TCR_Public/141110.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, November 10, 2014, Vol. 18, No. 313

                            Headlines

1058 SOUTHERN BLVD: Can Hire SilvermanAcampora LLP as Attorney
17 WEST: Files for Chapter 11 to Dodge Foreclosure Sale
A-1111 VENTURE: Case Summary & 5 Largest Unsecured Creditors
ADVANCED HEARING: Files for Chapter 11 Bankruptcy Protection
AG MO-CP: Case Summary & 2 Largest Unsecured Creditors

AMERICAN AIRLINES: Flight Attendants Reject Contract Offer
AMERICAN BANCORP: Seeks to Sell St. Paul Unit to Deerwood Bank
AMPLIPHI BIOSCIENCES: Amends Bylaws to Revise Director Provision
ANACOR PHARMACEUTICALS: Incurs $31.3 Million Net Loss in Q3
ARC DOCUMENT: S&P Rates New $205MM Sr. Credit Facility 'BB+'

ARCHDIOCESE OF MILWAUKEE: Sex Abuse Victim's Add'l Pay Plea Denied
AS SEEN ON TV: Sells Domain Name for $3 Million
ASR 2401 FOUNTAINVIEW: Taps Okin & Adams as Bankruptcy Counsel
AUXILIUM PHARMACEUTICALS: To Present Xiaflex & Stendra Data
AZIZ CONVENIENCE: Wants to Hire Garza & Morales as Accountant

BABCOCK & WILCOX: S&P Affirms BB+ CCR on Power Gen. Biz Spin-off
BARRACK'S ROW: Former Owner Seeks $9MM in Damages on Alleged Fraud
BECCM ENTERPRISES: Case Summary & 2 Unsecured Creditors
BION ENVIRONMENTAL: Incurs $706,000 Net Loss in First Quarter
BOREAL WATER: Incurs $179,000 Net Loss in Third Quarter

BUCCANEER ENERGY: Wants Alaska to Pay of Over $20MMM in Credits
CABLE & WIRELESS: S&P Puts BB CCR on Watch Neg Over Columbus Deal
CAESARS ENTERTAINMENT: Bank Debt Due April 2021 Trades at 7% Off
CAESARS ENTERTAINMENT: Bank Debt Due Sept. 2020 Trades at 6% Off
CAESARS ENTERTAINMENT: Bank Debt Due March 2017 Trades at 9% Off

CAROLINE WYLY: Says She Lives Off 'Kindness of Family'
CEQUEL DATA: S&P Assigns 'B' Corp Credit Rating; Outlook Stable
COTT CORP: Moody's Affirms B2 CFR Over $1.25-Bil. DSSA Deal
COTT CORP: S&P Puts 'B+' CCR on CreditWatch Negative
DETROIT, MI: Judge Approves Plan to Exit Ch. 9 Bankruptcy

DEWEY & LEBOEUF: Low-Level Employee to Get Separate Criminal Trial
DS SERVICES: Moody's Retains B2 CFR Over Cott Corp. Transaction
DIALOGIC INC: Faces Lawsuit Over Merger Plans
EDUCATION REALTY: S&P Assigns 'BB+' CCR; Outlook Stable
ERF WIRELESS: Issues 3.8 Million Common Shares

ERF WIRELESS: Issues 2.4 Million Common Shares
EVANS & SUTHERLAND: Posts $639,000 Net Income in Third Quarter
EXIDE TECHNOLOGIES: Must Set Aside $38.6MM for Clean Up, DTSC Says
FORESTDALE VILLAGE: Case Summary & 5 Largest Unsecured Creditors
FONTAINEBLEAU LAS VEGAS: Court Rejects Trustee's Settlement

FOUR CORNERS: Case Summary & Largest Unsecured Creditors
FRONTIER BANK: Bank of Southern California Assumes All of Deposits
FUSION TELECOMMUNICATIONS: Acquires PingTone for $10 Million
GEMINI HDPE: S&P Assigns 'B+' Rating on $420MM Sr. Secured Loan B
GENWORTH FINANCIAL: S&P Lowers Rating to 'BB+'; Outlook Negative

GT ADVANCED: KCC Approved as Notice Claims and Balloting Agent
GYMBOREE CORP: Bank Debt Due February 2018 Trades at 39% Off
HARMONY LAND: Case Summary & Unsecured Creditor
HC2 HOLDINGS: Moody's Assigns B3 Corporate Family Rating
HEALTHWAREHOUSE.COM INC: Llyod Miller Reports 6.5% Equity Stake

HERITAGE REAL ESTATE: Voluntary Chapter 11 Case Summary
HOUGHTON MIFFLIN: Fitch Affirms 'B+' Issuer Default Rating
IBI PALM BEACH: Case Summary & 20 Largest Unsecured Creditors
IPC INTERNATIONAL: Gets Court Approval to Use Cash Collateral
ITR CONCESSION: Indiana Toll Road Wins Plan Confirmation

KEMET CORP: Plans to Offer $400 Million Senior Notes
LAKELAND INDUSTRIES: Frigate Ventures Reports 5% Equity Stake
LENNAR CORP: Moody's Withdraws Ba3 Rating on New $300MM Notes
LONESTAR GENERATION: Moody's Affirms B1 Sr. Secured Debt Rating
MACKEYSER HOLDINGS: Has Until Jan. 2015 to Decide on Leases

MAGNUS PACIFIC: Great Lakes Deal No Impact on Moody's B3 CFR
MARTINI KITCHEN: Closes Fan Nightclub Due to Tax Troubles
MATAGORDA ISLAND: Files Amended Schedule of Secured Creditors
MEDICAL ALARM: Posts $225,000 Net Income in Fiscal 2014
METALICO INC: Eric Soderlund Reports 5.6% Equity Stake

MF GLOBAL: Settles Platinum, Palladium Class Action Lawsuits
MJC AMERICA: Has Until June 2015 to Propose Chapter 11 Plan
MJC AMERICA: Has Until Nov. 13 to Use EW Bank Cash Collateral
MOLLY MAGUIRES: Closes Downingtown Restaurant, Seeks Buyers
MONARCH COMMUNITY: Signs Merger Agreement With Chemical Financial

MONROE HOSPITAL: Prime Healthcare Buys Company
MUELLER WATER: Moody's Affirms B1 Corporate Family Rating
MUELLER WATER: S&P Affirms 'BB-' CCR; Outlook Remains Stable
N-VIRO INTERNATIONAL: To Hold Annual Shareholders' Meeting Today
NATURAL MOLECULAR: Trustee Hires Cascade Capital as Accountants

NII HOLDINGS: Nov. 13 Hearing on Bid for Stay of Claims vs. Execs
PARADIGM EAST: Files Amendments to Schedule A
PARK CENTER IV: Voluntary Chapter 11 Case Summary
PATHEON INC: Bank Debt Due January 2021 Trades at 3% Off
PETRON ENERGY: Reports $10 Million Net Loss for Third Quarter

PLAYA HERMOSA: Files Bare-Bones Ch. 11 Petition in Puerto Rico
PLAYA HERMOSA: Voluntary Chapter 11 Case Summary
QUANTUM FOODS: Creditors Committee Files Preference Actions
RAM OF EASTERN: Seeks Final Decree to Close Chapter 11 Case
RECYCLE SOLUTIONS: Files for Ch. 11 with $6.4-Mil. in Debt

REICHHOLD HOLDINGS: Hires Kelly Garfinkle as Pension Advisor
REICHHOLD HOLDINGS: Panel Hires Hahn & Hessen as Lead Counsel
REICHHOLD HOLDINGS: Creditors' Panel Taps Blank Rome as Co-counsel
REICHHOLD HOLDINGS: Creditors' Panel Hires Capstone as Advisor
REVEL AC: Tries to Tear Up Deals From First Chapter 11

RICHMOND CHRISTIAN: To Put Assets on Auction Block
ROCKWELL MEDICAL: ODAC Recommends Triferic
SALON MEDIA: To Issue 10 Million Shares Under Incentive Plan
SAMUEL WYLY: Bankruptcy Judge Shuts Down Book Projects
SAN JOAQUIN HILLS TCA: Fitch Hikes 1997A Bonds Rating From BB

SCIENTIFIC GAMES: Appoints Former District Judge to Board
SEARS HOLDINGS: Rights Delisted From NASDAQ
SEARS HOLDINGS: Mulls Move to Spin Off 300 Stores
SESI LLC: Moody's Withdraws Ba1 Corporate Family Rating
SHASTA ENTERPRISES: Enters Ch. 11 with $21-Mil. in Debt

SINCLAIR BROADCAST: Bank Debt Due April 2020 Trades at 3% Off
SOUND SHORE: Parties Balk at Confirmation of Liquidation Plan
SOURCE HOME: Has Until Jan. 19 to Assume or Reject Unexpired Lease
SOURCE HOME: Stipulation on Challenge Deadline Extension Approved
STAR DYMANICS: Employee Committee Wants Case Dismissed

STAR DYMANICS: Says Sale Won't Include All Assets
STELLAR BIOTECHNOLOGIES: CTO to Resign Effective Dec. 10
STOCKTON, CA: Moody's Raise Rating on 2006 Revenue Bonds to Ba3
SUN BANCORP: Terminates Offerings Under Purchase Plans
SUNVALLEY SOLAR: Robert Dyskant Named to Board of Directors

TENET HEALTHCARE: Posts $9 Million Net Income in Third Quarter
TEXOMA PEANUT: Files for Chapter 11 With Plans to Sell
TEXOMA PEANUT: Hearing on "First Day" Motions Today
TEXOMA PEANUT: Has $40.5-Mil. DIP Facility With Wells Fargo
TEXOMA PEANUT: Proposes to Pay Critical Vendors

TEXOMA PEANUT: Case Summary & 20 Largest Unsecured Creditors
THERAPEUTICSMD INC: Files Form 10-Q, Reports $17.8MM Q3 Net Loss
TIERPOINT LLC: Moody's Assigns B3 Corporate Family Rating
TITAN ENERGY: To Restate Previously Filed Financial Reports
TITAN INT'L: Moody's Lowers Corporate Family Rating to B2

TLC HEALTH: May Exit Chapter 11 in January 2015
TRUVEN HEALTH: Moody's Assigns Caa2 Rating on $40MM Add-on Notes
TRUVEN HEALTH: S&P Retains 'B' CCR Over $40MM Unsec. Notes Add-On
U.S. COAL: JAD Has Deal With Komatsu on Cash Use Until January
U.S. COAL: Court Approves Payment of Regulatory Fees

U.S. COAL: Huntington Wants Lift Stay to Repossess Equipment
UNITEK GLOBAL SERVICES: Prepack Plan Slated for December Hearing
UPC BROADBAND: Bank Debt Due June 2021 Trades at 2% Off
WAFERGEN BIO-SYSTEMS: Incurs $2.8-Mil. Net Loss in Third Quarter
WALTER ENERGY: Files Form 10-Q, Incurs $98.9MM Net Loss in Q3

WALTER ENERGY: Bank Debt Due March 2018 Trades at 14% Off
WEST CORP: Reports $16.1 Million Net Income in Third Quarter
WINDSOR QUALITY: Moody's Withdraws B1 CFR After Ajinomoto Deal
WINDSOR QUALITY: S&P Withdraws B+ Debt Rating Over Ajinomoto Deal
WORLD SURVEILLANCE: MaloneBailey Replaced RSSM as Accountants

Z TRIM HOLDINGS: John Elo to Serve as Chief Financial Officer

* Year-Over-Year Bankruptcies Continue to Drop, ACA Says
* Moody's Seeks Comments on Rating Approach for Corp-Backed Deals

* Dilworth's Pappas Joins Program at Bankr. Judges Conference
* Steven Howell Gets Barbara J. Rom Award for Bankr. Excellence

* BOND PRICING: For The Week From Nov. 3 to 7, 2014


                             *********


1058 SOUTHERN BLVD: Can Hire SilvermanAcampora LLP as Attorney
--------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York authorized 1058 Southern Blvd.
Realty Corp. to employ SilvermanAcampora LLP as its attorney to
prepare necessary motions, applications, orders and other legal
documents that may be required under the Bankruptcy Code.

The firm's attorneys charge between $250 and $625 per hour and
paraprofessionals charge between $135 and $195 per hour for
services rendered.

Gerard R. Luckman, Esq., member of the firm, assured the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

   Gerard R. Luckman, Esq.
   SilvermanAcampora LLP
   100 Jericho Quadrangle, Suite 300
   Jericho, New York 11753
   Tel: 516.479.6350
   Email: GLuckman@SilvermanAcampora.com

Meanwhile, Judge Gerber extended the deadline for 1058 Southern
Blvd. Realty Corp. to file its summary of schedules of assets and
liabilities until Nov. 10, 2014.

1058 Southern Blvd. Realty Corp., owner and operator of a mixed-
use multi-unit building known as and located at 1054-1058 Southern
Boulevard, 1042 Westchester Avenue, Bronx, New York, sought
bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12808) on
Oct. 3, 2014.  Miriam Shasho signed the petition as president of
the Debtor.  The Debtor estimated assets of $10 million to $50
million and liabilities of $1 million to $10 million.  The case is
assigned to Judge Robert E. Gerber.


17 WEST: Files for Chapter 11 to Dodge Foreclosure Sale
-------------------------------------------------------
Paul Brinkmann contact the reporter at Orlando Sentinel reports
that 17 West Pine Street, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Case No. 14-12240) on Nov. 1, 2014,
to stall a foreclosure sale of its two-story commercial brick
building at 13 W. Pine Street by First Southern Bank.

Orlando Sentinel relates that First Southern, which had taken over
a loan originated by First Commercial Bank, won a $1 million
foreclosure judgment against the Debtor on Sept. 24, 2014.

Aldo G Bartolone, Jr., Esq., at Bartolone Legal Group, PA, serves
as the Debtor's bankruptcy counsel.  In its Petition, the Debtor
estimated its assets and debts at $1 million to $10 million each.
The petition was signed by Christopher T. Weising, manager.

Headquartered in Orlando, Florida, 17 West Pine Street, LLC, owns
a building in downtown Orlando that recently housed Liquid
nightclub.


A-1111 VENTURE: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: A-1111 Venture LLC
        PO Box 206
        Pacific, WA 98047

Case No.: 14-45966

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 6, 2014

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

Judge: Hon. Brian D Lynch

Debtor's Counsel: Mark B Moburg, Esq.
                  LORBER, GREENFIELD & POLITO, LLP
                  2101 Fourth Avenue, Suite 950
                  Seattle, WA 98121
                  Tel: 206-832-4900
                  Fax: 206-832-4901
                  Email: mmoburg@lorberlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Scott Haymond, member.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/wawb14-45966.pdf


ADVANCED HEARING: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------------
Advanced Hearing Technologies filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ind. Case No. 14-12761) on Oct. 31, 2014,
disclosing $559,966 in total assets and $1.09 million in total
liabilities.  The petition was signed by Robert Hutchcraft,
president.

R. David Boyer II, Esq., at Boyer & Boyer, serves as the Debtor's
bankruptcy counsel.  Judge Robert E. Grant presides over the case.

Advanced Hearing Technologies is headquartered in Fort Wayne,
Indiana.  It has locations in Indiana, Ohio, Virginia and Arizona.


AG MO-CP: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------
Debtor: AG MO-CP. LLC
        46702 Highway M26
        Houghton, MI 49931

Case No.: 14-90378

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 6, 2014

Court: United States Bankruptcy Court
       Western District of Michigan (Marquette)

Judge: Hon. Scott W. Dales

Debtor's Counsel: Dane P. Bays, Esq.
                  BAYS LAW OFFICES
                  109 East Prospect Street
                  Marquette, MI 49855
                  Tel: 906-228-6103
                  Email: j1jensen@bayslaw.org
                         dbays15@aol.com

Total Assets: $1.9 million

Total Liabilities: $3.55 million

The petition was signed by Thomas J. Moyle, managing member.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb14-90378.pdf


AMERICAN AIRLINES: Flight Attendants Reject Contract Offer
----------------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reported that
flight attendants from the former US Airways and American Airlines
narrowly rejected a joint labor contract covering the combined
workforce of nearly 24,000 cabin-crew workers, giving the merged
American Airlines Group Inc. an unexpected setback in its massive
integration process.

According to the report, American and the Association of
Professional Flight Attendants -- the former American flight
attendant union that now also represents the US Airways -crew
workers -- said workers voted 8,180 for the deal, and 8,196
against.  Under a protocol agreed with the airline, the flight
attendant deal will now go to federal mediation to settle the
terms, the report related.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-
cutting labor agreements.  AMR, previously the world's largest
airline prior to mergers by other airlines, is the last of the so-
called U.S. legacy airlines to seek court protection from
creditors.  It was the third largest airline in the United States
at the time of the bankruptcy filing.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.

The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways.  By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.

                          *     *     *

The Troubled Company Reporter, on Sep. 2, 2014, reported that
Standard & Poor's Ratings Services revised its rating outlooks on
American Airlines Group Inc. (AAG) and its subsidiaries American
Airlines Inc. and US Airways Inc. to positive from stable.  At the
same time, S&P affirmed its ratings on the companies, including
the 'B' corporate credit ratings.

The TCR, on Sept. 22, 2014, reported that Standard & Poor's
Ratings Services assigned its 'A (sf)' issue rating to American
Airlines Inc.'s series 2014-1 class A pass-through certificates,
which have an expected maturity of Oct. 1, 2026.  At the same
time, S&P assigned its 'BBB- (sf)' issue rating to the company's
series 2014-1 class B pass-through certificates, which have an
expected maturity of Oct. 1, 2022.  The final legal maturity dates
will be 18 months after the expected maturity dates. American
Airlines is issuing the certificates under a Rule 415 shelf
registration.

The TCR, on the same day, reported that Moody's Investors Service
assigned a B3 (LGD5) rating to the $500 million of new five year
unsecured notes that American Airlines Group Inc. ("AAG") offered
for sale earlier. Its subsidiaries, American Airlines, Inc.
("AA"), US Airways Group, Inc. and US Airways, Inc. will guarantee
AAG's payment obligations under the indenture on a joint and
several basis. Moody's Corporate Family rating of AAG is B1 with a
stable outlook.

The TCR also reported that Fitch Ratings has assigned a rating of
'B+/RR4' to the $500 million unsecured notes to be issued by
American Airlines Group Inc. The Issuer Default Ratings (IDR) for
American Airlines Group Inc., American Airlines, Inc., US Airways
Group, Inc., and US Airways, Inc. remain unchanged at 'B+' with a
Stable Outlook.

The TCR, on Oct. 16, 2014, reported that Moody's upgraded its
ratings assigned to the Series 2001-1 Enhanced Equipment Trust
Certificate ("2001 EETCs") of American Airlines, Inc.: A-tranche
to B2 from Caa1, B-tranche to Caa3 from Ca and C-tranche to Caa3
from Ca. Moody's also affirmed all of its other ratings assigned
to American Airlines Group Inc. ("AAG"), including the B1
Corporate Family and B1-PD Probability of Default ratings, and of
American Airlines, Inc. ("AA") and US Airways Group, Inc. and its
subsidiaries, US Airways, Inc. and America West Airlines, Inc. The
outlook is stable and the Speculative Grade Liquidity Rating of
SGL-1 is unchanged. American Airlines Group Inc. guarantees
American Airlines obligations of the 2001 EETCs.


AMERICAN BANCORP: Seeks to Sell St. Paul Unit to Deerwood Bank
--------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that American Bancorp, a bank holding company that
entered Chapter 11 involuntarily in May, is seeking to sell its
non-debtor affiliates American Bank of St. Paul and AmeriNational
Community Services Inc. to Deerwood Bank absent a better bid at
auction.

According to the report, the bank holding company signed two
alternative sale contracts with the so-called stalking horse
whereby Minnesota-based Deerwood would buy the bank with or
without ACS.  Under the Deerwood contracts, the purchase price is
based on a formula incorporating the bank's book value and loan
loss reserves, the report related.

                    About American Bancorporation

Alesco Preferred Funding XV, Ltd., and two related entities filed
an involuntary Chapter 11 bankruptcy petition for St. Paul,
Minnesota-based American Bancorporation (Bankr. D. Minn. Case No.
14-31882) on May 1, 2014.  The involuntary petition filed in St.
Paul Minnesota indicates that the three alleged creditors are owed
in excess of $48 million:

     Creditor                                   Amount of Claim
     --------                                   ---------------
Alesco Preferred Funding XV, Ltd.                 $27,374,356
Alesco Preferred Funding XVI, Ltd.                $13,728,562
Alesco Preferred Funding II, Ltd.                  $7,000,000
                                                plus interest

The alleged creditors are represented by Jeffrey Klobucar, Esq.,
at Bassford Remele, PA.

Judge Katherine A. Constantine handles the case.  She has entered
an order for relief, officially placing American Bancorporation in
Chapter 11.

Judge Kathleen H. Sanberg was originally assigned to the case but
she disqualified herself in the case, according to her May 1, 2014
order of recusal.


AMPLIPHI BIOSCIENCES: Amends Bylaws to Revise Director Provision
----------------------------------------------------------------
The Board of Directors of AmpliPhi Biosciences Corporation
unanimously approved an amendment to the Amended and Restated
Bylaws of the Company, effective immediately, which provides that
any director or the entire Board may be removed with or without
cause by the shareholders entitled to elect such director or
directors if the number of votes cast to remove the director
exceeds the votes cast not to remove the director.  The amendment
replaces a previous provision, which provided that any director or
the entire Board may be removed for cause by the holders of not
less than two-thirds of the shares entitled to elect such director
or directors.

                     About AmpliPhi Biosciences

AmpliPhi Biosciences Corp. is a biopharmaceutical company that
develops bacteriophage-based therapeutics.  It also develops an
internally generated pipeline of naturally occurring viruses
called bacteriophage (Phage) for the treatment of bacterial
infection, such as drug-resistant strains of bacteria that are
commonly found in the hospital setting.  The company's Phage
discovery also focuses on acute & chronic lung, sinus and
gastrointestinal infections.  AmpliPhi Biosciences was founded in
March 1989 and is headquartered in Glen Allen, Virginia.

The Company reported a net loss of $57.65 million on $325,000 of
total revenue for the year ended Dec. 31, 2013, compared with a
net loss of $1.11 million on $664,000 of total revenue in 2012.

As of June 30, 2014, the Company had $31.26 million in total
assets, $40.28 million in total liabilities and a $9.02 million
total stockholders' deficit.

PBMares, LLP, in Richmond, Virginia, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has had recurring losses from operations and has an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.

                         Bankruptcy Warning

"The Company believes that its current resources will only be
sufficient to fund operations into the first quarter of 2015.
This estimate is based on the Company's ability to manage its
staffing expenses and its working capital and actual results could
differ from its estimates.  The Company intends to seek additional
financing in order to fund operations through 2015; however, the
Company cannot provide assurances that it will be successful in
obtaining additional financing for these periods or as needed in
the future.  If the Company does not raise additional funds by the
first quarter of 2015, it plans to implement cost reduction
measures, such as a reduction in workforce, reducing its
intellectual property prosecution, reducing other operating
activities, and/or the pursuit of alternative financing
transactions that would likely be on terms disadvantageous to the
Company and dilutive to its shareholders.  The Company could also
be required to relinquish rights to its technology or product
candidates or in-licensed technology on unfavorable terms, either
of which would reduce the ultimate value of the technology or
product candidates, or to sell assets likely at values
significantly below their potential worth.  If the Company is
unable to secure additional capital, it may be required to cease
operations, declare bankruptcy or otherwise wind up its business,"
the Company stated in its quarterly report for the period ended
June 30, 2014.


ANACOR PHARMACEUTICALS: Incurs $31.3 Million Net Loss in Q3
-----------------------------------------------------------
Anacor Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $31.34 million on $3.95 million of total revenues
for the three months ended Sept. 30, 2014, compared to a net loss
of $16.81 million on $3.61 million of total revenues for the same
period last year.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $77.02 million on $11.04 million of total revenues
compared to a net loss of $45.98 million on $8.74 million of total
revenues for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $158.63
million in total assets, $90.23 million in total liabilities,
$4.95 million in redeemable common stock and $63.44 million in
total stockholders' equity.

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

                        http://is.gd/ctZiTo

                   About Anacor Pharmaceuticals

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds -
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.

Anacor reported net income of $84.76 million in 2013, a net loss
of $56.08 million in 2012 and a net loss of $47.94 million in
2011.


ARC DOCUMENT: S&P Rates New $205MM Sr. Credit Facility 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and '1' recovery rating to Walnut Creek, Calif.-based
printing service provider ARC Document Solutions Inc.'s proposed
$205 million senior credit facility, which consists of a $175
million term loan A and a $30 million revolving credit facility.
The '1' recovery rating indicates S&P's expectation for very high
recovery (90%-100%) in the event of a payment default.

The proposed senior credit facility will provide the company with
roughly $5 million in annual interest savings, or a about 40%-50%
reduction in annual interest expense from the current capital
structure.  The recovery rating on the proposed issuance is higher
than the '2' recovery rating on the existing term loan B due to a
more aggressive amortization schedule on the term loan A.

S&P will withdraw the 'BB' issue-level rating on the existing term
loan B when the transaction closes.

S&P's 'BB-' corporate credit rating, which it raised to 'BB-' from
'B+' on July 25, 2014, and stable outlook on ARC Document remain
unchanged.  The rating reflects S&P's view of the company's
business risk profile as "weak."  S&P's assessment incorporates
the company's exposure to negative structural trends in
reprographic services (which consists of the management,
distribution, and print of construction drawings and specification
books) and the narrow scope of its market and customers.

S&P assess the company's financial risk profile as "intermediate"
because it has achieved leverage below 3x--mostly due to its
propensity to voluntarily prepay its loan.

RATINGS LIST

ARC Document Solutions Inc.
Corporate Credit Rating         BB-/Stable/--

New Ratings

ARC Document Solutions Inc.
ARC Document Solutions LLC
$175 million term loan A                   BB+
  Recovery Rating                           1
$30 million revolving credit facility
  Recovery Rating                           1


ARCHDIOCESE OF MILWAUKEE: Sex Abuse Victim's Add'l Pay Plea Denied
------------------------------------------------------------------
Lorraine Bailey at Courthouse News Service reports that the three-
judge panel with the 7th Circuit has ruled that a victim of sex
abuse by the Rev. Lawrence Murphy in 1974 who received $80,000 in
mediation cannot seek additional compensation.

Courthouse News relates that the victim, who attended St. John's
School for the Deaf when he was abused, participated in the
Archdiocese of Milwaukee's voluntary mediation program in 2007,
and received an $80,000 settlement on all his claims arising from
any sexual abuse by Rev. Murphy.

Courthouse News recalls that the victim, who had signed a
confidentiality clause stating that he could not introduce
admissions made during the mediation as evidence in a later
proceeding, filed a claim based on the same sexual-abuse
allegations and sought to introduce the evidence presented in
mediation when the Archdiocese filed for Chapter 11 bankruptcy.
According to the report, the victim claimed that he was not
represented by counsel at the mediation, and that the Archdiocese
misrepresented to him the amount it paid to other sex-abuse
survivors in other settlements.

Courthouse News reports that the 7th Circuit affirmed a finding by
the Bankruptcy Court that the evidence filed in the mediation was
not admissible because the mediation and bankruptcy proceeding
were not distinct disputes.  Judge Ann Williams, according to
Courthouse News, said that the purpose of the mediation was to
resolve the victim's claims against the archdiocese relating to
the abuse by Rev. Murphy, and the victim signed a complete release
stating that the settlement resolved all disputes with the
archdiocese.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and was
elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX.  The
region served by the Archdiocese consists of 4,758 square miles in
southeast Wisconsin which includes counties Dodge, Fond du Lac,
Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-
20059) on Jan. 4, 2011, to address claims over sexual abuse by
priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to $50
million in its Chapter 11 petition.


AS SEEN ON TV: Sells Domain Name for $3 Million
-----------------------------------------------
As Seen On TV, Inc., received a cash payment of $3,000,000 under
an Asset Purchase Agreement dated Oct. 28, 2014, in consideration
of the Company's sale and transfer of its right, title and
interest in the domain name www.asseenontv.com, telephone number
"(866) As Seen on TV" and related intellectual property to a non-
affiliated third party private purchaser, effective effective
Oct. 28, 2014, the Company disclosed in a regulatory fling with
the U.S. Securities and Exchange Commission.

On the Effective Date, the purchaser assumed all of the Company's
rights, interests and obligations under that certain E-Commerce
Joint Venture Partnership agreement by and between the Company's
wholly owned subsidiary, TV Goods, Inc., and Delivery Agent, Inc.,
dated May 27, 2011, as amended as of July 19, 2011, and Aug. 27,
2012.  The Company will retain any revenue share payments payable
by Delivery Agent pursuant to the Assumed Agreement with respect
to product sales made during the period commencing on Oct. 1,
2014, and ending on Dec. 31, 2014; provided, however, that if such
revenue share payments attributable to the Fourth Quarter Period
will exceed $200,000 in the aggregate, the Company will pay the
purchaser any and all of such excess.

The Company intends to use a majority of the proceeds from the
asset sale for general working capital.

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into
an Agreement and Plan of Merger with eDiets Acquisition Company
("Merger Sub"), eDiets.com, Inc., and certain other individuals.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into eDiets.com, and eDiets.com will continue as the surviving
corporation and a wholly-owned subsidiary of the Company.  The
Merger Agreement was completed on April 2, 2014.

The Company incurred a net loss of $9.32 million on $1.98 million
of revenues for the year ended March 31, 2014, as compared with
net income of $3.69 million on $9.40 million of revenues for the
year ended March 31, 2013.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2014.  The independent auditors noted that
the Company's recurring losses from operations and negative cash
flows from operations raise substantial doubt about its ability to
continue as a going concern.

The Company's balance sheet at June 30, 2014, showed $39.83
million in total assets, $46.31 million in total liabilities,
$2.70 million in redeemable preferred stock, and a $9.18 million
total stockholders' deficiency.

                         Bankruptcy Warning

The Company stated the following statements in its quarterly
report for the period ended June 30, 2014:

"We have experienced losses from operations since our inception
and cannot predict how long we will continue to incur losses or
whether we ever become profitable.  We have relied on a series of
private placements of secured and unsecured promissory notes; the
most recent promissory note sale was a senior secured promissory
note on April 3, 2014 in the amount of $10,180,000 whereby the
Company received net proceeds of approximately $8,400,000 after
debt issuance costs and original issuance discount.

"The Ronco is currently in default on $1,545,000 of its
outstanding 18% promissory notes.  Ronco is also in default on its
1.5% Secured Promissory Note with a current outstanding balance of
$8,620,000; however, on March 7, 2014, Ronco and certain creditors
entered into a forbearance agreement whereby each creditor will
forbear from exercising its rights and remedies under the 1.5%
Secured Promissory Note for up to 1 year provided Ronco does not
default on the forbearance agreement.

"Currently, the Company does not have a line of credit to draw
upon.  The Company's commitments and contingencies will either
utilize future operating cash flow or require the sale of debt or
equity securities to fulfill the commitments.

We have undertaken, and will continue to implement, various
measures to address our financial condition, including:

   * Significantly curtailing costs and consolidating operations,
     where feasible.

   * Seeking debt, equity and other forms of financing, including
     funding through strategic partnerships.

   * Reducing operations to conserve cash.

   * Deferring certain marketing activities.

   * Investigating and pursuing transactions with third parties,
     including strategic transactions and relationships.

There can be no assurance that we will be able to secure the
additional funding we need.  If our efforts to do so are
unsuccessful, we will be required to further reduce or eliminate
our operations and/or seek relief through a filing under the U.S.
Bankruptcy Code.  These factors, among others, raise substantial
doubt about our ability to continue as a going concern.  The
accompanying condensed consolidated financial statements do not
include any adjustments to the recoverability and classification
of asset carrying amounts or the amount and classification of
liabilities that might result from the outcome of these
uncertainties."


ASR 2401 FOUNTAINVIEW: Taps Okin & Adams as Bankruptcy Counsel
--------------------------------------------------------------
ASR 2401 Fountainview, LP and ASR 2401 Fountainview, LLC seek
authorization from the U.S. Bankruptcy Court for the Southern
District of Texas to employ Okin & Adams LLP as bankruptcy
counsel, nunc pro tunc to Sept. 30, 2014.

The Debtors require Okin & Adams to:

   (a) advise the Debtors with respect to their rights, duties and
       powers in this case;

   (b) assist and advise the Debtors in their consultations
       relative to the administration of this case;

   (c) assist the Debtors in analyzing the claims of the creditors
       and in negotiating with such creditors;

   (d) assist the Debtors in the analysis of and negotiations with
       any third party concerning matters relating to, among other
       things, the terms of plans of reorganization;

   (e) represent the Debtors at all hearings and other
       proceedings;

   (f) review and analyze all applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Debtors as to their propriety;

   (g) assist the Debtors in preparing pleadings and applications
       as may be necessary in furtherance of the Debtor's
       interests and objectives; and

   (h) perform such other legal services as may be required and
       are deemed to be in the interests of the Debtors in
       accordance with the Debtors' powers and duties as set forth
       in the Bankruptcy Code.

Okin & Adams will be paid at these hourly rates:

       Christopher Adams, Partner       $375
       Ruth E. Piller, Of Counsel       $305
       Legal Assistants                 $105-$130

Okin & Adams will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Okin & Adams received from the Debtors an initial retainer of
$25,000, which was paid by cashier's check on Aug. 25, 2014.  Okin
& Adams is not owed anything from the Debtors' estates for
prepetition services.  After payment of prepetition fees and the
filing fees of $10,109 the Retainer is currently $14,891 and sits
in Okin & Adams' IOLTA account.

Christopher Adams, partner of Okin & Adams, 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.

Okin & Adams can be reached at:

       Christopher Adams, Esq.
       OKIN & ADAMS LLP
       1113 Vine St. Suite 201
       Houston, TX 77002
       Tel: (713) 228-4100
       Fax: (888) 865-2118
       E-mail: cadams@okinadams.com

ASR 2401 Fountainview, LP, and ASR 2401 Fountainview, LLC sought
Chapter 11 bankruptcy protection in Houston (Bankr. S.D. Tex. Case
Nos. 14-35322) on Sept. 30, 2014, without stating a reason.

Each debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated assets and debt of $10 million to $50
million.  Each debtor claims to have its principal assets located
at 2401 Fountain View, Houston, Texas.

ASR LP's Chapter 11 case is assigned to Judge Letitia Z. Paul
while ASR LLC's Chapter 11 case is assigned to Judge Marvin Isgur

The Debtors have tapped Christopher Adams, Esq., at Okin Adams &
Kilmer LLP, in Houston, as counsel.


AUXILIUM PHARMACEUTICALS: To Present Xiaflex & Stendra Data
-----------------------------------------------------------
Auxilium Pharmaceuticals, Inc., announced that data evaluating the
use of XIAFLEX(R) (collagenase clostridium histolyticum or CCH)
for the treatment of Peyronie's disease (PD) and STENDRA(R)
(avanafil) tablets for the treatment of erectile dysfunction (ED)
will be presented at the upcoming 20th Annual Fall Scientific
Meeting of the Sexual Medicine Society of North America (SMSNA)
being held in Miami from Nov. 20-23, 2014.

Poster sessions on XIAFLEX will include new analyses from the
pivotal Phase 3 IMPRESS (The Investigation for Maximal Peyronie's
Reduction Efficacy and Safety Studies) trials evaluating XIAFLEX
for the treatment of PD.  XIAFLEX is the first and only FDA-
approved treatment proven effective for PD in men with a palpable
plaque and a penile curvature deformity of 30 degrees or greater
at the start of therapy.  Data will also be presented from an
exploratory analysis assessing female partners' sexual function
after their partners' XIAFLEX treatment.

Poster sessions on STENDRA will include new analyses from the
study that supported the updated labeling recommendation
indicating that STENDRA can be taken as early as approximately 15
minutes before sexual activity.

Data to be presented on XIAFLEX for Peyronie's disease include:

* Changes in the Effects of Peyronie's Disease After Treatment
   with Collagenase Clostridium Histolyticum According to Men with
   Peyronie's Disease and their Female Partners: Moderated Posters
   4: Peyronie's disease, Friday, November 21, 5:15 p.m. ET

* Peyronie's Disease Symptom Bother Reduction is Related to
   Penile Curvature Improvement in Response to Treatment with
   Collagenase Clostridium Histolyticum: Results From Two Large
   Double-Blind Randomized, Placebo Controlled Phase 3 Studies:
   Moderated Posters 4: Peyronie's disease, Friday, November 21,
   5:15 p.m. ET

* Meaningful Change in Peyronie's Disease Following Treatment
   with Collagenase Clostridium Histolyticum: Results From Two
   Large Double-Blind Randomized, Placebo Controlled Phase 3
   Studies: Moderated Posters 4: Peyronie's disease, Friday,
   November 21, 5:15 p.m. ET

* Relationship of Factors Associated with Peyronie's Disease (PD)
   that Affect PD Bother and Erectile Function: Unmoderated
   Posters 4: Peyronie's disease

* Outcomes Associated with Collagenase Treatment of Peyronie's
   Disease by Duration of Disease: Unmoderated Posters 4:
   Peyronie's disease

Data to be presented on STENDRA for erectile dysfunction include:

* The Efficacy of Avanafil in Subjects with Intercourse Attempts
   Within 15 Minutes After Dosing: Moderated Posters 5: ED
   Diagnosis & Medical Treatment, Saturday, November 22, 11:10
   a.m. ET

* Successful Intercourse in Men with Erectile Dysfunction Within
   the first Three doses of Avanafil: Moderated Posters 5: ED
   Diagnosis & Medical Treatment, Saturday, November 22, 11:10
   a.m. ET

                          About Auxilium

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

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

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

The balance sheet at Sept. 30, 2014, showed $1.14 billion in total
assets, $983 million in liabilities, and $162 million of
stockholders' equity.

                           *     *     *

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

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


AZIZ CONVENIENCE: Wants to Hire Garza & Morales as Accountant
-------------------------------------------------------------
Aziz Convenience Stores LLC asks the U.S. Bankruptcy Court for the
Southern District of Texas for authority to employ Garza & Morales
LC as its accountant.

The Debtor says it requires the services of the firm, both to
allow the Debtor's daily operations to continue, and to supervise
and address the Internal Revenue Service's ongoing audit of the
Debtor's business.

The Debtor proposes that the firm be limited to monthly fees and
expenses of $4,800, and that compensation be based on the previous
hourly rates earned by the firm's professionals in their work for
the Debtor.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

                     About Aziz Convenience

Aziz Convenience Stores, L.L.C., owner of convenience stores with
gas pumps in Texas, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 14-70427) in its hometown in McAllen, Texas, on
Aug. 4, 2014, without stating a reason.

The Debtor owns properties in Mission, San Juan, Pharr, McAllen,
Sullivan City, Edinburg, La Joya, Donna, Alamo, Alton, Edinburg,
all in Texas.  It appears that none of the Debtor's convenience
stores are on leased property as the schedule of unexpired leases
only shows the contract with Valero LP.

The Debtor is represented by William A Csabi, Esq., from
Harlingen, Texas.


BABCOCK & WILCOX: S&P Affirms BB+ CCR on Power Gen. Biz Spin-off
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Charlotte, N.C.-based The Babcock & Wilcox Co. (B&W), including
the 'BB+' corporate credit rating on the company.  However, S&P
will continue to assess the impact of a planned spin-off of its
power generation business to B&W shareholders as new information
becomes available.  The outlook is stable.

"The rating affirmation reflects our view of the company's pending
plans to spin off its power generation business into an
independent, publicly traded entity," said Standard & Poor's
credit analyst Robyn P Shapiro.

Although B&W's business will be less diverse and have a smaller
scale after the proposed spin-off, S&P's business risk profile
assessment of the company will likely remain "fair."  Though S&P
do not know the capital structure for the two independent
companies, B&W has stated both will have strong balance sheets and
ample liquidity, with debt capacity to pursue their individual
strategic objectives.  The company also indicated it expects to
spin off the power generation business with no outstanding debt.
S&P notes the company's intent to use leverage to drive
shareholder value, via continued share repurchases and dividend
programs, as well as financing potential acquisitions or joint
ventures.

S&P assess B&W's liquidity as "adequate," based on the following
expectations and assumptions:  The liquidity sources will exceed
uses by 1.2x or more over the next 12 months;  The net liquidity
sources will remain positive, even if EBITDA declines by 15%; and
The company maintains generally satisfactory standing in credit
markets.

The outlook is stable, reflecting S&P's expectation that the
financial risk profile of B&W will not weaken materially as a
result of the proposed transaction.  Although the spin-off of the
company's power generation business could slightly detract from
S&P's view of B&W's business, it is unlikely to revise its
assessment downward, in light of S&P's view of the company's
remaining business and its profitability.

S&P could lower the rating if the company's credit protection
measures were to decline significantly, to below 3x on a sustained
basis.  This could occur if, for example, debt leverage increases
as a result of the company's debt-financed external growth
strategies or due to returning cash to shareholders.

An upgrade would likely require improvement in S&P's assessment of
B&W's business, such as a transition to a more predictable
business model, which would result in more consistent levels of
free cash flow generation, or further diversification.  However,
S&P do not believe this is likely to occur over the next 12 months
because the company's proposed spin-off would initially decrease
the business scale and scope.


BARRACK'S ROW: Former Owner Seeks $9MM in Damages on Alleged Fraud
------------------------------------------------------------------
Rebecca Cooper at Washington Business Journal reports that William
Sport, one of the former owners of Hawk 'n' Dove and other D.C.
restaurants, is suing the new owners, Barracks Row Ent. Group LLC
and its associated LLCs, for fraud, conspiracy, and racketeering,
and is seeking at least $8.75 million in damages.

Business Journal recalls that Mr. Sport and his partners sold the
restaurants to Barracks Row in December 2012 for $19.3 million.
According to the report, Mr. Sport agreed to: (i) accept a $4.63
million promissory note as part of the purchase price; and (ii)
personally guarantee $5 million in bank debt carried by the
restaurants, as well nine commercial restaurant leases owned by
the restaurants.

Mr. Sport claims in his Oct. 23, 2014 filing with the U.S.
District Court for D.C. that the buyers -- Richard Cervera;
Michael Hoi-Mingh Cheung; William J. Nimmo; andHalpern, Denny &
Co. -- falsely represented the ownership of the company making the
purchase.  According to his court filing, Mr. Sport thought that
Hawk 'n' Dove would be owned by Messrs. Cervera and Nimmo, but it
was instead primarily in the hands of Messrs. Nimmo and Cheung.

Mr. Sport alleges in the filing that after the group filed for
Chapter 11 bankruptcy protection, Mr. Cheung started a "campaign
of extortion," and "threatened to cause the businesses to default
in their financial obligations guaranteed by plaintiff --
including nine long-term leases and almost $5 million in bank
debt" if Mr. Sport did not pay Mr. Cheung $4 million and agree to
relinquish his rights to collect on his promissory note.  Mr.
Sport claims that when he refused, he "began to receive third-
party default notices and demands in his capacity as guarantor."

"This lawsuit is full of false and baseless allegations by what I
believe is a desperate individual.  The idea that my client
defrauded this plaintiff is ludicrous . . ." and the lawsuit is an
attempt to "embarrass and frustrate my clients.  These are the
same issues that are being resolved in bankruptcy court," Business
Journal quoted Brianne Murphy, the attorney representing Messers.
Cervera, Cheung, and Nimmo, as saying.

The bankruptcy case likely won't pay out the $8.75 million in
damages to Mr. Sport because the promissory notes are secured by
the restaurants, which have seen an average of 16% decline in
operating revenue during 2013, Business Journal relates, citing
Robert Kelly, Mr. Sport's attorney.

According to Business Journal, Mr. Murphy said that his clients
are contesting payments made to the previous owners, including Mr.
Sport, of more than $6.5 million -- $5 million was paid to the
sellers in cash when the sale closed.

                      About Barracks Row

Barracks Row Ent Group LLC and nine of its affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D.D.C. Case Nos.
14-00167 to 14-00176) on March 28, 2014.  The Debtors estimated
assets of $500,000 to $1 million and liabilities of $1 million to
$10 million.  Yumkas, Vidmar & Sweeney, LLC, serves as the
Debtors' counsel.  Steyer Lowenthal Boodbrookas Alvarez & Smith
LLP is the Debtors' special litigation counsel.  Judge Martin S.
Teel, Jr., presides over the case.

Eight restaurants were placed in Chapter 11 bankruptcy: Park
Tavern, Boxcar Tavern, Lola's Barracks Bar & Grill, Molly
Malone's, Pacifico Cantina, Senart's Oyster House and the
Chesapeake Room.  The yet-to-be opened Willie's Brew and 'Que, a
barbecue-themed sports bar, were also placed in bankruptcy.


BECCM ENTERPRISES: Case Summary & 2 Unsecured Creditors
-------------------------------------------------------
Debtor: BECCM Enterprises, LLC
        1150 River Road
        Charlottesville, VA 22901

Case No.: 14-62161

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 6, 2014

Court: United States Bankruptcy Court
       Western District of Virginia (Lynchburg)

Judge: Hon. Rebecca B. Connelly

Debtor's Counsel: Douglas E. Little, Esq.
                  DOUGLAS E. LITTLE, ATTORNEY AT LAW
                  P.O. Box 254
                  Charlottesville, VA 22902
                  Tel: (434) 977-4500
                  Email: delittleesq@aol.com

Total Assets: $800,001

Total Liabilities: $1.28 million

The petition was signed by Brent C. Wright, member.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/vawb14-62161.pdf


BION ENVIRONMENTAL: Incurs $706,000 Net Loss in First Quarter
-------------------------------------------------------------
Bion Environmental Technologies, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $705,758 on $0 of revenue for the
three months ended Sept. 30, 2014, compared to a net loss of $1.50
million on $0 of revenue for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $4.28
million in total assets, $12.38 million in total liabilities,
$23,900 in series b redeemable convertible preferred stock, and a
$8.12 million in total deficit.

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

                         http://is.gd/pKMPJr

                       About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).

In its report on the consolidated financial statements for the
year ended June 30, 2014, GHP Horwath, P.C., expressed substantial
doubt about the Company's ability to continue as a going concern,
citing that the Company has not generated significant revenue and
has suffered recurring losses from operations.

The Company reported a net loss of $5.76 million on $5,931 of
revenue for the fiscal year ended June 30, 2014, compared with a
net loss of $8.25 million on $11,862 of revenue in 2013.


BOREAL WATER: Incurs $179,000 Net Loss in Third Quarter
-------------------------------------------------------
Boreal Water Collection, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $178,720 on $652,505 of sales for the three months
ended Sept. 30, 2014, compared to net income of $1.29 million on
$571,794 of sales for the same period a year ago.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $491,885 on $1.78 million of sales compared to net
income of $1 million on $1.64 million of sales for the same period
in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $3.01
million in total assets, $2.62 million in total liabilities and
$388,860 in total stockholders' equity.

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

                       http://is.gd/npCG0D

                        About Boreal Water

Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a
personalized bottled water company specializing in premium custom
bottled water.

Boreal Water reported net income of $849,748 on $2.15 million of
sales for the year ended Dec. 31, 2013, as compared with a net
loss of $822,902 on $2.68 million of sales in 2012.

Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditor noted
that the Company has incurred a deficit of approximately $2.5
million and has used approximately $400,000 of cash due to its
operating activities in the two years ended Dec. 31, 2013.  The
Company may not have adequate readily available resources to fund
operations through Dec. 31, 2014.  This raises substantial doubt
about the Company's ability to continue as a going concern.


BUCCANEER ENERGY: Wants Alaska to Pay of Over $20MMM in Credits
---------------------------------------------------------------
Elwood Brehmer at Alaska Journal of Commerce reports that
Buccaneer Energy Limited filed on Oct. 30, 2014, a motion with the
U.S. Bankruptcy Court for the Southern District of Texas to compel
the State of Alaska to pay more than $20 million in tax credits
that the Debtor claims it is owed under Alaska's Clear and
Equitable Share, or ACES, oil and gas tax system.

Alaska Journal relates that a hearing on the outstanding tax
credits is set for Nov. 12, 2014, in the Houston court.

According to Alaska Journal, the Debtor said that it has received
$37.9 million in ACES credits from the state to date, and that
prior tax credit payments were made between two and six days after
approval notifications were received from the state.

                     About Buccaneer Energy

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

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

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

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

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

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

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


CABLE & WIRELESS: S&P Puts BB CCR on Watch Neg Over Columbus Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including the 'BB' corporate credit rating, on U.K.-based Cable &
Wireless Communications PLC on CreditWatch with negative
implications.

"The CreditWatch listing is based on our expectation for a one-
notch downgrade of the company to 'BB-' from 'BB' following the
close of the proposed acquisition of Columbus due to the weakening
of the company's financial risk profile as a result of this
transaction," said Standard & Poor's credit analyst Catherine
Cosentino.

Upon close of the transaction, S&P expects to lower the corporate
credit rating on Cable & Wireless to 'BB-' from 'BB'.  S&P also
expects to lower the rating on the senior secured debt at funding
conduit Sable International Finance Ltd. to 'BB-' from 'BB' and to
lower the rating on unsecured debt at Cable & Wireless
International Finance to 'B' from 'B+'.

S&P's expected downgrade of the company is based on the
anticipated increase in the company's leverage pro forma for the
transaction, despite longer-term business benefits.


CAESARS ENTERTAINMENT: Bank Debt Due April 2021 Trades at 7% Off
----------------------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
93.25 cents-on-the-dollar during the week ended Friday, Nov. 7,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 0.96 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility. The bank loan matures on
April 2, 2021, and carries Moody's B2 rating and Standard & Poor's
B+ rating.  The loan is one of the biggest gainers and losers
among 205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


CAESARS ENTERTAINMENT: Bank Debt Due Sept. 2020 Trades at 6% Off
----------------------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
94.00 cents-on-the-dollar during the week ended Friday, Nov. 7,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 1.33 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 600 basis points
above LIBOR to borrow under the facility. The bank loan matures on
Sept. 24, 2020, and carries Moody's B2 rating and Standard &
Poor's CCC+ rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.


CAESARS ENTERTAINMENT: Bank Debt Due March 2017 Trades at 9% Off
----------------------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
91.25 cents-on-the-dollar during the week ended Friday, Nov. 7,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 1.20 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 875 basis points
above LIBOR to borrow under the facility. The bank loan matures on
March 1, 2017, and carries Moody's Caa2 rating and Standard &
Poor's CCC- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.


CAROLINE WYLY: Says She Lives Off 'Kindness of Family'
------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Caroline D. Wyly, widow of Dallas businessman
Charles Wyly, said she has been "cash flow insolvent" since her
husband's death in an auto accident in 2011.

According to the report, Caroline said she and her husband lived
off an "annuity" that was discontinued when he died.  Although
she's the primary beneficiary of his estate, Caroline said in
court papers that she can't get access to her inheritance as a
result of the U.S. Securities and Exchange Commission suit, which
alleges the brothers traded illegally in securities of companies
on whose board they sat.

Caroline D. Wyly, widow of Charles Wyly Jr., filed for bankruptcy
protection, in the wake of a judgment worth hundreds of millions
of dollars against the estate of the late Texas tycoon and his
brother, Samuel Wyly, for allegedly using secretive offshore
trusts to trade stocks while evading taxes.  The case is In Re:
Caroline D. Wyly, Case No. 14-35074 (N.D. Tex.).

According to the report, Ms. Wyly listed both assets and
liabilities of between $100 million and $500 million and listed
the U.S. Securities and Exchange Commission as her largest
creditor, with a $101.2 million claim.


CEQUEL DATA: S&P Assigns 'B' Corp Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to St. Louis, Mo.-based Cequel Data
Centers L.P., which S&P rates on a consolidated basis with its
operating subsidiary TierPoint LLC.  The rating outlook is stable.

S&P also assigned its 'B+' issue-level rating and '2' recovery
rating to TierPoint's proposed $360 million senior secured first-
lien credit facilities, which consist of a $40 million revolving
credit facility due 2019 and a $320 million term loan due 2021.
The '2' recovery rating indicates S&P's expectation for
substantial (70%-90%) recovery for lenders in the event of a
payment default.  Recovery prospects are at the low end of the
range.

At the same time, S&P assigned its 'CCC+' issue-level rating and
'6' recovery rating to the company's proposed second-lien credit
facility, consisting of a $100 million term loan due 2022.  The
'6' recovery rating indicates S&P's expectation for negligible
(0%-10%) recovery for lenders in the event of a payment default.

S&P expects that the company will use proceeds from the credit
facilities, along with an equity contribution from investors, to
fund the acquisition of Xand Holdings and to repay existing debt.

"The 'B' corporate credit rating reflects the company's high pro
forma adjusted leverage of about 7.1x for 2014, which we expect to
decline to the low-6x area in 2015 on double-digit revenue
growth," said Standard & Poor's credit analyst Michael Altberg.

While liquidity should remain adequate over the near term, S&P
expects free operating cash flow (FOCF) to be negative through at
least 2015 due to elevated discretionary capital spending
associated with expansion plans.  From a business risk
perspective, S&P believes the acquisition of Xand benefits the
company's geographic diversity and product offerings,
strengthening its position in second-tier markets in the
Northeast, and increasing its mix of higher-margin and more value-
added managed and cloud services revenue.

S&P's assessment of the company's business risk profile further
reflects the company's relatively small scale despite the
acquisition, exposure to economically sensitive small business
customers, and, in S&P's view, longer-term industry risks around
supply and demand dynamics, especially for more commodity-like
colocation services.  The company's good revenue visibility
provided by multiyear contracts and its focus on less competitive
second tier markets somewhat offset these risks.  In addition,
while S&P believes small business customers could be subject to
higher churn in an economic downturn, S&P also believes these
customers are further behind on the IT outsourcing curve,
potentially providing a longer tail of growth within colocation
services.

The stable rating outlook reflects S&P's belief that the company
will maintain adequate liquidity over the near term, despite S&P's
expectation that elevated capital expenditures will lead to
negative FOCF through at least 2015.  Additionally, healthy demand
for data center colocation space and managed services should
result in double-digit revenue growth over the next few years,
leading to ongoing leverage reduction.

S&P could lower the rating over the next 12 months if annualized
trends soften because of increased churn and intensifying
competitive pressure, causing leverage to remain above 7x on a
sustained basis.  Alternatively, S&P could lower the rating if
liquidity becomes pressured from ongoing negative FOCF in
conjunction with reduced borrowing availability under its
revolving credit facility.

An upgrade is unlikely in the near term as it would require an
assessment that the sponsor's financial policies would support
improved credit quality, including positive FOCF and leverage
reduction to below 5x on a sustained basis.


COTT CORP: Moody's Affirms B2 CFR Over $1.25-Bil. DSSA Deal
-----------------------------------------------------------
Moody's Investors Service affirmed Cott Corporation's ratings,
including the company's B2 Corporate Family Rating, the B2-PD
Probability of Default Rating, and the B3 rating on its existing
$525 million senior unsecured debt, following the announcement
that it has entered into a definitive agreement to acquire DS
Services of America, Inc. ("DSSA" or "DSW") in a deal valued at
approximately $1.25 billion, including the assumption of a portion
of DSSA's debt. DSSA is a leading provider of water and coffee
delivery services to US homes and offices. Moody's expects the
transaction to close in the first quarter of fiscal 2015. The
rating outlook is stable.

Ratings Rationale

Cott's B2 Corporate Family Rating reflects its increased post-
acquisition leverage, with debt/EBITDA (including Moody's standard
adjustments) at or slightly above 5 times at closing, and its
limited market share and pricing power in the broader beverage
industry dominated by Coca-Cola and PepsiCo. The company's
customer concentration, while improved post transaction, will
still be significant, and Cott is exposed to long-term declining
volume trends in the carbonated soft drinks and juice categories.
These credit negatives are mitigated by the combined company's
larger scale, better product and customer diversification,
positive free cash flow, and its position as the largest private
label beverage producer and a leading home and office water
delivery provider in North America. The rating recognizes the
benefits of DS Services of America's strong market position in the
fragmented US home and office delivery (HOD) market, its portfolio
of recognizable regional brands, and relatively high barriers to
new competition. At the same time, DSSA is exposed to potentially
volatile resin costs and to macroeconomic variables, most notably
employment rates.

The acquisition is transformational for Cott, taking it into an
entirely new business, which presents certain new risks and
challenges, but also provides for much needed diversification
given the negative long term trends in its core business. Moody's
expects the company to pay off its preferred shares relatively
soon, given their high and escalating coupon, and to then apply
cash to reducing ABL borrowings. For this reason, the preferred
shares, while having many equity-like characteristics, were
considered to be more debt-like than equity-like for purposes of
calculating leverage. Moody's does not expect major integration
issues since DSSA will be run separately, but does expect that
significant synergies, especially sales synergies, may be
difficult to achieve.

To fund the transaction Cott plans to issue $615 million in new
senior unsecured notes, and to issue $113 million of convertible
preferreds and $31 million of non-convertible preferreds. The
company will also increase the size of its senior secured
revolving credit facility to $400 million from $300 million.
Proceeds will be used to finance the equity purchase in the
transaction and to repay an existing DSSA term loan. However, Cott
intends to assume DSSA's existing $350 million 2nd lien notes.
These changes result in $1.1 billion of incremental debt for Cott.
However, the acquisition will also boost Cott's sales to
approximately $3 billion from $2 billion and improve margins and
cash flow.

The transaction is expected to close by the end of January, 2015,
subject to the rollover consent from debt holders of DSSA's
existing $350 million 10% 2nd lien notes and regulatory approvals.

Cott Corporation

Ratings affirmed:

Corporate Family Rating at B2;

Probability of Default rating at B2-PD;

Speculative Grade Liquidity Rating at SGL-2

Cott Beverages, Inc.

Ratings affirmed:

$525 million of senior unsecured debt at B3 (LGD5);

The stable outlook assumes that the acquisition of DSSA will be
successful and not become a distraction to Cott as it seeks to
manage this disparate business, while also transforming its own
business model and integrating Aimia Foods, which was acquired in
May. It also assumes that no further large acquisitions or share
buyback will be contemplated before leverage is significantly
reduced.

Given the potential for volatility in Cott's operating
performance, a ratings upgrade would require debt-to-EBITDA of
below 3.5 times on a sustainable basis, complemented by a good
liquidity profile and demonstrated positive momentum in volumes,
revenues, and profitability. A decline in earnings as a result of
volume declines, margin contraction, a weakening of Cott's
liquidity, or an increase in leverage such that debt-to-EBITDA
approaches 5.5 times could result in a ratings downgrade. Further
large acquisitions, or share buybacks before leverage has been
reduced to below 3.5 times could also result in a downgrade.

The principal methodology used in these ratings was Global Soft
Beverage Industry published in May 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Cott Corporation (Cott), headquartered in Toronto, Ontario, and
Tampa, Florida, is one of the world's largest private label and
contract manufacturing beverage companies. Cott's product
portfolio includes CSDs, clear, still and sparkling flavored
waters, juice, juice-based products, bottled waters, energy
related drinks, and ready-to-drink teas. Cott's customers include
many of the largest national and regional grocery, drugstore, and
convenience store chains, and wholesalers. Sales for the twelve
months ending September 26, 2014 were approximately $2.0 billion.
Pro forma for the acquisition of DSSA, the company will have
revenues of about $3 billion.

DS Services of America, headquartered in Atlanta, Georgia, is a
provider of bottled water, coffee and related services delivered
directly to residential and commercial customers in the U.S. Its
core business is the bottling and direct delivery of drinking
water in 3 and 5 gallon bottles to homes and offices and the
rental of water dispensers. The company also sells water in
smaller bottles, cups, coffee, flavored beverages, powdered sticks
and water filtration devices.


COTT CORP: S&P Puts 'B+' CCR on CreditWatch Negative
----------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including its 'B+' long-term corporate credit rating, on Tampa-
based Cott Corp. on CreditWatch with negative implications.  At
the same time, Standard & Poor's placed its 'B-' issue-level
rating on Atlanta, Ga.-based DS Services of America Inc.'s (DS
Services) senior secured notes on CreditWatch with positive
implications.

"Our CreditWatch negative placement on Cott follows the company's
announcement that it has entered into a definitive merger
agreement to acquire DSS Group Inc., parent to DS Services, from
Crestview Partners for about US$1.25 billion," said Standard &
Poor's credit analyst Lori Harris.  S&P believes the acquisition
will be financed with a combination of debt and preferred shares,
resulting in a material weakening of Cott's credit measures.

"The CreditWatch positive placement on DS Services' senior secured
debt reflects the notes favorable position in Cott's expected
capital structure, resulting in the likelihood that we will raise
the rating once the acquisition is complete," Ms. Harris added.
Standard & Poor's other ratings on DS Services, including its 'B'
long-term corporate credit rating, are unchanged.

Standard & Poor's expects the US$1.25 billion purchase price to be
financed with US$600 million of proposed senior unsecured notes,
US$350 million of assumed DS Services senior secured notes due
2021, US$150 million of proposed preferred shares, and a drawdown
of the asset-backed lending facility, which Cott plans to increase
to US$400 million from US$300 million.  S&P expects the
acquisition to close within the next few months on certain
approvals.

Standard & Poor's believes that Cott's financial risk profile will
no longer be in line with its "significant" assessment.  Given
that the acquisition will be financed with debt and preferred
shares (which S&P treats as debt), completion of the transaction
will significantly weaken credit protection measures on a pro
forma basis.  However, the acquisition of DS Services should
enhance Cott's business risk profile, which is "vulnerable" at
present, as the company will benefit in the areas of revenue
growth, margins, and diversification by product and customer.
This acquisition gives Cott an immediate entrance into the growing
U.S. water and coffee direct-to-consumer delivery segment and
water filtration segment, while providing some cost-saving
opportunities.  Still, DS Services represents a very large
transaction for Cott as it increases the company's revenue by
about 45% to US$3 billion on a pro forma basis, which adds
integration risk.

Resolution of the CreditWatch placements will depend on the
transaction closing in line with S&P's expectations and the
company obtaining the necessary approvals.  Upon closing, Standard
& Poor's expects it will likely downgrade Cott by one notch given
the weakening of credit protection measures, and assign a stable
outlook.  S&P also expects to lower its rating on Cott's US$525
million senior unsecured notes to 'B-', one notch below S&P's
long-term corporate credit rating on Cott, from 'B+'.  S&P would
also revise the recovery rating on the debt to '5' from '4'.  A
'5' recovery rating indicates S&P's view that lenders could expect
modest recovery in the event of default.  The one-notch
distinction between the corporate credit rating and the unsecured
notes would reflect S&P's expectation that a large amount of
priority secured debt would weaken the unsecured noteholders'
prospects for recovery in default.  S&P would likely raise its
issue rating on DS Services' US$350 million senior secured notes
two notches above the corporate credit rating to 'BB-' from 'B-',
and revise S&P's recovery rating on the debt to '1' from '5'; a
'1' recovery rating indicates S&P's view that lenders can expect
very high recovery in a default scenario.


DETROIT, MI: Judge Approves Plan to Exit Ch. 9 Bankruptcy
---------------------------------------------------------
Monica Davey and Mary Williams Walsh, writing for The New York
Times' DealBook, reported that U.S. Bankruptcy Judge Steven Rhodes
in Michigan approved a plan intended to help it escape years of
financial ruin and begin the hard work of becoming viable again.

According to the DealBook, many bankruptcy experts had predicted
that the closely watched litigation would take months or even
years longer, as it has in smaller cities and counties, but the
bankrupt city had its plan of debt adjustment confirmed a mere 16
months after it became the largest city in the United States to
enter Chapter 9.

"What happened in Detroit must never happen again," the DealBook
said, citing Judge Rhodes as saying as he approved the plan for
the city to rid itself of $7 billion in debt and to invest about
$1.7 billion into long-neglected city services. "This must never
be repeated anywhere in this state."

Matthew Dolan, writing for The Wall Street Journal, pointed out
that the city's art and the plan to raise millions from
foundations and other donors to pay for the arts so the city could
fund its pension shortfall was the linchpin deal in Detroit's
Chapter 9 case.

Although the city has an approved plan, financial experts question
whether the city can remain solvent with a substantial cost
savings and increased money from taxpayers driven by better
revenue collection and new residents and businesses, the Journal
said.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

                           *     *     *

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

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


DEWEY & LEBOEUF: Low-Level Employee to Get Separate Criminal Trial
------------------------------------------------------------------
Matthew Goldstein, writing for The New York Times' DealBook,
reported that Justice Robert M. Stoltz of the New York State
Supreme Court ruled that Zachary Warren, a former low-level
employee at the law firm Dewey & LeBoeuf, will be tried separately
on criminal charges arising from the collapse of  the once-mighty
New York firm and not stand trial with three of its former top
executives.

According to the report, Mr. Warren, who was a client relations
manager at the 1,300-lawyer firm and has since become a lawyer,
has argued that if he were tried along with the former Dewey
executives, it could have potentially prejudiced his chances of
being acquitted by a jury.  Judge Stoltz agreed, writing in his
opinion that there would be "substantial danger of a spillover
from the evidence" against the firm's former executives that would
make it difficult for a jury to independently assess Mr. Warren's
culpability, the report related.

                      About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DS SERVICES: Moody's Retains B2 CFR Over Cott Corp. Transaction
---------------------------------------------------------------
Moody's Investors Service said that the corporate family,
probability of default, and the 1st lien debt ratings for DS
Services of America, Inc. ("DSSA") are unchanged but will be
withdrawn upon the close of the recently announced transaction
whereby its parent company (DSS Group, Inc.) has reached a
definitive agreement to be acquired by Cott Corporation (NYSE:
COT) for approximately $1.25 billion including the assumption of
DSSA's 2nd lien debt. The 2nd lien debt has been placed under
review for upgrade. The rating outlook has been changed to rating
under review because the 2nd lien debt is expected to remain
outstanding post-close.

Based on the proposed terms of the acquisition, Moody's expects to
withdraw the ratings on DSSA's 1st lien term loan while upgrading
the 2nd lien notes more than one notch at the close of the
transaction. The 2nd lien notes currently held at DSSA are
expected to be guaranteed by Cott and become secured obligations
of Cott on a 2nd lien basis behind Cott's existing 1st lien debt.
As such, the notes are anticipated to have a higher priority in
Cott's proposed capital structure and will benefit from an
increased secured asset pledge on a pro-forma basis. The
transaction is expected to close by year end. If for some reason
the transaction does not close as anticipated, the 2nd lien notes
and outlook will be taken off review and the DSSA's ratings will
be re-evaluated at that time.

Ratings placed under review for upgrade at DS Services of America,
Inc.:

  $350 million Second Lien Notes due 2021 rated B3 (LGD5); and

The outlook is changed to rating under review

The following ratings at DS Services of America, Inc. are
unchanged but will be withdrawn upon the close of the transaction:

  B2 Corporate Family Rating;

  B2-PD Probability of Default Rating;

  $320 million First Lien Term Loan due 2020 at Ba3 (LGD2); and

  Speculative Grade Liquidity Rating at SGL-2

Ratings Rationale

Setting aside the potential acquisition by Cott, DSSA's B2
Corporate Family Rating reflects the company's elevated leverage
profile, moderate interest coverage, and material exposure to
macroeconomic variables, most notably employment rates.
Furthermore, DSSA is exposed to volatile resin costs and is
pursuing an aggressive strategy to grow through acquisitions that
could expose the company to integration risks. Moody's expect
adjusted leverage to remain elevated in the near term with some
modest improvement over time as the company pursues its strategy
to invest excess cash in growth initiatives. The rating gives
positive consideration to DSSA's strong market position in the
fragmented US home and office delivery (HOD) market, its portfolio
of recognizable regional brands, relatively high barriers to new
competition entering the space, and expectations for positive free
cash flow during the next twelve to eighteen months. In addition,
Moody's view the company's presence in the Office Coffee Services
(OCS) and filtration markets favorably, largely because of the
product diversification benefits. DSSA is understood to have a #3
position in both of these markets and Moody's expect continued
growth in OCS and filtration over time.

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

DS Services of America, Inc. (DSSA), headquartered in Atlanta,
Georgia, is a leading beverage services provider delivering
directly to residential and commercial customers in the US. The
majority of the company's revenues come from the bottling and
direct delivery of drinking water in 3 and 5 gallon bottles to
homes and offices (HOD) and the rental of water dispensers, with a
lesser portion coming from office coffee services (OCS) and
filtration-related services. The company also sells private label
water to various retailers, sells water in smaller bottles, and
offers cups, flavored beverages, powdered sticks, and other
products such as Snapple to their customers. DSSA is majority
owned by private equity firm Crestview Partners following an
August 2013 LBO transaction where the company was purchased for
approximately $885 million. Revenues for the twelve month period
ended September 26, 2014 were nearly $966 million.


DIALOGIC INC: Faces Lawsuit Over Merger Plans
---------------------------------------------
Dialogic Merger Inc., and a wholly-owned subsidiary of Dialogic
Group Inc., filed with the U.S. Securities and Exchange Commission
an amended tender offer statement on Schedule TO  relating to the
offer by Dialogic Merger to purchase for cash all of the
outstanding common stock, par value $0.001 per share of Dialogic
Inc., at a price of $0.15 per Share net to the seller in cash,
without interest, and less any required withholding taxes, if any,
upon the terms and conditions set forth in the offer to purchase
dated October 24, 2014.

The Offer to Purchase and Item 11 of the Schedule TO were amended
and supplemented by adding the following at the end of Section 16
of the Offer to Purchase entitled "Certain Legal Matters and
Regulatory Approvals":

   "Certain Litigation. On or around October 28, 2014, a purported
    stockholder of the Company filed a putative class action
    lawsuit in the Superior Court of New Jersey, Morris County,
    against the Company, its directors, Parent, and Purchaser,
    captioned Stephen Bushansky v. Dialogic Inc., et al.  The
    lawsuit alleges that the Company's directors breached their
    fiduciary duties to the Company's stockholders, and that the
    other defendants aided and abetted those breaches, by seeking
    to sell the Company through an allegedly unfair process for an
    unfair price on unfair terms.  The lawsuit seeks, among other
    things, equitable relief that would enjoin the consummation of
    the proposed merger, rescission of the merger agreement (to
    the extent it already is implemented), and attorneys' fees and
    costs.  Additional stockholders of the Company may file
    additional lawsuits that seek similar relief based on similar
    allegations."

                          About Dialogic

Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

Dialogic reported a net loss of $53.93 million in 2013 following
a net loss of $37.61 million in 2012.  The Company's balance sheet
at June 30, 2014, showed $60.57 million in total assets, $134.74
million in total liabilities, and a $74.17 million total
stockholders' deficit.

The Company warned in its quarterly report for the period ended
June 30, 2014, that it would likely need to seek protection
under the provisions of the U.S. Bankruptcy Code or its affiliates
might be required to seek protection under the provisions of
applicable bankruptcy codes in other jurisdictions the event of an
acceleration of the Company's obligations under the Revolving
Credit Agreement or Term Loan Agreement prior to their maturity or
if the agreements are not extended or otherwise restructured as of
March 31, 2015, and the Company fails to pay the amounts that
would then become due.


EDUCATION REALTY: S&P Assigns 'BB+' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' corporate
credit rating to Education Realty Trust Inc. (EDR).  The outlook
is stable.

"Our rating on EDR reflects the company's "fair" business risk
profile.  Although EDR's portfolio of assets is relatively small,
its amenity-rich student housing properties are well occupied and
produce relatively stable cash flows throughout the cycle," said
credit analyst Michael Souers.  "We expect the near-term
fundamentals for student housing REITs to remain favorable, with
stable enrollment trends and rent growth. EDR's development
appetite is comparatively large relative to its size, yet the
company has a good track record of delivering projects on time.
The ratings also incorporate the company's "intermediate"
financial risk profile, marked by strong debt coverage metrics and
moderate leverage.  Historically, EDR has relied heavily on its
revolving credit facility to temporarily fund capital needs,
including development, which has contributed to a low weighted
average cost of debt and provided an artificial boost to coverage
measures.  We expect EDR will look to diversify its capital
sources to fund its capital needs."

The outlook is stable.  S&P expects EDR's stabilized communities
will produce modest but steady internal growth supported by
favorable near-term fundamentals, supplemented by the delivery of
new development projects currently in process.  The company to
date has a good track record of delivering projects in a timely
manner.  The rating and outlook also incorporate S&P's expectation
that the company will transition to a more conservative balance
sheet by relying less on its revolver and variable rate financing.

Downside scenario

Although unlikely in the near term, S&P would consider a downgrade
if fixed-charge coverage falls below 2.1x, potentially driven by
leveraged growth or a failure to lease up the portfolio ahead of
the academic year.  S&P would also consider a negative rating
action if total coverage (including dividends) falls below 1.0x.

Upside scenario

S&P would consider raising the rating if it reassessed EDR's
business risk profile as "satisfactory", which could occur if the
company increases its scale on a leverage-neutral basis while more
prudently pursuing development and managing appropriate liquidity
to finance projects.  Additionally, S&P would also like to see EDR
become less reliant on its revolving credit facility.  Considering
the firm's smaller platform, maintaining a financial risk profile
that is firmly in the "intermediate" category (such that fixed-
charge coverage is sustained above 2.5x) will also be an important
factor.


ERF WIRELESS: Issues 3.8 Million Common Shares
----------------------------------------------
ERF Wireless, Inc., issued 3,847,894 shares of common stock from
Oct. 25, 2014, through Oct. 31, 2014, according to a regulatory
filing with the U.S. Securities and Exchange Commission.  The
Shares were issued pursuant to existing Convertible Promissory
Notes that have all been reported on in the Company's earlier
public filings.  The Company receives no additional compensation
at the time of the conversions beyond that previously received at
the time the Convertible Promissory Notes were originally issued.
The Shares were issued at an average of $0.01 per share.  The
issuance of the Shares constitutes 15.5% of the Company's issued
and outstanding shares based on 24,787,938 shares issued and
outstanding as of Oct. 24, 2014.

                        About ERF Wireless

Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum
of customers in primarily underserved, rural and suburban parts of
the United States.

ERF Wireless reported a net loss attributable to the Company of
$7.26 million in 2013, a net loss attributable to the Company of
$4.81 million in 2012 and a net loss attributable to the Company
of $3.37 million in 2011.

The Company's balance sheet at June 30, 2014, showed $3.59 million
in total assets, $11.69 million in total liabilities and a
$8.10 million total shareholders' deficit.


ERF WIRELESS: Issues 2.4 Million Common Shares
----------------------------------------------
From Nov. 1 , 2014, through Nov. 7, 2014, ERF Wireless, Inc.,
issued 2,450,000 common stock shares pursuant to existing
Convertible Promissory Notes that have all been reported on in the
Company's earlier public filings, the Company disclosed in a Form
8-K filed with the U.S. Securities and Exchange Commission.

The Company receives no additional compensation at the time of the
conversions beyond that previously received at the time the
Convertible Promissory Notes were originally issued.  The Shares
were issued at an average of $0.007 per share.  The issuance of
the Shares constitutes 8.5% of the Company's issued and
outstanding shares based on 28,635,832 shares issued and
outstanding as of Oct. 31, 2014.

Meanwhile, on Nov. 3, 2014, the Company terminated its Oct. 23,
2013, Convertible debenture with Group 10 Holdings LLC and
simultaneously repaid the remaining balance of that convertible
debenture as well as the associated prepayment penalty.

                         About ERF Wireless

Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum
of customers in primarily underserved, rural and suburban parts of
the United States.

ERF Wireless reported a net loss attributable to the Company of
$7.26 million in 2013, a net loss attributable to the Company of
$4.81 million in 2012 and a net loss attributable to the Company
of $3.37 million in 2011.

The Company's balance sheet at June 30, 2014, showed $3.59 million
in total assets, $11.69 million in total liabilities and a
$8.10 million total shareholders' deficit.


EVANS & SUTHERLAND: Posts $639,000 Net Income in Third Quarter
--------------------------------------------------------------
Evans & Sutherland Computer Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $639,000 on $7.65 million of sales
for the three months ended Sept. 26, 2014, compared to net income
of $989,000 on $8.50 million of sales for the three months ended
Sept. 27, 2013.

For the nine months ended Sept. 26, 2014, the Company reported a
net loss of $780,000 on $20.04 million of sales compared to a net
loss of $793,000 on $18.42 million of sales for the nine months
ended Sept. 27, 2013.

The Company's balance sheet at Sept. 26, 2014, showed $25.37
million in total assets, $39.23 million in total liabilities and a
$13.86 million total stockholders' deficit.

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

                       http://is.gd/ijD8aX

                     About Evans & Sutherland

Salt Lake City, Utah-based Evans & Sutherland Computer Corporation
in conjunction with its wholly owned subsidiary, Spitz Inc.,
creates innovative digital planetarium systems and cutting-edge,
fulldome show content.  E&S has developed Digistar 5, the world's
leading digital planetarium with fulldome video playback, real-
time computer graphics, and a complete 3D digital astronomy
package fully integrated into a single theater system.  This
technology allows audiences to be immersed in full-color, 3D
computer-generated interactive worlds.  As a full-service system
provider, E&S also offers Spitz domes, hybrid planetarium systems
integrated with Digistar and a full range of theater systems from
audio and lighting to theater automation.  E&S markets include
planetariums, science centers, themed attraction venues, and
premium large-format theaters.  E&S products have been installed
in over 1,300 theaters worldwide.

For the nine months ended Sept. 27, 2013, the Company reported a
net loss of $793,000 on $18.42 million of sales as compared with a
net loss of $2.19 million on $17.92 million of sales for the nine
months ended Sept. 28, 2012.


EXIDE TECHNOLOGIES: Must Set Aside $38.6MM for Clean Up, DTSC Says
------------------------------------------------------------------
Nancy Martinez at Egpnews.com reports that the Department of Toxic
Substance Control has ordered Exide Technologies Inc. to put aside
$38.6 million -- an increase of over $27.5 million from what was
previously required -- to cover the cost of cleaning up the
contamination if the Vernon facility closes.

Egpnews.com relates that the Vernon facility has been cited
multiple times for higher than allowed emission levels of lead and
other toxic chemicals.  According to the report, the South Coast
Air Quality Management District identified 215 homes in the Boyle
Heights and Maywood communities as having the highest probability
of being affected by airborne emissions from the facility.  The
report states that Supervisor Gloria Molina said she would ask her
fellow supervisors to authorize county attorneys to pursue legal
action against Exide Technologies.

According to Egpnews.com, DTSC requires Exide Technologies to
establish a $9 million trust fund to clean nearby areas affected
by lead contamination.  The Vernon facility, says the report, will
have to pay DTSC $526,000 in fines related to the violations, and
$760,000 to cover the cost for facility oversight.

"We recognize the community's concerns and have committed to clean
residential properties and work efficiently to minimize
disruptions to residents," Egpnews.com quoted Thomas Strang, Exide
Technology's vice president of environmental health and safety, as
saying.

DTSC said the enforcement order won't affect its decision
regarding Exide Technology's permit application, which must be
finalized by Dec. 31, 2015, Egpnews.com states.  The report adds
that Exide Technologies has been operating under a temporary
permit for 33 years.  According to the report, Southern California
Air Quality Management District spokesperson Tina Cox said that
Exide Technolgogies has filed 18 separate permit applications for
their air pollution control systems to comply with SCAQMD rules
and regulations, and has submitted plans to implement a risk
reduction plan to demonstrate they are complying with the state's
health risk thresholds.

                    About Exide Technologies

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

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

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

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

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

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

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


FORESTDALE VILLAGE: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Forestdale Village, LLC
        PO Box 746
        15 West Road
        Forestdale, MA 02644

Case No.: 14-15228

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 6, 2014

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. William C. Hillman

Debtor's Counsel: David B. Madoff, Esq.
                  MADOFF & KHOURY LLP
                  124 Washington Street - Suite 202
                  Foxborough, MA 02035
                  Tel: 508-543-0040
                  Fax: 508-543-0020
                  Email: madoff@mandkllp.com

Total Assets: $3.8 million

Total Liabilities: $4.75 million

The petition was signed by Stephen G. Powers, manager.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/mab14-15228.pdf


FONTAINEBLEAU LAS VEGAS: Court Rejects Trustee's Settlement
-----------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. Bankruptcy Judge A. Jay Cristol in Miami
refused to approve an $83.3 million settlement the trustee
liquidating the Fontainebleau Las Vegas LLC entered into to
resolve lawsuits against former directors, officers and managers.

According to the report, in July, Judge Cristol declined to
approve a provision in the settlement that would have barred a
pending lawsuit against Fontainebleau directors and officers filed
by term-loan lenders.  The term-loan lenders renewed their
objection to entry of a proposed bar order, which was a condition
to the settlement's consummation, and Judge Cristol upheld the
objections.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was
planned as a hotel-casino on property along the Las Vegas Strip.
Its developer, Fontainebleau Las Vegas Holdings LLC and
affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead
Case No. 09-21481) on June 9, 2009.

Scott L Baena, Esq., at BilzinSumbergBaena Price & Axelrod LLP,
represented the Debtors in their restructuring effort.  Kurtzman
Carson Consulting LLC served as the Debtors' claims agent.
Attorneys at Genovese Joblove& Battista, P.A., and Fox
Rothschild, LLP, represented the Official Committee of Unsecured
Creditors.  Fontainebleau Las Vegas LLC estimated more than
$1 billion in assets and debts, while each of Fontainebleau Las
Vegas Capital Corp. and Fontainebleau Las Vegas Holdings LLC
estimated less than $50,000 in assets.

In February 2010, Icahn Enterprises L.P. acquired Fontainebleau
for roughly $150 million.  The bankruptcy case was subsequently
converted to Chapter 7.  Soneet R. Kapila has been named the
trustee for the Chapter 7 case of Fontainebleau Las Vegas.


FOUR CORNERS: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

    Debtor                                          Case No.
    ------                                          --------
    Four Corners of Excellence, Inc.                14-13128
    3639 Cortez Road West
    Suite 220
    Bradenton, FL 34210

    21st Century Concepts LLC                       14-13130
    McHale, PA
    1601 Jackson Street, #200
    Fort Myers, FL 33901

    Administrative Concepts 2000 Corporation        14-13132
    McHale, PA
    1601 Jackson Street, #200
    Fort Myers, FL 33901

    Administrative Concepts 2003, Inc.              14-13133

    Administrative Concepts 2010, Inc.              14-13135

    Administrative Concepts Corp.                   14-13137

    Simple Employer Solutions, Inc.                 14-13138

Chapter 11 Petition Date: November 6, 2014

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

Judge: Hon. Rodney May

Debtors' Counsel: Michael C Markham, Esq.
                  JOHNSON POPE BOKOR RUPPEL & BURNS LLP
                  Post Office Box 1100
                  Tampa, FL 33601-1100
                  Tel: 813-225-2500
                  Fax: 813-223-7118
                  Email: mikem@jpfirm.com

                                       Estimated    Estimated
                                         Assets    Liabilities
                                      -----------  -----------
Four Corners of Excellence, Inc.      $1MM-$10MM   $1MM-$10MM
21st Century Concepts LLC             $100K-$500K  $1MM-$10MM
Administrative Concepts 2000 Corp     $100K-$500K  $1MM-$10MM

The petitions were signed by Gerard A. McHale, Jr., chief
liquidating officer.

A list of Four Corners's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-13128.pdf

A list of 21st Century's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-13130.pdf

A list of Administrative Concepts 2000's four largest unsecured
creditors is available for free at:

             http://bankrupt.com/misc/flmb14-13132.pdf


FRONTIER BANK: Bank of Southern California Assumes All of Deposits
------------------------------------------------------------------
Frontier Bank, FSB, Palm Desert, California was closed by the
Office of the Comptroller of the Currency, which appointed the
Federal Deposit Insurance Corporation (FDIC) as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with Bank of Southern California, N.A., San
Diego, California, to assume all of the deposits of Frontier Bank,
FSB.

The two branches of Frontier Bank, FSB, doing business as El Paseo
Bank, will reopen as branches of Bank of Southern California, N.A.
during their normal business hours.  Depositors of Frontier Bank,
FSB will automatically become depositors of Bank of Southern
California, N.A. Deposits will continue to be insured by the FDIC,
so there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.

Customers of Frontier Bank, FSB should continue to use their
current branch until they receive notice from Bank of Southern
California, N.A. that systems conversions have been completed to
allow full-service banking at all branches of Bank of Southern
California, N.A.

Depositors of Frontier Bank, FSB can continue to access their
money by writing checks or using ATM or debit cards. Checks drawn
on the bank will continue to be processed.  Loan customers should
continue to make their payments as usual.

As of June 30, 2014, Frontier Bank, FSB had approximately $86.4
million in total assets and $82.1 million in total deposits.  Bank
of Southern California, N.A. will pay the FDIC a premium of 1.06
percent to acquire all of the deposits of Frontier Bank, FSB.  In
addition to assuming all of the deposits of Frontier Bank, FSB,
Bank of Southern California, N.A. agreed to purchase essentially
all of the failed bank's assets.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $4.7 million.  Compared to other alternatives, Bank
of Southern California, N.A.'s acquisition was the least costly
resolution for the FDIC's DIF.  Frontier Bank, FSB is the 17th
FDIC-insured institution to fail in the nation this year, and the
first in California.  The last FDIC-insured institution closed in
the state was Palm Desert National Bank, Palm Desert, on April 27,
2012.


FUSION TELECOMMUNICATIONS: Acquires PingTone for $10 Million
------------------------------------------------------------
Fusion Telecommunications International, Inc., and its recently
formed wholly owned subsidiary, Fusion PTC Acquisition, Inc.,
completed the acquisition of all of the outstanding equity
securities of PingTone Communications, Inc., according to a
regulatory filing with the U.S. Securities and Exchange
Commission.  The acquisition of PingTone was accomplished through
a merger of PTC with and into PingTone, with PingTone surviving
the merger.  As a result of the Merger, PingTone became a wholly
owned subsidiary of Fusion NBS Acquisition Corp., a direct wholly
owned subsidiary of Fusion.

The PingTone shares acquired were purchased from the existing
shareholders of PingTone, including Shelby Bryan, Steven Wheeler
and Janal LLLP, who collectively owned a majority interest in
PingTone.  The consideration paid to the PingTone Shareholders was
$10 million (exclusive of cash acquired), consisting of $7.5
million in cash and $2.5 million in shares of Fusion common stock.
The $5 million of the Purchase Price was funded through the sale
of Series E Notes issued to the Lenders.

Upon completion of the integration with PingTone, Fusion expects
to achieve approximately $950,000 in annual cost synergies and
additional revenue growth from the cross-sale and up-sale of the
companies' combined products and services.  The expected
performance of the combined companies, and the integration of
PingTone's experienced and highly skilled team of professionals,
including a strong direct sales force, will allow Fusion to
accelerate its organic growth plans as the company continues to
pursue its acquisition strategy.

Matthew Rosen, Fusion chief executive officer, said, "Both
companies are excited about the value we can create as we come
together through this acquisition.  It has been a pleasure to work
on this transaction with Shelby Bryan, PingTone's Founder,
chairman and chief executive officer.  With decades of ground-
breaking experience in communications, and having built, grown and
sold successful companies as an entrepreneur and venture
capitalist, Shelby's confidence in the combined company is
especially gratifying.  We're delighted that PingTone's
shareholders share our vision in the company and look forward to
increasing their value as we build the future."

PingTone's Shelby Bryan added, "We are impressed with Fusion's
exceptional management team and their strategic plans for growing
the business in the rapidly expanding cloud services industry.  We
believe in their mission to be the industry's single source
provider for companies looking to access the many benefits the
cloud brings to the enterprise.  That is why, as PingTone
shareholders, we are taking common stock in Fusion as part of the
consideration.  We look forward to participating in the combined
companies' growth by lending active support to achieve its goals."

Don Hutchins, Fusion's president and chief operating officer,
said, "PingTone's success in delivering the highest standards of
quality and support is evident in the low attrition and customer
loyalty of its enterprise customers in the Washington, D.C. area,
all of whom demand advanced solutions and service excellence. We
believe that the combination will accelerate the companies'
organic growth, with Fusion's nationwide cloud network and
advanced cloud services platform extending PingTone's geographic
reach and expanding its cloud solutions offering.  In addition to
adding significant contracted monthly recurring revenue, a growing
base of loyal enterprise customers, and positive adjusted EBITDA,
the acquisition adds a very experienced and highly qualified
management team, direct sales organization and staff to Fusion's
own experienced organization, helping us expand our ability to
support an ever growing customer base."

Q Advisors LLC, a Denver and San Francisco based investment
banking boutique, acted as exclusive financial advisor to
PingTone.

                   About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

Fusion Telecommunications incurred a net loss applicable to common
stockholders of $5.48 million in 2013, a net loss applicable to
common stockholders of $5.61 million in 2012 and a net loss of
$4.45 million in 2011.  The Company's balance sheet at March 31,
2014, showed $69.69 million in total assets, $58.51 million in
total liabilities and $11.18 million in total stockholders'
equity.


GEMINI HDPE: S&P Assigns 'B+' Rating on $420MM Sr. Secured Loan B
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
secured rating to Gemini HDPE LLC's $420 million first-lien senior
secured term loan B.  The '2' recovery rating indicates
substantial (70% to 90%) recovery of principal in a default
scenario.  The outlook is stable.

Gemini is a 50/50 joint venture between Ineos AG (Ineos) and Sasol
Ltd. via wholly owned indirect subsidiaries Ineos Gemini HDPE
Holding Co. LLC (Ineos HoldCo) and Sasol Chemicals North America
LLC.  Gemini, a special-purpose, bankruptcy-remote entity, intends
to raise $524 million of capital to fund the construction of a 1
billion pound bimodal high-density polyethylene (HDPE) plant in La
Porte, Texas.  The funding sources include a $420 million term
loan B and $104 million of equity.  S&P rated the debt using its
project finance methodology.

"The rating on the loan is weak-linked to the rating on Ineos
Group Holdings, which guarantees 50% of the project's debt and all
other payment obligations during the construction and operational
phases," said Standard & Poor's credit analyst Nora Pickens.

Sasol Financing (Pty.) Ltd., a subsidiary of Sasol Ltd.,
guarantees the remaining 50% of Gemini's debt and counterparty
payment obligations.  The completion and tolling guarantees are
several, not joint, which ultimately links the project's rating to
the lowest rated counterparty.  Relative to other rated projects,
Gemini is unique in that its parent companies fully guarantee the
project's debt service, making it immune to construction and
operating risks.  S&P analyzed whether the project's stand-alone
merits (i.e., assuming the project operated on a merchant basis,
without benefiting from any parent contracts) could warrant a
higher rating during the operations phase, but concluded that it
would be no better than the assigned 'B+' rating.

The stable outlook on Gemini mirrors that on Ineos Group Holdings.
If S&P revised its outlook on Ineos Group Holdings, it would
likely do the same to Gemini's outlook.  Similarly, if S&P was to
raise or lower the rating on Ineos Group Holdings, it would likely
do the same to the rating on Gemini.


GENWORTH FINANCIAL: S&P Lowers Rating to 'BB+'; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term counterparty credit and senior unsecured debt ratings on
Genworth Financial Inc. to 'BB+' from 'BBB-'.  S&P also lowered
its financial strength ratings on Genworth Life Insurance Co.,
Genworth Life and Annuity Insurance Co., and Genworth Life
Insurance Co. of New York to 'BBB+' from 'A-'.  The outlook is
negative.

In addition to the rating actions on the core life subsidiaries,
these actions were also taken on various subsidiaries of Genworth:

   -- S&P lowered its financial strength ratings on Genworth
      Financial Mortgage Insurance Pty Ltd., the active Australian
      lenders' mortgage insurance (LMI) business, to 'A+' from
      'AA-'.  The outlook is negative.  S&P affirmed its 'A-'
      rating on Australian LMI run-off subsidiary Genworth
      Financial Mortgage Indemnity Ltd. with a stable outlook.

   -- S&P lowered its financial strength rating on Genworth
      Financial Mortgage Insurance Co. Canada to 'A+' from 'AA-'.
      S&P also lowered the long-term counterparty credit rating on
      Genworth MI Canada Inc. (the holding company for the
      Canadian mortgage insurance business) to 'BBB+' from 'A-'.
      The outlook is negative.

   -- S&P lowered its ratings on U.K.-domiciled Genworth Financial
      Mortgage Insurance Ltd. to 'BB+' from 'BBB-' by virtue of a
      parent-company guarantee from Genworth Financial Inc.  The
      outlook is negative.

   -- S&P placed its 'A-' ratings on Genworth's European
      protection business, Financial Assurance Co. Ltd. (FACL) and
      Financial Insurance Co. Ltd. (FICL) on CreditWatch Negative.

The downgrade of the core U.S. life insurance companies to 'BBB+'
from 'A-' reflects S&P's less-favorable assessment of the
organization's inherent capital and earnings volatility and
overall risk position after third-quarter earnings volatility.

The downgrade of the parent holding company is attributable to the
downgrade of the core life insurance companies.  Because parent
debt servicing relies on the dividend capacity from all primary
subsidiaries globally, management's intent to limit U.S. life
insurance company dividends to the parent and the U.S. mortgage
insurance operations' inability to pay dividends until at least
late 2015 (because they need capital to comply with new capital
requirements) further constricts already less-than-adequate
financial flexibility.

The rating actions on the active Australian and Canadian mortgage
insurance businesses are driven by the developments in the U.S.
life insurance operations.  The ratings on the insulated
Australian and Canadian businesses are capped at three notches
above the group credit profile under S&P's group ratings
methodology, and accordingly moved in step with the rating action
on Genworth Life.

The placement of S&P's ratings on FACL and FICL on CreditWatch
with negative implications is pending S&P's assessment of the
independence of their financial strength from the Genworth group
in light of increasing financial stress across the group, as well
as the degree to which FACL/FICL's own creditworthiness could be
affected.  Under S&P's group ratings methodology, the ratings on
FACL/FICL cannot exceed those on the core U.S. life entities
unless it views them as insulated.  If this is the case, S&P
expects to affirm the ratings with a negative outlook, reflecting
that on the core U.S. life entities.  If S&P do not view FACL/FICL
as insulated, then it is likely to lower the ratings by one notch
to the level of the ratings on the core U.S. life entities.  The
resolution of S&P's CreditWatch, which it expects within the next
90 days, will depend on S&P's assessment of the relative autonomy
of FACL/FICL, particularly if the group financial profile
deteriorates further.

The negative outlook on the core life insurance companies, which
indicates at least a one-third chance of a downgrade, reflects the
need to rebuild capital strength, the risk of further reserve
strengthening, and execution risk in the turnaround of the U.S.
life insurance division.  Moreover, the negative outlook captures
our ongoing reassessment of management's operational effectiveness
and ability to execute strategy, and the importance and
effectiveness of Genworth's enterprise risk management program.

The negative outlook on the holding company reflects concerns in
the core life insurance company outlook, loss of dividends from
the life insurance division likely through late 2015, and
execution risk at the U.S. mortgage division as it seeks to self-
fund new government-sponsored entity capital requirements without
calling upon parent cash.  The outlook includes concern about low
earnings capacity in the near term as well as low fixed-charge
coverage.

S&P could lower the ratings if the group financial profile further
deteriorates.  Any additional material reserve strengthening could
result in a downgrade.  Any perceived or actual inability to
improve U.S. life division earnings would mute the benefit of
diversification in S&P's ratings and could result in a downgrade
as well.  S&P could also lower the ratings if it has a changed
view of management's ability to execute its chosen strategy, or of
Genworth's enterprise risk management program.

An upgrade at the U.S. life insurance companies is unlikely
without a transformational improvement in operating fundamentals,
including reduced earnings volatility during the next few years.
An upgrade of the holding company is achievable but would depend
highly on much improved earnings and dividend capacity across all
major divisions of the enterprise, as well as restored strong
capital strength at both the U.S. life and U.S. mortgage insurance
divisions, and greatly improved fixed-charge coverage on a
sustained basis.


GT ADVANCED: KCC Approved as Notice Claims and Balloting Agent
--------------------------------------------------------------
The Bankruptcy Court authorized GT Advanced Technologies Inc., et
al., to employ Kurtzman Carson Consultants LLC as notice, claims
and balloting agent.

KCC is expected to provide the Debtor with consulting services
regarding noticing, claims management and reconciliation, plan
solicitation, balloting, disbursements and any other services
agreed upon by the parties or otherwise required by applicable
law, government regulations or court rules or orders.

The Debtors agreed to pay for the consulting services at these
rates:

         Executive Vice President                   Waived
         Director/Senior Managing Consultant        $175
         Consultant/Senior Consultant             $70 - $160
         Project Specialist                       $50 - $100
         Technology/Programming Consultant        $45 -  $85
         Clerical                                 $25 - $45
         Weekend, holidays and overtime              Waived

                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.


GYMBOREE CORP: Bank Debt Due February 2018 Trades at 39% Off
------------------------------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 61.50 cents-on-the-
dollar during the week ended Friday, Nov. 7, 2014 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 1.25
percentage points from the previous week, The Journal relates.
Gymboree Corp pays 350 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Feb. 23, 2018.  The bank
debt carries Moody's B2 and Standard & Poor's B- rating.  The loan
is one of the biggest gainers and losers among 204 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


HARMONY LAND: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: Harmony Land Holdings LLC
        P.O. Box 89
        Plymouth, NH 03264

Case No.: 14-12167

Chapter 11 Petition Date: November 6, 2014

Court: United States Bankruptcy Court
       District of New Hampshire (Manchester)

Judge: Hon. Bruce A. Harwood

Debtor's Counsel: William S. Gannon, Esq.
                  WILLIAM S. GANNON PLLC
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830
                  Email: bgannon@gannonlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $0 to $50,000

The petition was signed by Raymond F. Harmony, member.

The Debtor listed Town of Holderness as its largest unsecured
creditor holding a claim of $38,992.

A full-text copy of the petition is available for free at:

           http://bankrupt.com/misc/nhb14-12167.pdf


HC2 HOLDINGS: Moody's Assigns B3 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and a B3-PD probability of default rating to HC2 Holdings, Inc.
("HC2"). At the same time, Moody's assigned a Caa1 rating to HC2's
proposed $250 million senior secured notes. Proceeds from the note
offering will be used to repay existing debt, pay transaction fees
and expenses and for general corporate purposes. Moody's also
assigned a speculative grade liquidity rating of SGL-3. The rating
outlook is stable.

The following actions were taken:

Assignments:

Issuer: HC2 Holdings, Inc.

Corporate Family Rating, Assigned B3;

Probability of Default Rating, Assigned B3-PD

$250 Million Senior Secured Notes due 2019, assigned Caa1, LGD4

Speculative Grade Liquidity Rating, Assigned SGL-3

Outlook Actions:

Outlook, Assigned Stable Outlook

This is a newly initiated rating and this is Moody's first press
release on this issuer.

Ratings Rationale

HC2's B3 corporate family rating reflects the effective
subordination of HC2 to the direct claims on the assets and cash
flows of Schuff International, Inc. and Global Marine Systems
Limited, which are the most significant operating subsidiaries of
HC2 and account for about 70% of its total assets. It also
reflects HC2's elevated leverage (about 4.5x on a pro forma
basis), uncertain interest coverage and the small size, limited
geographic and end market diversity and weak or inconsistent
profitability of some of the company's operating subsidiaries.
HC2's nascent history, lack of committed cash flows and the
likelihood of HC2 making additional acquisitions also factor into
the rating. HC2's sole source of internal cash flow is the
dividends it expects to receive from its subsidiaries. HC2's
rating is supported by the diversity of its operating subsidiaries
and the potential for further diversification from future
acquisitions. It is also supported by the cash generating
potential of its operating subsidiaries.

HC2 has several operating subsidiaries, but Global Marine and
Schuff International will be the largest and most significant cash
generating subsidiaries for dividends to HC2. Dividends from these
subsidiaries will also be necessary to support HC2's loss making
operating subs. HC2's rating reflects the relatively weak credit
profiles of Global Marine and Schuff. Global Marine's credit
profile is impacted by its very small size (about $170 million LTM
revenue), fixed price contract exposure, customer concentration
and limited end market diversification. This is somewhat tempered
by its high margins and the recurring nature of its maintenance
contracts. Schuff's credit profile is impacted by its small size,
weak margins and lack of geographic diversification, which is
somewhat tempered by the improved prospects for commercial and
industrial construction. HC2's rating also reflects the weak
performance of its other operating subsidiaries, which are either
in a cash burning start-up mode or have had weak recent operating
results.

HC2's proposed senior secured notes are rated Caa1, which is one
notch below the corporate family rating due to the structural
subordination of the note holders' claims on the assets and cash
flows of HC2's significant operating subsidiaries. The senior
secured note holders will have a first-priority pledge in HC2's
ownership interest in Schuff International equity and 65% of the
Brighthouse Marine Limited (Global Marine) equity owned by HC2. In
addition, Schuff and Global Marine will not be providing
guarantees on the senior secured notes. The notes will also be
structurally subordinated to any existing and future debt of the
company's non-guarantor subsidiaries. The existing non-guarantor
subsidiary debt includes about $11 million of borrowings on the
$50 million revolving credit facility and $4.9 million of term
loan debt at Schuff International and about $83 million of vessel
financing and $7.6 million of other liabilities at Global Marine.
The notes are also secured by substantially all other assets owned
by HC2, but those assets have a very modest asset value versus the
size of the proposed notes and their short term cash generating
potential is limited.

HC2 has been assigned a speculative grade liquidity rating of SGL-
3 reflecting its adequate pro-forma liquidity of about $60 million
in cash, which is enough to cover about 1.5 years of operating
expenses and interest payments on the convertible preferred stock
and the senior secured notes. It also reflects the cash generating
potential of Global Marine and Schuff and the dividends they are
expected to pay to HC2. The lack of near term debt maturities
along with the minimum liquidity covenant also provide support to
the liquidity rating. The minimum liquidity covenant requires the
company to maintain an unrestricted cash balance equal to between
6 and 12 months of cash interest on the senior secured notes and
cash interest payments on the preferred stock depending on the
collateral coverage ratio. The major restraints to the speculative
grade liquidity rating is the inability to service the debt out of
operating cash flow and the lack of a committed revolving credit
facility at HC2.

The stable outlook reflects the expectation for stable or improved
operating results and cash flows at Schuff International and
Global Marine and the use of those cash flows to pay dividends to
HC2. The stable outlook also reflects Moody's expectation that HC2
will maintain an adequate liquidity profile even as it pursues
future acquisitions.

An upgrade in the company's ratings is unlikely in the near-term
because of the company's limited history and the expectation that
it will continue to maintain a relatively weak credit profile as
it pursues acquisitive growth. However, the acquisition of other
businesses in different industries with strong credit profiles or
a substantial reduction in financial leverage or increase in
liquidity could warrant an upgrade.

A downgrade in the corporate family rating could occur if HC2 were
to increase its leverage ratio (Debt/EBITDA) above 5.5x or make
additional debt financed acquisitions of companies with limited
cash generating capabilities. A substantial reduction in liquidity
could also result in a downgrade.

The principal methodology used in this rating was Global
Construction Methodology published in November 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Located in New York City, HC2 Holdings, Inc. is a holding company
whose principal focus is to acquire or enter into combinations
with businesses in diverse segments. The company's principal
holdings include controlling interests in Schuff International, a
North American steel fabrication and erection company and Global
Marine Systems Limited, a UK-based offshore engineering company,
focused on subsea cable installation and maintenance. In addition
to Schuff and Global Marine, HC2 owns or has investments in other
businesses, including in the telecommunications services (PGTi,
Novatel Wireless), life sciences (Genovel Orthopedics) and energy
(American Natural Gas) sectors. HC2 is owned by Harbinger Group,
Inc. (B2 stable) and its affiliates (26.4%) and other public
shareholders (73.6%).


HEALTHWAREHOUSE.COM INC: Llyod Miller Reports 6.5% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Lloyd I. Miller, III, disclosed that as of
Oct. 28, 2014, he beneficially owned 2,590,069 shares of common
stock of HealthWarehouse.com, Inc., representing 6.5 percent of
the shares oustanding.  A copy of the regulatory filing is
available for free at http://is.gd/Pardu3

                     About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.

Healthwarehouse.com reported a net loss of $5.48 million in 2013
following a net loss of $5.57 million in 2012.

Marcum LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


HERITAGE REAL ESTATE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Heritage Real Estate Investment, Inc.
        4607 8th Street
        Meridian, MS 39307

Case No.: 14-03603

Chapter 11 Petition Date: November 6, 2014

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

Judge: Hon. Neil P. Olack

Debtor's Counsel: Craig M. Geno, Esq.
                  LAW OFFICES OF CRAIG M. GENO, PLLC
                  587 Highland Colony Pkwy.
                  Ridgeland, MS 39157
                  Tel: 601 427-0048
                  Fax: 601-427-0050
                  Email: cmgeno@cmgenolaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Linda Wilson, president.

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


HOUGHTON MIFFLIN: Fitch Affirms 'B+' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Ratings (IDRs)
of Houghton Mifflin Harcourt Publishers Inc. (HMH) and its
subsidiaries. Fitch has also affirmed HMH's senior secured term
loan at 'BB+/RR1'.

The Rating Outlook is Stable.

Key Rating Drivers

Concurrent with its third quarter results, HMH announced that its
board had approved a $100 million share repurchase program over
two years. Strength in billings in the third quarter, up 26%,
drove a $141 million increase in deferred revenue resulting in
free cash flow (FCF) of $244 million in the LTM period ended Sept.
30, 2014. Fitch believes HMH has sufficient liquidity to fund the
share repurchases over the next two years, within the context of
the current rating.

HMH continues to be a leader in the K-12 educational material and
services sector, capturing 42% of its Association of American
Publishers addressable market. Fitch believes investments made
into digital products and services will position HMH to take a
meaningful share of the rebound in the K-12 educational market.
Fitch expects HMH will be able to, at a minimum, maintain its
market share. Fitch's base case model assumes flat net revenue
growth driven by new adoptions and offset by increases in deferred
revenue as digital sales become a larger proportion of the sales
mix.

HMH has significant financial flexibility to invest into digital
content and new business initiatives. These investments into
international markets and adjacent K-12 educational material
markets may provide diversity away from highly cyclical state and
local budgets.

The ratings reflect Fitch's belief that the current capital
structure is not permanent, and that long term, HMH would carry
higher levels of leverage and debt on its balance sheet. Fitch
does not expect any leveraging transactions in the near term.

Leverage and Liquidity

Fitch calculates post-plate unadjusted gross leverage of 1.2x and
post-plate adjusted gross leverage of 1.5x as of Sept. 30, 2014.
As of Sept. 30, 2014, liquidity was supported by $297 million in
cash and $292 million in short-term investments. The company also
has $229 million in borrowing availability under the $250 million
asset-backed revolver, due 2017. The term loan amortizes $2.5
million per year until its 2018 maturity.

Fitch calculates free cash flow (FCF) of $244 million in the LTM
period ended Sept. 30, 2014. Fitch's base case projections expect
FCF to range from $225 million to $250 million in 2014. 2014 FCF
is positively affected by a large increase in deferred revenues,
which should have a smaller effect going forward. Fitch expects
HMH to continue to deploy cash (organically and through
acquisitions) towards share repurchase, digital investments and
adjacent K-12 educational material markets.

The Recovery Rating analysis reflects a restructuring scenario
(going-concern) and an adjusted, distressed enterprise valuation
of $1.4 billion using a 6x multiple. Given the strong recovery
prospects, the $250 million senior secured term loan and the $250
million asset-backed credit facility was notched up to 'BB+/RR1'.

RATING SENSITIVITIES

Negative Rating Actions: Revenue declines in the mid-to-high-
single digits and/or consistent negative FCF generation (which
would be contrary to Fitch's expectations), and/or a leveraging
return of capital to shareholders that increased leverage over the
4.0x - 4.5x range (with some tolerance above that range for a
leveraging strategic acquisition with a credible plan to delever)
could result in rating pressures;

Positive Rating Actions: Long-term, meaningful diversification
into international markets and into new business initiatives could
lead to positive rating actions. Also, positive rating actions may
be considered if a clear financial policy that is commensurate
with a higher rating is communicated, which could include a
leverage target and/or strategy around shareholder policy in terms
of dividends and share buybacks. In addition, HMH demonstrating
that it can consistently generate positive Fitch calculated FCF in
excess of Fitch's expectations may drive positive rating momentum.

Fitch has affirmed the following ratings:

HMH
-- IDR at 'B+';
-- Senior secured term loan at 'BB+/RR1';
-- Senior secured asset backed revolver at 'BB+/RR1'.

Houghton Mifflin Harcourt Publishing Company
-- IDR at 'B+'.

HMH Publishers LLC
-- IDR at 'B+'.

The Rating Outlook is Stable.


IBI PALM BEACH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: IBI Palm Beach, LLC
        One East 11th Avenue, Suite 500
        Riviera Beach, FL 33404

Case No.: 14-34729

Chapter 11 Petition Date: November 6, 2014

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Erik P. Kimball

Debtor's Counsel:       DILWORTH PAXSON LLP

Debtor's Local Counsel: David L Rosendorf, Esq.
                        KOZYAK TROPIN & THROCKMORTON, P.A.
                        2525 Ponce de Leon Blvd 9 Fl
                        Coral Gables, FL 33134
                        Tel: (305) 372-1800
                        Email: dlr@kttlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $10 million

The petition was signed by Bradley T. Prader, CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb14-34729.pdf


IPC INTERNATIONAL: Gets Court Approval to Use Cash Collateral
-------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware authorized IPC International Corporation and
its debtor-affiliates to use cash collateral pursuant to a wind-
down budget.

The cash collateral will fund the Debtors' general corporate and
working capital requirements including, without limitation,
certain administrative expenses in the Chapter 11 cases.

The Debtors said they have an immediate and continuing need to use
cash collateral to continue to meet their obligations as debtor-
in-possession and to attempt to confirm and consummate an orderly
plan of liquidation under Section 1129 of the Bankruptcy Code.

As adequate protection, The PrivateBank and Trust Company is
granted, subject to the carve-out, (a) replacement security
interests in and liens and mortgages upon all of the prepetition
and postpetition real and personal property of the Debtors, and
(b) a superpriority administrative expense claim, which adequate
protection priority claim will be subordinate in priority only to
the carve-out, and which won't be payable from the proceeds of
avoidance actions.

A full-text copy of the cash collateral budget is available for
free at http://is.gd/jzr7iL

                   About IPC International

Based in Bannockburn, Illinois, IPC International Corp., a
provider of security services for 350 shopping malls, filed a
petition for Chapter 11 protection (Bankr. D. Del. Case No.
13-12050) on Aug. 9, 2013, in Delaware after signing a contract
for Universal Protection Services LLC to buy the business, subject
to higher and better offers at an auction.  Bankruptcy was the
result of losses on a U.K. affiliate that was sold, as well as
competition and the cost of liability insurance.

Scott M. Strong signed the petition as chief financial officer.
The Debtor estimated assets and debts of at least $10 million.
Jeremy William Ryan, Esq., and Etta R. Mayers, Esq., at Potter
Anderson & Corroon, LLP, serves as local counsel.  Paul V.
Possinger, Esq., and Brandon W. Levitan, Esq., at Proskauer Rose,
LLP, serve as the Debtor's general bankruptcy counsel.  Silverman
Consulting, LLC, acts as the Debtor's financial advisor and
Livingstone Partners, LLP, serves as the Debtor's investment
banker.  KCC is the Debtor's noticing, claims and balloting agent.
Judge Mary F. Walrath presides over the case.

The Debtor disclosed $21,959,100 in assets and $31,056,575 in
liabilities as of the Chapter 11 filing.  Liabilities include $6.9
million on a revolving credit and $10.4 million on term loans
owing to PrivateBank & Trust Co., as agent.

PrivateBank also provided a $12 million loan to finance the
Chapter 11 case.  The DIP loan required quick sale.

A three-member panel has been appointed as the official unsecured
creditors committee in the case.  The panel consists of Weinberg,
Wheeler, Hudgins, Gunn & Dial, LLC; Mary Carmona-Rousse; and Drew
Eckl & Farnham, LLP.

In October 2013, IPC International won authorization to sell the
business for $25.4 million to Universal Protection Services.
Allied Security Holdings LLC, a competing bidder, forced Universal
to raise the offer at an auction early in October.  Universal
initially offered $21.3 million plus assumption of specified
liabilities.


ITR CONCESSION: Indiana Toll Road Wins Plan Confirmation
--------------------------------------------------------
Wanda Yoder at Sturgis Journal reports that U.S. Bankruptcy Judge
Pamela Hollis in Chicago approved on Oct. 28, 2014, the Indiana
Toll Road Concession Company's reorganization plan, which will put
the 75-year lease up for bid.

Sturgis Journal says that ITR has already been granted approval
for a Chapter 11 bankruptcy, which almost all of its senior
secured lenders support.  The Wall Street Journal relates that if
ITR fails to find a buyer, the plan calls for it to issue $2.75
billion in new loans to its senior creditors or obtain new
financing and use proceeds to pay back lenders.

The Indiana Toll Road, which is used by almost 130,000 vehicles
per day, first opened in 1956.  It was privatized in 2006, when
Macquarie Group agreed to pay $3.8 billion to the state of Indiana
for the right to operate the toll road for 75 years.

As reported by Sara Randazzo and Patrick Fitzgerald at the Wall
Street Journal on Sept. 22, 2014, ITR filed for bankruptcy
protection in the U.S. Bankruptcy Court in Chicago on Sept. 21,
2014, with a prepackaged plan supported by a majority of its
creditors that proposes selling its assets or reorganizing its
business.

                      About ITR Concession

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

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

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

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


KEMET CORP: Plans to Offer $400 Million Senior Notes
----------------------------------------------------
KEMET Corporation intends to offer, subject to market and
customary conditions, $400,000,000 aggregate principal amount of
senior secured notes due 2019 to qualified institutional buyers
within the United States pursuant to Rule 144A under the
Securities Act of 1933, as amended, and to persons outside the
United States pursuant to Regulation S under the Securities Act.

The Senior Secured Notes are expected to be senior obligations of
KEMET and guaranteed by each of KEMET's domestic subsidiaries.
The Senior Secured Notes are expected to be secured by (i) a first
priority lien on 51% of the capital stock of certain of KEMET's
foreign restricted subsidiaries and (ii) a second priority lien on
substantially all of the personal property assets of KEMET and
KEMET's domestic subsidiaries, subject to certain exceptions, that
secure KEMET's existing asset-based revolving credit facility.
KEMET intends to use the net proceeds from the sale of the Senior
Secured Notes to redeem all of its outstanding 10 1/2% senior
notes due 2018, reduce outstanding borrowings under its Existing
Credit Facility and pay related transaction fees.

                            About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."

The Company's balance sheet at June 30, 2014, showed $838.64
million in total assets, $620.39 million in total liabilities and
$218.25 million in total stockholders' equity.

                            *     *     *

As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1
from B2 and the Probability of Default Rating to Caa1-PD from B2-
PD based on Moody's expectation that KEMET's liquidity will be
pressured by maturing liabilities and negative free cash flow due
to the interest burden and continued operating losses at the Film
and Electrolytic segment.

As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Simpsonville,
S.C.-based KEMET Corp. to 'B-' from 'B+'.

"The downgrade is based on continued top-line and margin pressures
and lagging results from the restructuring of the Film &
Electrolytic [F&E] business, which combined with cyclical weak
end-market demand, has resulted in sustained, elevated leverage
well in excess of 5x, persistent negative FOCF, and diminishing
liquidity," said Standard & Poor's credit analyst Alfred
Bonfantini.

The TCR reported in August 2014 that Standard & Poor's Ratings
Services revised its outlook on Greenville, S.C.-based capacitor
supplier KEMET Corp. to stable from negative.  S&P affirmed the
ratings, including the 'B-' corporate credit rating.


LAKELAND INDUSTRIES: Frigate Ventures Reports 5% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Frigate Ventures LP and its affiliates disclosed that
as of Oct. 17, 2014, they beneficially owned 269,075 shares of
common stock of Lakeland Industries, Inc., representing 5 percent
of the shares outstanding.  A copy of the regulatory filing is
available at http://is.gd/n43KRt

                     About Lakeland Industries

Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and
sells a comprehensive line of safety garments and accessories for
the industrial protective clothing market.

The Company reported a net loss of $26.3 million on $95.1 million
of net sales for the year ended Jan. 31, 2013, as compared with a
net loss of $376,825 on $96.3 million of sales for the year ended
Jan. 31, 2012.

The Company's balance sheet at July 31, 2014, showed
$87.9 million in total assets, $40.9 million in total liabilities
and $46.9 million in total stockholders' equity.

In their report on the consolidated financial statements for the
year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham,
Alabama, expressed substantial doubt about Lakeland Industries'
ability to continue as a going concern.  The independent auditors
noted that Company is in default on certain covenants of its loan
agreements at Jan. 31, 2013.


LENNAR CORP: Moody's Withdraws Ba3 Rating on New $300MM Notes
-------------------------------------------------------------
Moody's Investors Service withdrew the Ba3 rating on Lennar
Corporation's proposed $350 million of senior unsecured notes due
2019. Lennar announced the transaction on November 4, 2015 but
subsequently opted to delay the note offering as market conditions
were less favorable than anticipated. All other existing ratings
for Lennar remain unchanged. The rating outlook is positive.

The following ratings were withdrawn:

  $350 million proposed senior unsecured notes due 2019,
  previously rated Ba3 (LGD4)

Founded in 1954 and headquartered in Miami, Florida, Lennar is one
of the country's largest homebuilders. The company operates in 17
states and specializes in the sale of single-family homes for
first-time, move-up, and active adult buyers under the Lennar
brand name. Lennar's Financial Services segment provides mortgage
financing, title insurance and closing services for both buyers of
the company's homes and others. Lennar's Rialto Investments
segment is a vertically integrated asset management platform
focused on investing throughout the commercial real estate capital
structure. Lennar's Multifamily segment is a national developer of
multifamily rental properties. Total revenues for the trailing 12
months ended August 31, 2014 were approximately $7.1 billion, and
consolidated pretax income was $869 million.


LONESTAR GENERATION: Moody's Affirms B1 Sr. Secured Debt Rating
---------------------------------------------------------------
Moody's Investors Service has affirmed the existing B1 rating on
Lonestar Generation LLC's senior secured credit facilities
consisting of $512 million in outstanding senior secured Term Loan
B and a $50 million revolving credit facility. The outlook is
stable.

Subject to lender approval, Lonestar plans to amend its existing
credit agreement to allow for a one-time upsize of the existing
term loan by $160 million, bringing total term debt to $672
million, a 31% increase from the existing amount. Proceeds of the
incremental facility plus additional equity will be used to
reimburse the sponsor for the cost of acquiring both the 310
megawatt (MW) Twin Oaks lignite generating facility and the Walnut
Creek Mining Company (which owns the Calvert lignite mine) on
October 14, 2014. The assets will then be contributed to the
collateral package of all senior secured lenders.

Rating Rationale

Lonestar's B1 rating affirmation reflects the expected portfolio
diversity improvements resulting from the acquisition that offsets
modest weakening in projected financial metrics that already score
in the 'B' rating category under Moody's cases. The near-term
weakening in metrics is mostly due to increased financing costs
resulting from a loan re-pricing following the proposed amendment.
The existing Lonestar portfolio consists of three combined cycle
gas generating units fully hedged through February 2017 pursuant
to heat rate call options (HRCO). These HRCO's provide pixed
payments to Lonestar but imperfections in the HRCO design has
already exposed the portfolio to some margin degradation.
Lonestar's counterparty to the hedges, Direct Energy, has
dispatched the plant differently than originally expected leading
to a net $26 million decline in cash flows over the HRCO hedge
period. In addition, other elements such as lower than expected
power congestion premiums and outage risks present other avenues
of margin compression. That said, given the slow pace of power
price appreciation in ERCOT, the 100% hedge structure offers some
protection from downside market movements compared to rated peers
that have unhedged capacity in the summer months.

The addition of the Twin Oaks plant, despite operating on a fully
merchant basis, will add fuel and dispatch diversification given
its attractive operating cost profile. With mine lifting costs
around $1.10 per million British thermal units (MMbtu), the
plant's fuel costs are nearly half of previous levels, enabling
dispatch most hours of the year. Historically the plant has
averaged close to 80% capacity factors and Moody's expect the unit
to run closer to 85% and at times, near 90%. Moody's recognize
Twin Oaks had lower dispatch recently but this was attributed to
an out of market fuel contract which contributed to the bankruptcy
of the prior owner. On a go forward basis, Moody's calculate Twin
Oaks will contribute an additional $15-20 million annually in cash
available for debt service over the next two years given a number
of capex projects but ultimately will provide meaningfully more
uplift thereafter as the market tightens and capex requirements
lighten. Moody's further note Twin Oaks acts as an additional
insurance policy against the fully hedged gas-fired plants. In the
event of an outage in which a hedged plant is called to run, Twin
Oaks can earn the margin in the open market to offset the losses
associated with replacement power costs.

The rating also captures developments associated with contracted
revenues pursuant to a 5-year, fixed price PPA to supply 48MW of
power to a Mexican industrial customer that should generate
incremental EBITDA of approximately $9 million, which is net of
the losses associated with power due Direct Energy under the
existing HRCO. While additional contracts are typically credit
positive, Lonestar has not currently hedged the fuel costs
associated with its fixed prices under the PPA and thus the
project retains fuel price risk albeit likely manageable given the
small size of this contract and its significant price premium
relative to the ERCOT market. Lonestar's Frontera plant is a
switchable resource and has the ability to disconnect from ERCOT
and dispatch into CFE, the Mexican grid operator, pursuant to a
Presidential Permit. Lonestar is eligible to export the full
capacity of its Frontera generating facility and expects to export
approximately 154MW of power (the equivalent of one turbine's
output) in total by Q1 2015, and the full plant (445 MW all-hours
capacity) by Q4 2016.

The stable outlook incorporates Moody's view that the assets will
continue to operate at levels consistent with their design
capability, and that Lonestar performs in line with Moody's
financial expectations over the next two years.

The rating could face upward momentum should Lonestar contract
additional output of the portfolio, repay the term loan faster
than expected, or achieve sustained financial metrics commensurate
with Ba-rating category.

The rating could be downgraded should Lonestar encounter operating
difficulties such that imperfections in the hedges introduce
incremental funding requirements to the company. The rating could
also face downward pressure should debt paydown progress slower
than expected or if financial metrics are weaker than anticipated
on a sustained basis.

Lonestar Generation, LLC is 100% indirectly wholly owned by funds
managed by Blackstone. The Lonestar portfolio currently consists
of two efficient combined cycle plants and one cogeneration
facility consisting of: the 495MW Frontera facility in Mission,
Texas (2 miles from the Mexican border); the 540MW Bastrop
facility just outside Austin, Texas and the 260MW Paris facility
in Paris, Texas near the Oklahoma border for a combined 1,295MW in
capacity.


MACKEYSER HOLDINGS: Has Until Jan. 2015 to Decide on Leases
-----------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware extended, until Jan. 16, 2015, the time
within which Mackeyser Holdings, LLC, et al. may assume or reject
unexpired leases of non-residential real property.

                    About MacKeyser Holdings

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

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

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

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

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


MAGNUS PACIFIC: Great Lakes Deal No Impact on Moody's B3 CFR
------------------------------------------------------------
Moody's Investors Service said that the acquisition of California-
based Magnus Pacific Corporation by Great Lakes Dredge & Dock
Corporation is a credit positive event. However, Great Lakes'
ratings including its B3 Corporate Family Rating ("CFR"), Caa1
unsecured notes rating, SGL-3 speculative grade liquidity rating
and positive outlook are unaffected.

Great Lakes Dredge & Dock Corporation, founded in 1890 and
headquartered in Oak Brook, Illinois is the largest provider of
dredging services in the United States with a portion of revenues
generated abroad. The company also owns a specialty contracting
service provider which primarily offers environmental and
remediation services in the U.S. Revenues for the last twelve
months ended September 30, 2014 approximated $778 million.


MARTINI KITCHEN: Closes Fan Nightclub Due to Tax Troubles
---------------------------------------------------------
Martini Kitchen and Bubble Bar nightclub at 1911 W. Main Street in
the Fan has closed due to unpaid taxes of $191,162, Michael
Thompson at Richmond BizSense reports, citing a note posted on the
door by the Virginia Department of Taxation.

BizSense relates that the 6,000 square feet property is now on the
market.  "Our hope is to get it leased by the end of the year,
which would let a new tenant get it open in second quarter of next
year," the report quoted broker James Ashby at Cushman & Wakefield
| Thalhimer, who handles the leasing together with Reilly Marchant
for property owner Thalhimer Realty Partners, as saying.

MarKitchen, Inc. t/a Martini Kitchen & Bubble Bar, fdba Imperial
Corporation, dba Martini Kitchen & Bubble Bar, filed for Chapter
11 bankruptcy protection (Bankr. E.D. Va. Case No. 12-36198) on
Oct. 26, 2012.  Kevette B. Elliott, Esq., at Elliott Law Office,
serves as the Debtor's bankruptcy counsel.


MATAGORDA ISLAND: Files Amended Schedule of Secured Creditors
-------------------------------------------------------------
Matagorda Island Gas Operations LLC filed with the Bankruptcy
Court an amended schedule D, disclosing creditors holding secured
claims in the U.S. Bankruptcy Court for the Western District of
Louisiana.  A full-text copy of the amended schedule is available
for free at http://is.gd/7LJokB

Matagorda Island Gas Operations, LLC, filed a Chapter 11
bankruptcy petition (Bankr. W.D. La. Case No. 14-51099) in
Lafayette, Louisiana, on Sept. 3, 2014.  The Morgan City,
Louisiana-based company estimated $10 million to $50 million in
assets and $100 million to $500 million in debt.  The case is
assigned to Judge Robert Summerhays.  The Debtor has tapped
Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as counsel.


MEDICAL ALARM: Posts $225,000 Net Income in Fiscal 2014
-------------------------------------------------------
Medical Alarm Concepts Holding, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing net income of $225,041 on $1.15 million of revenue for
the year ended June 30, 2014, compared to net income of $3.18
million on $572,712 million of revenue during the prior year.

The Company's balance sheet at June 30, 2014, showed $1.16 million
in total assets, $3.20 million in total liabilities and a $2.03
million total stockholders' deficit.

As of June 30, 2014, and 2013, the Company had $7,673 and $5,857
in cash, respectively.

Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2014.  The independent auditors noted
that the Company had working capital deficit of $635,937, a
stockholders' deficit of $2,036,440, did not generate cash from
its operations, and had operating loss for past two years.  These
circumstances, among others, raise substantial doubt about the
Company's ability to continue as a going concern, according to the
auditors.

A full-text copy of the Form 10-K is available for free at:

                         http://is.gd/6NZ6YN

                         About Medical Alarm

Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.


METALICO INC: Eric Soderlund Reports 5.6% Equity Stake
------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Eric Soderlund and his affiliates disclosed that as of
Oct. 20, 2014, they beneficially owned 3,283,336 shares of common
stock of Metalico, Inc., representing 5.6 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/4tNK2z

                          About Metalico

Metalico, Inc. is a holding company with operations in two
principal business segments: ferrous and non-ferrous scrap metal
recycling, and fabrication of lead-based products.  The Company
operates recycling facilities in New York, Pennsylvania, Ohio,
West Virginia, New Jersey, Texas, and Mississippi and lead
fabricating plants in Alabama, Illinois, and California.
Metalico's common stock is traded on the NYSE MKT under the symbol
MEA.

Metalico reported a net loss attributable to the Company of $34.81
million in 2013 following a net loss attributable to the Company
of $13.11 million in 2012.  Metalico incurred a net loss
attributable to the Company of $3.61 million for the six months
ended June 30, 2014.

As of June 30, 2014, the Company had $299.05 million in total
assets, $154.58 million in total liabilities and $144.46 million
in total equity.


MF GLOBAL: Settles Platinum, Palladium Class Action Lawsuits
------------------------------------------------------------
Nate Raymond at Reuters reports that MF Global Holdings Ltd. and
its broker-dealer have reached settlements with purchasers or
sellers of platinum or palladium futures from June 2006 to April
2010, and purchasers of the metals in the physical market during
that time, on class action lawsuits accusing them of manipulating
platinum and palladium prices.

According to Reuters, the plaintiffs alleged that MF Global,
former MF Global trader Joseph Welsh, and hedge fund Moore Capital
Management schemed from May 2006 to June 2008 to inflate prices in
platinum and palladium futures contracts traded on the New York
Mercantile Exchange.  The report adds that Moore Capital agreed to
pay $57.4 million to the plaintiffs to settle its part of the
case.

Reuters relates that the settlements call for plaintiffs to
receive: (i) almost $21.1 million in allowed claims against the
broker-dealer in its liquidation proceeding; (ii) $5.25 million in
cash from MF Global's insurer; and (iii) $1 million from MF Global
in exchange for assigning their claims against a former trader to
the company.

                         About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MJC AMERICA: Has Until June 2015 to Propose Chapter 11 Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court, on Oct. 23, 2014, extended MJC America
Ltd.'s exclusive period to file a chapter 11 plan until June 1,
2015.

As reported in the TCR on Oct. 1, 2014, the Debtor in seeking the
extension said its related entities are engaged in ongoing high
stakes litigation with Gree USA Sales Ltd., Gree Electric
Appliances Inc. of Zhuhai, and Hong Kong Gree Electric Appliances
Sales Ldt., collectively known as Gree entities.  Damage claims on
both side are in the millions or tens of millions.  The initial
action was filed by the Debtor's entities, and is still pending
before the United States District Court for the Central District
of California.  According the Debtor, the Gree entities have filed
a separate action which is still pending in the Los Angeles
Superior Court.  The Debtor's entities filed their own actions
against the Gree entities in that same court.

The Debtor noted two superior court actions, pending as case
number KC 066119 and KC 0266270G, were consolidated and have
recently been stayed pending the outcome of the District Court
action.

The Debtor added Gree entities filed an action against its lender,
East West Bank.  That action has been deemed "related" to the two
to other superior court actions.  But is not clear whether the
bank action has been stayed, the Debtor noted.  Until parties have
at least some greater information about the likely outcome of
these cases, it will be impossible to formulate any meaningful
plan, the Debtor lamented.

                      About MJC America

MJC America, Ltd., doing business as Soleus Air System --
http://www.soleusair.com/-- which sells Soleus-branded air
conditioners and heaters in the U.S., filed for Chapter 11
bankruptcy protection (Bankr. C.D. Cal. Case No. 13-39097) in Los
Angeles on Dec. 10, 2013.

Winston & Strawn LLP serves as special litigation counsel.

MJC disclosed $14.0 million in total assets and $15.9 million
in liabilities in its schedules.  Accounts receivable of
$9.22 million and inventory of $4.12 million comprise most of
the assets.  East West Bank has a scheduled secured claim of
$2.1 million on a line of credit, and Hong Kong Gree Electric
Appliances Sales, Ltd., is owed $4.07 million, but only $288,000
is secured.


MJC AMERICA: Has Until Nov. 13 to Use EW Bank Cash Collateral
-------------------------------------------------------------
The Bankruptcy Court approved a stipulation authorizing MJC
America Ltd.'s interim access until Nov. 13, 2014, to cash
collateral in which East West Bank asserts an interest.

On Dec. 18, 2013, the Debtor entered into a stipulation with EWB
authorizing the interim use of cash collateral.  The stipulation
provides that the order will expire by its own terms at the close
of business on April 30, 2014, unless extended by agreement of the
parties.  The Court has entered several orders approving
stipulation on cash collateral use.

On Oct. 23, 2014, the parties entered into a further agreement
(the fifth stipulation) which extended the operative period to the
close of business on Nov. 13, 2014.

                       About MJC America

MJC America, Ltd., doing business as Soleus Air System --
http://www.soleusair.com/-- which sells Soleus-branded air
conditioners and heaters in the U.S., filed for Chapter 11
bankruptcy protection (Bankr. C.D. Cal. Case No. 13-39097) in Los
Angeles on Dec. 10, 2013.

Winston & Strawn LLP serves as special litigation counsel.

MJC disclosed $14.0 million in total assets and $15.9 million
in liabilities in its schedules.  Accounts receivable of
$9.22 million and inventory of $4.12 million comprise most of
the assets.  East West Bank has a scheduled secured claim of
$2.1 million on a line of credit, and Hong Kong Gree Electric
Appliances Sales, Ltd., is owed $4.07 million, but only $288,000
is secured.


MOLLY MAGUIRES: Closes Downingtown Restaurant, Seeks Buyers
-----------------------------------------------------------
Ginger Dunbar at the Daily Local News reports that Molly Maguires
Restaurant closed its recently opened restaurant in Downingtown on
Nov. 4, 2014, and its website, www.mollymaguiresdowningtown.com,
has been removed, despite the assurance of Conor Cummins, one of
the owners, in July that the restaurants would remain open and
employees would be retained.

Mr. Cummins and co-owner Declan Mannion could not sustain the
business due to "overhead in costs," Daily Local News relates,
citing Downingtown Borough Manager Steve Sullins.  The report adds
that Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C.,
the attorney for Molly Maguires, said that the owners filed for
Chapter 11 bankruptcy because the "hope was to keep everything,
all three locations open.  Unfortunately it didn't work," as there
were business losses that the owners "couldn't keep incurring."

According to Daily Local News, Mr. Ciardi explained that the
Downingtown location was closed to "try to save the other two
locations," and that the owners are trying to find an interested
buyer for it, hoping that the new owner will consider hiring the
staff for the new establishment.

Daily Local News reports that Molly Maguires' other two locations
-- Phoenixville and Lansdale -- remain open.  Molly Maguires is
more established at its Phoenixville and Lansdale locations, the
report states, citing Mr. Ciardi.

Molly Maguires Restaurant and Pub, Inc., Molly Maguires Restaurant
and Pub, II, Inc., and Molly Maguires Restaurant and Pub, III,
Inc., filed separate Chapter 11 petitions (Bankr. E.D. Pa. Case
Nos. 14-15614 to 14-15616) on July 11, 2014, in Philadelphia.
Judge Magdeline D. Coleman presides over the case.  The Debtors
are represented by Albert A. Ciardi, III, Esq., and Jennifer E.
Cranston, Esq., at Ciardi Ciardi & Astin, P.C.

Molly Maguires Restaurant and Pub estimates $500,000 to $1 million
in assets and $1 million to $10 million in liabilities.  Molly
Maguires Restaurant and Pub, II, estimates $1 million to $10
million in assets and $10 million to $50 million in liabilities.

The petitions were signed by Declan Mannion, president.

Declan Mannion and Conor Cummins are co-owners of the Molly
Maguire's chain with locations in Lansdale, Phoenixville and
Downingtown, as well as Phoenixville's Fenix Bar.  They also
filed for Chapter 11 bankruptcy on July 10, 2014, estimating
assets and liabilities between $1 million and $10 million.  They
hired Thomas Bielli, Esq., and David Klauder, Esq., at O'kelly
Ernst & Bielli LLC as bankruptcy counsel.


MONARCH COMMUNITY: Signs Merger Agreement With Chemical Financial
-----------------------------------------------------------------
Chemical Financial Corporation and Monarch Community Bancorp,
Inc., entered into an Agreement and Plan of Merger providing for a
business combination of the companies, according to a regulatory
filing with the U.S. Securities and Exchange Commission.  The
Merger Agreement has been unanimously approved by the boards of
directors of Chemical and Monarch.

The Merger Agreement provides that Monarch will be merged with and
into Chemical, with Chemical as the surviving corporation.
Following completion of the Merger, Chemical intends to
consolidate Monarch Community Bank, Monarch's wholly-owned
subsidiary bank, with and into Chemical Bank, Chemical's wholly-
owned subsidiary bank, with Chemical Bank as the surviving
institution.

Subject to the terms and conditions of the Merger Agreement,
Chemical will exchange 0.0982 shares of Chemical common stock for
each share of Monarch common stock outstanding.  Based on the
closing price of Chemical's common stock on Oct. 31, 2014, the
Merger has a transaction value of approximately $26 million.  The
Merger consideration is subject to adjustment in certain limited
circumstances, as set forth in the Merger Agreement.

Completion of the Merger is subject to certain closing conditions.
These include, among others, (i) in the case of both parties,
receipt of the requisite approval of Monarch's stockholders,
receipt of required regulatory approvals, the absence of any law
or order prohibiting completion of the Merger and the absence of a
material adverse effect (as defined in the Merger Agreement), and
(ii) in the case of Chemical, the consolidated shareholders'
equity of Monarch must be at least $18.5 million (subject to
adjustment as provided in the Merger Agreement) as of the final
statement date (as defined in the Merger Agreement).

The Merger Agreement provides certain termination rights for both
Chemical and Monarch and further provides that, upon termination
of the Merger Agreement under certain circumstances, Monarch will
be obligated to pay Chemical a termination fee of $1 million.

A copy of the Agreement and Plan of Merger is available at:

                       http://is.gd/cg9M6H

                      About Monarch Community

Coldwater, Michigan-based Monarch Community Bancorp, Inc., was
incorporated in March 2002 under Maryland law to hold all of the
common stock of Monarch Community Bank, formerly known as Branch
County Federal Savings and Loan Association.  The Bank converted
to a stock savings institution effective Aug. 29, 2002.  In
connection with the conversion, the Company sold 2,314,375 shares
of its common stock in a subscription offering.

Monarch Community reported a net loss available to common
stockholders of $2.55 million in 2013, a net loss available to
common stockholders of $741,000 in 2012 and a net loss of $353,000
in 2011.

As of June 30, 2014, the Company had $188.80 million in total
assets, $168.85 million in total liabilities and $19.95 million in
total stockholders' equity.


MONROE HOSPITAL: Prime Healthcare Buys Company
----------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Monroe Hospital LLC, a 32-bed acute-care
surgical hospital in Bloomington, Indiana, will be acquired by an
affiliate of Prime Healthcare Services Inc. in return for
assumption of specified debt and half of transfer taxes on the
sale.  According to the report, the contract commits the buyer to
make $2 million in capital expenditures over three years following
the sale. Otherwise, there's no cash component in the purchase
price.

                        About Monroe Hospital

Monroe Hospital, LLC, since 2006, has operated a 32 licensed bed
private acute care medical surgical hospital in Bloomington,
Indiana.  It leases the land on which the hospital is located from
MPT Bloomington, LLC.

Monroe Hospital, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Ind. Case No. 14-07417) in Indianapolis, Indiana, on
Aug. 8, 2014.  Joseph Roche signed the petition as president and
chief executive officer.  In its schedules, the Debtor disclosed
$14,327,739 in total assets and $136,386,925 in liabilities.

The case is assigned to Judge James M. Carr. The Debtor is
represented by attorneys at Bingham Greenebaum Doll
LLP.  Upshot Services LLC acts as the Debtor's noticing, claims
and balloting agent.


MUELLER WATER: Moody's Affirms B1 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed the ratings of Mueller Water
Products, Inc., including its Corporate Family Rating ("CFR") at
B1 and Probability of Default Rating at B1-PD. Concurrently,
Moody's assigned a B2 rating to the proposed $500 million Senior
Secured Term Loan due 2021. In addition, Moody's affirmed the
Speculative-Grade Liquidity (SGL) Rating at SGL-2. The rating
outlook is stable.

The proceeds from the proposed $500 million Senior Secured Term
Loan will be used to refinance existing indebtedness which
includes $180 million 8.75% Senior Unsecured Notes, due 2020, and
$365 million 7.375% Senior Subordinated Notes, due 2017.

The following rating actions were taken:

Proposed $500 million Senior Secured Term Loan due 2021, assigned
B2 (LGD4)

Corporate Family Rating, affirmed at B1;

Probability of Default Rating, affirmed at B1-PD;

Speculative-Grade Liquidity Rating, affirmed at SGL-2.

The ratings on the company's unsecured and subordinated notes will
be withdrawn at the close of the transaction.

Ratings Rationale

The B1 Corporate Family Rating reflects Moody's expectation that
Mueller's performance will continue to improve in 2015 as the
demand for its products and services is heightened by end-market
recovery. The ratings also acknowledge the company's conservative
balance sheet management that has had a positive impact on credit
metrics. Moody's projects Mueller's debt to EBITDA to decline to
around 3.0x and interest coverage (EBITA/interest expense) to
increase to close to 3x by the end of 2015.

Moreover, the ratings consider the company's strong market
position, its substantial installed base of diverse products that
can lead to a high percentage of recurring revenues, and the
growing and inevitable need to eventually repair and/or replace
aging water infrastructure systems while maintaining compliance
with EPA regulations. Furthermore, Mueller's asset-based revolving
credit facility (ABL), its ability to generate positive free cash
flow, and the absence of near-term debt maturities strengthen the
company's liquidity position.

At the same time, the B1 CFR considers Mueller's exposure to the
volatile municipal spending environment, commercial construction,
and residential construction as economic uncertainty persists.
Mueller derives about 55% of revenues from municipal spending, 30%
from new non-residential construction, 10% from oil & gas, and 5%
from new residential construction. Municipal spending has recently
improved; however, budget pressures and competition for municipal
funds remain. The residential construction market has shown
progress, albeit choppy, as well. This relieves local governments'
budget pressures as property taxes and other fees associated with
residential construction increase. Commercial construction is also
improving, but at a slower rate than residential construction,
thus, residential construction is expected to represent a larger
share of the company's revenue distribution.

The stable outlook reflects the expected improvement in credit
metrics and end markets.

The ratings could be upgraded if adjusted debt to EBITDA is
sustained well below 3.0x and adjusted EBITA to interest expense
is sustained above 4x. Also, solid liquidity position, maintaining
conservative financial policies and conditions in the company's
end markets are considered in ratings upgrade.

The ratings could be lowered if adjusted debt to EBITDA increases
above 3.75x on a sustained basis, EBITA to interest expense
declines below 2.5x. Furthermore, the ratings could be downgraded
if the company's liquidity position deteriorates or if end-market
conditions weaken.

The principal methodology used in this rating was Global
Manufacturing Companies published in July 2014. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Atlanta, Georgia, Mueller Water Products, Inc. is
a North American manufacturer and supplier of water infrastructure
and flow control products for use in water distribution networks,
water and wastewater treatment facilities, and gas distribution
and piping systems. Revenues and net income for the trailing 12
months ended September 30, 2014 were $1.185 billion and $56
million, respectively.


MUELLER WATER: S&P Affirms 'BB-' CCR; Outlook Remains Stable
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on Atlanta-based Mueller Water Products
Inc.  The outlook remains stable.

At the same time, S&P assigned its 'BB' issue-level rating and '2'
recovery rating to the company's proposed $500 million senior
secured term loan.  The '2' recovery rating indicates S&P's
expectation for substantial recovery (70%-90%; upper end of the
range) in the event of payment default.

S&P expects to withdraw the ratings on the outstanding notes when
those are repaid with the proposed debt issuance.

S&P's rating affirmation reflects its expectation that Mueller
will maintain good credit measures, including leverage of below 3x
and funds from operations (FFO) to debt of 20%-30% over the next
12 months, which provide some capacity for a cyclical decline or
sizeable acquisition.

"We expect the company to continue generating moderate free cash
flow, which supports debt reduction," said Standard & Poor's
credit analyst Svetlana Olsha.

Mueller maintains good market positions in the cyclical North
American water infrastructure and nonresidential pipe-related
products niche markets.  The company offers a full line of water
infrastructure flow control, such as gate valves, fire hydrants,
and pipe fittings.  Over the past several years, Mueller has been
investing in adjacent markets such as advanced metering
infrastructure (AMI) systems, leak detection, and pipe condition
assessment.  Although it has made progress in these areas, S&P
considers the company's efforts a work in progress.

The rating outlook is stable.  S&P believes that Mueller's
improved credit measures will likely persist, including debt to
EBITDA of about 3x or less and FFO to debt of at least 20%.

S&P could lower the rating if the company is unable to sustain its
improved credit measures.  S&P could consider a downgrade if, for
instance, weak operating performance or a debt-financed
acquisition causes debt to EBITDA approach 5x and FFO to debt to
decline toward 12% without prospects for improvement over the next
12 months.

S&P could raise the rating if it assess the company's business
risk profile as having meaningfully improved, resulting in a
"fair" assessment.  This could occur if the company increases its
geographic diversification and expands its newer product lines
(which include AMI and leak detection products) to a meaningful
portion of the overall business, while maintaining good
performance in its existing portfolio of businesses.  S&P could
also raise the rating if it expects the company to sustain
leverage below than 4x and FFO to debt of more than 20% even
through a cyclical downturn.


N-VIRO INTERNATIONAL: To Hold Annual Shareholders' Meeting Today
----------------------------------------------------------------
N-Viro International Corporation disclosed with the U.S.
Securities and Exchange Commission that its annual meeting of
stockholders which opened on Tuesday, Oct. 21, 2014, at 10:00 a.m.
(local time) at Brandywine Country Club, 6904 Salisbury Road,
Maumee, Ohio, 43537 and was declared recessed until a later date,
will reconvene today, Nov. 6, 2014, at the same time and place, in
in order to allow the Company's chief executive officer, who was
traveling abroad, to attend.

All proposals up for a vote before the stockholders continue to be
eligible to be voted upon up until the November 6 date by holders
of record of shares of the Company's common stock at Aug. 28,
2014.

                      About N-Viro International

Toledo, Ohio-based N-Viro International Corporation owns and
sometimes licenses various N-Viro processes and patented
technologies to treat and recycle wastewater and other bio-organic
wastes, utilizing certain alkaline and mineral by-products
produced by the cement, lime, electrical generation and other
industries.

N-Viro International reported a net loss of $1.64 million on $3.37
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $1.63 million on $3.58 million of revenues
during the prior year.

The Company's balance sheet at June 30, 2014, showed $1.68 million
in total assets, $2.66 million in total liabilities and a $983,587
total stockholders' deficit.

UHY LLP, in Farmington Hills, Michigan, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company's recurring losses, negative cash flow from operations
and net working capital deficiency raise substantial doubt about
its ability to continue as a going concern.


NATURAL MOLECULAR: Trustee Hires Cascade Capital as Accountants
---------------------------------------------------------------
Mark Calvert, the Chapter 11 trustee of Natural Molecular Testing
Corporation, asks for permission from the U.S. Bankruptcy Court
for the Western District of Washington to employ Cascade Capital
Group, LLC, as his accountants, nunc pro tunc to Sept. 29, 2014.

The Chapter 11 Trustee requires Cascade Capital to:

   (a) provide accounts receivable analysis and collection
       support;

   (b) prepare financial plans, including operating and capital
       budgets;

   (c) prepare financial projections in support of bankruptcy plan
       and financing;

   (d) provide accounting systems and management reports review
       and reconciliation;

   (e) provide financial reporting management and issuance; and

   (f) provide additional reporting and court requests support as
       necessary

Cascade Capital will be paid at these hourly rates:

       Mark Calvert             $450
       Charles Green            $325
       Lori Simpson             $325
       Staff                    $200

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

Mark Calvert, also the managing director of Cascade Capital,
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.

Cascade Capital can be reached at:

       Mark Calvert
       CASCADE CAPITAL GROUP, LLC
       1420 Fifth Avenue, Suite 2211
       Seattle, WA 98101
       Tel: (206) 909-3636
       E-mail: mark@cascadecapitalgroup.com

                     About Natural Molecular

Natural Molecular Testing Corp., which provides molecular
diagnostic-testing services, including testing for sexually
transmitted diseases and screening and counseling about cystic
fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle.  Hacker
& Willig, Inc., P.S., serves as its bankruptcy counsel. The
closely held company said assets are worth more than $100 million
while debt is less than $50 million.

Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a
five-member Committee of Unsecured Creditors.  Foster Pepper's
Jane Pearson, Esq.; Christopher M. Alston, Esq., and Terrance
Keenan, Esq., serve as the Committee's attorneys.


NII HOLDINGS: Nov. 13 Hearing on Bid for Stay of Claims vs. Execs
-----------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Nov. 13, 2014, at
10:00 a.m., to consider NII Holdings, Inc., et al.'s motion for
extension of an automatic stay to claims against certain of the
Debtors' officers.  Objections, if any, are due Nov. 6, at
12:00 p.m.

According the Debtors, extending the automatic stay is necessary
because the burden of responding to discovery-related requests,
the related costs will be borne by the Debtors' estates, and key
personnel will spend significant time participating in the defense
of the Securities Litigation.

NII Holdings is a defendant in a putative class-action securities
litigation that was filed before the Initial Petition Date.  Also
named as defendants are Steven M. Shindler, the current chief
executive officer and a member of the board of directors of NII
Holdings; Gokul Hemmady, the current chief operating officer of
NII Holdings and president of its Brazilian operating subsidiary;
and Steven P. Dussek, who was formerly the chief executive officer
and a member of the board of directors of NII Holding.

The Debtors are represented by:

         Scott J. Greenberg, Esq.
         Lisa Laukitis, Esq.
         JONES DAY
         222 East 41st Street
         New York, NY 10017
         Tel: (212) 326-3939
         Fax: (212) 755-7306

                and

         David G. Heiman, Esq.
         Carl E. Black, Esq.
         JONES DAY
         North Point
         901 Lakeside Avenue
         Cleveland, OH 44114
         Tel: (216) 586-3939
         Fax: (216) 579-0212

                         About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina.  NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America.  NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors' cases are jointly administered
and are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.

The U.S. Trustee for Region 2 on Sept. 29 appointed five creditors
of NII Holdings to serve on the official committee of unsecured
creditors.


PARADIGM EAST: Files Amendments to Schedule A
---------------------------------------------
Paradigm East Hanover, LLC, filed with the U.S. Bankruptcy Court
for the District of New Jersey amendments to Schedule A of its
schedules of assets and liabilities.  A copy of the new document
is available for free at:
http://bankrupt.com/misc/ParadigmEast_21_amendedSALs.pdf

                        About Paradigm East

Paradigm East Hanover, LLC, sought Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 14-25017) in Newark, New Jersey,
on July 23, 2014.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Secf. 101(51B), disclosed assets of between $10 million and
$50 million, and debt of less than $10 million.

The company is owned by entities held by Paradigm Capital Funding,
LLC.

The case is assigned to Judge Donald H. Steckroth.  Morris S.
Bauer, Esq., at Norris McLaughlin & Marcus, PA, in Bridgewater,
New Jersey, serves as counsel.


PARK CENTER IV: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Park Center IV, LLC
        16 Route 46
        Pine Brook, NJ 07058

Case No.: 14-32642

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 6, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Hon. Novalyn L. Winfield

Debtor's Counsel: Steven D. Pertuz, Esq.
                  LAW OFFICES OF STEVEN D. PERTUZ, LLC
                  111 Northfield Avenue, Suite 304
                  West Orange, NJ 07052
                  Tel: (973) 669-8600
                  Fax: (973) 669-8700
                  Email: pertuzlaw@verizon.net

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Kim R. Parkins, managing member.

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


PATHEON INC: Bank Debt Due January 2021 Trades at 3% Off
--------------------------------------------------------
Participations in a syndicated loan under which Patheon Inc. is a
borrower traded in the secondary market at 97.46 cents-on-the-
dollar during the week ended Friday, September 26, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.59
percentage points from the previous week, The Journal relates.
Patheon Inc. pays 325 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Jan. 14, 2021, and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


PETRON ENERGY: Reports $10 Million Net Loss for Third Quarter
-------------------------------------------------------------
Petron Energy II, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $10.04 million on $62,402 of oil and gas sales for
the three months ended Sept. 30, 2014, compared to a net loss of
$468,921 on $76,403 of oil and gas sales for the same period in
2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $16.61 million on $173,929 of oil and gas sales
compared to a net loss of $2.17 million on $204,037 of oil and gas
sales for the same  period last year.

As of Sept. 30, 2014, the Company had $3.74 million in total
assets, $13.83 million in total liabilities and a $10.09 million
total stockholders' deficit.

As of Sept. 30, 2014, the Company had a working capital deficit of
approximately $12,880,000 as compared to a deficit in working
capital of approximately $4,153,000 at Dec. 31, 2013.

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

                       http://is.gd/Tj9beG

                       About Petron Energy

Dallas-based Petron Energy II, Inc., is engaged primarily in the
acquisition, development, production, exploration for and the sale
of oil, gas and gas liquids in the United States.  As of Dec. 31,
2011, the Company is operating in the states of Texas and
Oklahoma.  In addition, the Company operates two gas gathering
systems located in Tulsa, Wagoner, Rogers and Mayes counties of
Oklahoma.  The pipeline consists of approximately 132 miles of
steel and poly pipe, a gas processing plant and other ancillary
equipment.  The Company sells its oil and gas products primarily
to a domestic pipeline and to another oil company.

Petron Energy reported a net loss of $4.30 million in 2013
following a net loss of $8.32 million in 2012.

KWCO, PC, in Odessa, TX, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2013.  The independent auditors noted that the Company's
significant operating losses since inception raise substantial
doubt about its ability to continue as a going concern.


PLAYA HERMOSA: Files Bare-Bones Ch. 11 Petition in Puerto Rico
--------------------------------------------------------------
Playa Hermosa Development Corp. sought Chapter 11 bankruptcy
protection (Bankr. D.P.R. Case No. 14-09236) in Old San Juan,
Puerto Rico, on Nov. 6, 2014, without stating a reason.

The Debtor estimated $50 million to $100 million in assets and
$10 million to $50 million in debt.

The case is assigned to Bankruptcy Judge Enrique S. Lamoutte
Inclan.

The Debtor is represented by Diomedes M Lajara Radinson, Esq., at
Lajara Radinson & Alicea PSC, in San Juan, Puerto Rico.


PLAYA HERMOSA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Playa Hermosa Development Corp.
        Ave. Jesus T Pinero 293
        San Juan, PR 00927

Case No.: 14-09236

Chapter 11 Petition Date: November 6, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Hon. Enrique S. Lamoutte Inclan

Debtor's Counsel: Diomedes M Lajara Radinson, Esq.
                  LAJARA RADINSON & ALICEA PSC
                  1303 Americo Miranda Ave
                  San Juan, PR 00921
                  Tel: 787-781-6767
                  Fax: 787-774-9324
                  Email: dlajara@lra-law.com

Estimated Assets: $50 million to $100 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Nicolas Rivera Valentin, president.

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


QUANTUM FOODS: Creditors Committee Files Preference Actions
-----------------------------------------------------------
L. John Bird, writing for Delaware Bankruptcy Litigation, reports
that Cross and Simon, LLC, on behalf of the Official Committee of
Unsecured Creditors of Quantum Foods LLC, began filing with the
U.S. Bankruptcy Court for the District of Delaware on Oct. 28
complaints to recover what it contends are avoidable preferences.

According to Delaware Bankruptcy Litigation, the Committee argues
that the transfers, or payments, received by various defendants
are avoidable and subject to recovery under 11 U.S.C. Sections 547
and 548 of the U.S. Bankruptcy Code.

                      About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods LLC and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to CTI
Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Daniel J.
McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr,
Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq.,
Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, serve as local counsel.  City
Capital Advisors is the investment banker.  FTI Consulting, Inc.
also serves as advisor. BMC Group is the claims and notice agent.

The U.S. Trustee for Region 3 appointed five members to the
official committee of unsecured creditors in the case.  The
Committee is seeking to retain Triton Capital Partners, Ltd. as
financial advisor; and Mark D. Collins, Esq., Russell C.
Silberglied, Esq., Michael J. Merchant, Esq., Christopher M.
Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton &
Finger, P.A. as counsel.

Raging Bull is represented in the case by Van C. Durrer II, Esq.,
at Skadden Arps Slate Meagher & Flom LLP.  Crystal Finance LLC is
represented by David S. Berman, Esq., at Riemer & Braunstein LLP.


RAM OF EASTERN: Seeks Final Decree to Close Chapter 11 Case
-----------------------------------------------------------
RAM of Eastern North Carolina asks the U.S. Bankruptcy Court for
the Eastern District of North Carolina to enter a final decree
closing its Chapter 11 case.  The Debtor says it has commenced
distribution under its bankruptcy-exit plan.  The Debtor further
says there has been an assumption by the Debtor of the business or
of the management of all or substantially all of the property
dealt with by the plan.

             About RAM of Eastern North Carolina

RAM of Eastern North Carolina, LLC, formerly Grantham Crossing,
LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
13-01125) in Wilson, North Carolina, on Feb. 21, 2013.

The Debtor, which owns commercial and residential rental
properties in Craven and Carteret Counties, North Carolina,
disclosed $11.7 million in total assets and $7.70 million in total
liabilities in its schedules.

George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as
bankruptcy counsel to the Debtor.


RECYCLE SOLUTIONS: Files for Ch. 11 with $6.4-Mil. in Debt
----------------------------------------------------------
Recycle Solutions, Inc., a Tennessee-based company that makes $10
million a year from recycling plastic bottles, paper and cans in
the Southeast, sought Chapter 11 bankruptcy protection in its
home-town in Memphis (Bankr. W.D. Tenn. Case No. 14-31338) on Nov.
4, 2014, disclosing assets of $11.5 million against liabilities of
$6.4 million.

In its schedules, the Debtor reported:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $5,600,000
  B. Personal Property            $5,948,773
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,205,452
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $50,843
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,135,610
                                 -----------      -----------
        TOTAL                    $11,548,773       $6,391,905

Real property is comprised of 1054 Kansas Street, Memphis TN
(valued at $2 million), Location: 102 Conner Road, Villa Rica GA
(valued at $600,000), and 155 Wisconsin St, Memphis TN (valued at
$3 million).  Secured creditors include First Capital Bank (owed
$3 million) and Regions Bank (owed $1.74 million).

In its statement of financial affairs, the Debtor disclosed
business income during the past three years:

         Period                Business Income
         ------                ---------------
         2014 YTD                $9,637,594
          2013                  $13,374,000
          2012                  $11,179,000

The case is assigned to Judge George W. Emerson Jr.  The Debtor is
represented by Steven N. Douglass, Esq., at Harris Shelton Hanover
Walsh, PLLC, in Memphis.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due March 4, 2015.

Recycle Solutions, founded in 2002 in Memphis, TN, is in the
business of recycling and reusing plastic, wood and packaging for
film rolls.  The company claims to be a pioneer in helping leading
corporations develop and implement innovative programs to reduce
their environmental impact.  James Downing, of Arlington,
Tennessee, founder and president, owns 100% of the stock.


REICHHOLD HOLDINGS: Hires Kelly Garfinkle as Pension Advisor
------------------------------------------------------------
Reichhold Holdings US, Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Kelly Garfinkle Strategic Restructuring LLC
("KGSR") as pension advisor to the Debtors, nunc pro tunc to Sept.
30, 2014.

KGSR will provide pension advisory services to the Debtors in
connection with these chapter 11 cases, and provide related
advisory services to the Debtors and their counsel, advisors and
consultants relating to the pension-related liabilities and
obligations of the Debtors, including the following, as reasonably
requested:

  -- Development of the strategy and tactics for negotiating a
     final resolution with respect to the Debtors' unfunded
     pension liability and current funding requirements with the
     Pension Benefit Guaranty Corporation ("PBGC"), including:

     * developing strategy for approaching PBGC with respect to
       the particular structural reorganization selected by the
       Debtors;

     * working with the various current Debtors' stakeholders and
       prospective equity sponsors to educate them about PBGC and
       its process and to ensure that the alignment of their
       interests is consistent with the Debtors obtaining the
       maximum available relief from the PBGC;

     * working with the Debtors and its various stakeholders and
       prospective stakeholders with respect to all PBGC mattes,
       including voluntary, distress and involuntary pension plan
       termination scenarios and all other matters concerning the
       PBGC;

     * providing guidance and support to the Debtors when
       responding to all requests from the PBGC for additional
       data;

     * arranging necessary political support documentation for the
       Debtors;

     * arranging necessary meeting with appropriate PBGC staff;

     * negotiating on the Debtors' behalf terms of any agreement
       with the PBGC;

     * supporting the Debtors in responding and negotiating a
       settlement with the PBGC, including strategy development,
       preparing responses, leading meetings and negotiations, and
       following up with the staff to move the process; and

     * providing other support as needed.

The firm's Fee Structure provides that the Debtors are obligated
to pay the following compensation to KGSR:

   (a) A monthly cash fee of $30,000 for the duration of the
       Engagement.

   (b) A "Contingent Completion Fee", depending on the outcome of
       certain negotiations with certain stakeholders.

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

Morris R. Garfinkle, co-founder and principal of KGSR, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on Nov. 17, 2014, at 10:30 a.m.  Objections, if any,
are due Nov. 10, 2014, at 4:00 p.m.

KGSR can be reached at:

       Morris R. Garfinkle
       KELLY GARFINKLE STRATEGIC RESTRUCTURING LLC
       Tel: (202) 359-2107
       E-mail: mgarfinkle@kgrestructuring.com
       Web: http://www.kgrestructuring.com/

                         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 Debtors' 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.

An Ad Hoc Committee of Asbestos Claimants also appears in the
case.  The Ad Hoc Committee consists of three plaintiff law firms,
Cooney & Conway, Gori Julian & Associates, P.C., and Simmons Hanly
Conroy LLC, each in their capacity as tort counsel for clients of
their firms who have asbestos-related personal injury or wrongful
death claims against the Debtors.  Counsel to the Committee are:

     CAMPBELL & LEVINE, LLC
     Mark T. Hurford, Esq.
     222 Delaware Avenue, Suite 1620
     Wilmington, DE 19801
     Tel: (302) 426-1900
     Fax: (302) 426-9947
     E-mail: mhurford@camlev.com

          - and -

     CAPLIN & DRYSDALE, CHARTERED
     James P. Wehner, Esq.
     Jeffrey A. Liesemer, Esq.
     One Thomas Circle, N.W.
     Washington, DC 20005
     Tel: (202) 862-5000
     Fax: (202) 429-3301
     E-mail: jwehner@capdale.com
             jliesemer@capdale.com


REICHHOLD HOLDINGS: Panel Hires Hahn & Hessen as Lead Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Reichhold
Holdings US, Inc. and its debtor-affiliates seeks authorization
from the U.S. Bankruptcy Court for the District of Delaware to
retain Hahn & Hessen LLP as lead counsel to the Committee, nunc
pro tunc to Oct. 14, 2014.

Hahn & Hessen has agreed to be retained to advise and represent
the Committee in the performance of its duties specified in
section 1103 of the Bankruptcy Code, including:

   (a) rendering legal advice to the Committee with respect to its
       duties and powers in this case;

   (b) assisting the Committee in its investigation of the acts,
       conduct, assets, liabilities, and financial condition of
       the Debtors, the operation of the Debtors' businesses, the
       desirability of continuance of such businesses, and any
       other matters relevant to these cases or to the business
       affairs of the Debtors;

   (c) advising the Committee with respect to the proposed debtor-
       in-possession financing;

   (d) advising the Committee with respect to any proposed sale of
       the Debtors' assets or a sale of the Debtors' business
       operations and any other relevant matters;

   (e) advising the Committee with respect to any proposed plan of
       reorganization or liquidation and the prosecution of claims
       against third parties, if any, and any other matters
       relevant to the cases or to the formulation of a plan of
       reorganization or liquidation;

   (f) assisting the Committee in requesting the appointment of a
       trustee or examiner pursuant to section 1104 of the
       Bankruptcy Code, if necessary and appropriate; and

   (g) performing other legal services, which may be required by,
       and which are in the best interests of, the unsecured
       creditors, which the Committee represents.

Hahn & Hessen will be paid at these hourly rates:

       Mark T. Power, Partner           $845
       Mark S. Indelicato, Partner      $845
       Don D. Grubman, Partner          $755
       Janine M. Figueiredo, Partner    $655
       Alison M. Ladd, Associate        $420
       Lauren S. Schlussel, Associate   $420
       Bryan J. Hall, Associate         $350
       Sandra Y. Thompson, Paralegal    $255

Hahn & Hessen will also be reimbursed for reasonable out-of-pocket
expenses incurred.

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

As required by the Guidelines for Reviewing Applications for
Compensation and Reimbursement of Expenses Filed Under 11 U.S.C.
Sec. 330 by Attorneys in Larger Chapter 11 Cases, effective
November 1, 2013, the firm attested that:

     a. Hahn & Hessen did not agree to a variation of its standard
or customary billing arrangement for this engagement;

     b. None of the professionals included in this engagement have
varied their rate based on the geographic location of these
chapter 11 cases;

     c. Hahn & Hessen did not represent the Committee prior to the
Petition Date; and

     d. The Committee has approved Hahn & Hessen's proposed rates
and staffing plan.

The Court for the District of Delaware will hold a hearing on the
application on Nov. 17, 2014, at 10:30 a.m.  Objections, if any,
are due Nov. 10, 2014, at 4:00 p.m.

Hahn & Hessen can be reached at:

       Mark T. Power, Esq.
       HAHN & HESSEN LLP
       488 Madison Avenue
       New York, NY 10022
       Tel: (212) 478-7350
       Fax: (212) 478-7400
       E-mail: mpower@hahnhessen.com

                         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.

An Ad Hoc Committee of Asbestos Claimants also appears in the
case.  The Ad Hoc Committee consists of three plaintiff law firms,
Cooney & Conway, Gori Julian & Associates, P.C., and Simmons Hanly
Conroy LLC, each in their capacity as tort counsel for clients of
their firms who have asbestos-related personal injury or wrongful
death claims against the Debtors.  The Committee is represented by
Mark T. Hurford, Esq., at Campbell & Levine, LLC; and Caplin &
Drysdale, Chartered's James P. Wehner, Esq. and Jeffrey A.
Liesemer, Esq.


REICHHOLD HOLDINGS: Creditors' Panel Taps Blank Rome as Co-counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Reichhold
Holdings US, Inc. and its debtor-affiliates seeks authorization
from the U.S. Bankruptcy Court for the District of Delaware to
retain Blank Rome LLP as co-counsel to the Committee, nunc pro
tunc to Oct. 14, 2014.

The Committee seeks the employment of Blank Rome to represent it
as Delaware co-counsel and perform services for the Committee in
connection with carrying out its fiduciary duties and
responsibilities under the Bankruptcy Code consistent with section
1103(c) and other provisions of the Bankruptcy Code.

Blank Rome will be paid at these hourly rates:

       Bonnie Glantz Fatell         $825
       Josef W. Mintz               $400
       Tamara Moody                 $265
       Partners                     $335-$1020
       Associates & Counsel         $195-$900
       Paraprofessionals            $115-$405

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

Bonnie Glantz Fatell, partner of Blank Rome, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

As required by the Guidelines for Reviewing Applications for
Compensation and Reimbursement of Expenses Filed Under 11 U.S.C.
Sec. 330 by Attorneys in Larger Chapter 11 Cases, Effective
November 1, 2013, the firm attested that:

     (a) Blank Rome did not agree to a variation of its standard
or customary billing arrangement for this engagement;

     (b) None of the professionals included in this engagement
have varied their rate based on the geographic location of these
chapter 11 cases;

     (c) Blank Rome did not represent the Committee prior to the
Petition Date; and

     (d) The Committee has approved Blank Rome's proposed rates
and staffing plan.

The Court for the District of Delaware will hold a hearing on the
application on Nov. 17, 2014, at 2:00 p.m.  Objections, if any,
are due Nov. 10, 2014, at 4:00 p.m.

Blank Rome can be reached at:

       Bonnie Glantz Fatell, Esq.
       BLANK ROME LLP
       1201 N Market St.
       Wilmington, DE 19801
       Tel: +1 (302) 425-6423
       Fax: +1 (302) 428-5110
       E-mail: Fatell@BlankRome.com

                         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.

An Ad Hoc Committee of Asbestos Claimants also appears in the
case.  The Ad Hoc Committee consists of three plaintiff law firms,
Cooney & Conway, Gori Julian & Associates, P.C., and Simmons Hanly
Conroy LLC, each in their capacity as tort counsel for clients of
their firms who have asbestos-related personal injury or wrongful
death claims against the Debtors.  The Committee is represented by
Mark T. Hurford, Esq., at Campbell & Levine, LLC; and Caplin &
Drysdale, Chartered's James P. Wehner, Esq. and Jeffrey A.
Liesemer, Esq.


REICHHOLD HOLDINGS: Creditors' Panel Hires Capstone as Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Reichhold
Holdings US, Inc. and its debtor-affiliates seeks authorization
from the U.S. Bankruptcy Court for the District of Delaware to
retain Capstone Advisory Group, LLC and Capstone Valuation
Services, LLC as financial advisor to the Committee, nunc pro tunc
to Oct. 14, 2014.

The Committee requires Capstone to:

   (a) advise and assist the Committee in its analysis and
       monitoring of the Debtors' and non-Debtor affiliates'
       historical, current and projected financial affairs,
       including, schedules of assets and liabilities and
       statement of financial affairs;

   (b) advise and assist the Committee with respect to any debtor-
       in-possession financing arrangements and use of cash;

   (c) scrutinize cash disbursements on an on-going basis for the
       period subsequent to the commencement of these cases;

   (d) develop a periodic monitoring report to enable the
       Committee to evaluate effectively the Debtors' performance
       and wind-down activities on an ongoing basis;

   (e) advise and assist the Committee and counsel in reviewing
       and evaluating any court motions, applications, or other
       forms of relief filed or to be filed by the Debtors, or
       any other parties-in-interest;

   (f) monitor wind down of both Debtors and non-Debtor entities;

   (g) prepare certain valuation analyses of the Debtors' and if
       applicable the non-Debtor affiliates' businesses and assets
       using various professionally accepted methodologies;

   (h) as needed, prepare alternative business projections
       relating to the valuation of the Debtors' and if applicable
       the non-Debtors' business enterprise;

   (i) develop strategies to maximize recoveries from the Debtors'
       assets and advise and assist the Committee with such
       strategies;

   (j) analyze and monitor any prior, pending and future sale
       processes and transactions and assess the reasonableness of
       the process and the consideration received;

   (k) evaluate intangible asset portfolio and develop strategies
       to maximize returns;

   (l) monitor Debtors' claims management process, analyze claims,
       analyze guarantees, and summarize claims by entity;

   (m) advise and assist the Committee in identifying and/or
       reviewing any preference payments, fraudulent conveyances,
       and other potential causes of action that the Debtors'
       estates may hold against insiders and third parties;

   (n) analyze the Debtors' and non-Debtors affiliates' assets and
       analyze possible recovery to creditor constituencies under
       various scenarios;

   (o) review and provide analysis of any bankruptcy plan and
       disclosure statement relating to the Debtors including, if
       applicable, the development and analysis of any bankruptcy
       plans proposed by the Committee;

   (p) advise and assist the Committee in its assessment of the
       Debtors' employee needs and related costs;

   (q) analyze intercompany and related party transactions of the
       Debtors and non-Debtor affiliates;

   (r) advise and assist the Committee in the evaluation of the
       Debtors' operations and investments;

   (s) attend Committee meetings, court hearings, and auctions as
       may be required;

   (t) render other general business consulting or assistance as
       the Committee or its counsel may deem necessary, consistent
       with the role of a financial advisor; and

   (u) other potential services, including: render expert
       testimony, issue expert reports and or litigation and
       forensic work that has not yet been identified but as may
       be requested from time to time by the Committee and its
       counsel.

Capstone will be paid at these hourly rates:

       Christopher Kearns      $875
       David Galfus            $850
       Finbarr O'Connor        $770
       Rick Wright             $580
       Amy Drobish             $410
       Joseph Woodmansee       $410
       Executive Director      $600-$875
       Managing Director       $475-$635
       Director                $410-$450
       Consultant              $225-$350
       Support Staff           $125-$305

Capstone has agreed to a 15% discount off of the standard hourly
rates.

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

David Galfus, executive director for Restructuring at Capstone,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

The Court for the District of Delaware will hold a hearing on the
application on Nov. 17, 2014, at 10:30 a.m.  Objections, if any,
are due Nov. 10, 2014, at 4:00 p.m.

Capstone can be reached at:

       David Galfus
       Capstone Advisory Group, LLC
       Park 80 West
       250 Pehle Ave., Suite 301
       Saddle Brook, NJ 07663
       Tel: (201) 587-7117
       Cel: (201) 888-6733
       E-mail: dgalfus@capstoneag.com

                         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.

An Ad Hoc Committee of Asbestos Claimants also appears in the
case.  The Ad Hoc Committee consists of three plaintiff law firms,
Cooney & Conway, Gori Julian & Associates, P.C., and Simmons Hanly
Conroy LLC, each in their capacity as tort counsel for clients of
their firms who have asbestos-related personal injury or wrongful
death claims against the Debtors.  The Committee is represented by
Mark T. Hurford, Esq., at Campbell & Levine, LLC; and Caplin &
Drysdale, Chartered's James P. Wehner, Esq. and Jeffrey A.
Liesemer, Esq.


REVEL AC: Tries to Tear Up Deals From First Chapter 11
------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Revel AC Inc. is trying to abrogate two
agreements made in 2013 during its first trip through Chapter 11.

According to the report, Revel said it made an illegal agreement
in violation of state law when the bankruptcy court in the first
case approved a settlement in 2013 fixing its tax assessment at
$1.15 billion for 2014 and 2015.  The report added that the casino
also asked the current bankruptcy's judge to disregard an
agreement approved in the first case to pay about $2.75 million a
month for electricity provided by ACR Energy Partners LLC, which
was created to finance and build the casino's power plant.

                          About Revel AC

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

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

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

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

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

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

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


RICHMOND CHRISTIAN: To Put Assets on Auction Block
--------------------------------------------------
Burl Rolett at Richmond BizSense reports that the U.S. Bankruptcy
Court for the Eastern District of Virginia has ordered the sale of
Richmond Christian Center's 37,000-square-foot main church
building at 214 Cowardin St. near Manchester free and clear of any
liens.

According to BizSense, the property will be sold through a
standard auction this month, and creditors will retain a lien on
the proceeds of the sale.

BizSense relates that Motleys Asset Disposition Group will hold a
live, on-site auction on the sale's final day.  The report says
that online bidding will run from Nov. 13 to Nov. 20.

BizSense states that the Debtor will also be selling: (a) cluster
of smaller buildings on both sides of West 19th Street, (ii) a row
of parking lots on the southern side of Wall Street; (iv) three
surrounding vacant lots on Cowardin Avenue across from the church,
at 1916 Bainbridge Street, and at 1919 Porter Street; and (v) a
single-family home at 3010 Stockton Street.  Motleys Asset,
according to BizSense, will hold a separate auction for each
property, another auction that includes the entire collection of
properties around the Christian Center campus, and a package that
includes the church and the other scattered properties up for
sale.

Headquartered in Richmond, Virginia, Richmond Christian Center
filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case
No. 13-35141) on Sept. 24, 2013, estimating its assets and debts
at $1 million to $10 million each.  The petition was signed by Dr.
Stephen A. Parson, Sr., pastor.

Ronald A. Page, Jr., Esq., at Ronald Page, PLC, serves as the
Debtor's bankruptcy counsel.  Judge Kevin R. Huennekens presides
over the case.


ROCKWELL MEDICAL: ODAC Recommends Triferic
------------------------------------------
Rockwell Medical, Inc., announced that on Nov. 6, 2014, the
Oncologic Drugs Advisory Committee of the U.S. Food & Drug
Administration recommended that the Phase 3 efficacy and safety
results for the Company's lead investigational drug, Triferic,
support a positive benefit/risk to treat iron loss to maintain
hemoglobin in patients with hemodialysis-dependent stage 5 chronic
kidney disease.  The ODAC voted in favor of Triferic by a vote of
8 to 3, according to a regulatory filing with the U.S. Securities
and Exchange Commission.

The ODAC reviewed safety and efficacy data from Rockwell's overall
clinical program.  During the clinical program more than 1,400
patients were treated with Triferic and more than 100,000
individual administrations were given.  The results from the
clinical trials have shown Triferic to be an effective and highly-
differentiated iron delivery therapy with a safety profile similar
to placebo.

                            About Rockwell

Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom,
Michigan, is a fully-integrated biopharmaceutical company
targeting end-stage renal disease ("ESRD") and chronic kidney
disease ("CKD") with innovative products and services for the
treatment of iron deficiency, secondary hyperparathyroidism and
hemodialysis (also referred to as "HD" or "dialysis").

Rockwell's lead investigational drug is in late stage clinical
development for iron therapy treatment in CKD-HD patients.  It is
called Soluble Ferric Pyrophosphate ("SFP").  SFP delivers iron to
the bone marrow in a non-invasive, physiologic manner to
hemodialysis patients via dialysate during their regular dialysis
treatment.

Rockwell Medical reported a net loss of $48.78 million in 2013, a
net loss of $54.02 million in 2012 and a net loss of $21.44
million in 2011.

As of June 30, 2014, the Company had $25.88 million in total
assets, $29.79 million in total liabilities and a $3.91 million
total shareholders' deficit.


SALON MEDIA: To Issue 10 Million Shares Under Incentive Plan
------------------------------------------------------------
Salon Media Group, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement to register
10,000,000 shares of common stock to be issued under the Company's
Amended 2014 Stock Incentive Plan.  The proposed maximum aggregate
offering price is $2.5 million.  A copy of the Form S-8 prospectus
is available for free at http://is.gd/ZWApBv

                        About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.

Salon Media incurred a net loss of $2.18 million on $6 million of
net revenues for the year ended March 31, 2014, as compared with a
net loss of $3.93 million on $3.64 million of net revenues for the
year ended March 31, 2013.

As of June 30, 2014, the Company had $1.93 million in total
assets, $5.74 million in total liabilities and a $3.81 million
total stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2014.  The independent
auditors noted that the Company has suffered recurring losses and
negative cash flows from operations and has an accumulated deficit
of $118.7 million as of March 31, 2014.  The auditors said these
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


SAMUEL WYLY: Bankruptcy Judge Shuts Down Book Projects
------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
U.S. Bankruptcy Judge Barbara Houser in Texas have temporarily
suspended Samuel Wyly's book projects after saying that the Texas
billionaire's budget for expenditures -- $32,000 monthly cost of
two personal writing  assistants -- "needs to be carefully
scrubbed."  According to the report, the U.S. Securities and
Exchange Commission previously called the numbers in an earlier
proposed budget "exorbitantly inflated," pointing out that it
contained mortgage payments on his wife's bookstore in Aspen,
Colo., and $2,200 for pool, home maintenance and landscaping.

                        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).


SAN JOAQUIN HILLS TCA: Fitch Hikes 1997A Bonds Rating From BB
-------------------------------------------------------------
Fitch Ratings has upgraded to 'BBB-' from 'BB', and removed from
Rating Watch Positive the rating for the 1997A series San Joaquin
Hills Transportation Corridor Agency (SJHTCA) toll revenue bonds.
These bonds comprise:

-- $176.8 million 1997A series capital appreciation bonds (CABs);
-- $518.5 million 1997A series convertible capital appreciation
    bonds (CCABs).

Simultaneously, Fitch has affirmed the 'BBB-' rating on SJHTCA's
2014A series senior lien current interest bonds and the 'BB+'
rating on SJHTCA's 2014B series junior lien current interest
bonds.  The Outlook on all ratings is Stable.

The upgrade and removal of the rating watch reflects SJHTCA's
successful completion of its restructuring, with financial close
for the issuance of the 2014 series senior and junior lien bonds
having been reached on Nov. 6, 2014. Following completion of the
restructuring, all senior lien bonds - both newly issued 2014
series and also pre-existing 1997 and 2011 series bonds rolled
into the new structure - are rated 'BBB-' on a pari passu basis,
with newly issued 2014 series junior lien bonds rated 'BB+'.

The 'BBB-' senior lien and 'BB+' junior lien ratings reflect the
role of SR73 as a congestion reliever in the congested
transportation corridor served by interstates 405 and 5, the
demonstrated willingness to aggressively set toll rates to meet
bondholder covenants, the likely growing ability to price despite
near-term limitations, and the limited capital investment risk on
this debt structure. These factors are weighed down by the
significant leverage of 15x but that risk is mitigated by the
smoother debt service profile following this debt restructuring
that, along with robust cash reserving, will leave SJHTCA
dependent on only modest revenue growth to service debt.

SJHTCA operates a 15-mile tolled stretch of State Road (SR) 73 in
Orange County, California, that provides congestion relief to the
parallel interstates 5 and 405 and Pacific Coast Highway toll-free
roads. California Department of Transportation (Caltrans) has
title to the road and is responsible for its upkeep. SJHTCA's
responsibilities are as set out in a cooperative agreement between
the two agencies and are limited to toll collection and staff
expenses until 2050.

Key Rating Drivers

Revenue Risk -- Volume: Midrange

Traffic Stabilizing Below Peak: SR73 serves as a congestion
reliever to interstates 405 and 5. Annual transactions have
remained broadly flat at around 25 million since fiscal year (FY)
2010, prior to which they had peaked at 31 million in FY2007.
Continuing improvement in the local economy as evidenced by
falling unemployment and recovering housing prices should support
traffic stability and modest growth.

Revenue Risk -- Price: Weaker

Limited Pricing Power: The cash toll rate of $0.43 per mile is
among the highest among Fitch-rated U.S. toll roads; Fitch
believes SJHTCA will have limited pricing power for the next few
years, although the ability to recover inflation should strengthen
thereafter.

Infrastructure Development & Renewal: Stronger

Limited Capital Needs: Caltrans is responsible for renewal and
maintenance of the road, with SJHTCA only responsible for
administrative and toll collection functions. Its exposure to
infrastructure risk is therefore limited.

Debt Structure: Senior -- Midrange; Junior -- Midrange

Escalating Debt Service Profile: Senior and junior debt is fixed
rate and amortizing. However, it is somewhat back-ended, gradually
escalating through FY2041. A strong cash reserve structure helps
mitigate this, as does significantly reduced maximum annual debt
service (MADS) as compared to the previous structure.

Metrics

Consistent with Criteria: Fitch rating-case senior debt service
coverage ratio (DSCR; average 1.55x and minimum 1.34x) are in line
with criteria guidance for standalone toll facilities in the 'BBB'
category, with junior debt average and minimum rating case DSCRs
of 1.33x and 1.21x, respectively, indicating the strong sub-
investment-grade credit quality of this lien. The new debt
structure requires significantly less revenue growth over time in
order to fully service debt, with breakeven gross toll revenue
compounded annual growth rates (CAGR) being 0.78% and 1.45% at
senior and junior levels respectively.

Peers

New Structure Puts Issuer In-Line with Peers: Project metrics are
broadly in line with standalone facility peers with senior debt
rated in the low 'BBB' category, such as Foothill/Eastern
Transportation Corridor Agency (F/ETCA) and E-470 Public Highway
Authority.

Rating Sensitivities

Negative -- Weak Pricing Power: SJHTCA being unable to implement
inflationary toll increases without impacting traffic would have a
negative rating effect.

Negative -- Increasingly Volatile Demand Profile: traffic demand
proving more volatile than expected would put ratings under
pressure.

Positive -- Consistent Financial Outperformance: although near-
term positive rating changes are unlikely, a sustained performance
in terms of debt metrics above Fitch's base case could lead to
upward rating pressure on senior lien debt.

Transaction Summary

The senior and junior series 2014 bonds have refunded all callable
series 1993 and 1997 bonds, as well as $914 million (maturity
value) non-callable series 1997 bonds whose tender was accepted by
SJHTCA. The remaining $695.3 million of non-callable series 1997
CABs and CCABs have been rolled into the new structure and are
supported by a sinking fund. The transaction closed on Nov. 6,
2014. New senior and junior lien bonds have been issued at a
premium to yield 3.65%-4.45% and 4.55%-4.80% depending on tenor,
respectively.


SCIENTIFIC GAMES: Appoints Former District Judge to Board
---------------------------------------------------------
The Board of Directors of Scientific Games Corporation elected
Gabrielle K. McDonald as a director of the Company effective
Oct. 30, 2014, according to a regulatory filing with the U.S.
Securities and Exchange Commission.

A former U.S. District Court judge, Judge McDonald has been the
Special Counsel on Human Rights to Freeport-McMoRan, Inc., a
leading international natural resources company, since 1999.  From
2001 until 2013, Judge McDonald served as a judge on the Iran-
United States Claims Tribunal, The Hague, The Netherlands.  Judge
McDonald served as a judge on the International Criminal Tribunal
for the former Yugoslavia in The Hague for six years, and was
President of the Tribunal from 1997 until 1999.  Judge McDonald is
a member of the board of directors of the American Arbitration
Association.  Judge McDonald received her law degree from Howard
University School of Law, completing the program as the top
student in her class.

Judge McDonald is eligible to participate in all compensation
plans applicable to non-employee members of the Board.  Upon
joining the Board, Judge McDonald received stock options for
10,000 shares, which have a four-year vesting schedule and an
exercise price of $9.65 (the average of the high and low sales
prices of the Company's common stock on the trading day
immediately prior to the date of grant).  Judge McDonald will
receive an annual retainer of $75,000 for Board service, an annual
retainer of $10,000 for each committee on which she serves (or
$15,000, in the case of Audit Committee service), and an annual
award of restricted stock units having a grant date value of up to
$160,000 and a four-year vesting schedule (provided she satisfies
the Board's attendance requirements).  Judge McDonald will serve
on the Compliance Committee of the Board.

                       About Scientific Games

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

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

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

                           *     *     *

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

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

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


SEARS HOLDINGS: Rights Delisted From NASDAQ
-------------------------------------------
The NASDAQ Stock Market LLC filed a Form 25 with the U.S.
Securities and Exchange Commission to remove from listing Sears
Holdings Corp.'s rights on the Exchange.

                            About Sears

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

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

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

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

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

                            *     *     *

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

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

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

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


SEARS HOLDINGS: Mulls Move to Spin Off 300 Stores
-------------------------------------------------
Suzanne Kapner and Chelsey Dulaney, writing for The Wall Street
Journal, reported that Sears Holdings Corp. said it was weighing
whether to spin off up to 300 of its 712 company-owned stores into
a separate entity in which Sears shareholders would be entitled to
buy stakes.  According to the report, the move would raise much-
needed cash for the struggling retailer, which warned it lost as
much as $630 million in its most recent quarter.

                            About Sears

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

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

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

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

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

                            *     *     *

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

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

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

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


SESI LLC: Moody's Withdraws Ba1 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured note
rating of SESI, L.L.C. (SESI) to Baa3 from Ba2. At the same time,
Moody's withdrew SESI's Ba1 Corporate Family Rating, Ba1-PD
Probability of Default Rating and SGL-1 Speculative Grade
Liquidity Rating. The outlook was revised to stable.

"The upgrade to investment grade reflects Moody's view that SESI's
management will remain committed to maintaining low leverage and
manage its future shareholder returns prudently and within
operating cash flow," said Sajjad Alam, Moody's Assistant Vice
President. "We believe SESI's diversified operations and
geographic footprint as well as its flexible cost structure should
help sustain leverage below 2x even if oil prices weaken further.
While the recent volatility in oil prices is a concern for all
oilfield services industry participants, SESI's $870 million of
liquidity and free cash flow cushion are good buffers against
potential weakness in US onshore markets, which contribute roughly
two-thirds of the company's revenues."

Issuer: SESI, L.L.C.

Upgrade:

Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3 from
Ba2

Withdrawals:

Corporate Family Rating, Withdrawn Ba1

Probability of Default Rating, Withdrawn Ba1-PD

Speculative Grade Liquidity Rating, Withdrawn SGL-1

Outlook change:

Outlook changed to Stable from Positive

Ratings Rationale

SESI's Baa3 senior unsecured rating reflects its meaningful scale
and diversification across most US basins, broad suite of product
and service offerings, a growing international business and low
leverage. SESI's management has demonstrated its ability and
willingness to keep a conservative financial profile since
acquiring Complete Production Services, Inc. in February, 2012.
Despite initiating cash dividends in 2014 and repurchasing shares
in recent quarters, Moody's expect SESI to manage these activities
within operating cash flow. SESI's Baa3 rating is restrained by
the extremely competitive and highly cyclical industry landscape
dominated by much larger and financially stronger players. SESI's
management tries to reduce volatility in its operating performance
by diversifying across products, services, and geographies and by
maintaining a strong balance sheet. For 2015, SESI plans to
maintain margins and generate free cash flow from US onshore and
offshore Gulf of Mexico businesses and look for expansion
opportunities in stable, mature and high-return international
markets.

The Baa3 senior unsecured rating further reflects Moody's
expectation that SESI will move towards an unsecured debt
structure soon after this rating action.

SESI has excellent liquidity, including $320 million of cash and
an undrawn $600 million secured credit facility ($552 available
after $48 million of letters of credit postings) as of September
30, 2014. Based on projected capital expenditures of $600-$650
million in 2014 and a similar amount in 2015, the company should
generate free cash flow. The company is currently looking to sell
some non-core assets involving its subsea construction and
conventional decommissioning business that could provide
additional liquidity.

With the upgrade, Moody's changed SESI's rating outlook to stable
and another positive rating action is unlikely in 2015. Longer
term, an upgrade will depend on a strengthened market position,
including further expansion into international markets and
improved returns. In addition to continued low leverage, if the
EBIT/assets ratio is sustained above 10%, and EBITDA contributions
from non-US operations grew near 30% of total revenues, Moody's
would consider an upgrade. On the other hand, if the debt/EBITDA
ratio approaches 3x, a downgrade is likely.

The principal methodology used in this rating was the Global
Oilfield Services Rating Methodology published in December 2009.

SESI, L.L.C. is a wholly-owned subsidiary of Superior Energy
Services, Inc., which is a publicly traded diversified oilfield
services company headquartered in Houston, Texas.


SHASTA ENTERPRISES: Enters Ch. 11 with $21-Mil. in Debt
-------------------------------------------------------
Shasta Enterprises, doing business as Silverado Knolls and Villa
Vidal Vineyards, sought bankruptcy protection (Bankr. E.D. Cal.
Case No. 14-30833) in Sacramento, California, on Oct. 31, 2014,
disclosing assets of $33 million against debt of $21 million.

In its schedules, the Debtor reported:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $32,260,577
  B. Personal Property            $1,160,564
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,098,743
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $175,452
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,218,006
                                 -----------      -----------
        TOTAL                    $33,420,141      $21,492,201

The Debtor is a property developer with most of its real property
located in Redding, California.  Antonio Rodriguez owns 99 percent
of the partnership interest while Lorraine Rodriguez owns the
remaining 1 percent.

In its statement of financial affairs, the Debtor disclosed
business income during the past three years:

         Period                Business Income
         ------                ---------------
         2014 YTD                $1,122,734
          2013                   $1,830,247
          2012                   $1,338,055

The bankruptcy case is assigned to Judge Michael S. McManus.
According to the docket, a status conference is to be held Dec. 9,
2014.  Creditors that are governmental entities have until April
29, 2015 to file claims.

David M. Brady, Esq., of the Law Office of Cowan & Brady, at
Redding, California, serves as counsel to the Debtor.  For its
legal services, the firm has agreed to accept $30,000.  Mr. Brady
will represent the Debtor in the Chapter 11 effort and have agreed
to provide additional service, including negotiations with secured
creditors to reduce to market value; exemption planning;
preparation and filing of reaffirmation agreements and
applications as needed.


SINCLAIR BROADCAST: Bank Debt Due April 2020 Trades at 3% Off
-------------------------------------------------------------
Participations in a syndicated loan under which Sinclair Broadcast
Group, Inc. is a borrower traded in the secondary market at 97.55
cents-on-the-dollar during the week ended Friday, Nov. 7, 2014,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.55 percentage points from the previous week, The Journal
relates.  Sinclair Broadcast pays 225 basis points above LIBOR to
borrow under the facility.  The bank loan matures on April 1,
2020, and carries Moody's Ba1 rating and Standard & Poor's BB+
rating.  The loan is one of the biggest gainers and losers among
205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


SOUND SHORE: Parties Balk at Confirmation of Liquidation Plan
-------------------------------------------------------------
First Financial Corporate Leasing, LLC and 3M Company filed
objections to confirmation of Sound Shore Medical Center of
Westchester, et al.'s First Amended Plan of Liquidation dated
Sept. 17, 2014.

3M Company is asking the Court to require the Debtor to
immediately pay 3M's second administrative claim before the
confirmation of the First Amended Plan.

According to 3M, the effective date of the sale closing is Nov. 6,
2013.  3M has not received any further payment for the Debtors. 3M
is owed administrative expenses in the amount of approximately
$379,110 plus potentially substantial copyright infringement
claim.  The Debtors have also failed to reimburse 3M for continued
use of its software pursuant to the software agreement since
payment of the first administrative claim in May 2014.

First Financial Corporate Leasing, LLC, et al., stated, among
other things:

   1. The Debtors failed to provide adequate procedures.  The
personal property was leased to the Debtors under leases that will
be rejected upon the confirmation of the plan, which property is
in possession of the buyers -- Montefiore New Rochelle Hospital,
formerly known as Monetfiore SS Operations, Inc., et al.

   2. The Debtors failed to address how the Debtors will arrange
for the inspection and return of First financial equipment, which
is in the possession of the buyers.

First Financial is represented by:

         Eric S. Goldstein, Esq.
         Latonia C. Williams, Esq.
         SHIPMAN @ GOODWIN LLP
         One Construction Plaza
         Hartford, CT 06103-1919
         Tel: (860) 251-5000
         Fax: (860) 251-5218

                About Sound Shore Medical Center

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors were the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C.
as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as
financial advisors; and GCG Inc., as claims agent.

Alston & Bird LLP represents the Official Committee of Unsecured
Creditors.  Deloitte Financial Advisory Services LLP serves as the
Committee's as financial advisor.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.

Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the
patient care ombudsman for Sound Shore.

The Debtors filed for bankruptcy to sell their assets, including
their hospital and nursing home operations, to the Montefiore
health system.  On Aug. 8, 2013, the Bankruptcy Court entered an
order, as affirmed and ratified by a Supplemental Sale Order
entered on Oct. 15, 2013, approving the sale to Montefiore New
Rochelle Hospital, Inc., Schaffer Extended Care Center, Inc.,
Montefiore Mount Vernon Hospital, Inc. and certain related
affiliates.

In June 2013, Montefiore added $4.75 million to its purchase offer
to speed up the sale.  Montefiore raised its bid to $58.75 million
plus furniture and equipment as part of a request for a private
sale of the hospitals.

On Nov. 6, 2013 at 12:01 a.m., the closing of the Sale occurred
and the sale became effective.

Montefiore is represented by Togut, Segal & Segal LLP.



SOURCE HOME: Has Until Jan. 19 to Assume or Reject Unexpired Lease
------------------------------------------------------------------
The U.S Bankruptcy Court extended until Jan. 19, 2015, the
deadline for Source Home Entertainment, LLC, et al., to assume or
reject unexpired leases of non-residential real property.

The Court also ordered that the period by which the Debtors must
assume or reject that certain real estate lease dated as of
April 18, 2007 between Source Interlink Distribution, LLC formerly
known as Chas Levy Circulating Company, LLC and MLRP Sergo, LLC,
is extended until Oct. 31, 2014.

In the event the Debtors have found an assignee of that certain
real estate lease, dated as of March 15, 2000 between Source
interlink, LLC and High Properties by Nov. 30, 2014, the debtors
will file a motion with the Court by Nov. 30, 2014, to reject the
Lancaster Lease nunc pro tunc to Nov. 30, 2014, unless otherwise
agreed to by the Debtors and the Official Committee of Unsecured
Creditors.

                 About Source Home Entertainment
                       and Source Interlink

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

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

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

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

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


SOURCE HOME: Stipulation on Challenge Deadline Extension Approved
-----------------------------------------------------------------
The U.S. Bankruptcy Court approved a stipulation further extending
certain deadlines established in relation to Source Home
Entertainment, LLC, et al.'s postpetition use of cash collateral.

The stipulation was entered among the Debtors; Cortland Capital
Market Services LLC, administrative agent and collateral agent for
the term loan lenders; and the Official Committee of Unsecured
Creditors.

Pursuant to the stipulation, the final cash collateral order is
amended by replacing the Oct. 30, 2014 deadline for the Committee
to seek standing with Nov. 10.

                 About Source Home Entertainment
                       and Source Interlink

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

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

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

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

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


STAR DYMANICS: Employee Committee Wants Case Dismissed
------------------------------------------------------
The Ad Hoc Committee of Employees responded to the Bankruptcy
Court's order to show cause for conversion or dismissal of the
Chapter 11 case of STAR Dynamics Corporation.

As it indicated in its objection to the Debtor's sale motion, the
Employee Committee has serious concerns that the proposed sale to
Mwagusi, LLC of almost all of the Debtor's assets for a no-cash
insider credit bid will leave the Debtor's estate administratively
insolvent and any approval of that sale should be conditioned on
the administrative claims of the members of the Employee Committee
being satisfied immediately in full.

The Debtor also responded to the Court order, stating that the
Court raised concerns with respect to, inter alia, the Debtor's
furloughed business operations, lack of funding, and increasing
administrative costs, and set a hearing to consider whether
dismissal or conversion of this case to chapter 7 is in the best
interest of the estate and creditors.

The Debtor believes that neither dismissal nor conversion is an
appropriate remedy.  The best interests of the creditors, the
estate, and the Debtor can only be properly evaluated upon a
resolution of the adversary proceeding initiated by the Debtor
against BAE Systems Technology Solutions & Services, Inc., Adv.
No. 14-2061 relative to BAE's asserted property interests in three
of the Debtor's instrumentation radars, proposed radar designs,
and related intellectual property.

Daniel M. McDermott, U.S. Trustee for Region 9, in response to the
Court's order, said that it concurs with the Court's reasoning to
the likelihood that a conversion to chapter 7 would not benefit
the estate and creditors.

The Committee is represented by:

         David A. Beck, Esq.
         Suzanne S. Whisler, Esq.
         CARPENTER LIPPS & LELAND LLP
         280 Plaza, Suite 1300
         280 North High Street
         Columbus, OH 43215
         Tel: (614) 365-4100
         Fax: (614) 365-9145
         E-mail: beck@carpenterlipps.com

                        About STAR Dynamics

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

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

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

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

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


STAR DYMANICS: Says Sale Won't Include All Assets
-------------------------------------------------
STAR Dynamics Corporation, in support of its motion for
authorization to sell substantially all of its assets, replied to
the objection of the Ad Hoc Committee of Employees.

According to the Debtor, the essence of the Committee's objection
is that the proposed sale will purportedly render the Debtor's
estate administratively insolvent and the Debtor will be unable to
pay employees for their postpetition services.

The Debtor related that the sale motion does not purport to sell
all of the assets of the Debtor.  The proposed sale does not
include any remaining accounts receivable, which the Debtor
continues to collect.  In fact, the Debtor, with the consent of
Thomas Becnel who has a first and best lien on the Debtor's
accounts receivable, has used a substantial portion of the
accounts receivable it has collected since the filing of the sale
motion in order to substantially reduce the outstanding payroll
and pay a majority of the balance of outstanding employee expense
reimbursement.

In a separate filing, the Debtor requested that the Court overrule
the objection filed by General Dynamics C4 Systems Inc. because
although the proposed buyer, Mwagusi, LLC, is an insider of Thomas
R. Becnel, that fact alone does not establish a lack of good faith
or other grounds to deny the sale motion.

As reported by the Troubled Company Reporter on Sept. 12, 2014,
the Debtor sought to sell its assets to Mwagusi, LLC, for the
total purchase price of $5 million, subject to higher and better
bids.

Electro Rent Corporation objected to the motion, and asked that
the Court condition the approval of the sale motion on the
exclusion of ERC's electronic and test equipment it provided to
the Debtor and the provision of adequate protection of ERC's
interest on the equipment.

On Sept. 17, 2014, Electro Rent withdrew its limited objection to
the sale motion.

The Debtor is represented by:

         Thomas R. Allen, Esq.
         Richard K. Stovall, Esq.
         Daniel J. Hunter, Esq.
         Erin L. Pfefferle, Esq.
         ALLEN KUEHNLE STOVALL & NEUMAN LLP
         17 South High Street, Suite 1220
         Columbus, OH 43215
         Tel: (614) 221-8500
         Fax: (614) 221-5988
         E-mails: allen@aksnlaw.com
                  stovall@aksnlaw.com
                  hunter@aksnlaw.com
                  pfefferle@aksnlaw.com

                        About STAR Dynamics

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

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

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

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

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


STELLAR BIOTECHNOLOGIES: CTO to Resign Effective Dec. 10
--------------------------------------------------------
Stellar Biotechnologies, Inc., announced the resignation of chief
technology officer Herbert Chow, Ph.D., who will be leaving the
company on Dec. 10, 2014, for personal reasons.  Dr. Chow's
responsibilities will be reassigned based on a mutually agreed
transitional plan.

"We are grateful for the contributions and commitment Dr. Chow
provided to Stellar over his years of service with the company,"
said, Frank Oakes, president and chief executive officer of
Stellar Biotechnologies.  "Herb was instrumental in exploring new
pathways and supporting our core business of KLH technology
expansion.  He has been an outstanding leader both at the company
and in the community, we wish him the very best in his new
endeavors."

                           About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

Stellar Biotechnologies incurred a loss and comprehensive loss of
$14.88 million on $545.46 million of revenues for the year ended
Aug. 31, 2013, as compared with a loss and comprehensive loss of
$5.19 million on $286.05 million of revenues for the year ended
Aug. 31, 2012.

The Company's balance sheet at May 31, 2014, showed $15.50 million
in total assets, $4.35 million in total liabilities and
$11.15 million in total shareholders' equity.


STOCKTON, CA: Moody's Raise Rating on 2006 Revenue Bonds to Ba3
---------------------------------------------------------------
Moody's Investors Service has upgraded to Ba3 from Caa3 the City
of Stockton's (CA) series 2006 lease revenue bonds and affirmed
the city's 2007 pension obligation at Ca. Moody's have removed the
developing outlook from the Series 2006 bonds and Moody's have
removed the negative outlook from the Series 2007 bonds.

Ratings Rationale

Moody's rating actions on the city's 2006 lease revenue bonds and
2007 pension obligation bonds reflect the proposed treatment of
these bonds' creditors as outlined in the city's plan of
adjustment, which the bankruptcy court confirmed on October 30.
Under Chapter 9 of the bankruptcy code, a municipality must issue
and have confirmed a plan of adjustment before it can emerge from
bankruptcy. Absent an appeal, the confirmation locks into place
Stockton's proposed treatment of its various creditors. Even in
the event of an appeal, which is highly unlikely from the holders
of these two series of bonds since they had previously agreed to
these terms with the city, the proposed treatment of these bonds
is unlikely to change.

For the series 2007 pension obligation bonds, the plan imposes
significant losses to Assured Guaranty Municipal Corp ("Assured",
A2 stable), the bond insurer. Moody's now estimates these losses
to be approximately 59% of principal from the date the city first
defaulted on the series 2007 bonds. Investor recovery of at least
41% of principal is consistent with the Ca-rating recovery range
of between 35%-65% of principal. Under the plan, Assured will
receive annual payments from the city from various sources. The
city has deemed these payments "non-contingent." Assured may
receive additional, "contingent" payments tied to the performance
of the city's future revenues, which would increase bondholder
recovery. Moody's analysis only considers these "non-contingent"
payments, although Assured could receive a higher recovery if the
city exceeds certain performance benchmarks.

For the Series 2006 lease-revenue bonds, the bankruptcy did not
have an impact either on investor debt service payments or
principal repayment. The plan of adjustment treats this Obligation
as unimpaired. Therefore, the Ba3 rating reflects Moody's forward-
looking evaluation of the city's credit fundamentals, tax base,
financial position and debt, including the lease-revenue pledge
versus California's general obligation pledge, and the city's
recent bankruptcy. The city's actions taken in connection with its
bankruptcy filing to impair a significant portion of its debt
raises the risk that it would consider impairing the Series 2006
debt in the event of a subsequent bankruptcy filing.

The debt service reductions and other actions to reduce
expenditures, including the elimination of retiree medical
benefits, have had and will continue to have a positive effect on
the city's budget. The city has posted budget surpluses since
2011, despite declaring bankruptcy in 2012, and projects surpluses
at least through 2015. Fund balances and cash are also growing.
The city's economy is improving, with key revenues increasing as a
result of asset appreciation and increases in underlying economic
activity. The city's pre-bankruptcy debt levels were high. The
vast majority of the debt consists of lease-revenue or pension-
obligation debt, which, before the bankruptcy, were unconditional
promises of the city. Going forward, the majority of the city's
debt that has not been discharged by the bankruptcy plan will paid
from dedicated sources; if those sources are insufficient to repay
the new obligations, the city will not be obligated to repay those
obligations.

The Ba3 rating for the city's 2006 lease-revenue debt reflects a
significantly weaker assessment than under a general obligation
pledge. Under California law, a city's GO pledge is an unlimited
ad valorem pledge of the city's tax base. The city must raise
property taxes by whatever amount necessary to repay the
obligation, irrespective of its underlying financial position. A
lease pledge is a contractual obligation, on parity with a city's
other unsecured obligations, backed by the city's available
financial resources. The difference between a GO and lease-revenue
pledge also reflects the additional risk to investors from the
city's financial, operational and economic condition over the more
secure GO pledge A California municipality's lease revenue pledge
is relatively less secure than Moody's prior estimates, both in
terms of probability of default and likely losses in the event of
default.

Key Credit Strengths

-- Large tax base that has begun to recover from the Great
    Recession

-- Regionally important metropolitan and economic center

-- Greatly improved operating flexibility from new sales tax

Key Credit Challenges

-- Still narrow financial reserves, which are vulnerable to
    downturn in key revenues

-- Despite the city's aggressive debt restructuring, fixed costs
    still are high

-- The city's economic recovery is lagging compared to the rest
    of the state, reflected in still high unemployment levels

What Could Make The Rating Go UP

-- Trend of operating surpluses and increasing reserve levels

-- Continuing improvements in the local economy, including a
    significant increase in key socio-economic indicators

-- Further increases in the city's tax base

What Could Make The Rating Go DOWN

-- Return to recession of the local economy, resulting in
    declines in key revenue sources

-- A trend of operating deficits and further narrowing of
    reserve levels

-- Declines in key socio-economic indicators

The principal methodology used in this rating was US Local
Government General Obligation Debt published in January 2014. The
additional methodology used in this rating was The Fundamentals of
Credit Analysis for Lease-Backed Municipal Obligations published
in December 2011.


SUN BANCORP: Terminates Offerings Under Purchase Plans
------------------------------------------------------
Sun Bancorp, Inc., filed post-effective amendments in order to
deregister certain shares of its common stock, par value $5.00 per
share, that were previously registered by the Company pursuant to
these Registration Statements on Form S-8 filed with the U.S.
Securities and Exchange Commission:

   * Registration Statement No. 333-32681, filed with the SEC on
     Aug. 1, 1997, relating to the registration of 16,000 shares
     of the Common Stock of the Company issuable under the Sun
     Bancorp, Inc. Employee Stock Purchase Plan and 3,450 shares
     of the Common Stock of the Company issuable under the Sun
     Bancorp, Inc. Directors Stock Purchase Plan.
   * Registration Statement No. 333-161288, filed with the SEC on
     Aug. 12, 2009, relating to the registration of 10,000
     additional shares of Common Stock of the Company issuable
     under the Sun Bancorp, Inc. Directors Stock Purchase Plan, as
     amended and restated.

   * Registration Statement No. 333-189669, filed with the SEC on
     June 28, 2013, relating to the registration of 40,000
     additional shares of Common Stock of the Company issuable
     under the Sun Bancorp, Inc. Directors Stock Purchase Plan, as
     amended and restated.

The Board of Directors of the Company terminated the Sun Bancorp,
Inc. Directors Stock Purchase Plan and the Sun Bancorp, Inc.
Employee Stock Purchase Plan, effective as of Nov. 1, 2014.  In
connection with the termination of those plans, the Company has
terminated the offering of its Common Stock, including any Common
Stock underlying options, that was registered under the
Registration Statements.

                          About Sun Bancorp

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

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

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

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


SUNVALLEY SOLAR: Robert Dyskant Named to Board of Directors
-----------------------------------------------------------
Robert Dyskant was appointed as a director of Sunvalley Solar,
Inc., effective Oct. 10, 2014, to serve until the next annual
meeting of shareholders and until his successor is elected and
qualifies.  All directors of the Company hold office for one year
terms until the election and qualification of their successors.

According to a regulatory filing with the U.S. Securities and
Exchange Commission, Mr. Dyskant was appointed as a director by
the other two directors of the Company, Zhijian (James) Zhang and
Hangbo (Henry) Yu, who believe Mr. Dyskant will be a valuable
addition to the Board of Directors.  Mr. Dykskant is believed to
be an independent director of the Company since he is not an
officer, director or shareholder of the Company, and the Company
has no material relationship with Mr. Dyskant.  Mr. Dyskant has
not engaged in any "related party" transactions with the Company
as those transactions are described in Item 404(a) of Regulation
S-K, and none are proposed or contemplated at the present time.

Mr. Dyskant, age 89, retired from the Dyskant Company, a company
in which he was the chief executive officer and owner for over 20
years.  The Dyskant Company was involved in the import, export and
wholesale business.  Prior to establishing the Dyskant Company,
Mr. Dyskant served as a senior sales manager in a precious jewelry
business for over 10 years.

Mr. Dyskant is not expected to be named to any committee of the
Board of Directors, since the Board of Directors presently has no
committees.

There are no family relationships between Mr. Dyskant, the other
directors of the Company, or the Company's principal shareholders.

The Company will compensate its independent director no more than
$300 for each Board of Directors meeting which he attends.

                    Share Repurchase Transactions

The Board of Directors of Sunvalley Solar approved conditional
common stock repurchases from certain officers, directors or
employees of the Company at $8.00 per common share:

   Name              No. of Shares           Cash Repurchase Price
   ----              -------------           ---------------------
Zhijian Zhang           46,200                    $369,600
Hangbo Yu               41,200                    $329,600
Waiman Mandy Chung       6,250                     $50,000
Shirley Liao             5,000                     $40,000
Anyork Lee               1,900                     $15,200
Thomas L Louie           1,250                     $10,000
Dan Shi                  2,556                     $20,448

The Company's repurchase of the shares is conditioned upon the
following events: (a) the completion of an acquisition of, or
merger with, another company that is approved by the Company's
Board of Directors; and (b) the completion by the Company of at
least $900,000 in funding on terms which will have been approved
by the Company's Board of Directors.

The Company has or will enter into a Stock Purchase Agreement with
each selling shareholder.

Payments for these shares will be made within two months after the
Future Business Transaction is completed and the funding has been
received in the Company's bank account, provided that the Future
Business Transaction and the funding is received by the Company on
or before Sept. 1, 2015.

If the Future Business Transaction is not completed and the
transaction funding is not in the Company's account on or before
Sept. 1, 2015, the stock buy back may be terminated by Board of
Directors, in its sole discretion, and the common stock shares
will not be purchased from the employees.

The stock repurchase transactions are at a per share price which
is substantially higher than the existing market price for the
Company's shares of common stock.  The transactions are intended
to provide an incentive to the Company's executives and key
employees for their loyalty and long term employment.

Effective Oct. 10, 2014, the Board of Directors approved the
issuance of 50,000 shares of Class A Convertible Preferred Stock
to Zhijian Zhang at the price of $0.02 per share cash for total
consideration of $1,000.  No underwriting discounts or commissions
were paid.  The shares were issued to Mr. Zhang on October 10th,
2014.

Shares of Class A Convertible Preferred Stock are convertible into
shares of the Company's Common Stock on a 1 for 1 share basis.

                        About Sunvalley Solar

Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company.  Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.

Sunvalley Solar reported net income of $764,375 in 2013, a net
loss of $1.76 million in 2012, and a net loss of $398,866 in 2011.

The Company's balance sheet at June 30, 2014, showed $7.46 million
in total assets, $6.07 million in total liabilities, and $1.39
million of stockholders' equity.

Sadler, Gibb & Associates, LLC, in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has an accumulated deficit of
$2,361,317, which raises substantial doubt about its ability to
continue as a going concern.


TENET HEALTHCARE: Posts $9 Million Net Income in Third Quarter
--------------------------------------------------------------
Tenet Healthcare Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to the Company's common shareholders of $9
million on $4.17 billion of net operating revenues for the three
months ended Sept. 30, 2014, compared to net income attributable
to the Company's common shareholders of $28 million on $2.40
billion of net operating revenues for the same period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss attributable to the Company's common shareholders of $49
million on $12.14 billion of net operating revenues compared to a
net loss attributable to the Company's common shareholders of $110
million on $7.21 billion of net operating revenues for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2014, showed $17.31
billion in total assets, $16.05 billion in total liabilities, $396
million in redeemable noncontrolling interests in equity of
consolidated subsidiaries, and $866 million in total equity.

"We achieved another quarter of strong performance across every
dimension of our business," said Trevor Fetter, president and
chief executive officer.  "The growth strategies we have developed
and the investments we have made drove record volume increases in
inpatient admissions, commercial admissions, outpatient visits,
surgeries, and emergency department visits.  From a geographic
standpoint, we delivered increases in adjusted admissions in every
one of the 14 states in which we operate acute care hospitals.  We
exerted strong expense management to convert this robust volume
growth into an EBITDA performance that exceeded our Outlook."

Mr. Fetter continued, "We drove an accelerating contribution in
the third quarter from healthcare reform, with sequentially higher
declines in uncompensated care and increases in Medicaid volume.
Importantly, more than 60 percent of our volume growth in the
quarter was unrelated to reform, highlighting the impact of our
growth strategies including our faster growing, higher margin,
capital light businesses.  Finally, we continue to be pleased with
the progress of the Vanguard integration, which is exceeding our
expectations."

Cash and cash equivalents were $200 million at Sept. 30, 2014,
compared to $406 million at June 30, 2014.

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

                        http://is.gd/7coEVU

                           About Tenet

Tenet Healthcare Corporation is a national, diversified healthcare
services company with more than 105,000 employees united around a
common mission: to help people live happier, healthier lives.  The
company operates 80 hospitals, more than 190 outpatient centers,
six health plans and Conifer Health Solutions, a leading provider
of healthcare business process services in the areas of revenue
cycle management, value-based care and patient communications.
For more information, please visit www.tenethealth.com.

Tenet reported a net loss of $104 million in 2013 following net
income of $133 million in 2012.

                             *    *    *

Tenet carries a 'B' IDR from Fitch Ratings, B corporate credit
rating from Standard & Poor's Ratings Services and B1 Corporate
Family Rating from Moody's Investors Service.


TEXOMA PEANUT: Files for Chapter 11 With Plans to Sell
------------------------------------------------------
Texoma Peanut Company and two subsidiaries sought bankruptcy
protection with plans to sell all of their core business assets in
December and, thereafter, file a joint plan of reorganization.

Alan Ortloff, president of TPC, said in a court filing that TPC
commenced the Chapter 11 cases after gross profit decreased 136
percent from $12.2 million in fiscal 2012 to $4.42 million in
fiscal 2013.

Mr. Ortloff explained, "The large fiscal year 2013 loss was driven
almost entirely by losses associated with operating the Debtors'
Mississippi buying point locations.  For the previous two years
the Debtors had been working with a small number of farmers in the
northeastern area of Arkansas in anticipation of a full peanut
buying and storage facility for the 2012 crop (FYE 2013).  The
Debtors were also looking into the commercial growing of peanuts
in the Mississippi area as well.  The Debtors were looking into
building a buying point in Mississippi in order to enter that
market and to maximize the volume of tonnage processed in the
Madill Plant.  Upon the recommendation of one of their Arkansas
farmers, the Debtors employed an area manager for their
Mississippi operations who the Debtors later found had grossly
misrepresented his qualification and experience.  The area manager
committed the Debtors to purchase the peanut production from more
than twice the amount of acres that he had been authorized to
purchase, at prices well in excess of prevailing market rates.
The purchase of excess tonnage resulted in the Debtors building
two buying points, rather than the one they had originally
planned.  The Madill Plant was not capable of processing the
excess, unauthorized tonnage of farmers stock purchased.  Over-
purchasing farmers stock at in excess of market price resulted in
an overpayment of $100 per ton for the Mississippi farmers stock,
at a nearly $4.7 million loss.  The now-terminated area manager's
failure to supervise and manage the Debtors' operations in
accordance with industry standards caused the Debtors to incur
nearly $500,000 of excess processing costs associated with the
Mississippi farmers stock, and "shrinkage" (unaccounted-for or
missing inventory) at the Mississippi buying points of nearly $6
million in value (over six-times the average historical shrinkage
rate at the Debtors' existing buying points).  The 2013 loss
caused the Debtors to default on their commercial loan obligations
with Wells Fargo Bank, N.A., and Great Western Bank."

The Debtors have determined that an orderly liquidation of their
assets, on a going-concern basis, will maximize the return to
holders of secured and unsecured claims, and the equity security
holders.

Wells Fargo Bank, already owed $34.5 million for loans provided
prepetition, is providing financing for the Chapter 11 effort.
The financing agreement with Wells Fargo requires the Debtors to
conduct a comprehensive marketing and sale process of their assets
and businesses.  As a condition for the DIP facility, the Debtors
are required to abide by these sale milestones and requirements:

    a. Sales Agent.  The Debtors will obtain entry of an
employment order that provides for the engagement of the services
of a sales agent with the duty to sell all or substantially all of
the assets of the Debtors f.

    b. Confidentiality Agreements.  On or prior to Nov. 12, 2014,
the Debtors will have received, and shall deliver to the Lender
executed confidentiality agreements with potential buyers.

    c. Data Room.  On or prior to Nov. 12, 2014, the Debtors will
have opened and populated a virtual data room with documents and
other information necessary for purchasers to conduct due
diligence for a potential sale transaction.

    d. Draft Confidential Information Memorandum.  On or prior to
Nov. 12, 2014, the Debtors (or Sales Agent on behalf of the
Debtors) will deliver a draft of the confidential information
memorandum ("CIM") with respect to the sale transaction to the
Lender.

    e. Final Confidential Information Memorandum.  On or prior to
Nov. 14, 2014, the Debtors (or Sales Agent on behalf of the
Debtors) will (i) distribute the CIM with respect to the Sale
Transaction to the Interested Parties and (ii) deliver a copy of
the final CIM to the Lender.

    f. Order Approving Sale and Bid Procedures.  On or prior to
Nov. 24, 2014, the Debtors will have obtained the entry of an
order by the Court approving the bid procedures and scheduling an
auction date and final sale hearing.

   g. Auction.  On or prior to Dec. 15, 2014, the Sales Agent will
conduct an auction of substantially all of the Debtors' assets.
In conducting the auction, the Debtors will first take lot bids
for those assets subject to lot bids which will be shared with the
Lender in a manner acceptable to the Lender.  After taking such
lot bids, the Debtors shall then take bulk bids which shall be
shared with the Lender.

   h. Order Approving Sale.  On or prior to Dec. 17, 2014, the
Debtor shall have obtained entry of an order by the Court
approving the sale transaction.

   i. Sale Consummation.  On or prior to Dec. 31, 2014, the
Debtors and the buyer will have closed and consummated the sale
transaction and distributed the proceeds.


TEXOMA PEANUT: Hearing on "First Day" Motions Today
---------------------------------------------------
Texoma Peanut Company and two subsidiaries sought bankruptcy
protection with plans to sell all of their core business assets in
December and, thereafter, file a joint plan of reorganization.  On
the petition date, they filed, among other things:

   -- an expedited motion to jointly administer their Chapter 11
      cases;

   -- an expedited motion for continuation of utility services;

   -- a motion to pay prepetition employee obligations;

   -- a motion to pay the prepetition claims of critical vendors;
      and

   -- a motion to use cash collateral.

The hearing on the first day motions is slated for Nov. 10, 2014,
at 10:00 a.m. Courtroom 215, U.S. Post Office & Courthouse, 4th &
Grand Okmulgee, Oklahoma.

A copy of the declaration in support of the first day motions is
available for free at:

      http://bankrupt.com/misc/Texoma_1st_Day_Affidavit.pdf

                        About Texoma Peanut

Texoma Peanut Company was incorporated by Clint Williams in 1961
as a Southern Oklahoma bulk peanut drying, handling and storage
operation, buying and storing peanuts for shellers.  In 1968, The
Clint Williams Company was established as a sheller and processor
of peanuts for both seed and edible markets.  Although The Clint
Williams Company was later merged into TPC, the company continues
to do its processed peanut business under the "Clint Williams
Company" name which is the name known best in the domestic and
international peanut industry.  TPC constructed a state-of-the-art
custom processing facility that went online in 1993.  TPC
processes roughly 100,000 tons or more of "farmers' stock" peanuts
annually, resulting in annual sales of $100 million.  TPC and its
subsidiaries own 15 buying points and storage facilities -- 4 in
Oklahoma, 9 in Texas, and 2 in Mississippi.  TPC owns 99% of Clint
Williams Company-Western Division LLC and 100%of Clint-Co Peanut
Company.

TPC and two subsidiaries sought Chapter 11 bankruptcy protection
(Bankr. E.D. Okla. Lead Case No. 14-81334) in Okmulgee, Oklahoma,
on Nov. 6, 2014.  The cases are assigned to Judge Tom R. Cornish.
The judge has granted joint administration of the Chapter 11
cases.

According to the docket, the Debtors' Chapter 11 plan and
disclosure statement are due March 6, 2015.  Creditors who are
governmental entities have until May 9, 2015, to file claims.

The Debtors have tapped Crowe & Dunlevy, as counsel and Dixon
Hughes Goodman as bankruptcy accountants.


TEXOMA PEANUT: Has $40.5-Mil. DIP Facility With Wells Fargo
-----------------------------------------------------------
Texoma Peanut Company and its debtor-subsidiaries seek approval
from the Bankruptcy Court to access postpetition financing from
Wells Fargo Bank, N.A., and use cash collateral.

Wells Fargo holds a claim against the Debtors, as of the Petition
Date, in an aggregate amount equal to at least $34.5 million of
unpaid principal and the outstanding amount of issued but undrawn
letters of credit, $417,000 of accrued and unpaid interest,
$669,000 of unreimbursed fees and expenses, plus any and all other
fees, costs, expenses, charges, and other obligations that have
accrued as of the Petition Date.  In addition, Wells Fargo
Equipment Finance, Inc. holds a claim against TPC, as of the
Petition Date, in an aggregate amount equal to at least $2.33
million of unpaid principal and $9,500 of unpaid interest, plus
any and all other fees, costs, expenses, charges.

The salient terms of the DIP Facility are:

    * Parties: Each of the Debtors will be a borrower under the
DIP Facility.  Wells Fargo will be Lender under the DIP Facility.
Alan L. Ortloff, Pamela Sue Ortloff, the 1997 Pamela Sue Ortloff
Trust, and the Pamela Sue Ortloff GST Exemption Residuary Trust
will guaranty all DIP obligations, without limitation.

    * Facility Amount: Not to exceed at any time the aggregate
principal amount of $40,500,000.  An amount not to exceed
$12,700,000 will be made available upon interim approval of the
DIP financing.

    * Termination Date: Earlier of the occurrence of an Event of
Default or Dec. 31, 2014.

    * Interest Rate: The lesser of (i) the greater of (x) the
Prime Rate (as defined in the DIP Agreement) plus 6.75% and (y)
10.0% or (ii) the Maximum Rate (as defined in the DIP Agreement).

    * Fees: A non-refundable commitment fee equal to $18,333.

    * Restrictions on Availability of DIP Financing Advances: (i)
the Budget, (ii) the maximum amount of borrowings as set forth in
the Financing Orders and the DIP Agreement, (iii) the meeting of
conditions precedent set forth in Sections 4.1 and 4.3 of the DIP
Agreement.

    * DIP Collateral and Security:  (i) Lender will be granted
first priority claims, priming liens and security interests in any
and all assets and properties of the Debtors and the Debtors'
bankruptcy estates, senior to all other liens and security
interests, subject only to Prior Liens (if any) and the Carve-Out.
The collateral does not include any causes of action.  (ii) Lender
will be granted superpriority administrative claims and all other
benefits and protections allowable under 11 U.S.C. Sec. 507(b) and
503(b)(1), senior in right to all other administrative claims
against the Debtors' estates, except for the Carve-Out.

    * Event of Default/Termination: As is customary for this type
of credit facility.

    * Purpose for and Duration of DIP Facility and Use of Cash
Collateral:  i. To maintain the Debtors' assets, sell or otherwise
liquidate their assets, provide financial information, and pay
employee compensation, payroll taxes, overhead, and other expenses
necessary to maximize the value of the Debtors' estates.  ii.
Lender's consent and Debtors' authority to use Cash Collateral and
Lender's commitment to provide credit under the DIP Agreement will
terminate on the earlier of: (a) notice of the occurrence of an
Event of Default or (b) Nov. 24, 2014, at 4:00 p.m. (Central
Time), at which time all of the Debtors' authority to use Cash
Collateral and to obtain credit under the DIP Agreement and the
Financing Orders will terminate, as will Lender's obligation to
continue funding the DIP Facility, unless extended by written
agreement of the parties hereto.

    * Adequate Protection Granted to Lender.  All cash collateral
in the cash collateral accounts will be transferred on a daily
basis to Wells Fargo to be applied against its prepetition claim.
Wells Fargo will also receive replacement liens and superpriority
claims.  As adequate protection, WFEFI will receive replacement
liens and superpriority claims.  All interest, fees, costs, and
expenses, including attorneys' fees and expenses, due at any time
to Wells Fargo and WFEFI will be paid by the Debtors.

    * Sale Process.  The Debtors will conduct a comprehensive
marketing and sale process of their assets and businesses.  Wells
Fargo and WFEFI may each credit bid, in each of their respective
sole and absolute discretion, any portion and up to the entire
amount of their respective claims.

A copy of the DIP Financing Agreement is available for free at:

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

Wells Fargo Bank can be reached at:

         WELLS FARGO BANK, N.A.
         100 W. Washington St., 25th Floor
         Phoenix, AZ 85003
         Attn: Becky Hill, Senior Vice President
         Phone: (602) 378-1801
         Fax: (866) 794-5896
         E-mail: hillbeca@wellsfargo.com

Wells Fargo Bank is represented by:

         William L. Wallander, Esq.
         VINSON & ELKINS LLP
         2001 Ross Ave., Suite 3700
         Dallas, TX 75201
         Phone: (214) 220-7905
         Fax: (214) 999-7905

                        About Texoma Peanut

Texoma Peanut Company was incorporated by Clint Williams in 1961
as a Southern Oklahoma bulk peanut drying, handling and storage
operation, buying and storing peanuts for shellers.  In 1968, The
Clint Williams Company was established as a sheller and processor
of peanuts for both seed and edible markets.  Although The Clint
Williams Company was later merged into TPC, the company continues
to do its processed peanut business under the "Clint Williams
Company" name which is the name known best in the domestic and
international peanut industry.  TPC constructed a state-of-the-art
custom processing facility that went online in 1993.  TPC
processes roughly 100,000 tons or more of "farmers' stock" peanuts
annually, resulting in annual sales of $100 million.  TPC and its
subsidiaries own 15 buying points and storage facilities -- 4 in
Oklahoma, 9 in Texas, and 2 in Mississippi.  TPC owns 99% of Clint
Williams Company-Western Division LLC and 100%of Clint-Co Peanut
Company.

TPC and two subsidiaries sought Chapter 11 bankruptcy protection
(Bankr. E.D. Okla. Lead Case No. 14-81334) in Okmulgee, Oklahoma,
on Nov. 6, 2014.  The cases are assigned to Judge Tom R. Cornish.
The judge has granted joint administration of the Chapter 11
cases.

According to the docket, the Debtors' Chapter 11 plan and
disclosure statement are due March 6, 2015.  Creditors who are
governmental entities have until May 9, 2015, to file claims.

The Debtors have tapped Crowe & Dunlevy, as counsel and Dixon
Hughes Goodman as bankruptcy accountants.


TEXOMA PEANUT: Proposes to Pay Critical Vendors
--------------------------------------------------
Texoma Peanut Company and its debtor-subsidiaries seek authority
from the Bankruptcy Court to pay prepetition claims of critical
trade creditors and service providers.  The Debtors have
identified suppliers and vendors that are critical and necessary
to the continued operation of Debtors' businesses based on the
goods and services supplied and the availability of other sources
of supply of similar cost and quality.  The Debtors estimate that
the maximum amount of prepetition trade claims to be paid pursuant
to this motion is approximately $3.1 million, which represents
only a small fraction of Debtors' estimated total liabilities as
of the Petition Date of $45 million.   Payments to the vendors
will be conditioned on their agreement to continue to supply goods
and/or services to debtors on customary trade terms.

                        About Texoma Peanut

Texoma Peanut Company was incorporated by Clint Williams in 1961
as a Southern Oklahoma bulk peanut drying, handling and storage
operation, buying and storing peanuts for shellers.  In 1968, The
Clint Williams Company was established as a sheller and processor
of peanuts for both seed and edible markets.  Although The Clint
Williams Company was later merged into TPC, the company continues
to do its processed peanut business under the "Clint Williams
Company" name which is the name known best in the domestic and
international peanut industry.  TPC constructed a state-of-the-art
custom processing facility that went online in 1993.  TPC
processes roughly 100,000 tons or more of "farmers' stock" peanuts
annually, resulting in annual sales of $100 million.  TPC and its
subsidiaries own 15 buying points and storage facilities -- 4 in
Oklahoma, 9 in Texas, and 2 in Mississippi.  TPC owns 99% of Clint
Williams Company-Western Division LLC and 100%of Clint-Co Peanut
Company.

TPC and two subsidiaries sought Chapter 11 bankruptcy protection
(Bankr. E.D. Okla. Lead Case No. 14-81334) in Okmulgee, Oklahoma,
on Nov. 6, 2014.  The cases are assigned to Judge Tom R. Cornish.
The judge has granted joint administration of the Chapter 11
cases.

According to the docket, the Debtors' Chapter 11 plan and
disclosure statement are due March 6, 2015.  Creditors who are
governmental entities have until May 9, 2015, to file claims.

The Debtors have tapped Crowe & Dunlevy, as counsel and Dixon
Hughes Goodman as bankruptcy accountants.


TEXOMA PEANUT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

    Debtor                                             Case No.
    ------                                             --------
    Texoma Peanut Company                              14-81334
      dba Vernon Peanut Company
      dba The Clint Williams Company
      dba Quail Peanut Company
      dba Texoma Peanut Inn
      dba West-OK Peanut Company
      dba Altus Peanut Company
      dba Clint Williams Company - MidSouth Division
      dba Clint Williams Company - Western Division
      dba Greenbelt Peanut Company
      dba Calvin Peanut Company
    P O Box 310
    Madill, OK 73446

    Clint-Co Peanut Company                            14-81335
    P O Box 310
    Madill, OK 73446

    Clint Williams Company - Western Division, LLC     14-81336
    P O Box 310
    Madill, OK 73446

Type of Business: Producer of fine quality raw Shelled, In-shell,
                  and Blanched peanuts.

Chapter 11 Petition Date: November 6, 2014

Court: United States Bankruptcy Court
       Eastern District of Oklahoma (Okmulgee)

Judge: Hon. Tom R. Cornish

Debtors' General           Mark A. Craige, Esq.
Bankruptcy and             CROWE & DUNLEVY
Litigation Counsel:        500 Kennedy Building
                           321 S. Boston Avenue
                           Tulsa, OK 74103
                           Tel: 918-592-9878
                           Fax: 918-599-6318
                           Email: mark.craige@crowedunlevy.com

                             - and -

                           William H. Hoch, III, Esq.
                           CROWE & DUNLEVY
                           Braniff Building
                           324 North Robinson Avenue, Suite 100
                           Oklahoma City, OK 73102
                           Tel: (405) 239-6692
                           Fax: (405) 272-5240
                           Email: hochw@crowedunlevy.com

                            - and -

                           Michael R. Pacewicz, Esq.
                           CROWE & DUNLEVY
                           321 S. Boston Ste 500
                           Tulsa, OK 74103
                           Tel: 918-592-9847
                           Fax: 918-599-6309
                           Email: pacewicm@crowedunlevy.com

Debtors' Accountants:      DIXON HUGHES GOODMAN

                                   Estimated     Estimated
                                    Assets      Liabilities
                                  -----------   -----------
Texoma Peanut Company             $10MM-$50MM   $10MM-$50MM
Clint-Co Peanut Company           $100K-$500K   $10MM-$50MM
Clint Williams Company            $100K-$500K   $10MM-$50MM

The petitions were signed by Alan Ortloff, president.

A. List of Texoma Peanut Company's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Coahoma County, MS                   Trade Debt        $22,208

First United Bank                    Trade Debt        $37,366

Florida Foundation Seed              Trade Debt        $14,200
Producers, Inc.

Hapag-Llyod (America) Inc.-          Trade Debt        $13,250
Atlanta

Hofler Brokerage, Inc.               Trade Debt        $23,504

International Service Group, Inc.    Trade Debt        $47,451

JLA USA-POB72167 Albany              Trade Debt        $24,396

Leflore Co. Mississippi              Trade Debt        $23,925

Mazur & Hockman, Inc.                Trade Debt        $32,089

Mediterranean Shipping Co., Inc.     Trade Debt        $26,635

O'Connor & Company, Inc.             Trade Debt        $17,525

OG&E                                 Trade Debt       $101,749

Packaging Corporation of America     Trade Debt        $46,760

Red River Cold Storage               Trade Debt        $72,257

Southern Packaging, LP               Trade Debt        $73,939

Terrahaven                           Trade Debt        $20,000

Triple C Express, Inc.               Trade Debt        $16,179

Wells Fargo Bank - Credit            Trade Debt        $71,666
Resolution Group

Wells Fargo-Payment Remittance       Trade Debt        $26,948
Center

Whittemore & Co.                     Trade Debt        $82,942

B. List of Clint-Co Peanut's 17 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Amsco Steel Altus                    Trade Debt          $27

Bartlett's Ace Hardware-Wellington   Trade Debt          $97

Bawcom Supply Ltd                    Trade Debt          $42

Brewer's Auto Supply                 Trade Debt         $919

Caddel Auto Parts                    Trade Debt         $291

Consolidated Bearing                 Trade Debt         $101

CRA Payment Center-Lancaster         Trade Debt         $802

Fairbanks Scales, Inc.               Trade Debt       $3,285

Farm Plan-POB650215                  Trade Debt          $21

Goodson Auto Supply                  Trade Debt          $55

Grainger, Inc., W.W.-K.C. Mo         Trade Debt          $29

Helena Chemical                      Trade Debt         $719

Kelley Manufacturing Co.             Trade Debt          $78

Kelly Propane & Fuel LLC             Trade Debt          $50

Mangum Ace Home Center               Trade Debt          $45

Martin Building & Plumbing Inc.      Trade Debt          $34

Tractor Supply Credit Plan           Trade Debt         $131

C. List of Clint Williams's 17 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
AMSCO Steel Altus                     Trade Debt         $27

Bartlett's Ace Hardware               Trade Debt         $97

Bawcom Supply Ltd.                    Trade Debt         $42

Brewer's Auto Supply                  Trade Debt        $919

Caddel Auto Parts                     Trade Debt        $291

Consolidated Bearings                 Trade Debt        $101

CRA Payment Center-Lancaster          Trade debt        $802

Fairbanks Scales, Inc.                Trade Debt      $3,285

Farm Plan-POB650215                   Trade Debt         $21

Goodson Auto Supply                   Trade Debt         $55

Grainger, Inc., W.W.-K.C.             Trade Debt         $29

Helena Chemical Co.                   Trade Debt        $719

Kelley Manufacturing Co.              Trade Debt         $78

Kelley Propane & Fuel LLC             Trade Debt         $50

Mangum Ace Home Center                Trade Debt         $45

Martin Building & Plumbing Inc.       Trade Debt         $34

Tractor Supply Credit Plan            Trade Debt        $131


THERAPEUTICSMD INC: Files Form 10-Q, Reports $17.8MM Q3 Net Loss
----------------------------------------------------------------
TherapeuticsMD, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $17.83 million on $4.18 million of net revenues for the three
months ended Sept. 30, 2014, compared to a net loss of $7.67
million on $2.29 million of net revenues for the same period in
2013.

The Company also reported a net loss of $37.91 million on $10.76
million of net revenues for the nine months ended Sept. 30, 2014,
compared to a net loss of $20.04 million on $5.91 million of net
revenues for the same period last year.

As of Sept. 30, 2014, the Company had $74.60 million in total
assets, $11 million in total liabilities, all current, and $63.60
million in total stockholders' equity.



"We believe that our existing cash and cash equivalents will allow
us to fund our operations through at least the next 12 months.  If
our available cash and cash equivalents are insufficient to
satisfy our liquidity requirements, we may seek to sell additional
equity or debt securities or obtain a credit facility.  Debt
financing, if available, may involve agreements that include
covenants limiting or restricting our ability to take specific
actions, such as incurring additional debt, making capital
expenditures, or declaring dividends.  To the extent that we raise
additional capital through the sale of equity or convertible debt
securities, the ownership interest of our existing shareholders
will be diluted, and the terms of these new securities may include
liquidation or other preferences that adversely affect the rights
of our existing shareholders.  If we raise additional funds
through collaborations, strategic alliances, or licensing
arrangements with third parties, we may have to relinquish
valuable rights to our technologies, future revenue streams,
research programs, or proposed products.  Additionally, we may
have to grant licenses on terms that may not be favorable to us,"
the Company stated in the Report.

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

                        http://is.gd/wbI9we

                        About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

TherapeuticsMD reported a net loss of $28.41 million in 2013, a
net loss of $35.12 million in 2012, and a net loss of $12.9
million in 2011.


TIERPOINT LLC: Moody's Assigns B3 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service has assigned a first time B3 Corporate
Family Rating (CFR) and B3-PD Probability of Default Rating (PDR)
to TierPoint, LLC.  Moody's has also assigned B2 ratings to the
company's proposed $360 million senior secured 1st lien credit
facilities which consist of a $320 million term loan due 2021 and
a $40 million revolver due 2019 and a Caa2 rating to the proposed
$100 million senior secured 2nd lien term loan due 2022. The
proceeds from the new term loans will be used to refinance
existing debt at TierPoint and fund the acquisition of Xand
Holdings, LLC ("Xand"). The ratings are contingent upon Moody's
review of final documentation and no material change in the terms
and conditions of the debt as advised to Moody's. The outlook is
stable.

Assignments:

Issuer: TierPoint, LLC

  Corporate Family Rating, Assigned B3

  Probability of Default Rating, Assigned B3-PD

  US$320M Senior Secured 1st Lien Term Loan due 2021, Assigned
  B2, LGD3

  US$40M Senior Secured 1st Lien Revolver due 2019, Assigned B2,
  LGD3

  US$100M Senior Secured 2nd Lien Term Loan due 2022, Assigned
  Caa2, LGD6

Outlook Actions:

Issuer: TierPoint, LLC

  Outlook, Assigned Stable

Ratings Rationale

TierPoint's B3 CFR reflects its small scale, high leverage and
consistent negative free cash flow which results from its high
capital intensity. The rating also incorporates Moody's concerns
about the company's history of debt funded acquisitions. These
limiting factors are offset by TierPoint's stable base of
contracted recurring revenues and its position as a high quality
colocation provider in the high-growth sector and its exposure to
less competitive Tier II markets.

The acquisition of Xand will more than double TierPoint's revenues
and allow the company to compete more effectively in the small and
medium business (SMB) segment given the addition of Xand's managed
and cloud services product capabilities. The post-merger combined
company will have greater scale, a broader footprint and will be
less reliant upon colocation revenues.

The ratings for the debt instruments reflect both the probability
of default of TierPoint, to which Moody's assigns a PDR of B3-PD,
and individual loss given default assessments. The senior secured
1st lien credit facilities are rated B2 (LGD3), one notch higher
than the CFR given the support from the Caa2 (LGD6) rated senior
secured 2nd lien term loan.

Moody's expects TierPoint to have adequate liquidity over the next
twelve months supported by approximately $11 million of cash on
the balance sheet and an undrawn $40 million revolving credit
facility following the close of the transaction. Moody's expect
cash flows to remain negative in 2015 given the high capital
spending to meet growing colocation demand. The senior secured
credit facilities are expected to have a maximum total net
leverage test with approximately 30% cushion initially under the
new credit agreement.

The stable outlook reflects Moody's view that TierPoint will
continue to grow revenue in the low to mid double digit percentage
range while maintaining adequate liquidity.

Moody's could consider a rating upgrade if free cash flow
approaches 5% of debt and leverage were to trend towards 4x (both
on a Moody's adjusted basis). Downward rating pressure could
develop if liquidity becomes strained or Moody's adjusted leverage
increases above 7x.

Headquartered in St. Louis, MO, TierPoint, LLC is a provider of
data center, managed hosting and cloud services. Proforma for the
pending acquisition of Xand, the company operates 14 facilities in
10 markets.

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


TITAN ENERGY: To Restate Previously Filed Financial Reports
-----------------------------------------------------------
Titan Energy Worldwide, Inc., disclosed in an amended Form 8-K
filed with the U.S. Securities and Exchange Commission that
as a result of the ongoing audits and reviews of its financial
statements, which are not yet complete, the Company concluded that
the previously filed financial statements in the annual report for
2011, 2012 and 2013 and the quarterly reports for 2012, 2013 and
2014 should no longer be relied upon.

The Company said that while it became aware of some possible
adjustments over the last few weeks, the largest adjustment
related to the goodwill impairment and was not known until the
company completed its step 2 analysis on Oct. 22, 2014.  The step
2 analysis was determined to be necessary because the Company's
market capitalization at Dec. 31, 2011, was less than its book
value.

Specifically, the Company believes its 2011 other liabilities will
be reduced by approximately $280,000 due to the subsequent
settlement and satisfaction of a lawsuit.  The Company believes
there will be an adjustment to goodwill and other intangible
assets, reducing the carrying values reported in 2011 and in each
subsequent period, by approximately $1,415,000.  The Company
believes there will be a decrease in the gain on the change in
fair value of convertible instruments of approximately $250,000
and a corresponding increase in additional paid in capital, due to
changes in accounting for beneficial conversion features of
convertible debt.  The Company also believes there will be an
increase of about $100,000 in the 2011 interest expense the
Company reported on its Notes Payable.

                         About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.

Titan Energy reported net profit of $108,215 on $21.89 million of
net sales for the year ended Dec. 31, 2013, as compared with a net
loss of $1.65 million on $19.15 million of net sales during the
prior year.

The Company's balance sheet at March 31, 2014, showed $6.15
million in total assets, $10.30 million in total liabilities and a
$4.15 million total stockholders' deficit.

"The Company believes it can be profitable for the year 2014 as
some of the factors that created the loss were due to extreme
weather conditions and Management believes it has put into place
new processes and procedures that should mitigate the impact of
these types of conditions in the future.  In addition, the Company
is in the process of restructuring its balance sheet.  If
successful, this should allow the Company to gain access to
capital at a reduced rate.  However, the accumulated deficit and
the notes that are in default raise substantial doubt as to the
Company's ability to continue as a going concern," the Company
stated in the Form 10-Q for the period ended March 31, 2014.



TITAN INT'L: Moody's Lowers Corporate Family Rating to B2
---------------------------------------------------------
Moody's Investors Service downgraded the ratings of Titan
International, Inc., including its Corporate Family Rating ("CFR")
and Probability of Default Ratings to B2 and B2-PD from B1 and B1-
PD, respectively. Concurrently, the rating on the company's senior
secured notes due 2020 was downgraded to B2 from B1. The ratings
downgrade was driven by the expectation that credit metrics will
not improve meaningfully over the intermediate term due to lower
than anticipated demand for its mining tires and tires for larger
agricultural equipment. In addition, the company's speculative
grade liquidity ("SGL") rating was lowered to SGL-3 from SGL-2
reflecting the expectation that the company will maintain an
adequate near-term liquidity profile. The ratings outlook is
stable. This action concludes the review for downgrade that
commenced on October 21, 2014.

The following ratings were downgraded:

  Corporate Family Rating, to B2 from B1

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

  $400 million senior secured notes due 2020, to B2 (LGD-4) from
  B1 (LGD-3)

  Speculative Grade Liquidity Rating, to SGL-3 from SGL-2

Outlook, Stable

Ratings Rationale

Titan's B2 CFR reflects the company's high leverage, moderate
revenue scale versus competitors, highly cyclical nature of its
end-markets and integration costs related to its global geographic
expansion. Credit metrics have come under pressure due to lower
demand in its primary end-markets combined with a product mix that
commands lower margins, negative changes in commodity prices as
well as acquisition-related costs. Moody's believes that the
company's credit profile at the B2 rating level can withstand a
few quarters of elevated leverage metrics for the rating category.
The ratings incorporate the expectation that the company has
adequate liquidity to manage through the current cyclical downturn
in its two primary end- markets while conservatively managing its
capital structure. Of note, the company has taken actions to
reduce costs including meaningful employee headcount reductions
and other efforts to better align its business with current
industry conditions and revenue levels.

The company's speculative grade liquidity rating was lowered to
SGL-3 from SGL-2 largely due to Moody's view that internal cash
generation over the next few quarters could be lower than in
recent periods due to the costs being incurred to effectuate
restructuring actions and earnings negatively affected by the
cyclical downturn that will take time to revert to more normalized
levels. The SGL-3 rating does also consider the company's healthy
cash balances, noting that roughly 40% is located abroad, and
availability under Titan's undrawn $150 million asset-based credit
facility due December 2017. The company does not have ongoing
financial maintenance covenants as part of its asset-based
facility.

The stable outlook is based on the expectation that the company
will maintain an adequate liquidity profile during the current
downturn in its end-markets.

The ratings could be downgraded if the company's liquidity profile
weakens, business conditions deteriorate further, or if the
company were to undertake a debt-funded acquisition or shareholder
actions that substantially weaken the credit profile. Credit
metrics that would contribute to a downgrade include debt/EBITDA
approaching 6.0 times or EBIT/interest sustained below 1.0 times.

The ratings could be upgraded if the company's operating
performance stabilizes, it demonstrates the ability to effectively
integrate recent and planned acquisitions and if Moody's comes to
expect that debt/EBITDA will improve to 4.0 times or below and
EBIT/interest improves to above 2.0 times and is sustained at
those levels.

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

Titan, headquartered in Quincy, IL, is a manufacturer of wheels,
tires and assemblies for off-highway vehicles serving the
agricultural, earthmoving/construction and consumer end markets.
Last twelve months ended September 30, 2014 revenues totaled $2.0
billion.


TLC HEALTH: May Exit Chapter 11 in January 2015
-----------------------------------------------
Tracey Drury at Buffalo Business First reports that TLC Health
Network is making progress toward reorganizing and possibly
emerging from bankruptcy by Jan. 1, 2015.

Business First relates that TLC Network got a major financial
boost in summer when it was approved for $6.6 million in funds
through the state's Delivery System Reform Incentive Payment
program, which enough to sustain operations through the spring.
It provided a cushion and allowed the hospital to use other
revenue to pay off secured creditors, while plans are under
development to start paying unsecured creditors as well, the
report states.

According to Business First, TLC Health has been working with
national health-care consulting firm Kurt Salmon in its
reorganization efforts, which include determining which services
and facilities to keep and which to drop.

Citing interim CEO John Galati, Business First states that TLC
Health is exploring strategic alliances with larger provider
systems and continuing to meet with potential investor partners.
The report adds that TLC Health has been working with two
potential investor groups interested in acquiring the hospital and
allowing it to continue operating as TLC Health Network, but no
deals have yet been signed.

TLC Health, Business First reports, is still finalizing several
contingencies imposed by the state Department of Health to allow
the company to separate from its parent, Lake Erie Regional Health
System of New York.  The report says that Mr. Galati expects to
have more details available by a Nov. 24, 2014 bankruptcy court
hearing.

                   About TLC Health Network

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  Damon & Morey LLP is the Debtor's
Special Health Care Law and Corporate Counsel.  The Bonadio Group
is the Debtor's accountants.  Howard P. Schultz & Associates, LLC
is the Debtor's appraiser.

The case is assigned to the Hon. Carl L. Bucki.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.  Bond,
Schoeneck & King, PLLC is the counsel to the Committee.  The
Committee has tapped NextPoint LLC as financial advisor.

Gleichenhaus, Marchese & Weishaar, PC is the general counsel for
Linda Scharf, the Patient Care Ombudsman of TLC Health.


TRUVEN HEALTH: Moody's Assigns Caa2 Rating on $40MM Add-on Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 (LGD 5) rating to Truven
Health Analytics, Inc.'s proposed $40 million add-on to its
existing senior unsecured notes. Truven's B3 Corporate Family
Rating and B3-PD Probability of Default Rating remain unchanged.
Also unchanged are the company's B1 rating on the company's senior
secured bank credit facilities and Caa2 rating on the company's
outstanding senior unsecured notes. The rating outlook is stable.

The proceeds from the proposed add-on will be used primarily to
fund two tuck-in acquisitions and pay associated transaction fees
and expenses. The acquisitions include Heartbeat Experts, a
provider of stakeholder data and analytics services to life
sciences customers, and Joan Wellman and Associates, Inc., a lean
healthcare consulting firm, which Moody's expects will strengthen
Truven's consulting service offering attained through the recent
acquisition of Simpler Consulting. The Corporate Family Rating and
stable outlook are unchanged, as Moody's expects the transaction
to have minimal impact on the company's financial leverage and
credit profile.

Following is a summary of Moody's rating actions.

Truven Health Analytics, Inc.:

Ratings assigned:

  $40 million proposed add-on senior unsecured notes, at Caa2
  (LGD 5)

Ratings unchanged:

  Corporate Family Rating, B3

  Probability of Default Rating, B3-PD

  $50 million senior secured revolving credit facility, B1
  (LGD 3)

  $635 million senior secured first lien term loan, B1 (LGD 3)

  $327 million senior unsecured notes, Caa2 (LGD 5)

The rating outlook is stable.

The ratings are subject to review of final documentation.

Ratings Rationale

Truven's B3 Corporate Family Rating reflects its high financial
leverage, small absolute size based on revenue and earnings, weak
cash flow and interest coverage, and modest equity cushion. The
ratings are supported by the company's leading market presence,
and good customer and product diversity, with historically high
client retention rates. Over the intermediate-term, Moody's expect
the company to benefit from favorable industry fundamentals and
regulatory requirements imposed by the federal and state
governments, as well as from an increase in pay-for performance
initiatives on behalf of commercial payors.

The stable outlook reflects Moody's view that the company's credit
metrics will slightly improve or remain at current levels over the
next 12 to 18 months, despite operating headwinds and delayed
customer decision making. The stable outlook also incorporates
Moody's expectation that the company will maintain at least an
adequate liquidity profile.

The ratings could be downgraded if the company faces top-line and
earnings pressure such that financial leverage increases, or if
operating margins, cash flow, or sources of liquidity deteriorate.
In addition, the ratings could be lowered if the company engages
in material debt-financed shareholder initiatives which increase
leverage.

The ratings could be upgraded if the company exhibits earnings
growth and debt repayment, combined with positive free cash flow,
such that adjusted debt to EBITDA is sustained below 6.0 times,
and free cash flow to debt is sustained above 3%.

For additional information please refer to Moody's Credit Opinion
on Truven Health Analytics, Inc., available on www.moodys.com.

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

Headquartered in Ann Arbor, Michigan, Truven Health Analytics,
Inc., formerly known as the healthcare business of Thomson
Reuters, is a leading provider of data and analytics solutions and
services to healthcare constituents throughout the United States.
The company's data and analytics products provide its customers
with solutions to identify cost savings, improve outcomes, fight
fraud and abuse and increase operational efficiencies. The
company's primary customers include hospitals, government
agencies, clinicians employers, health plans, and pharmaceutical
companies. Truven is privately-owned by its financial sponsor,
Veritas Capital, and reported revenue of approximately $508 for
the twelve months ended June 30, 2014, excluding accounting
adjustments to deferred revenue.


TRUVEN HEALTH: S&P Retains 'B' CCR Over $40MM Unsec. Notes Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Truven
Health Analytics Inc., including the 'B' corporate credit rating,
remain unchanged following the company's announcement that it is
issuing a $40 million add-on to its existing senior unsecured
notes.  The company will use debt proceeds to fund two small
acquisitions to support the company's growth strategy.  The issue-
level rating on the company's unsecured notes following the add-on
remains 'CCC+'.  The recovery rating is '6', indicating negligible
(0%-10%) recovery in the event of default.  S&P's 'B' issue-level
rating on the company's credit facility is also unchanged.

S&P's corporate credit rating on Truven still incorporates the
company's narrow focus in the competitive niche health analytical
services industry and limited history operating as a standalone
company since separating from Thompson Reuters.  S&P incorporated
this in its assessment of the company's business risk profile as
"weak".  S&P also factors into its expectation that the company
will continue to operate with credit metrics that result in
leverage above 5x and funds from operations to debt between 10%
and 12% through 2015.  These metrics are commensurate with a
"highly leveraged" financial risk profile.

RATINGS LIST

Truven Health Analytics Inc.
Corporate Credit Rating            B/Stable/--
  Senior Unsecured                  CCC+
   Recovery rating                  6


U.S. COAL: JAD Has Deal With Komatsu on Cash Use Until January
--------------------------------------------------------------
Debtors J.A.D. Coal Company, Inc. and Licking River Resources,
Inc., have reached a stipulation that extends their use of cash
collateral of Komatsu Financial Limited Partnership until January
2015.

The Bankruptcy Court on Sept. 19, 2014, entered a Stipulation,
Agreement and Order for Adequate Protection and Modification of
the Automatic Stay, which provided that Komatsu would receive
adequate protection payments of $81,216 per month from JAD and
$65,000 per month from Licking River, both beginning in September
2014.  The term of the budgets attached to the Final Cash
Collateral Order was slated to end on Oct. 31, 2014.

To utilize collateral beyond Oct. 31, 2014, JAD and Licking River
reached a stipulation signed with Komatsu and the Official
Committee of Unsecured Creditors that provides that as adequate
protection of Komatsu's asserted security interest in the
J.A.D. Collateral, JAD is authorized to make monthly payments of
$81,216 to Komatsu on the 16th day of each month from Nov. 1, 2014
through and including Jan. 31, 2015.  As adequate protection of
Komatsu's asserted security interest in the Licking River
Collateral, Licking River is authorized to make monthly payments
of $65,000 to Komatsu on the 28th day of each month from Nov. 1,
2014 through and including Jan. 31, 2015.

Komatsu is represented by:

         WYATT, TARRANT & COMBS, LLP
         Mary S. Fullington, Esq.
         250 West Main Street, Suite 1600
         Lexington, KY 40507-1746
         Telephone: (859) 233-2012
         Facsimile: (859) 259-0649
         E-mail: lexbankruptcy@wyattfirm.com

                About U.S. Coal and Licking River

On May 22, 2014, an involuntary Chapter 11 petition was filed
against Licking River Mining, LLC, before the United States
Bankruptcy Court for the Eastern District of Kentucky.  On May 23,
2014, an involuntary Chapter 11 petition was filed against Licking
River Resources, Inc. and Fox Knob Coal., Inc.  On June 3, 2014,
an involuntary Chapter 11 petition was filed against S.M. & J.,
Inc. On June 4, 2014, an involuntary Chapter 11 petition was filed
against J.A.D. Coal Company, Inc.  On June 12, 2014, the Court
entered an order for relief in each of the bankruptcy cases.

On June 10, 2014, an involuntary Chapter 11 petition was filed
against U.S. Coal Corporation.  On June 27, 2014, the Court
entered an order for relief in U.S. Coal's bankruptcy case.

On Nov. 4, 2014, Harlan County Mining, LLC, Oak Hill Coal, Inc.,
Sandlick Coal Company, LLC, and U.S. Coal Marketing, LLC, filed
petitions in the United States Bankruptcy Court for the Eastern
District of Kentucky seeking relief under chapter 11 of the United
States Bankruptcy Code.  The Debtors' cases have been assigned to
Chief Judge Tracey N. Wise.  The Debtors are seeking to have their
cases jointly administered for procedural purposes, meaning that
upon entry of such an order all pleadings will be maintained on
the case docket for Licking River Mining, LLC, Case No. 14-10201.

U.S. Coal produces and sells thermal coal purchased primarily by
utilities and trading companies and specialty coal purchased by
various industrial customers and trading companies (known as
"stoker" coal).   U.S. Coal operates through two divisions: (1)
the Licking River Division that was formed through the acquisition
of LR Mining, LRR, and S.M. & J., and Oak Hill Coal, Inc. in
January 2007 for $33 million., and (2) the J.A.D. Division that
was formed through the acquisition of JAD and Fox Knob, and
Sandlick Coal Company, LLC and Harlan County Mining, LLC in April
2008 for $41 million.  Both the LRR Division and the JAD Division
are located in the Central Appalachia region of eastern Kentucky.
The LRR Division has approximately 26.3 million tons of surface
reserves under lease.  The JAD Division has 24.4 million tons of
surface reserves, both leased and owned real property.  At
present, U.S. Coal has three surface mines in operation between
the LRR Division and JAD Division.

The Debtors have tapped Nixon Peabody LLP and DelCotto Law Group
PLLC as attorneys, and Epiq Bankruptcy Solutions LLC as claims
agent.  The Official Committee of Unsecured Creditors tapped
Barber Law PLLC and Foley & Lardner as attorneys.


U.S. COAL: Court Approves Payment of Regulatory Fees
----------------------------------------------------
U.S. Bankruptcy Judge Tracy N. Wise entered an order with respect
to the motion of Licking River Mining, LLC, Licking River
Resources, Inc., S. M. & J., Inc., Fox Knob Coal Co., Inc., J.A.D.
Coal Company, Inc., and U.S. Coal Corporation to authorize payment
of certain regulatory agency fees which arose during the second
quarter of 2014 owed to the Kentucky Department of Natural
Resources.

Judge Wise ruled that the Motion is SUSTAINED in part and
CONTINUED in part.

Pursuant to Sec. 105(a) and 363 of the Bankruptcy Code, the Motion
is SUSTAINED to the extent set forth:

  (a) The Licking River Division and J.A.D. Division will be and
are authorized, but not directed, to honor and pay the principal
portion of the Regulatory Fees of $20,420 and $9,227 respectively.

  (b) The Debtors' banks are authorized to process, honor, and
pay, to the extent of funds on deposit, any and all prepetition
wire transfer requests or checks issued by the Debtors in respect
of the Principal Balance.

  (c) The Debtors are authorized, consistent with this Order, to
issue postpetition checks, or to affect postpetition fund transfer
requests, in replacement of any checks or fund transfer requests
in respect of the Principal Balance owed to the KDNR dishonored or
rejected as of the Relief Dates.

The Motion is CONTINUED with regard to the issue of payment of any
alleged penalties related to the failure to timely pay the
Regulatory Fees.  This portion of the Motion will be heard on
Wednesday, Nov. 19, 2014 at 9:30 a.m. (ET) before the United
States Bankruptcy Court for the Eastern District of Kentucky, 100
East Vine Street, Third Floor, Lexington, Kentucky.

                About U.S. Coal and Licking River

On May 22, 2014, an involuntary Chapter 11 petition was filed
against Licking River Mining, LLC, before the United States
Bankruptcy Court for the Eastern District of Kentucky.  On May 23,
2014, an involuntary Chapter 11 petition was filed against Licking
River Resources, Inc. and Fox Knob Coal., Inc.  On June 3, 2014,
an involuntary Chapter 11 petition was filed against S.M. & J.,
Inc. On June 4, 2014, an involuntary Chapter 11 petition was filed
against J.A.D. Coal Company, Inc.  On June 12, 2014, the Court
entered an order for relief in each of the bankruptcy cases.

On June 10, 2014, an involuntary Chapter 11 petition was filed
against U.S. Coal Corporation.  On June 27, 2014, the Court
entered an order for relief in U.S. Coal's bankruptcy case.

On Nov. 4, 2014, Harlan County Mining, LLC, Oak Hill Coal, Inc.,
Sandlick Coal Company, LLC, and U.S. Coal Marketing, LLC, filed
petitions in the United States Bankruptcy Court for the Eastern
District of Kentucky seeking relief under chapter 11 of the United
States Bankruptcy Code.  The Debtors' cases have been assigned to
Chief Judge Tracey N. Wise.  The Debtors are seeking to have their
cases jointly administered for procedural purposes, meaning that
upon entry of such an order all pleadings will be maintained on
the case docket for Licking River Mining, LLC, Case No. 14-10201.

U.S. Coal produces and sells thermal coal purchased primarily by
utilities and trading companies and specialty coal purchased by
various industrial customers and trading companies (known as
"stoker" coal).   U.S. Coal operates through two divisions: (1)
the Licking River Division that was formed through the acquisition
of LR Mining, LRR, and S.M. & J., and Oak Hill Coal, Inc. in
January 2007 for $33 million., and (2) the J.A.D. Division that
was formed through the acquisition of JAD and Fox Knob, and
Sandlick Coal Company, LLC and Harlan County Mining, LLC in April
2008 for $41 million.  Both the LRR Division and the JAD Division
are located in the Central Appalachia region of eastern Kentucky.
The LRR Division has approximately 26.3 million tons of surface
reserves under lease.  The JAD Division has 24.4 million tons of
surface reserves, both leased and owned real property.  At
present, U.S. Coal has three surface mines in operation between
the LRR Division and JAD Division.

The Debtors have tapped Nixon Peabody LLP and DelCotto Law Group
PLLC as attorneys, and Epiq Bankruptcy Solutions LLC as claims
agent.  The Official Committee of Unsecured Creditors tapped
Barber Law PLLC and Foley & Lardner as attorneys.


U.S. COAL: Huntington Wants Lift Stay to Repossess Equipment
------------------------------------------------------------
Secured creditor Huntington National Bank tells the Bankruptcy
Court that negotiations with Licking River Mining, Inc., et al.,
regarding adequate protection failed and thus the bank is now
asking the court to terminate the automatic stay to allow it to
repossess equipment.  Huntington says it is owed $216,648 on
Schedule No. 1 to Master Lease Agreement No. 75758 and $554,512 on
Schedule No. 2.  The creditor claims to have a valid security
interest in a Caterpillar 2001 D11R Dozer, a Caterpillar 2002
992G Wheel Loader, and a 1996 Caterpillar 785B Haul Truck.  The
property securing the debt has a value of $1,037,559, according to
Huntington.

Huntington National Bank is represented by:

         Elizabeth Graham Weber, Esq.
         Patrick R. Hughes, Esq.
         DRESSMAN BENZINGER LAVELLE PSC
         207 Thomas More Parkway
         Crestview Hills, KY 41017
         Tel: (859) 341-1881
         Fax: (859) 341-1469
         E-mail: bweber@dbllaw.com
                 phughes@dbllaw.com

                About U.S. Coal and Licking River

On May 22, 2014, an involuntary Chapter 11 petition was filed
against Licking River Mining, LLC, before the United States
Bankruptcy Court for the Eastern District of Kentucky.  On May 23,
2014, an involuntary Chapter 11 petition was filed against Licking
River Resources, Inc. and Fox Knob Coal., Inc.  On June 3, 2014,
an involuntary Chapter 11 petition was filed against S.M. & J.,
Inc. On June 4, 2014, an involuntary Chapter 11 petition was filed
against J.A.D. Coal Company, Inc.  On June 12, 2014, the Court
entered an order for relief in each of the bankruptcy cases.

On June 10, 2014, an involuntary Chapter 11 petition was filed
against U.S. Coal Corporation.  On June 27, 2014, the Court
entered an order for relief in U.S. Coal's bankruptcy case.

On Nov. 4, 2014, Harlan County Mining, LLC, Oak Hill Coal, Inc.,
Sandlick Coal Company, LLC, and U.S. Coal Marketing, LLC, filed
petitions in the United States Bankruptcy Court for the Eastern
District of Kentucky seeking relief under chapter 11 of the United
States Bankruptcy Code.  The Debtors' cases have been assigned to
Chief Judge Tracey N. Wise.  The Debtors are seeking to have their
cases jointly administered for procedural purposes, meaning that
upon entry of such an order all pleadings will be maintained on
the case docket for Licking River Mining, LLC, Case No. 14-10201.

U.S. Coal produces and sells thermal coal purchased primarily by
utilities and trading companies and specialty coal purchased by
various industrial customers and trading companies (known as
"stoker" coal).   U.S. Coal operates through two divisions: (1)
the Licking River Division that was formed through the acquisition
of LR Mining, LRR, and S.M. & J., and Oak Hill Coal, Inc. in
January 2007 for $33 million., and (2) the J.A.D. Division that
was formed through the acquisition of JAD and Fox Knob, and
Sandlick Coal Company, LLC and Harlan County Mining, LLC in April
2008 for $41 million.  Both the LRR Division and the JAD Division
are located in the Central Appalachia region of eastern Kentucky.
The LRR Division has approximately 26.3 million tons of surface
reserves under lease.  The JAD Division has 24.4 million tons of
surface reserves, both leased and owned real property.  At
present, U.S. Coal has three surface mines in operation between
the LRR Division and JAD Division.

The Debtors have tapped Nixon Peabody LLP and DelCotto Law Group
PLLC as attorneys, and Epiq Bankruptcy Solutions LLC as claims
agent.  The Official Committee of Unsecured Creditors tapped
Barber Law PLLC and Foley & Lardner as attorneys.


UNITEK GLOBAL SERVICES: Prepack Plan Slated for December Hearing
----------------------------------------------------------------
Judge Peter J. Walsh will convene a hearing Dec. 12, 2014 at 9:30
a.m. (Prevailing Eastern Time) in Wilmington, Delaware, to
consider confirmation of UniTek Global Services, Inc.'s
Prepackaged Plan of Reorganization.  At the hearing, the judge
will also consider approval of the proposed Disclosure Statement.

Objections to confirmation of the Plan and the adequacy of the
information in the Disclosure Statement are due Dec. 5, 2014 at
4:00 p.m.

The Plan is intended to be a "balance sheet" restructuring and is
not generally intended to affect the Debtors' day-to-day
operations.  The Plan will achieve the Debtors' restructuring
goals by: (a) reducing the Debtors' total operating company funded
debt by approximately $90 million, excluding original issue
discount costs; (b) providing the Debtors with reasonable, long
term financing and access to incremental commitments that will
enable the Debtors to support their future business needs; and (c)
continuing the Debtors' relationship with DIRECTV, one of the
Debtors' largest customers.

The Court's scheduling order signed Nov. 4, 2014, provides for
this timeline:

                                               Date/Deadline
                                               -------------
      Voting Record Date                       Oct. 21, 2014
      Distribution of Solicitation Package     Oct. 21, 2014
      Voting Deadline                          Nov. 3, 2014
      Petition Date                            Nov. 3, 2014
      Publication of Confirm. Hearing Notice   Nov. 7, 2014
      Service of Cure Notices                  Nov. 21, 2014
      Objection Deadline                       Dec. 5, 2014
      Reply Deadline                           Dec. 11, 2014
      Confirmation Hearing                     Dec. 12, 2014

                   Prepetition Capital Structure

As of the Petition Date, the substantial majority of the Debtors'
liabilities consisted of funded debt comprised of:

     (i) the revolving credit facility (the "ABL Facility")
provided under that certain Revolving Credit and Security
Agreement dated as of July 10, 2013, by and among UniTek and
certain other Debtors, the lender parties thereto, and Apollo
Investment Corporation, as agent.  As of the Petition Date, the
aggregate principal amount of loans outstanding under the ABL
Facility was $47,605,729, which consists of $38,792,875 on account
of Senior ABL Facility Loans and $8,812,453 on account of the
Junior ABL Facility Loans, and the undrawn amount of all
outstanding letters of credit issued under the ABL Facility was
$21,646,300.

    (ii) the term loan (the "Term Loan Facility") provided under
that certain Credit Agreement dated as of April 15, 2011, among
UniTek and certain other Debtors, the lender parties thereto, and
Cerberus Business Finance, LLC, in its capacity as successor
administrative agent.  As of the Petition Date, $143,252,713.27
(including accrued and unpaid interest) is outstanding under the
Term Loan Facility.

                   Overwhelming Support for Plan

The Debtors experienced net losses from continuing operations
excluding impairment charges of $26 million and $25 million in
2013 and 2012, respectively.  The Debtors' operating performance
in 2014 has been materially worse, including net losses from
continuing operations excluding impairment charges of $34 million
for the eight months ended August 23, 2014. The Debtors' financial
performance resulted in defaults under the Term Loan Facility and
the ABL Facility.

In January 2014, the Debtors retained Stifel, Nicolaus & Company,
Incorporated ("SNI"), and its affiliate Miller Buckfire & Co.,
LLC, to provide investment banking and related advisory services
in pursuit of a merger or acquisition of the Debtors' businesses,
as well as other strategic alternatives.

On Oct. 17, 2014, the Debtors, all of their secured lenders, and
DIRECTV entered into a Plan Support Agreement, pursuant to which
the parties agreed, among other things, to support confirmation of
the Plan.

In addition, prior to the Petition Date, the Debtors solicited
votes on the Plan from their secured lenders (the only impaired
creditors under the Plan that were not deemed to reject the Plan)
and every creditor that was entitled to vote on the plan cast a
ballot in favor of the Plan.

                      The Chapter 11 Plan

The Plan contemplates, among other things, the occurrence of the
following transactions: (i) portions of the Debtors' secured debt
will be converted into a new first lien debt facility; (ii)
portions of the Debtors' secured debt will be converted into 100%
of the equity in the reorganized Debtors; and (iii) allowed
general unsecured claims will be either paid (a) after the
Effective Date when due and payable in the ordinary course of
business and in accordance with prior custom and practice
established between the Debtors and the holder of such claim or
(b) in full in cash on the later of (x) the effective date of the
Plan, (y) when such claim becomes allowed, or (z) as otherwise
determined by the Bankruptcy Court or agreed upon by the parties.

The Plan contemplates, among other things, the occurrence of these
transactions:

   -- The Debtors will obtain authorization to use cash collateral
and access the DIP Facility in the amount of up to $43 million on
the terms.

   -- On the Effective Date, the Reorganized Debtors will enter
into (a) an up to $120 million new first lien senior secured debt
and letter of credit facility (the "New First Lien Debt Facility")
with Apollo Investment Corporation as agent, and (b) up to $156
million new subordinated payment-in-kind debt issued by
Reorganized Holdco (the ""New UniTek Debt").

   -- Holders of Allowed ABL Facility Claims and Allowed Term Loan
Claims will receive portions of the New First Lien Debt Facility
and New UniTek Debt.

   -- Holders of Allowed Term Loan Claims will receive 100% of the
New UniTek Interests.

   -- All Allowed General Unsecured Claims will be either paid (a)
when due and payable in the ordinary course of business and in
accordance with prior custom and practice established between the
Debtors and the Holder of such Claim or (b) in full in Cash on the
later of (i) the Effective Date, (ii) when such Claim becomes
Allowed, or (iii) as otherwise determined by the Bankruptcy Court
or the parties.

   -- Holders of UniTek Interests will not receive any
distribution on account of such Interests and such Interests will
be cancelled and discharged as of the Effective Date.

Projected recoveries under the Plan are:

  Class   Claim/Interest              Status      % Recovery
  ---     --------------              ------      ----------
   1    Priority Non-Tax Claims      Unimpaired      100%
   2    Other Secured Claims         Unimpaired      100%
   3    Senior ABL Facility Claims   Impaired        100%
   4    Junior ABL Facility Claims   Impaired        100%
   5    Term Loan Claims             Impaired        65.4%
   6    General Unsecured Claims     Unimpaired      100%
   7    Subordinated Claims          Impaired         0%
   8    Interests                    Impaired         0%

As of the voting deadline, 100% of the Holders of Claims in
Classes 3, 4 and 5 (the only Classes entitled to vote on the Plan)
voted in favor of the Plan.  Holders of subordinated claims under
Class 7 and interests under Class 8 were not entitled to vote as
they were deemed to reject the Plan.

The Debtors will generate sufficient cash flows in conjunction
with the New First Lien Debt Facility to meet their ongoing
operating Cash needs upon the Effective Date.  Through the
Effective Date, the Debtors expect to pay approximately $2 million
to $3 million in Fee Claims.  After making payments for such
Claims and other Administrative Claims, and taking into account
cash flow related to ongoing operations and lease settlements, the
Reorganized Debtors expect to have at least approximately $3
million to $5 million in Cash on hand as of the Effective Date,
plus an undrawn revolving credit facility of $10 million.

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

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

A copy of the Prepackaged Plan, as amended, is available for free
at:

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

DIRECTV is represented by:

         HONIGMAN MILLER SCHWARTZ AND COHN LLP
         660 Woodward Ave., Suite 2290
         Detroit, MI 48226
         Attention: Judy B. Calton, Esq.
         Facsimile: (313) 465-7345
         E-mail: jcalton@honigman.com

The Term Loan Agent is represented by:

         KLEE, TUCHIN, BOGDANOFF & STERN LLP
         1999 Avenue of the Stars, 39th Floor
         Los Angeles, CA 90067-6049
         Attention: David A. Fidler, Esq.
                    Maria Sountas-Argiropoulos, Esq.
                    Vijay Sekhon, Esq.

The ABL Facility Agent is represented by:

         KIRKLAND & ELLIS LLP
         601 Lexington Avenue
         New York, NY 10022
         Attention: Joshua A. Sussberg, Esq.
                    Yongjin Im, Esq.
         E-mail: joshua.sussberg@kirkland.com
                 yongjin.im@kirkland.com

                - and ?

         KIRKLAND & ELLIS LLP
         300 North LaSalle
         Chicago, Illinois 60654
         Attention: Steven N. Serajeddini, Esq.
         E-mail: steven.serajeddini@kirkland.com

The Term Loan Consenting Lenders are represented by:

         LATHAM & WATKINS LLP
         330 North Wabash Avenue, Suite 2800
         Chicago, IL 60611
         Attention: Richard A. Levy, Esq.
                    Matthew L. Warren, Esq.
         E-mail: richard.levy@lw.com
                 matthew.warren@lw.com

                     First Day Motions

Aside from the plan documents, the Debtors on the Petition Date
filed motions to:

   -- pay prepetition taxes and fees;

   -- pay prepetition obligations incurred in connection with
      various insurance policies;

   -- prohibit utility companies from discontinuing service;

   -- pay Certain prepetition employee obligations;

   -- honor prepetition warranty programs in the ordinary course;

   -- pay prepetition claims of trade creditors in the ordinary
      course;

   -- obtain secured postpetition financing on a superpriority
      basis and use cash collateral;

   -- establish procedures with respect to the ownership,
      acquisition and disposition of (x) beneficial interests in
      equity securities in UniTek Global and (y) certain claims
      against the Debtors, in order to protect the Debtors'
      extremely valuable net operating losses and other tax
      attributes; and

   -- assume the Plan Support Agreement.

A copy of the affidavit in support of the first day motions is
available for free at:

      http://bankrupt.com/misc/Unitek_1st_Day_Affidavit.pdf

                  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.

On Nov. 3, 2014 UniTek Global and nine subsidiary companies filed
petitions in the United States Bankruptcy Court for the District
of Delaware seeking relief under chapter 11 of the United States
Bankruptcy Code.  The Debtors' cases have been assigned to Judge
Judge Peter J. Walsh. T he Debtors are seeking to have their cases
jointly administered for procedural purposes, with pleadings to be
maintained on the case docket for UniTek Global Services, Inc.,
Case No. 14-12471.

The Debtors have tapped Morgan, Lewis & Bockius LLP as counsel;
Young, Conaway, Stargatt & Taylor, LLP, as co-counsel; Miller
Buckfire & Co. LLC, as financial advisor; Protiviti Inc., and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent.

As of Sept. 30, 2014, the Debtors have 2,500 employees,
substantially all of whom are full-time.

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 $250 million
in total assets against $257 million in total liabilities.



UPC BROADBAND: Bank Debt Due June 2021 Trades at 2% Off
-------------------------------------------------------
Participations in a syndicated loan under which UPC Broadband
Holding is a borrower traded in the secondary market at 97.67
cents-on-the-dollar during the week ended Friday, Nov. 7, 2014,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.62 percentage points from the previous week, The Journal
relates.  UPC Broadcast pays 250 basis points above LIBOR to
borrow under the facility.  The bank loan matures on June 1, 2021,
and carries Moody's Ba3 rating and Standard & Poor's BB rating.
The loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


WAFERGEN BIO-SYSTEMS: Incurs $2.8-Mil. Net Loss in Third Quarter
----------------------------------------------------------------
WaferGen Bio-Systems, Inc., reported a net loss of $2.78 million
on $1.25 million of total revenue for the three months ended
Sept. 30, 2014, compared to a net loss of $10.80 million on
$389,547 of total revenue for the same period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $7.42 million on $4.38 million of total revenue
compared to a net loss of $17.75 million on $814,282 of total
revenue for the same period last year.

The Company's balance sheet at Sept. 30, 2014, showed $23.50
million in total assets, $6.42 million in total liabilities and
$17.08 million in total stockholders' equity.

"I am optimistic about the future of WaferGen," said Ivan
Trifunovich, president and chief executive officer.  "The
completion of our common stock offering in August provides the
Company with the resources to grow our existing business and to
fund our critical innovations in molecular diagnostics products
for the future.  Moreover, I am excited about Keith Warner and
Michael Henighan joining WaferGen.  They are already making
valuable contributions to the Company.  Their experience and
proven track records significantly increase the depth and breadth
of our management team as we continue to grow WaferGen's business
in offering Next-Gen Sequencing solutions in clinical research,
testing and diagnostics."

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

                        http://is.gd/kMmIVZ

                    About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

WaferGen reported a net loss attributable to common stockholders
of $17.71 million in 2013, following a net loss attributable to
common stockholders of $8.97 million in 2012.

SingerLewak LLP, in San Jose, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has incurred operating losses and negative cash flows from
operating activities since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


WALTER ENERGY: Files Form 10-Q, Incurs $98.9MM Net Loss in Q3
-------------------------------------------------------------
Walter Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $98.90 million on $329.54 million of revenues for the three
months ended Sept. 30, 2014, compared to a net loss of $100.72
million on $455.79 million of revenues for the same period in
2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $342.47 million on $1.12 billion of revenues compared
to a net loss of $184.66 million on $1.38 billion of revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2014, showed $5.64
billion in total assets, $5.18 billion in total liabilities and
$454.91 million in total stockholders' equity.

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

                        http://is.gd/vupvK0

                        About Walter Energy

Walter Energy is a leading, publicly traded "pure-play"
metallurgical coal producer for the global steel industry with
strategic access to high-growth steel markets in Asia, South
America and Europe.  The Company also produces thermal coal,
anthracite, metallurgical coke and coal bed methane gas.  Walter
Energy employs approximately 2,900 employees with operations in
the United States, Canada and United Kingdom.

                            *    *    *

As reported by the TCR on Aug. 19, 2014, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Birmingham,
Ala.-based Walter Energy Inc. to 'CCC+' from 'SD'.  S&P believes
the company's capital structure is likely unsustainable in the
long-term absent an improvement in met coal prices.

The TCR reported on July 10, 2014, that Moody's downgraded the
Corporate Family Rating of Walter Energy, Inc., to Caa2 from Caa1.
The downgrade in the corporate family rating reflects the
anticipated deterioration in performance, increased cash burn and
increase in leverage, given the recent met coal benchmark
settlement of $120 per tonne for high quality coking coal and our
expectation that meaningful recovery in metallurgical coal markets
is twelve to eighteen months away.


WALTER ENERGY: Bank Debt Due March 2018 Trades at 14% Off
---------------------------------------------------------
Participations in a syndicated loan under which Walter Energy, Inc
is a borrower traded in the secondary market at 85.42 cents-on-
the-dollar during the week ended Friday, Nov. 11, 2014 according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 0.78
percentage points from the previous week, The Journal relates.
Walter Energy, Inc. pays 575 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 14, 2018.  The
bank debt carries Moody's Ba3 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
255 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


WEST CORP: Reports $16.1 Million Net Income in Third Quarter
------------------------------------------------------------
West Corporation reported net income of $16.11 million on $713.20
million of revenue for the three months ended Sept. 30, 2014,
compared to net income of $46.14 million on $665.36 million of
revenue for the same period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported net
income of $110.14 million on $2.08 billion of revenue compared to
net income of $92.87 million on $1.99 billion of revenue for the
same period a year ago.

As of Sept. 30, 2014, the Company had $3.92 billion in total
assets, $4.61 billion in total liabilities and a $684.91 million
stockholders' deficit.

At Sept. 30, 2014, West Corporation had cash and cash equivalents
totaling $165.9 million and working capital of $284.7 million.
Net interest expense was $47.6 million during the third quarter of
2014 compared to $51.2 million during the comparable period the
prior year.

"West continued to perform well during the third quarter with
organic revenue growth in both segments supplemented by our recent
acquisitions," said Tom Barker, chairman and chief executive
officer of West Corporation.  "As we progress through the end of
the year, we remain focused on achieving our prior 2014 guidance
and positioning the company for growth next year."

The Company also announced a $0.225 per common share quarterly
dividend.  The dividend is payable on Nov. 26, 2014, to
shareholders of record as of the close of business on Nov. 17,
2014.

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

                        http://is.gd/pijYAZ

                       About West Corporation

West Corporation is a global provider of communication and network
infrastructure solutions.  West helps manage or support essential
enterprise communications with services that include conferencing
and collaboration, public safety services, IP communications,
interactive services such as automated notifications, large-scale
agent services and telecom services.

West Corp posted net income of $143.20 million in 2013 as
compared with net income of $125.54 million in 2012.

                         Bankruptcy Warning

"If we cannot make scheduled payments on our debt, we will be in
default, and as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our Senior Secured Credit Facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its quarterly report for the period ended
     March 31, 2014.

                          *     *     *

As reported by the TCR on June 21, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Omaha, Neb.-based
business process outsourcer West Corp. to 'BB-' from 'B+'.  The
upgrade reflects Standard & Poor's view that lower debt leverage
and a less aggressive financial policy will strengthen the
company's financial profile.

In the April 4, 2013, edition of the TCR, Moody's Investor Service
upgraded West Corporation's Corporate Family Rating to B1 from B2.
"The CFR upgrade to B1 reflects West's shift to a more
conservative capital structure and financial policies as a
publicly owned company," stated Moody's analyst Suzanne Wingo.


WINDSOR QUALITY: Moody's Withdraws B1 CFR After Ajinomoto Deal
--------------------------------------------------------------
Moody's Investors Service has withdrawn all the ratings for
Windsor Quality Food Company Ltd., following the acquisition of
parent company Windsor Quality Holdings, LP by Ajinomoto Co. Inc.,
and the retirement of all of its rated debt instruments on 5
November 2014. Ratings withdrawn include the company's B1
Corporate Family Rating, B1-PD Probability of Default Rating, and
B2 instrument rating on the company's $350 million senior secured
term loan.

Ratings Rationale

Pursuant to the sale agreement announced on 10 September 2014,
Ajinomoto Co. Inc., a Tokyo-based seasoning and food company,
acquired Windsor's frozen processed foods business for $800
million -- about 1.2 times sales of $670 million -- from HM
International, LLC, a privately held partnership of the Hojel and
Meinig families. The transaction did not include the comapny's
Quality Sausage division, which was spun off to Windsor's
shareholders prior to the sale. Quality Sausage, a producer of
pre-cooked meats and pizza toppings, generates annual sales of
approximately $130 million.

Windsor Quality Food Co. Ltd.:

Ratings withdrawn:

Corporate Family Rating at B1;

Probability of Default Rating at B1-PD;

$350 million senior secured Term Loan B due 2020 at B2, LGD4.

Previous Outlook has been withdrawn.

Ajinomoto Co., Inc. is a global manufacturer of high-quality
seasonings, processed foods, beverages, amino acids,
pharmaceuticals and specialty chemicals. Founded in 1909 and now
operating in 26 countries and regions, Ajinomoto Co. had
consolidated net sales of JPY 991.3 billion (USD 11.0 billion) in
fiscal 2013.


WINDSOR QUALITY: S&P Withdraws B+ Debt Rating Over Ajinomoto Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' senior
secured debt issue-level and '3' recovery ratings and discontinued
its 'B+' corporate credit rating on Windsor Quality Food Co. Ltd.

"The rating action follows Japan-based Ajinomoto Co.'s
announcement that it acquired U.S.-based Windsor Quality Food Co.
Ltd. on Nov. 5, 2014, and that all of Windsor's outstanding debt
has been repaid in full," said Standard & Poor's credit analyst
Bea Chiem.

Windsor's $350 million first-lien term loan B and $100 million
asset-based revolver have been repaid in full, and the facilities
are terminated.


WORLD SURVEILLANCE: MaloneBailey Replaced RSSM as Accountants
-------------------------------------------------------------
World Surveillance Group Inc. disclosed in a Form 8-K filed with
the U.S. Securities and Exchange Commission that it was told by
Rosen Seymour Shapss Martin & Company LLP, its independent
certifying accountant, that as a result of the departure of the
lead audit partner on the Company account and the concurring
partner from RSSM and concerns over their independence, RSSM would
no longer be able to continue as the Company's independent
certifying accountant.

According to the Company, it had no disputes or disagreements with
RSSM during the previous two fiscal years.  Except for the
provision of a "Going Concern" opinion, the reports of RSSM on the
Company's financial statements for the years ended Dec. 31, 2013,
and 2012 did not contain an adverse opinion or disclaimer of
opinion, and such reports were not qualified or modified as to
uncertainty, audit scope, or accounting principle.

On Nov. 3, 2014, the Company engaged MaloneBailey LLP as its
independent registered public accounting firm to audit the
Company's financial statements.  The decision to engage Malone was
approved by the Company's Audit Committee.

The Company said that prior to the engagement of Malone, Malone
did not provide the Company with any written or oral advice that
Malone concluded was an important factor considered by the Company
in reaching any decision as to any accounting, auditing or
financial reporting issue.

                     About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

World Surveillance reported a net loss of $3.41 million on
$558,574 of net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $3.36 million on $272,201 of net
revenues for the year ended Dec. 31, 2012.  The Company's balance
sheet at March 31, 2014, showed $3.49 million in total assets,
$17.33 million in total liabilities, all current, and a $13.84
million total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP, in New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                         Bankruptcy Warning

"Our indebtedness at December 31, 2013 was $16,958,374.  A portion
of such indebtedness reflects judicial judgments against us that
could result in liens being placed on our bank accounts or assets.
We are continuing to review our ability to reduce this debt level
due to the age and/or settlement of certain payables but we may
not be able to do so.  This level of indebtedness could, among
other things:

   * make it difficult for us to make payments on this debt and
     other obligations;

   * make it difficult for us to obtain future financing;

   * require us to redirect significant amounts of cash from
     operations to servicing the debt;

   * require us to take measures such as the reduction in scale of
     our operations that might hurt our future performance in
     order to satisfy our debt obligations; and

   * make us more vulnerable to bankruptcy or an unwanted
     acquisition on terms unsatisfactory to us," the Company said
     in the Annual Report for the year ended Dec. 31, 2013.


Z TRIM HOLDINGS: John Elo to Serve as Chief Financial Officer
-------------------------------------------------------------
John Elo, age 56, was promoted from controller to serve as the
chief financial officer of Z Trim Holdings, Inc., effective
Aug. 18, 2014, according to a regulatory filing with the U.S.
Securities and Exchange Commission.  Mr. Elo replaced Brian
Chaiken who resigned as chief financial officer and chief legal
officer of the Company.

In connection with his appointment, Mr. Elo was granted 153,500
stock options with an exercise price of $0.62 per share.  All of
the stock options vested immediately.

Mr. Elo was controller of the Company from September 2011 through
August 2014 when he was promoted to chief financial officer.
Prior to that, he was the Controller, Human Resources and MIS
Manager of Oxy-Dry Food Blends, Inc., a wholly owned subsidiary of
Baldwin Technology Company, Inc. from January 2005 through
September 2011.  Mr. Elo received a Bachelor Degree in Accounting
and Economics from Benedictine University (formerly Illinois
Benedictine College) and is also a Certified Public Accountant.

The Company said there are no family relationships between Mr. Elo
and any former director, executive officer or person nominated or
chosen by the Company to become director or executive officer.
Additionally, there have been no transactions involving Mr. Elo
that would require disclosure under Item 404(a) of Regulation S-K.

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

Z Trim Holdings reported a net loss of $13.43 million in 2013, a
net loss of $9.58 million in 2012 and a net loss of $6.94 million
in 2011.  As of March 31, 2014, the Company had $3.55 million in
total assets, $1.41 million in total liabilities and $2.14 million
in total stockholders' equity.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company does not have enough cash on hand to meet its current
liabilities and has had reoccurring losses as of Dec. 31, 2013.
These conditions raise substantial doubt about its ability to
continue as a going concern.


* Year-Over-Year Bankruptcies Continue to Drop, ACA Says
--------------------------------------------------------
ACA International reports that 2014 bankruptcy filings would be
less than one million for the first time in seven years.

According to ACA, U.S. bankruptcy filings dropped 12% to 78,957 in
October 2014 from 89,948 in October 2015.  Citing data provided to
the American Bankruptcy Institute by Epiq Systems Inc.

ACA quoted ABI Executive Director Samuel J. Gerdano as saying,
"Total bankruptcy filings, credit card delinquencies and
foreclosures continue to decline as consumers and businesses shore
up their balance sheets.  Low interest rates and high filing costs
will drive total bankruptcies for the year below 1 million for the
first time since 2007."

ACA says that month-to-month bankruptcy filings from September to
October this year did increase.  ACA relates that total filings
for October 2014 increased 8% compared to the 73,317 total filings
in September 2014.

ACA states that the average nationwide per capita bankruptcy-
filing rate in October 2014 remaining unchanged from the first
nine months of the year at 3.03 (total filings per 1,000
population).  ACA reports that these states had the highest per
capita filing rates (total filings per 1,000 population) in
October 2014: Tennessee (6.32), Alabama (5.40), Georgia (5.36)
Utah (5.02), and Illinois (4.82).


* Moody's Seeks Comments on Rating Approach for Corp-Backed Deals
-----------------------------------------------------------------
Moody's Investors Service is seeking comments from market
participants on its proposed rating approach for structured
finance transactions backed by a corporate portfolio with exposure
to country risk and a weighted average portfolio rating of Ba3 or
better. The proposed approach, if adopted, will have a minimal
impact on the ratings on 11 transactions Moody's currently
monitors.

"Moody's Approach to Modeling Structured Finance Transactions
Backed by Corporate Credits with Country Risk" describes the
proposed approach.

The proposed framework entails a two-step approach to capturing
country risk, first, the simulation of a country ceiling event for
each of the obligors in the portfolio and second, the assessment
of the impact of such an event on the obligors. Previously,
Moody's had incorporated country risk directly into its asset
correlation assumptions as a weighted average of the sovereign and
industry factors.

After Moody's takes into account responses to this request for
comment, it will incorporate the approach as an appendix to its
methodology "Moody's Approach to Rating Corporate Synthetic
Collateralized Debt Obligations," which will replace "Moody's
Revises Its Methodology for Emerging Market CDOs."


* Dilworth's Pappas Joins Program at Bankr. Judges Conference
-------------------------------------------------------------
The Legal Intelligencer reports that Dilworth Paxson associate
Catherine G. Pappas, Esq., was selected to participate in the Next
Generation Program at the 88th Annual National Conference of
Bankruptcy Judges, in Chicago this year.

The Intelligencer relates that the program hosted 40 up-and-coming
practitioners from across the U.S. who showed excellence in the
practice of bankruptcy law.

Ms. Pappas, according to The Intelligencer, has represented
debtors in both he for-profit and non-profit sectors in complex
Chapter 11 reorganizations, and has experience in bankruptcy-
related litigation, including avoidance actions and other
adversary proceedings.


* Steven Howell Gets Barbara J. Rom Award for Bankr. Excellence
---------------------------------------------------------------
Steven G. Howell, a member at Dickinson Wright PLLC's Detroit
office, will receive the Barbara J. Rom Award for Bankruptcy
Excellence from the Federal Bar Association, Eastern District of
Michigan Chapter.

Mr. Howell serves as the Practice Department Manager for Dickinson
Wright's Banking & Finance, Creditors' Rights, Municipal Finance
and International Law Practices.  Mr. Howell focuses his practice
in the areas of bankruptcy & restructuring law, including creditor
rights and bankruptcy litigation, and banking & finance law.  Mr.
Howell is currently serving as a Special Assistant Attorney
General for the State of Michigan in the City of Detroit's Chapter
9 bankruptcy case, representing the State of Michigan.  He has
served as either counsel or co-counsel for clients in numerous
Chapter 11 bankruptcies, CCAA proceedings in Canada, and workouts.
Mr. Howell has expertise in assisting clients dealing with
financially-challenged entities in a variety of industries
including automotive, manufacturing, banking, municipal, and
commercial real estate.

Mr. Howell is a member of the Federal Bar Association's Eastern
District of Michigan Chapter, the State Bar of Michigan, the
American Bankruptcy Institute, and the Turnaround Management
Association.  He is recognized as a leader in his field by Best
Lawyers in America, including being named 2014 Detroit Bankruptcy
and Creditor Debtor Rights/Insolvency and Reorganization Lawyer of
the Year; Chambers USA, including recognition as a Band 1 Leading
Individual in Michigan in the bankruptcy field; Michigan Super
Lawyers, and Dbusiness Top Lawyers.  Mr. Howell received his
B.G.S. from the University of Michigan, with high distinction, and
his J.D. from Wayne State University Law School, magna cum laude.
The Federal Bar Association Bankruptcy Committee established the
Barbara J. Rom Award for Bankruptcy Excellence.  The purpose of
this award is to honor individuals who, like Barbara, have
exhibited the highest level of overall excellence in the practice
of bankruptcy law.  Honorees of this award exhibit overall
excellence, civility, sophistication of practice, community
involvement, Bar association and Court activity involvement as
well as pro bono participation.

Mr. Howell will be presented with the Barbara J. Rom Award for
Bankruptcy Excellence at the Rakow Scholarship Awards/Historical
Society/Barbara J. Rom Award FBA Luncheon on Nov. 20, 2014, at the
Westin Book Cadillac in Detroit.

                    About Dickinson Wright

Dickinson Wright PLLC is a full-service law firm with more than 40
practice areas.  Founded in 1878, Dickinson Wright PLLC has over
360 lawyers in offices located in Detroit, Troy, Grand Rapids, Ann
Arbor, Lansing, and Saginaw, Michigan; Columbus, Ohio; Las Vegas,
Nevada; Nashville, Tennessee; Phoenix, Arizona; and Washington,
D.C.  Dickinson Wright LLP has over 35 lawyers in Toronto, Canada.


* BOND PRICING: For The Week From Nov. 3 to 7, 2014
---------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
Allen Systems
  Group Inc             ALLSYS  10.500    35.000     11/15/2016
Allen Systems
  Group Inc             ALLSYS  10.500    36.500     11/15/2016
BPZ Resources Inc       BPZ      6.500    85.000       3/1/2015
Caesars Entertainment
  Operating Co Inc      CZR     10.000    14.875     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    19.689       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR      6.500    17.395       6/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     12.750    18.432      4/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      5.750    14.260      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR     10.000    17.500     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      5.750    14.625      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR     10.750    17.875       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     10.000    15.000     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    17.875     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    15.000     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    17.875       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     10.000    17.875     12/15/2018
Cal Dive
  International Inc     CDVI     5.000    25.125      7/15/2017
Champion
  Enterprises Inc       CHB      2.750     0.250      11/1/2037
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750    49.750     11/15/2017
Colt Defense LLC /
  Colt Finance Corp     CLTDEF   8.750    49.750     11/15/2017
Dendreon Corp           DNDN     2.875    64.500      1/15/2016
Devon Energy Corp       DVN      1.875   101.173      5/15/2017
Endeavour
  International Corp    END     12.000    12.000       6/1/2018
Endeavour
  International Corp    END      5.500     3.250      7/15/2016
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc      TXU     10.000     9.750      12/1/2020
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc      TXU     10.000     9.500      12/1/2020
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc      TXU      6.875     5.750      8/15/2017
Exide Technologies      XIDE     8.625    20.250       2/1/2018
Exide Technologies      XIDE     8.625    20.000       2/1/2018
Exide Technologies      XIDE     8.625    20.000       2/1/2018
FBOP Corp               FBOPCP  10.000     2.000      1/15/2009
FairPoint
  Communications
  Inc/Old               FRP     13.125     1.000       4/2/2018
Federal Home
  Loan Banks            FHLB     1.034    97.852      5/15/2028
Fleetwood
  Enterprises Inc       FLTW    14.000     3.557     12/15/2011
GT Advanced
  Technologies Inc      GTAT     3.000    39.950      10/1/2017
Global Geophysical
  Services Inc          GEGS    10.500    11.000       5/1/2017
Global Geophysical
  Services Inc          GEGS    10.500     4.122       5/1/2017
Gymboree Corp/The       GYMB     9.125    36.200      12/1/2018
James River Coal Co     JRCC     7.875     1.000       4/1/2019
James River Coal Co     JRCC    10.000     1.100       6/1/2018
James River Coal Co     JRCC    10.000     4.963       6/1/2018
Las Vegas Monorail Co   LASVMC   5.500     3.000      7/15/2019
Lehman Brothers
  Holdings Inc          LEH      5.000    13.125       2/7/2009
Lehman Brothers Inc     LEH      7.500    12.500       8/1/2026
MF Global Holdings Ltd  MF       6.250    40.000       8/8/2016
MF Global Holdings Ltd  MF       3.375    34.443       8/1/2018
MF Global Holdings Ltd  MF       1.875    38.100       2/1/2016
MModal Inc              MODL    10.750    10.125      8/15/2020
Molycorp Inc            MCP      6.000    31.750       9/1/2017
Molycorp Inc            MCP      3.250    51.500      6/15/2016
Molycorp Inc            MCP      5.500    32.000       2/1/2018
Momentive Performance
  Materials Inc         MOMENT  11.500     1.040      12/1/2016
NII Capital Corp        NIHD    10.000    31.500      8/15/2016
NII Capital Corp        NIHD     7.625    18.050       4/1/2021
NII Capital Corp        NIHD     8.875    28.250     12/15/2019
Nuveen Investments Inc  JNC      5.500   101.875      9/15/2015
OMX Timber Finance
  Investments II LLC    OMX      5.540    25.188      1/29/2020
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Powerwave
  Technologies Inc      PWAV     3.875     0.125      10/1/2027
Powerwave
  Technologies Inc      PWAV     3.875     0.125      10/1/2027
Quicksilver
  Resources Inc         KWK      7.125    20.000       4/1/2016
RAAM Global Energy Co   RAMGEN  12.500    75.401      10/1/2015
Saratoga Resources Inc  SARA    12.500    57.000       7/1/2016
THQ Inc                 THQI     5.000    12.125      8/15/2014
TMST Inc                THMR     8.000    15.000      5/15/2013
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    12.250      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    26.000       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    11.750      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    10.313      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    27.000       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    11.250      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    11.625      11/1/2016
Tunica-Biloxi
  Gaming Authority      PAGON    9.000    59.625     11/15/2015
Walter Energy Inc       WLT      9.875    32.500     12/15/2020
Walter Energy Inc       WLT      8.500    28.625      4/15/2021
Walter Energy Inc       WLT      9.875    31.375     12/15/2020
Walter Energy Inc       WLT      9.875    31.375     12/15/2020
Western Express Inc     WSTEXP  12.500    88.500      4/15/2015
Western Express Inc     WSTEXP  12.500    88.250      4/15/2015


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.


                  *** End of Transmission ***