TCR_Public/141120.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Thursday, November 20, 2014, Vol. 18, No. 323

                            Headlines

ACTIVECARE INC: Amends Fin'l Reports to Correct Accounting Errors
ADAMIS PHARMACEUTICALS: Stockholders Elected 5 Directors
AEMETIS INC: Posts $464,000 Net Income in Third Quarter
ALCO STORES: Court Fixes Feb. 19 Next Year as Claims Bar Date
AMERICAN NATURAL: Incurs $8 Million Net Loss in Third Quarter

AMERICAN SEAFOODS: Moody's Lowers Corporate Family Rating to Caa2
ANTARAMIAN PROPERTIES: Manager Files Plan, May End Legal Feud
APPLIED MINERALS: David Taft Reports 27% Stake as of Nov. 4
ARCAPITA BANK: Investors' Suit Over $3.4-Mil. in Funds Dismissed
ARES CAPITAL: Moody's Affirms Ba1 CFR & Senior Unsecured Rating

ARKANOVA ENERGY: CEO to Get $240,000 Annual Salary
B & D ASSOCIATES: Case Summary & 14 Largest Unsecured Creditors
BANK OF THE CAROLINAS: Posts $10.7 Million Net Income in Q3
BEAZER HOMES: Posts $59.8 Million Net Income in Fourth Quarter
BERNARD L MADOFF: Court OKs SIPA Trustee, Blumenfeld Settlement

BERNARD L MADOFF: Herald Enter Into Settlement Deal with Trustee
BERNARD L MADOFF: Dec. 17 Hearing Set for BLMIS Settlement Motion
BERNARD L MADOFF: Trustee Seeks Court Nod on Senator Settlement
BLACK & WHITE LAB: Case Summary & 20 Largest Unsecured Creditors
BOUTIN'S: Files for Chapter 11 Bankruptcy Protection

BROADWAY FINANCIAL: Files Form 10-Q, Posts $765K Net Income in Q3
BUDD COMPANY: Exclusive Right to File Plan Extended to March 31
CAESARS ENTERTAINMENT: Names Eric Hession Chief Financial Officer
CENTRAL FEDERAL: Reports $286,000 Net Income for Third Quarter
CHINA CERAMICS: Receives Nasdaq Listing Non-Compliance Notice

CHINA PRECISION: Delays Form 10-Q for Third Quarter
COLT DEFENSE: S&P Raises CCR to 'CCC' & Removes From Watch Neg.
COMMUNITY FIRST: Regulator Terminates Written Agreement
COMMUNITYONE BANCORP: Rights Plan Expired on November 10
CRS HOLDINGS: Ch. 11 Trustee Can Hire Johnson Pope as Counsel

CRUZ-A-LONG ENTERPRISES: Case Summary & 8 Top Unsec. Creditors
CTI BIOPHARMA: Completes Offering of 35,000 Preferred Shares
DELTA AIR: Moody's Assigns Ba3 Corporate Family Rating
DELTATHREE INC: Incurs $541,000 Net Loss in Third Quarter
DETROIT, MI: Disciplinary Proceedings Not Subject to Bankr. Stay

ECHO THERAPEUTICS: Posts Net Loss of $5.5-Mil. in 3rd Quarter
ELEPHANT TALK: Reports $2.4 Million Net Loss for Third Quarter
EMPIRE RESORTS: Stockholders Elected 6 Directors
ENTRANS INTERNATIONAL: Moody's Assigns B2 Corporate Family Rating
EPWORTH VILLA: Court Sets Jan. 30, 2015 as Claims Bar Date

EQUINIX INC: Moody's Affirms Ba3 CFR & Rates $1BB Sr. Notes B1
EXTERRAN PARTNERS: Moody's Affirms Ba3 Corporate Family Rating
FINJAN HOLDINGS: Appoints Chief Financial Officer
FIRST DATA: Incurs $234.6 Million Net Loss in Third Quarter
FLYING W SNOWMASS: Files for Ch 11 to Ward Off Foreclosure Sale

FOREST OIL: Reaches Settlement in Consolidated New York Suit
FOREST OIL: To Sell Arkoma Natural Gas Properties for $185-Mil.
FREESEAS INC: Annual Meeting of Shareholders Set for Dec. 18
GEOMET INC: Incurs $2 Million Net Loss in Third Quarter
GMG CAPITAL: US Trustee Has Issues With Plan Releases

GREAT WOLF: Moody's Changes Rating on $630MM Loans to B3
GREEN BRICK: Reports 2014 Third Quarter Results for JBGL
HAAS ENVIRONMENTAL: UST Balks at Disclosure Statement
HCSB FINANCIAL: Incurs $1 Million Net Loss in Third Quarter
HD SUPPLY: Files Copy of Investor Presentation With SEC

HDGM ADVISORY: Wants More Plan Exclusivity After Examiner Named
HDGM ADVISORY: Amends Liquidating Plan, Files Disclosures
HDOS ENTERPRISES: Plan Declared Effective, Wants Case Closed
HERCULES OFFSHORE: Promotes Troy Carson to SVP and CFO
HILLCREST LODGE: Case Summary & 10 Largest Unsecured Creditors

HOLDER HOSPITALITY: Closes Sharkey's Casino in Nevada
HORIZON LINES: To be Acquired by Matson for $0.72 Per Share
HORIZON LINES: Expects to Incur $90MM-$100MM Restructuring Charge
HORIZON LINES: Matson Inc. Has 55% Stake as of Nov. 11
HUNTINGTON INGALLS: Moody's Hikes Corporate Family Rating to Ba1

IBAHN CORP: Has Until Jan. 31, 2015 to Remove Actions
IMAGENETIX INC: Reports $130,000 Income for Sept. 17-30
IMH FINANCIAL: Employment Agreement with CFO Okayed
INT'L FOREIGN EXCHANGE: Files Proposed Liquidating Plan
INTERNATIONAL FOREIGN: Wants Plan Exclusivity Moved to Feb. 8

ISTAR FINANCIAL: Morgan Stanley Reports 5.1% Stake as of Oct. 31
ITR CONCESSION: Bankruptcy Not Due to PPP Structure, Fitch Says
JEFFERSON COUNTY, AL: Fitch Affirms BB+ Rating on $395MM Warrants
JOHN D. OIL: US Trustee Names Guy Fustine as Chapter 11 Trustee
KINDRED HEALTHCARE: Equity Offering No Impact on Moody's B1 CFR

LAGRANGE VENTURES: Case Summary & Unsecured Creditor
LARCAN INC: Meeting of Creditors Set for Nov. 24 in Toronto
LATEX FOAM: Gets Approval to Implement Employee Retention Program
LDK SOLAR: Hong Kong Court Sanctions Schemes of Arrangement
LEAR CORP: Moody's Ups Corp. Family Rating to Ba1, Outlook Stable

LEAR CORP: Moody's Rates New $650MM Sr. Unsecured Notes 'Ba2'
LEAR CORP: S&P Assigns 'BB' Rating to $650MM Sr. Unsecured Notes
LENNAR CORP: Fitch Rates $350MM Senior Notes Due 2019 'BB+'
LENNAR CORP: Moody's Rates New $350MM Sr. Unsecured Notes Ba3
LENNAR CORP: S&P Rates Proposed $350MM Senior Notes Due 2019 'BB'

LEVEL 3 COMMUNICATIONS: Moody's Rates New $600MM Sr. Notes Caa1
LEVEL 3: Temasek Holdings Has 16.5% Stake as of Nov. 10
LIBERTY TOWERS: Seeks Extension of Schedules Filing
LIQUIDMETAL TECHNOLOGIES: Incurs $1 Million Net Loss in Q3
LOFINO PROPERTIES: Second Amended Chapter 11 Plan Now Effective

MARINA BIOTECH: Reports $7.1 Million Net Loss for Third Quarter
MARKWEST ENERGY: S&P Rates $500MM Sr. Unsecured Notes Offering BB
MERITOR INC: S&P Raises Corp. Credit Rating to B+; Outlook Stable
MERRIMACK PHARMACEUTICALS: Director James Dresser Resigns
MICROCOAL INC: Parent Withdraws Bankruptcy Reorganization

MINT LEASING: Delays Form 10-Q Filing for Review
MISSISSIPPI PHOSPHATES: Can File Schedules Until Dec. 10
MOBILE MINI: Moody's Affirms B1 Corporate Family Rating
MOOG INC: Moody's Assigns Ba2 CFR & Rates $250MM Unsec. Notes Ba2
MOTORS LIQUIDATION: Had $750MM Assets in Liquidation at Sept. 30

MOUNTAIN PROVINCE: Incurs C$966,000 Net Loss in Third Quarter
MVB HOLDING: Files Schedules of Assets and Liabilities
NET TALK.COM: Incurs $682,000 Net Loss in Third Quarter
NORTEL NETWORKS: Judge Approves More Fees for Advisers
OAK ROCK: NY Supreme Court Rejects IDB Suit Against EisnerAmper

OCEANSIDE MILE: Disclosure Statement Hearing Set for Jan. 13
OM GANESAYA: Voluntary Chapter 11 Case Summary
OMNICOMM SYSTEMS: Posts $1.2-Mil. Net Income in Third Quarter
OPTIMUMBANK HOLDINGS: Posts $79,000 Net Loss in Third Quarter
ORECK CORP: Amended Joint Plan Declared Effective Nov. 10

OUTLAW RIDGE: Gets Exclusive Plan Filing Pd. Extended Thru Dec. 4
OWENS-BROCKWAY GLASS: Moody's Rates Notes Due 2023 & 2025 Ba3
PACKERS HOLDINGS: Moody's Assigns B3 Corporate Family Rating
PACKERS HOLDINGS: S&P Assigns 'B' CCR Pending Leonard Green Deal
PENSKE AUTOMOTIVE: S&P Rates $300MM Sr. Sub. Notes Due 2024 'B+'

PERFORMANT FINANCIAL: S&P Affirms BB- CCR & Alters Outlook to Neg
PHOTOMEDEX INC: Reports $14.9 Million Net Loss for Third Quarter
PORTER BANCORP: Investor Releases Statement re Quarterly Report
PSC INDUSTRIAL: Moody's Assigns B2 Corporate Family Rating
PSC INDUSTRIAL: S&P Assigns 'B' CCR & Rates $220MM Loans 'B+'

PULSE ELECTRONICS: Incurs $6.4 Million Net Loss in Third Quarter
PWK TIMBERLAND: Can Hire Richman Reinauer to Sell Assets
QUANTUM FOODS: Committee Taps Cross & Simon as Litigation Counsel
QUANTUM FOODS: Cross & Simon Okayed as Panel's Litigation Counsel
QUANTUM FUEL: Appoints Mark Arold Vice President of Operations

RA HOLDING: Publishes Financials for Qtr. Ended Sept. 30
RADIO SYSTEMS: Revolver Amendment No Impact on Moody's B2 Rating
RENTPATH INC: Moody's Rates New $525-Mil. 1st Lien Loans 'Caa1'
RENTPATH INC: S&P Affirms 'B' CCR on Providence Equity Sale
RESPONSE BIOMEDICAL: Incurs C$1.1-Mil. Net Loss in 3rd Quarter

RIVER CITY: Court Approves Sperry Van Ness as Auctioneer
ROCKWELL MEDICAL: Reports $3.9 Million Net Loss for 3rd Quarter
ROGER BANCSHARES: Bankruptcy-Exit Plan Declared Effective
ROSALES MEAT: Case Summary & 13 Largest Unsecured Creditors
SAM WYLY: Church Fights Gov't for $20K Claim, Says Panel Needed

SAN BERNARDINO, CA: Gets May 30 Deadline to File Bankruptcy Plan
SANUWAVE HEALTH: Files Form 10-Q, Warns of Possible Bankruptcy
SB PARTNERS: Incurs $196,000 Net Loss in Third Quarter
SEARS HOLDINGS: Edward Lampert Reports 48.5% Stake as of Nov. 10
SEARS METHODIST: Court Approves Procedures to Sell Plains Assets

SEARS METHODIST: Bid Deadline for Caprock Assets Set for Dec. 15
SIGA TECHNOLOGIES: Section 341(a) Meeting Slated for December 18
SIMPLEXITY LLC: Has Until Dec. 12 to Remove Actions
SPANISH BROADCASTING: Incurs $4.6 Million Net Loss in 3rd Quarter
SPECIALTY HOSPITAL: Gets Court Approval to Terminate 401K Plan

STONE CAST: Wins $452K Judgment Against Prime Contractor
SUN BANCORP: Presented at Sandler O'Neill Conference
SUNTECH POWER: Wins Ch.15 Recognition; Venue Transfer Bid Tossed
SURVEY SAMPLING: S&P Assigns Prelim. 'B' CCR; Outlook Stable
TENASKA ALABAMA: Moody's Affirms Ba2 Senior Secured Rating

TENASKA OKLAHOMA: Moody's Affirms Ba2 Senior Secured Rating
TLC HEALTH: Wants Plan Filing Exclusivity Moved to April 13
TLO LLC: TRADS Sued Interactive, et al., Over Acquired IP Assets
TRANS ENERGY: Delays Q3 Form 10-Q, In Waiver Talks With Lenders
TRANS-LUX CORP: Reports $407,000 Net Loss for Third Quarter

TRANSGENOMIC INC: Files Form 10-Q, Incurs $384K Net Loss in Q3
TRANSGENOMIC INC: Registers 1.1 Million Shares for Resale
TUCKER BROTHERS: Court Pegs Property Value & Rejects Plan
TURNER GRAIN: Has Interim Approval to Use Cash Collateral
UNIVERSAL BIOENERGY: Delays Form 10-Q for Third Quarter

UNIVERSITY GENERAL: Michael Griffin Resigns as Director
USMART MOBILE: Two Independent Directors Resigned
VARIANT HOLDING: Seeks More Time to Assume or Reject Leases
VARIANT HOLDING: Beach Point Funds Drop Bid to Appoint Trustee
VIGGLE INC: Reports $17.6 Million Net Loss for Sept. 30 Quarter

WALTER ENERGY: Plans to Offer $2.5 Billion Worth of Securities
WESTMORELAND COAL: Has Tender Offer for $675.4-Mil. Senior Notes
WESTMORELAND COAL: Moody's Raises Corp. Family Rating to B3
WESTMORELAND COAL: S&P Raises CCR to 'B' on Refinancing
WHITE WAY: Files for Chapter 11 Bankruptcy Protection

WILLBROS GROUP: S&P Affirms 'B-' CCR on Successful Loan Amendment
ZAYO GROUP: Debt Tender No Impact on Moody's B2 CFR

* Oswalt Discusses Arizona Bankruptcy and Cash Allowances

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


ACTIVECARE INC: Amends Fin'l Reports to Correct Accounting Errors
-----------------------------------------------------------------
ActiveCare Inc. filed with the U.S. Securities and Exchange
Commission amended financial reports for the:

   * fiscal year ended Sept. 30, 2013;

   * quarterly ended Dec. 31, 2013;

   * quarterly period ended March 31, 2013; and

   * quarterly period ended June 30, 2014.

As reported by the TCR on Oct. 9, 2014, the Audit Committee of the
Board of Directors of ActiveCare upon the recommendation of
ActiveCare management and after discussions with the Company's
independent registered public accounting firm, concluded that the
Company's consolidated financial statements for those periods
included accounting errors, and should no longer be relied upon.

It was determined that the Company's revenue recognition
accounting for chronic illness supplies shipped to distributors
should be corrected.  Specifically, it was determined that it is
better practice to defer revenue recognition until the products
are shipped to the end users as opposed to the distributors, even
though the distributors had taken title to the products and there
were no significant rights of return.

The Company reported a revised net loss attributable to common
stockholders of $27.45 million on $5.90 million of total revenues
for the year ended Sept. 30, 2013, as compared with a net loss
attributable to common stockholders of $25.95 million on $11.39
million of total revenues as originally reported.  The Company's
revised balance sheet at Sept. 30, 2013, showed $10.30 million in
total assets, $12.60 million in total liabilities and a $2.29
million total stockholders' deficit.  A full-text copy of the Form
10-K/A is available for free at http://is.gd/tEXeSv

For the three months ended Dec. 31, 2013, the Company reported a
restated net loss attributable to common stockholders of $5.15
million on $2.35 million of total revenues as compared to a net
loss attributable to common stockholders of $5.13 million on $2.42
million of total revenues as previously reported.  A full-text
copy of the Q1 Form 10-Q is available at http://is.gd/xYHcW8

For the three months ended March 31, 2014, the Company reported a
revised net loss attributable to common stockholders of $4.63
million on $1.31 million of total revenues as compared to a net
loss attributable to common stockholders of $4.67 million on $1.09
million of total revenues as previously reported.  A copy of the
Q3 Form 10-Q is available for free at http://is.gd/LZSx0q

For the three months ended June 30, 2014, the Company reported a
net loss attributable to common stockholders of $3.35 million on
$1.74 million of total revenues, compared to a net loss
attributable to common stockholders of $3.48 million on $800,174
of total revenues as originally disclosed.  As of June 30, 2014,
the Company's revised balance sheet showed $6.17 million in total
assets, $8.98 million in total liabilities and a $2.81 million
total stockholders' deficit.  A full-text copy of the Form 10-Q/A
is available for free at http://is.gd/WF11Th

                           About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.

ActiveCare incurred a net loss attributable to common stockholders
of $25.95 million the year ended Sept. 30, 2013, as compared with
a net loss attributable to common stockholders of $12.42 million
for the year ended Sept. 30, 2012.  As of June 30, 2014, the
Company had $9.49 million in total assets, $10.96 million in total
liabilities and a $1.46 million total stockholders' deficit.

Tanner LLC, in Salt Lake City, Utah, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2013.  The independent auditors noted that
the Company has incurred recurring losses, has negative cash flows
from operating activities, has negative working capital, and has
negative total equity.  These conditions, among others, raise
substantial doubt about its ability to continue as a going
concern.


ADAMIS PHARMACEUTICALS: Stockholders Elected 5 Directors
--------------------------------------------------------
Adamis Pharmaceuticals Corporation held its annual meeting of
stockholders on Nov. 6, 2014, at which the Company's stockholders:

   (1) elected Dennis J. Carlo, Ph.D., Richard C. Williams,
       Robert B. Rothermel, David J. Marguglio, and William C.
       Denby, III, to the Board of Directors;

   (2) approved the amendments to the Company's 2009 Equity
       Incentive Plan to increase by 1,000,000 shares the number
       of shares authorized for issuance thereunder, and to make
       certain other changes to the Plan;

   (3) approved, on a nonbinding advisory basis, the compensation
       of the Company's named executive officers; and

   (4) ratified the selection of Mayer Hoffman McCann PC as
       independent registered public accounting firm for the year
       ending March 31, 2015.

On Nov. 6, 2014, the Board of Directors of the Company approved a
change in the Company's fiscal year end from March 31 to December
31.  In accordance with certain rules promulgated under the
Securities Exchange Act of 1934, as amended, the Company will file
a Transition Report on Form 10-K for the nine-month period ended
Dec. 31, 2014, with the Securities and Exchange Commission within
the time period prescribed by such rules.  Subsequent to the
filing of the Transition Report on Form 10-K, the Company's annual
reports on Form 10-K will cover the calendar year January 1 to
December 31.

                           About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.

Adamis reported a net loss of $8.15 million for the year ended
March 31, 2014, as compared with a net loss of $7.19 million for
the year ended March 31, 2013.

Mayer Hoffman McCann P.C., in Boca Raton, Florida, 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 incurred recurring losses from operations and
has limited working capital to pursue its business alternatives.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

As of June 30, 2014, the Company had $11.56 million in total
assets, $1.90 million in total liabilities and $9.65 million in
total stockholders' equity.

                         Bankruptcy warning

"Our management intends to attempt to secure additional required
funding through equity or debt financings, sales or out-licensing
of intellectual property assets, seeking partnerships with other
pharmaceutical companies or third parties to co-develop and fund
research and development efforts, or similar transactions.
However, there can be no assurance that we will be able to obtain
any required additional funding.  If we are unsuccessful in
securing funding from any of these sources, we will defer, reduce
or eliminate certain planned expenditures and delay development or
commercialization of some or all of our products.  If we do not
have sufficient funds to continue operations, we could be required
to seek bankruptcy protection or other alternatives that could
result in our stockholders losing some or all of their investment
in us," the Company said in its quarterly report for the period
ended June 30, 2014.


AEMETIS INC: Posts $464,000 Net Income in Third Quarter
-------------------------------------------------------
Aemetis, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $464,000 on $48.34 million of revenues for the three months
ended Sept. 30, 2014, compared to a net loss of $8.28 million on
$56.68 million of revenues for the same period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported net
income of $10.9 million on $166 million of revenues compared to a
net loss of $27.69 million on $123 million of revenues for the
same period a year ago.

As of Sept. 30, 2014, the Company had $95.1 million in total
assets, $94.5 million in total liabilities and $647,000 in total
stockholders' equity.

Cash and cash equivalents were $5.5 million at Sept. 30, 2014, of
which $4 million was held in the Company's Indian subsidiary and
$1.5 million was held in the Company's North American entities.

"Aemetis continued to generate strong positive cash flow and
reduce debt during the third quarter of 2014," stated Eric McAfee,
chairman and chief executive officer.  "Additionally, we have
received $21 million of low-interest (3%) EB-5 funding into
escrow, primarily during the third quarter of 2014, which is
expected to be applied to debt reduction over the next year."

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

                        http://is.gd/uNSPbV

                           About Aemetis

Cupertino, Calif.-based Aemetis, Inc., is an international
renewable fuels and specialty chemical company focused on the
production of advanced fuels and chemicals and the acquisition,
development and commercialization of innovative technologies that
replace traditional petroleum-based products and convert first-
generation ethanol and biodiesel plants into advanced
biorefineries.

Aemetis reported a net loss of $24.43 million on $177.51 million
of revenues for the year ended Dec. 31, 2013, as compared with a
net loss of $4.28 million on $189.04 million of revenues in 2012.

                          Bankruptcy Warning

The Company said in the Annual Report for the year ended Dec. 31,
2013, "The adoptions of new technologies at our ethanol and
biodiesel plants, along with working capital, are financed in part
through debt facilities.  We may need to seek additional financing
to continue or grow our operations.  However, generally
unfavourable credit market conditions may make it difficult to
obtain necessary capital or additional debt financing on
commercially viable terms or at all.  If we are unable to pay our
debt we may be forced to delay or cancel capital expenditures,
sell assets, restructure our indebtedness, seek additional
financing, or file for bankruptcy protection."


ALCO STORES: Court Fixes Feb. 19 Next Year as Claims Bar Date
-------------------------------------------------------------
The U.S. Bankruptcy Court in Northern District of Texas has
established Feb. 19, 2015, as the deadline for all persons and
entities holding or asserting a claim against ALCO Stores, Inc.
and its debtor affiliates.

                      About ALCO Stores

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

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

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

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

The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent.  Michael Moore has been named consultant to
the Debtors.

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

The U.S. Trustee for Region 6 appointed seven creditors to serve
in the official committee of unsecured creditors of ALCO Stores,
Inc.  The Law Office of Judith W. Ross serve as local counsel to
the Committee.


AMERICAN NATURAL: Incurs $8 Million Net Loss in Third Quarter
-------------------------------------------------------------
American Natural Energy Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $8.03 million on $379,780 of revenues for
the three months ended Sept. 30, 2014, compared to a net loss of
$859,425 on $853,381 of revenues for the same period last year.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $7.55 million on $1.42 million of revenues compared to
a net loss of $1.46 million on $2.75 million of revenues for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $19.09
million in total assets, $24.08 million in total liabilities and a
$4.98 million total stockholders' deficit.

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

                        http://is.gd/V7jpO2

                      About American Natural

American Natural Energy Corporation is a Tulsa, Oklahoma based
independent exploration and production company with operations in
St. Charles Parish, Louisiana.

American Natural reported a net loss of $3.14 million in 2013, a
net loss of $3.31 million in 2012 and a net loss of $905,792 in
2011.

MaloneBailey, LLP, 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 incurred a net loss in 2013 and has a working capital
deficiency and an accumulated deficit at Dec. 31, 2013.


AMERICAN SEAFOODS: Moody's Lowers Corporate Family Rating to Caa2
-----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
for American Seafoods Group LLC (ASG) to Caa2 from Caa1, as well
as its Probability of Default Rating to Caa2-PD from Caa1-PD. As a
result of these rating actions, the company's senior subordinated
notes due 2016 have been downgraded to Caa3 from Caa2 and the
ratings on the company's term loan A, term loan B, and revolving
credit facility have been downgraded to B2 from B1. The rating
outlook is changed to negative from stable.

The downgrade is primarily due to Moody's expectation that the
company's liquidity profile will be weak during the next twelve
months, largely stemming from a stipulation in the company's
credit agreement tied to the company's senior subordinated notes
due May 2016, which mentions if the notes remain outstanding at
November 17, 2015, then the company's term loan A and revolver
borrowings including letters of credit become due and payable on
that day. As such, the term loan A and revolver are now viewed as
current obligations of the company. Also, Moody's believes
covenant compliance will be difficult to maintain during the next
twelve months despite a March 2014 amendment that provided some
temporary relief.

The negative outlook reflects the uncertainty surrounding
compliance with financial covenants during the next twelve months
and the potential for additional downward pressure on the ratings
if the company cannot adequately address its upcoming debt
maturities. ASG's credit metrics remain challenged and Moody's has
limited expectations for material deleveraging in the near-term
owing to profitability weakness and ongoing accretion of the
company's senior notes.

According to Moody's Analyst Brian Silver, "ASG's liquidity and
interest coverage are weak while leverage remains high, and as a
result of debt maturities now being within a twelve month window,
Moody's believe there is a high likelihood for either additional
covenant relief in the near-term or a debt restructuring, which
has the potential to be a distressed exchange".

The following ratings have been downgraded:

Corporate Family Rating to Caa2 from Caa1;

Probability of Default Rating to Caa2-PD from Caa1-PD;

$85 million original principal senior secured revolver maturing
March 2016 to B2 (LGD2) from B1 (LGD2);

$100 million original principal senior secured term loan A due
March 2016 to B2 (LGD2) from B1 (LGD2);

$282 million original principal senior secured term loan B due
March 2018 to B2 (LGD2) from B1 (LGD2);

$275 million original principal senior subordinated notes due
May 2016 to Caa3 (LGD4) from Caa2 (LGD5);

The outlook is changed to negative from stable

Ratings Rationale

The downgrade is largely the result of Moody's expectations for
weakened liquidity over the next twelve months, spurred by the
springing maturities of the term loan A and revolver, subject to
the senior subordinated notes being outstanding one year from now.
This increases the likelihood of a potential default during the
next twelve months, which Moody's has reflected by lowering the
probability of default rating to Caa2-PD. The company's operating
performance has been challenged for the last few years by a weak
end-market pricing environment for the company's primary products,
most notably standard fillet blocks, surimi, and roe.

The negative outlook reflects Moody's expectation that ASG will
have difficulty complying with its financial covenants during the
next twelve months and may seek covenant relief. It also
incorporates Moody's view that ASG is likely to grow revenues and
EBITDA only moderately over this period. Any debt repayment via
free cash flow generation will likely be offset by accretion in
the company's senior notes. The outlook further assumes that
pricing for the company's products will remain inherently volatile
in the marketplace.

The ratings could be downgraded if operating performance and/or
liquidity further deteriorates and/or if the company breaches any
covenants. Although not anticipated in the near-term, the ratings
for ASG could be upgraded if adjusted leverage approaches 8.0
times and the company is able to improve its liquidity profile by
reducing revolver reliance and successfully addressing its
upcoming debt maturities.

The principal methodology used in this rating was the Global
Protein and Agriculture 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.

ASG Consolidated LLC (Consolidated), together American Seafoods
Group LLC (Group) and its subsidiaries (ASG), is understood to be
the largest harvester of fish for human consumption in the US in
terms of volume. The company harvests and processes a variety of
fish species aboard sophisticated catcher-processor vessels. ASG
is believed to be the largest harvester and at-sea processor of
Pollock and Pacific whiting (Hake) in the US. The company
generated revenues for the twelve months ended September 30, 2014
of approximately $370 million.


ANTARAMIAN PROPERTIES: Manager Files Plan, May End Legal Feud
-------------------------------------------------------------
Laura Layden at the Naples Daily News reports that Antaramian
Properties, LLC, manager Jack Antaramian has filed with the U.S.
Bankruptcy Court for the Middle District of Florida a
reorganization plan that could end a long-running, costly legal
feud with his former partners in the Naples Bay Resort project.

The Daily News reported in June 2014 that Circuit Judge Lauren
Brodie ruled against Mr. Antaramian, saying he had no right to
foreclose on the club at Naples Bay Resort.  According to the
report, Mr. Antaramian stepped into the shoes of Regions Bank
after it foreclosed on a $36 million loan for the project, when he
bought the note at a steep discount in 2010.  He then went after
his partners --  Manhattan Construction Florida's nonexecutive
chairperson Fred Pezeshkan and investors Iraj Zand and Raymond
Sehayek from Switzerland -- who have a 20% stake in Knightsbridge
each, the report stated.

Antaramian Properties, LLC, sought bankruptcy protection
(Bankr. M.D. Fla. Case No. 14-10145) on Aug. 29, 2014.  The case
is assigned to Judge Caryl E. Delano.  The Debtors are represented
by David S Jennis, Esq., at Jennis & Bowen PL, in Tampa, Florida.


APPLIED MINERALS: David Taft Reports 27% Stake as of Nov. 4
-----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, David A. Taf disclosed that as of Nov. 4,
2014, he indirectly beneficially owned the 25,624,957 Shares that
were indirectly beneficially owned by IBS Capital, which
represented 27.0% of Applied Minerals Inc.'s Common Stock.

On Oct. 17, 2008, the board of directors of the Company appointed
Mr. Taft as a director.  Since that time, at each annual meeting
from 2009 to the last annual meeting held on Dec. 5, 2013, the
shareholders of the Company elected Mr. Taft as a director of the
Company.

A full-text copy of the regulatory filing is available at:

                        http://is.gd/YxPNOT

                      About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.

Applied Minerals incurred a net loss of $13.06 million in 2013, a
net loss of of $9.73 million in 2012 and a net loss of $7.43
million in 2011.

As of June 30, 2014, Applied Minerals had $11.46 million in total
assets, $12.56 million in total liabilities and a $1.09 million
total stockholders' deficiency.

                        Bankruptcy Warning

"The Company has had to rely mainly on the proceeds from the sale
of stock and convertible debt to fund its operations.  If the
Company is unable to fund its operations through the
commercialization of its minerals at the Dragon Mine, there is no
assurance that it will be able to raise funds through the sale of
equity or debt.  If so, it may have to file bankruptcy," according
to the Company's 2013 Annual Report as filed with the U.S.
Securities and Exchange Commission.


ARCAPITA BANK: Investors' Suit Over $3.4-Mil. in Funds Dismissed
----------------------------------------------------------------
Bankruptcy Judge Sean H. Lane dismissed a complaint alleging that
certain funds in the possession of Arcapita Bank B.S.C. are not
property of the debtors' estate, but rather belong to the
Plaintiffs.

The Complaint asserts that, under Bahraini law, the Debtors never
held a legal or equitable interest in the Plaintiffs' Undeployed
Placement and the Rights Offering Investment that totaled
approximately $3,464,791.66, and therefore, the Funds were never
property of the estate for purposes of Section 541 of the
Bankruptcy Code.  The Plaintiffs' Complaint seeks a judgment: (1)
declaring that the Funds are not property of the Debtors' estates
and never vested with the reorganized debtors; (2) compelling the
reorganized debtors to turn over the Funds; and (3) awarding the
Plaintiffs prejudgment interest.

The Debtors asked the Court to dismiss the complaint, arguing that
the Plaintiffs' Complaint is precluded under the doctrine of res
judicata because the classification and treatment of the
Plaintiffs' monetary claims against the Debtors were conclusively
determined in the confirmation order entered in this case in June
2013.  Judge Lane agrees with Arcapita, and ruled that the
Complaint is an impermissible attempt to collaterally attack the
Confirmation Order entered in the Debtors' cases.

The case is, KHALID AHMED A. BAESHEN, OSAMA AHMED A. BAESHEN,
SAHAR AHMED A. BAESHEN, and SUMAYYA AHMED A. BAESHEN, Plaintiffs,
v. ARCAPITA BANK B.S.C.(c), ARCAPITA INVESTMENT HOLDINGS LIMITED,
ARCAPITA LT HOLDINGS LIMITED, WINDTURBINE HOLDINGS LIMITED, AEID
II HOLDINGS LIMITED, and RAILINVEST HOLDINGS LIMITED, Defendants,
Adv. Proc. No. 13-01677 (SHL)(Bankr. S.D.N.Y.).

A copy of Judge Lane's November 17, 2014 Memorandum of Decision is
available at http://bit.ly/1BLdhlsfrom Leagle.com.

The Reorganized Debtors and the New Holding Companies are
represented by Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and
Lena Mandel, Esq., at Milbank, Tweed, Hadley & McCloy, LLP in New
York; and Andrew M. Leblanc, Esq., at Milbank's Washington, D.C.
office.

Counsel for Khalid Ahmed A. Baeshen, Osama Ahmed A. Baeshen, Sahar
Ahmed A. Baeshen, and Sumayya Ahmed A. Baeshen are:

     Regina L. Griffin, Esq.
     Marc Skapof, Esq.
     James W. Day, Esq.
     BAKER & HOSTETLER LLP
     45 Rockefeller Plaza
     New York, NY 10111-0100
     Tel: 212-589-4276
     Fax: 212-589-4201
     E-mail: rgriffin@bakerlaw.com
             mskapof@bakerlaw.com
             jday@bakerlaw.com

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The inability to repay a US$1.1 billion syndicated
unsecured facility prompted the bankruptcy filing.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represented the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
served as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100 percent lender consent required to
effectuate the terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to each Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf

The effective date of the Debtors' Second Amended Joint Plan of
Reorganization, dated as of June 11, 2013, occurred on Sept. 17,
2013.


ARES CAPITAL: Moody's Affirms Ba1 CFR & Senior Unsecured Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Ares Capital Corporation's Ba1
corporate family rating and senior unsecured rating. The rating
outlook remains stable.

Ratings Rationale

Ares' ratings are supported by the company's strong franchise in
the middle market lending sector, solid earnings and investment
portfolio performance, and balanced portfolio characteristics with
a substantial proportion of investments in senior debt. Ares'
creditors also benefit from regulatory-mandated low leverage
through asset coverage requirements that provide creditors with
loss protection from its inherently volatile portfolio credit
performance. Specifically, Ares must maintain 200% asset coverage
of its debt, which essentially limits is debt-to-equity leverage
ratio to 1x, a much lower level than that at other financial
institutions. The affirmation also reflects the company's improved
liquidity profile with less reliance on revolving credit
facilities and a greater proportion of longer-term unsecured debt.

The ratings also reflect the inherent credit challenges of Ares
Business Development Company (BDC) model and its status as a
Registered Investment Company (RIC). These include significant
credit and market value risk from Ares' portfolio of highly
levered and illiquid investments, its inability to fully retain
earnings as a RIC, and limitations on its ability to raise or
retain debt and equity capital, which Moody's views as a key
factor limiting its ratings.

In particular, Ares' access to market funding is subject not only
to confidence sensitivity, but also to restrictions resulting from
BDC asset coverage regulations. With its assets subject to mark-
to-market valuations, which can deplete capital levels and trigger
an asset coverage ratio violation, Ares is at greater risk of
losing access to market funding than other specialty finance
companies without such regulatory restriction. In addition, with
its RIC status requiring it to distribute 90% of taxable earnings,
Ares must issue new equity into the market to build capital, but
that is also potentially restricted if the company's share price
is lower than its Net Asset Value (NAV). Critically, Ares has
successfully mitigated this risk by annually garnering a waiver of
this restriction from its shareholders.

Positive pressure on the ratings could result if Ares enhances its
structural liquidity by extending its debt maturities, while
continuing to renew shareholder approval to raise equity during
periods when its stock trades below Net Asset Value. The company
would also need to continue to demonstrate strong portfolio
performance with low non-accruals, maintain an investment bias
toward senior debt investments, and keep its dividend
distributions generally in-line with the level of core earnings
(Net Investment Income) in a respective period.

Ratings could come under negative pressure if the company reduces
its cushion against the regulatory asset coverage requirement, if
potential realized or unrealized losses weaken its capital
position, or if it fails to renew shareholder approval to raise
equity during periods when its stock trades below Net Asset Value.
The ratings could also be downgraded if the credit characteristics
of Ares's portfolio weaken, as evidenced by an increase in
portfolio company average leverage, a shift toward investments
with lower priority in the capital structure, or an increase in
exposure concentrations.

The principal methodology used in these ratings was Finance
Company Global Rating Methodology published in March 2012.


ARKANOVA ENERGY: CEO to Get $240,000 Annual Salary
--------------------------------------------------
Arkanova Energy Corporation entered into an executive employment
agreement effective Oct. 1, 2014, with Pierre Mulacek, the
Company's chief executive officer, president and director,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.

The Company agreed to pay an annual salary of US$240,000 to Mr.
Mulacek in consideration for him carrying out his duties as an
executive of the Company.  Mr. Mulacek disclosed his interest with
respect to the executive employment agreement and abstained from
voting on the approval of the agreement.  The agreement replaces a
former written agreement effective July 17, 2012, as amended on
March 1, 2014 (reducing Mr. Mulacek's salary from $240,000 to
$135,000 per annum), which expired on July 17, 2014.  The parties
had continued under the terms of the former written agreement and
sought to document the terms with an updated written agreement on
the same terms of the former agreement.  The only term of the new
executive employment agreement that has been revised is the
compensation has returned to $240,000 per annum.

On Nov. 11, 2014, the Company also entered into an executive
employment agreement effective Oct. 1, 2014, with Reginald Denny,
the Company's chief financial officer and a director of the
Company company.  The Company agreed to pay an annual salary of
US$175,000 to Mr. Denny in consideration for him carrying out his
duties as an executive of the Company.  Mr. Denny disclosed his
interest with respect to the executive employment agreement and
abstained from voting on the approval of the agreement.  The
agreement also replaces a former written agreement effective
July 17, 2012, as amended effective Oct. 1, 2013 (reducing Mr.
Denny's salary from $190,000 to $175,000 per annum), which also
expired on July 17, 2014.  The parties had continued under the
terms of the former written agreement and sought to document the
terms with an updated written agreement on the same terms of the
former agreement.  Under the new executive employment agreement,
Mr. Denny's compensation remains at $175,000.

Additional information is available for free at:

                        http://is.gd/KZXO9W

                          About Arkanova

Austin, Tex.-based Arkanova Energy Corporation is a junior
producing oil and gas company and is also engaged in the
acquisition, exploration and development of prospective oil and
gas properties.  It holds mineral leases in Delores County, Lone
Mesa State Park, Colorado and leasehold interests located in
Pondera and Glacier Counties, Montana.

In their report on the consolidated financial statements for the
fiscal year ended Sept. 30, 2013, MaloneBailey LLP expressed
substantial doubt about its ability to continue as a going
concern, citing that the Company has incurred cumulative losses
since inception and has negative working capital.

The Company's balance sheet at June 30, 2014, showed $3.29 million
in total assets, $14.3 million in total liabilities and a
$11.06 million total stockholders' deficit.


B & D ASSOCIATES: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: B & D Associates, Ltd.
        237 South Street
        P.O. Box 2049
        Morristown, NJ 07962-2049

Case No.: 14-33428

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 18, 2014

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

Judge: Hon. Michael B. Kaplan

Debtor's Counsel: Morris S. Bauer, Esq.
                  NORRIS MCLAUGHLIN & MARCUS, PA
                  PO Box 5933
                  Bridgewater, NJ 08807-5933
                  Tel: (908) 722-0700
                  Fax: 908-722-0755
                  Email: msbauer@nmmlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Lawrence S. Berger, authorized agent.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/njb14-33428.pdf


BANK OF THE CAROLINAS: Posts $10.7 Million Net Income in Q3
-----------------------------------------------------------
Bank of the Carolinas Corporation reported net income available to
common shareholders of $10.73 million on $3.60 million of total
interest income for the three months ended Sept. 30, 2014,
compared to a net loss available to common shareholders of $5,000
on $3.80 million of total interest income for the same period in
2013.

For the nine months ended Sept. 30, 2014, the Company reported net
income available to common shareholders of $10 million on $11.14
million of total interest income compared to a net loss available
to common shareholders of $1.41 million on $11.36 million of total
interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2014, showed $396.27
million in total assets, $350.08 million in total liabilities and
$46.19 million in total stockholders' equity.

President and CEO, Stephen R. Talbert, said, "We are pleased to
release our third quarter earnings.  We are proud of the continued
success we have in reducing our levels of nonperforming assets.
The successful $45.8 million private placement completed on
July 16, 2014 raised our capital ratios above all the regulatory
requirements.  We are extremely proud of this accomplishment.  We
continue to believe that the Company is positioned for future
success."

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

                        http://is.gd/zAZHXx

                     About Bank of the Carolinas

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

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

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


BEAZER HOMES: Posts $59.8 Million Net Income in Fourth Quarter
--------------------------------------------------------------
Beazer Homes USA, inc., reported net income of $59.84 million on
$545.90 million of total revenue for the three months ended
Sept. 30, 2014, compared to net income of $11.94 million on
$438.33 million of total revenue for the same period in 2013.

The Company also reported net income of $34.38 million on $1.46
billion of total revenue for the year ended Sept. 30, 2014,
compared to a net loss of $33.86 million on $1.28 billion of total
revenue during the prior year.  Beazer Homes previously reported a
net loss of $145.32 million for the year ended Sept. 30, 2012, and
a net loss of $204.85 million for the year ended Sept. 30, 2011.

The Company's balance sheet at Sept. 30, 2014, showed $2.06
billion in total assets, $1.78 billion in total liabilities and
$279.11 million in total stockholders' equity.

"We are very pleased to report positive net income for fiscal year
2014," said Allan Merrill, CEO of Beazer Homes.  "Returning to
profitability represents a key milestone for our employees and
shareholders - particularly because it was achieved from fewer new
home communities, lower home closings and in a challenging home
sales environment.  With an expanded community count as we enter
fiscal 2015, I'm confident we have built a foundation that will
deliver greater profitability in the years ahead."

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

                        http://is.gd/AtqM2J

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

                           *     *     *

Beazer carries a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's.

In the Jan. 30, 2013, edition of the TCR, Moody's Investors
Service raised Beazer Homes USA, Inc.'s corporate family rating to
'Caa1' from 'Caa2' and probability of default rating to 'Caa1-PD'
from 'Caa2-PD'.  The ratings upgrade reflects Moody's increasing
confidence that Beazer's credit metrics, buoyed by a stregthening
housing market, will gradually improve for at least the next two
years and that the company may be able to return to a modestly
profitable position as early as fiscal 2014.

As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'.  The upgrade and the stable
outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013.  The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.


BERNARD L MADOFF: Court OKs SIPA Trustee, Blumenfeld Settlement
---------------------------------------------------------------
Irving H. Picard, Securities Investor Protection Act (SIPA)
Trustee for the liquidation of Bernard L. Madoff Investment
Securities LLC (BLMIS), on Nov. 18 disclosed that the U.S.
Bankruptcy Court for the Southern District of New York approved a
settlement between the SIPA Trustee and the defendants in Picard
v. Edward Blumenfeld, et al.  The settlement motion was filed with
the Bankruptcy Court on Oct. 17, 2014.

The agreement has an aggregate potential value of approximately
$62 million for the BLMIS Customer Fund.  The Blumenfeld
defendants have agreed to make an immediate payment of $32.75
million to the BLMIS Customer Fund for the benefit of BLMIS
customers with allowed claims.  The Blumenfeld defendants have
also agreed to transfer their customer claims in the Madoff SIPA
liquidation, totaling approximately $29 million, to the SIPA
Trustee.  Since the customer claims are already entitled to the
four interim pro rata distributions, plus the $500,000 SIPC
advance, the BLMIS Customer Fund will immediately benefit by an
additional $17.7 million, making the total current payment
approximately $50.47 million.  The SIPA Trustee will capture all
future pro rata distributions on the transferred claims for the
benefit of BLMIS customers with allowed claims.

The SIPA Trustee believes the settlement is in the best interests
of BLMIS customers with allowed claims, given the uncertainties,
delays, and cost associated with a protracted, complex litigation
involving several dozen defendants.

The recovery agreement with the Blumenfeld defendants represents
the third negotiated agreement achieved within the past four weeks
by the SIPA Trustee and his team for the benefit of BLMIS
customers with allowed claims:

On Nov. 17, the SIPA Trustee filed a motion seeking approval of a
recovery agreement with the Herald and Primeo feeder funds that
will return approximately $497 million to the BLMIS Customer Fund.

On Nov. 18, the SIPA Trustee filed a motion seeking approval of a
recovery agreement with the Senator Fund SPC, also a BLMIS feeder
fund, that will return approximately $95 million to the BLMIS
Customer Fund.

If approved by the Court, these three agreements bring
approximately $642 million into the Customer Fund; in addition,
these settlements will increase the recovery for the BLMIS
customers by 1.879 percent.

The Bankruptcy Court will hold a hearing for approval of the
Herald and Primeo settlement motion and the Senator settlement
motion on Wednesday, December 17, 2014.

One hundred percent of the SIPA Trustee's recoveries will be
allocated to the Customer Fund for distribution to BLMIS customers
with allowed claims.  To date, the SIPA Trustee has recovered more
than $9.8 billion and has distributed almost $6 billion, which
includes approximately $816.2 million in committed advances from
the Securities Investor Protection Corporation (SIPC).  The costs
associated with the SIPA Trustee's recovery and settlement efforts
are paid by SIPC, which administers a fund drawn upon assessments
on the securities industry.  No fees or other costs of
administration are paid from recoveries obtained by the SIPA
Trustee for the benefit of BLMIS customers with allowed claims.

The SIPA Trustee's motion can be found on the United States
Bankruptcy Court's website at http://www.nysb.uscourts.gov/
Bankr. S.D.N.Y., No. 08-01789 (BRL). In addition, the motion -- as
well as information on overall recoveries to date, other legal
actions, settlements, and other issues -- can be found on the SIPA
Trustee's website: www.madofftrustee.com

Counsel to the SIPA Trustee for the liquidation of BLMIS in this
settlement are Howard L. Simon, Kim M. Longo and Antonio J. Casas
of Windels Marx Lane & Mittendorf, LLP, who serve as Special
Counsel to the SIPA Trustee.  In addition to Windels Marx,
Mr. Picard and David Sheehan, Chief Counsel to the SIPA Trustee,
would like to thank the Securities Investor Protection
Corporation's Kevin Bell who assisted with the work on this
settlement.

                     About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims, with the fourth
and latest batch of distributions done in May 2014.  Distributions
to eligible claimants have totaled almost $6 billion, which
includes $812.2 million in committed advances from the SIPC.  More
than 1,100 victims have already recovered the full principal they
lost in the fraud.

As of May 2014, Mr. Picard has recovered or reached agreements to
recover $9.8 billion since his appointment in December 2008.


BERNARD L MADOFF: Herald Enter Into Settlement Deal with Trustee
----------------------------------------------------------------
Russell Smith and Niall Goodsir-Cullen of BDO CRI (Cayman) Ltd.,
the Principal Liquidators of Herald Fund SPC (In Official
Liquidation), on Nov. 17 announced the achievement of a global
settlement agreement with Irving H. Picard, Trustee for the Estate
of Bernard L. Madoff Investment Securities LLC which is considered
to be very beneficial to Herald's stakeholders.  The Principal
Liquidators were assisted by their US and Cayman Islands legal
counsel (respectively, Kirkland & Ellis LLP: led by partners
Joseph Serino and David Flugman; and Walkers: led by partner
Matthew Goucke).

The settlement agreement, which was made public on Nov. 17 in New
York through a filing with the U.S. Bankruptcy Court for the
Southern District of New York, achieves an allowed customer claim
for Herald in the BLMIS estate in the amount of approximately
$1.64 billion free of any subordination or holdback and a full
resolution of the Trustee's clawback claims against Herald,
originally asserted in the amount of $578 million.  Herald's
shareholders will not be required to enter into any due diligence
procedures with the Trustee in order to be eligible for
distributions in Herald's liquidation.

Under the terms of the settlement, Herald will receive a credit of
$100 million against its clawback liability in connection with a
payment made earlier this year by JPMorgan, part of which was in
satisfaction of clawback claims asserted against JPMorgan in its
capacity as a Herald shareholder.  Applying this credit, and other
credits of $10 million, to the amount of the withdrawals made by
Herald through its Luxembourg-based custodian, HSBC Securities
Services (Luxembourg) S.A. ("HSSL"), Herald has agreed to pay the
Trustee $467,701,943 in full satisfaction of the Trustee's claims
against Herald.

Herald's customer claim will be allowed in the amount of
$1,639,896,943, calculated by adding 100% of the agreed clawback
liability onto the $1,172,195,000 net loss of invested principal
suffered by Herald's investors in the Madoff fraud.  This marks
the first time in several years that the Trustee has agreed to a
full 100% springing claim in a settlement.

Herald will be entitled to a catch-up distribution on its allowed
customer claim of $755 million and the parties have agreed to
deduct the full amount of Herald's clawback liability from this
catch-up distribution.  After subtracting $29 million which Herald
is temporarily advancing on behalf of its largest investor, Primeo
Fund (In Official Liquidation), to satisfy Primeo's own clawback
liability, the Principal Liquidators expect to receive
$260 million in cash in early January 2015.

Assuming a 75% total recovery on Madoff customer claims, Herald
expects to receive approximately $500 million in addition to the
money it will receive in catch-up distributions, bringing its
ultimate total recovery under this settlement to $760 million in
unencumbered cash available to distribute to its investors.  This
amount does not include the $13 million to $15 million that Herald
expects to receive from the JPMorgan class action settlement, nor
does it include the value of Herald's ongoing claim against HSSL
in the Luxembourg Courts as well as other potential claims.

Herald will receive a full release from the Trustee and Herald's
shareholders will receive a release from any claim that the
Trustee may have in connection with those shareholders investments
in, or withdrawals from, Herald.

The settlement remains subject to approval by the Grand Court of
the Cayman Islands and by the Bankruptcy Court in New York, which
hearings have been scheduled to take place before the end of 2014.

The Principal Liquidators consider this to be an excellent result
for the Herald's stakeholders and one which has been achieved
expeditiously given that Herald's liquidation commenced in July
2013.

                    About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims, with the fourth
and latest batch of distributions done in May 2014.  Distributions
to eligible claimants have totaled almost $6 billion, which
includes $812.2 million in committed advances from the SIPC.  More
than 1,100 victims have already recovered the full principal they
lost in the fraud.

As of May 2014, Mr. Picard has recovered or reached agreements to
recover $9.8 billion since his appointment in December 2008.


BERNARD L MADOFF: Dec. 17 Hearing Set for BLMIS Settlement Motion
-----------------------------------------------------------------
Irving H. Picard, Securities Investor Protection Act (SIPA)
Trustee for the liquidation of Bernard L. Madoff Investment
Securities LLC (BLMIS), filed a motion on Nov. 17 in the United
States Bankruptcy Court for the Southern District of New York
seeking approval of a settlement agreement with Herald Fund SPC
and Primeo Fund, two feeder funds primarily invested in BLMIS.

Under the terms of the agreement, the settlement will benefit the
BLMIS Customer Fund by approximately $497 million.  The agreement,
once approved, will increase total Customer Fund recoveries to
more than $10.3 billion.

"By any measure, the settlement terms are highly advantageous, not
only to BLMIS direct customers with allowed claims, but also
potentially to the indirect investors in the Herald Fund," said
Oren Warshavsky, lead counsel for the matter and architect of the
settlement on behalf of the SIPA Trustee.  "Every account in the
SIPA liquidation must first be brought to a level playing field,
so that those entitled to Customer Fund assets may receive
distributions.  These recoveries -- once approved by the Court --
will be combined with existing, available funds and distributed on
a fair and orderly basis to all BLMIS customers with allowed
claims.  That will now include Herald Fund SPC."

The Herald Fund will receive an allowed claim of approximately
$1.6 billion in the BLMIS liquidation.  With this allowed claim,
Herald is entitled to catch-up payments from the four interim
distributions to BLMIS victims to date.  Out of these catch-up
payments, the first approximately $497 million will be used to pay
the amount owed by Herald Fund to the BLMIS Customer Fund.  As of
approval of the settlement, Herald Fund SPC becomes an allowed
claimant and will receive further distributions along with all
other BLMIS customers with allowed claims not yet fully satisfied.

"These were complex negotiations conducted across international
borders.  This settlement is a testament to the determination of
the SIPA Trustee and the sophisticated asset-tracing and recovery
skills of our legal teams, who negotiate on the SIPA Trustee's
behalf for the benefit of all BLMIS customers," said Geoffrey
North, a partner at BakerHostetler LLP, the court-appointed
counsel to the SIPA Trustee.  "In the filing, the SIPA Trustee
noted that the agreement avoids the cost and delay of what could
otherwise have been lengthy and contentious litigation."

Both Primeo and Herald, currently in liquidation in the Cayman
Islands, deposited more in BLMIS than they ultimately withdrew
before the bankruptcy was announced on December 11, 2008.  In
accordance with the United States Bankruptcy Code, the SIPA
Trustee and his team negotiated a return of the approximately $497
million for equitable distribution to all BLMIS customers with
allowed claims whose claims are not yet fully satisfied. To date,
the SIPA Trustee has allowed 2,528 claims related to 2,198 BLMIS
accounts.  Of these accounts, 1,131 accounts ? or all allowed
claims totaling $925,000 or less ? have been fully satisfied.

Additional terms of the settlement with the Funds' liquidators are
as follows:

    * The approximately $497 million represents the return of the
$500,000 SIPC advance to the BLMIS Customer Fund and settlement
payments from the Funds consisting of 100 percent of the
withdrawals made by Herald from BLMIS within six years prior to
the BLMIS liquidation filing date and approximately $29 million
from Primeo.

    * At closing, the SIPA Trustee shall pay Herald approximately
$258 million, consisting of the balance of the catch-up
distribution owed to Herald under its allowed claim, for
distribution to indirect investors.  Herald shall continue to have
an allowed customer claim of approximately $1.6 billion,
representing the net equity of the indirect investors in the
Herald Fund. Primeo has forfeited all claims.

One hundred percent of the SIPA Trustee's recoveries will be
allocated to the Customer Fund for distribution to BLMIS customers
with allowed claims.  To date, the SIPA Trustee has recovered more
than $9.8 billion and has distributed almost $6 billion, which
includes approximately $816.2 million in committed advances from
the Securities Investor Protection Corporation (SIPC).  The costs
associated with the SIPA Trustee's recovery and settlement efforts
are paid by SIPC, which administers a fund drawn upon assessments
on the securities industry.  No fees or other costs of
administration are paid from recoveries obtained by the SIPA
Trustee for the benefit of BLMIS customers with allowed claims.

The SIPA Trustee's motion can be found on the United States
Bankruptcy Court's website at http://www.nysb.uscourts.gov/
Bankr. S.D.N.Y., No. 08-01789 (BRL).  In addition, the motion ? as
well as information on overall recoveries to date, other legal
actions, settlements, and other issues -- can be found on the SIPA
Trustee's Web site: http://www.madofftrustee.com/

The Bankruptcy Court will hold a hearing for approval of the
settlement motion on Wednesday, Dec. 17, 2014.

In addition to Mr. Warshavsky and Mr. North, Mr. Picard and David
Sheehan, Chief Counsel to the SIPA Trustee, would like to thank
the Securities Investor Protection Corporation's Kevin Bell and
Lauren Attard and BakerHostetler attorneys Gonzalo Zeballos,
Tatiana Markel, Dominic A. Gentile, Maryanne Stanganelli, Jessie
Kuhn and Anat Maytal who assisted with the work on this
settlement.

                    About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims, with the fourth
and latest batch of distributions done in May 2014.  Distributions
to eligible claimants have totaled almost $6 billion, which
includes $812.2 million in committed advances from the SIPC.  More
than 1,100 victims have already recovered the full principal they
lost in the fraud.

As of May 2014, Mr. Picard has recovered or reached agreements to
recover $9.8 billion since his appointment in December 2008.


BERNARD L MADOFF: Trustee Seeks Court Nod on Senator Settlement
---------------------------------------------------------------
Irving H. Picard, Securities Investor Protection Act (SIPA)
Trustee for the liquidation of Bernard L. Madoff Investment
Securities LLC (BLMIS), filed a motion on Nov. 18 in the United
States Bankruptcy Court for the Southern District of New York
seeking approval of a recovery agreement with Senator Fund SPC, a
Cayman Islands incorporated investment fund invested exclusively
with BLMIS.

Under the terms of the recovery agreement, the settlement will
benefit the BLMIS Customer Fund by $95 million. Approval of the
Senator agreement is pending with the United States Bankruptcy
Court.  In addition, a recovery agreement of approximately $497
million, reached between the SIPA Trustee and the Herald/Primeo
feeder funds, is also pending approval with the Bankruptcy Court.
Once both agreements are final, and combined with the agreement
reached with the Blumenfeld defendants and approved by the Court
on November 18, 2014, total BLMIS Customer Fund recoveries will be
approximately $10.5 billion.

"The SIPA Trustee's legal team at BakerHostetler has worked
diligently over the years to bring the maximum amount back into
the BLMIS Customer Fund, and with these two settlements -- Senator
and Primeo/Herald -- total recoveries to date have now crossed
well beyond the $10 billion threshold," said Oren Warshavsky, lead
counsel for the matter and architect of the settlement on behalf
of the SIPA Trustee.  "Our colleagues at Windels Marx, who serve
as Special Counsel to the SIPA Trustee on the Blumenfeld
settlement approved [Tues]day by the United States Bankruptcy
Court, have also worked tirelessly for the benefit of BLMIS
customers.  Together, these three settlements show that the SIPA
Trustee and his legal team continue to work towards a full
recovery for BLMIS customers with allowed claims."

The agreement with Senator represents 100 percent of the principal
withdrawals by Senator from BLMIS.  As Senator deposited more into
its BLMIS account than it withdrew, the fund will receive an
allowed claim of approximately $239 million.  With this allowed
claim, Senator is entitled to catch-up payments from the four
interim distributions to BLMIS victims to date.  Out of these
catch-up payments, the first $95 million will be used to pay the
amount owed by Senator to the BLMIS Customer Fund.  As of approval
of the settlement, Senator becomes an allowed claimant and will
receive further distributions along with all other BLMIS customers
with allowed claims who are not yet fully satisfied.

Senator also agreed to share with the SIPA Trustee half of the
proceeds of other Senator claims, including its claims against
HSSL, HSBC Bank plc and other entities, for the benefit of the
BLMIS Customer Fund.  Senator has indicated that it will be filing
claims against HSSL in Luxembourg, for, among other things, HSSL's
liability related to its role as Senator's custodian and
administrator.

Geoffrey North, a partner at BakerHostetler LLP, the court-
appointed counsel to the SIPA Trustee, said, "The SIPA Trustee's
motion asks that the agreement should be approved because it
confers a significant benefit to the BLMIS Customer Fund, avoids
lengthy, burdensome, and expensive litigation and because it
represents a fair and reasonable compromise of the SIPA Trustee's
claims and the customer claim."

The Senator recovery agreement represents the third negotiated
agreement finalized within the past four weeks by the SIPA Trustee
and his legal teams for the benefit of BLMIS customers with
allowed claims.  All together, and if approved by the Court, these
three agreements will bring approximately $642 million into the
Customer Fund; in addition, these settlements will increase the
recovery for the BLMIS customers by 1.879 percent.

One hundred percent of the SIPA Trustee's recoveries will be
allocated to the Customer Fund for distribution to BLMIS customers
with allowed claims.  To date, the SIPA Trustee has recovered more
than $9.8 billion and has distributed almost $6 billion, which
includes approximately $816.2 million in committed advances from
the Securities Investor Protection Corporation (SIPC).  The costs
associated with the SIPA Trustee's recovery and settlement efforts
are paid by SIPC, which administers a fund drawn upon assessments
on the securities industry.  No fees or other costs of
administration are paid from recoveries obtained by the SIPA
Trustee for the benefit of BLMIS customers with allowed claims.

The SIPA Trustee's motion can be found on the United States
Bankruptcy Court's website at http://www.nysb.uscourts.gov/
Bankr. S.D.N.Y., No. 08-01789 (BRL). In addition, the motion ? as
well as information on overall recoveries to date, other legal
actions, settlements, and other issues -- can be found on the SIPA
Trustee's Web site: http://www.madofftrustee.com/

The Bankruptcy Court will hold a hearing for approval of the
Senator and the Primeo/Herald settlement motions on Wednesday,
December 17, 2014.

In addition to Mr. Warshavsky and Mr. North, the SIPA Trustee and
David Sheehan, Chief Counsel to the SIPA Trustee, would like to
thank the Securities Investor Protection Corporation's Kevin Bell
and Lauren Attard as well as BakerHostetler attorneys Gonzalo
Zeballos, Tatiana Markel, Dominic Gentile, Maryanne Stanganelli
and Carrie Longstaff, who assisted with the work on this
settlement.

                   About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport
Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and
Steven Morganstern -- assert US$64 million in claims against Mr.
Madoff based on the balances contained in the last statements they
got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims, with the fourth
and latest batch of distributions done in May 2014.  Distributions
to eligible claimants have totaled almost $6 billion, which
includes $812.2 million in committed advances from the SIPC.  More
than 1,100 victims have already recovered the full principal they
lost in the fraud.

As of May 2014, Mr. Picard has recovered or reached agreements to
recover $9.8 billion since his appointment in December 2008.


BLACK & WHITE LAB: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Black & White Lab, Inc.
        4701 Springhill Estates
        Allen, TX 75002

Case No.: 14-42425

Chapter 11 Petition Date: November 18, 2014

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Judge: Hon. Brenda T. Rhoades

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

Total Assets: $307,670

Total Liabilities: $1.46 million

The petition was signed by Lou George, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb14-42425.pdf


BOUTIN'S: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------
Boutin's filed on Nov. 12, 2014, for Chapter 11 bankruptcy
protection, disclosing $100,000 to $500,000 in assets and $500,000
to $1 million in liabilities.  Court documents show that the
Debtor's largest creditors are Farmers Merchants Bank and Trust,
Doerle Food Service, and American Express.

The restaurant will remain open throughout the reorganization
process, Stephanie Riegel at Baton Rouge Business Report relates,
citing Boutin's owner, Lynn Boutin.

Boutin's is a Bluebonnet Boulevard eatery that features Cajun
cuisine and live Cajun music.  It has been in operation since
2001.


BROADWAY FINANCIAL: Files Form 10-Q, Posts $765K Net Income in Q3
-----------------------------------------------------------------
Broadway Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $765,000 on $3.87 million of total interest income
for the three months ended Sept. 30, 2014, compared with net
income of $584,000 on $3.81 million of total interest income for
the same period a year ago.

For the nine months ended Sept. 30, 2014, the Company reported net
income of $1.81 million on $11.54 million of total interest income
compared with a net loss of $260,000 on $11.89 million of total
interest income for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $338 million
in total assets, $311 million in total liabilities and
$27.4 million in total stockholders' equity.

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

                         http://is.gd/NY6FMv

                      About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is regulated by the Board of Governors of the Federal
Reserve System.  The Bank is regulated by the Office of the
Comptroller of the Currency and the Federal Deposit Insurance
Corporation.

Broadway Financial reported a loss allocable to common
stockholders of $1.08 million in 2013, a loss allocable to common
stockholders of $693,000 in 2012 and a net loss available to
common shareholders of $15.36 million in 2011.


BUDD COMPANY: Exclusive Right to File Plan Extended to March 31
---------------------------------------------------------------
The Budd Company, Inc. obtained a court order extending the period
of time during which it alone holds the right to file a Chapter 11
plan.

The order signed by U.S. Bankruptcy Judge Jack Schmetterer
extended the company's exclusive right to propose a bankruptcy
plan to March 31, 2015, and to solicit votes from creditors to
May 31, 2015.

The extension would prevent others from filing rival plans in
court and maintain the company's control over its bankruptcy case.

Budd said the extension would give the company enough time to
complete its investigations of potential claims against
ThyssenKrupp North America, Inc. and its corporate affiliates "to
better gauge the value of the [company's] assets" available for
distribution to creditors.

                     About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in
liabilities as of the Chapter 11 filing.

The Hon. Jack B. Schmetterer oversees the case.  The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.

The U.S. Trustee appointed five individuals to serve on the
Committee of Executive & Administrative Retirees.  The Segal
Company (Eastern States), Inc. serves as the Committee's actuarial
consultant.  The Committee retained Solic Capital Advisors, LLC as
its financial advisor.

Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois,
represents the ad hoc committee of asbestos personal injury
claimants.


CAESARS ENTERTAINMENT: Names Eric Hession Chief Financial Officer
-----------------------------------------------------------------
Caesars Entertainment Corporation announced the appointment of
Eric Hession, the company's senior vice president and treasurer,
as chief financial officer, effective Jan. 1, 2015.  Mr. Hession
will succeed Donald Colvin, who is retiring from the company
effective Dec. 31, 2014.  Mr. Hession's appointment is subject to
regulatory approval.

Mr. Colvin's departure from the Company is unrelated to the
company's financial condition or financial reporting.  There is no
disagreement between Colvin and the company, the Company said in a
press release.

"Eric has been an invaluable member of the finance team at Caesars
and I am pleased to welcome him to the senior management team.
His tenure with the company coupled with his experience and
leadership track record makes him ideally suited to assume the
role of CFO.  Eric is highly regarded inside and outside of the
company and I have the upmost confidence in him to do a fantastic
job," said Gary Loveman, chairman, chief executive officer and
president of Caesars Entertainment Corporation.

As CFO, Mr. Hession, 40, will be responsible for Caesars' finance
functions and will report to Mr. Loveman.  In his current
capacity, Mr. Hession is responsible for financial planning,
treasury and investor relations.  He joined the company in 2002
after four years with Merck & Co.  Mr. Hession has an
undergraduate degree in engineering from Cornell University and an
M.B.A. from the Fuqua School of Business at Duke University.

"I am excited for this new opportunity and look forward to working
with our team and our stakeholders to further strengthen Caesars'
financial position and drive greater value for our shareholders,"
Hession said.

Mr. Loveman continued, "On behalf of the Board of Directors and
management team, I would like to thank Donald for his
contributions to Caesars.  During this time, he has been a
significant asset in helping to guide the expansion of our
distribution network and improve the company's capital structure.
We wish him all the best."

"I will leave the finance team in the very capable hands of Eric
and with the confidence that Caesars is well positioned to achieve
continued growth and success," Colvin said.

In connection with his retirement, Mr. Colvin and Caesars
Enterprise Services, LLC, are entering into a consulting agreement
under which Mr. Colvin will provide transitional assistance to the
Company and Mr. Hession for a period of 18 months.  In exchange
for these services, Mr. Colvin will receive $58,333 per month.
Additionally, Mr. Colvin's options and restricted stock units that
are scheduled to vest on Jan. 2, 2015, will vest, Mr. Colvin may
participate in a performance bonus for 2014 in CES' discretion and
CES will reimburse Mr. Colvin his COBRA payments, if any.

Pursuant to the employment agreement, Mr. Hession's base salary
will be $700,000, subject to periodic review and increases as
approved by CES.  Mr. Hession will participate in the annual
incentive bonus programs and will be eligible to earn an annual
bonus in accordance with the terms of the programs.  Mr. Hession
will be entitled to receive benefits and perquisites at least as
favorable to those presently provided.

                     About Caesars Entertainment

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

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

Caesars Entertainment reported a net loss of $2.93 billion in
2013, as compared with a net loss of $1.50 billion in 2012.  The
Company's balance sheet at Sept. 30, 2014, showed $24.49
billion in total assets, $28.20 billion in total liabilities and a
$3.71 billion total deficit.

                           *     *     *

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

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

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

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


CENTRAL FEDERAL: Reports $286,000 Net Income for Third Quarter
--------------------------------------------------------------
Central Federal Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $286,000 on $2.91 million of interest and dividend
income for the three months ended Sept. 30, 2014, compared to a
net loss of $385,000 on $1.93 million of interest and dividend
income for the same period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported net
income of $170,000 on $7.60 million of interest and dividend
income compared to a net loss of $1.74 million on $5.47 million of
interest and dividend income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2014, showed $308 million
in total assets, $273 million in total liabilities and $34.4
million in total stockholders' equity.

Timothy T O'Dell, CEO, commented, "I am pleased to report that
during the third quarter key operating metrics, including earnings
and credit quality, reflect consistently improving quarterly
trends since the recapitalization of the bank in 2012.  Net
interest income, the primary driver of our core earnings,
increased by 75% or roughly a $1 million improvement as compared
to the same period last year.  Credit quality also continued to
show improvement with further reductions in nonperforming loans.
Also, our allowance for loans loss coverage ratio to nonperforming
loans improved to 167% at September 30, 2014 compared to 100% at
December 31, 2013."

"During this quarter, we successfully completed our $12 million
private placement of Series B Preferred Stock, allowing us to
further strengthen our balance sheet and capital levels as well as
position CFBank to continue to take advantage of quality business
and loan opportunities.  Our loan and new business pipelines
remain solid.  In addition, residential mortgage loan volumes also
have increased.  Additionally, we are gaining traction with our
initiatives for growing and expanding our core deposit base."

"Management remains focused on relentless execution, which has
resulted in consistent quarter over quarter improvements in key
fundamental measurements of performance including earnings and
credit quality, along with further strengthening our
infrastructure, processes and procedures.  Based upon the success
of our relationship business model in attracting quality
customers, along with our presence in three major metro markets,
we remain enthused about our prospects for continuing these
positive trajectories."

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

                        http://is.gd/8FQm8d

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

As reported by the TCR on April 24, 2014, the Board of Directors
of Central Federal approved the engagement of BKD, LLP, to serve
as the Company's independent registered public accounting firm for
the year ending Dec. 31, 2014.  Crowe Horwath LLP was dismissed as
the Company's accounting firm on April 17, 2014.

The Office of the Comptroller of the Currency has terminated the
Cease and Desist Order against CFBank, a subsidiary of Central
Federal Corporation, effective Jan. 23, 2014.  The CFBank Order
has been in place since May 25, 2011, which was prior to the 2012
capital raise and recapitalization of Central Federal Corporation
and CF Bank by the current management team and standby investor
group led by Timothy O'Dell (CEO), Thad Perry (President) and
Robert Hoeweler (Chairman).

Central Federal reported a net loss of $918,000 in 2013, a net
loss of $3.76 million in 2012 and a net loss of $5.42 million
in 2011.


CHINA CERAMICS: Receives Nasdaq Listing Non-Compliance Notice
-------------------------------------------------------------
China Ceramics Co., Ltd., a Chinese manufacturer of ceramic tiles
used for exterior siding and for interior flooring and design in
residential and commercial buildings, on Nov. 18 disclosed that on
November 12, 2014, it received a written notice from the Listing
Qualifications department of The Nasdaq Stock Market indicating
that the Company is not in compliance with the minimum bid price
requirement of $1.00 set forth in Nasdaq Listing Rule 5450(a)(1)
for continued listing on the Nasdaq Global Market.

The Nasdaq Listing Rules require listed securities to maintain a
minimum bid price of $1.00 per share and, based upon the closing
bid price for the 30 consecutive days ended November 11, 2014, the
Company did not meet this requirement.  China Ceramics has been
provided a 180 day period in which to regain compliance. During
this period, the closing bid price of the Company's ordinary
shares must be at least $1.00 for a minimum of ten consecutive
business days to regain compliance.  In addition, following the
initial 180 day period, China Ceramics may be eligible for an
additional 180 day period to regain compliance after review by the
Nasdaq Staff.

China Ceramics will work to regain compliance during the initial
180 day compliance period and will actively monitor its
performance with respect to the listing standards.  The
notification letter has no effect on the listing of the Company's
ordinary shares at this time and the shares will continue to trade
on the Nasdaq Global Market under the ticker "CCCL".

                 About China Ceramics Co., Ltd.

China Ceramics Co., Ltd. -- http://www.cceramics.com-- is a
manufacturer of ceramic tiles in China.  The Company's ceramic
tiles are used for exterior siding, interior flooring, and design
in residential and commercial buildings.  China Ceramics'
products, sold under the "Hengda" or "HD", "Hengdeli" or "HDL",
the "TOERTO" and "WULIQIAO" brands, and the "Pottery Capital of
Tang Dynasty" brands, are available in over 2,000 style, color and
size combinations and are distributed through a network of
exclusive distributors as well as directly to large property
developers.


CHINA PRECISION: Delays Form 10-Q for Third Quarter
---------------------------------------------------
China Precision Steel, Inc., filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its quarterly report on Form 10-Q for the quarter
ended Sept. 30, 2014.  The Company was not, without unreasonable
effort or expense, able to file its Quarterly Report on Form 10-Q
for the quarter ended Sept. 30, 2014, by Nov. 14, 2014.  The
Company anticipates that it will file its Form 10-Q within the
"grace" period provided by Securities Exchange Act Rule 12b-25.

                   About China Precision Steel

China Precision Steel -- http://chinaprecisionsteelinc.com-- is a
niche precision steel processing company principally engaged in
the production and sale of high precision cold-rolled steel
products and provides value added services such as heat treatment
and cutting medium and high carbon hot-rolled steel strips. China
Precision Steel's high precision, ultra-thin, high strength (7.5
mm to 0.05 mm) cold-rolled steel products are mainly used in the
production of automotive components, food packaging materials, saw
blades, steel roofing and textile needles.  The Company sells to
manufacturers in the People's Republic of China as well as
overseas markets such as Nigeria, Ethiopia, Thailand and
Indonesia.  China Precision Steel was incorporated in 2002 and is
headquartered in Sheung Wan, Hong Kong.

China Precision reported a net loss of $37.51 million on $47.19
million of sales revenues for the year ended June 30, 2014,
compared to a net loss of $68.93 million on $36.52 million of
sales revenues in 2013.

The Company's balance sheet at June 30, 2014, showed $77.85
million in total assets, $63.20 million in total liabilities, all
current, and $14.64 million in total stockholders' equity.

MSPC Certified Public Accountants and Advisors, A Professional
Corporation, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2014.  The independent auditors noted that the Company
suffered very significant losses for the years ended June 30,
2014, and 2013, respectively.  Additionally, the Company defaulted
on interest and principal repayments of bank borrowings that raise
substantial doubt about its ability to continue as a going
concern.


COLT DEFENSE: S&P Raises CCR to 'CCC' & Removes From Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S.-based gun manufacturer Colt Defense LLC to 'CCC'
from 'CCC-' and removed all ratings from CreditWatch, where they
were placed with negative implications on Nov. 13, 2014.  The
outlook is developing.  The issue-level rating on the unsecured
notes is unchanged at 'CC' with a recovery rating of '6',
indicating expectations for negligible (0%-10%) recovery in a
payment default scenario.

"The upgrade reflects a reduced likelihood of default in the
coming months following a recent refinancing that improved the
company's liquidity profile somewhat," said Standard & Poor's
credit analyst Chris Mooney.

On Nov. 17, 2014, Colt entered into a new unrated $70 million
senior secured term loan due 2018.  Proceeds were used to repay
the existing $48 million term loan, make a $10.9 million interest
payment due Nov. 17, 2014, and bolster liquidity.  The new term
loan eliminates financial covenant constraints and required
amortization.  But despite these benefits, Standard & Poor's still
views the company's liquidity position as weak because of
uncertain prospects for future cash flow.

"We believe significant uncertainty surrounds future revenue and
cash flow, as Colt has been forced to rely more on international
and commercial sales to replace lost U.S. government demand," said
Mr. Mooney.  "International markets represent a promising
opportunity in that they often carry relatively high margins, but
they also attract many competitors, and the timing and magnitude
of future orders is difficult to predict.  Commercial rifle demand
is also difficult to predict and sales have declined faster than
we expected in 2014."

The developing outlook stems from a weak, albeit somewhat
improved, liquidity profile that uncertain operating conditions
will influence over the next year.  It is currently unclear
whether Colt will be able to generate positive cash flow in 2015.


COMMUNITY FIRST: Regulator Terminates Written Agreement
-------------------------------------------------------
Community First, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
allocable to common shareholders of $192,000 on $3.99 million of
total interest income for the three months ended Sept. 30, 2014,
compared to a net loss allocable to common shareholders of $5,000
on $4.32 million of total interest income for the same period in
2013.

For the nine months ended Sept. 30, 2014, the Company reported net
income available to common shareholders of $644,000 on $12 million
of total interest income compared to net income available to
common shareholders of $9,000 on $13.27 million of total interest
income for the same period a year ago.

As of Sept. 30, 2014, the Company had $437.03 million in total
assets, $427.02 million in total liabilities and $10.01 million in
total shareholders' equity.

                  Written Agreement Terminated

As a result of improvements in the Bank's financial condition and
results of operations and the Bank's compliance with the terms
thereof, the written agreement that the Bank had entered into with
the Tennessee Department of Financial Institutions on March 14,
2013, was terminated effective Oct. 29, 2014.  In addition, the
Federal Deposit Insurance Corporation has notified the Bank that
it intends to terminate the consent order that was entered into
with the Bank on Sept. 20, 2011.

In connection with the termination of the written agreement the
Bank had entered into with the Department and the anticipated
termination of the Consent Order, the Bank reached an
understanding with the FDIC and the Department in the form of a
single informal agreement with both agencies.  The informal
agreement significantly reduces the restrictions that were placed
on the Bank under the Consent Order and the written agreement with
the Department.  The informal agreement requires that the Bank,
among other things:

   * Maintain the following minimum regulatory capital ratios:
     Leverage Capital 8.0%; Tier I Risk Based Capital 10.00%; and
     Total Risk Based Capital 12.00%.

   * Receive prior written consent of each of the FDIC and the
     Department before the Bank declares or pays any cash
     dividends.

   * Develop a written profit plan to improve the Bank's earnings.

On March 14, 2013, the Bank entered into a written agreement with
the Tennessee Department of Financial Institutions, the terms of
which are substantially the same as those of the Consent Order,
including as to required minimum levels of capital the Bank must
maintain.

The Bank's Tier 1 capital to Average Assets as of December 31,
2013 was below those that the Bank agreed to achieve under the
terms of the Consent Order.  Based on December 31, 2013 levels of
average assets and risk-weighted assets, the required amount of
additional Tier 1 capital necessary for the Bank to meet the
requirements of the Consent Order was approximately $386.  As a
result of entering into the Consent Order, the Bank is subject to
additional limitations on its operations including accepting,
rolling over, or renewing brokered deposits, which could adversely
affect the Bank's liquidity and/or operating results.  By virtue
of entering into the Consent Order, the Bank is also limited from
paying deposit rates above national rate caps published weekly by
the FDIC, unless the Bank is determined to be operating in a high-
rate market area.  On December 1, 2011, the Bank received
notification from the FDIC that it is operating in a high-rate
environment, which allows the Bank to pay rates higher than the
national rate caps, but continues to limit the Bank to rates that
do not exceed the prevailing rate in the Bank's market by more
than 75 basis points.  The Bank is also limited, as a result of
its condition, in its ability to pay severance payments to its
employees and must receive the consent of the FDIC and the
Department to appoint new officers or directors.

"As of December 31, 2013, we believe that the Bank is in
compliance with all provisions of the Consent Order that were
required to be completed by December 31, 2013, with the exception
of attaining the Tier I capital to average assets ratio required
by the Consent Order.  In accordance with the terms of the Consent
Order, management has submitted a capital plan with the objective
of attaining the capital ratios required by the Consent Order.
The FDIC has accepted the capital plan.  In addition to the
capital plan, all other plans required by the Consent Order have
been prepared and submitted to the FDIC and have been accepted by
the FDIC," the Company said in the annual report for the year
ended Dec. 31, 2013.

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

                        http://is.gd/dIb8mO

                       About Community First

Columbia, Tenn.-based Community First, Inc., is a registered bank
holding company under the Bank Holding Company Act of 1956, as
amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  The Bank
conducts substantially all of its banking activities in Maury,
Williamson and Hickman Counties, in Tennessee.


COMMUNITYONE BANCORP: Rights Plan Expired on November 10
--------------------------------------------------------
The Board of Directors of CommunityOne Bancorp approved an
amendment to the Tax Benefits Preservation Rights Plan, dated as
of April 15, 2011, between the Company and Register and Transfer
Company, to change the Final Expiration Date of the Plan from
Dec. 31, 2014, to Nov. 10, 2014.  The Board of Directors
determined that moving up the expiration date for the Plan and the
Rights was in the best interests of the Company because the
purpose of the Plan to protect the Company's ability to use
certain tax assets has been completed.

                          About CommunityOne

CommunityOne Bancorp (formerly FNB United) is the North Carolina-
based bank holding company for CommunityOne Bank, N.A.
(community1.com), which offers a full range of consumer, mortgage
and business banking services, including loan, deposit, cash
management, wealth and online banking services through 55 branches
in 44 communities throughout the central, southern and western
regions of the state.

CommunityOne Bancorp incurred a net loss of $1.48 million in 2013,
a net loss of $40 million in 2012, and a $137.31 million net loss
in 2011.

The Company's balance sheet at Sept. 30, 2014, showed $2.01
billion in total assets, $1.92 billion in total liabilities and
$94.49 million in total shareholders' equity.


CRS HOLDINGS: Ch. 11 Trustee Can Hire Johnson Pope as Counsel
-------------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Gerard A. McHale, Jr., Chapter 11
trustee for CRS Holding Of America, LLC, et al., to employ the law
firm of Johnson, Pope, Bokor, Ruppel & Burns, LLP as his counsel
nunc pro tunc Oct. 10, 2014.

JP will render such legal services including:

   i) providing legal advice and all legal services necessary to
      assist the trustee in her investigation of the Debtors'
      assets and financial affairs;

  ii) pursuing actions under Chapter 5 of the Bankruptcy Code, if
      any;

iii) prosecuting objections to claims or exemptions designated by
      the trustee as subject to objection; and

  iv) performing additional necessary legal services as may be
      required by the trustee.

The Chapter 11 trustee assured the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

         Michael C. Markham, Esq.
         Angelina E. Lim, Esq.
         JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP
         403 E. Madison Street (33602)
         P.O. Box 1100
         Tampa, FL 33601-1100
         Tel: (813) 225-2500
         Fax: (813) 223-7118
         E-mails: Mikem@jpfirm.com
                  AngelinaL@jpfirm.com

                  About CRS Holding of America

CRS Holding of America, LLC, operates a full service electronics
recycling business, providing e-waste recycling solutions for
organizations of all sizes.  CRS's offerings are designed to meet
customers' demand for data security and environmental compliance.

CRS Holding and 21 subsidiaries sought Chapter 11 protection
(Bankr. M.D. Fla. Case No. 14-bk-10142) in Tampa, Florida, on
August 29, 2014.

CRS estimated total assets of $50 million to $100 million and debt
of $10 million to $50 million.  The Debtors' outstanding loan
balances to secured creditors are: Regions Bank, $15 million; JY
Creative Holdings, Inc. $6.8 million; and Intersection, LLC,
$250,000.  The Debtors estimate that general unsecured claims
total $5 million.

The cases are assigned to Judge K. Rodney May. The Debtors have
tapped Shumaker, Loop & Kendrick, LLP, as counsel.

CRS Holding of America, LLC, reported $812,470 in total assets,
and $37,560,321 in total liabilities.


CRUZ-A-LONG ENTERPRISES: Case Summary & 8 Top Unsec. Creditors
--------------------------------------------------------------
Debtor: Cruz-A-Long Enterprises, LLC
        PO Box 660
        Rush Springs, OK 73082

Case No.: 14-14793

Chapter 11 Petition Date: November 18, 2014

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

Judge: Hon. Niles L. Jackson

Debtor's Counsel: Timothy Barbour, Esq.
                  TIMOTHY BARBOUR, ATTORNEY AT LAW
                  2525 N.W. Expressway, Suite 302
                  Oklahoma City, OK 73112-7230
                  Tel: (405) 286-1603
                  Email: barboursbankruptcybusiness@yahoo.com

Total Assets: $733,000

Total Liabilities: $2.16 million

The petition was signed by Reginald Long, president.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/okwb14-14793.pdf


CTI BIOPHARMA: Completes Offering of 35,000 Preferred Shares
------------------------------------------------------------
CTI BioPharma Corp. entered into an underwriting agreement with
Piper Jaffray & Co. acting as sole book-running manager and as
representative of the several underwriters, relating to the offer
and sale of 35,000 shares of the Company's preferred stock, no par
value per share.  The price to the public in this Offering was
$1,000 per share of Series 21 Preferred Stock.  The net proceeds
to the Company from this Offering are expected to be approximately
$32.3 million, after deducting underwriting discounts, commissions
and other estimated offering expenses.  The Offering closed on
Nov. 13, 2014.

Shares of the Series 21 Preferred Stock will receive dividends in
the same amount as any dividends declared and paid on shares of
common stock, but would be entitled to a liquidation preference
over the common stock in certain liquidation events.  The Series
21 Preferred Stock will have no voting rights on general corporate
matters.

CTI plans to use the net proceeds from this Offering to advance
the commercialization of PIXUVRI(R) (pixantrone), accelerate the
pre-commercial activities for pacritinib, expand the number of
investigator-sponsored trials for pacritinib to diseases other
than myelofibrosis and acute myeloid leukemia and support the
advancement of tosedostat toward registration-directed trials, as
well as for general corporate purposes, which may include, among
other things, funding research and development, preclinical and
clinical trials, the preparation and filing of new drug
applications and general working capital.

                        About CTI BioPharma

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

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

"We believe that our present financial resources (including the
$17.8 million we received in October 2014 under the Servier
Agreement), together with additional milestone payments projected
to be received under certain of our contractual agreements, our
ability to control costs and expected net contribution from
commercial operations in connection with PIXUVRI, will only be
sufficient to fund our operations into the third quarter of 2015.
This raises substantial doubt about our ability to continue as a
going concern," the Company disclosed in its quarterly report on
Form 10-Q for the period ended Sept. 30, 2014.


DELTA AIR: Moody's Assigns Ba3 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service, on Nov. 17, 2014, assigned a Baa3
rating to Delta Air Lines, Inc.'s  $217 million loan facility
secured by five Airbus A330 aircraft ("Loan Facility"). The debt
from this facility represents a portion of the $707 million of
aircraft financing debt that Delta arranged during the third
quarter of 2014. The Corporate Family rating of Delta is Ba3 and
the outlook is positive.

Ratings Rationale

The Loan Facility's Baa3 rating reflects the applicability of
Section 1110 of the US Bankruptcy Code ("Section 1110"), the
importance of the A330 models to Delta's network and an initial
loan-to-value that Moody's estimates at about 68%. The loan-to-
value is expected to reduce below 60% by January 2016, to about
50% by January 2017 and further so thereafter. Moody's utilized
the notching grid for Equipment Trust Certificates included in its
Enhanced Equipment Trust Certificate methodology to rate this loan
facility.

Moody's believes that the aircraft, four Airbus A330-300s
delivered in 2007 and one Airbus A330-200 delivered in 2004 that
secure Delta's obligations under the loan facility will remain
integral to Delta's network over the five year life of the
financing. This lowers the likelihood that Delta would reject this
financing in the unlikely event that it was to pursue a bankruptcy
filing. Section 1110 provides for financings secured by eligible
aircraft to be exempt from the automatic stay provisions of the US
Bankruptcy Code. Pursuant to Section 1110, an airline has a 60 day
option to affirm its obligations under the contract. Affirmation
requires keeping current with payment terms, disaffirmation
requires the prompt return of the aircraft to the secured
party(ies). This feature underpins the notching practices Moody's
uses for rating financings of aircraft subject to Section 1110, or
similar provisions in other legal jurisdictions, including the
Cape Town Convention.

Delta currently operates 21 A330-300s with an average age of 9.1
years, a couple years older than the four A330-300s in this
transaction. Ten of this aircraft model remain on order for
delivery during the next two years. The age of the one A330-200 in
the transaction is level with the average age of the 11 aircraft
of this type in the fleet. Delta presently has no other wide-body
aircraft on order for delivery during the life of the loan
facility; although an open campaign for up to 50 wide-bodies could
be concluded within the next few months. With the announced
retirement of the company's Boeing B747-400s by 2018, Delta will
need all of the wide-bodies it currently operates, further
supporting the importance of the aircraft in this transaction.
Thirteen 747s remained in service at September 30, 2014.

Any combination of future changes in the Corporate Family rating
of Delta and or unexpected material changes in the value of the
aircraft pledged as collateral could cause Moody's to change the
Baa3 rating on the loan facility.

The Ba3 Corporate Family rating reflects Delta's steady earnings,
sizeable free cash flow generation and reductions in funded debt
that have strengthened its credit metrics. Steady demand in
premium cabins, ongoing industry capacity discipline and Delta's
focus on growing ancillary revenues should help unit revenues
outpace growth in unit costs into 2015 as will a lower cost of
fuel. Very good liquidity and a manageable debt maturity profile
also support the Ba3 rating. The positive outlook anticipates that
credit metrics could continue to strengthen during 2015 as long as
there are no significant ill effects on Delta's yields because of
capacity growth and or strategic pricing actions that competitors
pursue. Stability in the price of Brent near current levels should
also support margin expansion for Delta, as well as its peers.

The ratings could be upgraded should gross funded debt approach
$9.0 billion and adjusted debt remain below about $28.5 billion
while balancing debt pay-down, conservative liquidity management
and returns to shareholders, and Delta continues to strengthen its
credit metrics while funding deliveries of new aircraft. The
outlook could be returned to stable if Delta is unable to sustain
its EBITDA margin, possibly because of inflation in non-fuel costs
and or setting capacity too high such that yields decline in
periods when passenger demand wanes. Expectation of an EBITDA
margin that approached 15% or unrestricted cash of less than $3.0
billion and pressure on credit metrics, such as Debt to EBITDA
that approaches 5.0 times or Funds from Operations + Interest to
Interest that approaches 3.0 times, would indicate a negative
shift in the company's credit profile.

The methodologies used in this rating were Global Passenger
Airlines published in May 2012 and Enhanced Equipment Trust And
Equipment Trust Certificates published in December 2010.

Delta Air Lines, Inc., headquartered in Atlanta, Georgia, is the
world's second largest airline, providing scheduled air
transportation for passengers and cargo throughout the U.S. and
around the world.


DELTATHREE INC: Incurs $541,000 Net Loss in Third Quarter
---------------------------------------------------------
deltathree, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q on Nov. 17, 2014.
The Company said it has experienced an unexpected delay in
completing the information required to be included on its
Quarterly Report on Form 10-Q for the period ended Sept. 30, 2014.

The Company reported a net loss of $541,000 on $2.95 million of
revenues for the three months ended Sept. 30, 2014, compared to a
net loss of $510,000 on $4.04 million of revenues for the same
period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $1.33 million on $11.66 million of revenues compared
to a net loss of $1.28 million on $11.98 million of revenues for
the same period last year.

As of Sept. 30, 2014, the Company had $986,000 in total assets,
$9.17 million in total liabilities and a $8.19 million total
stockholders' deficiency.

                        Bankruptcy Warning

"In view of the Company's current cash resources, nondiscretionary
expenses, debt and near term debt service obligations, the Company
has begun exploring strategic alternatives available to it and may
explore all such alternatives available to it, including, but not
limited to, a sale or merger of the Company, a sale of its assets,
recapitalization, partnership, debt or equity financing, voluntary
deregistration of its securities, financial reorganization,
liquidation and/or ceasing operations.  In the event that the
Company requires but is unable to secure additional funding, the
Company may determine that it is in its best interests to
voluntarily seek relief under Chapter 11 of the U.S. Bankruptcy
Code.  Seeking relief under the U.S. Bankruptcy Code, even if the
Company is able to emerge quickly from Chapter 11 protection,
could have a material adverse effect on the relationships between
the Company and its existing and potential customers, employees,
and others.  Further, if the Company was unable to implement a
successful plan of reorganization, the Company might be forced to
liquidate under Chapter 7 of the U.S. Bankruptcy Code.  There can
be no assurance that exploration of strategic alternatives will
result in the Company pursuing any particular transaction or, if
the Company pursues any such transaction, that it will be
completed."

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

                        http://is.gd/amj2Rj

                         About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.

deltathree reported a net loss of $1.81 million on $16.08 million
of revenues for the year ended Dec. 31, 2013, as compared with a
net loss of $1.57 million on $13.68 million of revenues in 2012.

Brightman Almagor Zohar & Co., in Tel Aviv, Israel, 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 from operations
and deficiency in stockholders' equity raise substantial doubt
about its ability to continue as a going concern.


DETROIT, MI: Disciplinary Proceedings Not Subject to Bankr. Stay
----------------------------------------------------------------
The City of Detroit, Michigan, the Detroit Police Officers
Association, the Detroit Police Command Officers Association, the
Detroit Fire Fighters Association, and the Detroit Police
Lieutenants and Sergeants Association entered into a stipulation
for an order confirming that the automatic stay does not apply to
disciplinary proceedings initiated by the City against City
officers and employees.

Detroit filed a motion seeking court confirmation that the
automatic stay does not apply to cases it filed against city
officers and employees, who are subject to disciplinary action.
The move comes after an arbitrator presiding over a case involving
a public safety officer put it on hold until U.S. Bankruptcy Judge
Steven Rhodes confirms that the city can continue to prosecute the
case notwithstanding its Chapter 9 case.

The Stipulated Order provides that the City is authorized to
continue to prosecute Disciplinary Proceedings, including the
Pending Arbitration, that have been initiated by the City against
City employees.  Similarly, the applicable defendants are
permitted to defend against any Disciplinary Proceedings; provided
that any counterclaims that may be asserted by the defendants
against the City are subject to the Automatic Stay.

The Detroit Police Officers Association previously filed a limited
objection to the City's Motion.  The DPOA agrees that the City is
authorized to continue to prosecute Disciplinary Proceedings and
that the DPOA, as the exclusive bargaining representative of City
police officers, is authorized to continue to defend any
Disciplinary Proceedings against one or more of its members
unaffected by the Automatic Stay.

However, the DPOA contends, the then proposed order goes beyond
the relief sought by the City's Motion and additionally provides
that "any counterclaims that may be asserted by the defendants
against the City are subject to the Automatic Stay."

Although neither the City's Motion nor its proposed order
addresses the scope of "any counterclaims that may be asserted,"
the DPOA filed the limited objection to address the potential
that, as drafted, the proposed order could be read to stay any
asserted grievance or any ongoing, ordinary course proceedings to
determine a DPOA member's right to legal representation and
indemnification, whether or not the asserted right to legal
representation and indemnification is related to any Disciplinary
Proceeding.

                 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.


ECHO THERAPEUTICS: Posts Net Loss of $5.5-Mil. in 3rd Quarter
-------------------------------------------------------------
Echo Therapeutics, Inc., a medical device company, on Nov. 19
reported financial results for the quarter ended September 30,
2014.  Echo's Quarterly Report on Form 10-Q, when filed with the
SEC, will be available by visiting the Investors section of Echo's
website at www.echotx.com

Recent Financial Corporate Updates

On August 14, 2014, the Company disclosed that it had taken steps
to substantially reduce operating costs and preserve cash.  The
Company implemented significant cost reductions across all aspects
of its operations in both external spend and workforce, including
reductions in general and administrative, manufacturing, clinical
and product development expenditures.

On September 23, 2014, Echo disclosed that it had suspended its
product development, research, manufacturing and clinical programs
and operations to conserve liquidity and capital resources.  The
workforce reduction due to the suspension of operations comprised
approximately 70% of Echo's workforce.

On October 2, 2014, Echo retained PricewaterhouseCoopers LLP's
Restructuring and Recovery Services Practice to assist the Company
in exploring financial and strategic alternatives that could
sufficiently address its liquidity needs and allow it to resume
operations.  Such financial and strategic alternatives could
include, but are not limited to, a sale or license of intellectual
property and other assets, a merger, other business combination, a
capital transaction and/or a voluntary petition for reorganization
or liquidation pursuant to the U.S. Bankruptcy Code.

On October 28, 2014, the Company sent a letter to Platinum Montaur
Life Sciences, LLC to notify Montaur that the Company was
irrevocably cancelling and terminating the credit facility between
Montaur and the Company effective as of October 30, 2014.  The
Company issued to Montaur a Promissory Note dated August 31, 2012,
with a maturity date of five years from the date of closing. On
March 1, 2013, the Company elected to prepay all outstanding draws
under the Montaur credit facility. After such date, no principal
amount was outstanding under the credit facility.
Summary of Third Quarter 2014 Financial Results

Echo's net loss for the third quarter of 2014 was $5.5 million, or
$0.43 per share as compared to $5.2 million, or $0.49 per share,
for the third quarter of 2013.  The net loss calculation includes
the third quarter of 2014's non-cash amortization of deferred
financing costs related to the write-off of the Montaur credit
facility for $3.1 million, as compared to the total interest
expense for the third quarter of 2013 for $241,000.

The operating loss for the third quarter of 2014 was $2.9 million
compared to $4.9 million for the third quarter of 2013, a
reduction of $2.0 million or 41%.

Research and development expenses were $1.2 million, a decrease of
$1.6 million or 56% for the third quarter of 2014 as compared to
$2.8 million for the third quarter of 2013.  This decrease was
primarily related to reductions in engineering and design
expenses.

Due primarily to successful cost reduction measures, general and
administrative expenses were $1.7 million, a decrease of $0.5
million or 21%, in the third quarter of 2014 as compared to $2.2
million for the third quarter of 2013.

Echo reported a cash balance of approximately $1.5 million as of
September 30, 2014.

                     About Echo Therapeutics

Echo Therapeutics (NASDAQ: ECTE) is a medical device company.  It
was developing its Symphony(R) CGM System as a non-invasive,
wireless, continuous glucose monitoring system for use initially
in the critical care setting.  A significant longer-term
opportunity may also exist for Symphony to be used in the hospital
beyond the critical care setting, as well as in the outpatient
setting.  Echo also developed its needle-free skin preparation
device as a platform technology that allowed for enhanced skin
permeation enabling extraction of analytes, such as glucose, and
enhanced delivery of topical pharmaceuticals.


ELEPHANT TALK: Reports $2.4 Million Net Loss for Third Quarter
--------------------------------------------------------------
Elephant Talk Communications Corp. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $2.39 million on $7.29 million of
revenues for the three months ended Sept. 30, 2014, compared to a
net loss of $3.22 million on $5.20 million of revenues for the
same period last year.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $11.12 million on $20.69 million of revenues compared
to a net loss of $16.05 million on $16.79 million of revenues for
the same period a year ago.

As of Sept. 30, 2014, the Company had $40.60 million in total
assets, $18.38 million in total liabilities and $22.22 million in
total stockholders' equity.

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

                        http://is.gd/NIIB6e

                         About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk reported a net loss of $22.13 million in 2013, a net
loss of $23.13 million in 2012 and a net loss of $25.31 million in
2011.

"If the Company is unable to achieve its anticipated revenues or
financing arrangements with its major vendors, the Company will
need to attract further debt or equity financing.  Although the
Company has been successful in the past in meeting its cash needs,
there can be no assurance that proceeds from additional revenues,
vendor financings or debt and equity financings, where required,
will be received in the required time frames.  If the Company is
unable to achieve its anticipated revenues or obtain financing it
may need to delay and restructure its operations.  As of June 30,
2014, these conditions raise substantial doubt about the Company's
ability to continue as a going concern," the Company stated in its
quarterly report for the period ended June 30, 2014.


EMPIRE RESORTS: Stockholders Elected 6 Directors
------------------------------------------------
Empire Resorts, Inc., held its 2014 annual meeting of stockholders
on Nov. 10, 2014, at which the stockholders elected Joseph A.
D'Amato, Emanuel R. Pearlman, Edmund Marinucci, Gregg Polle, James
Simon and Nancy A. Palumbo to serve on the Board of Directors for
one year terms that expires at the 2015 annual meeting of
stockholders or until their respective successors are elected and
qualified or until their earlier resignation or removal.

Meanwhile, on Nov. 10, 2014, the compensation committee of the
Board of Directors adopted a cash bonus plan for the senior
executives of the Company.  Pursuant to the Bonus Plan, $350,000
was set aside for possible award to Mr. D'Amato, Laurette J.
Pitts, Nanette L. Horner and Charles Degliomini with respect to
the fiscal year ended Dec. 31, 2014.  Bonuses may be awarded to
each of the named senior executives in amounts determined by the
Compensation Committee and based upon the recommendation of Mr.
D'Amato for the other named senior executives.  Bonuses totaling
up to the $350,000 aggregate maximum under the Bonus Plan could be
awarded to the extent that earnings of Monticello Raceway
Management, Inc., a wholly-owned subsidiary of the Company, before
interest, tax, depreciation and amortization met or exceeded 80%
of the target EBITDA established by the Compensation Committee for
the fiscal year 2014.  The aggregate maximum amount available for
award pursuant to the Bonus Plan would be reduced in proportion to
the amount by which MRMI's EBITDA for the fiscal year misses the
target EBITDA.  The amount of individual bonuses awarded pursuant
to the bonus plan would be based 50% upon whether MRMI met or
exceeded its EBITDA target and 50% based upon individual
performance in the fiscal year, which shall be evaluated by the
Compensation Committee.

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$27.05 million in 2013 following a net loss applicable to common
shares of $2.26 million in 2012.

As of June 30, 2014, the Company had $46.11 million in total
assets, $55.62 million in total liabilities and a $9.51 million
total stockholders' deficit.


ENTRANS INTERNATIONAL: Moody's Assigns B2 Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service, assigned B2 and B2-PD Corporate Family
("CFR") and Probability of Default ("PDR") ratings to EnTrans
International, LLC.  EnTrans is the combination of Heil Trailer
International, Co and SERVA Financing LLC. Moody's also assigned a
B2/LGD3 rating to EnTrans' proposed $250 million senior secured
notes. Proceeds of the offering will be used primarily to
refinance all the existing Heil and SERVA debt. The rating outlook
is stable.

Ratings Rationale

The B2 CFR reflects the company's high cyclicality (due to its
sale of equipment use in US hydraulic fracturing) and modest
revenue scale (about $600 million), particularly the roughly 50%
generated from the sale of equipment used in North American
hydraulic fracturing industry. In addition, there is uncertainty
of how the relatively new management team will operate the freshly
combined Heil and SERVA. The company's leading position in North
American aluminum tank trailers, the sales of which are less
volatile than the frack equipment sales, will be leveraged to
enter new markets in which substantial and established players
already compete. Still, EnTrans' credit metrics are consistent
with less cyclical manufacturing companies typically rated B1,
including leverage (just under 4.0x on Moody's adjusted basis) and
good cash flow (around 15% Funds From Operations to Adjusted debt,
"FFO/TD").

The company has good liquidity, including an undrawn (and unrated)
asset backed liquidity facility ("ABL"), Moody's expectation for
steady free cash flow, and limited covenants on the ABL.

The stable outlook reflects Moody's expectations for high single
digit percent revenue growth in 2015 as the company's new Juarez
Mexico plant operates for a full year and the company converts to
sales the backlog for fracking equipment which increased over
2014. EBITDA margins, which Moody's views as between 10-11%, are
expected to remain relatively flat in 2015.

Ratings could be upgraded if management is able to demonstrate an
ability to operate the combined businesses with little operational
disruption while handling end market volatility. A build up of
cash (at least $25 million) would also better prepare the company
for the inevitable downturn in fracking in the US. Ratings could
be downgraded if the company materially drew on its ABL (over $40
million), especially if it was linked with a downturn in revenue
which strained working capital. Leverage sustained near 5.0x and
FFO/TD under 10% would also likely lead to lower ratings.

EnTrans is the combination of Heil and SERVA making it a
manufacturing firm focused on equipment used to transport liquid
and dry materials as well as equipment used in hydraulic
fracturing. Nearly 80% of sales are in North America. The company
also owns 35% of SJS, a venture with Chinese state owned Sinopec
Limited, which manufactures frack equipment sold in China and
exported to North America. EnTrans is owned by funds affiliated
with, as well as employees of, American Industrial Partners
("AIP"). Moody's projects 2015 revenue of about $600 million.

Ratings

  Corporate Family Rating: Assigned B2

  Probability of Default Rating: Assigned B2-PD

  $250 million proposed Senior Secured Notes: Assigned B2/LGD3

Outlook: Stable

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.


EPWORTH VILLA: Court Sets Jan. 30, 2015 as Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma set
Jan. 30, 2015, as deadline for all creditors and governmental
units file proofs of claim against of Central Oklahoma United
Methodist Retirement Facility Inc. dba Epworth Villa.

             About Central Oklahoma United Methodist

Central Oklahoma United Methodist Retirement Facility, Inc., dba
Epworth Villa, sought protection under Chapter 11 of the
Bankruptcy Code on July 18, 2014 (Case No. 14-12995, Bankr. W.D.
Okla.).  The case is before Judge Sarah A. Hall.

The Debtor's counsel is Brandon Craig Bickle, Esq., Sidney K.
Swinson, Esq., and Mark D.G. Sanders, Esq., at Gable & Gotwals,
P.C., in Tulsa, Oklahoma; and G. Blaine Schwabe, III, Esq., at
Gable & Gotwals, P.C., in Oklahoma City, Oklahoma.


EQUINIX INC: Moody's Affirms Ba3 CFR & Rates $1BB Sr. Notes B1
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 corporate family
rating for Equinix Inc. following the company's new debt
offerings. Moody's has also assigned a B1 rating to Equinix,
Inc.'s proposed $1 billion aggregate senior unsecured note
offering due 2021 and 2024. Moody's has also affirmed the
company's Ba3-PD Probability of Default Rating (PDR) and SGL-2
Speculative Grade Liquidity (SGL) rating. The outlook is stable.

Equinix will use the proceeds from the $1 billion notes offering,
along with a proposed $500 million new secured debt issuance to
retire $860 million of existing debt, pay fees, expenses and
redemption costs and pre-fund the company's upcoming capital needs
for fiscal 2015.

As part of this rating action Moody's has downgraded Equinix's
existing senior unsecured notes to B1 (LGD4) from Ba3 (LGD4) due
to the shift in capital structure. The elimination of junior
capital from the settlement of Equinix's convertible notes and the
increase in secured debt results in an increased expected loss for
the unsecured notes, which are now the junior-most debt in the
capital structure.

Issuer: Equinix, Inc.

Affirmations:

  Corporate Family Rating (Local Currency), Affirmed Ba3

  Probability of Default Rating, Affirmed Ba3-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-2

Assignments:

  Senior Unsecured Regular Bond/Debenture (Local Currency),
  Assigned B1, LGD4

Downgrades:

  Senior Unsecured Regular Bond/Debenture (Local Currency) Apr 1,
  2020, Downgraded to B1, LGD4 from Ba3, LGD4

  Senior Unsecured Regular Bond/Debenture (Local Currency) Apr 1,
  2023, Downgraded to B1, LGD4 from Ba3, LGD4

  Senior Unsecured Regular Bond/Debenture (Local Currency) Jul
  15, 2021, Downgraded to B1, LGD4 from Ba3, LGD4

Outlook Actions:

Outlook, Remains Stable

Ratings Rationale

Equinix's Ba3 Corporate Family Rating reflects its position as the
leading global independent data center operator offering carrier-
neutral data center and interconnection services to large
enterprises, content distributors and global Internet companies.
The rating also incorporates the company's stable base of
contracted recurring revenues, its strategic real estate holdings
in key communications hubs and the favorable near-term growth
trends for data center services across the world. These positive
factors are offset by significant industry risks, intensifying
competition and relatively high capital intensity. The rating also
reflects Moody's concerns that the company's cash flow profile
will remain under pressure due to the high dividend associated
with its planned REIT conversion such that it will need to raise
additional debt to finance its dividend and capital investment
program.

The refinancing transaction will increase Equinix's leverage by
approximately 0.6x but Moody's expects leverage to recover back
towards the low 4x range (Moody's adjusted) by year end 2015
driven by strong EBITDA growth. Moody's anticipates that Equinix
will rely upon its revolver or external financing in order to fund
its capital program while sustaining the dividend payment. As
such, Moody's expects leverage will remain in the range of 4.0x-
4.5x (Moody's adjusted) over the next several years.

Moody's expects Equinix to have good liquidity over the next
twelve months. The company had approximately $485 million in cash
or equivalents at September 30, 2014 and an undrawn revolving
credit facility, which the company plans to upsize to $1 billion
from $500 million prior. Equinix will pay an $83 million cash
dividend in 4Q 2014, and Moody's estimates that dividends will
exceed internally generated cash for the next 2 to 3 years
following the planned REIT conversion.

The ratings for Equinix's debt instruments comprise the overall
probability of default of the company, to which Moody's assigns a
PDR of Ba3-PD, individual family loss given default assessments
and the composition of the debt instruments in the capital
structure. The senior unsecured notes are rated B1 (LGD4), one
notch below the CFR given their junior position in the debt
capital structure.

The stable outlook reflects Moody's expectation that leverage will
remain in the low to mid 4x range (Moody's adjusted) and the
company will maintain good liquidity as it manages the cash flow
demands of its high growth business and its high dividend payout.

Moody's could raise Equinix' ratings if the company generates
positive free cash flow and Moody's adjusted leverage trends
comfortably below 4x, both on a sustainable basis. The ratings
could be lowered if liquidity were to become strained, if industry
pricing were to deteriorate due to competitive pressure or
leverage were to approach 5x (Moody's adjusted).

Headquartered in Redwood City, CA, Equinix, Inc. ("Equinix" or the
"company") is the largest publicly traded carrier-neutral data
center hosting provider in the world with operations in 32 markets
across the Americas, EMEA and Asia-Pacific.

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.


EXTERRAN PARTNERS: Moody's Affirms Ba3 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed Exterran Partners, L.P.'s
(EXLP) ratings including its Ba3 Corporate Family Rating (CFR), B1
senior unsecured notes rating and SGL-3 Speculative Grade
Liquidity. The outlook remains stable.

The affirmation of the ratings follows the announcement by its
parent, Exterran Holdings, Inc. (EXH) that it plans to separate
its international services and global natural gas compression
fabrication businesses into a new publicly traded company
("Spinco"). EXH ("Remainco") will become a pure play U.S. natural
gas compression services business that will continue to own the
general partner and certain limited partner interests of EXLP.

"The affirmation of EXLP's ratings reflects the fact that the
assets and debt of EXLP will be unaffected by its parent's spinoff
of assets," said Terry Marshall, Moody's Senior Vice President.
"EXH will own US contract compression assets that Moody's expect
to eventually be dropped down into EXLP, as well as the US
aftermarket services business that is not currently eligible to be
dropped down into EXLP."

Outlook Actions:

Issuer: Exterran Partners, L.P.

Outlook, Remains Stable

Affirmations:

Issuer: Exterran Partners, L.P.

Probability of Default Rating, Affirmed Ba3-PD

Speculative Grade Liquidity Rating, Affirmed SGL-3

Corporate Family Rating, Affirmed Ba3

Senior Unsecured Regular Bond/Debenture, Affirmed B1(LGD5)

Ratings Rationale

EXLP's Ba3 CFR is supported by its leading market position in the
US natural gas contract compression business, with fee-based
revenues, and visible growth opportunities driven by the expected
drop down of US compression assets from EXH and the continued
expansion of the natural gas compression market. The rating also
reflects reasonable 2015 leverage when EXLP will benefit from a
full year of EBITDA contribution from its MidCon acquisition
closed in April and August 2014, and Moody's expectation that drop
downs and acquisitions will be funded over time with about 60%
EXLP equity. Moody's expect that EXLP will meet its targeted
leverage and distribution coverage without reliance on cost caps
from EXH, which expire on December 31, 2014. The CFR is restrained
by the structural risks inherent in the MLP business model
characterized by an acquisitive growth strategy and significant
distribution pay-outs.

EXLP's SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity through the third quarter of 2015. Operating cash flow
through this period should cover expected distributions of $160
million and maintenance capital of $60 million while the available
revolver at September 30, 2014 of $270 million will cover negative
free cash flow of about $200 million. EXLP's senior secured
revolving credit facility matures in May 2018 and is subject to
financial covenants, which EXLP should remain in compliance with
through 2015. EXLP has limited other sources of liquidity, given
that its assets are fully encumbered.

EXLP's two $350 million senior unsecured notes are rated B1, one
notch below the Ba3 CFR, reflective of their junior position
relative to the $650 million senior secured revolving credit
facility and $150 million senior secured term loan facility.

EXLP's ratings could be considered for an upgrade upon proving its
ability to manage leverage below 4.0x on a sustained basis and
maintaining distribution coverage above 1.2x. EXLP's ratings could
be downgraded should leverage appear poised to exceed 5.0x on a
sustained basis or if distribution coverage appears likely to fall
below 1.0x for an extended period of time.

Exterran Partners, L.P. compresses natural gas within pipeline
systems in the U.S., and is headquartered in Houston, Texas.

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


FINJAN HOLDINGS: Appoints Chief Financial Officer
-------------------------------------------------
Finjan Holdings, Inc., appointed Michael D. Noonan as its chief
financial officer and treasurer on Nov. 11, 2014, according to a
regulatory filing with the U.S. Securities and Exchange
Commission.

Mr. Noonan, age 56, has served as the Company's vice president,
finance since Oct. 27, 2014.  Previously, Mr. Noonan served as the
chief financial officer of Sky Petroleum Inc., an international
oil and gas exploration and development company, from 2005 until
September 2013,  and served as a member of Sky Petroleum's board
of directors from 2005 until April 2014.  Mr. Noonan served as a
senior director in the finance department for Forgent Networks, an
intellectual property company, from 2002 to 2005, where he was
responsible for investor relations, human resources and mergers
and acquisitions.  Prior to Forgent, Mr. Noonan worked for
Pierpont Communications, an investor and public relations firm,
where he was a senior vice president.  Mr. Noonan has also served
as director of investor relations and corporate communications at
Integrated Electrical Services, an electrical services company,
and manager of investor relations and public affairs for Sterling
Chemicals, a manufacturer of commodity petro-chemicals.  Since
2012 Mr. Noonan also has been serving as a director of Experience
Art & Design, Inc. and founded IR Smartt, Inc., a private company
focused on social media for investor relations.  Mr. Noonan
received a BBA in Business Administration and Economics from Simon
Fraser University in British Columbia, Canada; an MBA from
Athabasca University in Alberta, Canada; and an Executive JD from
Concord School of Law in Los Angeles, California.

In connection with Mr. Noonan's appointment as chief financial
officer and treasurer, the Company and Mr. Noonan entered into an
Amended and Restated Employment Agreement, dated Nov. 11, 2014.
The Employment Agreement provides for a base salary of $250,000
per year, subject to adjustment.  During the term of the
Employment Agreement, Mr. Noonan will also be eligible to receive
an annual bonus in the amount of $75,000, subject to adjustment on
an annual basis, based upon his individual performance and the
overall progress of the Company.  Mr. Noonan will also be eligible
to participate in the Company's 2014 Incentive Compensation and
benefit plans.

Prior to Mr. Noonan's appointment to chief financial officer, on
Oct. 27, 2014, the Company awarded Mr. Noonan 130,000 shares of
restricted stock units, in his capacity as vice president,
finance.  The RSUs are scheduled to vest over a three-year period,
with one third vesting on the first anniversary of the Grant Date,
and an additional 8.33% of the RSUs vesting every three calendar
months thereafter until fully vested.  The RSUs were awarded
pursuant to the 2014 Plan and an award agreement thereunder.

Mr. Noonan's employment may be terminated at any time and for any
reason upon at least 30 days advance written notice of that
termination.

Shimon Steinmetz ceased serving as the Company's chief financial
officer and treasurer upon the appointment of Mr. Noonan.  Mr.
Steinmetz will continue to work with the Company on a transitional
basis in accordance with his current employment agreement.

                            About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

Finjan Holdings reported a net loss of $6.07 million in 2013
following net income of $50.98 million in 2012.  The Company
reported a net loss of $2 million on $175,000 of revenues for the
three months ended March 31, 2014.

The Company's balance sheet at June 30, 2014, showed $24.51
million in total assets, $2.05 million in total liabilities and
$22.46 million in total stockholders' equity.


FIRST DATA: Incurs $234.6 Million Net Loss in Third Quarter
-----------------------------------------------------------
First Data Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Corporation of $234.6 million on $2.79 billion
of total revenues for the three months ended Sept. 30, 2014,
compared to a net loss attributable to the Corporation of
$219 million on $2.71 billion of total revenues for the same
period a year ago.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss attributable to the Corporation of $470 million on $8.26
billion of total revenues compared to a net loss attributable to
the Corporation of $746 million on $8.01 billion of total revenues
for the same period during the prior year.

The balance sheet at Sept. 30, 2014, showed $34.0 billion in total
assets, $30.84 billion in total liabilities, $69.7 million in
redeemable noncontrolling interest and $3.07 billion in total
equity.

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

                       http://is.gd/zV4VxN

                         About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

First Data reported a net loss attributable to the Company of
$869.1 million in 2013, a net loss attributable to the Company of
$700.9 million in 2012 and a net loss attributable to the Company
of $516.1 million in 2011.

                           *     *     *

The Company carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FLYING W SNOWMASS: Files for Ch 11 to Ward Off Foreclosure Sale
---------------------------------------------------------------
Flying W Snowmass, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 14-24969) on Nov. 4, 2014, disclosing
$5.01 million in total assets and $4.06 million in total
liabilities.

The petition lists two banks as being owed a combined
$3.46 million in outstanding mortgage loans, with Deutsche Bank
owed $3.2 million of that sum.

"A public trustee foreclosure sale on the Debtor's rental house
was scheduled for Nov. 5, 2014.  The case appears to have been
filed to stay that sale," Rick Carroll at The Aspen Times quoted
Leo Weiss, the attorney for the U.S. Bankruptcy Trustee Patrick
Layng, as saying.  The report adds that Aronowitz & Mecklenburg
LLP is the Denver law firm pursuing the foreclosure action.

Aspen Times relates that the Debtor filed a motion seeking court
approval on a payment plan for its attorneys, who could end up
billing more than $5,000 monthly if litigation ensues.  Jeffrey
Weinman, Esq., at Weinman & Associates, P.C., serves as the
Debtor's bankruptcy counsel.

According to Aspen Times, the U.S. Trustee contended that the
Debtor's rental income combined with $16,000 in property taxes and
a minimum interest payment of $36,000 on its mortgage debt
"suggest that the Debtor must propose a viable plan of
reorganization promptly in the case and that it lacks the cash to
engage in litigation at the disclosed rate of $5,000 a month."

The Debtor says in its bankruptcy petition that its
"rental/investment property" has drawn $41,624 so far this year in
rental income as well as $41,992 in 2013.  While the Debtor's
bankruptcy petition claims that the property is worth $5 million,
the Pitkin County Assessor's Office valued the property at
$2,655,700.

Judge Sidney B. Brooks presides over the case.

                    About Flying W Snowmass

Snowmass, Colorado-based Flying W Snowmass, LLC, is owned by P.
Mark Weida, the treasurer, director and president of Leading Edge
Motorsports in Las Vegas.


FOREST OIL: Reaches Settlement in Consolidated New York Suit
------------------------------------------------------------
As disclosed in Forest Oil Corporation's definitive proxy
statement/prospectus dated Oct. 20, 2014, under the heading
"Litigation Relating to the Combination Transaction," seven
actions have been filed by putative stockholders of Forest Oil
challenging the proposed combination of Forest and Sabine Oil &
Gas LLC's businesses, six in the Supreme Court of the State of New
York and one in the United States District Court for the District
of Colorado.  The New York cases have been consolidated under the
caption In re Forest Oil Corporation Shareholder Litigation, Index
No. 651418/2014 and the Colorado case has been captioned as
Olinatz v. Forest Oil Corp., et al., Case No. 1:14-cv-01409.

On Nov. 11, 2014, the defendants reached an agreement in principle
with plaintiffs in the New York Action regarding a settlement of
that action (which will also resolve the Colorado Action), and
that agreement is reflected in a memorandum of understanding.  In
connection with the settlement contemplated by the memorandum of
understanding, Forest agreed to make certain additional
disclosures related to the proposed transaction with Sabine, and
Sabine agreed that, within 120 days after the closing of the
proposed combination transaction, Sabine Investor Holdings LLC
will designate for a period of no less than three years at least
one additional independent director.  The total number of Sabine
Nominees will remain unchanged, but at least one of the remaining
two Sabine Nominees that have not yet been determined will be
independent.  The memorandum of understanding contemplates that
the parties will enter into a stipulation of settlement.

The stipulation of settlement will be subject to customary
conditions, including court approval.  In the event that the
parties enter into a stipulation of settlement, a hearing will be
scheduled at which the New York Court will consider the fairness,
reasonableness, and adequacy of the settlement.  If the settlement
is finally approved by the court, it will resolve and release all
claims in all actions that were or could have been brought
challenging any aspect of the proposed combination transaction,
the Amended and Restated Agreement and Plan of Merger, the merger
agreement originally entered into by Sabine Investor Holdings,
Forest, New Forest Oil Inc. and certain of their affiliated
entities on May 5, 2014, any disclosure made in connection
therewith, including in the Definitive Proxy Statement/Prospectus,
and all other matters that were the subject of the complaint in
the New York Action, pursuant to terms that will be disclosed to
stockholders prior to final approval of the settlement.  In
addition, in connection with the settlement, the parties
contemplate that they will negotiate in good faith regarding the
amount of attorneys' fees and expenses that will be paid to
plaintiffs' counsel in connection with the Actions.

A full-text copy of the Form 8-K disclosure is available at:

                        http://is.gd/ZEks6F

                          About Forest Oil

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

As of June 30, 2014, Forest Oil had $997 million in total assets,
$1.04 billion in total liabilities, and a $45.6 million total
shareholders' deficit.

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

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

                            *    *    *

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


FOREST OIL: To Sell Arkoma Natural Gas Properties for $185-Mil.
---------------------------------------------------------------
Forest Oil Corporation has entered into a definitive agreement to
sell its natural gas properties located in the Arkoma Basin for
after-tax cash proceeds of approximately $185 million.  The
transaction is expected to close on or before Dec. 15, 2014, with
an economic effective date of Oct. 1, 2014, and is subject to
customary closing conditions and post-closing purchase price
adjustments.

The properties produced 22 MMcfe/d (100% natural gas) during the
third quarter of 2014, had estimated proved reserves of 159 Bcfe
(100% natural gas) as of Dec. 31, 2013, and generated
approximately $23 million of lease-level income during the past
twelve months ended Sept. 30, 2014 (when NYMEX Henry Hub pricing
averaged $4.27 per Mcf).

The Arkoma Basin transaction is not related to Forest's pending
business combination with Sabine Oil & Gas LLC, and Sabine has
given its consent to the sale of Forest's Arkoma Basin assets.  As
previously announced, Forest has scheduled the special meeting of
shareholders for Nov. 20, 2014, to consider and vote on the
proposed combination with Sabine.  Forest shareholders of record
at the close of business on Oct. 3, 2014, the record date, are
entitled to vote at the Forest special meeting.  A definitive
proxy statement was sent to Forest shareholders on or around
Oct. 20, 2014.  Closing of the transaction is also subject to
other closing conditions.  If approved, Forest anticipates the
transaction to close in 2014.

A full-text copy of the Purchase and Sale is available at:

                        http://is.gd/KgVT2n

                         About Forest Oil

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

Ernst & Young LLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent accounting firm noted
that the Company has determined that it expects to fail a
financial covenant in its Credit Facility sometime prior to the
end of 2014, which could result in the acceleration of all
borrowings thereunder and the Company's senior unsecured notes due
2019 and 2020.  This raises substantial doubt about the Company's
ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2014, the Company had
$927.48 million in total assets, $1.07 billion in total
liabilities and a $148.03 million total shareholders' deficit.

                            *    *    *

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


FREESEAS INC: Annual Meeting of Shareholders Set for Dec. 18
------------------------------------------------------------
The 2014 Annual Meeting of Shareholders of FreeSeas Inc. will be
held on Dec. 18, 2014, at the principal executive offices of
FreeSeas Inc. at 10, Eleftheriou Venizelou Street (Panepistimiou
Ave.) 106 71, Athens, Greece, at 17:00 Greek time/10:00 am Eastern
Standard Time.  The purposes of the Annual Meeting are as follows:

   1. To elect 2 directors of the Company to serve until the 2017
      Annual Meeting of Shareholders;

   2. To consider and vote upon a proposal to ratify the
      appointment of RBSM LLP, as the Company's independent
      registered public accounting firm for the fiscal year ending
      Dec. 31, 2014;

   3. To grant discretionary authority to the Company's board of
      directors to (A) amend the Amended and Restated Articles of
      Incorporation of the Company to effect one or more
      consolidations of the issued and outstanding shares of
      common stock, pursuant to which the shares of common stock
      would be combined and reclassified into one share of common
      stock ratios within the range from 1-for-2 up to 1-for-10
      and (B) determine whether to arrange for the disposition of
      fractional interests by shareholder entitled thereto, to pay
      in cash the fair value of fractions of a share of common
      stock as of the time when those entitled to receive those
      fractions are determined, or to entitle shareholder to
      receive from the Company's transfer agent, in lieu of any
      fractional share, the number of shares of common stock
      rounded up to the next whole number, provided that, (X) that
      the Company will not effect Reverse Stock Splits that, in
      the aggregate, exceeds 1-for-15, and (Y) any Reverse Stock
      Split is completed no later than the first anniversary of
      the date of the Annual Meeting;

   4. To approve an amendment to the Amended and Restated Articles
      of Incorporation of the Company to increase the Company's
      authorized shares of common stock from 250,000,000 to
      750,000,000; and

   5. To transact such other business as may properly come before
      the Annual Meeting and any adjournments or postponements
      thereof.

The Company's Board of Directors has fixed the close of business
on Nov. 14, 2014, as the record date for determining those
shareholders entitled to notice of, and to vote at, the Annual
Meeting and any adjournments or postponements thereof.

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

FreeSeas Inc. reported a net loss of $48.70 million in 2013, a net
loss of $30.88 million in 2012 and a net loss of $88.19 million in
2011.  The Company's balance sheet at March 31, 2014, showed
$79.78 million in total assets, $77.41 million in total
liabilities, all current, and $2.37 million in total shareholders'
equity.

RBSM 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
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet scheduled
payment obligations under its loan facilities and has not complied
with certain covenants included in its loan agreements.
Furthermore, the vast majority of the Company's assets are
considered to be highly illiquid and if the Company were forced to
liquidate, the amount realized by the Company could be
substantially lower that the carrying value of these assets.
These conditions among others raise substantial doubt about the
Company's ability to continue as a going concern.


GEOMET INC: Incurs $2 Million Net Loss in Third Quarter
-------------------------------------------------------
GeoMet, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
available to common stockholders of $2.03 million for the three
months ended Sept. 30, 2014, compared with a net loss available to
common stockholders of $1.04 million for the same period a year
ago.

For the nine months ended Sept. 30, 2014, the Company reported net
income available to common stockholders of $55.28 million compared
to net income available to common stockholders of $32.09 million
for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $24.4
million in total assets, $1.06 million in total liabilities, $47.3
million in series A convertible redeemable preferred stock, and a
$23.9 million total stockholders' deficit.

At Sept. 30, 2014, the Company's remaining balance of cash totaled
approximately $24 million.  These funds continue to be held by the
Company and used for normal working capital and operating expense
purposes while the Company evaluates its next steps.

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

                       http://is.gd/kJsUQ7

                         About Geomet Inc.

Houston, Texas-based GeoMet, Inc., is an independent energy
company primarily engaged in the exploration for and development
and production of natural gas from coal seams (coalbed methane)
and non-conventional shallow gas.  Its principal operations and
producing properties are located in the Cahaba and Black Warrior
Basins in Alabama and the central Appalachian Basin in Virginia
and West Virginia.  It also owns additional coalbed methane and
oil and gas development rights, principally in Alabama, Virginia,
West Virginia, and British Columbia.  As of March 31, 2012, it
owns a total of 192,000 net acres of coalbed methane and oil and
gas development rights.

Hein & Associates LLP, 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 has suffered recurring losses from operations and has a
net working capital deficiency that raise substantial doubt about
the Company's ability to continue as a going concern.


GMG CAPITAL: US Trustee Has Issues With Plan Releases
-----------------------------------------------------
William K. Harrington, the United States Trustee for Region 2,
filed an objection to the motion of GMG Capital Partners III, L.P.
and GMG Capital Partners III Companion Fund, L.P., seeking
approval of the disclosure statement that describes their joint
chapter 11 plan of reorganization.

The U.S. Trustee said that the Disclosure Statement should not be
approved unless and until the Debtors set forth their legal
justification for providing non-debtor third party releases,
exculpations, limitations on liability and injunctions consistent
with the Second Circuit's decisions in In re Johns-Manville Corp.,
517 F.3d 52 (2d Cir. 2008) ("Manville II"), vacated & remanded on
other grounds, 557 U.S. 137 (2009), aff'g in part & rev'g in part,
600 F.3d 135 (2d Cir. 2010) ("Manville III") and Deutsche Bank AG
v. Metromedia Fiber Network, Inc. (In re Metromedia Fiber Network,
Inc.), 416 F. 3d 136, 141 (2d Cir. 2005).

                    About GMG Capital Partners

GMG Capital Partners III, L.P., and GMG Capital Partners III
Companion Fund, L.P., sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 13-12937 and 13-12939) in Manhattan on Sept. 10,
2013.

The Debtors' assets consist of their venture capital investments
-- equity securities in three entities -- and accounts receivable
in the form of unpaid fees due from certain of their limited
partners.  The Debtors' operations are largely managed in
Manhattan through JDJ Management, LLC.  JDJ is controlled by the
same principals as is the general partner.  GMG Capital Partners
III disclosed $21,696,757 in assets and $7,877,498 in liabilities
as of the Chapter 11 filing.

Judge Stuart M. Bernstein oversees the Debtor's case.  Olshan
Frome Wolosky LLP represents the Debtor its Chapter 11 Bankruptcy
Case.


GREAT WOLF: Moody's Changes Rating on $630MM Loans to B3
--------------------------------------------------------
Moody's Investors Service changed the first lien term loan rating
and senior secured revolving credit facility rating of Great Wolf
Resorts Holdings, Inc. to B3 from B2. The B3 Corporate Family
Rating and B3-PD Probability of Default Rating were affirmed. The
rating outlook remains stable.

The revision in the first lien and revolving credit facility
ratings is a result of Great Wolf increasing the size of the first
lien term loan add-on to $214 million from $150 million while
eliminating the proposed $120 million second lien term loan. The
B3 rating on the first lien bank credit facilities is at the same
level as Great Wolf's B3 Corporate Family Rating. The B3 rating on
the first lien bank credit facilities acknowledges their size as
the vast majority of the capital structure and their position as
senior secured first lien debt which places them ahead of the
unsecured liabilities in the capital structure.

The following ratings are changed and are subject to receipt and
review of final documentation:

  $100 million guaranteed senior secured revolver due August 2018
  to B3, LGD 3 from B2, LGD 3

  $530 million (originally $320 million) first lien guaranteed
  senior secured term loan due July 2020 at B3, LGD 3 from B2,
  LGD 3

The following ratings are affirmed:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

The following rating is withdrawn:

  $120 million second lien guaranteed senior secured term loan
  due November 2021 at Caa2, LGD 5

Ratings Rationale

A portion of the proceeds from the proposed $214 million of first
lien senior secured term loan add-on will be used to repay Great
Wolf's $60 million Traverse City and Kansas City mortgage loan,
while the remainder will be used to finance a $150 million
dividend to Great Wolf's ultimate financial sponsor owner, Apollo
Global Management. Moody's estimates that the incremental debt
will increase pro forma debt to EBITDA to 7.0 times from 5.4 times
for the twelve months ended June 30, 2014. The affirmation of the
B3 Corporate Family Rating acknowledges that although Great Wolf's
leverage will increase, Moody's expects that the increase will be
temporary given the company's ability to leverage cost saving
initiatives and use free cash flow to repay debt. Furthermore, the
affirmation acknowledges Moody's expectation that leverage will
remain in line with the B3 Corporate Family Rating going forward.
Barring any further debt financed dividends, leverage will
moderately improve as a result of earnings growth from new and
existing properties, as well as debt repayments.

The B3 CFR reflects Great Wolf's high leverage, modest coverage,
small scale, earnings concentration by property, limited
diversification, and high operating leverage given its fixed cost
base. The ratings also reflect Great Wolf's improved operating
performance as well as its solid brand recognition, continued
focus on cost reduction, good asset value relative to funded debt
levels, and good liquidity.

The stable outlook reflects Moody's view that Great Wolf's overall
operating performance should continue to improve through cost
saving initiatives and added earnings from the New England
property. However, positive ratings momentum was curtailed by the
increase in leverage following the debt financed dividend issued
to the company's financial sponsor.

Factors that could result in a higher rating include a sustained
improvement in operating metrics and cost structure at existing
resorts and the addition of new resort properties and management
agreements that generate stronger earnings and debt protection
metrics. Specifically, an upgrade would require debt to EBITDA of
under 5.25 times and EBITDA minus capital expenditures to gross
interest above 2.25 times on a sustained basis. A higher rating
would also require good liquidity.

Factors that could result in negative ratings pressure include a
deterioration in operating metrics or inability to reduce costs at
existing resort properties or the absence of new revenue sources
through new management agreements or resort properties that caused
a sustained deterioration in credit metrics or liquidity.
Specifically, a downgrade could occur if debt to EBITDA remains
above 6.5 times and EBITDA less capital expenditures below 1.5
times over the next twelve to eighteen months.

Great Wolf Resorts Holdings, Inc. owns, operates, and/or manages
hotel resort properties specializing in in-door water parks.
Annual revenues are approximately $325 million. Great Wolf is
owned by affiliates of Apollo Management VII, LP.

The principal methodology used in these ratings was Global Lodging
& Cruise Industry Rating Methodology published in December 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.


GREEN BRICK: Reports 2014 Third Quarter Results for JBGL
--------------------------------------------------------
Green Brick Partners, Inc., announced that on Nov. 14, 2014, Green
Brick filed a current report on Form 8-K with the Securities and
Exchange Commission which included financial results for JBGL
Builder Finance LLC and certain subsidiaries of JBGL Capital, LP,
for the period ended Sept. 30, 2014.  Green Brick consummated its
acquisition of JBGL on Oct. 27, 2014.

Key financial items for JBGL for the third quarter ended Sept. 30,
2014 include:

   * For the three months ended Sept. 30, 2014, JBGL had revenue
     of $49,675,603, gross profit of $15,023,495, and earnings
     before interest, taxes, depreciation and amortization
     attributable to controlling interest of $4,077,146.  This
     compares to revenue of $67,155,659, gross profit of
     $20,846,848 and EBITDA attributable to controlling interest
     of $10,072,875 during the comparable period of 2013.

   * For the nine months ended Sept. 30, 2014, JBGL had revenue of
     $178,527,949, gross profit of $47,355,015 and EBITDA
     attributable to controlling interest of $19,980,188.  This
     compares to revenue of $146,626,751, gross profit of
     $42,336,627 and EBITDA attributable to controlling interest
     of $24,149,321 during the comparable period of 2013.

   * As of Sept. 30, 2014, JBGL's backlog was 242 homes valued at
     $81,335,589, a 15.9% increase in backlog value as compared to
     Sept. 30, 2013.  The average sale price of homes in backlog
     was $336,097, a 10.2% increase as compared to the third
     quarter of 2013.

The Company's builder operations revenue declined from $60,797,401
during the three months ended Sept. 30, 2013, to $39,900,428 for
the three months ended Sept. 30, 2014, and gross profit declined
from $19,289,710 to $12,668,589 for the same periods.  There were
several reasons for the sales slowdown in the third quarter ended
Sept. 30, 2014:

   * During the first half of 2013 we had a large amount of
     completed inventory within our best selling neighborhoods
     which resulted in an unseasonably large volume of closings
     during the third quarter of 2013.

   * In addition, two of the Company's bestselling neighborhoods
     in Atlanta closed out either before or during the third
     quarter of 2014, which resulted in less available inventory
     for sale from those neighborhoods during the quarter.  The
     Company anticipates opening new neighborhoods in 2015 that
     the Company believes will replace revenue from these two
     sold-out neighborhoods.

   * Due to a labor shortage, the time to build and close a home
     increased which pushed back the availability of certain of
     its home inventory for sale from the third to the fourth
     quarter of 2014.  The Company also expects this increase in
     its building cycle to push back certain closings that the
     Company expected in the fourth quarter of 2014 to early
     2015.

JBGL's land development operations revenue and gross profit
increased during the three months ended Sept. 30, 2014, to
$9,775,175 and $2,354,906, respectively, compared to $6,358,258
and $1,557,138, for the three months ended Sept. 30, 2013,
respectively, primarily from an increase in finished inventory
lots delivered to 100 for the three months ended Sept. 30, 2014,
from 72 for the three months ended Sept. 30, 2013, and an increase
in the average sales price per lot of $97,752 per lot for the
three months ended Sept. 30, 2014, from $88,309 per lot for the
three months ended Sept. 30, 2013.

"While this quarter's results were slightly lower than we hoped
for, we expect to resume revenue and earnings growth next
quarter," stated James R. Brickman, Green Brick's chief executive
officer.  "On Thursday, we will have our first public conference
call, where we will introduce our strategy, and describe our
strong market position including details on our two largest
neighborhoods that will begin generating revenue for the first
time after two years of planning and development and approximately
$75 million of investment."

                         About Green Brick

Denver, Colo.-based BioFuel Energy Corp., now known as Green Brick
Partners, Inc., is an ethanol producer in the United States.

Biofuel Energy incurred a net loss of $45.65 million in 2013, a
net loss of $46.32 million in 2012 and a net loss of $10.36
million in 2011.

The Company's balance sheet at Sept. 30, 2014, the Company had
$8.83 million in total assets, $2.07 million in total liabilities,
all current, and $6.75 million in total equity.


HAAS ENVIRONMENTAL: UST Balks at Disclosure Statement
-----------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3, objected to the
adequacy of information in the Disclosure Statement explaining
Haas Environmental, Inc.'s First Amended Plan of Reorganization.

According to the U.S. Trustee, the Plan may not be confirmable as
a matter of law.  The Debtor sets forth that it intends to fund
the Plan from these sources: (i) cash on hand on the Effective
Date; (ii) funds held in escrow by Sherman Silverstein prior to
the Effective Date; (iii) the contributions from Haas or other
insiders; (iv) net proceeds of the sale of inventory; (v) net
proceeds of the sale of the Steubenville Property; (v) net
proceeds from the sale of the Glen Dale Property; and (vi)
proceeds from certain causes of action.

Pursuant to a Plan Settlement, which has not yet been documented,
the Debtor, Eugene Haas and other insiders will make payments to a
Plan Administrator.  However, the Disclosure Statement is silent
as to the identities of the other insiders.  In addition, the
Disclosure Statement is silent as to the amounts to be paid by
Haas and the other insiders and their abilities to fund the
payments under the Plan.

Another source of Plan funding involves the sale of real estate
owned by the Debtor and by Haas.  The Debtor provides that the
sale of the Steubenville Property would net $240,000 and the sale
of the Glen Dale Property would net $110,000.  However, the Plan
is silent as to the time frame to sell these properties.

Pursuant to the Disclosure Statement, it is unclear whether the
Plan Administrator Agreement will be executed pre-confirmation or
post-confirmation.

The Trustee asserts that the Debtor must be required to include
the Plan Administrator Agreement as an attachment to the DS, which
will allow all parties to understand the duties of the Plan
Administrator.

In a separate filing, Santander Bank, N.A., formerly known as
Sovereign Bank, N.A., also objected to the Debtor's Amended
Disclosure Statement stating that it failed to to provide adequate
disclosure concerning:

   i) the Santander Judgment and its impact on the Debtor's
reorganization efforts;

  ii) the Debtor's identification and proposed treatment of the
Santander Collateral;

iii) the value of the Debtor's property -- including the
Santander Collateral -- to be used by the reorganized Debtor post-
bankruptcy;

  iv) the identity and value of the property of certain third
parties, including the Debtor's principal, on which Santander
could levy in order to satisfy the Santander Judgment, and which,
unexplainably, is also to be used by the Debtor to fund the
Amended Plan; and

   v) the method or analysis by which Debtor seeks to reduce the
Santander Secured Debt to $125,000.

As set forth in the original Santander objection, as of June 24,
2014, the Debtor owes Santander $817,946, exclusive of attorneys'
fees and other costs.

As reported in the Troubled Company Reporter on Oct. 27, 2014,
Cummings Land and Development Company filed an objection to the
Debtor's Amended Plan and Disclosure Statement.

The Disclosure Statement does not provide sufficient information
necessary for Cummings to consider and evaluate the Plan, Richard
M. Schlaifer, Esq., at Earp Cohn, P.C., in Cherry Hill, New Jersey
-- Rschlaifer@earpcohn.com -- tells the Court.  He asserted that
the Disclosure Statement appears to be incomplete in material
parts and sections.  He added that the Plan and Disclosure
Statement were not properly or timely noticed to the creditors.

                             The Plan

As reported in the TCR on Oct. 27, 2014, the Debtor filed its
Disclosure Statement explaining its First Amended Plan.

Under the Plan, the Debtor seeks to reorganize and continue
operations.  The Debtor seeks to accomplish payments under the
Plan by providing payments to Creditors from cash on hand on the
Effective Date, the contributions from Eugene Haas, the Debtor's
president, and other insiders, and ongoing operations.

The Effective Date of the proposed Plan is the later of: (a) 14
days after entry of the Confirmation Order; (b) the date the
initial payment under the Plan Settlement is deposited with
Sherman Silverstein (which deposit will be made within 14 days of
Mr. Haas receiving funds from leasing oil and gas rights to his
property in Bradford, Pennsylvania); and (c) the date the Plan
Administrator executes the Plan Administrator Agreement (which
date will not be more than 14 days after satisfaction of (a) and
(b)).

                      Claims and Interests

The Plan classifies Claims and Equity Interests in various
classes.  The Unclassified Claims consists of Administrative
Expenses and Fees, and Priority Tax Claims.

The Secured Claims are:

   * Class 1 - Peoples Claims;
   * Class 2 - CCG Claims;
   * Class 3 - Wells Fargo Claims;
   * Class 4 - Santander Claims;
   * Class 5 - Ford Claims; and
   * Class 6 - Liberty Bell Claims.

The Priority Non-Tax Claims are classified under Class 7, which
Claims are owed pursuant to the NLRB Settlement totaling $6,090.

The Class 8 Unsecured Claims include trade debt and other general
Unsecured Claims, excluding Unsecured Claims held by Mr. Haas.
Class 8 Claims are estimated at $2.9 million after objections to
Claims.

Pursuant to the Plan Settlement, in exchange for the New Value
Contribution, Class 9 Equity Interests Holders will retain the
Class 9 Equity Interests.

                     Payments Under the Plan

The Debtor will fund its ongoing operations and all payments to
holders of Class 1 - 5 claims from funds in its possession on the
Effective Date and after the Effective Date.

Payments to Class 6 will be made by Mr. Haas from his personal
funds.  Payments on account of Allowed Professional Claims will be
made from the net proceeds of the sale of the Inventory and from
the Plan Payment Fund.  Payments on account of Allowed
Priority Tax Claims, Allowed Class 7 Claims will be made from the
Plan Payment Fund or the Debtor's operations.

The Plan Payment Fund will be initially funded by funds held in
escrow by Sherman Silverstein on the Effective Date, including:
the Debtor's share of the net proceeds from the Auction, the net
proceeds of the sale of the Steubenville Property (if that sale
occurs prior to the Effective Date), the net proceeds of the sale
of the Glen Dale Property (if the sale occurs prior to the
Effective Date); and proceeds from any Causes of Action.

Distributions from the Plan Payment Fund will be made in this
order:

   -- Payment, in full, of all Allowed Professional Claims;
   -- Payment, in full, of all Allowed Priority Tax Claims;
   -- Payment, in full, of all Allowed Class 7 Claims; and
   -- Distributions to the Plan Administrator in partial payment
      of the Plan Settlement Amount.

The Debtor or Reorganized Debtor may initiate payments to lower
levels of priority so long as the Debtor or Reorganized Debtor
reserves sufficient funds in the Plan Payment Fund to pay all
alleged, but not yet Allowed Claims in all senior levels of
priority.

                  Post-Confirmation Management

Upon the Effective Date, Allen Wilen will be deemed appointed as
the Plan Administrator and will be responsible for making
Distributions of funds received under the Plan Settlement to
Holders of Allowed Class 8 Claims.  Mr. Wilen is a partner at
Eisner Amper and serves as one of the Committee's financial
advisors.

The Plan Administrator will also have the authority to initiate
and/or conclude any objections to Class 8 Claims and pursue any
Avoidance Actions whether or not discussed in the Disclosure
Statement or listed in the Debtor's schedules or statements of
financial affairs.  The Plan Administrator will not be required to
obtain a bond.

Management of the Debtor's operations after the Effective Date
will continue to be run by Mr. Haas as its President.

The Plan Administrator will act as the Disbursing Agent for the
purpose of making all Distributions to be made to Holders of
Allowed Class 8 Claims.  Any administrative costs or fees of the
Disbursing Agent will be paid from the Plan Settlement Amount.

A copy of the Amended Disclosure Statement is available for free
at: http://bankrupt.com/misc/HaasEnvironmental_1stDS.pdf

                 About Haas Environmental, Inc.

Haas Environmental, Inc., an industrial cleaning company, filed a
Chapter 11 petition (Bankr. D.N.J. Case No. 13-27297) on Aug. 6,
2013.  Eugene Haas signed the petition as president.  Judge
Kathryn C. Ferguson presides over the case.  The Debtor disclosed
$10,127,069 in assets and $11,595,611 in liabilities as of the
Chapter 11 filing.  Jerrold N. Poslusny, Jr., Esq., at Cozen
O'Connor, in Cherry Hill, New Jersey, serves as the Debtor's
counsel.

Mary E. Seymour, Esq., at Lowenstein Sandler LLP, serves as
counsel for the Official Committee of Unsecured Creditors.
EisnerAmper LLP serves as its financial advisor.

                           *     *     *

Haas Environmental filed a plan of reorganization and disclosure
statement by the May 27, 2014 deadline set by the Court in its
exclusivity extension order.  One feature of the Plan is a so-
called new value contribution from sole shareholder Eugene Haas
using his personal funds in exchange for retaining his equity
interest in the Debtor.  Those funds will be utilized to pay for
certain disbursements under the Plan.  Upon the Plan effective
date, Mr. Haas will be deemed appointed as the plan administrator
and will be responsible for making distributions from the play
payment fund under the Plan.  Management of the Debtor's
operations after the effective date will continue to be run by Mr.
Haas as its president.

Under the Plan, the unsecured creditor claims, estimated to be
$3.8 million, will be paid after higher priority claims are
satisfied.  Holders of unsecured creditor claims are estimated to
recoup 9% to 11% of the Allowed amount.




HCSB FINANCIAL: Incurs $1 Million Net Loss in Third Quarter
-----------------------------------------------------------
HCSB Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss available to common shareholders of $1.05 million on $4
million of total interest income for the three months ended
Sept. 30, 2014, compared to a net loss of $420,000 on $4.41
million of total interest income for the three months ended
Sept. 30, 2013.

For the nine months ended Sept. 30, 2014, the Company reported
a net loss available to common shareholders of $1.32 million on
$12.26 million of total interest income for the three months ended
Sept. 30, 2014, compared to a net loss available to common
shareholders of $112,000 on $12.81 million of total interest
income for the same period a year ago.

As of Sept. 30, 2014, the Company had $433.75 million in total
assets, $446.21 million in total liabilities and a $12.46 million
total shareholders' deficit.

At Sept. 30, 2014, the Company was categorized as "critically
undercapitalized" and the Bank was categorized as "significantly
undercapitalized."

"Our losses over the past five years have adversely impacted our
capital.  As a result, we have been pursuing a plan to increase
our capital ratios in order to strengthen our balance sheet and
satisfy the commitments required under the Consent Order.
However, if we continue to fail to meet the capital requirements
in the Consent Order in a timely manner, then this would result in
additional regulatory actions, which could ultimately lead to the
Bank being taken into receivership by the FDIC.  Our auditors have
noted that the uncertainty of our ability to obtain sufficient
capital raises substantial doubt about our ability to continue as
a going concern."

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

                        http://is.gd/t7pFSc

                       About HCSB Financial

Loris, South Carolina-based HCSB Financial Corporation was
incorporated on June 10, 1999, to become a holding company for
Horry County State Bank.  The Bank is a state chartered bank which
commenced operations on Jan. 4, 1988.  From its 13 branch
locations, the Bank offers a full range of deposit services,
including checking accounts, savings accounts, certificates of
deposit, money market accounts, and IRAs, as well as a broad range
of non-deposit investment services.  During the third quarter of
2011, the Bank closed its Covenant Towers branch located at Myrtle
Beach.  All deposits were transferred to the Bank's Myrtle Beach
branch and the Bank does not expect any disruption of service in
that market for its customers.


HD SUPPLY: Files Copy of Investor Presentation With SEC
-------------------------------------------------------
HD Supply presented at the 2014 Baird Industrial Conference held
on Nov. 12, 2014.  The Presentation talked about, among other
things, these topics:

* Company Overview

* Business Overview

* Historical Financial Performance

A full-text copy of the Presentation as filed with the U.S.
Securities and Exchange Commission is available at:

                        http://is.gd/hJvhPw

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

HD Supply reported a net loss of $218 million for the fiscal year
ended Feb. 2, 2014, a net loss of $1.17 billion for the fiscal
year ended Feb. 3, 2013, and a net loss of $543 million for the
year ended Jan. 29, 2012.

As of Aug. 3, 2014, HD Supply had $6.71 billion in total assets,
$7.41 billion in total liabilities and a $701 million total
stockholders' deficit.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
"This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017," Moody's said.

HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.


HDGM ADVISORY: Wants More Plan Exclusivity After Examiner Named
---------------------------------------------------------------
HDGM Advisory Services, LLC ("MAS") and HDG Mansur Investment
Services, Inc., asked the Bankruptcy Court to enter an order
extending the exclusive period in which they may solicit
acceptances to their Joint Chapter 11 Plan of Reorganization as
for a period of 60 days, to and including Jan. 16, 2015.

According to the minutes of the Nov. 12 hearing, the motion has
been approved.

The Debtors believe that the requested extension is consistent
with sound case management, and will allow management and other
parties in interest, namely the Examiner and other creditor
constituencies, adequate time within which to focus on the
development, negotiation and documentation of a confirmable plan
of reorganization and solicitation of acceptances thereof.

On Sept. 17, 2014, within 120 days of the Petition Date, the
Debtors filed their Joint Chapter 11 Plan of Reorganization.  On
Sept. 18, 2014, however, the Court authorized the appointment of
an Examiner with expanded powers in the Chapter 11 cases.  John
Humphrey was appointed Examiner on Oct. 27, 2014.

Michael W. Hile, Esq., at Katz & Korin, PC, counsel to the
Debtors, explains that the Examiner "controls" several of the
Claims by and against the Debtors and successful resolution of
these cases will require coordination with the Examiner, at the
least, and likely the Examiner's involvement and consent in asset
liquidation and distribution.  He says the appointment of an
Examiner altered the Debtors' proposed resolution of the Chapter
11 cases as it brought forward another constituency to consider in
collecting and distributing assets.

On October 29, 2014, counsel for the Debtors met with Mr. Humphrey
to discuss the Debtors' Plan.  It was a productive meeting that
made clear certain amendments to the Plan would be required, but
the meeting, as anticipated, did not result in a full and final
agreement respecting same.

                  About HDGM Advisory Services

HDGM Advisory Services, LLC ("MAS") and HDG Mansur Investments
Services, Inc. ("MISI") invest in and develop real estate around
the world.  They also provided management and investment services
to real estate funds that were set up as an investment vehicle for
religious Muslims.  MISI developed Finzels Reach, a real estate
development in Bristol England.  MAS and MISI are directly
or indirectly owned by Harold D. Garrison, who is also a debtor in
possession in a separate chapter 11 case.

MAS and MISI sought Chapter 11 bankruptcy protection (Bankr. S.D.
Ind. Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on
May 21, 2014.  On May 28, 2014, the Hon. James M. Carr directed
the joint administration the cases, under the lead case -- HDGM
Advisory, Case No. 14-04797.

MAS disclosed $20,257,001 in assets and $7,991,590 in liabilities
as of the Chapter 11 filing.  MISI disclosed $20,454,819 in assets
and $12,377,542 in liabilities.  According to a court filing, the
Debtors don't have any secured creditors.

The Debtors have tapped Michael W. Hile, Esq., Christine K.
Jacobson, Esq., and Henry Mestetsky, Esq., at Katz & Korin PC, as
counsel.

An affiliate of the Debtors, Hamilton Proper Partners Golf
Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind.
Case No. 14-00461) on Jan. 24, 2014.


HDGM ADVISORY: Amends Liquidating Plan, Files Disclosures
---------------------------------------------------------
HDGM Advisory Services, LLC, and HDG Mansur Investment Services,
Inc. filed a First Amended Joint Chapter 11 Plan of
Reorganization.  The Debtors determined that liquidation of their
assets was the preferred way to maximize the asset value.   The
most significant of the Debtors' assets include litigation against
third parties.  On the effective date of the Plan, a trustee (who
will manage the liquidation of the assets) will be selected by
mutual agreement by the Examiner and the Debtors

According to the explanatory Disclosure Statement, secured
creditors are unimpaired under the Plan.  Unsecured creditors, as
well as holders of interests, of MAS and MISI are impaired and
entitled to vote on the Plan.

A copy of the Disclosure Statement is available for free at:

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

                           *     *     *

In light of discussions with the Examiner regarding changes to the
Plan, the Debtors sought and obtained an order extending by 7 days
to and including Nov. 10 of time in which to file the disclosure
statement.

                  About HDGM Advisory Services

HDGM Advisory Services, LLC ("MAS") and HDG Mansur Investments
Services, Inc. ("MISI") invest in and develop real estate around
the world.  They also provided management and investment services
to real estate funds that were set up as an investment vehicle for
religious Muslims.  MISI developed Finzels Reach, a real estate
development in Bristol England.  MAS and MISI are directly
or indirectly owned by Harold D. Garrison, who is also a debtor in
possession in a separate chapter 11 case.

MAS and MISI sought Chapter 11 bankruptcy protection (Bankr. S.D.
Ind. Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on
May 21, 2014.  On May 28, 2014, the Hon. James M. Carr directed
the joint administration the cases, under the lead case -- HDGM
Advisory, Case No. 14-04797.

MAS disclosed $20,257,001 in assets and $7,991,590 in liabilities
as of the Chapter 11 filing.  MISI disclosed $20,454,819 in assets
and $12,377,542 in liabilities.  According to a court filing, the
Debtors don't have any secured creditors.

The Debtors have tapped Michael W. Hile, Esq., Christine K.
Jacobson, Esq., and Henry Mestetsky, Esq., at Katz & Korin PC, as
counsel.

An affiliate of the Debtors, Hamilton Proper Partners Golf
Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind.
Case No. 14-00461) on Jan. 24, 2014.


HDOS ENTERPRISES: Plan Declared Effective, Wants Case Closed
------------------------------------------------------------
HDOS Enterprises asks the Bankruptcy Court to enter a final decree
closing its Chapter 11 case.

According to the Debtor, the case has been fully administered.

The Debtor proposes a hearing on the matter on Nov. 18, 2014, at
2:00 p.m.

The Debtor notified the Court that the Effective Date of its Plan
of Reorganization occurred on Oct. 24, 2014.

As reported in the TCR on Oct. 30, 2014, the Court confirmed the
Debtor's Combined Disclosure Statement and Plan dated Aug. 27,
2014.

The Debtor is now known as BOHICA Liquidation, Inc.  The Plan is
confirmed pursuant to Section 1129(a) of the Bankruptcy Code.

Judge Neil W. Bason found that the Plan contains adequate
information for purposes of Section 1125(b) of the Bankruptcy
Code.  He adds that the Plan does not improperly discriminate
among creditors or classes of creditors.

The Court ruled that any and all executory contracts or unexpired
leases (i) that have not expired by their own terms on or prior to
the Effective Date, (ii) that have not been assumed, assumed and
assigned, or rejected with the approval of the Court or by
operation of law prior to the Effective Date are rejected
effective on the Effective Date.  The entry of the Confirmation
Order constitutes approval of the rejections pursuant to Sections
365(a) and 1123 of the Bankruptcy Code.

                    About Hot Dog On A Stick

Established in 1946 in Southern California, Hot Dog On A Stick --
http://www.hotdogonastick.com-- is known for its fair-inspired
menu of corn dogs, lemonades, and a sampling of other menu items
such as cheese on a stick, hot dog in a bun, fries, and funnel
cake sticks.  HDOS is owned by its employees.

HDOS Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 14-12028) on Feb. 3,
2014.  The case is assigned to Judge Neil W. Bason.

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.

The U.S. Trustee has appointed three members to an official
committee of unsecured creditors.  The Committee retained Jeffrey
N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, California, as counsel.


HERCULES OFFSHORE: Promotes Troy Carson to SVP and CFO
------------------------------------------------------
Hercules Offshore, Inc., has promoted Troy L. Carson to senior
vice president and chief financial officer, effective Nov. 21,
2014.  Mr. Carson replaces Stephen M. Butz, who resigned as the
Company's executive vice president and chief financial officer
effective Nov. 21, 2014, to join Rowan Companies plc as executive
vice president, chief financial officer and treasurer.

Mr. Carson is currently serving as senior vice president and chief
accounting officer.  He joined the Company as vice president and
corporate controller in March 2007, was appointed to principal
accounting officer in July 2008, and was named chief accounting
officer in May 2010.  At the same time, Craig M. Muirhead,
currently serving as vice president and treasurer, has been
appointed to vice president of Investor Relations and Planning,
while Son P. Vann, currently serving as vice president of Investor
Relations and Planning, will assume the role of vice president
corporate development and treasurer.

John T. Rynd, chief executive officer and president of the
Company, stated, "Stephen has been with Hercules since just after
its founding, and over the past 10 years has been instrumental in
our expansion to one of the leading shallow water service
providers worldwide.  He has successfully navigated the Company's
finances through some extremely challenging conditions and leaves
our Company with a solid balance sheet and ample liquidity.  While
we will miss his contributions at Hercules, we wish him all the
best in his new role at Rowan.  The Board of Directors and I are
confident that Troy is well-equipped to assume the role of Chief
Financial Officer.  I look forward to working with Troy and our
finance team to maintain the strong financial foundation that we
have developed over the past several years and position our
Company to capitalize on future opportunities."

In connection with his promotion, the Compensation Committee of
the Company's Board of Directors has approved a salary increase
for Mr. Carson from $312,000 to $340,000 per year, as well as an
increase in his target bonus percentage from 60% to 75% of his
base salary.  The Compensation Committee also approved a grant of
25,000 shares of restricted stock to Mr. Carson with a grant date
of Nov. 17, 2014.  These shares of restricted stock vest 1/3 per
year on each of the first three anniversaries of the grant date.

                       About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

Hercules incurred a net loss of $68.11 million in 2013, a net loss
of $127 million in 2012 and a net loss of $76.12 million in 2011.
As of Sept. 30, 2014, the Company had $2.19 billion in total
assets, $1.42 billion in total liabilities and $767.41 million in
stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore, Inc.'s
Corporate Family Rating to B2 from B3.  Hercules' B2 CFR is
supported by its improved cash flow and lower leverage on the back
of increased drilling activity and higher day-rates in the Gulf of
Mexico (GOM)

Standard & Poor's Ratings Services revised its outlook to negative
from stable on Houston-based Hercules Offshore Inc. and affirmed
its 'B' corporate credit rating on the company, the TCR reported
on Nov. 3, 2014.

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


HILLCREST LODGE: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hillcrest Lodge, Inc.
        241 Palm Avenue
        Babson Park, FL 33827

Case No.: 14-13562

Chapter 11 Petition Date: November 18, 2014

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

Debtor's Counsel: Pierce J Guard, Jr., Esq.
                  THE GUARD LAW GROUP, PLLC
                  2511 Orleans Avenue
                  Lakeland, FL 33803
                  Tel: 863-619-7331
                  Fax: 863-619-7992
                  Email: jguardjr@aol.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Steven Campbell, president.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-13562.pdf


HOLDER HOSPITALITY: Closes Sharkey's Casino in Nevada
-----------------------------------------------------
The Associated Press reports that The Holder Hospitality Group,
LLC, temporarily closed its Sharkey's Casino in Gardnerville,
Nevada.

As reported by the Troubled Company Reporter on Nov. 14, 2014,
Nevada Appeal reported that Sharkey's Casino was scheduled to be
sold at a trustee's sale on Dec. 4, 2014.

The AP relates that liens were filed against the Debtor by Kelly
Steam Cleaning and the town of Gardnerville for $7,067 and for
$3,352 in garbage service, respectively.

The Holder Hospitality Group, LLC, owns and operates hotels and
casinos that offer hospitality, lodging, entertainment, and
recreations services.  The Company's properties include Silver
Club Hotel and Casino, Charlie Holder's Casino Restaurant and Bar,
El Capitan Resort Casino, Sharkey's Casino, Truck Inn, Sundance
Casino, and Model T Hotel Casino & RV Park.  The Holder
Hospitality was incorporated in 1992 and is based in Sparks,
Nevada.

According to the Nevada Appeal, casino owner Hal Holder filed for
bankruptcy protection in April 2013 to avoid a sale that spring.
The casino had emerged from Chapter 11 after a federal bankruptcy
court in December 2013 accepted the Company's plan.


HORIZON LINES: To be Acquired by Matson for $0.72 Per Share
-----------------------------------------------------------
Horizon Lines, Inc., has entered into definitive agreements with
each of Matson Inc. and The Pasha Group.  Under the Matson
agreement, Matson will acquire all outstanding shares of Horizon
Lines for $0.72 per share in an all-cash transaction.  The
acquisition price represents a premium of approximately 89% over
Horizon's closing stock price on Nov. 10, 2014.  The Matson
agreement has been unanimously approved by Horizon's Board of
Directors and Horizon shareholders representing 55% of the fully
diluted equity, which also represents 41% of the outstanding
voting common stock on Nov. 11, 2014, have agreed to vote their
shares in support of the transaction.

Under the Pasha agreement, Pasha will acquire Horizon Lines'
Hawaii trade lane business, prior to closing of the Matson
agreement, for approximately $141.5 million in cash.  The proceeds
from the Pasha transaction will reduce Horizon Lines' debt
obligations prior to closing of the Matson transaction, at which
time Matson will acquire all of the outstanding shares of Horizon
Lines and repay the remaining debt outstanding at closing.  The
Pasha agreement has been unanimously approved by Horizon's Board
of Directors.

As a result of the transactions, Matson, Inc., will acquire all of
Horizon Lines' business operations, except for the Hawaii trade
lane business.  The two transactions taken together are valued at
approximately $598 million on an enterprise value basis.  Matson
will fund its transaction from available borrowings under its bank
credit facilities and existing cash on hand.  Pasha will fund its
transaction from a committed debt financing agreement.  There are
no financing conditions to either transaction.

David N. Weinstein, Chairman of the Board of Directors of Horizon
Lines, Inc., said, "These transactions will place our company in
the hands of strong stewards with reputations for outstanding
customer service.  Matson has over 130 years of shipping
experience and is guided by a rich history of integrity and
innovation.  Pasha is a third generation, family-owned business
with a proud heritage of excellence and deep ties to the Hawaiian
community.  Both Matson and Pasha are well-positioned to serve our
valued customers."

Steve Rubin, president and chief executive officer of Horizon
Lines, Inc., said, "Our Board and management team have been
working diligently to improve Horizon Lines' financial and
operational performance while continuing to provide superior
service across all our trade lanes.  These transactions are a
direct reflection of those efforts, and will enable the proud
heritage of Horizon Lines to be passed on to Matson and Pasha."

Timing, Conditions and Approvals

Horizon Lines expects to complete the transactions in 2015, based
upon the timing of required approvals and other closing
conditions.

The transactions are subject to regulatory approvals, including
any required notifications pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, and other customary closing
conditions.  The transaction with Matson is conditioned upon the
closing of the Pasha transaction.  Additionally the Pasha
transaction is conditioned upon the Matson transaction being ready
to close immediately thereafter.

Advisors

Goldman, Sachs & Co. is serving as financial advisor to Horizon
Lines, Inc. and Kirkland & Ellis LLP is serving as legal advisor.

         Matson to Acquire Horizon's Alaska Operations

"The acquisition of Horizon's Alaska operations is a rare
opportunity to substantially grow our Jones Act business," said
Matt Cox, president and chief executive officer of Matson.
"Horizon's Alaska business represents a natural geographic
extension of our platform as a leader serving our customers in the
Pacific.  We expect this transaction to deliver immediate
shareholder value through earnings and cash flow accretion via
significant cost and operating synergies.  We are also encouraged
by the long-term prospects of the Alaska market, which mirrors
Hawaii in many operational ways, despite different underlying
economic drivers.  Both markets depend on reliable, superior and
timely container cargo service as part of vital supply lifelines -
hallmarks of the Matson brand."

Steve Rubin, president and chief executive officer of Horizon,
commented, "This transaction provides value for our shareholders
while upholding our financial commitments.  We wish the Matson
team continued success in their new Alaska trade and we look
forward to working with them to close this transaction and provide
a seamless transition for our customers."

The Boards of Directors of both companies have unanimously
approved the Transaction, and Horizon shareholders representing 55
percent of the fully diluted equity, which also represents 41
percent of the outstanding voting common stock on Nov. 11, 2014,
have agreed to vote their shares in support of the Transaction.

Matson will fund the Transaction from cash on hand and available
borrowings under its revolving credit facility.  The Transaction
is expected to close in 2015 after the completion of Horizon's
sale of its Hawaii Business, Horizon?s shareholder approval, and
other customary closing conditions.

BofA Merrill Lynch and RBC Capital Markets are serving as
financial advisors to Matson and Gibson, Dunn & Crutcher LLP is
serving as legal advisor.  Goldman, Sachs & Co. is serving as
financial advisor to Horizon Lines and Kirkland & Ellis LLP is
serving as legal advisor.

                To Terminate Puerto Rico Operations

In a separate announcement, Horizon Lines said it will cease
operations and shut down its Puerto Rico domestic liner service.
Horizon Lines' decision to terminate its Puerto Rico service is
independent of the Pasha Group and Matson, Inc., transactions, and
the Company intends to cease operations between the U.S. and
Puerto Rico whether or not the transactions with The Pasha Group
and Matson, Inc., are consummated.  The Company said it would
cease providing liner service by the end of 2014 due to continuing
losses without the prospect of future profitability.

Sea-Land Service, Inc., pioneered the marine container shipping
industry and established Horizon Lines' business on April 26,
1956, when the vessel Ideal-X sailed from Newark, New Jersey to
Houston, Texas.  Sea-Land introduced container shipping to the
Puerto Rico market in 1958, which Horizon Lines has continued to
the present.

"We have a 56-year history in the Puerto Rico trade and truly
value the relationships we have established," said Steve Rubin,
president and chief executive officer of Horizon Lines.
"Unfortunately, a combination of factors, including uncertain
prospects for the Puerto Rican economy, losses over recent years
and more expected going forward, aging ships that we cannot afford
to continue to maintain or replace, and upcoming large capacity
additions by two other carriers has led to this difficult but
prudent and necessary decision."

In Puerto Rico, Horizon Lines has incurred substantial cumulative
losses and negative cash flows in recent years, despite ongoing
efforts to remain competitive.  Horizon is currently serving the
trade with two vessels built in the early 1970s that have become
increasingly costly to operate and expensive to maintain.  As
recently as 2012, Horizon operated four vessels, but the Company
had been forced to remove two vessels from the Puerto Rico service
due to prolonged falling demand and the need to cut costs.

As an example of the challenges this aging fleet has posed, last
month the Company chose to cease operating its Horizon Discovery
in the Houston to San Juan trade route and has entered into an
agreement to scrap this vessel.  The Horizon Discovery built in
1968, would have required substantial expense to dry-dock for
maintenance as required by federal law.  The two vessels Horizon
Lines presently operates in the trade are both required to be dry-
docked similarly during 2015 at an estimated combined cost of
$16-20 million.  Furthermore, other carriers are scheduled to
introduce four new, efficient vessels into service that will
greatly expand capacity, further burdening Horizon Lines' current,
limited ability to offer ongoing service that can remain
competitive.

Operations of the Puerto Rico service will be curtailed in a
careful and orderly manner.  The Company will cease liner service
for domestic customers by the end of the year, however San Juan
terminal services will continue to be provided into the first
quarter of 2015.  The Company will work closely with customers to
assist them in identifying service alternatives.

The Company is expected to incur restructuring charges between $90
million to $100 million related to terminating its Puerto Rico
operations.  These charges include the cost of employee severance
and termination benefits of $35 million to $45 million and costs
of $55 million primarily related to equipment impairment and
contract termination costs.  Approximately $85 million to $95
million of the charges are expected to result in cash payments.
These costs are preliminary estimates and are subject to change.

"On behalf of our entire Board and management team, I want to
express our deep appreciation to our employees, customers,
vendors, union partners, and the citizens of Puerto Rico for their
efforts and support over the years," said Mr. Rubin.  "During my
short tenure as CEO we have made tough decisions to try to restore
profitability in the hopes of continuing the service.  In
addition, management had explored several other strategic options
in an attempt to maintain a presence in Puerto Rico, however none
proved to be possible.  This decision is a very painful and
difficult one for all of us, but it is the only viable course of
action for our Company given the circumstances."

                        About Horizon Lines

Horizon Lines, Inc., is a domestic ocean shipping company and the
only ocean cargo carrier serving all three noncontiguous domestic
markets of Alaska, Hawaii and Puerto Rico from the continental
United States.  The company owns a fleet of 13 fully Jones Act
qualified vessels and operates five port terminals in Alaska,
Hawaii and Puerto Rico.  A trusted partner for many of the
nation's leading retailers, manufacturers and U.S. government
agencies, Horizon Lines provides reliable transportation services
that leverage its unique combination of ocean transportation and
inland distribution capabilities to deliver goods that are vital
to the prosperity of the markets it serves.  The company is based
in Charlotte, NC, and its stock trades on the over-the-counter
market under the symbol HRZL.

For the year ended Dec. 22, 2013, the Company reported a net loss
of $31.93 million following a net loss of $94.69 million for the
year ended Dec. 23, 2012.

The Company's balance sheet at Sept. 21, 2014, showed $628 million
in total assets, $690.5 million in total liabilities and a
$62.2 million total stockholders' deficit.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HORIZON LINES: Expects to Incur $90MM-$100MM Restructuring Charge
-----------------------------------------------------------------
Horizon Lines, Inc., previously disclosed that it will cease
providing liner service between the U.S. and Puerto Rico by the
end of 2014 and discontinue terminal services in Puerto Rico in
the first quarter of 2015.  The Company said it has incurred
substantial cumulative losses and negative cash flows from its
Puerto Rico operations during recent years and in 2014.  In
addition, the two vessels serving the Puerto Rico trade were built
in the early 1970's and have become increasingly costly to operate
and maintain.

The Company will classify the Puerto Rico business activities as a
discontinued operation and expects to record a pretax
restructuring charge of between $90 million and $100 million.  The
charge includes estimated costs relating to employee severance and
termination benefits of $35 million to $45 million and
approximately $55 million of costs primarily related to equipment
impairment and contract termination costs.  In connection with the
discontinuation of Puerto Rico operations, the Company expects to
make cash payments of approximately $85 million to $95 million.

                        About Horizon Lines

Horizon Lines, Inc., is a domestic ocean shipping company and the
only ocean cargo carrier serving all three noncontiguous domestic
markets of Alaska, Hawaii and Puerto Rico from the continental
United States.  The company owns a fleet of 13 fully Jones Act
qualified vessels and operates five port terminals in Alaska,
Hawaii and Puerto Rico.  A trusted partner for many of the
nation's leading retailers, manufacturers and U.S. government
agencies, Horizon Lines provides reliable transportation services
that leverage its unique combination of ocean transportation and
inland distribution capabilities to deliver goods that are vital
to the prosperity of the markets it serves.  The company is based
in Charlotte, NC, and its stock trades on the over-the-counter
market under the symbol HRZL.

For the year ended Dec. 22, 2013, the Company reported a net loss
of $31.93 million following a net loss of $94.69 million for the
year ended Dec. 23, 2012.

The company had total liquidity of $80.9 million as of Sept. 21,
2014, consisting of cash of $4.7 million and $76.2 million
available under its asset-based loan revolving credit facility.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HORIZON LINES: Matson Inc. Has 55% Stake as of Nov. 11
-------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Matson, Inc., and Matson Navigation Company, Inc.,
disclosed that as of Nov. 11, 2014, they beneficially owned
52,886,829 shares of common stock of Horizon Lines, Inc.,
representing 55.03 percent of the shares outstanding.

On Nov. 11, 2014, Matson Navigation entered into an Agreement and
Plan of Merger by and among Matson Navigation, Hogan Acquisition
Inc., a wholly-owned subsidiary of Matson Navigation ("Merger
Sub"), and Horizon.  The Merger Agreement provides for, among
other things, the merger of Merger Sub with and into Horizon with
Horizon surviving the Merger and becoming a wholly-owned
subsidiary of Matson Navigation.

A full-text copy of the regulatory filing is available at:

                         http://is.gd/BLTJE1

                         About Horizon Lines

Horizon Lines, Inc., is a domestic ocean shipping company and the
only ocean cargo carrier serving all three noncontiguous domestic
markets of Alaska, Hawaii and Puerto Rico from the continental
United States.  The company owns a fleet of 13 fully Jones Act
qualified vessels and operates five port terminals in Alaska,
Hawaii and Puerto Rico.  A trusted partner for many of the
nation's leading retailers, manufacturers and U.S. government
agencies, Horizon Lines provides reliable transportation services
that leverage its unique combination of ocean transportation and
inland distribution capabilities to deliver goods that are vital
to the prosperity of the markets it serves.  The company is based
in Charlotte, NC, and its stock trades on the over-the-counter
market under the symbol HRZL.

For the year ended Dec. 22, 2013, the Company reported a net loss
of $31.93 million following a net loss of $94.69 million for the
year ended Dec. 23, 2012.

The Company's balance sheet at Sept. 21, 2014, showed $628 million
in total assets, $690.5 million in total liabilities and a
$62.2 million total stockholders' deficit.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HUNTINGTON INGALLS: Moody's Hikes Corporate Family Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded ratings of Huntington
Ingalls Industries, Inc., including the Corporate Family Rating to
Ba1 from Ba2, and concurrently assigned a Ba2 rating to the
planned $600 million senior unsecured notes due 2021. The rating
outlook is Stable.

Ratings:

Huntington Ingalls Industries, Inc.

Corporate Family, to Ba1 from Ba2

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

$650 million gtd senior secured revolving credit facility due
2016, to Baa2 LGD2 from Baa3 LGD2

$575 million gtd senior secured term loan due 2016, to Baa2 LGD2
from Baa3 LGD2

$600 million gtd senior notes due 2018, to Ba2 LGD4 from Ba3 LGD5

$600 million gtd senior notes due 2021, to Ba2 LGD4 from Ba3 LGD5

$600 million gtd senior notes due 2021, assigned Ba2 LGD4

Speculative Grade Liquidity, affirmed at SGL-2

Huntington Ingalls Incorporated

$21.6 million industrial revenue bonds due 2028, to Ba2 LGD4 from
Ba3 LGD5

Ratings Rationale

The Ba1 CFR reflects the company's market position as a Tier One
defense contractor, strong credit metrics, high backlog and a
balanced approach to capital deployment. Expected metrics include
debt/EBITDA of around 2.5x with EBIT/interest approaching 5x and
return on assets greater than 5% position the company solidly at
Ba1. Operational progress achieved at the Ingalls segment (40% of
2013 revenues) since Huntington Ingalls commenced independent
operations in 2011 and a better pension cost recovery position
have enhanced the earnings and operational cash flow view.
Improved US Navy funding prospects over the past few years and
backlog growth to $22.8 billion from $18 billion over the first
nine months of 2014 add support. The CFR anticipates a
continuation of a measured capital deployment approach, whereby
payments to shareholders are balanced against
maintenance/expansion spending objectives and operational risks.

The Ba2 rating assigned to the planned $600 million senior
unsecured notes due 2021, one notch below the CFR, reflects the
effectively junior position that the notes will have within the
capital structure. Pursuant to Moody's Loss Given Default
Methodology, the presence of Huntington Ingalls's first lien debt
lowers the stress-scenario recovery rate of unsecured claims.
Proceeds of the planned notes will help fund the tender offer and
consent solicitation for Huntington Ingalls' $600 million senior
unsecured notes due 2018. The company plans to redeem any notes
that remain outstanding after completion of the tender offer.

The Speculative Grade Liquidity rating of SGL-2 denotes a good
liquidity profile. While the company's revolving credit facility
will expire in March 2016 and is therefore a limitation within the
SGL analysis, cash on hand exceeded $700 million at September 30,
near-term free cash flow generation should comfortably surpass
scheduled term loan amortizations and revolver utilization is
minimal. Good covenant cushion under the company's first lien
credit facility should continue.

The Stable rating outlook considers that credit metrics will
likely remain within a supportive range and operating margin
should exceed 9%. Tempering considerations include lack of backlog
growth at the Newport News segment where several large projects
will conclude in 2016 and follow on work has yet to be finalized.
Operational continuity at Newport News could be lessened if the
construction contract for CVN 79 does not develop in 2015.
Further, up front investments on new ship classes that the Navy
may pursue could raise capital requirements and executional
challenge. The outlook anticipates that should the Avondale, LA
ship yard be re-purposed for a commercial use, Huntington Ingalls'
associated financial obligation will be low.

Upward rating momentum would depend on strong liquidity,
expectation of debt to EBITDA sustained below 2.5x, steady free
cash flow generation and a more even distribution of backlog
across segments. An expectation of a conservative financial policy
beyond 2015/2016 would also underpin a ratings upgrade. Downward
rating pressure would mount with weakening liquidity, debt/EBITDA
above 3x, a material degree of backlog erosion, or financial
policy aggressiveness.

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

Huntington Ingalls Industries, Inc., through its Newport News, VA,
Pascagoula/Gulfport, MS and Avondale, LA shipyards, provides full
service design, engineering, construction, and lifecycle support
of major surface ship programs for the U.S. Navy. Revenues over
the twelve months ended September 30, 2014 were approximately $7
billion.


IBAHN CORP: Has Until Jan. 31, 2015 to Remove Actions
-----------------------------------------------------
The Bankruptcy Court extended until Jan. 31, 2015, iBahn
Corporation, et al.'s time to file notices of removal with respect
to civil actions pending as of the Petition Date.

As reported in the Troubled Company Reporter on Oct. 13, 2014, the
Debtors submitted that the extension of the current removal
deadline will afford them the opportunity necessary to make fully-
informed decisions concerning removal of any action and will
assure that the Debtors do not forfeit valuable rights under
Section 1452 of the Judicial Code with respect to any pending or
prospective litigation commenced by or against the Debtors.

                           About iBahn Corp.

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

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


IMAGENETIX INC: Reports $130,000 Income for Sept. 17-30
-------------------------------------------------------
Imagenetix, Inc. on Nov. 19 announced results for the period ended
September 30, 2014, the first reporting period subsequent to its
emergence from a Chapter 11 proceeding under the U.S. Bankruptcy
Code.  Net sales were $164,000 and net income was $130,000 for the
shortened period of September 17, 2014 through September 30, 2014.
Earnings per share were $0.00.  Due to the adoption of "Fresh
Start Reporting" as a result of the bankruptcy proceeding, there
are no comparisons reflected for previous periods.

Commenting on the results of the period, William P. Spencer,
President of Imagenetix, stated, "I am delighted that we are now
moving forward.  The successful results obtained from the
reorganization and the ability to reflect profitability already
reflect an increase in shareholder value and a positive future
direction.  We have emerged successfully from Chapter 11 as a
profitable, stronger company with a much healthier balance sheet
and much of our debt satisfied or substantially reduced."


                         About Imagenetix

Imagenetix, based in San Diego, California, is an innovator of
scientifically tested, natural-based, proprietary, bioceutical
products developed to enhance human health on a global basis.
Imagenetix develops and formulates proprietary over-the-counter
topical creams, skincare products and nutritional supplements to
be marketed globally through multiple channels of distribution.
In addition, the company develops patentable compounds for
entering into licensing agreements with pharmaceutical partners.

Imagenetix, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Cal. Case No. 12-16423) in San Diego on Dec. 17, 2012.  The
case is assigned to Judge Margaret M. Mann.  The Debtor tapped
Robert E. Opera, Esq., at Winthrop Couchot, as counsel.
The Debtor estimated $100,001 to $500,000 in assets $1,000,001 to
$10,000,000 in debt.


IMH FINANCIAL: Employment Agreement with CFO Okayed
---------------------------------------------------
The board of directors of IMH Financial Corporation approved an
executive employment agreement with Steven T. Darak, the Company's
chief financial officer pursuant to which Mr. Darak has agreed to
serve as the Company's chief financial officer until Dec. 31,
2016, unless his employment is sooner terminated as provided for
thereunder.

Mr. Darak will receive an annual base salary of $350,000. Mr.
Darak also may be entitled to receive additional incentive based
compensation under the Company's Annual Incentive Compensation
Plan.  The Darak Employment Agreement further provides for the
grant of 250,000 shares of restricted Company common stock,
effective as of Jan. 1, 2015, pursuant to a Restricted Stock Award
Agreement.  The restricted shares vest ratably over a three year
period beginning on Jan. 1, 2015.  Mr. Darak will also be eligible
for future equity grants as may be approved by the Board.  In
consideration of Mr. Darak's release of any and all claims against
the Company under his previous employment agreement, including,
but not limited to, that he was constructively terminated without
cause, the Company agreed to pay $150,000 to Mr. Darak.

If Mr. Darak is terminated by the Company without "Cause" or by
Mr. Darak for "Good Reason", as those terms are defined in the
Darak Employment Agreement, Mr. Darak will be entitled to receive
all compensation accrued as of the date of termination, a
severance payment equal to one and one-half of his average annual
compensation for the prior three years, and the continued receipt
of welfare benefits for 12 months.

The Darak Employment Agreement imposes various restrictive
covenants on Mr. Darak, including restrictions with regards to the
solicitation of Company clients, customers, vendors and employees,
as well as restrictions on Mr. Darak's ability to compete with the
Company both during the term of the agreement and for 12 months
after the termination of Mr. Darak's employment.

                Annual Incentive Compensation Plan

On Nov. 10, 2014, the Company's Board approved the IMH Financial
Corporation Annual Incentive Compensation Plan.  The initial plan
year under the Incentive Plan is from Aug. 1, 2014, to Dec. 31,
2014, and each calendar year thereafter.  Eligible participants in
the Incentive Plan are: (1) the Company's Chief Executive Officer;
(2) the Company's Chief Financial Officer; (3) the Company's
General Counsel; (4) the Company's Head of Originations; and (5)
any other employee designated by the Compensation Committee of the
Company?s Board of Directors.

Under the Incentive Plan, the Committee will approve a Modified
Pre-Tax Earnings budget for each plan year, an Executive Bonus
Pool (no less than 10% of budgeted MPTE) and each participant's
percentage interest in the Executive Bonus Pool.  If the Company
achieves MPTE of at least 60% but less than 100% of the budgeted
MPTE, a sliding scale will be used to determine the amount of the
Executive Bonus Pool for that plan year.  If the Company's actual
MPTE exceeds the budgeted MPTE for that plan year, the Committee,
in its discretion, may increase the Executive Bonus Pool.

For purposes of the Incentive Plan, MPTE means the Company's pre-
tax earnings, computed in accordance with Generally Accepted
Accounting Principles (GAAP), adjusted by adding back
depreciation, amortization and non-cash stock-based compensation
charges, and such one-time or similar charges as determined by the
Committee.

              Non-Employee Director Compensation Plan

On Nov. 10, 2014, the Company's Board adopted, subject to
shareholder approval at the Company's annual meeting of
shareholders in 2015, the 2014 IMH Financial Corporation Non-
Employee Director Compensation Plan.  Pursuant to the Director
Plan, eligible directors are entitled to the compensation for
their service as a member of the Board and its committees.  Only
those directors who meet the independence standards under the
rules of the New York Stock Exchange and the Securities and
Exchange Commission are eligible to participate.  Unless sooner
terminated by the Board, the Director Plan will terminate on
Aug. 6, 2024.

The compensation under the Director Plan generally consists of the
following:

  * A one-time cash payment of $50,000 to each newly appointed or
    elected director payable in a lump sum on the second
    anniversary of the director's election or appointment provided
    such director serves as a member of the Board on such
    anniversary date.

  * An annual cash retainer of $40,000.00 payable in advance in
    equal quarterly installments.

  * A cash payment of $2,500 for each attended meeting of the
    Board.

  * An annual grant of restricted common stock in an amount equal
    to $20,000 based on the fair market value of those shares as
    determined under the Director Plan.  These annual awards will
    vest in full twelve months after the date of grant.
  * For each member of the Audit Committee, an annual cash fee of
    $12,500, except in the case of the Chairperson of the Audit
    Committee, who shall receive an annual cash fee of $25,000.
    Each member of the Audit Committee also will receive a cash p
    ayment of $1,500 for each attended committee meeting.

  * For each member of the Compensation Committee, an annual cash
    fee of $5,000, except in the case of the Chairperson of the
    Compensation Committee, who shall receive an annual cash fee
    of $10,000.  Each member of the Compensation Committee also
    will receive a cash payment of $1,000 for each attended
    committee meeting.

  * For each member of the Investment Committee, a cash payment of
    $5,000 for each investment opportunity brought before the
    Investment Committee for approval.

                        About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

IMH Financial reported a net loss of $26.20 million in 2013, a net
loss of $32.19 million in 2012 and a net loss of $35.19 million in
2011.

The Company's balance sheet at Sept. 30, 2014, showed $199.47
million in total assets, $97.58 million in total liabilities,
$26.78 million in redeemable convertible preferred stock, and
$75.10 million in total stockholders' equity.


INT'L FOREIGN EXCHANGE: Files Proposed Liquidating Plan
-------------------------------------------------------
International Foreign Exchange Concepts Holdings, Inc., and its
two affiliates filed a proposed liquidating plan early this month.

According to the disclosure statement, the Debtors believe that
the Plan provides the quickest recovery to creditors and will
maximize their return.  In addition, AMF-FXC Finance, LLC ("AMF"),
which has asserted claims for approximately $34 million against
each of IFEC Holdings and IFEC LP (approximately 95% of all claims
against each such entity), similarly believes the Plan is
reasonable, appropriate, and will maximize recovery for all
constituencies.

The Plan is a liquidating plan, and provides for the separate
treatment of each of the Debtors' Estates. As a result of
substantial negotiations with AMF, the Plan contemplates that all
creditors other than AMF who hold allowed general unsecured claims
will be paid on, or as soon as reasonably practicable after, the
Effective Date of the Plan (i) in the IFEC LP bankruptcy case,
cash in an amount equal to 50% of such claims, and (ii) in the
IFEC Holdings bankruptcy case, cash in an amount equal to 10% of
such claims. The Plan contemplates that FXC creditors will be paid
in full in cash. AMF will receive the remaining net proceeds of
the IFEC Holdings and IFEC LP Assets, which are currently
estimated to be cash in an amount equal to approximately 9% to 17%
of AMF's claims as of the Effective Date, plus rights to receive
certain payments in the future, if any.

If the Disclosure Statement is approved by the Court, the Debtors
propose this timeline with respect to the solicitation and
confirmation of the Plan:

     (a) Debtors will mail Solicitation Packages on or before Dec.
22, 2014,

     (b) the voting and objection deadline with respect to the
Plan will be Jan. 26, 2015, and

     (c) the Confirmation Hearing will be held on Feb. 2, 2015 or
as soon thereafter as is reasonably practicable.

In light of the current posture of the Chapter 11 cases, the
Debtors submit that the proposed timeline is reasonable and
appropriate under the circumstances.

A copy of the Disclosure Statement on Nov. 7, 2014, is available
for free at http://bankrupt.com/misc/IFE_Disc_Statement.pdf

             About International Foreign Exchange

International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
13-13380) on Oct. 17, 2013.

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in
Stamford, Connecticut.  The Debtors' restructuring advisors is CDG
Group.  DiConza Traurig LLP serves as conflicts counsel.  The
Debtors' special counsel is Withers Bergman LLP.  The Debtors'
notice, claims, solicitation and balloting agent is Logan &
Company, Inc.

Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L.
Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth &
Zabel LLP, in New York.

International Foreign Exchange Concepts Holdings Inc., the parent
of investment adviser FX Concepts LLC, sold assets for
$7.48 million to Ruby Commodities Inc., at an auction held
Nov. 25, 2013.  The sale was an old-fashioned auction with the
assets first offered in six lots and then in bulk.  The piecemeal
auction fetched combined bids of $3.38 million.  When the assets
were offered in bulk, Ruby came out on top with an offer of $7.48
million, which the bankruptcy court in New York approved Nov. 26.


INTERNATIONAL FOREIGN: Wants Plan Exclusivity Moved to Feb. 8
-------------------------------------------------------------
International Foreign Exchange Concepts Holdings, Inc., is asking
a bankruptcy judge to extend the period of time during which it
alone holds the right to file a Chapter 11 plan.

In a motion, the company asked U.S. Bankruptcy Judge Robert Gerber
to extend its exclusive right to propose a bankruptcy plan to Feb.
8, 2015, and to solicit votes from creditors to April 12, 2015.

The Debtor said the extension would prevent others from filing
rival plans in court and maintain the company's control over its
bankruptcy case.

             About International Foreign Exchange

International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
13-13380) on Oct. 17, 2013.

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in
Stamford, Connecticut.  The Debtors' restructuring advisors is CDG
Group.  DiConza Traurig LLP serves as conflicts counsel.  The
Debtors' special counsel is Withers Bergman LLP.  The Debtors'
notice, claims, solicitation and balloting agent is Logan &
Company, Inc.

Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L.
Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth &
Zabel LLP, in New York.

International Foreign Exchange Concepts Holdings Inc., the parent
of investment adviser FX Concepts LLC, sold assets for
$7.48 million to Ruby Commodities Inc., at an auction held
Nov. 25, 2013.  The sale was an old-fashioned auction with the
assets first offered in six lots and then in bulk.  The piecemeal
auction fetched combined bids of $3.38 million.  When the assets
were offered in bulk, Ruby came out on top with an offer of $7.48
million, which the bankruptcy court in New York approved Nov. 26.


ISTAR FINANCIAL: Morgan Stanley Reports 5.1% Stake as of Oct. 31
----------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Morgan Stanley disclosed that as of Oct. 31, 2014, it
beneficially owned 4,328,399 shares of common stock of
iStar Financial Inc. representing 5.1 percent of the shares
outstanding.  A full-text copy of the regulatory filing is
available for free at http://is.gd/a49VEd

                       About iStar Financial

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

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

As of Sept. 30, 2014, the Company had $5.48 billion in total
assets, $4.20 billion in total liabilities, $11.35 million in
redeemable noncontrolling interests, and $1.26 billion in total
equity.

                            *     *     *

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

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

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


ITR CONCESSION: Bankruptcy Not Due to PPP Structure, Fitch Says
---------------------------------------------------------------
The bankruptcy of the Indiana Toll Road won't remove the long-term
value from the project nor diminish the importance of public-
private partnerships to U.S. project finance, Fitch Ratings says.

As an integral part of the interstate system, the highway is a
strong asset serving long-distance markets and carrying high
volumes of commercial vehicle traffic.  Last week the Bankruptcy
Court cleared the highway's consortium to take the project out of
Chapter 11.

Fitch says that in addition to optimistic traffic forecasts, the
project was troubled by factors that are specific to its timing
and implementation.  The project built in a large and aggressive
refinancing and was exposed by the depth, timing and slow recovery
from the Great Recession.  In 2010, traffic on the highway was
approximately half the originally projected level, due in part to
the high original forecast and significant toll increases.
Meanwhile the project also had to contend with rising debt costs.

According to Fitch, the highway has several strengths that will
benefit it in the future.  It provides a major, high-speed
interstate connection for automobiles and trucks with limited
other options for many trips, which provides inherent economic and
financial strength over the long haul.  The concession agreement
ensures proper asset preservation and distances the state of
Indiana from toll increases.  However, the potential political
fallout from increases above the inflation rate would be felt by
the state, as flexibility for above-inflationary toll increases
has been granted contractually to the concessionaire through an
index tied to economic growth, Fitch states.  Aggressive
increases, according to Fitch, could divert traffic to the state-
run network, leading to greater congestion on other routes.

Fitch believes the factors that led to Indiana Toll Road's
bankruptcy should not color the prospects for PPPs.  The asset is
being well run and will be better maintained over its useful life
under this framework.  However, Fitch believes PPPs must be
carefully crafted to address all stakeholder concerns.  When
structured well, their use can effectively balance the
responsibilities and risk among all parties and maximize public
benefit.  Despite a mixed track record to date, Fitch believes
PPPs can be effective if lessons from the past are learned.

                       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, 2014, 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 $3.855 billion in principal
amount of first-priority syndicated bank-debt obligations and
$2.15 billion in principal amount of pari passu first-lien
interest rate hedging obligations.


JEFFERSON COUNTY, AL: Fitch Affirms BB+ Rating on $395MM Warrants
-----------------------------------------------------------------
Fitch Ratings affirms the following ratings for Jefferson County,
AL's (the county) warrants:

   -- $395.0 million senior lien sewer revenue current interest
      warrants series 2013-A at 'BB+';

   -- $55.0 million senior lien sewer revenue capital appreciation
      warrants series 2013-B at 'BB+';

   -- $150.0 million senior lien sewer revenue convertible capital
      appreciation warrants series 2013-C at 'BB+';

   -- $810.9 million subordinate lien sewer revenue current
      interest warrants series 2013-D at 'BB';

   -- $50.3 million subordinate lien sewer revenue capital
      appreciation warrants series 2013-E at 'BB'; and

   -- $324.3 million subordinate lien sewer revenue convertible
      capital appreciation warrants series 2013-F at 'BB'

The Rating Outlook is Stable.

SECURITY

The senior lien warrants are secured by a pledge of gross system
revenues.  The subordinate lien warrants are secured by a pledge
of system revenues after payment of the senior lien warrants.

KEY RATING DRIVERS

COUNTY EXITS BANKRUPTCY: The county declared bankruptcy in Nov.
2011 following default on its sewer warrants and general
obligation warrants.  The chapter 9 plan of adjustment (the plan)
was approved by the bankruptcy court on Nov. 22, 2013 allowing the
county to exit bankruptcy.  Implementation of the plan allowed the
county to restructure its defaulted sewer warrants with the senior
and subordinate series 2013 warrants.

FINANCIAL SELF-SUFFICIENCY: The plan should return the county's
sanitary sewer fund to a sustainable position, with fiscal 2014
revenues expected to be sufficient to pay the county's
obligations, including a partial year of debt service.  The
triggers that led to the county's filing for bankruptcy (costly
regulatory requirements, risky financing structures, and
corruption) appear to be eliminated or mitigated.

MINIMAL COVERAGE AFTER 10 YEARS: Sewer system cash flows are
expected to be sufficient to generate favorable debt service
coverage (DSC) and meet capital demands over the initial 10 years
of the debt structure.  In 2024 and beyond, debt service coverage
is projected to be modest at around 1.25x as a result of back-
loaded debt service.  Management projects that cash flows at that
time will be insufficient to support known capital needs.

VERY HIGH DEBT BURDEN: System debt levels are high, even with the
substantial reduction in system obligations achieved by the
county's plan of adjustment.  Further, the very slow pace of debt
amortization will result in an elevated debt burden for decades
even without additional borrowings.

COMMISSION SUPPORTED RATES: The Approved Rate Structure (ARS)
adopted by the county commission in 2013 approved annual rate
adjustments through the life of the warrants (2053).  Ongoing
support of the Commission to implement the annual rate increases
already authorized by the ARS, and any additional future rate
adjustments that may be required to meet the rate covenant on the
warrants, is key to the ratings.

ONGOING LITIGATION: Litigation is ongoing regarding the bankruptcy
court's authority to enforce the ARS.  A recent judge's decision
not to dismiss the case could allow the case to proceed.  While
Fitch continues to assess the risk of potential litigation to
credit quality, the ratings reflect the political will and
authority of the County Commission to enforce the ARS and produce
sufficient revenues to pay warrantholders.  Less rating support is
placed on the authority of the bankruptcy court to enforce the ARS
in the absence of Commission action to do so in the future.

REGIONAL ECONOMIC CENTER: The county's economy is broad and
relatively diverse anchored by its largest employer, the
University of Alabama at Birmingham.  Key sectors include
education, healthcare, retail trade and professional and business
services supplementing its traditional manufacturing activities.
Employment growth has lagged despite some positive economic
developments.  Wealth indices are significantly below the national
averages.

RATING SENSITIVITIES

HINDRANCES TO CARRYING OUT THE ARS: Any litigation or political
action which limits or repeals the ARS would be viewed as a
materially weakening of the system's ability to operate and meet
is obligation to warrantholders.  Downward rating pressure would
be expected to follow in turn.

ADDITIONAL REGULATORY DEMANDS: Regulatory actions that add
material capital and/or operating requirements to the system
likely would result in negative rating action given the system's
limited ability to support such additional financial requirements
from its strained rate base.

INABILITY TO ACHIEVE PROJECTIONS: Changes in the system's
operating profile that make it difficult to achieve at least
forecasted financial results over the next 10 years may be viewed
as a weakening of the system's credit quality.

CREDIT PROFILE

The county is located in northeastern Alabama and has an estimated
population of around 660,000 people, which has been static since
at least 2000.  The system provides retail wastewater collection,
treatment, and disposal service to a 440-square-mile area that
includes 23 municipalities within the county (including the cities
of Birmingham and Bessemer) as well as unincorporated parts of the
county and very small portions of Shelby and St. Clair Counties.
The cities of Birmingham and Bessemer bill customers directly for
sewer service on behalf of Jefferson County and account for 93% of
customers.

EMERGENCE FROM BANKRUPTCY IN 2013

The county filed for chapter 9 bankruptcy protection on Nov. 9,
2011).  A plan of adjustment settling most claims against the
county was approved by the bankruptcy court on Nov. 22, 2013
allowing the county to exit bankruptcy on Dec. 3, 2013.  The
series 2013 warrants were issued as a component of the plan and
provided $1.7 billion in proceeds that were used to retire and
eliminate claims related to the system's previous $3.1 billion in
system obligations.

Fitch views the issues that led to the county's bankruptcy filing
as either eliminated or mitigated.  While credit concerns remain
regarding pressures on the system post-bankruptcy, these concerns
are not expected to affect system operations or debt repayment
going forward beyond what is contemplated at the current rating
levels.

The initial cause of the county's bankruptcy stems from the
system's consent decree between the county and the U.S.
Environmental Protection Agency in 1996. Originally estimated to
cost between $250 million and $1.2 billion, capital costs
ballooned to over $3.1 billion by the time of the filing date.
The escalation in capital costs and the alternative financial
products used to pay for such projects were attributable at least
in part to corruption by government officials and private
individuals and firms, several of which were convicted of criminal
offenses.  With the collapse in the financial markets in 2008 and
because of the county's extensive use of variable-rate products
and third-party agreements (including swaps an liquidity
facilities), the county experienced rapid increases in interest
costs and principal acceleration of numerous obligations which it
was unable to pay.

ONGOING COMMISSION SUPPORT FOR APPROVED RATE INCREASES IS KEY

Implementation of the ARS is a key credit factor supporting the
ratings on the 2013 warrants.  The ARS was adopted by the County
Commission (the commission) in Oct. 2013.  The Oct. 2013
resolution enacting the ARS approved annual rate increases of
7.89% to become effective on Nov. 1, 2014 and Oct. 1, 2015 -2017.
Thereafter, the Oct 2013 resolution provides for annual 3.49%
increases beginning Oct. 1, 2018 and continuing as long as the
2013 sewer revenue warrants are outstanding.  If the commission
wants to make additional rate adjustments, it retains its ability
to do so as long as the rate covenant is maintained, through the
enactment of adjusting resolutions.

The adoption of the ARS is a credit positive in that it alleviates
some political pressure to act on raising rates in the future.
Nevertheless, Fitch remains concerned regarding the implementation
of future rate hikes given the political backlash that may ensue
from the sharp escalation in rates associated with the ARS.  In
addition, Fitch is concerned that the resulting cost of service
from the ARS implementation severely limits the county's ability
to increase rates to meet expected shortfalls in capital spending
needs during the fiscal years 2024 -- 2041 period through either
pay-as-you-go capital or through servicing additional debt.

The ARS was incorporated into the plan of adjustment, at the
county's request, in order to allow the bankruptcy court to retain
jurisdiction and the ARS reportedly would be enforceable by
appropriate orders or relief from the court.  Litigation is
ongoing that challenges the bankruptcy court's authority to
enforce the ARS.  However, the ratings are based on ongoing
support of the elected County Commission to enforce and uphold the
ARS and the rate covenant with warrantholders.  Any indication of
the Commission's intent to do otherwise would pressure the rating.
Fitch views the ongoing community discord regarding the ARS as a
concern to credit quality in that it could pressure future support
from the Commission to uphold the ARS.

PLAN OF ADJUSTMENT ENABLES RETURN TO FINANCIAL SUFFICIENCY

The plan is expected to position the sewer system to be able to
generate sufficient revenues to meet its expenses in fiscal 2014.
Revenues are expected to provide solid financial results for
fiscals 2014-2023 with DSC on combined senior and subordinate lien
warrants of 1.6x - 1.8x through fiscal 2018 and then increase to
above 2.0x during fiscals 2019 - 2023.  Surplus revenues net of
operating fund deposits during fiscals 2014 -2023 are projected to
total $670 million.  These surplus revenues, combined with
$approximatley $238 million in the sewer capital improvement fund
at the end of fiscal 2014 (unaudited), are expected to be
sufficient to fund capital needs during this 10-year period.

OUT-YEAR PRESSURE

Favorable financial performance through fiscal 2023 is in large
part due to a back-loaded debt structure.  Debt service increases
nearly 70% in fiscal 2024 from the prior year to over $140 million
and then continues to escalate 3% annually through fiscal 2040.
This large jump in debt service costs is concerning not only
because total DSC drops to 1.25x but because the elevated carrying
costs significantly erode surplus revenues necessary to fund
ongoing system maintenance.

Fitch is primarily concerned about the system's practical ability
to increase rates above those contemplated in the ARS to cover the
shortfall in meeting basic ongoing capital expenses in 2024 and
thereafter.  Fitch further believes the risk of enhanced discharge
requirements is likely.  To the extent these regulations translate
into additional capital and/or operating expenses system financial
projections will be strained even further.

SIGNIFICANT LEVERAGE REMAINS

System leverage ratios are excessively high despite the tremendous
reduction in system obligations negotiated with creditors under
the plan of adjustment.  Overall, the system's

key debt ratios are 6x to 7x greater than Fitch's national medians
for 'A' category and above credits.  Other system debt metrics are
similarly poor.  No additional debt is programmed into the
system's forecasted cash flows yet leverage ratios will remain
weak for many years into the future given the generally ascending
debt service requirements and anemic rate of principal
amortization on these warrants -- just 12% matures in 20 years.

REGIONAL ECONOMIC CENTER

The system provides retail sanitary sewer collection, treatment
and disposal service to county residents as well as a small number
of people within two surrounding counties.  The service area is
broad and has grown over prior decades to become a major regional
financial and medical player.

The county's employment base is anchored by the University of
Alabama at Birmingham, the largest employer in the county with
some 23,000 workers.  County unemployment trends are favorable,
and in September 2014 the county's unemployment rate was 5.7%
compared to 6.6% for the state and 5.9% in the U.S.  Somewhat
offsetting this positive, personal wealth levels are about 15%
weaker than the U.S.


JOHN D. OIL: US Trustee Names Guy Fustine as Chapter 11 Trustee
---------------------------------------------------------------
The Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania authorized Roberta A. DeAngelis,
U.S. Trustee for Region 3, to appoint Guy C. Fustine, Esq., as
Chapter 11 Trustee for John D. Oil and Gas Company, and Great
Plains Exploration, LLC.

Mr. Fustine is chair of the Bankruptcy & Creditors' Rights Group
of Knox McLaughlin Gornall & Sennett, P.C.

He may be reached at:

     Guy C. Fustine, Esq.
     KNOX MCLAUGHLIN GORNALL & SENNETT, P.C.
     120 W 10th St
     Erie, PA 16501
     Tel: (814) 459-2800
     E-mail: gfustine@kmgslaw.com

                    About John D. Oil & Gas;
              OZ Gas; and Great Plains Exploration

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Dec. 31, 2011, showed $6.98 million in total assets,
$13.26 million in total liabilities, and a stockholders' deficit
of $6.28 million.  The petitions were signed by Richard M.
Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


KINDRED HEALTHCARE: Equity Offering No Impact on Moody's B1 CFR
---------------------------------------------------------------
Moody's Investors Service commented that Kindred Healthcare Inc.'s
announced equity offerings are credit positive. Proceeds of the
equity offerings will be used to partially fund the $1.8 billion
acquisition of Gentiva Health Services, Inc. However, there is no
impact on Kindred's ratings, including its B1 Corporate Family
Rating and B1-PD Probability of Default Rating, at this time.
Kindred's ratings were placed under review for downgrade on
October 9, 2014 following the announcement that the company would
acquire Gentiva. The acquisition is expected to close in the first
quarter of 2015.

Kindred Healthcare, Inc. is a leading provider of long term acute
care, inpatient rehabilitation, home care, and hospice services.
Revenues for the twelve months ended September 30, 2014 were
approximately $5.1 billion.


LAGRANGE VENTURES: Case Summary & Unsecured Creditor
----------------------------------------------------
Debtor: LaGrange Ventures, LLC
        175 North Franklin, Suite 201
        Chicago, IL 60606

Case No.: 14-41585

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 18, 2014

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Eugene R. Wedoff

Debtor's Counsel: Ariel Weissberg, Esq.
                  WEISSBERG & ASSOCIATES, LTD
                  401 S. LaSalle Street, Suite 403
                  Chicago, IL 60605
                  Tel: (312) 663-0004
                  Fax: 312 663-1514
                  Email: ariel@weissberglaw.com

Total Assets: $1.3 million

Total Liabilities: $1.8 million

The petition was signed by Ira T. Nevel, manager.

The Debtor listed Wells Fargo Bank, N.A., as its largest unsecured
creditor holding a claim of $1.8 million.

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

            http://bankrupt.com/misc/ilnb14-41585.pdf


LARCAN INC: Meeting of Creditors Set for Nov. 24 in Toronto
-----------------------------------------------------------
The Superior Court of Justice in Ontario, Canada, issued a
bankruptcy order against Larcan Inc. of Mississauga, Ontario, on
Nov. 4, 2014.  The Court scheduled a meeting of Larcan's creditors
on Nov. 24, 2014, at 11:00 a.m., at the office of the case
trustee, Dodick Landau, in Toronto, Ontario.

Creditors that are eligible to vote must file with the trustee
proofs of claim before the meeting.

The Trustee can be reached at:

     DODICK LANDAU
     4646 Dufferin St., Suite 6
     Toronto, ON M3H 5S4
     Fax: 416-649-7725
     E-mail: stephanie@dodicklandau.ca


LATEX FOAM: Gets Approval to Implement Employee Retention Program
-----------------------------------------------------------------
Latex Foam International, LLC received approval from U.S.
Bankruptcy Judge Alan H.W. Shiff to implement what it calls a key
employee retention program.

Judge Shiff approved the program despite an objection from the
U.S. Trustee, the Justice Department's bankruptcy watchdog.

In his two-page decision, the bankruptcy judge said "the KERP
participants are non-insiders" and that the terms of the program
are "fair and reasonable."

The U.S. Trustee had objected to approval of the program, saying
the company failed to prove that the four employees who are
entitled to receive payments are not insiders.

The program proposes to pay four skilled employees who could help
the company in its restructuring efforts.  The employees will
receive quarterly payments under the program that will cost the
company at least $115,250, according to court filings.

                         About Latex Foam

Headquartered in Shelton, Connecticut, Latex Foam International,
LLC manufactures foam mattresses and component mattresses.  The
196-employee company produces mattress cores, toppers, and pillow
buns utilizing both the Talaway and Dunlop manufacturing
processes.

LFIH is a holding company for 100% of the equity interests in LFI,
PLB, and an inactive entity, Dunlop Latex Foam (Malaysia) SDN.
BHD.

LFI and four affiliates sought Chapter 11 bankruptcy protection
(Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport,
Connecticut, on May 30, 2014.  David Fisher signed the petitions
as president.  The Debtors are seeking joint administration of
their cases.

LFI disclosed $18,437,185 in assets and $30,342,926 in liabilities
as of the Chapter 11 filing.

Judge Alan H.W. Shiff presides over the cases.

James Berman, Esq., and Craig I. Lifland, Esq., at Zeisler and
Zeisler, serve as the Debtors' counsel.

On June 19, 2014, the U.S. Trustee appointed five creditors to
serve on the Official Committee of Unsecured Creditors.   The
Committee tapped to retain Schafer and Weiner, PLLC as its
counsel, and Reid and Reige, P.C. as its local counsel.


LDK SOLAR: Hong Kong Court Sanctions Schemes of Arrangement
-----------------------------------------------------------
LDK Solar CO., Ltd. in provisional liquidation and its Joint
Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of
Zolfo Cooper (Cayman) Limited, disclosed that, on November 18,
2014, the High Court of Hong Kong sanctioned the Hong Kong schemes
of arrangement of LDK Solar and its subsidiaries, LDK Silicon &
Chemical Technology Co., Ltd. and LDK Silicon Holding Co.,
Limited, each as previously approved by scheme creditors at their
class meetings held on October 17, 2014.

"We are very pleased that the High Court of Hong Kong has
sanctioned our Hong Kong schemes of arrangement, and this
represents a further significant step towards completing our
offshore restructuring," stated Xingxue Tong, Interim Chairman,
President and CEO of LDK Solar.  "We now turn our focus to
obtaining the recognition of our LDK Solar Cayman Islands scheme
of arrangement and approval of the terms of our pre-packaged plan
of reorganization from the U.S. Bankruptcy Court.  As always, we
remain committed to rebuilding LDK Solar and repositioning
ourselves in the PV marketplace to grow our business," concluded
Mr. Tong.

The U.S. Bankruptcy Court will hold a hearing on November 21, 2014
to consider confirmation of the prepackaged plan of reorganization
and recognition of the Cayman Island scheme of arrangement of LDK
Solar.

                         About LDK Solar

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

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

LDK Solar in February 2014 filed in the Cayman Islands for the
appointment of provisional liquidators, four days before it was
due to make a $197 million bond repayment.  Its Joint
Provisional Liquidators are Tammy Fu and Eleanor Fisher, both of
Zolfo Cooper (Cayman) Limited, on Oct. 22.

In September 2014, LDK SOalr, LDK Silicon and LDK Silicon Holding
Co., Limited each applied to file an originating summons to
commence their restructuring proceedings in the High Court of Hong
Kong.

On Oct. 21, 2014 three U.S. subsidiaries of LDK Solar, LDK Solar
Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc.
filed voluntary petitions to reorganize under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware.  The lead case is In re  LDK
Solar Systems, Inc. (Bankr. D. Del., Case No. 14-12384).

On Oct. 21, 2014, LDK Solar filed a petition in the same U.S.
Bankruptcy Court for recognition of the provisional liquidation
proceeding in the Grand Court of the Cayman Islands.  The Chapter
15 case is In re LDK Solar CO., Ltd. (Bankr. D. Del., Case No. 14-
12387).

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

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


LEAR CORP: Moody's Ups Corp. Family Rating to Ba1, Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Lear Corporation
-- Corporate Family and Probability of Default Ratings, to Ba1 and
Ba1-PD, from Ba2 and Ba2-PD, respectively. In a related action,
Moody's affirmed the ratings of Lear's senior unsecured notes at
Ba2. The Speculative Grade Liquidity Rating is SGL-1. The rating
outlook is stable.

Ratings upgraded:

Corporate Family Rating, to Ba1 from Ba2;

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

Ratings affirmed:

$245 million of senior unsecured notes due 2020, at Ba2 (LGD4);

$500 million of senior unsecured notes due 2023, at Ba2 (LGD4);

$325 million of senior unsecured notes due 2024, at Ba2 (LGD4);

Speculative Grade Liquidity Rating, at SGL-1

Senior Unsecured Shelf Program (P)Ba2

The senior secured amended and restated credit agreement is not
rated by Moody's.

Ratings Rationale

The upgrade of Lear's Corporate Family Rating to Ba1 reflects
Moody's belief that the company's leading position as a supplier
of seating and electrical power systems in the automotive industry
will continue to generate leverage and interest coverage metrics
supportive of the assigned rating. For the LTM period ending
September 27, 2014 Lear's Debt/EBITDA and EBITA/Interest were 1.6x
and 7.5x, respectively (inclusive of Moody's adjustments). While
Lear intends to finance the acquisition of Eagle Ottawa with debt,
the resulting incremental debt is expected to only moderately
impact the above credit metrics. Eagle Ottawa, the world's largest
supplier of automotive leather, is expected to strengthen Lear's
seating product offerings. Moody's believes that following the
acquisition, Lear will continue to demonstrate strong free cash
flow generation supportive of balanced capital reinvestment and
shareholder returns.

Lear's EBITA margins, at 4.9% for the LTM period ending September
27, 2014 (inclusive of Moody's adjustments), have continued to
gradually improve, largely due to improvement in the operating
performance of the electrical power systems segment which is
benefiting from increasing vehicle content. The Eagle Ottawa
acquisition is expected to modestly improve profit margins as
management has indicated the transaction will be accretive to
earnings, before expected synergies. Over the intermediate term,
Lear's ability to improve EBITA margins will be limited by the
seating segment (about 75% of year-to-date revenues). Management
has indicated that margin improvement in the seating segment has
been challenged by economic conditions in South America and
lackluster recovering economic trends in Europe. Yet, Moody's
believes Lear's seating margins are stronger than its major
automotive seating competitors.

Lear's stable rating outlook reflects Moody's expectation that the
company's operating performance following the acquisition of Eagle
Ottawa will continue to support the assigned rating. While EBITA
margins are expected to gradually improve over time, Moody's
anticipates that they will remain below the sub-factor level
consistent with the assigned rating under the Global Automotive
Supplier Industry over the intermediate-term, limiting the
opportunity for further rating improvement.

The SGL-1 Speculative Grade Liquidity Rating continues to indicate
the expectation of a very good liquidity profile over the next
twelve months supported by strong cash balances, positive free
cash flow generation, and availability under the amended and
restated revolving credit facility. As of September 27, 2014, Lear
had approximately $873 million of cash and cash equivalents.
Liquidity is also supported by a $1.25 billion revolving credit
facility maturing in 2019. As of September 27, 2014, the previous
revolving credit facility was unfunded. Financial covenants under
the amended and restated revolving credit facility include a debt
leverage test and an interest coverage test. The test levels of
these covenants are unchanged from the previous facility and are
expected to have ample headroom over the next twelve months.
Moody's anticipates that Lear will continue to generate positive
free cash flow over the near-term following the acquisition of
Eagle Ottawa.

The notching of the unsecured notes reflects the company's recent
announcement that is has entered into an amended and restated
senior secured credit agreement. The amended and restated credit
agreement, among other things, increases the aggregate commitments
under its revolving credit facility to $1.25 billion from $1
billion and establishes a $500 million term loan. Lear intends to
use the proceeds of the term loan to fund a portion of the
consideration for the previously announced acquisition of Eagle
Ottawa. This higher level of senior secured debt results in the
notching of the unsecured notes below the Corporate Family Rating.

Future events that have the potential to drive Lear's rating
higher include: EBITA sustained at or above 7%. Moody's believes a
key driver to the operating flexibility of automotive parts
suppliers is having strong profit margins prior to deteriorating
industry conditions. Strong profit margins within the automotive
parts supplier industry are typically reflective of
technologically advanced products related to, among others,
occupant safety, emissions control, and electronic content and
connectivity. Lear's ability to strongly position its long-term
strategic offerings toward products offering higher profit margins
could be supportive of higher ratings. Other considerations for a
higher rating include sustaining Debt/EBITDA under 2.0x and
EBITA/Interest coverage, inclusive of restructuring charges, over
5.5x. These metrics incorporate executing organic and acquisitive
growth initiatives and executing balanced shareholder return
policies following the expiry of a standstill agreement with a
group of shareholders in December 2014.

Future events that have the potential to drive Lear's outlook or
rating lower include indications of a broad deterioration in
automotive industry conditions including significant macroeconomic
weakness in one or more of the company's geographic markets, a
deterioration in the credit quality or market position of any of
the Lear's major customers, logistical industry disruptions which
impacts Lear's ability to deliver products to customers; or
acquisitions or shareholder return initiatives that are transacted
in a more aggressive fashion than has been demonstrated by the
company. Lear's outlook or rating also could be lowered if EBITA
margins deteriorate below 4.5%, EBITA/Interest approaches 4.5x,
Debt/EBITDA increases to over 2.5x, or if the company's liquidity
profile deteriorates as a result of deteriorating free cash flow
generation, lower cash balances, or the inability to access
committed availability under the revolving credit facility.

The principal methodology used in this rating was Global
Automotive Supplier 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.

Lear Corporation, headquartered in Southfield, MI, is one of the
world's leading suppliers of automotive seating and electrical
power management systems. The company had net sales of $17.4
billion for the LTM period ending September 27, 2014.


LEAR CORP: Moody's Rates New $650MM Sr. Unsecured Notes 'Ba2'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Lear
Corporation's new $650 million of senior unsecured notes. Lear's
other ratings including Corporate Family and Probability of
Default Ratings at Ba1 and Ba1-PD, respectively, existing senior
unsecured notes at Ba2, and Speculative Grade Liquidity Rating at
SGL-1 are unaffected. The rating outlook remains stable.

The following rating was assigned:

  $650 million senior unsecured notes due 2025, at Ba2 (LGD4 )

Ratings Rationale

Lear announced that it intends to use $350 million of the net
proceeds from the offering, along with the proceeds of its $500
million delayed draw term loan facility, to finance the previously
announced acquisition of Eagle Ottawa which is expected to close
in the first quarter of 2015 subject to customary conditions,
including regulatory approvals. Lear intends to use the remainder
of the net proceeds from the offering to redeem the remaining
outstanding aggregate principal amount of its 8.125% Senior Notes
due 2020 (the "2020 Notes") and for general corporate purposes,
including the payment of fees and expenses associated with the
Eagle Ottawa acquisition and related financing transactions.

On November 17, 2014, Moody's upgraded Lear's Corporate Family
Rating to Ba1 from Ba2 and changed the rating outlook to stable
from positive. See press release dated November 17, 2014.

Future events that have the potential to drive Lear's rating
higher include: EBITA sustained at or above 7%. Moody's believes a
key driver to the operating flexibility of automotive parts
suppliers is having strong profit margins prior to deteriorating
industry conditions. Strong profit margins within the automotive
parts supplier industry are typically reflective of
technologically advanced products related to, among others,
occupant safety, emissions control, and electronic content and
connectivity. Lear's ability to strongly position its long-term
strategic offerings toward products offering higher profit margins
could be supportive of higher ratings. Other considerations for a
higher rating include sustaining Debt/EBITDA under 2.0x and
EBITA/Interest coverage, inclusive of restructuring charges, over
5.5x. These metrics incorporate executing organic and acquisitive
growth initiatives and executing balanced shareholder return
policies following the expiry of a standstill agreement with a
group of shareholders in December 2014.

Future events that have the potential to drive Lear's outlook or
rating lower include: indications of a broad deterioration in
automotive industry conditions including significant macroeconomic
weakness in one or more of the company's geographic markets, a
deterioration in the credit quality or market position of any of
the Lear's major customers, logistical industry disruptions which
impacts Lear's ability to deliver products to customers; or
acquisitions or shareholder return initiatives that are transacted
in a more aggressive fashion than has been demonstrated by the
company. Lear's outlook or rating also could be lowered if EBITA
margins deteriorate below 4.5%, EBITA/Interest approaches 4.5x,
Debt/EBITDA increases to over 2.5x, or if the company's liquidity
profile deteriorates as a result of deteriorating free cash flow
generation, lower cash balances, or the inability to access
committed availability under the revolving credit facility.

The principal methodology used in this rating was Global
Automotive Supplier 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.

Lear Corporation, headquartered in Southfield, MI, is one of the
world's leading suppliers of automotive seating and electrical
power management systems. The company had net sales of $17.4
billion for the LTM period ending September 27, 2014.


LEAR CORP: S&P Assigns 'BB' Rating to $650MM Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' issue-level
rating and '1' recovery rating to Michigan-based Lear Corp.'s
amended $1.25 billion revolving credit facility and newly
established $500 million term loan.  The '1' recovery rating
indicates S&P's expectation that lenders will receive a very high
recovery (90%-100%) in the event of a default.  S&P also assigned
the 'BB' issue-level rating and '5' recovery rating to the
company's $650 million senior unsecured notes.  The '5' recovery
rating indicates S&P's expectation that lenders will receive a
modest recovery (10%-30%) in the event of a default.

The company plans to use the borrowings under the delayed draw
term loan and the net proceeds of the notes offering to finance
the acquisition of Eagle Ottawa and for general corporate
purposes, including the future redemption of the remaining amount
outstanding of its 2020 notes.

Lear's leverage, as measured by its ratio of debt to EBITDA for
the trailing 12 months ended Sept. 27, 2014, was 1.2x, and the
ratio of free operating cash flow to debt was over 25%.  Even with
the issuance of notes in 2014 and draw-down of the term loan in
2015, S&P expects leverage to remain significantly below 3x and
the ratio of free operating cash flow to debt to stay above 15%.

The amended and restated credit agreement amends certain
covenants, extends the maturity date of the revolving credit
facility to 2019, and establishes a $500 million delayed-draw term
loan facility so that the need for these funds may coincide with
the consummation of the Eagle Ottawa acquisition.  The credit
facility is secured by all the assets of the borrower and domestic
subsidiaries and a 65% pledge of foreign subsidiaries' stock.

The notes are senior unsecured obligations that the company's
subsidiary guarantors guarantee on an unsecured basis.  In right
of payment, the notes are subordinated to the company's existing
and future secured debt and equal to all existing and future
senior unsecured debt.

The corporate credit rating on Lear reflects S&P's assessment of
the company's financial risk profile as "intermediate" and its
business risk profile as "weak."  The company is a Tier 1 supplier
of seating systems and electrical systems for the global light-
vehicle market.

RATINGS LIST

Lear Corp.
Corporate credit rating                  BB+/Stable/--

Ratings Assigned
Lear Corp.
Senior secured
  $1.25 bil. revolver due 2019            BBB
    Recovery rating                       1
  $500 mil. term loan due 2020            BBB
    Recovery rating                       1
Senior unsecured
  $650 mil. notes                         BB
    Recovery rating                       5


LENNAR CORP: Fitch Rates $350MM Senior Notes Due 2019 'BB+'
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Lennar Corporation's
(NYSE: LEN and LEN.B) proposed offering of $350 million of senior
notes due 2019.  This issue will be ranked on a pari passu basis
with all other senior unsecured debt.  Net proceeds from the notes
offering will be used for working capital and general corporate
purposes.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The ratings and Outlook for Lennar reflect the company's strong
liquidity position and continuing recovery of the housing sector
this year and in 2015.  The ratings also reflect Lennar's
successful execution of its business model over many cycles,
geographic and product line diversity, and much lessened joint
venture exposure than was the case just a few years ago.

The company did a good job in reducing its inventory exposure
(especially early in the correction) and generating positive
operating cash flow during the past, severe industry downturn.
Additionally, Lennar steadily, substantially reduced its number of
joint ventures (JVs) over the last few years and, as a
consequence, has very sharply lowered its JV recourse debt
exposure (from $1.76 billion to $24.6 million as of Aug. 31,
2014).

In contrast to almost all the other public homebuilders Lennar was
profitable in fiscal 2010 and 2011, and the company was solidly
profitable in fiscal 2012 and 2013.  The company's gross margins
are consistently above its peers, and contributions from its
Rialto Investment segment have added to corporate profits in 2010,
2011, 2012 and 2013.

There are still some challenges facing the housing market that are
likely to moderate the early-to-intermediate stages of this
recovery.  Nevertheless, Lennar has the financial flexibility to
navigate through the sometimes challenging market conditions and
continue to broaden its franchise and invest in land and other
opportunities.

THE INDUSTRY

Housing metrics should increase in 2014 due to moderate economic
growth during the last three quarters of the year (prompted by
improved household net worth, industrial production and consumer
spending), and consequently some acceleration in job growth (as
unemployment rates decrease to 6.2% for 2014 from an average of
7.4% in 2013), despite somewhat higher interest rates, as well as
more measured home price inflation.

Single-family starts in 2014 are projected to improve 2.9% to
636,000 as multifamily volume grows 17.6% to 361,000. Thus, total
starts this year should be just short of 1 million. New home sales
are forecast to edge up almost 1.5% to 436,000, while existing
home volume is likely to decline 6% to 4.785 million due to fewer
distressed homes for sale and limited inventory.  New home price
inflation should moderate in 2014, at least partially because of
higher interest rates.  Average and median new home prices should
rise about 3.5% in 2014.

Housing activity is likely to ratchet up more sharply in 2015 with
the support of a steadily growing economy throughout the year.
The unemployment rate should continue to move lower (5.8% in
2015).  Credit standards should steadily, moderately ease
throughout next year.  Demographics should be more of a positive
catalyst.  More of those younger adults who have been living at
home should find jobs and these 25-35 year olds should provide
some incremental elevation to the rental and starter home markets.

Single-family starts are forecast to rise about 18% to 750,000 as
multifamily volume expands about 7% to 386,000.  Total starts
would be in excess of 1.1 million.  New home sales are projected
to increase 18% to 515,000.  Existing home volume is expected to
approximate 5.025 million, up 5%.

New home price inflation should further taper off with higher
interest rates and the mix of sales shifting more to first time
homebuyer product.  Average and median home prices should increase
2.2%-2.7%.

Challenges remain, including the potential for higher interest
rates, and restrictive credit qualification standards.

IMPROVING FINANCIAL RESULTS AND CREDIT METRICS

Lennar's corporate revenues expanded 29.3% to $5,195.87 million
during the first nine months of 2014.  Homebuilding revenues
increased 30.5% to $4,696.94 million as home deliveries grew 11.2%
to 14,053 and the average selling price increased 14.7% to
$325,585.  Deliveries improved in each region.  The strongest
comparisons were reported for the East and West regions, up 11.1%
and 20.2%, respectively.  The housing gross profit margin also
reflected healthy improvement, growing 131 basis points (bps) to
25.28% during the first three quarters of 2014 - above peer
averages.  SG&A expense as a percentage of total homebuilding
revenues declined from 10.75% to 10.57% for the first nine months
of 2014.  The company reported homebuilding operating income of
$658.66 million for the first three quarters of 2014, up 50.1%.

Financial services revenues decreased 3.4% to $316.35 million with
lesser refinance activity, while segment profits dropped about 27%
to $49.90 million as a result of competitive pressures.  Rialto
Investments revenues expanded 79.7% to $142.20 million and
consisted primarily of securitization revenue and interest income
from Rialto Mortgage Finance (RMF), interest income associated
with the Rialto's segment's portfolio of real estate loans and
fees for managing and servicing assets.  Rialto had an operating
profit of $7.66 million for the first three quarters of 2014
(including $20.7 million of net loss attributable to non-
controlling interest) as compared to a year earlier profit of
$10.56 million (including $4.6 million of net earnings
attributable to non-controlling interest).  Lennar Multifamily
reported revenues of $40.39 million in 2014, up 204.9%.  The
segment operating loss slimmed from $10.44 million to $4.88
million.

The corporate pretax income advanced 46.1% to $591.84 million.
With a much higher (normalized) tax rate in 2014, net earnings
attributable to Lennar rose 24.7% to $393.59 million for the nine
months ended Aug. 31, 2014.  Debt-to-latest 12 months (LTM) EBITDA
was 4.4x at the end of the third quarter 2014, while interest
coverage was 3.9x.  Fitch expects further improvement in credit
metrics, with leverage approaching 4.0x and interest coverage
nearing 4.0x by the end of 2014.

Net unit orders and the value of orders expanded 13.7% and 24.9%
respectively, for the first nine months of 2014. (Orders were up
23.1% in the third quarter of 2014.)  As of Aug. 31, 2014, unit
backlog increased 22.4% to 7,290 and the backlog average sales
price improved 5.5% to $339,736.  The value of backlog gained
29.1% to $2,476.67 million.

LIQUIDITY

The company's homebuilding operations ended the third quarter of
2014 with $542.24 million in unrestricted cash and equivalents and
$11.77 million in restricted cash.

At Aug. 31, 2014, Lennar had a $1.5 billion unsecured revolving
credit facility with certain financial institutions which includes
a $263 million accordion feature that matures in June 2018, $200
million of letter of credit facilities with a financial
institution and a $140 million letter of credit facility with a
different financial institution.  The proceeds available under the
credit facility, which are subject to specified conditions for
borrowing, may be used for working capital and general corporate
purposes.  The credit facility agreement also provides that up to
$500 million in commitments may be used for letters of credit.  As
of Aug. 31, 2014, there were $70 million of borrowings under the
credit facility.

The company's debt maturities are well-laddered, with about 17% of
its senior notes (as of Aug. 31, 2014) maturing through 2016.

Lennar's performance letters of credit outstanding were $240.7
million as of Aug. 31, 2014.  The company's financial letters of
credit outstanding were $181.1 million at the end of the third
quarter.  Performance letters of credit are generally posted with
regulatory bodies to guarantee its performance of certain
development and construction activities.  Financial letters of
credit are generally posted in lieu of cash deposits on option
contracts, for insurance risks, credit enhancements and as other
collateral.

HOMEBUILDING

The company was the second largest homebuilder in 2013 and
primarily focuses on entry-level and first-time move-up
homebuyers.  In 2013 and so far in 2014, approximately one third
of sales were to the first time buyer, half to first time move up
customers and the balance is a mix of second time move up, luxury
and active adult.  The company builds in 17 states with particular
focus on markets in Florida, Texas and California.  Lennar's
significant ranking (within the top five or top 10) in many of its
markets, its largely presale operating strategy, and a return on
capital focus provide the framework to soften the impact on
margins from declining market conditions.  Fitch notes that in the
past, acquisitions (in particular, strategic acquisitions) have
played a significant role in Lennar's operating strategy.

Compared to its peers, Lennar has had above-average exposure to
JVs during this past housing cycle.  Longer-dated land positions
are controlled off balance sheet.  The company's equity interests
in its partnerships generally ranged from 10% to 50%.  These JVs
have a substantial business purpose and are governed by Lennar's
conservative operating principles.  They allow Lennar to
strategically acquire land while mitigating land risks and reduce
the supply of land owned by the company.  They help Lennar to
match financing to asset life.  JVs facilitate just-in-time
inventory management.

Nonetheless, Lennar has substantially reduced its number of JVs
over the last eight years (from 270 at the peak in 2006 to 36 as
of Aug. 31, 2014).  As a consequence, the company has very sharply
lowered its JV recourse debt exposure from $1.76 billion to $24.6
million as of Aug. 31, 2014.  In the future, management will still
be involved with partnerships and JVs, but there will be fewer of
them and they will be larger, on average, than in the past.

The company did a good job in reducing its inventory exposure
(especially early in the correction) and generating positive
operating cash flow.  In 2010, the company started to rebuild its
lot position and increased land and development spending.  Lennar
spent about $600 million on new land purchases during 2011 and
expended about $225 million on land development during the year.
This compares to roughly $475 million of combined land and
development spending during 2009 and about $704 million in 2010.
During 2012, Lennar purchased approximately $1 billion of new land
and spent roughly $302 million on development expenditures.  Land
spend totaled almost $1.9 billion in 2013, and development
expenditures reached about $600 million, double the level of 2012.
Total real estate spending in 2014 could be flat to up moderately
(perhaps $200 million) as Lennar incrementally focuses more on
development activities than on land spend.

The company was considerably more cash flow negative in 2013
($807.71 million) than in 2012 ($424.65 million).  Lennar is
likely to be much less cash flow negative in 2014, maybe half as
much as in 2013.

Fitch is comfortable with this real estate strategy given the
company's cash position, debt maturity schedule, proven access to
the capital markets and willingness to quickly put the brake on
spending as conditions warrant.

FINANCIAL SERVICES

Lennar's financial services segment provides mortgage financing,
title insurance and closing services for both buyers of its homes
and others.  Substantially all of the loans that the segment
originates are sold within a short period in the secondary
mortgage market on a servicing released, non-recourse basis.
After the loans are sold, Lennar retains potential liability for
possible claims by purchasers that the company breached certain
limited industry standard representations and warranties in the
loan sale agreements.  The company participates in mortgage
refinance activity, which periodically is consequential business.

During the first three quarters of 2014, Lennar's financial
services subsidiary provided loans to approximately 77% of its
homebuyers who obtained mortgage financing in areas where Lennar
offered services.  During that same period, the company originated
approximately 15,800 mortgage loans totaling $3.98 billion.

RIALTO

Lennar's Rialto segment was formed to focus on acquisitions of
distressed debt and other real estate assets utilizing Rialto's
abilities to source, underwrite, price, turnaround and ultimately
monetize such assets in markets across the United States.   Lennar
had a similar operation in the 1980s, LNR Property Corporation,
which was the vehicle used by the company to invest in and work
out large portfolios of distressed real estate assets purchased
from the government's Resolution Trust Corporation (RTC).  This
operation was subsequently spun-off as a separate publicly traded
company and was later acquired by Cerberus Capital Management.

Lennar's Rialto reportable segment is a commercial real estate
investment, investment management, and finance company focused on
raising, investing and managing third party capital, originating
and securitizing commercial mortgage loans, as well as investing
its own capital in real estate related mortgage loans, properties
and related securities.  Rialto utilizes its vertically-integrated
investment and operating platform to underwrite, diligence,
acquire, manage, workout and add value to diverse portfolios of
real estate loans, properties and securities, as well as providing
strategic real estate capital.  Rialto's primary focus is to
manage third party capital and to originate and sell into
securitizations commercial mortgage loans.  Rialto has commenced
the workout and/or oversight of billions of dollars of real estate
assets across the United States, including commercial and
residential real estate loans and properties, as well as mortgage
backed securities.  To date, many of the investment and management
opportunities have arisen from the dislocation in the United
States real estate markets and the restructuring and
recapitalization of those markets.  In July 2013, RMF was formed
to originate and sell into securitization five, seven and 10-year
commercial first mortgage loans, generally with principal amounts
between $2 million and $75 million, which are secured by income
producing properties.  This business is expected to be a
significant contributor to Rialto revenues, at least in the near
future.

Rialto is the sponsor of and an investor in private equity
vehicles that invest in and manage real estate related assets.
This includes:

   -- Rialto Real Estate Fund, LP that was formed in 2010 to which
      investors have committed and contributed a total of $700
      million of equity (including $75 million by Lennar);

   -- Rialto Real Estate Fund II, LP that was formed in 2012 with
      the objective to invest in distressed real estate assets and
      other related investments and that as of Aug. 31, 2014 had
      equity commitments of $1.3 billion (including $100 million
      by Lennar) and was closed to additional commitments;

   -- Rialto Mezzanine Partners Fund that was formed in 2013 with
      a target of raising $300 million in capital (including $27
      million committed by Lennar) to invest in performing
      mezzanine commercial loans that have expected durations of
      one to two years and are secured by equity interests in the
      borrowing entity owning the real estate assets.

Rialto also earns fees for its role as a manager of these vehicles
and for providing asset management and other services to those
vehicles and other third parties.

LENNAR MULTIFAMILY

Since 2012, Lennar has become actively involved, primarily through
unconsolidated entities, in the development of multifamily rental
properties.  This business segment focuses on developing a
geographically diversified portfolio of institutional quality
multifamily rental properties in select U.S. markets.

As of Aug. 31, 2014, Lennar's balance sheet had $205 million of
assets related to the Lennar Multifamily segment, which includes
investments in unconsolidated entities of $92.9 million.  Lennar's
net investment in the Lennar Multifamily segment as of Aug. 31,
2014 was $159.5 million.  As of Aug. 31, 2014, the Lennar
Multifamily segment had interests in 19 communities with
development costs of approximately $1.1 billion, of which one
community was completed and operating, two communities were
partially completed and leasing, and 16 communities were under
construction.  The Lennar Multifamily segment also had a pipeline
of future projects totaling $3.9 billion in assets across a number
of states that will be developed primarily by unconsolidated
entities.

FIVEPOINT COMMUNITIES

FivePoint manages large, complex master planned communities in the
Western U.S., typically in a JV structure.  These include the
former military installation El Toro, the former Newhall Land and
Farming Company (just north of Los Angeles) and San Francisco's
Hunters Point.  These entities will not be generating meaningful
home deliveries for another few years.  At Great Park (El Toro),
the first phase of 726 homes is over 80% sold out and the second
phase of 1,000 home sites will begin to be sold to builders at
the beginning of next year.  The grand opening will be late spring
2015.  Lennar won two lawsuits which would have impeded the
development at Newhall Land and also won an appeal of a lawsuit
that challenged its environmental permit in the second quarter
2014.  Newhall continues to defend various legal challenges, but
its intent is to break ground in 2015.  Lennar is pre-selling
homes at the Shipyard, Candle Stick Park/Hunters Point, in San
Francisco.  About 250 homes are under construction and another 100
are scheduled to break ground in 2014.  The venture will begin
delivering these homes in 2015.  Lastly, at Treasure Island,
Lennar is designing homes and doing land development engineering
with an expectation to break ground in early 2016.

RATING SENSITIVITIES

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

Fitch would consider taking further positive rating actions if the
recovery in housing accelerates and Lennar shows steady
improvement in credit metrics (such as debt to EBITDA leverage
consistently less than 3x), while maintaining a healthy liquidity
position (in excess of $1 billion in a combination of cash and
revolver availability).

Conversely, negative rating actions could occur if the recovery in
housing dissipates and Lennar maintains an overly aggressive land
and development spending program.  This could lead to sharp
declines in profitability, consistent and significant negative
quarterly cash flow from operations, higher leverage and
meaningfully diminished liquidity position (below $500 million).

Fitch currently rates Lennar as:

   -- Issuer Default Rating 'BB+';
   -- Senior unsecured debt 'BB+'.

The Rating Outlook is Stable.


LENNAR CORP: Moody's Rates New $350MM Sr. Unsecured Notes Ba3
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Lennar
Corporation's proposed new $350 million of senior unsecured notes
due 2019, proceeds of which will be used for working capital and
general corporate purposes. In the same rating action, Moody's
affirmed Lennar's Ba3 corporate family rating, Ba3-PD probability
of default rating, and the Ba3 rating on the company's 10 existing
issues of senior unsecured and convertible senior notes due from
2015 to 2022. Moody's also affirmed Lennar's speculative grade
liquidity rating at SGL-1. The rating outlook remains positive.

The positive outlook reflects Moody's expectation that Lennar's
adjusted debt leverage will trend towards that of a Ba2-rated
homebuilder within the next 12 to 18 months while its other key
credit metrics, e.g., gross margins, interest coverage, and return
on assets, will continue to improve and, in some cases, exceed Ba2
levels.

The following rating actions were taken:

  Proposed new $350 million of senior unsecured notes due 2019,
  assigned Ba3, LGD4;

  Corporate family rating, affirmed Ba3;

  Probability of default rating, affirmed at Ba3-PD;

  Existing senior unsecured notes, affirmed at Ba3, LGD4 ;

  Existing convertible senior notes, affirmed at Ba3, LGD4;

  Existing senior unsecured shelf, affirmed at (P)Ba3;

  New senior unsecured shelf assigned at (P)Ba3;

  Speculative grade liquidity assessment, affirmed at SGL-1;

  Ratings outlook is positive.

Ratings Rationale

The Ba3 corporate family rating reflects the company's industry-
leading gross margins among the pure homebuilders; its strong
earnings performance; the near elimination of its formerly
outsized recourse joint venture debt exposure; and the substantial
tangible equity base. In addition, the company has successfully
managed its investments in new asset classes that are different
from, albeit related to, more traditional homebuilding activities.

At the same time, Lennar's ratings incorporate an adjusted pro
forma homebuilding debt leverage of approximately 53% as of August
31, 2014 that is stretched even for a Ba3; the expectation of
negative cash flow from operations over the next 12 to 18 months
as the company continues to feed its growth engine; the moderately
long land position; and its high proportion of speculative
construction. In addition, Lennar's propensity to invest in
different asset classes and structures compared to more
traditional homebuilders adds an element of added risk to the
company's credit profile. While these investments can and do
generate solid returns and cash, especially during growth periods,
they can also result in sizable write downs, onsiderable use of
management time, and cash drains, as the joint venture operations
did during the recent downturn.

Lennar's liquidity is supported by its $642 million unrestricted
cash position at August 31, 2014 (pro forma for the repayment of
$250 million of senior unsecured notes early in September and the
issuance herein of $350 million of senior unsecured notes), the
availability of about $1.14 billion under its $1.24 billion
committed senior unsecured revolving credit facility due 2018 (net
of $70 million drawn and $26 million of outstanding letters of
credit), and substantial headroom under its financial maintenance
covenants. The revolving credit facility requires the company to
maintain compliance, as of August 31, 2014, with minimum tangible
net worth of $2.15 billion, maximum net debt leverage of 65.0%,
and either a minimum 1.0x liquidity coverage of last 12 months
interest incurred or a trailing 12 months interest coverage of
1.5x.

The ratings could benefit if the company continues to generate
positive and growing net income, resumes growing its free cash
flow, continues to strengthen its liquidity, and, most
importantly, drives its adjusted debt leverage towards the 45%
level.

The outlook and/or ratings could come under pressure if the
economic backdrop suddenly and significantly takes a turn for the
worse; the company begins generating negative net income;
impairments were again to rise materially; the company were to
experience even sharper-than-expected reductions in its trailing
12-month free cash flow generation; and/or adjusted debt leverage
were to exceed 60% on a sustained basis.

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

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 or 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.


LENNAR CORP: S&P Rates Proposed $350MM Senior Notes Due 2019 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating to U.S.-based homebuilder Lennar Corp.'s proposed $350
million senior notes due 2019.  The recovery rating is '3',
indicating S&P's expectation for meaningful (50%-70%) recovery in
the event of a payment default.  S&P expects the company to use
the proceeds for working capital and general corporate purposes.
S&P's 'BB' corporate credit rating on Lennar is unaffected.

Ratings List

Lennar Corp.
   Corporate Credit Ratings        BB/Stable/--

New Rating

Lennar Corp.
   $350 mil sr notes due 2019      BB


LEVEL 3 COMMUNICATIONS: Moody's Rates New $600MM Sr. Notes Caa1
---------------------------------------------------------------
Moody's Investors Service rated Level 3 Communications, Inc.'s new
8-year $600 million senior unsecured notes Caa1. Level 3's
corporate family and probability of default ratings remain
unchanged at B2 and B2-PD, respectively, and the company's
speculative grade liquidity rating remains unchanged at SGL-2
(good liquidity). In addition, the ratings outlook remains stable.

The new notes offering has no ratings implications as the
proceeds, along with cash on hand, will be used to redeem all the
of company's outstanding $605 million 11.875% notes due 2019.
Level 3's overall credit profile is not affected and both
corporate level and instrument ratings remain unchanged at their
existing levels. The rating on the existing $605 million notes
will be withdrawn in due course.

The following summarizes the rating action:

Assignments:

Issuer: Level 3 Communications, Inc.

Senior Unsecured Bond/Debenture, assigned Caa1 (LGD6)

Ratings Rationale

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

Rating Outlook

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

What Could Change the Rating -- UP

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

What Could Change the Rating -- DOWN

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


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


LEVEL 3: Temasek Holdings Has 16.5% Stake as of Nov. 10
-------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Temasek Holdings (Private) Limited and its affiliates
disclosed that as of Nov. 10, 2014, they beneficially owned
55,498,593 shares of common stock of Level 3 Communications, Inc.,
representing 16.5 percent of the shares outstanding (based on
335,961,229 shares of Common Stock reported as outstanding as of
Nov. 5, 2014, in the Company's quarterly report on Form 10-Q filed
with the SEC on Nov. 7, 2014.  A full-text copy of the regulatory
filing is available for free at http://is.gd/lSFLeY

                   About Level 3 Communications

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

Level 3 incurred a net loss of $109 million in 2013, a net
loss of $422 million in 2012, and a net loss of $756 million in
2011.  As of Sept. 30, 2014, the Company had $13.98 billion in
total assets, $12.33 billion in total liabilities and $1.64
billion in stockholders' equity.

                           *     *     *

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

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

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

As reported by the TCR on Oc. 31, 2014, Moody's Investors Service
upgraded Level 3 Communications Inc.'s corporate family rating
(CFR) to B2 from B3.

Level 3's B2 CFR is based on the company's ability to generate
relatively modest free cash flow of between $250 million and $300
million in 2016 and, inclusive of debt which is presumed to be
converted to equity in 2015, to de-lever by approximately 0.5x to
4.8x (Moody's adjusted) by the end of 2016.


LIBERTY TOWERS: Seeks Extension of Schedules Filing
---------------------------------------------------
Liberty Towers Realty LLC is set to appear on Dec. 2, 2014, before
Bankruptcy Judge Elizabeth S. Stong at Courtroom 3585 in Brooklyn,
New York, to seek an order for an extension of the time by which
it must file its schedules of assets and liabilities and statement
of financial affairs.

The Debtor says it will be seeking a 30-day extension from the
date of the order, pursuant to FRBP Rule 1007(c), to prepare and
file the Schedules and any other documents required under Sec. 521
of the Bankruptcy Code without prejudice to its right to seek any
further extensions from the Court.

                        About Liberty Towers

Liberty Towers Realty LLC sought bankruptcy protection in
Brooklyn, New York (Bankr. E.D.N.Y. Case No. 14-45187) on Oct. 15,
2014, just three years after the dismissal of its previous Chapter
11 case.  The petition was signed by Toby Luria as member.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Carlebach Law Group serves as the Debtor's counsel.

Liberty Towers' case was initially assigned to Judge Carla E.
Craig but has been reassigned to Judge Elizabeth S. Stong due to
Liberty's previous bankruptcy case (Case 11-42589).  The previous
case was dismissed July 27, 2011.

Related entity Liberty Towers Realty I, LLC, also sought
bankruptcy protection (Case No. 14-45189) on Oct. 15.

                           *   *   *

The Sec. 341(a) meeting of creditors in the Debtor's case is
currently set for Nov. 21, 2014, at 2:00 p.m.


LIQUIDMETAL TECHNOLOGIES: Incurs $1 Million Net Loss in Q3
----------------------------------------------------------
Liquidmetal Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.01 million on $97,000 of total revenue for the
three months ended Sept. 30, 2014, compared to a net loss of $6.75
million on $456,000 of total revenue for the same period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $7.43 million on $410,000 of total revenue compared to
a net loss of $12.16 million on $728,000 of total revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2014, showed $14.21
million in total assets, $6.86 million in total liabilities and
$7.34 million in total stockholders' equity.

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

                        http://is.gd/jsrZvH

                   About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal reported a net loss and comprehensive loss of $14.24
million on $1.02 million of total revenue for the year ended
Dec. 31, 2013, as compared with a net loss and comprehensive loss
of $14.02 million on $650,000 of total revenue for the year ended
Dec. 31, 2012.

SingerLewak LLP, in Los Angeles, 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 suffered recurring losses from operations and
has an accumulated deficit.  This raises substantial doubt about
the Company's ability to continue as a going concern.


LOFINO PROPERTIES: Second Amended Chapter 11 Plan Now Effective
---------------------------------------------------------------
Lofino Properties LLC informed the U.S. Bankruptcy Court for the
Southern District of Ohio that its second amended Chapter 11 plan
of reorganization became effective as of Nov. 14, 2014.

As reported in the Troubled Company Reporter on Nov. 14, 2014,
the Court directed Lofino Properties, LLC, et al., to file a final
report, providing a detailed accounting of the payment, transfers,
and other transactions involved in implementing the Second Amended
Plan.

The final report must be filed within one year from the date of
entry of the order confirming the Plan.

On Oct. 16, 2014, the Court entered an order confirming the Plan
co-proposed by Henry E. Menninger, Jr., Chapter 11 trustee for the
Debtors; and First Financial Bank, NA.

The Plan provides that on the Effective Date, the Liquidating
Trust will (a) be established on the terms set forth in the
Liquidating Trust Agreement; and (b) become effective without any
further documentation or need for approval by the Bankruptcy
Court in accordance with Section IV.E of the Plan and vested with
(a) the Causes of Action; (b) the Reorganized Lofino Membership
Interests; (c) any assets of the Debtors not used in the operation
of the First Financial Property; and (d) accounts receivable owed
to Lofino Properties by (i) Michael D. Lofino, (ii) the Estate of
Charles J. Lofino, (iii) 5011 Ocean Blvd, LLC, (iv) Lofino's Food
Stores, Inc., and (v) Dayton Foods Limited Partnership; and (e)
funds recovered by the Trustee prior to the Effective Date.

A copy of the Plan is available for free at:

    http://bankrupt.com/misc/LofinoProperties_355_orderplan.pdf

              About Lofino Properties & Southland 75

Dayton, Ohio-based Lofino Properties, LLC, which owns retail
stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34099) on Oct. 4, 2013.  Lofino Properties listed assets of
$19.91 million and liabilities of about $13.15 million.

A sister company, Southland 75 LLC, which owns a strip shopping
center, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34100) on the same day.  Southland 75 listed assets of $8.09
million and liabilities of $5.62 million.

The Hon. Judge Lawrence S. Walter presides over the cases.
According to the petitions, attorneys at Pickrel, Schaeffer, and
Ebeling, in Dayton, Ohio, represent the Debtors as counsel.  The
petitions were signed by Michael D. Lofino, managing member.

In re Southland 75, LLC, case no. 13-34100, has been substantively
consolidated on lead case no. 13-34099.

Henry E. Menninger, Jr., has been appointed the chapter 11
trustee, and is represented by Raymond J. Pikna, Jr., Esq., at
Wood & Lamping LLP.

Attorneys for lender, First Financial Bank, N.A., can be reached
at Robert G. Sanker, Esq., and Jason V. Stitt, Esq., at Keating
Muething & Klekamp PLL.

Maria Mariano Guthrie, Esq., and Leon Friedberg, Esq., at Carlile
Patchen & Murphy, represent Jamie Hadac at Foresite Realty, as
Receiver.

Larry J. McClatchey, Esq., at Kegler Brown Hill + Ritter,
represents LCM Investments Management LLC.

GLICNY Real Estate Holding, LLC, is represented by Isaac M.
Gabriel, Esq., at Quarles & Brady LLP; and Gilbert E. Blomgren,
Esq., at Blomgren & Bobka Co., L.P.A.


MARINA BIOTECH: Reports $7.1 Million Net Loss for Third Quarter
---------------------------------------------------------------
Marina Biotech, Inc., reported a net loss of $7.12 million on $0
of license and other revenue for the three months ended Sept. 30,
2014, compared to a net loss of $976,000 on $800,000 of license
and other revenue for the same period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $12.3 million on $0 of license and other revenue
compared to net income of $393,000 on $1.11 million of license and
other revenue for the same period last year.

As of Sept. 30, 2014, the Company had $9.95 million in total
assets, $20.1 million in total liabilities and a $10.2 million
total stockholders' deficit.

"We continue to rebuild the company by focusing on three key
areas: clinical pipeline, partnering and financials and at this
point, we believe that we have taken significant steps to
establish a solid foundation upon which to build shareholder
value," stated J. Michael French, president & CEO of Marina
Biotech.  "The company's improved condition and outlook has helped
us build momentum in our partnering discussions and over the next
several months we will continue our efforts to enter into one or
more licenses involving our delivery technologies.  In addition,
we expect to start in vivo proof-of-concept work for our myotonic
dystrophy program.  Finally, I would like to emphasize to our
shareholders that we remain committed to efficiently utilizing our
resources to accomplish as much as possible with the least
expenditure, an approach we believe is essential at this point to
realizing significant value from our assets," French added.

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

                       http://is.gd/2hKnN6

                       About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

As reported by the TCR on May 21, 2014, KPMG LLP was dismissed as
the principal accountants for Marina Biotech, Inc., and Wolf &
Company, P.C., had been engaged as replacement.

In 2013, the Company incurred a net loss of $1.57 million on $2.11
million of license and other revenue, compared to a net loss of
$9.54 million on $4.21 million of license and other revenue in
2012.


MARKWEST ENERGY: S&P Rates $500MM Sr. Unsecured Notes Offering BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating and '4' recovery rating to MarkWest Energy
Partners L.P.'s and MarkWest Energy Finance Corp.'s $500 million
senior unsecured notes offering due 2024.  The '4' recovery rating
indicates S&P's expectation of average (30% to 50%) recovery if a
payment default occurs.

The partnership intends to use net proceeds to repay outstanding
borrowings under its revolving credit facility, to fund capital
spending and for general partnership purposes.  As of Sept. 30,
2014, the partnership had $3.5 billion of reported debt.

Denver-based MarkWest is a midstream energy partnership that
specializes in natural gas gathering and processing, and the
fractionation of natural gas liquids.  The corporate credit rating
is 'BB' and the outlook is stable.

RATINGS LIST

MarkWest Energy Partners L.P.
  Corp credit rating                   BB/Stable/--

New Rating
MarkWest Energy Partners L.P.
MarkWest Energy Finance Corp.
  $500 mil sr unsecd notes due 2024    BB
  Recovery rating                      4


MERITOR INC: S&P Raises Corp. Credit Rating to B+; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Troy, Mich.-based Meritor Inc. to 'B+' from 'B'.  The
outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's senior secured revolver to 'BB' from 'BB-'.  The '1'
recovery rating on the debt remains unchanged, indicating S&P's
expectation for very high recovery (90%-100%) in the event of
payment default.

S&P also raised its issue-level rating on the company's senior
unsecured notes to 'B' from 'B-'.  The '5' recovery rating on the
debt remains unchanged, indicating S&P's expectation for modest
recovery (10%-30%; lower half of the range) in the event of
payment default.

"The rating on Meritor reflects the company's improved debt
leverage as well as our view that its credit measures will
continue to improve in the fiscal year ending September 2015,"
said Standard & Poor's credit analyst Robyn Shapiro.  "The
company's operating performance improved in fiscal 2014 due to
material and structural cost reductions and pricing initiatives,
and we expect it to continue improving in 2015."  Meritor also
used proceeds from its settlement of the Eaton antitrust
litigation, along with free cash flow, to repay debt balances and
voluntarily prefund the next three years of mandatory
contributions to its U.S. and U.K. pension plans.

The outlook is stable.  Meritor continues to gradually improve its
operating performance, and it reduced debt leverage considerably
in 2014.  S&P believes Meritor's FOCF will remain positive for
fiscal 2015.

S&P could raise the rating over the next 12 months if Meritor's
operating performance continues to strengthen, with EBITDA margins
above 9%, such that S&P's assessment of the company's business
improves.  For an upgrade, S&P would also expect the company to
maintain adjusted debt to EBITDA in the 4x-5x range and FOCF to
debt of 5%-10%.

S&P could lower its rating on Meritor during the next 12 months if
overall commercial truck and industrial demand falters, negatively
affecting Meritor's operating performance.  For example, a
downgrade could occur if debt leverage increases and returns to
above 5x or FOCF to debt falls below 5%.  This could occur if
gross margins fall below 14% in fiscal 2015.


MERRIMACK PHARMACEUTICALS: Director James Dresser Resigns
---------------------------------------------------------
James van B. Dresser provided notice of his resignation from the
Board of Directors of Merrimack Pharmaceuticals, Inc., effective
as of Nov. 12, 2014, according to a regulatory fiilng with the
U.S. Securities and Exchange Commission.

On Nov. 12, 2014, the Board elected Vivian S. Lee as a director of
the Company to fill the vacancy created by the resignation of Mr.
Dresser.  Ms. Lee was also elected to serve on the Organization
and Compensation Committee of the Board.

                           About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack reported a net loss of $130.68 million in 2013, a net
loss of $91.75 million in 2012 and a net loss of $79.67 million in
2011.

The Company's balance sheet at Sept. 30, 2014, showed $188.60
million in total assets, $288.46 million in total liabilities,
$150,000 in non-controlling interest and a $99.71 million total
stockholders' deficit.


MICROCOAL INC: Parent Withdraws Bankruptcy Reorganization
---------------------------------------------------------
MicroCoal(R) Technologies Inc. on Nov. 18 disclosed its withdrawal
from voluntary bankruptcy reorganization its wholly owned United
States subsidiary MicroCoal Inc.  In a prior news release, the
Company announced its intention to restructure the subsidiary
through bankruptcy protection.

Chief Executive Officer Lawrence Siegel noted: "The suspension of
these bankruptcy proceedings means that the Company can turn its
focus to the construction of its commercial-scale demonstration
plant in King William County, Virginia."

Remarked James Young, Chairman of the Board of Directors:
"Although the Company was prepared to wind-up MicroCoal Inc.
through bankruptcy proceedings, I am pleased that the Company was
able to achieve its corporate re-organization objectives in such a
way that this bankruptcy could be avoided."

                   About MicroCoal Technologies

MicroCoal(R) Technologies Inc. is focused on commercializing its
unique, clean-coal upgrading technology known as MicroCoal(R); a
low-cost, patented microwave technology that reduces moisture in
coal resulting in an upgraded energy content of coal.  This
process provides significant financial benefits to coal-fired
electrical generating utilities such as: large cost savings from
switching to low-rank coal, substantial increases in boiler
efficiencies and heat output, improved ash efficiencies and
reductions in scrubber costs.  Important environmental benefits
such as reductions in greenhouse gases and mercury can also be
derived from implementation of this technology.  The Company is
currently constructing the first commercial facility in Indonesia
and discussions for other projects are underway.


MINT LEASING: Delays Form 10-Q Filing for Review
------------------------------------------------
The Mint Leasing, Inc., disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it has experienced
delays in completing its quarterly report on Form 10-Q for the
quarter ended Sept. 30, 2014, as the Company's auditor has not
completed its review of the financial statements.  As a result,
the Company is delayed in filing its Quarterly Report on Form 10-Q
for the quarter ended Sept. 30, 2014.

                        About Mint Leasing

Houston, Texas-based The Mint Leasing, Inc., is in the business of
leasing automobiles and fleet vehicles throughout the United
States.

Mint Leasing reported net income of $3.22 million on $6.45 million
of total revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $238,969 on $9.97 million of total revenues in
2012.

As of June 30, 2014, the Company had $17.86 million in total
assets, $16.58 million in total liabilities and $1.28 million in
total stockholders' equity.

                         Bankruptcy Warning

"We do not currently have any commitments of additional capital
from third parties or from our sole officer and director or
majority shareholders.  We can provide no assurance that
additional financing will be available on favorable terms, if at
all.  If we choose to raise additional capital through the sale of
debt or equity securities, such sales may cause substantial
dilution to our existing shareholders and/or trigger the anti-
dilution protection of the Warrants.  If we are not able to obtain
additional funding to repay the Amended Loan and our other
outstanding notes payable and debt facilities, we may be forced to
abandon or curtail our business plan, which may cause any
investment in the Company to become worthless.  Our independent
auditor has expressed substantial doubt regarding our ability to
continue as a going concern.  If we are unable to continue as a
going concern, we may be forced to file for bankruptcy protection,
may be forced to cease our filings with the Securities and
Exchange Commission, and the value of our securities may decline
in value or become worthless," the Company said in the 2013 Annual
Report.


MISSISSIPPI PHOSPHATES: Can File Schedules Until Dec. 10
--------------------------------------------------------
Hon. Katharine M. Samson granted Mississippi Phosphates
Corporation an extension of the time by which it must file its
schedules of assets and liabilities and statements of financial
affairs through December 10, 2014.

                   About Mississippi Phosphates

Mississippi Phosphates Corporation is a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer.  MPC, which was formed
as a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in
its 1990 bankruptcy.  Phosphate rock, the primary raw material
used in the production of DAP, is being supplied by OCP S.A., a
corporation owned by the Kingdom of Morocco.

The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.

As of Oct. 27, 2014, MPC has a work force of 250 employees, broken
into 224 regular employees and 26 "nested" third-party contract
employees.

MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc.,
and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11
bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667)
on Oct. 27, 2014.  Judge Katharine M. Samson is assigned to the
cases.

Mississippi Phosphates estimated $100 million to $500 million in
both assets and liabilities.  Affiliates Ammonia Tank and Sulfuric
Acid Tanks each estimated $1 million to $10 million in both assets
and liabilities.

The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler
Snow LLP as counsel.

The U.S. Trustee for Region 5 has appointed seven creditors to
serve in the official unsecured creditors committee in the
Debtors' cases.

                             *   *   *

The meeting of creditors pursuant to Sec. 341(a) in the Debtors'
cases is currently scheduled for Dec. 17, 2014, at 10:30 a.m., in
Gulfport, Mississippi.


MOBILE MINI: Moody's Affirms B1 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family and B2
senior unsecured ratings of Mobile Mini, Inc. ("Mobile Mini"), and
revised the outlook on the ratings to negative from positive. The
rating action follows Mobile Mini's announcement that it will
purchase Evergreen Tank Solutions ("ETS", B3 stable), a provider
of specialty containment solutions, for $405 million in cash.

Ratings Rationale

The negative outlook reflects the expected weakening of Mobile
Mini's credit profile relating to higher leverage and operating
risks from a business new to the company. Mobile Mini plans to
fund the acquisition via its existing ABL revolver, which will
increase the company's leverage to approximately 5.5x on a pro-
forma basis from 4x at the end of third quarter (based on
unadjusted EBITDA). The company expects to close the transaction
by the end of this year.

The transaction will also weaken Mobile Mini's funding profile,
which is heavily reliant on the company's ABL facility. The
company plans to upsize the facility by $100 million to a total
facility size of $1 billion in order to create additional capacity
to fund the acquisition. Mobile Mini estimates that it will have
less than $300 million available under the facility once the
transaction closes, which will substantially reduce its financial
and operational flexibility. Partially mitigating this concern is
Mobile Mini's strong cash flow generation, relatively low capital
expenditures requirements in its mobile storage leasing business,
and absence of near-term debt maturities.

The negative outlook also reflects the business and execution risk
presented by the acquisition, given that by acquiring ETS, Mobile
Mini will be expanding into an industry that is new to the
company. In Moody's view, ETS has a weaker credit profile than
Mobile Mini, has higher capital expenditure requirements and
weaker cash flow generation, and exposes Mobile Mini to potential
liabilities related to the transportation and storage of
environmentally sensitive materials.

Moody's had assigned a positive outlook to Mobile Mini's ratings
earlier this year, citing improved financial performance and
continued deleveraging. The announced debt-financed acquisition is
not commensurate with Moody's previous expectation that the
company would further reduce leverage.

Ratings would be downgraded if the combined entity's financial and
operating performance proves to be weaker than anticipated and if
the company fails to reduce its leverage to at least 4x within a
year after closing the acquisition.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.


MOOG INC: Moody's Assigns Ba2 CFR & Rates $250MM Unsec. Notes Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned Moog Inc. a Ba2 Corporate
Family Rating ("CFR"), Ba2-PD Probability of Default Rating, and a
Ba3 rating to the company's proposed $250 million senior unsecured
notes due 2022. Concurrently, Moody's assigned a Speculative-Grade
Liquidity ("SGL") rating of SGL-2 to Moog reflecting the
expectation of a good near-term liquidity profile. The rating
outlook is stable.

The proceeds from the $250 million senior unsecured notes are
expected to be used to reduce borrowings under the company's $1.1
billion revolving credit facility due May 2019. Pro forma for the
proposed transaction, total debt is expected to increase
marginally. Moody's notes that total debt levels could remain
elevated given the company's increase in share repurchase activity
and ability to repurchase additional shares under its 5 million
share repurchase program authorized in August of this year. The
company completed share buybacks under its 4 million share
repurchase program that had been authorized in January of this
year. The Ba3 rating on the proposed notes reflects the junior
position of the notes given their unsecured status relative to the
company's sizable bank credit facility secured by domestic assets.

The following ratings were assigned (the ratings are based on the
transaction as currently proposed and are subject to change upon
Moody's review of final documentation):

  Corporate Family Rating, assigned Ba2;

  Probability of Default Rating, assigned Ba2-PD;

  $250 million Senior Unsecured Notes due 2022, assigned Ba3
  (LGD-5);

  Speculative-Grade Liquidity Rating, assigned SGL-2;

Rating outlook is stable.

Rating Rationale

Moog's Ba2 Corporate Family Rating considers the company's well-
established position in the design and manufacture of precision
motion and fluid controls and systems. The ratings benefit from
Moog's program platform, end-market and geographic diversity on a
large installed-base within its primary and largest end-market,
aerospace & defense, as well as its diversity via its exposure to
the industrial and medical markets. The ratings are
counterbalanced by a recent shift towards a more shareholder-
friendly financial policy. The company has spent $266 million to
fund share repurchases during the first nine months of calendar
2014 and authorized a new share repurchase program in August of
this year. The company's bolt-on acquisition focus, costs related
to some commercial aerospace production ramp-ups, as well as
defense budget pressures in the United States and Europe constrain
the ratings. However, the ratings also reflect the company's good
liquidity profile characterized by the expectation of continued
positive free cash flow generation and a healthy backlog.

The Speculative-Grade Liquidity ("SGL") assessment of SGL-2
indicates the expectation that the company will maintain a good
liquidity profile over the next twelve months. The ratings
anticipate that the company will continue to generate positive
free cash flow. The company's liquidity profile over the next
twelve to eighteen months remains relatively unchanged post the
proposed transaction as the increased availability under the
company's revolver could be offset by increased borrowings to
finance any share repurchases. The ratings anticipate that the
company will continue to rely on its revolving credit facility as
a source of liquidity. The good liquidity rating is supported by
the company's cash flow generation, availability under its sizable
credit facility, ample cushion under its credit agreement
financial maintenance covenants and ability to sell foreign assets
if needed.

The stable outlook anticipates that the company will maintain a
good liquidity profile over the intermediate term with debt/EBITDA
remaining below 4.0 times.

Ratings could be subject to downward pressure if the company were
to take on material, additional debt to finance acquisitions or
share purchases, or if the adequacy of Moog's liquidity position
were to come into question. The ratings could also be downgraded
if free cash flow generation materially deteriorates, debt/EBITDA
surpasses 4.0 times or operating margins decline below 9%.

The ratings could be raised if leverage (debt / EBITDA on a
Moody's adjusted basis) declines to below 2.5 times on a sustained
basis, operating margins exceed 12%, FCF/debt remains above 10%
and the company maintains a good liquidity profile.

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

Moog, Inc., headquartered in East Aurora, NY, is a designer and
manufacturer of high performance precision motion control products
and systems for aerospace and industrial markets. The company
operates within five segments: Aircraft Controls, Space and
Defense Controls, Industrial Systems, Components, and Medical
Devices. Moog reported fiscal year ended September 30, 2014
revenues of approximately $2.65 billion.


MOTORS LIQUIDATION: Had $750MM Assets in Liquidation at Sept. 30
----------------------------------------------------------------
Motors Liquidation Company GUC Trust filed with the U.S.
Securities and Exchange Commission its quarterly report disclosing
$1.06 billion in total assets, $315 million in total liabilities
and $750 million in net assets in liquidation as of Sept. 30,
2014.

During the three months ended Sept. 30, 2014, net assets in
liquidation decreased by $380.7 million, from $1.13 billion,
principally as a result of liquidating distributions of $200
million and a decrease in the fair value of holdings of New GM
Securities since June 30, 2014. During the six months ended Sept.
30, 2014, net assets in liquidation decreased by approximately
$314.5 million, from $1.06 billion to $750 million, principally as
a result of liquidating distributions of $210 million and a
decrease in the fair value of holdings of New GM Securities since
March 31, 2014.

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

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

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  On
March 31, 2011, the date the Plan became effective, there were
approximately $29,771 million in Allowed General Unsecured Claims.
In addition, as of the Effective Date, there were approximately
$8,154 million in disputed general unsecured claims, which
reflects liquidated disputed claims and a Bankruptcy Court ordered
distribution reserve for unliquidated disputed claims, but does
not reflect potential Term Loan Avoidance Action Claims.  The
total aggregate amount of general unsecured claims, both allowed
and disputed, asserted against the Debtors, inclusive of the
potential Term Loan Avoidance Action Claims, was approximately
$39,425 million as of the Effective Date.

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

During the quarter ended Sept. 30, 2014, the GUC Trust
Administrator reviewed the current and potential Taxes on
Distribution.  As a result of that review, the GUC Trust
Administrator determined that New GM Securities with an aggregate
fair market value (as of Sept. 30, 2014) of $247.8 million and
related Dividend Cash of $3.4 million should be set aside for
potential Taxes on Distribution based on (1) the GUC Trust's
method for calculating potential gains on distributions or sales
of New GM Securities (reduced by future deductible expenses at
Sept. 30, 2014) and (2) the GUC Trust's method for converting the
potential tax liability to the number of securities to be set
aside.  Those New GM Securities are not currently available for
distribution to the beneficiaries of GUC Trust Units.  The GUC
Trust Administrator intends to continue to reevaluate the numbers
of New GM Securities set aside on a quarterly basis.

As of Sept. 30, 2014, the GUC Trust had accrued liquidating
distributions payable aggregating $248.8 million, consisting of
$245.4 million in respect of New GM Securities and cash of $3.4
million then distributable.  As a result, the numbers of New GM
Securities reflected above include shares and warrants for which
liquidating distributions were then pending.  As of Sept. 30,
2014, these securities for which distributions were then pending
aggregated 3,749,598 shares of New GM Common Stock, 3,408,618
Series A Warrants and 3,408,618 Series B Warrants.

As of Sept. 30, 2014, the number of common stock shares and
warrants also includes New GM Securities aggregating $59 million
(excluding related Dividend Cash) reserved, or set aside, for
projected GUC Trust fees, costs and expenses to be incurred beyond
2014 (including $5.7 million for projected Dividend Taxes) and
$247.8 million (excluding related Dividend Cash) of New GM
Securities reserved, or set aside, for potential Taxes on
Distribution.  As a result, as of Sept. 30, 2014, the numbers of
New GM Securities include an aggregate of 4,687,818 shares of New
GM Common Stock, 4,261,628 New GM Series A Warrants, and 4,261,628
New GM Series B Warrants which have been so set aside.

The GUC Trust's policy is to recognize transfers between levels of
the fair value hierarchy as of the actual date of the event of
change in circumstances that caused the transfer.  There were no
such transfers during the three or six months ended Sept. 30,
2014, and the year ended March 31, 2014.

During the three months ended Sept. 30, 2014, estimates of
expected Wind-Down Costs and estimates of expected Reporting Costs
(for which there is a reasonable basis for estimation) increased
by $2.2 million and $51,000, respectively.

During the six months ended Sept. 30, 2014, the GUC Trust's
holdings of cash and cash equivalents increased approximately
$13.4 million from approximately $14.9 million to approximately
$28.3 million.  The increase was due primarily to proceeds from
the maturity and sale of marketable securities in excess of
reinvestments of $9.2 million and dividends received on holdings
of New GM Common Stock of $9.2 million, offset in part by cash
paid for liquidation and administrative costs of $4.7 million and
cash paid for Residual Wind-Down Claims of $0.6 million.

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

                        http://is.gd/Fdn5Eb


MOUNTAIN PROVINCE: Incurs C$966,000 Net Loss in Third Quarter
-------------------------------------------------------------
Mountain Province Diamonds Inc. reported a net loss of C$965,881
for the three months ended Sept. 30, 2014, compared to a net loss
of C$8.60 million for the same period a year ago.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $3.93 million compared to a net loss of C$19.76
million for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $201 million
in total assets, $41.4 million in total liabilities and
$159 million in total shareholders' equity.

"The Company currently has no source of revenues.  In the nine
months ended September 30, 2014 and the year ended December 31,
2013, the Company incurred losses, had negative cash flows from
operating activities, and will be required to obtain additional
sources of financing to complete its business plans going into the
future.  Although the Company had working capital of $11,989,043
at September 30, 2014, including $36,672,923 of cash and short-
term investments, and issued common shares for gross proceeds of
$100 million subsequent to September 30, 2014 (note 14), the
Company has insufficient capital to finance the Company's share of
development costs of the Gahcho Kue Project (Note 8) over the next
12 months.  The Company is currently investigating various sources
of additional funding to increase the cash balances required for
ongoing operations over the foreseeable future.  These additional
sources include, but are not limited to, share offerings, private
placements, rights offerings, credit and debt facilities, as well
as the exercise of outstanding options.  The Company appointed
three leading international banks to arrange and underwrite a
senior secured term loan facility of up to US$370M to partially
fund the Company's share of the construction cost of the Gahcho
Ku' diamond mine.  However, there is no certainty that the Company
will be able to obtain financing from any of those sources.
Failure to meet the obligations to the Company's share in the
Gahcho Kue Project may lead to dilution of the interest in the
Gahcho Kue Project and may require the Company to write off costs
capitalized to date.  These conditions indicate the existence of a
material uncertainty that results in substantial doubt as to the
Company's ability to continue as a going concern."

A full-text copy of the Form 6-K report as filed with the SEC is
available for free at http://is.gd/EPDvC3

                  About Mountain Province Diamonds

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.

Mountain Province reported a net loss of C$26.60 million in 2013,
a net loss of C$3.33 million in 2012 and a net loss of C$11.53
million in 2011.


MVB HOLDING: Files Schedules of Assets and Liabilities
------------------------------------------------------
MVB Holding, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Mississippi its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $1,367,870
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $17,840,335
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $930,469
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                        $6,610,323
                                 -----------      -----------
        Total                     $1,367,870      $25,381,127

A copy of the schedules is available for free at:

         http://bankrupt.com/misc/MVBHolding_160_SAL.pdf

                        About MVB Holding

MVB Holding, LLC, in Biloxi, Mississippi, filed a Chapter 11
bankruptcy petition (Bankr. S.D. Miss. Case No. 14-51430) on
Sept. 16, 2014.  MVB owns the Margaritaville casino in Biloxi.

Judge Katharine M. Samson presides over the case.  Robert Alan
Byrd, Esq., at Byrd & Wiser, serves as the Debtor's counsel.  In
its petition, MVB estimated $10 million to $50 million in assets
and liabilities.  The petition was signed by Doug Shipley as
president/CEO.

The U.S. Trustee for Region 5 appointed three creditors of MVB
Holding, LLC to serve on the official committee of unsecured
creditors.


NET TALK.COM: Incurs $682,000 Net Loss in Third Quarter
-------------------------------------------------------
NetTalk.com, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $682,019 on $1.20 million of net revenues for the three months
ended Sept. 30, 2014, compared with a net loss of $884,879 on
$1.49 million of net revenues for the same period last year.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $1.67 million on $3.66 million of net revenues
compared to a net loss of $3.74 million on $4.41 million of net
revenues for the same period a year ago.

As of Sept. 30, 2014, the Company had $5.02 million in total
assets, $13.06 million in total liabilities, and a $8.03 million
total stockholders' deficit.'

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

                       http://is.gd/YYFsJf

                        About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

Net Talk.com a net loss of $4.78 million on $6.02 million of net
revenues for the year ended Dec. 31, 2013, as compared with a net
loss of $14.71 million on $5.79 million of net revenues in 2012.

Zachary Salum Auditors P.A., in Miami, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred significant recurring losses from
operations, its total liabilities exceeds its total assets, and is
dependent on outside sources of funding for continuation of its
operations.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


NORTEL NETWORKS: Judge Approves More Fees for Advisers
------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that a
bankruptcy judge in Delaware has signed off three months of bills
totaling about $36 million from lawyers and advisers to Nortel
Networks' U.S. arm.  According to the report, citing court papers,
Cleary Gottlieb Steen & Hamilton, the lead law firm for Nortel
U.S. in bankruptcy, was the top earner in the crowd, taking in
$21.5 million in fees and expenses from May through July.

                      About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

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

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

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


OAK ROCK: NY Supreme Court Rejects IDB Suit Against EisnerAmper
---------------------------------------------------------------
The Supreme Court, New York County dismissed Israel Discount Bank
of New York's lawsuit filed on its own behalf (and, purportedly,
on behalf of three other banks) against accounting firm
EisnerAmper LLP.

IDB seeks to hold EisnerAmper liable for its allegedly negligent
auditing of non-party Oak Rock Financial, LLC.  At oral argument,
IDB said it is asserting a single cause of action for fraud and
not asserting claims for negligence or professional malpractice.

Oak Rock, founded in 2001 by non-party John Murphy, is "a
specialty asset-based lending company."  Until fraud at Oak Rock
was discovered, Oak Rock was solely managed and controlled by
Murphy.

Oak Rock makes "revolving asset-based loans" to installment
financing dealers.  Oak Rock funds the dealers' financing and
collateralizes that funding with the receivables in which the
dealers have a security interest.  Oak Rock, in turn, finances its
lending with credit facilities with a lower cost of debt than Oak
Rock charges the dealers.  Thus, Oak Rock leverages its ability to
obtain relatively low-cost debt and creates credit lines for
merchants via the dealers, with the dealers doing the actual
merchant lending. The merchant lending is secured by the
merchants' receivables, which is the collateral that flows upward
to Oak Rock and its own financers, such as IDB, as the asset that
backs this lending channel.

EisnerAmper issued unqualified Independent Auditors' Reports on
Oak Rock's balance sheet and other financial statements for the
years 2002 through 2011.

IDB began lending money to Oak Rock in July 2001 with a credit
facility, whereby IDB obtained first priority security interests
in Oak Rock's assets.

Around the time the fraud was unveiled, Oak Rock owed its lenders
approximately $90 million, about $33 million of which was owed to
IDB.

The lenders declared Oak Rock in default on April 23, 2013 and
accelerated the debt.  On April 29, 2013, the lenders commenced an
involuntary Chapter 7 proceeding in the United States Bankruptcy
Court for the Eastern District of New York (In re: Oak Rock
Financial LLC, Case No. 8-13-72251).  In an order dated May 6,
2013, the bankruptcy court converted the case to a Chapter 11
proceeding and, to date, Oak Rock continues to operate as a
debtor-in-possession.

On December 20, 2013, Murphy pled guilty to bank fraud and
conspiracy to commit bank fraud, committed between January 2009
and April 2013

In its lawsuit, IDB seeks to hold EisnerAmper liable for the false
information in Oak Rock's financial statements that IDB allegedly
relied on in lending money to Oak Rock.  However, in a highly
unusual (and possibly intentional) decision, the complaint does
not identify the cause or causes of action being asserted against
EisnerAmper. Rather, a long, detailed narrative is presented,
spanning 96 pages.

According to Judge Shirley Werner Kornreich, when the court first
read the complaint, it was unsure what claims were being asserted,
and assumed that, based on the nature of the accusations, IDB was
attempting to assert a malpractice claim against EisnerAmper.

"EisnerAmper's counsel, understandably, thought so as well, and
devoted a significant portion of its moving brief to explain,
quite correctly, why such a claim fails as a matter of law. In
opposition, IDB claimed its complaint was misunderstood, and, in
reality, was only a claim for fraud. Specifically, IDB alleges
that EisnerAmper's false statements in its audit reports about Oak
Rock's financials, which IDB claims were the result of a grossly
negligent audit process, amount to actionable fraud," Judge
Kornreich said.

Judge Kornreich also noted that, while not a basis for this
decision, the Official Committee of Oak Rock's unsecured creditors
recently filed adversary proceeding against IDB in Oak Rock's
bankruptcy proceeding.  That suit suggests that, even if IDB's
case against the EisnerAmper survived dismissal, its viability
would be very much in question. The recently unsealed adversary
complaint, Judge Kornreich said, alleges that IDB "had more
contact, control and information about [Oak Rock] than any other
lender and was responsible for managing [Oak Rock's] collateral."
The facts alleged in the adversary complaint, if true, would
preclude an assertion of reasonable reliance and likely implicate
the in pari delicto doctrine.

The case is, ISRAEL DISCOUNT BANK OF NEW YORK, ON ITS OWN BEHALF
and AS AGENT FOR BANK LEUMI USA, CAPITAL ONE, N.A., and BANK
HAPOALIM, B.M., Plaintiff, v. EisnerAMPER LLP, Defendant,
651135/2014 (N.Y. Sup.).  A copy of the Court's November 14, 2014
decision is available at http://bit.ly/1uNW3Plfrom Leagle.com.

IDB is represented by lawyers at Otterbourg P.C.  Winston & Strawn
LLP represents EisnerAmper LLP.


OCEANSIDE MILE: Disclosure Statement Hearing Set for Jan. 13
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will hold the next hearing on the disclosure statement explaining
Oceanside Mile LLC's Chapter 11 plan on Jan. 13, 2014.

As reported on Feb. 3 by the TCR, under the company's proposed
Chapter 11 reorganization plan, First Citizens Bank will receive
an initial principal payment five days of the effective date of
the plan, then monthly payments of interest, and payment of
remaining principal on the earlier of the closing of the sale of
the Seabonay Resort Hotel or Feb. 28, 2017.

Meanwhile, holders of general unsecured claims totaling $127,617
will receive 10 semiannual payments of $12,762.  Holders of
interests in the company will retain their interests.

                       About Oceanside Mile

Oceanside Mile LLC owns the Seabonay Resort Hotel, a resort hotel
located in an affluent area of Florida's Hillsboro Beach, which is
perched on the Atlantic Ocean.  The hotel is close to Fort
Lauderdale and its suburbs; three miles south of Boca Raton, and a
mile east of Deerfield Beach.  The hotel has 81 rooms and total
1.29 acres.

Oceanside Mile filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 13-35286) on Oct. 17, 2013.  Arturo Rubinstein signed the
petition as managing member.  In its schedules, the Debtor
disclosed $13,148,100 in total assets and $8,367,297 in total
liabilities.  Judge Barry Russell presides over the case.

The Debtor is represented by Sandford L. Frey, Esq., Stuart I.
Koenig, Esq., and Martha C. Wade, Esq., at Creim Macias Koenig &
Frey LLP, in Los Angeles, California.

First-Citizens Bank & Trust Company is represented by Craig H.
Averch, Esq., and Roberto J. Kampfner, Esq., at White & Case LLP,
in Los Angeles, California.


OM GANESAYA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Om Ganesaya, L.L.C.
        911 East Atlantic Street
        South Hill, VA 23970

Case No.: 14-36187

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 18, 2014

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Hon. Keith L. Phillips

Debtor's Counsel: Peter Barrett, Esq.
                  KUTAK ROCK L.L.P.
                  1111 East Main Street, Suite 800
                  Richmond, VA 23219-3500
                  Tel: 804-644-1700
                  Email: peter.barrett@kutakrock.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Vipulkumar Patel, managing member.

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


OMNICOMM SYSTEMS: Posts $1.2-Mil. Net Income in Third Quarter
-------------------------------------------------------------
OmniComm Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to common stockholders of $1.22 million on
$5.12 million of total revenues for the three months ended
Sept. 30, 2014, compared to net income attributable to common
stockholders of $1.68 million on $3.47 million of total revenues
for the same period during the prior year.

The Company also reported net income attributable to common
stockholders of $250,642 on $11.91 million of total revenues for
the three months ended Sept. 30, 2014, compared to a net loss
attributable to common stockholders of $4.62 million on $10.95
million of total revenues for the same period in 2013.

As of Sept. 30, 2014, the Company had $5.93 million in total
assets, $36.80 million in total liabilities and a $30.87 million
total shareholders' deficit.

"The ability of the Company to continue in existence is dependent
on its having sufficient financial resources to bring products and
services to market for marketplace acceptance.  As a result of our
historical operating losses, negative cash flows and accumulated
deficits for the period ending September 30, 2014 there is
substantial doubt about the Company?s ability to continue as a
going concern," the Company stated in the filing.

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

                       http://is.gd/uoE0tZ

                      About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare
technology company that provides Web-based electronic data capture
("EDC") solutions and related value-added services to
pharmaceutical and biotech companies, clinical research
organizations, and other clinical trial sponsors principally
located in the United States and Europe.

OmniComm Systems reported a net loss attributable to common
stockholders of $3.36 million in 2013, following a net loss
attributable to common stockholders of $8.06 million in 2012.


OPTIMUMBANK HOLDINGS: Posts $79,000 Net Loss in Third Quarter
-------------------------------------------------------------
Optimumbank Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $79,000 on $1.22 million of total interest income for
the three months ended Sept. 30, 2014, compared to a net loss of
$325,000 on $1.28 million of total interest income for the same
period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported net
earnings of $1.59 million on $4.27 million of total interest
income compared to a net loss of $4.74 million on $3.85 million of
total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2014, showed $123 million
in total assets, $120 million in total liabilities, and $3.07
million in total stockholders' equity.

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

                        http://is.gd/JQcYX2

                      About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100 percent of
OptimumBank, a state (Florida)-chartered commercial bank.

The Company offers a wide array of lending and retail banking
products to individuals and businesses in Broward, Miami-Dade and
Palm Beach Counties through its executive offices and three branch
offices in Broward County, Florida.

Optimumbank Holdings reported a net loss of $7.07 million in 2013,
a net loss of $4.69 million in 2012, and a net loss of $3.74
million in 2011.

                         Regulatory Matters

Effective April 16, 2010, the Bank consented to the issuance of a
consent order by the Federal Deposit Insurance Corporation and the
Florida Office of Financial Regulation, also effective as of
April 16, 2010.


ORECK CORP: Amended Joint Plan Declared Effective Nov. 10
---------------------------------------------------------
Oreck Corporation and its debtor-affiliates informed the U.S.
Bankruptcy Court for the Middle District of Tennessee that their
amended joint Chapter 11 plan of liquidation became effective on
Nov. 10, 2014, subject to these terms and provisions of the plan
and the confirmation order:

  -- The plan will bind all holders of claims and interests,
     whether or not such holders voted to accept or reject the
     plan. Subject to the terms of the plan, upon the effective
     date, every holder of a claim or interest shall be precluded
     and permanently enjoined from asserting against the Debtors
     any claim based on any document, instrument, judgment, award,
     order, act, omission, transaction or other activity of any
     kind or nature that occurred before the petition date.

  -- The Liquidating Trust is in effect and all of the Debtors'
     assets and liabilities shall be transferred to and vest in
     the Liquidating Trust for the benefit of the Liquidating
     Trust Beneficiaries pursuant to the terms hereof and the
     Plan, the order and the Liquidating Trust.

  -- Gavin/Solmonese LLC is appointed the Liquidating Trustee
     with all of the rights and powers set forth in the plan,
     Liquidating Trust agreement and confirmation order.

  -- All interests in the Debtors will be cancelled and
     extinguished.  Each of the Debtors will be dissolved as a
     corporate entity under the applicable state law without any
     further action by the Debtors, the Liquidating Trustee, the
     Bankruptcy Court, any federal or state governmental unit, or
     any other person.

  -- All executory contracts and unexpired leases will be deemed
     rejected as of the effective date, unless such executory
     contract or unexpired lease: (1) was assumed, assumed
     and assigned or rejected previously by the Debtors; (2)
     previously expired or terminated pursuant to its own terms;
     or (3) is the subject of a motion to assume or assume and
     assign filed on or before the Confirmation Date.  The
     deadline for the filing of claims arising from the rejection
     of executory contracts and Unexpired Leases that have not
     otherwise been rejected or assumed is Dec. 10, 2014.

  -- The deadline for filing and service of administrative claims,
     excluding fee claims, is Dec. 10, 2014.

  -- On or after the effective date, a claim may not be Filed or
     amended without the prior authorization of the Bankruptcy
     Court or the Liquidating Trustee.  Absent such authorization,
     any new or amended claim filed will be deemed disallowed
     in full and expunged without any further action.

  -- The claims objection deadline is Jan. 9, 2015.

  -- Any statutory committee appointed in these Chapter 11 Cases,
     including the Committee, will dissolve and members thereof
     will be released and discharged from all rights and duties
     from or related to these Chapter 11 Cases.

The Court confirmed the Debtors' plan on Nov. 7, 2014.

As reported in the Troubled Company Reporter, according to the
Disclosure Statement, under the Plan, among other things, each
holder of an Allowed General Unsecured Claim will receive in full
and final satisfaction, settlement, release and discharge and in
exchange for such Allowed General Unsecured Claim, its Pro Rata
share of the Committee funds available for distribution by each
Debtor.

The Plan cancels all interests in the Debtors.  Holders of
interests will receive no distributions under the Plan and are
deemed to have rejected the Plan.

According to the Disclosure Statement dated Aug. 13, 2014, the
Plan proposed that, among other things:

   -- Each holder of an allowed general unsecured claim will
receive in full and final satisfaction, its pro rata share of the
liquidating trust assets;

   -- Each holder of an allowed convenience claim will receive in
full and final satisfaction, cash in the amount of 50% of its
allowed convenience claim, up to a maximum amount of $1,000; and

   -- Holders of interests will receive no distributions under the
Plan and are deemed to have rejected the Plan because the Plan
cancels all interests in the Debtors.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/Oreck_1438_DS_aug13.PDF

                        About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.  The Debtor disclosed $18,013,249 in assets
and $14,932,841 plus an unknown amount in liabilities as of the
Chapter 11 filing.

William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.  Sawaya Segalas &
Co., LLC serves as financial advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as its financial advisor.

In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the
TTI Group, finalized the purchase of Oreck Corp.'s assets.  The
Bankruptcy Court approved the sale on July 16, 2013.

Royal, the maker of Dirt Devil floor-care products, won the
auction for Oreck Corp.  The second-place bidder was the Oreck
family, which sold the business in a $272 million transaction in
2003.  The Oreck family made the first bid at auction at
$21.9 million, including $14.5 million cash.

The terms of Royal's winning bid weren't disclosed publicly,
according to a Bloomberg News report.  Royal was acquired in 2003
by Hong Kong-based Techtronic Industries Co., the maker of Hoover
vacuum cleaners.


OUTLAW RIDGE: Gets Exclusive Plan Filing Pd. Extended Thru Dec. 4
-----------------------------------------------------------------
Judge Rodney May has extended Outlaw Ridge, Inc., et al.'s
exclusive deadline to file a chapter 11 plan through and including
December 4, 2014.  The Debtors' exclusive right to solicit
acceptances for that plan is also extended through and including
February 2, 2015.

                         About Outlaw Ridge

Outlaw Ridge, Inc., operates a sand and lime rock mine in Pasco
County, Florida.  Outlaw Ridge, LLC, owns several parcels of
property in Pasco County that is holding for residential
development.  The two entities are owned and controlled by John M.
Dalfino and John T. Steger.

Outlaw Ridge Inc. and Outlaw Ridge, LLC sought Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case Nos. 14-04400 and 14-
04401) on April 21, 2014, in Tampa, Florida.

Adam L Alpert, Esq., at Bush Ross P.A., in Tampa, serves as the
Debtors' counsel, while Smolker Bartlett Schlosser Loeb & Hinds,
P.A., serves as special counsel.  Homeward Real Estate, Inc. acts
as real estate broker.

OR LLC disclosed $1.36 million in total assets and $2.97 million
in liabilities.  OR Inc. disclosed $15.4 million in total
assets and $4.21 million in liabilities.


OWENS-BROCKWAY GLASS: Moody's Rates Notes Due 2023 & 2025 Ba3
-------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to the senior
unsecured notes due November 2023 and November 2025 of Owens-
Brockway Glass Container, Inc. Owens-Illinois Inc.'s Ba2 corporate
family, Ba2-PD probability of default, and other instrument
ratings are unchanged. The ratings outlook is stable. The proceeds
of the debt will be used to refinance existing debt, to pay fees
and expenses associated with the transaction, and for general
corporate purposes.

Moody's took the following rating actions:

Owens-Brockway Glass Container, Inc.

Assigned $350 million Senior Unsecured Notes due January 2023,
Ba3 (LGD 5)

Assigned $350 million Senior Unsecured Notes due January 2025,
Ba3 (LGD 5)

The following ratings are unchanged:

Owens-Illinois Inc.

Corporate Family Rating, Ba2

Probability of Default Rating, Ba2-PD

Speculative Grade Liquidity Rating, SGL-2

All senior unsecured debt, B1 (LGD 6)

Owens-Brockway Glass Container, Inc.

All senior secured debt, Baa2 (LGD 1)

All senior unsecured debt, Ba3 (LGD 5)

$690 million 3.0% convertible notes due June 2015, Ba3 (LGD 5)
(to be withdrawn at the close of the transaction)

OI European Group B.V.

All senior secured debt, Baa2 (LGD 1)

All senior unsecured debt, Ba2 (LGD 3)

ACI Operations Pty. Ltd.

All senior secured debt, Baa2 (LGD 1)

O-I Canada Corp.

All senior secured debt, Baa2 (LGD 1)

The ratings outlook is stable.

The ratings are subject to the receipt and review of the final
documentation.

Ratings Rationale

The Ba2 Corporate Family Rating reflects OI's leading position in
the industry, wide geographic footprint and continued focus on
profitability rather than volume. The rating also reflects
improvements in credit metrics from debt reduction, cost-
cutting/productivity and cost pass-throughs. The company has led
the industry in establishing and maintaining a strong pricing
discipline and improving operating efficiencies which has had a
measurable impact on its operating performance and the competitive
equilibrium in the industry. OI is one of only a few major players
that have the capacity and scale to serve larger customers and has
strong market shares globally, including faster growing emerging
markets. Liquidity is good as the company has good free cash flow,
significant availability under its credit facility, significant
cash on hand, and adequate cushion under its financial covenant.
The company has disclosed it intends to focus on debt reduction
over the near-term.

The ratings are constrained by the concentration of sales and the
asbestos liabilities. The ratings are also constrained by the
mature state of the industry, cyclical nature of glass packaging
and lack of growth in developed markets. Glass is considered a
package for premium products and subject to substitution and
trading down in an economic decline. OI is heavily concentrated
with a few customers in the beer industry and has benefited from
the growth in premium beers. Additionally, OI generates
approximately 71% of sales internationally while the majority of
the interest expense is denominated in U.S. dollars.

The ratings could be downgraded if there is deterioration in the
credit metrics, further decline in the operating and competitive
environment, and/or further increase in the asbestos liability.
While large acquisitions are not anticipated, the rating and/or
outlook could also be downgraded for extraordinarily large, debt-
financed acquisitions or significant integration difficulties with
any acquired entities. Specifically, the ratings could be
downgraded if free cash flow to debt declines below 5%, debt to
EBITDA rises above 4.0 times, and/or the EBIT margin declines
below 13%.

The ratings could be upgraded if there is evidence of a sustained
improvement in credit metrics within the context of a stable
operating profile and competitive position. Specifically, the
ratings could be upgraded if free cash flow to debt increases to
greater than 9% and the EBIT margin increases to above 14% and
debt to EBITDA declines below 3.5 times.

The principal methodology used in these ratings was Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
published in June 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Perrysburg, Ohio, Owens-Illinois, Inc. ("OI") is
one of the leading global manufacturers of glass containers. The
company has a leading position in the majority of the countries
where it operates. OI serves the beverage and food industry and
counts major global beer and soft drink producers among its
clients. As of the twelve months ended September 30, 2014, the
company had revenues of approximately $7.0 billion.


PACKERS 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 Packers Holdings, LLC
(known as "PSSI"), and a B2 rating to the company's proposed first
lien senior secured credit facilities, including a $355 million
term loan due 2021 and a $50 million revolving credit facility due
2019. The rating outlook is stable. This is the first time Moody's
has assigned ratings to this issuer.

PSSI is being acquired by Leonard Green & Partners from its
current majority-owner Harvest Partners. The acquisition funding
will include the proposed $405 million of first lien credit
facilities, $160 million of senior unsecured notes due 2024 (not
rated by Moody's), and sponsor's equity. The company's existing
debt will be repaid with proceeds from the financing.

The following rating actions were taken:

Issuer: Packers Holdings, LLC:

  Corporate family rating, assigned B3;

  Probability of default rating, assigned B3-PD;

  Proposed $355 million first lien senior secured term loan B due
  2021, assigned B2;

  Proposed $50 million first lien senior secured revolving credit
  facility due 2019, assigned B2;

The rating outlook is stable.

Rating Rationale

The B3 corporate family rating reflects the high leverage that
will result from private equity investor Leonard Green's leveraged
acquisition of PSSI, integration risk associated with the
company's recent acquisitions, as well as PSSI's modest revenue
size compared to rated business and consumer services peers. The
rating also reflects long-term risks associated with potential
shareholder-friendly actions given the private equity ownership.
The rating positively considers the stability and the recurring
nature of the company's revenues given the non-discretionary
service and strict regulatory environment in the food processing
industry, PSSI's solid market position and long-term relationships
with large food processing customers in North America, and
industry trends towards increased outsourcing of sanitation
services. Moody's also cites the relative stability of the
company's adjusted EBITA margins of 8.5% to 10.0% and solid free
cash flow generative capabilities as supportive factors to the
rating.

Moody's estimates pro forma leverage of approximately 8.0x on
close of the proposed transaction, based on the company's
operating results reported for the LTM period ending September 30,
2014 and including the results of recent acquisitions. Taking into
account the run-rate earnings from new wins and favorable contract
changes, leverage is closer to 7.2x, which is consistent with the
B3 rating. Other metrics, including retained cash flow to net debt
of below 10%, are appropriate for the rating. Moody's estimates
that the company will generate a moderate level of free cash flow
on stable operating margins and minimal CAPEX requirements, which
should allow for a modest amount of deleveraging over the next few
years. However, to the extent that the company continues its
acquisition-growth strategy as it had pursued over the past few
years ($110 million of purchases since 2012), Moody's believe that
the application of cash flow towards such acquisitions would limit
the company in its ability to substantially reduce debt and
rapidly improve leverage to measures that are appropriate for
higher rating consideration.

The stable outlook reflects Moody's expectation that the company's
run-rate earnings potential as a result of new business wins and
organic contract growth will translate into growing EBITDA and
free cash flow generation, allowing the company to modestly reduce
leverage within the next 12 to 18 months.

PSSI has a good liquidity profile, supported by its solid free
cash flow generation, availability under the new $50 million
revolving credit facility due 2019, and Moody's expectation that
the company will maintain a comfortable cushion under the credit
agreement's springing maximum 7.7x first lien net leverage
financial covenant, which is applicable if revolver utilization
exceeds 35%.

The ratings could be upgraded if the company accomplishes a
sustainable deleveraging of its capital structure below 6.0x
adjusted debt-to-EBITDA and improves EBITA-to-interest coverage
above 2.0x, while maintaining profitability, a prudent approach to
acquisitions and good liquidity.

The ratings could experience downward pressure if leverage does
not trend below 7.0x over the next 12 to 18 months and interest
coverage weakens below 1.0x, if revenues and/or profitability were
to decline meaningfully, or if liquidity deteriorated.

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

Packers Holdings, LLC (known as "PSSI"), founded in 1972 and
headquartered in Kieler, Wisconsin, is a provider of contract
sanitation services to food processing industry in the U.S. and
Canada. The company serves 468 customer locations, including
protein (about 90% of revenue) and non-protein facilities.


PACKERS HOLDINGS: S&P Assigns 'B' CCR Pending Leonard Green Deal
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Kieler, Wis.-based
Packers Holdings LLC (doing business as Packers Sanitation
Services Inc. [PSSI]) its 'B' corporate credit rating.  The rating
outlook is stable.

At the same time, S&P assigned PSSI's new $50 million senior
secured revolving credit facility and $355 million senior secured
first-lien term loan an issue-level rating of 'B' (at the same
level as the corporate credit rating on the company).  The
recovery rating is '3', reflecting S&P's expectation of meaningful
(50%-70%) recovery for lenders in case of a payment default.

"Our ratings on PSSI reflect the company's weak credit protection
measures following the leveraged buyout by private equity sponsor
Leonard Green & Partners, its narrow focus in the outsourced
sanitation services industry, customer concentration, and adequate
liquidity," said Standard & Poor's credit analyst Ryan Ghose.  "We
expect credit metrics to modestly improve from positive operating
performance, including the annualizing of new contract wins and
synergies from recent acquisitions, over the next year, along with
modest repayment of debt from consistent free cash generation.
However, we believe PSSI's financial policy will remain aggressive
given the presence of a private equity sponsor."


PENSKE AUTOMOTIVE: S&P Rates $300MM Sr. Sub. Notes Due 2024 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
and '6' recovery ratings to Bloomfield Hills, Mich.-based auto
retailer Penske Automotive Group Inc.'s proposed $300 million
senior subordinated notes due 2024.  The '6' recovery rating
indicates S&P's expectation for negligible recovery (0%-10%) in
the event of a payment default.  The company states it will use
the proceeds to repay amounts outstanding under its U.S. revolver.
As of Sept. 30, 2014, the company had outstanding borrowings of
$174 million under its U.S. revolver primarily to fund recently
announced acquisitions.  S&P believes the use of funds for
acquisitions is consistent with Penske's stated capital allocation
strategy.

Penske's debt to EBITDA for the trailing 12 months ended Sept. 30,
2014 was 4.9x, and free operating cash flow for the nine months
ended Sept. 30 was $81 million.  For the rating, S&P expects debt
leverage of 5x or less and free operating cash flow to debt of 5%
or better.

The rating on Penske reflects S&P's view of the company's
resilient business model, including the stability of EBITDA
relative to revenues (the company has a high degree of variable
costs and multiple revenue sources), and the company's very
profitable service business, which does not depend on vehicle
sales.

RECOVERY ANALYSIS

Key analytical factors:

   -- S&P has assigned its '6' recovery rating and 'B+' issue-
      level rating to Penske's proposed $300 million senior
      subordinated notes and maintain S&P's ratings on the
      existing $550 million senior unsecured note issue due 2022.

   -- S&P's simulated default scenario assumes a payment default
      in 2019, reflecting a sustained U.S. economic downturn,
      sharp increases in fuel costs leading to a pronounced shift
      in customer preference toward smaller vehicles, and less
      attractive inventory financing terms as a result of rising
      interest rates and reduced interest credits from automotive
      manufacturers.

   -- Other key default assumptions include: an increase in LIBOR
      to 325 basis points (bps), a 100% drawn revolver at default,
      and priority claims including mortgages and fleet financing
      totaling $2,870 million at default.

Simulated Default and Valuation Assumptions (US$ mil.)
Simulated year of default: 2019
EBITDA at emergence: 275
EBITDA multiple: 4x

Simplified Waterfall
Net EV (after 5% admin. costs): 3,082
Valuation split in % (obligors/non-obligors): 59/41
Priority claims: 2,870
Collateral value available to secured creditors: 212
Secured first-lien debt: 767
Recovery expectations: N/A
Senior unsecured claims: 129
Recovery expectations: N/A
Structurally subordinated debt: 875
Recovery expectations: 0% to 10%

Notes: All debt amounts include six months of prepetition
interest.  Collateral value equals asset pledge from obligors
after priority claims plus equity pledge from non-obligors after
non-obligor debt.

RATINGS LIST

Penske Automotive Group Inc.
Corporate Credit Rating                       BB/Stable/--

New Ratings
Penske Automotive Group Inc.
$300-mil. sr. subordinated notes due 2024     B+
  Recovery Rating                              6


PERFORMANT FINANCIAL: S&P Affirms BB- CCR & Alters Outlook to Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed all ratings,
including its 'BB-' corporate credit rating, on Livermore, Calif.-
based Performant Financial Corp.  At the same time, S&P revised
the rating outlook to negative from stable.

"The outlook revision to negative reflects our view that, without
the receipt of a new health care contract, Performant's EBITDA
could decline to below $30 million in 2015, which would likely
result in a weakening of its financial risk profile, with leverage
rising to the mid- to high-3x area," said Standard & Poor's credit
analyst Catherine Cosentino.

S&P would consider this to be a "significant" financial risk
profile, which would no longer support the 'BB-' corporate credit
rating.  Therefore, if the company is not awarded a new RAC
contract by mid-2015, S&P may lower the rating, since a delay
beyond then would likely result in very limited EBITDA
contribution from health care and weakened financial metrics.

"Our assessment of Performant's business risk profile reflects the
company's substantial customer concentration, with nearly 54% of
revenues coming from the company's largest three customers.  We
believe that significant legislative and regulatory pressure,
which affects the company's core student loan rehabilitation and
Medicare recovery activities, heightens the risk from Performant's
customer concentration. In 2014, the company experienced the
negative impact of the delayed CMS RAC renewal, limitations on
existing Medicare recovery audits, and the reduction in student
loan rehabilitation fees following the Bipartisan Budget Act of
2013, which lowers guarantee agency compensation for a
rehabilitated loan.  These challenges, along with the longer-term
risks regarding major contract losses, support our "vulnerable"
business risk profile assessment", S&P said.

The negative outlook reflects S&P's view that if the company is
not awarded a new RAC contract by mid-2015, S&P may lower the
rating, since a delay beyond then would likely result in very
limited EBITDA contribution from health care and weakened
financial metrics.

S&P could lower the rating if overall revenues decline by about
15% due to a near 50% drop in health care revenues and a 9%
decline in student loan revenues, the latter due largely to the
DOE fee re-pricing with no offset for potential increases in
student loan volumes.  These factors would be exacerbated by the
company's largely fixed near-term operating expenses, which would
result in reported EBITDA margins declining to around 17%, from
22% expected for 2014.  Under such a scenario, S&P would expect
leverage to rise above 3x and its liquidity assessment to be no
better than "adequate."

S&P could revise the outlook back to stable if the company is able
to obtain a RAC contract from CMS by mid-2015, which would likely
allow the company to achieve its base-case scenario of leverage in
the mid-2x area.  This would include a 6% drop in total revenues
for 2015, consisting of a 1% decline in health care revenues, and
a 9% decline in student loan revenues, which both contribute to an
overall EBITDA margin of at least 23% for 2015.


PHOTOMEDEX INC: Reports $14.9 Million Net Loss for Third Quarter
----------------------------------------------------------------
PhotoMedex, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $14.94 million on $53.70 million of revenues for the three
months ended Sept. 30, 2014, compared to net income of $886,000 on
$45.89 million of revenues for the same period a year ago.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $22.76 million on $155.89 million of revenues compared
to net income of $15.19 million on $161.17 million of net revenues
for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $277.47
million intotal assets, $137.56 million in total liabilities and
$139.90 million in total stockholders' equity.

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

                       http://is.gd/DgjnKj

                        About PhotoMedex

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

As reported by the TCR on Nov. 11, 2014, PhotoMedex, Inc., had
entered into an Amended and Restated Forbearance Agreement with
respect to its Credit Agreement dated May 12, 2014, and the
Initial Forbearance Agreement dated Aug. 25, 2014, by and among
the Company, as borrower and the lenders, and JPMorgan Chase Bank,
N.A., acting on behalf of secured creditors as the administrative
agent.  Subject to the terms of the Amended Forbearance Agreement,
for a period until Feb. 28, 2015, the Administrative Agent will
forbear from exercising any remedies relating to specified
defaults by the Company under the Credit Agreement.


PORTER BANCORP: Investor Releases Statement re Quarterly Report
---------------------------------------------------------------
Clinton Group, Inc., released a statement in response to the third
quarter Form 10-Q filed by Porter Bancorp on Nov. 14, 2014.

  "In its Form 10-Q, Porter Bancorp discussed the lawsuit filed in
   December 2012 by investor SBAV against Porter Bancorp, former
   Chairman J. Chester Porter, and former president and CEO Maria
   Bouvette.  The complaint alleges violations of the Kentucky
   Securities Act and negligent misrepresentation against all
   named defendants, and breach of contract against Porter
   Bancorp.  In March 2014, the court denied Porter Bancorp,
   Porter and Bouvette's motion to dismiss the claims against
   them.

  "On April 21, Porter Bancorp filed a third-party complaint for
   contribution against SBAV's investment adviser, Clinton Group,
   Inc.  On Sept. 16, 2014, the court dismissed Porter Bancorp's
   complaint.  In its 10-Q, Porter Bancorp said that in so doing,
   the court "held that Clinton's errors in conducting due
   diligence may lessen any recovery available to SBAV."

  "Porter Bancorp's statement inaccurately suggests the court held
   that Clinton committed errors in conducting due diligence on
   SBAV's investment in Porter Bancorp.  The court did not so
   hold.  In fact, the court held that only "if proven" would
   Clinton's alleged mistakes "lessen any recovery to which SBAV
   may be entitled," and that the court "cannot agree with [PBIB's
   reading of the law], which accords neither with the fundamental
   policy goals at the securities laws' core nor with common
   sense."  As a result, the Court dismissed Porter Bancorp's
   claims against Clinton Group in their entirety.

SBAV LP, Clinton Group, Inc., George Hall, et al., disclosed that
as of Nov. 17, 2014, they beneficially owned 633,330 shares of
common stock and 228,261 shares of Common Stock issuable upon
exercise of warrants of Porter Bancorp, Inc., representing 6.6
percent of the shares outstanding, according to a regulatory
filing with the U.S. Securities and Exchange Commission.

A full-text copy of the regulatory filing is available at:

                         http://is.gd/1ZjN1F

                        About Porter Bancorp

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

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

The Company's balance sheet at Sept. 30, 2014, showed $1.03
billion in total assets, $1 billion in total liabilities and
$29.32 million in total stockholders' equity.

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


PSC INDUSTRIAL: Moody's Assigns B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned B2 corporate family and B2-PD
probability of default ratings to PSC Industrial Outsourcing, LP,
(PSC). Moody's also assigned B1 ratings to the proposed $40
million first lien revolving credit facility and $180 million
first lien term loan and a Caa1 rating to the $45 million second
lien term loan. Net proceeds will fund about 2/3 of the purchase
price of PSC by Littlejohn & Co. LLC from Lindsay Goldberg LLC,
the company's current private equity sponsor. The rating outlook
is stable.

Ratings

  Corporate Family Rating: assigned B2

  Probability of Default: assigned B2-PD

  $40 million revolving credit facility: assigned B1/LGD3

  $180 million first lien term loan: assigned B1/ LGD3

  $45 million second lien term loan: assign Caa1/LGD5

Rating Outlook: Stable

Ratings Rationale

PSC's B2 CFR rating is driven by the high Moody's adjusted
leverage (5.3x expected in 2015), limited interest coverage (1.7x
adjusted EBITA/interest), and modest scale (about $360 million run
rate revenue). Customer concentration is high with the top 10
contributing about 50% of total revenue in 2013. Many services
offered are fairly competitive, which limit margin expansion
opportunities. Following a period of limited acquisition activity,
Moody's expect PSC will spend its free cash flow, and incur some
additional debt, on tuck-in environmental acquisitions, leading to
relatively unchanged credit metrics. These weaknesses are somewhat
offset by strong EBITA margins, solid market diversification
within the US, and a highly meaningful base of recurring revenue.
Similar to other leading competitors, the company employs
technology to limit worker performance of high risk tasks as well
as to ensure proper documentation of services provided and more
accurate billing and higher margins. Somewhat offsetting the high
customer concentration is the high credit quality of those key
customers as all top 10 are rated investment grade by Moody's.

The stable outlook reflects Moody's expectation for low single
digit organic revenue growth as demand for industrial and
specialty environmental service keep up with US GDP. Sophisticated
operators such as PSC should utilize their operational and back
office advantages to take market share from small competitors.

Liquidity is good with the $40 million revolver expected to be
used only to backstop letters of credit, cash from operations
sufficient to cover capex and required term loan amortization, and
solid covenant compliance.

Expectation for adjusted leverage to decline and remain below
4.0x, EBITA/interest approaching 3.0x, and free cash flow to
adjusted debt around 8% could lead to higher ratings. Expectation
of EBIT margins to decline 200 basis points, adjusted leverage to
remain over 6.0x, and break even cash flow could lead to lower
ratings.

The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in June 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.

Houston, TX-headquartered PSC Industrial Outsourcing, LP provides
industrial and specialty cleaning services to oil & gas,
utilities, chemical, and general manufacturing companies. The
company is a subsidiary of PSC Industrial Holdings Corp. which is
being purchased by funds affiliated with Littlejohn. PSC
Industrial's annual revenue base is around $360 million.


PSC INDUSTRIAL: S&P Assigns 'B' CCR & Rates $220MM Loans 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to PSC Industrial Outsourcing L.P. (PSC).  The
outlook is stable.

At the same time, based on preliminary terms and conditions, S&P
assigned a 'B+' issue-level rating (one notch above the corporate
credit rating) and a recovery rating of '2' to the proposed $220
million first-lien senior secured facilities, which consist of a
$40 million revolving facility due 2019 and a $180 million term
loan due 2020.  The '2' recovery rating indicates S&P's
expectation of substantial (70% to 90%) recovery in the event of
payment default.  S&P also assigned a 'CCC+' issue-level rating
(two notches below the corporate credit rating) and a recovery
rating of '6' to the proposed $45 million second-lien term loan
due 2021.  The '6' recovery rating indicates S&P's expectation of
negligible (0% to 10%) recovery in the event of payment default.

PSC plans to use the new credit facilities to fund its acquisition
by new equity sponsor Littlejohn & Co. LLC and for fees and
expenses.

"The rating on PSC reflects our assessment of its business risk
profile as 'weak' and its financial risk profile as 'highly
leveraged,'" said Standard & Poor's credit analyst James Siahaan.
"We assess its management and strategy as 'fair,'" said Mr
Siahaan."

S&P assess PSC's business risk profile as weak, characterized by
its narrow scope of operations, high exposure to cyclical energy
end markets, high customer concentration, and limited pricing
power.  Partially offsetting these weaknesses are PSC's long-term
customer relationships, recurring nature of revenues, and a
satisfactory market position.  These factors are the primary
drivers of S&P's weak business profile.

PSC has "adequate" sources of liquidity to cover its needs over
the next 12 to 18 months, in S&P's view.

The stable outlook reflects S&P's expectation that the company's
long-standing relationship with customers, its medium-term
contracts, and its financial policies will allow for an adjusted
debt to EBITDA ratio of 5.0x to 6.0x that S&P considers as an
appropriate range for the rating.

S&P considers an upgrade as unlikely over the next year.  S&P
could raise the rating if the company's business risk profile were
to improve as a result of a stronger competitive position or
operating efficiency resulting in an improvement in EBITDA margins
of about 250 basis points, which S&P believes may allow for its
debt to EBITDA ratio to be consistently within the 4.0x to 5.0x
range.

S&P could lower ratings if PSC's borrowing capacity under its
revolving facility became constrained, which could be indicated by
its EBITDA headroom under its net leverage financial covenant
decreasing to less than 10%.  S&P could also lower the ratings if
the company's adjusted debt to EBITDA ratio were to continuously
exceed 6.0x.  This could happen if the company's EBITDA margins
were to decrease by 100 basis points due to delays or
cancellations of maintenance projects, lower utilization, or other
operational challenges.


PULSE ELECTRONICS: Incurs $6.4 Million Net Loss in Third Quarter
----------------------------------------------------------------
Pulse Electronics Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $6.40 million on $88.20 million of net sales for
the three months ended Sept. 26, 2014, compared to a net loss
of $7.58 million on $94.84 million of net sales for the three
months ended Sept. 27, 2013.

For the nine months ended Sept. 26, 2014, the Company reported
a net loss of $23.27 million on $263.42 million of net sales
compared to a net loss of $19.93 million on $267.90 million of
net sales for the nine months ended Sept. 27, 2013.

The Company's balance sheet at Sept. 26, 2014, showed $178.91
million in total assets, $250.44 million in total liabilities and
a $71.53 million total shareholders' deficit.

The Company had $22.4 million of cash and cash equivalents at
Sept. 26, 2014, compared with $26.9 million at Dec. 27, 2013.

"Our operating results in the third quarter for non-GAAP operating
profit improved despite lower revenue both sequentially and year-
over-year as we continue to reap the benefits of our ongoing
efforts to reduce manufacturing costs and operating expenses,"
said interim Chief Executive Officer Alan Benjamin.  "Our Adjusted
EBITDA increased 37 percent compared to the second quarter despite
unexpectedly weaker revenue.  Looking ahead, demand in the fourth
quarter continues to be muted across most of our businesses
at levels roughly similar to the third quarter, but we continue to
remain focused on EBITDA growth with further efficiency
improvements.

"Our decision to delist our common stock from the NYSE and
deregister it with the SEC plus other initiatives to reduce our
structural complexity will result in significant savings to the
company and improve the focus on operational decision making," Mr.
Benjamin continued.  "We continue to identify opportunities for
administrative expense reductions while using some of the
savings to make select investments in other programs to
reinvigorate profitable growth.

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

                      http://is.gd/4PxqxD

                   About Pulse Electronics

San Diego, California-based Pulse Electronics Corporation --
http://www.pulseelectronics.com/-- is a global producer of
precision-engineered electronic components and modules, operating
in three business segments: Network product group; Power product
group; and Wireless product group.

As reported by the TCR on Juy 8, 2013, the Company dismissed
KPMG LLP as its independent registered public accounting
firm.  Grant Thornton LLP was hired as replacement.

Pulse Electronics reported a net loss of $27.02 million on $355.67
million of net sales for the year ended Dec. 27, 2013, as compared
with a net loss of $32.09 million on $373.16 million of net sales
for the year ended Dec. 28, 2012.


PWK TIMBERLAND: Can Hire Richman Reinauer to Sell Assets
--------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
authorized PWK Timberland LLC to employ Richman Reinauer, broker
with Reinauer Real Estate Corporation, to assist with the proposed
sale of the Debtor's real estate.

The Debtor owns approximately 10,700 acres of real estate
scattered across southwestern Louisiana.  The Debtor said it has
determined that some of the tracts of land are expendable and
should be liquidated at a time when local prices are at a premium.
The funds derived from the sale of this tract of property will be
used to pay the creditors of the estate.  It is in the best
interest of the estate that some of said property be liquidated in
the course of its reorganization, the Debtor added.

Mr. Reinauer will receive a commission of 6% of the sale proceeds.

The Debtor assured the Court that Mr. Reinauer is a "disinterested
person" within the meaning of the Bankruptcy Code.

                       About PWK Timberland

Lake Charles, Louisiana-based PWK Timberland LLC sought Chapter 11
protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013.
Gerald J. Casey, Esq., serves as counsel to the Debtor.  The
Debtor disclosed $15,038,448 in assets and $1,792,957 in
liabilities as of the Chapter 11 filing.

The Debtor has filed a first amended plan of reorganization and
explanatory disclosure statement.   A copy of the First Amended
Disclosure Statement dated April 30, 2014, is available for free
at http://bankrupt.com/misc/PWKTIMBERLAND_1stAmdDS.PDF

As reported in the Dec. 11, 2013 edition of the Troubled Company
Reporter, PWK Timberland's Plan provides that all allowed claims
will be satisfied in full.  The Plan contemplates (i) that the
unsecured claims of former members are unimpaired; (ii) the Debtor
does not believe there are any general unsecured creditors but if
there are, they will be paid in full on the Effective Date; and
(iii) equity holders agreed to forgo any payments under the plan
until all impaired creditors have been paid in according to the
terms of the Plan.


QUANTUM FOODS: Committee Taps Cross & Simon as Litigation Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Quantum Foods, LLC, et al., ask the Bankruptcy Court for
permission to retain Cross & Simon, LLC, as its special litigation
counsel nunc pro tunc to Oct. 3, 2014.

C&S will, among other things:

   1. serve as Delaware counsel for Freeboorn & Peters LLP, the
lead counsel, in adversary proceedings filed and prosecuted in
pursuit of bankruptcy recoveries; and

   2. serve as the Committee's special litigation counsel where
conflicts, if any, prevent Freeborn & Peters from pursuing
bankruptcy recoveries for the benefit of the Debtors' estates and
creditors.

The Committee, C&S, and Freeborn & Peters will make every effort
to ensure that there is no duplication in the services the law
firms provide to the Committee.

On matters in which C&S acts as Delaware counsel to the Committee
and Freeborn & Peters acts as lead; C&S will be compensated on an
hourly basis as:

   Name of Professional          Position           Hourly Rates
   --------------------          --------           ------------
Christopher P. Simon             Partner               $475
Michael J. Joyce                 Partner               $475
Joseph Grey                      Of Counsel            $425
Kevin S. Mann                    Associate             $395
David G. Holmes                  Associate             $395
Nicole DiBiaso                   Legal Assistant       $180
Stephanie MacDonald              Legal Assistant       $180

To the best of the Committee's knowledge, C&S is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The Court will consider the matter at a hearing on Dec. 9, 2014,
at 2:00 p.m.

                      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.


QUANTUM FOODS: Cross & Simon Okayed as Panel's Litigation Counsel
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Quantum Foods, LLC,
et al., to retain Cross & Simon, LLC, as its special litigation
counsel nunc pro tunc to Oct. 3, 2014.

The firm will provide special litigation services to the
Committee, limited to the following:

  a) In accordance with Bankr. D. Del. LR 9010-1, to serve as
     Delaware counsel for the Committee in adversary proceeding
     filed in the Court;

  b) Only in cases where Freeborn & Peters LLP is prevented by
     conflict, the investigation and prosecution of all claims and
     causes of action defined as bankruptcy recoveries in that
     certain final order (1) authorizing post-petition financing,
     (2) granting liens and providing super priority
     administrative expense priority, (3) authorizing use of cash
     collateral and providing for adequate protection, and (4)
     modifying the automatic stay, including any and all claims
     and causes of action to which the Debtors may be entitled,
     and to which the Committee may be granted standing to assert,
     by reason of any avoidance or other power vested in or behalf
     of the Debtors or the estates of the Debtors under Chapter 5
     of the Bankruptcy Code and any and all recoveries and
     settlement thereof; and

  c) Only in cases were Freeborn & Peters LLP is prevented by
     conflict, the investigation and pursuit of commercial tort
     claims and causes of action -- other than commercial tort
     claims against Raging Bull Acquisition Company LLC and its
     affiliates including without limitation Oak Tree Capital
     Management LP) of the Debtors' estates.

The Committee also selected Freeborn & Peters as its special
litigation counsel to investigate, file and prosecute the
avoidance actions and commercial tort claims.

The Committee told the Court that Cross & Simon, and Freeborn &
Peters will make every effort to ensure that there is no
duplication in their services.

The firm's professionals and their hourly rates:

   Name of Professional          Position           Hourly Rates
   --------------------          --------           ------------
   Christopher P. Simon, Esq.    Partner               $475
   Michael J. Joyce, Esq.        Partner               $475
   Joseph Grey, Esq.             Of Counsel            $425
   Kevin S. Mann, Esq.           Associate             $395
   David G. Holmes, Esq.         Associate             $395
   Nicole DiBiaso                Legal Assistant       $180
   Stephanie MacDonald           Legal Assistant       $180

Christopher P. Simon, Esq., attorney at Cross & Simon, assured the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

   Christopher P. Simon, Esq.
   Michael J. Joyce, Esq.
   Joseph Grey, Esq.
   Kevin S. Mann, Esq.
   David G. Holmes, Esq.
   CROSS & SIMON LLC
   1105 North Market Street, Suite 901
   Wilmington, DE 19801
   Tel: +1 302 777 4200 (ext. 102)
   Fax: +1 302 777 4224
   Email: csimon@crosslaw.com
          mjoyce@crosslaw.com
          jgrey@crosslaw.com
          kmann@crosslaw.com
          dholmes@crosslaw.com

                      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.


QUANTUM FUEL: Appoints Mark Arold Vice President of Operations
--------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., has appointed
Mark Arold as the Company's vice president of operations, a newly
created position.  In this capacity, Mr. Arold will oversee all
aspects of the Company's tank and complete storage systems
business units including engineering, systems integration,
production, supply chain management, and regulatory affairs.  Mr.
Arold has served in various leadership capacities for the Company
since 2002, including most recently as vice president of the
Company's Powertrain and Storage Systems business unit.

"The VP of Operations role will combine both our tank and systems
operations which will enable us to fully leverage resources and
our operational cost structure," said Brian Olson, president and
CEO of Quantum.  "Mark is a tremendous leader and has been a
valuable resource for Quantum for many years and I have the utmost
confidence that Mark is the right person to execute on the
operational side of our systems strategy," concluded Mr. Olson.

                         About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel reported a net loss attributable to stockholders of
$23.04 million in 2013, a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.


RA HOLDING: Publishes Financials for Qtr. Ended Sept. 30
--------------------------------------------------------
RA Holding Corp. on Nov. 19 disclosed that it has published its
unaudited interim condensed financial statements as of and for the
three-month period ended September 30, 2014.  The financial
reports are available at
http://dev.gardencitygroup.com/cases/arcapita/reports.php

The Company has made available its financial results under the
terms of its Mudaraba Agreement, one of the agreements
implementing a $550 million issuance of Shari'ah-compliant
financial instruments.

About RA Holding Corp.

RA Holding Corp. is the top-level holding company in the group
created pursuant to the plan of reorganization of Arcapita Bank
B.S.C.(c) and certain of its affiliates under chapter 11 of the
United States Bankruptcy Code.


RADIO SYSTEMS: Revolver Amendment No Impact on Moody's B2 Rating
----------------------------------------------------------------
Moody's Investors Service said that Radio Systems Corporation's
("Radio Systems", B2 stable) recent amendment of its $75 million
revolving credit facility (unrated) is modestly credit positive
but has no impact on the company's ratings or stable rating
outlook.

The principal methodology used in this rating was Consumer Durable
Industry published in September 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.

Based in Knoxville, Tennessee, Radio Systems Corporation designs
and markets pet supplies, including electronic fences, pet
training collars, pet doors and feeding and water systems. The
company's products are sold through mass merchandisers, pet
superstores, distributors, catalogs and the Internet. Revenues for
the twelve months through June 30, 2014 were roughly $305 million.
Randy Boyd, founder and CEO, owns 85% of the company, with the
balance held by management, employees and others.


RENTPATH INC: Moody's Rates New $525-Mil. 1st Lien Loans 'Caa1'
---------------------------------------------------------------
Moody's Investors Service affirmed RentPath, Inc.'s CFR at B2 and
assigned a B1 rating to the proposed first lien credit facility
consisting of a $50 million five year revolver and a $475 million
seven year first lien term loan. The proposed $200 million eight
year second lien term loan was assigned a Caa1 rating. The outlook
remains stable.

The debt proceeds, existing cash on the balance sheet, and $272
million of cash equity from Providence Equity Partners LLC will be
used to fund the purchase of a 48.7% interest in RentPath and to
redeem the existing debt in addition to paying fees and expenses.
Existing owner TPG Partners VI, L.P will continue to own an equal
stake of 48.7% in the company going forward. The ratings on the
existing outstanding debt will be withdrawn following repayment.

The transaction is anticipated to increase debt by approximately
$280 million and increase interest expense by about $20 million
annually, although final pricing has not been determined as of
this publication date.

Initially, the borrower will be Regal Finance Sub, LLC and
following the consummation of the acquisition, RentPath, Inc.

Moody's took the following rating actions:

Borrower: Regal Finance Sub, LLC and then RentPath, Inc following
the completion of the acquisition and conversion

Issuer: RentPath, Inc.

  Corporate Family Rating, affirmed B2

  Probability of Default Rating, upgraded to B2-PD from B3-PD

  Outlook remains Stable

Issuer: Regal Finance Sub, LLC

  $50 million five year Revolving Credit Facility, assigned B1,
  LGD3

  $475 million seven year 1st lien term loan, assigned B1 LGD3

  $200 million eight year 2nd lien term loan, assigned Caa1, LGD5

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as provided to Moody's.

Ratings Rationale

RentPath's B2 corporate family rating reflects its very high
leverage of 7x (including Moody's standard adjustments), small
scale, and narrow business scope to the apartment rental market.
While Moody's anticipates that leverage will decline to
approximately 6.5x by the end of 2015, the elevated leverage
positions the company weakly at the B2 CFR level. The company
operates several different websites, however; there is high
dependency on its ApartmentGuide.com website for the vast majority
of revenue and EBITDA. These negative attributes are offset by the
company's strong position in the apartment rental market, its
successful transition to digital media from print and EBITDA
margins that have improved over the past several years to 40%
(including Moody's standard adjustments). Plans for additional
marketing and sales expenditures are anticipated to weigh on
margins modestly in 2015. While results from the Rent.com website
have been below Moody's expectations, the completion of the
integration will reduce operating risk and the transition to a
subscription based model should improve stability and operations.
However, it will be important for the company to avoid alienating
Rent.com's existing customer base as it makes the transition from
a fee per lease to a subscription based model. Moody's expects
that the company will continue to be acquisitive and that future
acquisitions have the potential to be funded with additional debt.

Moody's anticipates that RentPath will have good liquidity over
the next 12 months, supported by the company's free cash flow of
over $30 million and an undrawn $50 million revolver due 2019.
Moody's anticipates minimal cash on the balance sheet at closing,
but expect it will grow by year end. The revolver is expected to
have a springing 1st lien net leverage ratio and the first and
second lien term loans are anticipated to be covenant lite. The
company is expected to have the ability to issue Incremental first
or second lien debt in the amount of $100 million plus an
unlimited amount subject to leverage ratios as defined in the
credit agreement.

The stable rating outlook reflects Moody's expectation that
RentPath will grow revenue and EBITDA in the mid to low single
digits over the next year that will lead to leverage decreasing to
6.5x by the end of 2015.

While not anticipated in the near term given the high leverage
level for the rating, Moody's could upgrade the ratings if
RentPath maintains good liquidity, generate strong free cash flow
and grows EBITDA such that leverage is below 4.5x. Confidence the
private equity sponsors were committed to maintaining leverage
below this level would also be required.

Moody's would lower RentPath's ratings if leverage fails to
decrease below 6.5x by the end of 2015 or if free cash flow turns
negative due to a substantial deterioration of its position in the
apartment rental market due to lost market share to new or
existing competitors. A debt funded shareholder friendly
transaction that drives leverage being sustained above 6.5x would
also lead to a negative rating action.

The principal methodology used in these ratings was Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.
Headquartered in Norcross, Georgia, RentPath, Inc. (RentPath) (fka
PRIMEDIA Inc.) is a leading provider of digital classified
advertising primarily for apartment leasing in addition to modest
operations in new home sales. The company operates a number of web
properties including ApartmentGuide.com, Rent.com, Rentals.com,
and RentalHouses.com. In May of 2012, RentPath acquired Rent.com
from EBay, Inc. for $145 million, expanding its market share and
presence in the online apartment rental advertising market. Pro-
forma for the transaction, RentPath will be owned by Providence
Equity Partners LLC and TPG Partners VI, L.P which will have equal
ownership positions of 48.7%. RentPath generated approximately
$250 million of revenue for the twelve months ended September 30,
2014, pro forma for the sale of DistribuTech on February 1, 2014.


RENTPATH INC: S&P Affirms 'B' CCR on Providence Equity Sale
-----------------------------------------------------------
Standard & Poor's Ratings Services said that is has affirmed its
'B' corporate credit rating on U.S.-based RentPath Inc.  The
outlook remains stable.

At the same time, S&P assigned its 'B+' issue-level ratings to
RentPath's proposed $50 million revolving credit facility and $475
million first-lien term loan.  The recovery rating is '2',
indicating S&P's expectation for substantial (70%-90%) recovery
for lenders in the event of a payment default.  S&P also assigned
the company's proposed $200 million second-lien term loan a 'CCC+'
issue-level rating with a recovery rating of '6', indicating S&P's
expectation for negligible (0%-10%) recovery for lenders in the
event of a payment default.

Following the completion of the proposed transaction, on the
current terms, S&P will withdraw all of its issue-level ratings on
RentPath's existing credit facilities, which S&P expects to be
repaid.  Pro forma for the transaction, S&P estimates that
RentPath will have about $710 million in adjusted debt
outstanding.

"Our corporate credit rating on RentPath reflects the company's
exposure to the volatile real estate market, its narrow business
focus, competition from other online advertising firms, and its
weak credit metrics," said Standard & Poor's credit analyst
Christopher Thompson.

Norcross, Ga.-based RentPath Inc. is a vertical search company
that operates a network of websites and mobile applications
providing listings for available apartments and rental houses
through its Apartment Guide and Rent.com businesses.  These
operations account for over 90% of its overall revenue.  S&P's
"weak" business risk profile assessment reflects the company's
narrow business focus, which makes RentPath susceptible to the
volatility inherent in the real estate market.  RentPath was able
to make the transition to digital by investing in its online
platform and migrating most of its customer base to digital from
print.  Nonetheless, the company must continuously evolve its
business capabilities and online offerings to remain competitive,
given the low barriers to entry, the potential for pricing
pressure, and the rapid development of the way marketing services
are provided online.  For example, Craiglist, one of the largest
providers of online rental listings, is free.  Nevertheless, S&P
expects property managers, especially managers of larger
properties, will still continue to advertise using aggregators
such as RentPath, which has considerable market reach.  RentPath
will need to maintain and grow Internet traffic to its sites to
remain relevant with property managers.  S&P expects the company's
EBITDA margin to expand in 2015, benefiting from the completion of
its digital conversion despite higher offline marketing expenses
during the year.

S&P views the company's financial risk profile as "highly
leveraged," given the company's weak credit metrics and aggressive
financial policy.  S&P expects pro forma leverage under the new
capital structure to increase to around the high-6x at the
transaction's close from 4.2x as of June 30, 2014.  RentPath is
owned by private equity sponsors and has a history of debt-
financed dividends.  S&P expects the company's debt leverage will
remain above 5x through 2016.  It is probable that additional debt
financed acquisitions or dividends will offset any significant
improvement in credit metrics from sales or profit growth.

The stable outlook reflects Standard & Poor's Ratings Services'
expectations that RentPath Inc. will deliver a steady operating
performance, adequate liquidity, and that lease-adjusted debt
leverage will decline to around the high-5x by the end of 2015.

Downside scenario

S&P could lower the rating over the intermediate term if there is
a deterioration of the apartment rental advertising business
resulting in erosion of discretionary cash flow and a decline in
interest coverage below 2x.  Factors that could lead to this
scenario include increased competition in the online rental
advertising business and worsening economic conditions that reduce
occupancy and effective rent metrics in the majority of markets
served.

Upside scenario

Given the company's private-equity ownership and history of debt-
financed dividends, S&P views an upgrade as unlikely in the
intermediate term.  An upgrade would entail sustained positive
operating trends in the apartment business that improve leverage
to the mid-4x area coupled with a change in financial policy that
convinces S&P that leverage will remain in the 4x-5x area.


RESPONSE BIOMEDICAL: Incurs C$1.1-Mil. Net Loss in 3rd Quarter
--------------------------------------------------------------
Response Biomedical Corp. reported a net loss and comprehensive
loss of C$1.11 million on C$2.19 million of product sales for the
three months ended Sept. 30, 2014, compared to a net loss and
comprehensive loss of C$2.54 million on C$2.08 million of product
sales for the same period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss and comprehensive loss of C$2.35 million on C$7.83
million of product sales compared to a net loss and comprehensive
loss of C$9.17 million on C$8.39 million of product sales for the
same period during the prior year.

Cash and cash equivalents as of Sept. 30, 2014, were $1.7 million
compared to $3 million as of Dec. 31, 2013.

Response's Interim Chief Executive Officer, Dr. Anthony (Tony)
Holler, commented on Response's Q3 2014 performance saying, "This
quarter and the month that followed was a pivotal time for
Response.  We were able to grow sales in China, secure incremental
government funding for an important new sepsis biomarker and sign
a major development and sales collaboration agreement that we
believe will benefit the company for years to come.  These
achievements are an indication of the strength of the current
leadership team at Response.  Sales outside of China have been
disappointing, but we plan to rebuild distributor relationships
while at the same time focusing significant resources on our key
market -- the major growth opportunity we see in China."

Dr. Holler added, "Gross margins declined slightly in the quarter
versus last year and the previous quarter due to lower sales
volumes and higher inventory provisions.  The efficiencies we've
achieved in manufacturing and purchasing over the past years,
along with positive exchange fluctuations, continue to be
favorable to our margins.  We expect the Company's cash position
to be bolstered this quarter by the upfront payments and equity
investment from the new development collaboration.  In addition,
we are working with our bank to restructure the covenants of our
existing term loan."

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

                        http://is.gd/sgqfWu

                     About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

Response Biomedical reported a net loss and comprehensive loss of
$5.99 million in 2013, a net loss and comprehensive loss of $5.28
million in 2012 and a net loss and comprehensive loss of $5.37
million in 2011.

PricewaterhouseCoopers LLP, in Vancouver, British Columbia, 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 recurring losses from
operations and has an accumulated deficit at Dec. 31, 2013, which
raises substantial doubt about its ability to continue as a going
concern.


RIVER CITY: Court Approves Sperry Van Ness as Auctioneer
--------------------------------------------------------
The Hon. Keith L. Phillips of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized River City Renaissance LC
and River City Renaissance III LC to employ Sperry Van Ness LCC
t/a Sperry Van Ness Chicago Commercial as their auctioneer with
respect to the Debtors' real property assets, which are comprised
of 29 residential apartment  buildings located in the City of
Richmond.

The Debtors said they require the assistance of an auctioneer to
ensure that they obtain the maximum value for their properties.
The Debtors noted they believe that a robust marketing and sales
effort may generate sale proceeds sufficient to satisfy, without
limitation, the allowed claims of each Debtors' secured creditors,
including the holders, as well as general unsecured creditors, and
equity-security holders.

The auctioneer will render to the Debtors include:

   a)  implementing a marketing campaign designed to generate
       maximum interest in the Properties,  establishing a high-
       quality website to provide sale-process information and
       due-diligence  materials to potential buyers, and providing
       tours of the properties to potential buyers, and

   b)  assisting the Debtors in structuring the sale process,
       negotiating with potential buyers, and in  selecting the
       buyer(s) who provide the best combination of price, terms,
       track record, and ability  to close.

The auctioneer will be paid in this manner:

   a) In the event that the auction fails to result in a closed
      transaction where the paid cash consideration exceeds the
      respective Holder's secured claim as to the particular
      Debtor's properties, or either of the Holders acquire the
      properties through a credit-bid of either's secured claim,
      then SVN may be paid up to $100,000, allocated 80%/20%
      between the RCR Properties and the RCR III Properties,
      respectively, plus reasonable and customary sellers' closing
      costs, which funds will be made available from the Holders'
      collateral and available at closing in order to close the
      sales.

   b) In the event that the auction results in a closed
      transaction where the paid cash consideration exceeds the
      respective Holder's secured claim, well as necessary closing
      costs, as to the particular Debtor's properties by an amount
      insufficient to pay to SVN in accordance with Section (x)
      (c), below, then SVN will be entitled to a fee in an amount
      equal to the difference of (i) the net dollar amount of paid
      cash consideration at closing, minus (ii) the dollar amount
      of the respective Holders' secured claim as to the
      particular Debtor's Properties, plus necessary closing
      costs.

   c) In the event that the auction results in a closed
      transaction where the paid cash consideration exceeds the
      respective Holder's secured claim, well as necessary closing
      costs, as to the particular Debtor's properties by an amount
      sufficient to pay to SVN (i) two percent of the first
      $20,000,000 of the paid cash consideration at closing, plus
      (ii) one-and-one-half percent of any amount beyond the first
      $20,000,000 of the paid cash consideration at closing, then
      SVN will be entitled to a fee in such amount at closing of
      such sale(s).

   d) In the event that the Court approves and deems either
      [REDACTED] or [REDACTED] as a stalking-horse bidder at the
      Auction and such stalking-horse bidder acquires the
      Properties at an amount equal to its stalking-horse bid,
      then SVN shall be entitled to a fee in the amount of
      $250,000.  If the Court approves either [REDACTED] or
      [REDACTED]  as a stalking-horse bidder at the Auction and
      any entity acquires the Properties  through a bid in an
      amount in excess of the respective stalking-horse bid, then
      SVN shall be entitled to a fee in an amount equal to (i)
      2.0% of the  first $20,000,000 of the paid cash
      consideration at  closing, plus (ii) 1.5% of any amount
      beyond the first  $20,000,000 of the paid cash consideration
      at closing, then SVN shall be entitled  to a fee in such
      amount at closing of such sale(s).

The Debtors assured the Court that the auctioneer is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                  About River City Renaissance

Richmond, Virginia-based, River City Renaissance, LC, and River
City Renaissance III, LC, sought Chapter 11 protection (Bankr.
E.D. Va. Case Nos. 14-34080 and 14-34081) in Richmond, Virginia,
on July 30, 2014.  The cases are assigned to Judge Keith L.
Phillips.  Robert H. Chappell, III, Esq., at Spotts Fain PC,
represents the Debtors in their cases.  River City Renaissance, LC
disclosed $27,353,274 in assets and $29,186,824 in liabilities as
of the Chapter 11 filing.  Renaissance III estimated less than $10
million in assets and debts.  The Debtors have tapped Spotts Fain
PC as counsel.


ROCKWELL MEDICAL: Reports $3.9 Million Net Loss for 3rd Quarter
---------------------------------------------------------------
Rockwell Medical, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $3.96 million on $13.7 million of sales for the three
months ended Sept. 30, 2014, compared with a net loss of
$13.2 million on $13.1 million of sales for the same period in
2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $14.9 million on $39.7 million of sales compared with
a net loss of $40.45 million on $38.41 million of sales for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2014, showed $23.9
million in total assets, $29.3 million in total liabilities, and a
$5.45 million total shareholders' deficit.

"We achieved a strong 3rd quarter and then two significant
accomplishments; our successful confirmatory vote on Triferic from
the FDA Advisory Committee and our commercialization agreement
with Baxter," stated Mr. Robert L. Chioini, Founder, Chairman and
CEO of Rockwell Medical.

"The Advisory Committee's majority vote recommending Triferic as a
therapy to treat iron loss and maintain hemoglobin in hemodialysis
patients adds to our conviction that this drug can make a positive
difference for ESRD patients in addressing this unmet need.  We
remain committed to working with the FDA on completing its review
for marketing approval of Triferic.  Our exclusive distribution
agreement with Baxter, a global leader in selling dialysis
products, enabled us to monetize a valuable asset and strengthen
our balance sheet while also providing dialysis patients and
service providers expanded access to our market leading products
in new territories.  These two recent milestone events,
in addition to our strong sales and margin improvements in the
third quarter, give us great momentum moving forward."

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

                        http://is.gd/M5i11c

                          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.


ROGER BANCSHARES: Bankruptcy-Exit Plan Declared Effective
---------------------------------------------------------
Rogers Bancshares Inc. informed the U.S. Bankruptcy Court for
the Eastern District of Arkansas that its joint Chapter 11
reorganization, as modified and amended, became effective on
Aug. 29, 2014.

As reported in the Troubled Company Reporter on Sept. 9, 2014, the
Court confirmed the joint plan as proposed by the Debtor and the
Official Committee of Unsecured Creditors.

The Court authorized the proponents to modify the Plan.   As
reported in the Troubled Company Reporter on Sept. 1, 2014, the
Debtors requested for the Plan revision after Bankruptcy Judge
Richard Taylor at the July 17 status conference, expressed
concerns regarding the indemnification and release provisions in
the plan.

The original plan granted a release of claims held by third
parties, which would have released anyone who held a right of
indemnity against the company.  In the revised plan, however, only
those listed in section 11.05(a), a new provision, would grant
each other a release.

The revision also divides section 11.05 of the original plan into
four sections: 11.05, 11.06, 11.07 and 11.08.  Sections 11.06 and
11.07 clarify that creditors and equity holders cannot pursue
claims or equity interests against the company or its assets
outside the scope of the plan.  Meanwhile, section 11.08 clarifies
that the plan agent may seek to enforce these provisions.

As reported by the TCR on Feb. 28, 2014, the plan designates and
provides for the treatment of five claim classes and interests --
Class 1 senior debt, Class 2 indenture claims, Class 3 pari passu
claims, Class 4 preferred stock, and Class 5 equity interest
holders.  All the claim classes are impaired.

The chief liquidation officer will become the plan agent to assist
Rogers Bancshares in performing its duties and obligations under
the liquidation plan.

                    About Rogers Bancshares

Little Rock, Arkansas-based Rogers Bancshares Inc., filed for
Chapter 11 relief (Bankr. E.D. Ark. Case No. 13-13838) on July 5,
2013.

Bankruptcy Judge James G. Mixon presides over the case.  Samuel M.
Stricklin, Esq., and Lauren C. Kessler, Esq., at Bracewell &
Giuliani, LLP, as well as W. Jackson Williams, Esq., at Williams &
Anderson, PLC, represent the Debtor in its restructuring efforts.
The Debtor estimated $10 million to $50 million in assets and
debts.  Rogers owes $41.3 million on three issues of junior
subordinated debentures and $39.6 million on four issues of
preferred stock. The petition was signed by Susan F. Smith,
secretary.

The Official Committee of Unsecured Creditors has hired Tyler P.
Brown, Esq., and Jason W. Harbour, Esq., at Hunton & Williams LLP
and James F. Downden, Esq., of the James F. Dowden PA firm as
counsel; and Carl Marks Advisory Group LLC as financial advisors.

On Nov. 25, 2013, the retention of Cheryl F. Shuffield as chief
liquidation officer was approved by the Court.


ROSALES MEAT: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Rosales Meat Distributors Inc.
        5157 Alhambra Avenue
        Los Angeles, CA 90032

Case No.: 14-31581

Chapter 11 Petition Date: November 18, 2014

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

Judge: Hon. Ernest M. Robles

Debtor's Counsel: Rosendo Gonzalez, Esq.
                  GONZALEZ & ASSOCIATES APLC
                  530 S Hewitt St, Ste 148
                  Los Angeles, CA 90013
                  Tel: 213-452-0070
                  Fax: 213-452-0080
                  Email: rossgonzalez@gonzalezplc.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Rigoberto Rosales, president.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-31581.pdf


SAM WYLY: Church Fights Gov't for $20K Claim, Says Panel Needed
---------------------------------------------------------------
Erik Larson at Bloomberg News reports that Samuel Wyly's Dallas
church, Third Church of Christ, Scientist, has accused the U.S.
Securities and Exchange Commission and the Internal Revenue
Service of trying to silence smaller creditors that can't match
the government's "unlimited" legal resources.

"While the SEC and IRS debts may be the largest in the case, that
does not mean, as the SEC seems to suggest, that there are no
other creditors," Jonathan Gitlin, the Church's attorney,
complains in a Nov. 14, 2014 filing with the U.S. Bankruptcy Court
for the Northern District of Texas.  The SEC, according to
Bloomberg, seeks at least $200 million from the Debtor, while the
IRS seeks unspecified back taxes.

In the Nov. 14 court filing, the Church claims that the Debtor
owes it $20,000, under a 2010 pledge to donate $100,000 over five
years.  Bloomberg relates that the Church says it needs the money
to finish a building restoration project.

"Mr. Wyly simply made a gift to his church's building restoration
fund when he executed the pledge," Bloomberg quoted the U.S. as
saying.

Texas law backs the treatment of the pledges as valid claims in
bankruptcy, Bloomberg reports, citing the Church.

The Church says in the filing that a formal committee of unsecured
creditors is needed in the case to give them a stronger voice
against the SEC.  The government, Bloomberg says, objects the
formation of a committee, claiming that it "will unnecessarily
waste resources and dissipate assets that should be used to pay
creditor claims."  The government also argues in a Nov. 14 filing
that the Church and a charitable organization that wants to be on
the committee, the Thanks-Giving Foundation, are ineligible.

                        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 BERNARDINO, CA: Gets May 30 Deadline to File Bankruptcy Plan
----------------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
frustrated with San Bernardino, Calif.'s stalled reorganization,
Judge Meredith Jury gave city leaders a May 30 deadline to file a
plan that shows how the struggling city of roughly 200,000 people
will repay its debts and get out of bankruptcy protection.

According to the report, Judge Jury scolded city officials for
making little progress on a reorganization plan and for hoping
instead that residents would vote to change police salary
structures earlier this month.  The vote failed, prompting
officials to reignite negotiations with the city's two biggest
unions over money-saving cuts, the DBR report noted.

                   About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SANUWAVE HEALTH: Files Form 10-Q, Warns of Possible Bankruptcy
--------------------------------------------------------------
SANUWAVE Health, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report for the period ended Sept. 30,
2014.

In the report, the Company stated that the continuation of its
business is dependent upon raising additional capital in the
second half of 2015 to fund operations and repay the Notes
Payable, Related Parties or amend the note terms to extend the
notes or consider other non-cash repayment options.  Management's
plans are to obtain additional capital in 2015 through investments
by strategic partners in specific clinical indications or market
opportunities, which may include strategic partnerships or
licensing arrangements.

In addition, the Company may raise capital through the conversion
of outstanding warrants, the issuance of common or preferred
stock, securities convertible into common stock, or secured or
unsecured debt, or by selling all or a portion of the Company's
assets (or some combination of the foregoing).  If these efforts
are unsuccessful, the Company said it may be forced to seek relief
through a filing under the U.S. Bankruptcy Code.

The Company reported a net loss of $1.49 million on $227,492 of
revenue for the three months ended Sept. 30, 2014, compared to a
net loss of $4.43 million on $148,421 of revenue for the same
period last year.

The Company also reported a net loss of $5.75 million on $610,705
of revenue for the nine months ended Sept. 30, 2014, compared to a
net loss of $10.62 million on $510,272 of revenue for the same
period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $5.91
million in total assets, $6.33 million in total liabilities and a
$421,511 total stockholders' deficit.

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

                         http://is.gd/xsf5gj

                        About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

SANUWAVE reported a net loss of $11.29 million in 2013, a net
loss of $6.40 million in 2012 and a net loss of $10.23 million in
2011.


SB PARTNERS: Incurs $196,000 Net Loss in Third Quarter
------------------------------------------------------
SB Partners filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of
$196,189 on $691,765 of total revenues for the three months ended
Sept. 30, 2014, compared to a net loss of $266,622 on $629,145 of
total revenues for the same period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $686,204 on $2 million of total revenues compared to a
net loss of $843,116 on $1.87 million of total revenues for the
same period last year.

The Company's balance sheet at Sept. 30, 2014, showed $17.21
million in total assets, $22.80 million in total liabilities and a
$5.58 million total partners' deficit.

As of Sept. 30, 2014, the Company had cash and cash equivalents of
approximately $773,000.  These balances are approximately $149,000
higher than cash and cash equivalents held on Dec. 31, 2013.  Cash
and cash equivalents increased during the nine months ended
Sept. 30, 2014, due to cash flow generated from operating
activities at the Company's two wholly owned properties partially
offset by interest on the Company's loan and partnership expenses.

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

                        http://is.gd/cwUaTc

                         About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

SB Partners incurred a net loss of $1.10 million in 2013, a net
loss of $1.10 million in 2012 and a net loss of $1.02 million in
2011.


SEARS HOLDINGS: Edward Lampert Reports 48.5% Stake as of Nov. 10
----------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Edward S. Lampert and his affiliates
disclosed that as of Nov. 10, 2014, they beneficially owned
51,677,054 shares of common stock of Sears Holdings Corporation
representing 48.5 percent of the shares outstanding.

Mr. Lampert acquired an additional 10,311 shares of Holdings
Common Stock on Oct. 31, 2014.  Mr. Lampert received the Common
Stock as consideration for serving as chief executive officer and
no cash consideration was paid by Mr. Lampert in connection with
the receipt of those Holdings Common Stock.

Additionally, on Oct. 18, 2014, the Compensation Committee of the
Board of Directors of Holdings approved awards to holders of
outstanding awards, including Mr. Lampert, under the 2013 Stock
Plan.  The Rights Offering Awards were approved to preserve the
benefit of the underlying equity awards in connection with the
Rights Offering to purchase Sears Canada Shares.  The Rights
Offering Award granted to Mr. Lampert is in the form of Holdings
Common Stock and will be issued in equal monthly installments on
the last business day of each month through Jan. 31, 2015, subject
to the same terms that govern the issuance of Holdings Common
Stock scheduled to be issued to Mr. Lampert under the 2013 Stock
Plan.

In a grant of Holdings Common Stock by Holdings on Oct. 31, 2014,
pursuant to the Rights Offering Award, Mr. Lampert acquired an
additional 62 shares of Holdings Common Stock. Mr. Lampert
received the Holdings Common Stock pursuant to the Rights Offering
Award and no cash consideration was paid by Mr. Lampert in
connection with the receipt of such Holdings Common Stock.

A full-text copy of the regulatory filing is available at:

                        http://is.gd/PpxGsb

                            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 METHODIST: Court Approves Procedures to Sell Plains Assets
----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Texas approved Sears Plains Retirement Corporation's motion to
approve proposed bid procedures in connection with the sale of all
of its assets and provide certain bid protections to Knight Health
Holdings LLC, a Nevada limited liability company, the stalking
horse bidder.

Plains is a unit of Sears Methodist Retirement System Inc.
Plains' entry into the asset purchase agreement and the Sale
Transaction is approved in all respects.  Any objections to the
relief sought in the Motion that have not been previously resolved
or withdrawn are overruled on their merits.

Plains is authorized and directed to take any and all actions
necessary or appropriate to (a) consummate the Sale Transaction in
accordance with the Motion, the APA and this Order, and (b)
perform, consummate, implement and close fully the Sale
Transaction, together with all additional instruments and
documents that may be reasonably necessary or desirable to
implement the APA.

                      About Sears Methodist

As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors.  The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014.  The cases are assigned to Judge Stacey
G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.


SEARS METHODIST: Bid Deadline for Caprock Assets Set for Dec. 15
----------------------------------------------------------------
Judge Stacey G. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas approved Sears Caprock Retirement
Corporation's bid procedures in connection with the sale of all or
substantially all of Caprock's assets.  The Court also approved
certain protections to Rio Mesa Health Holdings LLC, as Stalking
Horse.  Caprock is authorized to take any and all actions
necessary or appropriate to implement the Bid Procedures.

The Court also set these dates:

   -- the Bid Deadline is December 15, 2014, at 4:00 p.m.
      (prevailing Central Time);

   -- the Auction, if necessary under the Bid Procedures, will be
      held on December 17, 2014, at the offices of DLA Piper LLP
      (US), located in Dallas, Texas, at 10:00 a.m. (prevailing
      Central Time);

   -- objections to the Sale Transaction are due on December 4,
      2014, at 4:00 p.m. (prevailing Central Time);

   -- objections to the Sale Motion are due on December 18, 2014,
      at 4:00 p.m. (prevailing Central Time); and

   -- the Sale Hearing, at which Caprock will seek approval of
      the Successful Bid, will be held on December 19, 2014, at
      9:30 a.m. (prevailing Central Time).

The Sale Hearing may be adjourned or rescheduled without further
notice other than an announcement of the adjourned date at the
Sale Hearing.

The Stalking Horse and Santander Bank, N.A. ("Lender") will each
constitute a Qualified Bidder for all purposes and in all respects
with regard to the Bid Procedures.

Caprock is authorized to pay the Stalking Horse, as set forth in
the APA and pursuant to the Bid Procedures, a Break-Up Fee of
$190,000 and Expense Reimbursement in an amount up to $25,000,
subject to the terms of the Order and the APA.

                      About Sears Methodist

As a leading Texas senior living icon established on Christian
principles, Sears Methodist Retirement System Inc. provides
secure, rewarding, and luxurious residency to seniors.  The system
includes: (i) eight senior living communities located in Abilene,
Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans
homes located in El Paso, McAllen and Big Spring, Texas, managed
by Senior Dimensions, Inc., pursuant to contracts between SDI and
the Veterans Land Board of Texas; and (iii) Texas Senior
Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA")
and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as
applicable, management and insurance services to the System.
Sears Methodist Senior Housing, LLC, is the general partner of,
and controls .01% of the interests in, Canyons Senior Living, L.P.
("CSL").

Sears Methodist and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14-
32821) on June 10, 2014.  The cases are assigned to Judge Stacey
G. Jernigan.

The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew
Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and
Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob
S. Frumkin, Esq., at DLA Piper LLP (US), in New York.  The
Debtors' financial advisor is Alvarez & Marsal Healthcare Industry
Group, LLC, while the Debtors' investment banker is Cain Brothers
& Company, LLC.  The Debtors' notice, claims and solicitation
agent is GCG Inc.

The Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors.  The Committee is represented by
Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at
Greenberg Traurig, LLP, in Dallas, Texas.


SIGA TECHNOLOGIES: Section 341(a) Meeting Slated for December 18
----------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
of SIGA Technologies Inc. on Dec. 18, 2014, at 11:00 a.m. (Eastern
Time) at 80 Broad Street, Fourth Floor in New York.

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

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

                   About SIGA Technologies

Publicly held SIGA Technologies, Inc., with headquarters in
Madison Avenue, New York, is a biotech/pharmaceutical company that
specializes in the development and commercialization of solutions
for serious unmet medical needs and biothreats.  SIGA's lead
product is Tecovirimat, also known as ST-246, an orally
administered antiviral drug that targets orthopoxviruses.

SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case
No. 14-12623) on Sept. 16, 2014, in Manhattan.  The case is
assigned to Judge Sean H. Lane.

The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and
Prime Clerk LLC as claims agent.

The Debtor's Chapter 11 plan and disclosure statement are due Jan.
14, 2015.  The initial case conference is due by Oct. 16, 2014.

As of June 30, 2014, SIGA reported consolidated assets and
liabilities of $209 million and $198 million, respectively. The
amount of reported liabilities does not include any amount
attributable to the lawsuit filed by PharmAthene, Inc.  A total of
$2.50 million is outstanding on a secured term loan with General
Electric Capital Corp.  Trade payables total $3.3 million.


SIMPLEXITY LLC: Has Until Dec. 12 to Remove Actions
---------------------------------------------------
U.S. Bankruptcy Judge Kevin Gross has given Simplexity, LLC, until
Dec. 12, 2014, to file notices of removal of pre-bankruptcy
lawsuits involving the company or its affiliated debtors.

                         About Simplexity

Simplexity, LLC, a defunct cellphone activator, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
14-10569) on March 16, 2014.  The case is before Judge Kevin
Gross.  The Debtors' counsel is Kenneth J. Enos, Esq., and Robert
S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in
Wilmington, Delaware.  Prime Clerk LLC serves as claims and
noticing agent.  Simplexity hired Rutberg & Co. as investment
banker.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.  Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at Hunton & Williams LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.


SPANISH BROADCASTING: Incurs $4.6 Million Net Loss in 3rd Quarter
-----------------------------------------------------------------
Spanish Broadcasting System, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q on
Nov. 17, 2014.  According to the Company, it was unable to file
its Form 10-Q prior to the filing deadline due to unanticipated
delays in resolving the accounting treatment related to a tax
position.

The Company disclosed a net loss available to common stockholders
of $4.66 million on $36.27 million of net revenue for the three
months ended Sept. 30, 2014, compared to a net loss available to
common stockholders of $2.37 million on $41.08 million of net
revenue for the same period last year.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss available to common stockholders of $13.98 million on
$109.94 million of net revenue compared to a net loss of $8.84
million on $116.25 million of net revenue for the same period last
year.

As of Sept. 30, 2014, the Company had $461.39 million in total
assets, $529.68 million in total liabilities and a $68.28 million
total stockholders' deficit.

"During the third quarter, we continued to execute our plan to
support our market leading stations and strengthen our multi-media
platform to position our company for long-term growth," commented
Raul Alarcon, Jr., Chairman and CEO.  "Our radio station clusters
continue to rank among the most successful media properties
serving the Spanish-speaking population in the nation's largest
Hispanic media markets.  Building on our strong station brands, we
are continuing to invest in our radio network and digital assets,
in an effort to expand our audience nationally and compete for a
larger pool of advertising dollars.  We are pleased with our
progress to date and believe our efforts will lead to improved
results in the year ahead."

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

                        http://is.gd/FKBSag

                    About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

Spanish Broadcasting reported a net loss of $88.56 million in
2013, as compared with a net loss of $1.28 million in 2012.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

As reported by the TCR on May 22, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on U.S. Spanish-
language broadcaster Spanish Broadcasting System Inc. (SBS) to
'CCC+' from 'B-'.  "The downgrade reflects our view that the
company's current capital structure is unsustainable, given its
inability to redeem its preferred stock, which was put to the
company in October of 2013," said Standard & Poor's credit analyst
Chris Valentine.


SPECIALTY HOSPITAL: Gets Court Approval to Terminate 401K Plan
--------------------------------------------------------------
Specialty Hospital of America LLC received court approval to
terminate its 401(k) plan.

The termination of the 401(k) plan will help facilitate the sale
of the assets of Specialty Hospital and its affiliated debtors.
DCA Acquisitions LLC, the buyer of the assets, will be
establishing its own 401(k) plan to cover their employees, which
will take effect upon closing of the sale, according to court
filings.

The court order signed by U.S. Bankruptcy Judge S. Martin Teel,
Jr. does not release Specialty Hospital from liability under the
Employee Retirement Income Security Act of 1974 (ERISA).

                    About Specialty Hospital

Specialty Hospital of America LLC operates nursing home
facilities and long-term acute care hospitals.

On April 23, 2014, an involuntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-
10935) was filed against Specialty Hospitals of Washington, LLC
("SHDC").

Capitol Hill Group and five other alleged creditors who signed the
involuntary bankruptcy petition are represented by Stephen W.
Spence, Esq., at Phillips, Goldman & Spence, in Wilmington,
Delaware.  Capitol Hill Group claims to be owed $1.66 million on a
lease for non-residential real property while another creditor,
Metropolitan Medical Group, LLC, claims $837,000 for physician
services.  The petitioners assert $2.69 million in total claims.

On May 9, 2014, the Delaware court transferred the case to
Washington, D.C. (Bankr. D.C. Case No. 14-00279).  The Debtor
disclosed $3,120,119 in assets and $96,721,374 in liabilities as
of the Chapter 11 filing.

On May 21, 2014, SHDC filed an answer and consent for relief under
Chapter 11.  Also on May 21, six affiliates of SHDC, including
Specialty Hospital of America, LLC filed for Chapter 11
protection.  The U.S. Bankruptcy Court entered an order directing
the joint administration the cases under Specialty Hospital of
Washington, LLC, Case No. 14-00279.

The Debtors announced plans to sell all of their assets in
exchange for a $15 million debtor-in-possession loan from Silver
Point Capital, which will allow the Debtors to continue operating
through the bankruptcy process.

The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP
as counsel.  Alvarez and Marsal Healthcare Industry Group, LLC,
serves as the Debtorsv financial advisor.  Cain Brothers &
Company, LLC, is the Debtorsv investment banker.

The U.S. Trustee has named three members to the Official Committee
of Unsecured Creditors.


STONE CAST: Wins $452K Judgment Against Prime Contractor
--------------------------------------------------------
Bankruptcy Judge Robert D. Drain ruled that debtor Stone Cast Inc.
will have judgment against Jeffrey M. Brown Associates, Inc., in
the aggregate amount of $452,211, plus post-judgment interest at
the federal rate now in effect.

Stone Cast provided to JMB pre-fabricated stone base walls, column
covers, piers, pedestrian bridge and horizontal panels and related
drawings for a Fordham University parking garage.  JMB, the prime
contractor for the project, agreed to pay Stone Cast $2.2 million
for its work.

The adversary proceeding, commenced in the Supreme Court of the
State of New York, County of New York, Index No. 602603/06, was
removed to the Bankruptcy Court for the Northern District of New
York pursuant to 28 U.S.C. Sec. 1452(a) and then, by Stipulation
and Order on Consent, dated August 3, 2011, to this Court.1 The
parties originally asserted claims against each other arising out
of the construction of a parking garage for Fordham University.

However, before removal, the state court (Stallman, J.) granted
Stone Cast's motion for summary judgment on JMB's claims, and JMB
has not pursued any remaining claims against Stone Cast that might
have been left open by Justice Stallman's ruling.

Left to be decided after pretrial rulings by the Bankruptcy Court
is the contract claim against JMB of Stone Cast, the subcontractor
responsible for providing the exterior stone "envelope" for the
garage.

The Bankruptcy Court held a one-day bench trial of that claim.

The case is, Jeffrey M. Brown Associates, Inc., Plaintiff, v.
Stone Cast, Inc., Defendant, Adv. Proc. No. 11-08337 (RDD)(Bankr.
S.D.N.Y.).  A copy of Judge Drain's Nov. 17 Memorandum of Decision
is available at http://bit.ly/1EXXiN2from Leagle.com.

Jeffrey M. Brown Associates, Inc. is represented by:

     Howard Blum, Esq.
     HOWARD BLUM, P.C.
     286 Madison Ave
     New York, NY 10017
     Tel: 212) 557-3000

          - and -

     Clifford A. Katz, Esq.
     Mitchell L. Kaplan, Esq.
     PLATZER, SWERGOLD, KARLIN, LEVINE, GOLDBERG & JASLOW, LLP
     475 Park Avenue South, 18th Floor
     New York, NY 10016
     Tel: (212) 593-3000
     E-mail: ckatz@platzerlaw.com
             mkaplan@platzerlaw.com

Stone Cast, Inc. is represented in the adversary proceeding by:

     Mark W. Couch, Esq.
     COUCH DALE MARSHALL P.C.
     29 British American Blvd.
     Latham, NY 12110
     Tel: (518) 220-9577
     Fax: (518) 220-9587
     E-mail: mcouch@couchdalemarshall.com

Stone Cast Inc., based in Queensbury, NY, filed for Chapter 11
bankruptcy (Bankr. N.D.N.Y. Case No. 11-10451) on February 21,
2011.  Michael J. Toomey, Esq., at Toomey & Gallagher, LLC, serves
as the Debtor's counsel.  Stone Cast scheduled $0 in assets and
debts of $1,148,927.  A list of the Company's 14 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nynb11-10451.pdf The petition was
signed by Terry Karanikas, president.


SUN BANCORP: Presented at Sandler O'Neill Conference
----------------------------------------------------
Sun Bancorp, Inc., filed a Form 8-K report with the U.S.
Securities and Exchange Commission regarding the distribution of
copies of a presentation regarding the Company to investors and
analysts at the Sandler O'Neill + Partners, L.P., 2014 East Coast
Financial Services Conference.

The Company disclosed that it reduces branch count from 51 to 35
through sale or consolidation.  The Company said it will focus on
remediating all regulatory issues, execute restructuring plan, and
start execution of a focused commercial lending strategy.

A copy of the presentation is available for free at:

                        http://is.gd/Cjgzh4

                         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 $2.82 billion in total
assets, $2.57 billion in total liabilities and $247.04 million in
total shareholders' equity.


SUNTECH POWER: Wins Ch.15 Recognition; Venue Transfer Bid Tossed
----------------------------------------------------------------
U.S. Bankruptcy Judge Stuart M. Bernstein issued Findings of Fact
and Conclusions of Law granting the petition for Chapter 15
recognition of Suntech Power Holdings Co. Ltd.'s provisional
liquidation in the Cayman Islands as a foreign main proceeding.
David Walker and Ian Stokoe, the Joint Provisional Liquidators, or
JPLs, filed the Chapter 15 petition.

Judge Bernstein also overruled Solyndra Residual Trust's objection
to the petition for recognition, and denied the Trust's request to
transfer the venue of the chapter 15 case to the Northern District
of California.

A copy of Judge Bernstein's Nov. 17 Findings of Fact and
Conclusions of Law is available at http://bit.ly/1AfOsfNfrom
Leagle.com.

The JPLs are represented by:

     Peter Friedman, Esq.
     O'MELVENY & MYERS LLP
     1625 Eye Street, NW
     Washington, DC 20006
     Tel: 202-383-5302
     Fax: 202-383-5414
     E-mail: pfriedman@omm.com

         - and -

     Daniel Shamah, Esq.
     Matthew Kremer, Esq.
     O'MELVENY & MYERS LLP
     Times Square Tower
     7 Times Square
     New York, NY 10036
     Tel: 212-326-2138
     Fax: 212-326-2061
     E-mail: dshamah@omm.com
             mkremer@omm.com

          - and -

     Suzanne Uhland, Esq.
     Jennifer Taylor, Esq.
     O'MELVENY & MYERS LLP
     Two Embarcadero Center, 28th Floor
     San Francisco, CA 94111
     Tel: 415-984-8941
     Fax: 415-984-8701
     E-mail: suhland@omm.com
             jtaylor@omm.com

Solyndra Residual Trust is represented by:

     John A. Morris, Esq.
     Jason H. Rosell, Esq.
     PACHULSKI STANG ZIEHL & JONES LLP
     780 Third Avenue, 34th Floor
     New York, NY 10017-2024
     E-mail: jmorris@pszjlaw.com
             jrosell@pszjlaw.com

          - and -

     Debra I. Grassgreen, Esq.
     PACHULSKI STANG ZIEHL & JONES LLP
     150 California Street, 15th Floor
     San Francisco, CA 94111-4500
     E-mail: dgrassgreen@pszjlaw.com

          - and -

     W. Gordon Dobie, Esq.
     WINSTON & STRAWN LLP
     26, Valovaya Street, 9th Floor
     115054  Moscow  IL
     RU
     Tel: +1 (312) 558-5691
     Fax: +1 (312) 558-5700
     E-mail: wdobie@winston.com

          - and -

     Eric E. Sagerman, Esq.
     Justin E. Rawlins, Esq.
     WINSTON & STRAWN LLP
     333 S. Grand Avenue, 38th Floor
     Los Angeles, CA 90071-1543
     Tel: +1 (213) 615-1829
     Fax: +1 (213) 615-1750
     E-mail: esagerman@winston.com
             jrawlins@winston.com

          - and -

     William C. O'Neil, Esq.
     WINSTON & STRAWN LLP
     35 W. Wacker Drive
     Chicago, IL 60601-9703
     Tel: +1 (312) 558-5308
     Fax: +1 (312) 558-5700
     E-mail: woneil@winston.com

                         About Suntech

Suntech Power Holdings Co., Ltd. (OTC: STPFQ) produces solar
products for residential, commercial, industrial, and utility
applications.  Suntech has delivered more than 25,000,000
photovoltaic panels to over a thousand customers in more than 80
countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are
represented by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP,
in White Plains, New York.

Suntech Power on Jan. 31, 2014, disclosed that it has signed a
Restructuring Support Agreement relating to the petition for
involuntary bankruptcy filed against it under chapter 7 of the
U.S. Bankruptcy Code.  Under the RSA, the parties agreed that
chapter 7 proceedings will be dismissed following recognition of
the provisional liquidation proceeding previously filed by the
Company in the Cayman Islands under chapter 15 of the U.S.
Bankruptcy Code.

On Feb. 21, 2014, David Walker and Ian Stokoe, the joint
provisional liquidators of Suntech Power Holdings Co., Ltd.,
appointed by the Grand Court of the Cayman Islands, commenced a
Chapter 15 proceeding (Bankr. S.D.N.Y. Case No. 14-10383).  The
Chapter 15 Petitioners are represented by Jennifer Taylor, Esq.,
and Diana Perez, Esq., at O'Melveny & Myers LLP.  According to the
Chapter 15 petition, Suntech has more than $1 billion in both
assets and debts.


SURVEY SAMPLING: S&P Assigns Prelim. 'B' CCR; Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' corporate credit rating to Connecticut-based data
collection company Survey Sampling International LLC (SSI).  The
outlook is stable.

At the same time, S&P assigned its preliminary 'B' issue-level
rating and preliminary '3' recovery rating to the company's
proposed $233 million senior secured first-lien credit facility,
comprising a $25 million revolving credit facility due 2019 and a
$208 million senior secured term loan due 2020.  The preliminary
'3' recovery rating indicates S&P's expectation for meaningful
recovery (50%-70%; lower end of the range) for lenders in the
event of a payment default.

S&P also assigned its preliminary 'CCC+' issue-level rating and
preliminary '6' recovery rating to the company's proposed $104
million second-lien credit facility due 2021.  The preliminary '6'
recovery rating indicates S&P's expectation for negligible
recovery (0%-10%) for lenders in the event of a payment default.

"The 'B' corporate credit rating on SSI reflects our expectation
for minimal debt repayment over the next two years, primarily due
to the company's aggressive financial policy and low discretionary
cash flow generation," said Standard & Poor's credit analyst Elton
Cerda.  S&P's assessment of SSI's financial risk profile as
"highly leveraged" is based on the company's pro forma lease-
adjusted leverage of 7.1x and its private equity ownership.  S&P
views SSI's business risk profile as "weak" due to its niche
market focus and participation in a fragmented industry with
limited pricing power.  The company's strong market position,
industry leading margin, and deep panelist reach, only partially
offset these risks.

"The stable outlook reflects our expectation that the company will
continue to grow revenue and EBITDA and that leverage will remain
high, around mid-6x are," said Mr. Cerda.  "We view an upgrade as
unlikely over the next 12-18 months."

S&P could lower the rating if SSI's core revenue and EBITDA stop
growing as a result of a deteriorating competitive position,
which, combined with a potential economic weakness, lead S&P to
believe that the covenant headroom will contract to about 15%.
This could also occur as a result of poorly timed acquisitions.

Although S&P views an upgrade as unlikely over the next 12-18
months, it could raise the rating if it concludes that the company
will be able to broaden its business base, lower leverage below
5x, and demonstrate a commitment to a less aggressive financial
policy.  Based on its private equity ownership, S&P believes it is
more than likely that the company will pursue further
acquisitions.


TENASKA ALABAMA: Moody's Affirms Ba2 Senior Secured Rating
----------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 senior secured
rating of Tenaska Alabama Partners, L.P. The rating outlook is
stable.

Ratings Rationale

The rating affirmation reflects the track record of Tenaska
Alabama and the operational oversight of Tenaska Operations, Inc.
(Tenaska Operations), despite recent operational issues, which are
expected to be resolved with the project being restored to its
steady state operational performance. The plant had some
operational issues this year, which will impact coverage ratios
this year, but the project is expected to recover. The Ba2 rating
reflects, in part, these operational issues.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.

Tenaska Alabama Partners, LP is an 845 MW gas and oil-fired
combined cycle power facility in Billingsley, Alabama. The
facility consists of three General Electric 7FA gas turbines and
one General Electric steam turbine that are covered by a long-term
service agreement (LTSA) with General Electric International, Inc.
(GEI). The Project receives substantially all of its revenues
through the sale of electricity through an off-take agreement
expiring in 2022 with BE Alabama, LLC (Bear Energy), an affiliate
of Bear Energy, LP; a unit of Bear Stearns Companies LLC. (A3
senior unsecured; stable). On June 1, 2008, as a result of the
acquisition of Bear Stearns, JP Morgan Chase & Co (A3 senior
unsecured; stable) became the ultimate guarantor of Bear Energy's
obligations under the off-take contract.


TENASKA OKLAHOMA: Moody's Affirms Ba2 Senior Secured Rating
-----------------------------------------------------------
Moody's Investors Service affirmed the Ba2 the senior secured
rating of Tenaska Oklahoma I, L.P. (TOI). The rating outlook is
stable.

Ratings Rationale

TOI is the holding company parent of Kiowa Power Partners, LLC
(KPP; Baa3 senior secured, stable). The rating affirmation
reflects the predictability and stability of the cash flows
generated under a long-term Energy Manufacturing Agreement (EMA)
with Shell Energy North America, LP (SENA), an A2 rated offtaker,
where all of the fuel cost risk is borne by that offtaker. The
rating affirmation also reflects the track record of KPP and the
strong operational oversight of Tenaska Operations, Inc. (Tenaska
Operations). The debt of TOI is expected to be fully repaid in
December 2014. Once this happens, it is Moody's expectation that
the Ba2 rating on TOI will be withdrawn.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.

Tenaska Oklahoma I, L.P. (TOI) is the holding company parent of
Kiowa Power Partners, LLC (KPP), a 1,220 MW, natural gas fired,
combined-cycle electric generation facility located in Pittsburg
County, Oklahoma. The facility has been in operation since April
2003. KPP receives revenue from Shell Energy North America, LP
(SENA: senior unsecured rated A2, stable outlook) through an
Electricity Manufacturing Agreement (EMA) whereby SENA is
obligated to purchase all of the power generated by the plant
until April 2021. The obligations of SENA under the EMA are
irrevocably and unconditionally guaranteed by Shell Oil Company
(Shell: Aa2 senior unsecured, stable). The units at the plant are
four General Electric 7FA gas turbines, four heat recovery steam
generators and two General Electric steam turbines. The General
Electric units are covered by a long-term service agreement (LTSA)
with General Electric International, Inc. (GEI).


TLC HEALTH: Wants Plan Filing Exclusivity Moved to April 13
-----------------------------------------------------------
TLC Health Network asked the bankruptcy court to extend the period
of time during which it alone holds the right to file a Chapter 11
plan.

In a motion, the health care provider asked the U.S. Bankruptcy
Court for the Western District of New York to extend its exclusive
right to propose a bankruptcy plan to April 13, 2015, and to
solicit votes from creditors to June 3, 2015.

The extension would prevent others from filing rival plans in
court and maintain TLC Health's control over its bankruptcy case.

The health care provider said the extension would allow it to
develop a restructuring plan while negotiating with potential
buyers that have submitted non-binding letters of intent to
acquire its assets.

                   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 debt 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.


TLO LLC: TRADS Sued Interactive, et al., Over Acquired IP Assets
----------------------------------------------------------------
TransUnion Risk and Alternative Data Solutions, Inc. filed an
adversary proceeding against Interactive Data, LLC, Marlin Capital
Partners I, LLC, and Michael Brauser in the U.S. Bankruptcy Court
for the Southern District of Florida.

The complaint is for a declaratory judgment that TRADS allegedly
owns the core assets it acquired from TLFO LLC, free and clear of
an extraordinarily belated claim of the Defendants, who claim to
have acquired certain of those assets long after their sale to
TRADS from a former employee and equity owner of the Debtor.

According to the complaint, TRADS acquired in December 2013
substantially all of the assets of the Debtor, as more fully set
forth in the sale order entered by the Court.  TRADS paid the
Debtor $154 million for the Acquired Assets, a substantial sum
that permitted the Debtor to pay all creditor claims in full and
provide a meaningful return to equity, Brian K. Gart, Esq., at
Berger Singerman LLP, in Fort Lauderdale, Florida --
bgart@bergersingerman.com -- contends.  He notes that the Sale
Order provided that the sale of the Acquired Assets to TRADS was,
inter alia, "free and clear of all liens, claims, encumbrances,
and other interests."

The core of the Debtor's business was its intellectual property,
including the BParser code converter software and the BOLT
software language.  The IP was included in the Acquired Assets
sold to TRADS.  Without the IP, TRADS would not have paid $154
million for the Acquired Assets.

In connection with the Sale, the Debtor represented that it was
the sole owner of the IP.  The IP was created by a large team of
over 40 employees of the Debtor, including Ole Poulsen, the
Debtor's then-Chief Science Officer.  Mr. Gart says the IP was
work made for hire, in which Mr. Poulsen never had any ownership
interest; indeed, to the best of TRADS's knowledge, he asserts no
ownership interest.

Mr. Gart contends that the Debtor notified Messrs. Poulsen and
Brauser and Interactive about the Sale, and they never objected to
the Sale, appealed the Sale Order, or sought to modify the Sale
Order.

After the sale closed on December 16, 2013, Messrs. Poulsen and
Brauser had extensive and ongoing involvement in the Debtor's
bankruptcy case, primarily concerning the division of the Sale
proceeds paid by TRADS, further demonstrating their knowledge of
the Sale and its implications, Mr. Gart says.  Yet, Mr. Gart
notes, neither Mr. Poulsen, nor the Defendants, has ever moved for
reconsideration of, moved for relief from, or taken any other
actions to modify or abrogate the Court's Sale Order.

Mr. Gart tells the Court that it was only on October 15, 2014 --
more than 10 months after the Closing of the Sale -- that the
Defendants, acting through Mr. Brauser, informed TRADS that they
had purported to purchase any interests Mr. Poulsen might have had
in the IP, and asserted two related claims against TRADS:

   (1) the Defendants asserted that Mr. Poulsen had an ownership
       interest in the IP; and

   (2) the Defendants asserted that Mr. Poulsen did not receive
       adequate notice of the sale of the IP, rendering the Sale
       Order ineffective with regard to Mr. Poulsen.

Thus, Mr. Gart argues, despite Mr. Poulsen's and Interactive's
actual knowledge that, pursuant to the Sale Order, the IP had long
ago been sold to TRADS free and clear of any legal interest that
Mr. Poulsen conceivably held in it, the Defendants have asserted
that they have magically acquired an actual and enforceable legal
interest in the IP.

To enforce the Sale Order, TRADS asks the Court for a declaration
that (1) the IP was the exclusive property of the Debtor before
the Sale, and (2) in any event, upon the issuance of the Sale
Order and subsequent Sale, any claims by Mr. Poulsen to rights in
the IP were extinguished, and the IP passed free and clear to
TRADS.  In addition, TRADS asserts it is entitled to injunctive
relief barring the Defendants from ever attempting to collect
license fees or other payments from TRADS on account of the IP.

The Plaintiff is represented by:

          Brian K. Gart, Esq.
          BERGER SINGERMAN LLP
          350 East Las Olas Blvd., Suite 1000
          Fort Lauderdale, FL 33301
          Telephone: (954) 712-5130
          Facsimile: (954) 523-2872
          E-mail: bgart@bergersingerman.com

               - and -

          Philip D. Anker, Esq.
          Douglas F. Curtis, Esq.
          Marc M. Allon, Esq.
          WILMER CUTLER PICKERING HALE AND DORR LLP
          7 World Trade Center
          250 Greenwich Street
          New York, NY 10007
          Telephone: (212) 230-8800
          Facsimile: (212) 230-8888
          E-mail: philip.anker@wilmerhale.com
                  douglas.curtis@wilmerhale.com
                  marc.allon@wilmerhale.com

The case is TransUnion Risk and Alternative Data Solutions, Inc.
v. Interactive Data, LLC, Marlin Capital Partners I, LLC and
Michael Brauser, Case No. 13-20853-PGH, in the United States
Bankruptcy Court for the Southern District of Florida, West Palm
Beach Division.

                   About TLO LLC nka TLFO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 13-20853)
on May 9, 2013, in West Palm Beach, Florida, near the company's
headquarters in Boca Raton.  The petition was signed by E. Desiree
Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TRANS ENERGY: Delays Q3 Form 10-Q, In Waiver Talks With Lenders
---------------------------------------------------------------
Trans Energy, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the quarter ended
Sept. 30, 2014.

On May 21, 2014, the Company's wholly-owned subsidiary, American
Shale Development Inc., entered into a purchase and sale agreement
with its joint venture partner, Republic Energy Ventures.  Under
the Republic PSA, for $15 million, American Shale sold (i) an
undivided interest across certain of its undeveloped leasehold
amounting to approximately 2,239 net acres, (ii) an over-riding
royalty interest of 1.5% in certain of its leasehold in Wetzel
County, West Virginia, and (iii) an over-riding royalty interest
of 1.0% in six (6) wells that are currently being drilled in
Marshall County, West Virginia.  The consideration was paid in the
form of a credit against expenses incurred by Republic on behalf
of American Shale.  American Shale reserved the right to receive
25% of the net profits earned by Republic on the assets sold by
American Shale under the Republic PSA.  American Shale has the
option to repurchase the undivided interest across all of its
undeveloped leasehold, plus the over-riding royalty interest in
its Wetzel County leasehold, for $15 million if (i) such payment
is made within six (6) months of the Funding Date, or (ii) a
purchase and sale agreement that would allow for such repayment by
American Shale is signed within such period and the transaction
contemplated therein is closed prior to Dec. 31, 2014.  The
Company has recognized a deferred gain on sale of assets in the
current liabilities section of the Condensed Consolidated Balance
Sheet in the amount of $6,959,816 because the Company has the
option of repurchasing the undivided interest across all of its
undeveloped leasehold, plus the overriding royalty interest in its
Wetzel County leasehold by Dec. 31, 2014.

Although the deferred gain of $6,959,816 represents a credit on
the Company's balance sheet that will never be repaid in cash, the
Company believes that such amount results in its current ratio not
exceeding 1-to-1 as of Sept. 30, 2014, as required by the
covenants of the Company's out credit agreement with Morgan
Stanley Capital Group Inc., as the administrative agent, and
several lenders thereunder.

The Credit Agreement provides that the failure to observe any
financial covenant will constitute an event of default, and Morgan
Stanley, at the request of the majority Lenders, may terminate the
commitments under the Credit Agreement and cause all of the
Company's obligations under the Credit Agreement to immediately
become due and payable, upon notice to the Company.  The event of
default is deemed continuing until waived in writing by the
Lenders.  The Company has entered into discussions with the
Lenders in hopes of obtaining a favorable resolution to the
situation.  No assurances can be given at this time that the
matter will be resolved in a satisfactory manner.

In the event the Company is unable to obtain a waiver of default
from the Lenders, there would be substantial doubt about its
ability to continue as a going concern as all outstanding
obligations under the Credit Agreement would come due
(approximately $113,093,750.00 as of Nov. 14, 2014) and would be
required to be reflected on the balance sheet as current
maturities on long-term debt.

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

Trans Energy reported a net loss of $17.7 million in 2013
following a net loss of $21.2 million in 2012.

The Company's balance sheet at June 30, 2014, showed $93.78
million in total assets, $113.79 million in total liabilities, and
a $20 million total stockholders' deficit.


TRANS-LUX CORP: Reports $407,000 Net Loss for Third Quarter
-----------------------------------------------------------
Trans-Lux Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $407,000 on $6.12 million of total revenues for the three
months ended Sept. 30, 2014, compared with net income of $168,000
on $6.20 million of total revenues for the same period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $3.07 million on $18.5 million of total revenues
compared with a net loss of $859,000 on $15.08 million of total
revenues for the same period during the prior year.

As of Sept. 30, 2014, the Company had $17.1 million in total
assets, $15.37 million in total liabilities and $1.73 million in
total stockholders' equity.

"... [B]ecause of the uncertainty surrounding our ability to
obtain additional liquidity and the potential of the noteholders
and/or trustees to give notice to the Company of a default on
either the Debentures or the Notes, our independent registered
public accounting firm issued an opinion on our December 31, 2013
Consolidated Financial Statements that states that the
Consolidated Financial Statements were prepared assuming we will
continue as a going concern, however the opinion further states
that the uncertainty regarding the ability to make the required
principal and interest payments on the Notes and the Debentures,
in addition to the significant amount due to the Company's pension
plan over the next 12 months, raises substantial doubt about our
ability to continue as a going concern," the Company said in the
filing.

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

                        http://is.gd/C3wv3T

                   About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

Trans-Lux reported a net loss of $1.86 million on $20.9 million of
total revenues for the year ended Dec. 31, 2013, as compared with
a net loss of $1.36 million on $23.0 million of total revenues in
2012.

BDO USA, LLP, in Melville, 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 suffered recurring losses from operations and has
a significant working capital deficiency that raise substantial
doubt about its ability to continue as a going concern.  Further,
the Company is in default of the indenture agreements governing
its outstanding 9 1/2 Subordinated debentures which was due in
2012 and its 8 1/4 percent Limited convertible senior subordinated
notes which was due in 2012 so that the trustees or holders of 25
percent of the outstanding Debentures and Notes have the right to
demand payment immediately.  Additionally, the Company has a
significant amount due to their pension plan over the next 12
months.


TRANSGENOMIC INC: Files Form 10-Q, Incurs $384K Net Loss in Q3
--------------------------------------------------------------
Transgenomic, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
available to common stockholders of $384,000 on $6.37 million of
net sales for the three months ended Sept. 30, 2014, compared to a
net loss available to common stockholders of $5.73 million on
$6.64 million of net sales for the same period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss available to common stockholders of $8.98 million on
$19.4 million of net sales compared to a net loss available to
common stockholders of $12.5 million on $21.3 million of net sales
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2014, showed
$30.8 million in total assets, $20.6 million in total liabilities
and $10.2 million in total stockholders' equity.

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

                        http://is.gd/LKrwN1

                         About Transgenomic

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

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


TRANSGENOMIC INC: Registers 1.1 Million Shares for Resale
---------------------------------------------------------
Transgenomic, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement relating to the
resale by Dolphin Offshore Partners, L.P., Lincoln Park Capital
Fund, LLC, Bradley W. Baker, et al., of up to 1,105,394 shares of
its common stock, par value $0.01 per share, or the Common Stock.

The 1,105,394 shares of Common Stock consist of:

   (i) up to 730,776 shares of Common Stock, or the Common Shares;
       and

  (ii) up to 374,618 shares of Common Stock issuable upon exercise
       of outstanding warrants, or the Warrants.

The Warrants are exercisable for the period from April 22, 2015,
through April 22, 2020, and have an exercise price of $4.00 per
share of Common Stock.  The Company issued the Common Shares and
the Warrants in connection with a private placement offering in
October 2014.

The Company's Common Stock is currently listed on the NASDAQ
Capital Market under the symbol "TBIO".  On Nov. 13, 2014, the
last reported sales price for the Company's Common Stock was
$2.6867 per share.

A full-text copy of the Form S-3 is available for free at:

                        http://is.gd/36Xf0Z

                         About Transgenomic

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

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

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


TUCKER BROTHERS: Court Pegs Property Value & Rejects Plan
---------------------------------------------------------
Bankruptcy Judge Dale L. Somers held an evidentiary hearing Oct.
2, 2014, on the valuation of Tucker Brothers LLC's real property
and confirmation of Debtor/Farmer's Fourth Amended Plan of
Reorganization.  Creditor Farmers State Bank, Blue Mound, Kansas
objected.

In a Nov. 13 Memorandum Opinion and Judgment available at
http://bit.ly/1qi4q5Xfrom Leagle.com, the Court finds for
purposes of the Plan that the Debtor's real property should be
valued at $1,740,405 and denies confirmation of Debtor's Plan.

Tucker Brothers, L.L.C. filed a voluntary petition for relief
under Chapter 12 (Bankr. D. Kan. Case No. 13-22462) on Sept. 19,
2013.  Thomas J. Tucker, aged 64, is the managing member of the
Debtor.  The other member is Thomas's brother, who is 14 months
older.  The Debtor engages in agricultural pursuits primarily by
raising and marketing livestock and offspring on land it owns in
Bourbon County, Kansas.  The Debtor's Schedule A lists 1060 acres
of farmland in Bourbon County, Kansas valued at $1,250,000.
Schedule B lists cash, vehicles, animals, inventory, farming
equipment, and supplies valued at $41,230.

Farmers State Bank is the only secured creditor listed of Schedule
D. Bank's claim is listed at $1,570,000, with $320,000 of the
claim unsecured.  Schedule E, creditors holding unsecured priority
claims, lists Bourbon County's tax claim of $10,667.22. One
unsecured creditor, holding a claim of $152,069.99, is listed on
Schedule F. No executory contracts or unexpired leases are
scheduled. The equity holders of Debtor are listed as co-debtors.

On January 3, 2014, Bank filed a secured proof of claim for
$1,598,855.90, comprised of principal, interest, and attorney fees
and expenses.

The Court said the amount of Bank's secured claim and the priority
of the liens securing that claim are central to the confirmation
of any proposed Plan. Bank is the only secured creditor, and
whether that claim can be crammed down is the primary hurdle to
confirmation. In addition, the Debtor has stipulated the Bank's
proof of claim accurately states the status of the claim as of the
date of filing. If the Debtor wishes to attempt to subordinate
Bank's claim in any respect, it must do so before, not after,
confirmation.

The Court directed the Debtor will have 35 days from the date of
entry of the order to file an amended plan..


TURNER GRAIN: Has Interim Approval to Use Cash Collateral
---------------------------------------------------------
Kevin P. Keech sought and obtained permission, on an interim
basis, from the U.S. Bankruptcy Court for the Eastern District of
Arkansas to use cash collateral.

Mr. Keech is the court-appointed receiver in the bankruptcy case
of Turner Grain Merchandising, Inc.

The Receiver is currently holding $723,482 in trust for the
Debtor.  Rabo AgriFinance, Inc., a secured creditor of the Debtor,
asserts a perfected security interest in the Funds on Hand.  The
Debtor does not contest the assertion.  Rabo has agreed to permit
the Debtor to use the Funds on Hand to provide funding for the
Receiver's professional fees and expenses up to a cap of $120,000
with those fees subject to review and approval by the Court.

The Court authorized the Debtor to access and use the Funds on
Hand immediately for the purpose of compensating the Receiver for
his professional fees and expenses he may incur as the Receiver
and Attorney of the Debtor's bankruptcy estate, in accordance with
the Court's orders, up to the Cash Collateral Cap.

The Debtor is also authorized to execute and deliver to Rabo and
the Court any necessary documents to use the Funds on Hand.  Rabo
will retain any perfected security interest it held in and to the
Funds on Hand prepetition.

The Debtor, through the Receiver, is authorized to place the Funds
on Hand, in an amount equal to the Cash Collateral Cap, in the
Receiver's law firm trust account until the time as they are
needed to compensate further work of the Receiver, as approved by
the Court.  The balance of the Funds on Hand will be deposited
into a debtor-in-possession account of the Debtor.

All amounts owed by the Debtor pursuant to the provisions of the
Interim Order up to the Cash Collateral Cap at all times will be
collateralized by a perfected lien upon all of the Debtor's right,
title, and interest in, to, and under the Funds on Hand.

The Debtor's ability to use cash collateral will terminate upon
(a) the conversion of the Chapter 11 case to one under Chapter 7;
(b) the confirmation of a plan of reorganization by an order that
becomes final and non-appealable unless use of the Funds on Hand
is contemplated; (c) use of all funds pledged herein up to the
Cash Collateral Cap; or (d) subsequent order of the Court.

All parties having an objection to the findings in the Interim
Order must file their objection within 21 days from the date of
the Order.  If any objections are filed, a hearing will be set by
subsequent notice from the Court for hearing on December 9, 2014.
If no objections are filed, the Interim Order will become final.

                       About Turner Grain

Turner Grain Merchandising, Inc., sought bankruptcy protection
(Bankr. E.D. Ark. Case No. 14-bk-15687) in Helena, Arkansas, on
Oct. 23, 2014.

According to the docket, the Sec. 341(a) meeting of creditors is
slated for Dec. 15, 2014.  The deadline for objecting to discharge
is Feb. 13, 2015.

Kevin P. Keech, the court-appointed receiver of the Debtor, sought
and obtained permission to employ Keech Law Firm, P.A. as
attorneys for the Debtor.


UNIVERSAL BIOENERGY: Delays Form 10-Q for Third Quarter
-------------------------------------------------------
Universal Bioenergy, Inc., disclosed with the U.S. Securities and
Exchange Commission that it has been unable to complete its Form
10-Q for the quarter ended Sept. 30, 2014, within the prescribed
time because of delays in completing the preparation of its
financial statements and its management discussion and analysis.
Those delays, the Company said, are primarily due to Company's
management's dedication of such management's time to business
matters.  This has taken a significant amount of management's time
away from the preparation of the Form 10-Q and delayed the
preparation of the unaudited financial statements for the quarter
ended Sept. 30, 2014.

                     About Universal Bioenergy

Headquartered in Irvine, California, Universal Bioenergy Inc.
develops markets alternative and natural energy products
including, natural gas, solar, biofuels, wind, wave, tidal, and
green technology products.

Universal Bioenergy incurred a net loss of $623,518 on $60.21
million of revenues for the year ended June 30, 2013, as compared
with a net loss of $4.12 million on $57.32 million of revenues for
the year ended June 30, 2012.

Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
issued a "going concern" qualification on the consolidated
financial statements for the year ended June 30, 2013.  The
independent auditors noted that the the Company has suffered
recurring operating losses, has an accumulated deficit, has
negative working capital, and has yet to generate an internal cash
flow that raises substantial doubt about its ability to continue
as a going concern.


UNIVERSITY GENERAL: Michael Griffin Resigns as Director
-------------------------------------------------------
Michael L. Griffin resigned from the Board of Directors of
University General Health System, Inc., on Nov. 14, 2014,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.

Mr. Griffin also resigned as chief development officer of
University General Hospital, Inc., to pursue other interests.  Mr.
Griffin joined the Company as chief financial officer and director
in April 2011 and served as chief development officer since July
2014.

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

University General reported a net loss attributable to common
shareholders of $35.70 million on $163.98 million of total
revenues for the year ended Dec. 31, 2013, as compared with a net
loss attributable to common shareholders of $3.97 million on
$113.22 million of total revenues for the year ended Dec. 31,
2012.

As of Dec. 31, 2013, the Company had $183.26 million in total
assets, $186.91 million in total liabilities, $2.97 million in
series C convertible preferred stock, and a $6.61 million total
deficit.

Moss, Krusick & Associates, LLC, in Winter Park, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has negative working capital and
relative low levels of cash and cash equivalents.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern, the auditors said.


USMART MOBILE: Two Independent Directors Resigned
-------------------------------------------------
Mr. Wing Sun Leung, on Nov. 7, 2014, resigned as an independent
director of USmart Mobile Device Inc. due to personal reason,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.

On Nov. 8, 2014, Mr. Ho Man Yeung resigned as the independent
director of the Company also due to his personal reason.

Messrs. Leung and Yeung confirmed that their resignations were not
due to any disagreement with the Company.

The board of directors the Company has already begun the process
of identifying qualified independent director candidates to fill
Messrs. Leung's and Yeung's seats on which they served.

                       About USmart Mobile

Del.-based USmart Mobile, previously known as ACL Semiconductors
Inc., is engaged in the production, manufacturing and distribution
of smartphones, electronic products and components in Hong Kong
Special Administrative Region and the People's Republic of China
through its operating subsidiaries.

USmart Mobile reported a net loss of $13.8 million on $72.2
million of net sales for the year ended Dec. 31, 2013, as compared
with a net loss of $4.86 million on $161 million of net sales for
the year ended Dec. 31, 2012.

Albert Wong & Co. 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's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern,
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.


VARIANT HOLDING: Seeks More Time to Assume or Reject Leases
-----------------------------------------------------------
Variant Holding Company LLC is asking the U.S. Bankruptcy Court
for the District of Delaware to give it until March 26, 2015, to
decide whether to assume or reject unexpired leases under which it
is the lessee.  A court hearing to consider the request is
scheduled for Dec. 11.  Objections are due by Nov. 28.

                      About Variant Holding

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

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

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

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


VARIANT HOLDING: Beach Point Funds Drop Bid to Appoint Trustee
--------------------------------------------------------------
A group of funds led by Beach Point Total Return Master Fund, LP,
withdrew its motion to appoint a bankruptcy trustee to replace
Variant Holding Company LLC's management.

The move is part of the funds' Oct. 17 settlement agreement with
Variant Holding, which required the funds to withdraw their
request to appoint an outside trustee for the company.

The group also dropped their objection to Variant Holding's
application to hire Development Specialists, Inc. to help the
company in its restructuring efforts.

                      About Variant Holding

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

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

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

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


VIGGLE INC: Reports $17.6 Million Net Loss for Sept. 30 Quarter
---------------------------------------------------------------
Viggle Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $17.6
million on $6.47 million of revenues for the three months ended
Sept. 30, 2014, compared to a net loss of $24.28 million on $4.33
million of revenues for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed
$72.9 million in total assets, $43.4 million in total liabilities
and $29.5 million in total stockholders' equity.

Greg Consiglio, president and COO of Viggle said, "Fiscal 2015 is
off to a strong start and we remain confident in our ability to
execute and continue this growth trend.  Our first quarter results
were in line with our expectations, as we saw solid traction
generated from the acquisitions we made last year.  In addition to
having thousands of new users every day, it is our objective to
find innovative ways to attract new users, and engage our active
customers.  The recent financing is an important event for Viggle
as it will enable us to boost our marketing efforts.  We are
pleased with our team's strong commitment and progress on our
strategic goals."

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

                         http://is.gd/3QFbJA

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle reported a net loss of $68.43 million on $17.98 million of
revenues for the year ended June 30, 2014, compared to a net loss
of $91.40 million on $13.90 million of revenues for the year ended
June 30, 2013.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2014.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2014, has a deficiency in working capital that raises substantial
doubt about its ability to continue as a going concern.


WALTER ENERGY: Plans to Offer $2.5 Billion Worth of Securities
--------------------------------------------------------------
Walter Energy, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement relating to the
offering of $2.5 billion worth of securities.  The Company said it
will provide the specific terms of the securities in one or more
supplements to the prospectus.

The Company's common stock is listed on the New York Stock
Exchange under the trading symbol "WLT".

The Company intends to use the net proceeds from the sale of the
securities for general corporate purposes.

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

                       http://is.gd/8Gt1vQ

                       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.

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.

                            *    *    *

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.


WESTMORELAND COAL: Has Tender Offer for $675.4-Mil. Senior Notes
----------------------------------------------------------------
Westmoreland Coal Company has commenced a cash tender offer to
purchase any and all of its outstanding $675,485,000 in aggregate
principal amount of 10.75% Senior Secured Notes due 2018.  In
connection with the Offer, Westmoreland is soliciting consents to
proposed amendments that would eliminate most of the restrictive
covenants and certain events of default contained in the indenture
governing the Notes, as well as release the security for the Notes
and eliminate certain events of default relating to the security
for the Notes.

The Offer is scheduled to expire at 12:00 a.m., New York City
time, on Dec. 15, 2014, unless extended or earlier terminated.
Holders who validly tender their Notes and provide their consents
to the Proposed Amendments prior to 5:00 p.m., New York City time,
on Dec. 1, 2014, unless extended, will be eligible to receive the
Total Consideration.  Tenders of Notes may be validly withdrawn
and consents may be validly revoked until 5:00 p.m., New York City
time, on Dec. 1, 2014.

The "Total Consideration" for each $1,000 principal amount of
Notes validly tendered and not subsequently withdrawn prior to the
Consent Payment Deadline is $1,048.75, which includes a "Consent
Payment" of $30.00 per $1,000 principal amount of Notes.  Holders
tendering after the Consent Payment Deadline will be eligible to
receive only the "Tender Offer Consideration," which is $1,018.75
for each $1,000 principal amount of Notes, and does not include
the Consent Payment.  Holders whose Notes are purchased in the
Offer will also receive accrued and unpaid interest from the most
recent interest payment date for the Notes up to, but not
including, the applicable settlement date for their purchased
Notes.

The Offer contemplates an early purchase option.  If Westmoreland
elects to exercise the early purchase option with regard to the
Offer, Westmoreland expects the early acceptance date would be as
promptly as practicable following the Consent Payment Deadline, so
long as the conditions to the Offer and the Consent Solicitation
have been satisfied or waived.  If Westmoreland elects to exercise
this option, it will pay the Total Consideration or Tender Offer
Consideration, as the case may be, for the Notes accepted for
purchase on the Early Acceptance Date. Upon the terms and subject
to the conditions of the Offer, Westmoreland will pay for Notes
validly tendered pursuant to the Offer before the Expiration Time
(or if Westmoreland exercised its early purchase option described
above, all Notes validly tendered after the Early Acceptance Date
and before the Expiration Time) promptly following the Final
Acceptance Date.

Holders may not tender their Notes without delivering consents or
deliver consents without tendering their Notes.  No Consent
Payment will be made in respect of Notes tendered after the
Consent Payment Deadline.  Following receipt of the consent of
holders of a majority in aggregate principal amount of the Notes,
Westmoreland intends to execute a supplemental indenture to amend
the indenture governing the Notes to eliminate substantially all
of the restrictive covenants and certain events of default
contained in the indenture governing the Notes.  Following receipt
of the consent of holders of at least 75% in aggregate principal
amount of the Notes, Westmoreland intends to execute a
supplemental indenture and other documents to amend the indenture
and the related security documents to release the security for the
Notes and eliminate certain events of default relating to the
security for the Notes.

Tendered Notes may be withdrawn and consents may be revoked before
the Withdrawal Deadline, but generally not afterwards, unless
otherwise required by applicable law.  Any extension or
termination of the Offer will be followed as promptly as
practicable by a public announcement thereof.

The Offer is subject to the satisfaction of certain conditions
including: (i) Westmoreland's receipt of aggregate proceeds
(before initial purchasers' discounts and fees and other offer
expenses) in a private offering of new notes, on terms reasonably
satisfactory to Westmoreland, of at least $400 million and
Westmoreland's consummation of a term loan to be entered into with
BMO Capital Markets Corp., as lead arranger, Bank of Montreal, as
administrative agent, and certain lenders named therein, on terms
reasonably satisfactory to Westmoreland, in principal amount of at
least $300 million, (ii) Westmoreland's receipt of the requisite
consents to authorize the Proposed Amendments, (iii) the execution
and delivery of a supplemental indenture and security release
documents implementing the Proposed Amendments, and (iv) certain
other customary conditions.

The complete terms and conditions of the Offer are described in
the Offer to Purchase and Consent Solicitation Statement dated
Nov. 17, 2014, and the related Letter of Transmittal and Consent,
copies of which may be obtained from Global Bondholder Services
Corporation, the information agent for the Offer and the Consent
Solicitation, by calling (866) 807-2200 (toll-free) or contacting
the information agent at 65 Broadway - Suite 404, New York, New
York 10006, Attention: Corporate Actions.

Westmoreland has also retained BMO Capital Markets Corp. as dealer
manager for the Offer and solicitation agent for the Consent
Solicitation.  Questions regarding the terms of the Offer and
Consent Solicitation may be directed to BMO Capital Markets Corp.,
Attention: Brian Perman, at telephone: (800) 221-9443 (toll-free)
or (212) 702-1191 (collect).

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss applicable to common
shareholders of $6.05 million in 2013, a net loss
applicable to common shareholders of $8.58 million in 2012 and a
net loss applicable to common shareholders of $34.46 million in
2011.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WESTMORELAND COAL: Moody's Raises Corp. Family Rating to B3
-----------------------------------------------------------
Moody's upgraded the corporate family rating (CFR) of Westmoreland
Coal Company to B3 from Caa1, and assigned Caa1 rating to the
company's proposed new $300 million First Lien Term Loan. Moody's
also upgraded the probability of default rating (PDR) to B3-PD
from Caa1-PD and affirmed the SGL-3 speculative grade liquidity
rating. The outlook is stable. Moody's expect the company to issue
$400 million in additional senior secured indebtedness and to use
the combined proceeds of the term loan and the additional debt to
refinance $675 million of existing senior secured notes and pay
related breakage costs, fees and expenses. Moody's expect to
withdraw the ratings on existing notes at the completion of the
refinancing.

Issuer: Westmoreland Coal Company

Upgrades:

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

  Corporate Family Rating (Local Currency), Upgraded to B3 from
  Caa1

Assignments:

  Senior Secured Bank Credit Facility (Local Currency), Assigned
  Caa1, LGD4

Outlook Actions:

  Outlook, Changed To Stable From Positive

Affirmations:

  Speculative Grade Liquidity Rating, Affirmed SGL-3

Ratings Rationale

The refinancing follows the company's announcement on October 16,
2014 that it will acquire the General Partner of Oxford Resource
Partners LP (Oxford) and contribute interests in coal reserves and
related surface lands at Westmoreland's Kemmerer Mine to Oxford in
return for Oxford common units. Following these transactions,
Oxford will continue to operate as a stand-alone, publicly-traded
master limited partnership (MLP) and Westmoreland will own 77% of
the fully-diluted limited partner interests in Oxford. Assuming
control of Oxford will provide Westmoreland with a platform to
implement a drop-down strategy of certain U.S. and Canadian coal
assets into a MLP structure. The acquisition is contingent upon
closing of the proposed refinancing as well as Oxford's
refinancing of its existing indebtedness. Moody's expect Oxford to
issue roughly $175 million in debt secured by the MLP's assets.

Oxford Resource Partners, LP is a producer of steam coal in
Northern Appalachia. Oxford markets its coal primarily to large
electric utilities with coal-fired, base-load scrubbed power
plants under long-term coal sales contracts. For the year ended
December 31, 2013, Oxford generated revenues of $346.8 million and
EBITDA of roughly $39 million on sales of 6.6 million tons of
coal.

The upgrade of the CFR reflects the company's successful
integration of the Canadian mines acquired in April 2014, and
Moody's expectation that the company's Debt/ EBITDA will track at
around 5x in 2015 and 2016 and that the company will be break-even
to modestly free cash flow positive over the same time period. The
ratings acknowledge the increased scale of the company's
operations, including twelve surface coal mines in the U.S. and
Canada producing roughly 50 million tons of coal per year, with
roughly half coming from each jurisdiction and predominantly sold
to mine-mouth coal-fired plants under long term cost protected
contracts. Moody's believe that there is a risk of deterioration
in the company's leverage metrics going forward, due to the
ongoing pressure on the US coal sector, and the capital investment
needed to maintain production profile and reserves. That said,
ratings continue to be supported by the margin stability offered
by the mine-mouth model of the Westmoreland's existing mines, all
of which rely on multi-year contracts with long-term, established
customers, with contractual provisions that help ensure cost
recovery. Moody's believe that Canadian assets will help mitigate
some of the risks facing Westmoreland's US operations, including
the risk of plant retirements driven by environmental regulation
and competition from natural gas.

The Caa1 ratings on Westmoreland's secured debt, one notch below
the CFR, reflect the fact that the debt located at the MLP will
have a priority claim on MLP's assets, which will comprise a
greater proportion of the company's assets over time as the
company executes its MLP asset drop-down strategy. Moody's expect
that the strategy will allow Westmoreland to monetize its existing
assets, by financing the drop-downs at the MLP level through
issuance of combination of debt and MLP units and using the
proceeds to repay the debt at Westmoreland. As the strategy is
executed, however, an increasing proportion of the company's cash
generating assets will move to the MLP, which could leave any debt
remaining at Westmoreland weaker positioned as compared to the MLP
debt, in terms of collateral securing the debt. The term loan will
be secured by a first lien on substantially all of the domestic
assets of Westmoreland (not including the MLP) and second lien on
the collateral securing the new $50 million ABL revolver,
including receivables, inventory and the Absaloka mine. Moody's
expect that the additional secured debt of $400 million expected
to be issued by Westmoreland will be secured by essentially the
same collateral as the term loan, on a pari-passu basis.

The speculative grade liquidity rating of SGL-3 reflects Moody's
expectation that Westmoreland will maintain an adequate liquidity
profile over the next 12 months. As of September 30, 2014 and pro-
forma for the proposed transactions, Moody's expect the company to
have roughly $25 million in cash and $25 million available under
the new $50 million revolver. Over the next 12-18 months Moody's
expect cash from operations to be sufficient to cover capital
investment needs at the existing and acquired mines, with modestly
positive free cash flows available for capital lease payments and
required debt amortization. There are no significant near-term
debt maturities.

Stable outlook reflects Moody's expectation that the company will
maintain stable margins and cash flows over the next 12-24 months,
with Debt/ EBITDA tracking at around 5x and liquidity remaining
adequate.

An upgrade is unlikely in the near term and until the impact of
the MLP asset drop down strategy becomes clearer over time.
Nevertheless, an upgrade could be considered if the company were
to maintain Debt/ EBITDA below 4x, EBIT/ Interest, as adjusted,
tracks above 1.0x, and the company maintains adequate liquidity.

Ratings could come under pressure if free cash flow is
persistently negative, if liquidity deteriorates, if Debt/ EBITDA
raises above 5.5x or if the company faces significant operational,
environmental or regulatory issues.

Westmoreland Coal Company, headquartered in Englewood, Colorado,
produces sub-bituminous coal and lignite for sale to electric
power plants located near their mines. Westmoreland owns 12
surface coal mines in Western United States and Canada. Pro forma
for the acquisition of coal assets from Sherritt International
Corporation, the company sold approximately 53 million tons of
coal and generated over $1.3 billion in revenue in 2013.

The principal methodology used in these ratings was Global Mining
Industry published in August 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.


WESTMORELAND COAL: S&P Raises CCR to 'B' on Refinancing
-------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on Westmoreland Coal Co. one-notch to 'B' from 'B-'. The
outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating to
Westmoreland's first-lien term loan.  The recovery rating is '3',
indicating S&P's expectation for meaningful (50% to 70%) recovery
in the event of a default.

"The stable outlook is supported by Westmoreland's committed sales
position over the next year, which should result in stable cash
flows," said Standard & Poor's credit analyst Chiza Vitta.  "The
company's long dated cost plus contracts provide protection
against price volatility while the mine mouth strategy offers
transportation and delivery advantages.  We anticipate liquidity
will remain adequate over the next year given our expectation of
manageable capital spending and positive free cash flow starting
in 2015."

S&P could lower its rating on Westmoreland if liquidity falls to a
level S&P views as "less than adequate".  This could be the result
of unanticipated expenses associated with future acquisitions or
if any operational issues cause production shortfalls.

S&P would consider a positive rating action if leverage is
sustained below 5x or if the diversification in incoming cash
flows increases to a point that S&P views to be more consistent
with a "fair" business risk profile.  The latter scenario is less
likely to occur over the next 12 months.


WHITE WAY: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------
White Way Sign & Maintenance Co. filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 14-40855) on Nov. 12, 2014.
The petition was signed by Robert B. Flannery, Jr., president.
Judge Donald R. Cassling presides over the case.

The Debtor spiraled into bankruptcy after the Great Recession,
where a slowdown in new construction and the consolidation of
banks -- a major category for White Way -- were key factors,
Robert Channick at Chicago Tribune reports, citing James E.
Morgan, Esq., at Howard & Howard Attorneys PLLC, who serves as the
Debtor's bankruptcy counsel.  Chicago Tribune relates that the
loss of maintenance contracts with existing customers
substantially cut into revenues.

Chicago Tribune quoted Eric Wu, general manager of American Opto
Plus, as saying, "We had a long history of doing business with
them.  In the last three to five years, they started to have
financial problems."

Mr. Morgan said, "We expect to survive this.  We just need to
retool and we will continue to provide the same service."

In its petition, the Debtor estimated its assets at between $1
million and $10 million, and its liabilities at between $10
million and $50 million.

According to the Debtor's court filing, the Debtor's unsecured
creditors include:

      -- Sheet Metal Workers' National Pension Fund, which is owed
         almost $858,000 and is the largest unsecured creditor;

      -- Boston-based Cabot Industrial Value Fund, which is owed
         about $376,000 for lease obligations; and

      -- American Opto Plus LED, a California LED manufacturer,
         which is owed almost $264,000.

Citing Mr. Morgan, Chicago Tribune reports that the pension
liability is associated with the closing of its manufacturing
facility, while the overdue rent is for its 34,000-square-foot
facility in Mount Prospect.

Headquartered in Mt. Prospect, Illinois, White Way Sign &
Maintenance Co. is a century-old, family-owned company behind some
of the most historic signs in Chicago.  It was founded in 1916 by
Thomas Flannery, an Irish immigrant who started the company by
servicing electric signs.


WILLBROS GROUP: S&P Affirms 'B-' CCR on Successful Loan Amendment
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B-'
corporate credit rating on Houston-based Willbros Group Inc.  The
outlook remains stable.

Willbros serves the oil, gas, refining, petrochemical, and power
industries.  It provides engineering, procurement and construction
(either individually or as an integrated engineering, procurement,
and construction service offering); turnarounds (refining process
upgrades or renewals); maintenance; facilities development; and
operations services.

The rating on Willbros incorporates the inherent cyclicality of
the engineering and construction services sector in which Willbros
participates.  The operating losses associated with certain of the
company's projects demonstrate the inherent risks associated with
the sector.  Specifically, these risks include the sector's
competitive nature, the economic and political risks to searching
for and extracting energy sources, and the potential for cost
overruns in the execution of fixed-price contracts.

Still, S&P believes that the company's operating performance over
the next several years could benefit from fundamentals supporting
increased activity in some of its end markets.  Low natural gas
prices have sparked renewed interest and investment in the
petrochemical industry, and new domestic crude production requires
transportation and terminal infrastructure.  In addition, the
company's opportunities to win work in the Canadian oil sands are
improving, with production expected to increase over the next few
years.  In its utility transmission and distribution segment,
transmission spending is likely to increase in the U.S. over the
next several years.

The outlook is stable.  "We expect that the company will
successfully make the remaining WAPCo settlement payment of $32.7
million due Dec. 2014," said Standard & Poor's credit analyst
Robyn Shapiro.  Willbros plans to use the proceeds from future
asset sales to reduce debt.  Despite its previous execution
challenges, S&P expects that the company will gradually improve
operating performance.

S&P could lower the rating during the next 12 months if Willbros'
operating performance is weaker than S&P expects, causing ongoing
cash outflows to increase and liquidity to deteriorate as  a
result.  This could result from any additional unexpected
execution challenges and project losses.

S&P could raise the rating during the next 12 months if the
company generates positive free cash flow and if S&P views it as
sustainable.  For an upgrade, S&P would expect the company to
maintain "adequate" liquidity, including at least 15% headroom
under financial covenants, and to continue maintaining debt
leverage at less than 5x.


ZAYO GROUP: Debt Tender No Impact on Moody's B2 CFR
---------------------------------------------------
Moody's Investors Service said Zayo Group, LLC.'s plan to redeem a
portion of its existing debt with the proceeds from the initial
public offering of its parent, Zayo Group Holdings, Inc. is
credit-positive but it does not impact any of its ratings,
including the company's B2 corporate family rating. The company
intends to redeem $75 million of its 8.125% senior secured notes
due 2020 and $174.4 million of its outstanding 10.125% Senior
Unsecured Notes due 2020.

Pro forma for the debt reduction and excluding stock compensation
expense, Zayo's leverage will fall to approximately 4.6x (Moody's
adjusted) at year end 2014 from 5.1x (Moody's adjusted) at
9/30/2014. The reduction in cash interest as a result of the
redemption of high coupon notes will improve Zayo's free cash flow
profile. Following the debt redemption, Moody's estimates that
Zayo will have approximately $3 billion of debt and approximately
$175 million of cash on the balance sheet.

Zayo has successfully integrated acquired assets and achieved the
scale required to generate positive free cash flow despite its
high capital intensity of over 30% capex to revenue. Revenue and
EBITDA growth have been strong and the company has successfully
reduced leverage following each subsequent debt financed
acquisition while transitioning to positive, sustainable free cash
flow. The successful initial public offering of the company's
parent is also positive to the rating given the its market
capitalization of over $5.6 billion which provides a large equity
cushion for debt holders.

Zayo's credit strength has improved during a period of limited M&A
activity, which may have been driven by the IPO logistics. If the
company returns to its historical pace of debt-financed M&A, then
the positive momentum may be lost. Moody's could upgrade Zayo's
ratings if adjusted leverage approaches 4x and FCF/Debt is on
track to be sustained above 10%. Upward rating migration would
also be contingent on management's commitment to lower leverage
and a less aggressive stance towards debt-financed M&A.

The principal methodology used in rating Zayo Group, LLC was the
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.

Headquartered in Boulder, Colorado, Zayo Group is a provider of
bandwidth infrastructure and network-neutral interconnection
services with significant fiber network assets and national reach.
In July 2012, the company completed its largest acquisition,
buying AboveNet for approximately $2.2 billion.


* Oswalt Discusses Arizona Bankruptcy and Cash Allowances
---------------------------------------------------------
Oswalt Law Group on Nov. 17 disclosed that Arizona bankruptcy
allows only a very limited amount of funds for debtors seeking
protection under the bankruptcy code.  Every state has its own set
of exemption laws and under Arizona exemption laws, individual
debtors may have only $300.00 in a single bank account on the date
the bankruptcy case is filed, and married couples may only have
$600.00 in a single bank account, or $300.00 in two separate bank
accounts.  Any excess cash on hand that debtors have when their
case is filed is subject to a turnover request by the bankruptcy
trustee.  Failure to turnover excess funds or cooperate with the
trustee can have many negative consequences for the debtor and
their bankruptcy case.

The timing of a bankruptcy is, therefore, of crucial importance in
Arizona.  Many people now have automatic debits or withdrawals
from their checking accounts that require them to deposit money
into these accounts on a regular basis.  If they fail to do so,
they may risk missing payments; on the other hand, if they deposit
too much money, they may find that they run afoul of the Arizona
bankruptcy exemptions with regard to money in their bank account
when the case is filed.  This could result in possible problems
for the debtor and obstacles for the progress of the bankruptcy
case.

According to Oswalt Law Group, a bankruptcy firm in Phoenix,
"There are things to consider when meeting the $300.00 limit when
filing a bankruptcy case.  If you have online bill pay, or use a
debit card, a debtor will want these pending transactions to clear
the account prior to case filing, so these items are not counted
towards the overall balance in their account when the case is
filed.  The debtor will also want to make sure they are not
receiving any payroll direct deposit in their bank account the
same date the case is filed, as these funds will count towards the
$300.00 or $600.00 bank account limit.  It is very important to
consider how much you have in your bank account when planning to
file a bankruptcy, as you may lose that money if you file at the
wrong time.  Therefore, advance planning is essential for anyone
who is contemplating an Arizona bankruptcy."

Those considering filing bankruptcy may wish to seek the advice of
professionals who understand the bankruptcy laws and have years of
experience in handling bankruptcy cases.  The Oswalt Law Group in
Phoenix can help individuals and businesses ensure that they are
in compliance with all bankruptcy laws while still benefiting from
the protection of a bankruptcy filing.

                     About Oswalt Law Group

As a full-service bankruptcy representation law firm in Phoenix,
Oswalt Law Group has helped hundreds of individuals and businesses
recover from financial insolvency by filing for protection through
bankruptcy.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
In re Durham Building Materials, Inc.
   Bankr. M.D. Fla. Case No. 14-05333
      Chapter 11 Petition filed October 30, 2014
         See http://bankrupt.com/misc/flmb14-05333.pdf
         Filed Pro Se

In re Joseph A. Morris
   Bankr. M.D. Ala. Case No. 14-32971
      Chapter 11 Petition filed October 31, 2014

In re Osita A. Onyekwere
   Bankr. N.D. Ala. Case No. 14-41722
      Chapter 11 Petition filed October 31, 2014

In re Nick L. Pamfilis
   Bankr. N.D. Ala. Case No. 14-82987
      Chapter 11 Petition filed October 31, 2014

In re Leonard Lightbourne
   Bankr. C.D. Cal. Case No. 14-30527
      Chapter 11 Petition filed October 31, 2014

In re Linwood R. Lovett and Carole M. Lovett
   Bankr. M.D. Ga. Case No. 14-52614
      Chapter 11 Petition filed October 31, 2014

In re Louis A. Kaufman
   Bankr. W.D. Ky. Case No. 14-34045
      Chapter 11 Petition filed October 31, 2014

In re Luis Jara
   Bankr. D. Nev. Case No. 14-17326
      Chapter 11 Petition filed October 31, 2014

In re Carlos Coronado
   Bankr. D.N.J. Case No. 14-32329
      Chapter 11 Petition filed October 31, 2014

In re Affordable Home Builders & Properties, Inc.
   Bankr. W.D. Tenn. Case No. 14-31227
      Chapter 11 Petition filed October 31, 2014
         See http://bankrupt.com/misc/tnwb14-31227.pdf
         represented by: Jerome C. Payne, Esq.
                         PAYNE LAW FIRM
                         E-mail: jerpayne@hotmail.com

In re Rajpoot, Inc.
   Bankr. E.D. Va. Case No. 14-14060
      Chapter 11 Petition filed October 31, 2014
         See http://bankrupt.com/misc/vaeb14-14060.pdf
         represented by: Robert Easterling, Esq.
                         E-mail: eastlaw@easterlinglaw.com

In re Stanislaw Bal
   Bankr. N.D. Ill. Case No. 14-32971
      Chapter 11 Petition filed November 1, 2014

In re Stanislaw Bal
        dba US Transport, Repair & Services, Inc.
   Bankr. N.D. Ill. Case No. 14-39915
      Chapter 11 Petition filed November 1, 2014
         See http://bankrupt.com/misc/ilnb14-39915.pdf
         represented by: Frank J. Kokoszka, Esq.
                         KOKOSZKA & JANCZUR, P.C.
                         E-mail: fkokoszka@k-jlaw.com

In re Spanish Isles Property Owners Association, Inc.
   Bankr. S.D. Fla. Case No. 14-34444
      Chapter 11 Petition filed November 2, 2014
         See http://bankrupt.com/misc/flsb14-34444.pdf
         represented by: Brett A Elam, Esq.
                         BRETT A. ELAM, P.A.
                         E-mail: belam@brettelamlaw.com
In re Ian e. Parker
   Bankr. D. Ariz. Case No. 14-16839
      Chapter 11 Petition filed November 11, 2014

In re Ricardo Diaz Sotelo
   Bankr. N.D. Cal. Case No. 14-54551
      Chapter 11 Petition filed November 11, 2014

In re Anita Marie Griffith
   Bankr. N.D. Fla. Case No. 14-31223
      Chapter 11 Petition filed November 11, 2014

In re 250 Cortland Ave Inc.
   Bankr. W.D.N.Y. Case No. 14-12596
     Chapter 11 Petition filed November 11, 2014
         See http://bankrupt.com/misc/nywb14-12596.pdf
         represented by: James M. Joyce, Esq.
                         E-mail: jmjoyce@lawyer.com

In re Larry J. Barrow, Sr. and Lois M. Barrow
   Bankr. E.D.N.C. Case No. 14-06570
      Chapter 11 Petition filed November 11, 2014

In re John Matthew Whitley
   Bankr. E.D. Tenn. Case No. 14-33651
      Chapter 11 Petition filed November 11, 2014

In re Ricky Joe Palasota
   Bankr. E.D. Tex. Case No. 14-60931
      Chapter 11 Petition filed November 11, 2014

In re Isaac Properties, LLC
   Bankr. M.D. Fla. Case No. 14-05532
     Chapter 11 Petition filed November 12, 2014
         See http://bankrupt.com/misc/flmb14-05532.pdf
         represented by: Robert A Heekin, Jr., Esq.
                         THAMES MARKEY AND HEEKIN, PA
                         E-mail: rah@tmhlaw.net

In re Pulse Fitness Center, LLC
   Bankr. M.D. Fla. Case No. 14-05548
     Chapter 11 Petition filed November 12, 2014
         See http://bankrupt.com/misc/flmb14-05548.pdf
         represented by: Thomas C. Adam, Esq.
                         MEARKLE TRUEBLOOD ADAM, PL
                         E-mail: tadam@mtalawyers.com

In re David L. McFadden and Tanya L. McFadden
   Bankr. N.D. Ill. Case No. 14-40840
      Chapter 11 Petition filed November 12, 2014

In re Jason Oliver Ellis and Emily Suzanne Ellis
   Bankr. D. Kans. Case No. 14-22705
      Chapter 11 Petition filed November 12, 2014

In re Boutin Restaurant, LLC
   Bankr. M.D. La. Case No. 14-11461
     Chapter 11 Petition filed November 12, 2014
         See http://bankrupt.com/misc/lamb14-11461.pdf
         represented by: Arthur A. Vingiello, Esq.
                         STEFFES, VINGIELLO & MCKENZIE, LLC
                         E-mail: avingiello@steffeslaw.com

In re First New Life Baptist Church, Inc.
   Bankr. D. Md. Case No. 14-27381
     Chapter 11 Petition filed November 12, 2014
         See http://bankrupt.com/misc/mdb14-27381.pdf
         represented by: David W. Cohen, Esq.
                         LAW OFFICE OF DAVID W. COHEN
                         E-mail: dwcohen79@jhu.edu

In re Ezzat Armaniou Aziz
   Bankr. D.N.J. Case No. 14-33008
      Chapter 11 Petition filed November 12, 2014

In re Hesham Elakbawy and Hedaya Kholief
   Bankr. D.N.J. Case No. 14-33057
      Chapter 11 Petition filed November 12, 2014

In re Erenler Inc.
        dba Akdeniz
   Bankr. S.D.N.Y. Case No. 14-13128
     Chapter 11 Petition filed November 12, 2014
         See http://bankrupt.com/misc/nysb14-13128.pdf
         represented by: Nancy Lynne Kourland, Esq.
                         ROSEN & ASSOCIATES, P.C.
                         E-mail: nkourland@rosenpc.com

In re Chicken Quick & Caribbean Breeze, Inc.
        aka El Taquito
   Bankr. D.P.R. Case No. 14-09323
     Chapter 11 Petition filed November 12, 2014
         See http://bankrupt.com/misc/prb14-09323.pdf
         represented by: Carlos J. Nazario Diaz, Esq.
                         E-mail: starpropertiescorp@gmail.com

In re Elite Insulation & Air Duct Cleaning, LLC
        dba Elite Services Company
   Bankr. N.D. Tex. Case No. 14-35483
     Chapter 11 Petition filed November 12, 2014
         See http://bankrupt.com/misc/txnb14-35483.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS, P.C.
                         E-mail: eric@ealpc.com

In re First Baptist Church
   Bankr. N.D. Fla. Case No. 14-40627
     Chapter 11 Petition filed November 13, 2014
         See http://bankrupt.com/misc/flnb14-40627.pdf
         represented by: Robert C. Bruner, Esq.
                         E-mail: RobertCBruner@hotmail.com

In re Abyss Maritime, Inc.
   Bankr. S.D. Fla. Case No. 14-35155
     Chapter 11 Petition filed November 13, 2014
         See http://bankrupt.com/misc/flsb14-35155.pdf
         represented by: Demetrios C. Kirkiles, Esq.
                         LAW FIRM OF DEMETRIOS C. KIRKILES, ESQ.
                         E-mail: kirkileslaw@bellsouth.net

In re Flock Funeral Home, Inc.
   Bankr. D.N.J. Case No. 14-33131
     Chapter 11 Petition filed November 13, 2014
         See http://bankrupt.com/misc/njb14-33131.pdf
         represented by: Jules L. Rossi, Esq.
                         LAW OFFICE OF JULES L. ROSSI
                         E-mail: jlrbk423@aol.com

In re FHH Properties, LLC.
   Bankr. D.N.J. Case No. 14-33147
     Chapter 11 Petition filed November 13, 2014
         See http://bankrupt.com/misc/njb14-33147.pdf
         represented by: Jules L. Rossi, Esq.
                         LAW OFFICE OF JULES L. ROSSI
                         E-mail: jlrbk423@aol.com

In re Jeffrey Joseph Jerome and Caroline Jerome
   Bankr. E.D.N.Y. Case No. 14-75114
      Chapter 11 Petition filed November 13, 2014

In re Alexander Wali Properties, LLC
   Bankr. E.D. Va. Case No. 14-14235
     Chapter 11 Petition filed November 13, 2014
         See http://bankrupt.com/misc/vaeb14-14235.pdf
         represented by: John W. Bevis, Esq.
                         JOHN W. BEVIS, P.C.
                         E-mail: johnbevis@bevislawoffices.com

In re Alder Street, LLC
   Bankr. W.D. Wash. Case No. 14-46053
     Chapter 11 Petition filed November 13, 2014
         See http://bankrupt.com/misc/wawb14-46053.pdf
         represented by: Brett L. Wittner, Esq.
                         KENT & WITTNER, PS
                         E-mail: brett@kentwittnerlaw.com

In re Dennis Constantino Bandy
   Bankr. C.D. Cal. Case No. 14-31373
      Chapter 11 Petition filed November 14, 2014

In re Indian Mountain Meadows
   Bankr. C.D. Cal. Case No. 14-31409
     Chapter 11 Petition filed November 14, 2014
         See http://bankrupt.com/misc/cacb14-31409.pdf
         Filed Pro Se

In re William Gaudiano
   Bankr. D. Conn. Case No. 14-51738
      Chapter 11 Petition filed November 14, 2014

In re Jenner Enterprises, Inc.
        dba Fastsigns
   Bankr. D. Del. Case No. 14-12558
     Chapter 11 Petition filed November 14, 2014
         See http://bankrupt.com/misc/deb14-12558.pdf
         represented by: Shannon J. Dougherty, Esq.
                         O'KELLY ERNST & BIELLI, LLC
                         E-mail: sdougherty@oeblegal.com

In re John Daniel Murray, Sr. and Deborah D. Murray
   Bankr. N.D. Ga. Case No. 14-12585
      Chapter 11 Petition filed November 14, 2014

In re Marcus A. Krejci
   Bankr. N.D. Ga. Case No. 14-72582
      Chapter 11 Petition filed November 14, 2014

In re orizon Group Management, LLC
   Bankr. N.D. Ill. Case No. 14-41230
     Chapter 11 Petition filed November 14, 2014
         See http://bankrupt.com/misc/ilnb14-41230.pdf
         represented by: Robert M. Fishman, Esq.
                         SHAW FISHMAN GLANTZ & TOWBIN, LLC
                         E-mail: rfishman@shawfishman.com

In re Viltex USA, LLC
   Bankr. D.N.J. Case No. 14-33212
     Chapter 11 Petition filed November 14, 2014
         See http://bankrupt.com/misc/njb14-33212.pdf
         represented by: David L. Stevens, Esq.
                         SCURA, WIGFIELD, HEYER & STEVENS, LLP
                         E-mail: dstevens@scuramealey.com

In re ABQ Manufacturing, Inc.
        dba Quality Powder Coating, Inc.
   Bankr. D. N.M. Case No. 14-13366
     Chapter 11 Petition filed November 14, 2014
         See http://bankrupt.com/misc/nmb14-13366.pdf
         represented by: James T. Burns, III, Esq.
                         ALBUQUERQUE BUSINESS LAW, P.C.
                         E-mail: james@abqbizlaw.com

In re Willy Gonzalez
   Bankr. E.D.N.Y. Case No. 14-45781
      Chapter 11 Petition filed November 14, 2014

In re DeSantis Enterprises, Inc.
   Bankr. N.D.N.Y. Case No. 14-12517
     Chapter 11 Petition filed November 14, 2014
         See http://bankrupt.com/misc/nynb14-12517.pdf
         represented by: Justin A. Heller, Esq.
                         NOLAN & HELLER, LLP
                         E-mail: jheller@nolanandheller.com

In re A & W Lounge Cafe, Inc.
        dba Skyline Bar Lounge
   Bankr. S.D.N.Y. Case No. 14-13141
     Chapter 11 Petition filed November 14, 2014
         See http://bankrupt.com/misc/nysb14-13141.pdf
         represented by: Douglas J. Pick, Esq.
                         PICK & ZABICKI, LLP
                         E-mail: dpick@picklaw.net

In re MS Recycling, LLC
   Bankr. E.D. Pa. Case No. 14-19064
     Chapter 11 Petition filed November 14, 2014
         See http://bankrupt.com/misc/paeb14-19064.pdf
         represented by: Michael J. McCrystal, Esq.
                         MICHAEL J. MCCRYSTAL, ESQUIRE, P.A.
                         E-mail: mccrystallaw@gmail.com

In re Thomas F. Easton
   Bankr. W.D. Pa. Case No. 14-24541
      Chapter 11 Petition filed November 14, 2014

In re Iglesia Presbiteriana en Mayaguez, Inc.
   Bankr. D.P.R. Case No. 14-09392
     Chapter 11 Petition filed November 14, 2014
         See http://bankrupt.com/misc/prb14-09392.pdf
         represented by: Luis Roberto Santos Baez, Esq.
                         SANTOS / BAEZ
                         E-mail: lsantos19@yahoo.com

In re Cesar Ivan Vargas Quiones
   Bankr. D.P.R. Case No. 14-09404
      Chapter 11 Petition filed November 14, 2014




                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.


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