TCR_Public/141128.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, November 28, 2014, Vol. 18, No. 331

                            Headlines

ABERDEEN LAND: Wants Hearing on Conversion/Dismissal Continued
AEREO INC: Auction of Assets May Be Set for Feb. 17, 2015
ALEXZA PHARMACEUTICALS: Posts $13.3-Mil. Net Loss for Q3
AMERICAN AIRLINES: S&P Raises CCR to 'B+' on Improved Earnings
ARRAY BIOPHARMA: Incurs $27.6-Mil. Net Loss for Third Quarter

ASHER INVESTMENT: Reaches Compromise With Itkin Parties
ATHERTON FINANCIAL: Dec. 3 Hearing on Bid for Cash Collateral Use
ATLS ACQUISITION: Wins Approval for $68.5MM Bankruptcy Sale
AVALON OIL: Reports $102K Net Loss for Q2
BAPTIST HOME: Disclosure Statement Hearing on Dec. 17

BARTNET WIRELESS: Must Pay $3.6MM Over Alleged Fraud
BISTRO CENTRAL: Giada De Laurentiis Eyeing Restaurant, Reports Say
BOISE CASCADE: S&P Raises CCR to 'BB-' on Improved Performance
BRIXMOR LLC: Fitch Raises Issuer Default Rating From 'BB+'
BROWN MEDICAL: Agent Wants to Remove Northstar Plan Evidence

BRUSH CREEK AIRPORT: Files Second Amended Plan
C.P. HALL: Ill. App. Affirms Ruling in "Shipley" Suit
CALIFORNIA COMMUNITY: Plan Outline Hearing Continued to Dec. 10
CAROLINE WYLY: Wants Bankruptcy Judge to Stop District Judge
CASA CASUARINA: Court Orders Mediation on Outstanding Claims

CLEAREDGE POWER: Bankruptcy Case Transferred to Oakland Division
CODA HOLDINGS: Ex-Partner Says $14M Clawback Suit Belongs in China
COLDWATER CREEK: Trustee Wants Removal Period Extended to March
COMMUNITY ACTION: Gets $120,000 in New State Funding
CONDOR DEVELOPMENT: Confirms Plan of Reorganization

CORINTHIAN COLLEGES: Collection Agency Wants Special Treatment
COUNTRY STONE: U.S. Trustee Forms 5-Member Creditors Committee
CRAIGHEAD COUNTY: Files Schedules of Assets and Liabilities
CRAIGHEAD COUNTY: James F. Dowden Approved as Bankruptcy Counsel
CROSSFOOT ENERGY: Has Interim Authority to Use Cash Collateral

CROSSFOOT ENERGY: Files List of Largest Unsecured Creditors
CRS HOLDING: Court Denies as Moot Bid to Incur Regions DIP Loan
CRS HOLDING: Gerard A. McHale Jr. Approved as Chapter 11 Trustee
CRS HOLDING: Trustee Taps Johnson Pope to Assist in Investigation
CRUMBS BAKE SHOP: Committee Wants Chapter 11 Cases Dismissed

CRUMBS BAKE SHOP: Rep. Agreement with Brand Squared Dropped
DIOCESE OF HELENA: Seeks Nod of $3.5-Mil. Loan from Placid
DIOCESE OF SPOKANE: Firm Files Bid to Dismiss Mishandling Claims
DOMUM LOCIS: Has Until March 6 to File Reorganization Plan
DOVER DOWNS: Reports $699K Net Income for Sept. 30 Quarter

EDENHURST GALLERY: Dickstein Can't Ditch Pawnshop's Mal Suit
ENERGY FUTURE: Committee's Challenge Period Extended to Dec. 19
ENERGY FUTURE: U.S. Trustee Says PwC Would Be Conflicted
ENERGY FUTURE: Wins Nod to Pay Insiders Under Incentive Plans
ENERGY FUTURE: Pulls Out Bid to Hire Ernst & Young as Tax Advisor

ENERGY FUTURE: Wants Mitsubishi Out Of Comanche Joint Venture
ENERGY FUTURE COMPETITIVE: Posts $38MM Loss in Sept. 30 Quarter
EXELIXIS INC: Incurs $62.6-Mil. Net Loss in 3rd Quarter
EXIDE TECHNOLOGIES: Approved to Pay M Cam's Supplemental Fees
EXIDE TECHNOLOGIES: Court Terminates Plan Exclusivity

EXIDE TECHNOLOGIES: DIP Loan Maturity Extended Until March 2015
EXIDE TECHNOLOGIES: Inks New Insurance Premium Financing with AFCO
EXIDE TECHNOLOGIES: Says No Material Impact from Customer Loss
FAIRPOINT COMMUNICATIONS: Has $37.8-Mil. Net Loss in Q3
FCC HOLDINGS: Court Directs Consolidation of Florida Career Case

FCC HOLDINGS: Dec. 19 Hearing on Further Access to Cash Collateral
FL 6801: Gets Approval to Sell Assets to Z Capital for $21.6-Mil.
FREEDOM INDUSTRIES: May Clean Less of River Site
GARLOCK SEALING: Fights Venue Change in Law Firm Fraud Suit
GBG RANCH: Creditors Has Until Dec. 6 to File Proofs of Claim

GBG RANCH: John Robertson Approved as Real Estate Appraiser
GENCORP INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
GENERAL MOTORS: Atty. May Seek Ignition Victims in Regulator Files
GLOBAL CASH: S&P Assigns 'B+' Rating on $350MM Secured Notes
GLOBAL COMPUTER: Bid for Case Dismissal/Conversion Withdrawn

GMG CAPITAL: Limited Partner Says Athenian Only After Judgment
GT ADVANCED: Noteholders Need More Info to Analyze Apple Deal
HARRIS LAND: Has Until Jan. 5 to Propose Chapter 11 Plan
HARRIS LAND: FCNB Granted Adequate Protection of Collateral
HARRIS LAND: Asks Judge to Terminate Cash Collateral Orders

HOLT DEVELOPMENT: Final Decree Entered, Reorganization Case Closed
HOSTESS BRANDS: Owners to Explore Sale of Twinkies Maker
HRK HOLDINGS: Exclusive Right to File Plan Extended to Dec. 21
HUTCHESON MEDICAL: Has Interim Authority to Use Cash Collateral
HUTCHESON MEDICAL: Can Pay Wages & Payroll Obligations

12A TECHNOLOGIES: CEO Victor Batinovich Appointed Point Person
12A TECHNOLOGIES: Files New List of 20 Top Unsecured Creditors
12A TECHNOLOGIES: Court Approves Cash Collateral Stipulation
IBCS MINING: Hearing on Assets Sale Continued Until Dec. 8
INNER HARBOR: Court Dismisses Chapter 11 Bankruptcy Case

INSTITUTO MEDICO: Feb. 3 Hearing on Adequacy of Plan Outline
ISTAR FINANCIAL: Moody's Raises Senior Unsecured Rating to B2
JOHN WHITNEY: Appeals Court Affirms Order Sustaining Demurrer
KID BRANDS: Dec. 1 Hearing on Bid to Incur DIP Financing
LAKELAND DEVELOPMENT: Robertson Settlement Gets Court Approval

LINDEMUTH INC: Sells 20 Properties at Auction
MARION ENERGY: Debt Owed Mostly to Parent and Castlelake
MCDERMOTT INTERNATIONAL: S&P Lowers CCR to 'B+'; Outlook Stable
MCS AMS: S&P Revises Outlook to Negative & Affirms 'B' CCR
MEDICAL PROPERTIES: S&P Raises CCR to 'BB+'; Outlook Stable

MENDOCINO COAST RECREATION: Dec. 12 Hearing on Plan Outline
MOLYCORP INC: S&P Lowers CCR to 'SD' on Debt-To-Equity Swap
MOMENTIVE PERFORMANCE: Asks Judge to Toss Bondholders' Bill
MOSS FAMILY: Can Use Fifth Third's Cash Collateral Until Dec. 7
NEOGENIX ONCOLOGY: Wants Approval of $2.5MM DIP and Exit Financing

NEW LIFE: Further Amends Schedule of Assets & Liabilities
NEW YORK CITY OPERA: Suitor Rips Slow Case, Demands Auction
NORTH ATLANTIC TRADING: S&P Alters Outlook to Pos., Affirms B- CCR
NORTHEAST WIND II: S&P Affirms 'B+' CCR, Removed From Watch Neg.
OPTIM ENERGY: Has Until Dec. 15 to Deliver Plan Draft to Lenders

PANAMA CANAL RAILWAY: Moody's Affirms Ba2 Secured Notes Rating
PARLIAMENT PARTNERS: Bankruptcy Plan Aims to Shed $14MM in Debt
PATRIOT COAL: Moody's Lowers Corporate Family Rating to Caa1
PHILLIPS INVESTMENT: Has Access to Cash Collateral Until May 2
PREMIER PAVING: Suncor Energy Wants Payment of $1.3MM Claim

PRM FAMILY: Disclosure Statement Order Yet to Be Entered
PROSPECT PARK NETWORKS: Removal Period Expires Dec. 5
QUALITY LEASE: Taps GulfStar Group as Investment Bankers
QUANTUM FOODS: Court Rules on Motion to Set Claims Bar Date
QUEEN ELIZABETH: SCB Says Bid for Case Conversion Unfounded

R.S. BACON: Parties Agreed to Conduct Sale of Assets
RADIO SYSTEMS: S&P Affirms 'B' CCR & Revises Outlook to Stable
RADIOSHACK CORP: Monarch Drops Out of Talks to Renegotiate Loan
RELIANCE INTERMEDIATE: S&P Affirms 'BB+' CCR; Off Watch Negative
RESIDENTIAL CAPITAL: Beats Dismissal Bid in 6 MBS Actions

RIGEL PHARMACEUTICALS: Reports $20.9-Mil. Net Loss in Q3
SCI-QUEST HANDS-ON: Files for Chapter 11 Bankruptcy Protection
SETTLERS' HOUSING: Court Refused to Junk Suit vs. Schaumburg Bank
SGK VENTURES: Amended Liquidating Trust Agreement Approved
SHIROKIA DEVELOPMENT: Asks Court to Fix Jan. 15 as Claims Bar Date

SIGA TECHNOLOGIES: Incurs $240-Mil. Net Loss in Third Quarter
SIX FLAGS: S&P Affirms 'BB' CCR & Raises Sr. Secured Debt Ratings
SOUNDVIEW ELITE: Dec. 31 Set as General Claims Bar Date
SOURCE HOME: Committee's Challenge Period Extended Until Dec. 8
SPY INC: Incurs $19,000 Net Loss in Sept. 30 Quarter

STARR PASS: Has Until Dec. 9 to Propose a Reorganization Plan
SRKO FAMILY: Lienholder Committee Addresses Reserved Provision
STAR DYNAMICS: Asset Sale Denied; Chapter 11 Case Dismissed
T-L CONYERS: Access to Cole Taylor Cash Collateral Expires Dec. 31
T-L CONYERS: Valuation Hearing Starts Feb. 24; Plan Hearing Stayed

TC GLOBAL: Global Baristas' Motion to Withdraw Reference Denied
TEXOMA PEANUT: Wins Final Approval to Get $40.5-Mil. DIP Loan
TRIGEANT LTD: Hearing on Financing Motion Continued Until Dec. 3
TRUMP ENTERTAINMENT: Herbert Becker May Run Trump Taj Mahal
UNITEK GLOBAL: Is 'Abandoning' Existing Equity, Shareholders Say

UNIVERSAL COOPERATIVES: Seeks Until March 2015 to File Plan
URANIUM ONE: S&P Affirms 'B+' CCR; Outlook Stable
VITAMIN SHOPPE: S&P Withdraws 'BB' CCR at Company's Request
WEST TEXAS GUAR: Resolves Stanley & RecyClean Claim Disputes
WESTLAKE VILLAGE: Withdraws Bid to Hire ERLP as Litigation Counsel

XTREME POWER: Disclosure Statement Hearing on Dec. 15
XTREME POWER: Court OKs Sale of XP Owned Equipment to HB

* Jason Watson Chosen as Fellow of American College of Bankruptcy

* BOOK REVIEW: Transnational Mergers and Acquisitions
               in the United States


                             *********


ABERDEEN LAND: Wants Hearing on Conversion/Dismissal Continued
--------------------------------------------------------------
Aberdeen Land II, LLC, along with the Aberdeen Community
Development District; U.S. Bank National Association; and BBX
Capital Asset Management, LLC, asked the Bankruptcy Court continue
the hearing scheduled for Dec. 3, 2014, on:

   i) motion to convert case to Chapter 7 filed by BBX Capital;

  ii) the Debtor's motion to dismiss its case; and

iii) joinder in the Debtor's motion to dismiss and objection to
BBX's motion.

According to the parties, since the filing of the conversion and
dismissal motion, and joinder and objection, they had been working
on negotiating and drafting a settlement that will resolve the
issues raised by the various parties in the proceedings and
provide for the sale of the Debtor's assets.

U.S. Bank serves as trustee under that certain Master Trust
Indenture dated as of Oct. 1, 2005, by and between Aberdeen
Community Development District and the Trustee.

As reported in the TCR on Sept. 16, 2014, BBX said that prior to
filing the case, the Debtor solicited BBX's support of its
purported reorganization efforts in the form of a plan support
agreement.  Based on representations made by the Debtor during
those negotiations that the Debtor would be bound by the terms of
the restructured obligations no matter whether this case was
successful or not and would proceed to confirmation of its plan in
an expeditious manner, BBX agreed to accept between $2.6 million
and $4.16 million in satisfaction of its prepetition secured claim
of over $16 million, Michael S. Budwick, Esq., at Meland Russin &
Budwick, P.A., in Miami, Florida told the Court.

Mr. Budwick asserted that the Debtor has abandoned its efforts to
resolve issues with the majority bondholder and other parties, and
to have consensual plan of reorganization.  He noted that the
Debtor seeks dismissal of its case.  The Debtor filed a motion for
voluntary dismissal of its case on Sept. 3, 2014.

The plan support agreement has been breached, the confirmation
hearing has been canceled and the Debtor now claimed that it no
longer has the ability to confirm a plan, Mr. Budwick averred.  He
argued that under the circumstances, the interests of the
bankruptcy estate and the Debtor's creditors would be best served
by converting the Debtor's Chapter 11 case to Chapter 7.

Conversion would permit a trustee acting as an independent
fiduciary to market the property and thereby capture the
substantial equity in the property for the benefit of all
creditors, including BBX, Mr. Budwick contended.  He added that
conversion of the case and appointment of a trustee will bring
transparency to the process and shed a light on precisely why the
Debtor has suddenly abandoned more than a year's worth of
significant efforts toward reorganization, and who's interests the
Debtor is really trying to protect in doing so.

                     About Aberdeen Land II

Aberdeen Land II, LLC, doing business as Aberdeen, owns a 1,316-
acre master- planned community near Jacksonville, Florida.  The
project is designed for 1,623 single-family homes and 395 multi-
family units.  More than 1,000 units have been sold, leaving
Aberdeen with 856 undeveloped lots and 28.1 acres zoned for
commercial or residential use.

Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-04103) on July 1, 2013, in Jacksonville, Florida.  The Debtor
has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila &
Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC,
as special counsel, and Fishkind & Associates as expert
consultants.

Aberdeen owes $24 million in bonds that financed the project and
more than $20 million to secured lenders with mortgages on the
property.

In its amended schedules, the Debtor disclosed $41,165,861 in
assets and $31,189,704 in liabilities as of the petition date.

No creditors' committee was appointed in the case.

The Debtor filed a motion for voluntary dismissal of its Chapter
11 case on September 3, 2014.


AEREO INC: Auction of Assets May Be Set for Feb. 17, 2015
---------------------------------------------------------
Erik Larson at Bloomberg News reports that William R. Baldiga,
Esq., at Brown Rudnick LLP, the attorney for Aereo Inc., said that
an auction of his client's assets should be scheduled for Feb. 17,
2015, with an approval hearing set a few days later.

Bloomberg News quoted Mr. Baldiga as saying, "We do enjoy very
substantial interest in the assets.  The company is now highly
focused on devoting all its energy and limited resources to a
transaction that will produce the highest and best return for our
creditors and shareholders."

Doni Bloomfield at Bloomberg News relates that Aereo said it's
drawing interest from large Internet firms and a few Fortune 500
companies.  Aereo Chief Executive Officer Chet Kanojia said in an
interview with Betty Liu on Bloomberg Television that companies
that currently provide video have expressed interest in the
assets, but non-disclosure agreements prevented him from naming
specific companies they were in talks with with.

According to Bloomberg News, the Hon. Sean Lane of the U.S.
Bankruptcy Court for the Southern District of New York approved on
Nov. 24 a series of requests by the Debtor to allow what remains
of the company to function while it liquidates.

Bruce Keller, Esq., an attorney for ABC, told the Bankruptcy Court
the companies were concerned about whether a potential buyer could
be made "free and clear" of links to the litigation.  The report
says that broadcasters were concerned the ongoing infringement
case made the amount of their claims in bankruptcy unclear.

Attorneys from Fish & Richardson who represented Aereo
successfully for a couple of years and through multiple federal
court cases, is left to pursue an outstanding legal bill of
$117,383 through bankruptcy court, Mary Moore at Boston Business
Journal relates.  Business Journal states that given how long the
case has gone on and the complexity of the arguments, Fish &
Richardson's total tab for Aereo-related matters could be
significantly higher.

Judge Lane said it was too early in the case to discuss details of
the sale or the litigation in district court, Bloomberg News
reports.

                        About Aereo, Inc.

With headquarters in Boston, Massachusetts, Aereo, Inc., is a
technology company that provided subscribers with the ability to
watch live or "time-shifted" local over-the-air broadcast
television on internet-connected devices, such as personal
computers, tablet devices, and "smartphones."   Aero provided to
each subscriber access, via the internet, to individual remote or
micro-antennas and a cloud-based DVR, which were maintained by the
Debtor in facilities within the local market.

Aereo, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case
No. 14-13200) in Manhattan, New York, on Nov. 20, 2014.  The
Chapter 11 filing came five months after the U.S. Supreme Court
ruled the Debtor, with respect to live or contemporaneous
transmissions, was essentially performing as a traditional cable
system under the Copyright Act, and thus was violating
broadcasters' copyrights because it wasn't paying broadcasters any
fees.

The Debtor has tapped William R. Baldiga, Esq., at Brown Rudnick
LLP, in New York, as counsel.  The Debtors has also engaged Argus
Management Corp. to provide the services of Lawton W. Bloom as CRO
and Peter Sullivan and Scott Dicus as assistant restructuring
officers.  Prime Clerk LLC is the claims and notice agent.

As of the Petition Date, the Debtor's reported total assets were
$20.5 million, and its total undisputed liabilities (primarily
trade debt) were $4.2 million.


ALEXZA PHARMACEUTICALS: Posts $13.3-Mil. Net Loss for Q3
--------------------------------------------------------
Alexza Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $13.33 million on $457,000 of total revenue for the
three months ended Sept. 30, 2014, compared to a net loss of
$12.41 million on $2.17 million of total revenue for the same
period last year.

The Company's balance sheet at Sept. 30, 2014, showed $65.8
million in total assets, $114.64 million in total liabilities and
total stockholders' deficit of $48.84 million.

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

                       http://is.gd/ieZxaV

Mountain View, California-based Alexza Pharmaceuticals, Inc., was
incorporated in the state of Delaware on Dec. 19, 2000, as FaxMed,
Inc.  In June 2001, the Company changed its name to Alexza
Corporation and in December 2001 became Alexza Molecular Delivery
Corporation.  In July 2005, the Company changed its name to Alexza
Pharmaceuticals, Inc.

The Company is a pharmaceutical development company focused on the
research, development, and commercialization of novel proprietary
products for the acute treatment of central nervous system
conditions.


AMERICAN AIRLINES: S&P Raises CCR to 'B+' on Improved Earnings
--------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
Fort Worth, Texas-based American Airlines Group Inc. (AAG) and its
subsidiaries American Airlines Inc. and US Airways Inc., including
raising the corporate credit ratings on the entities to 'B+' from
'B'.  The rating outlook is positive.

At the same time, S&P raised its ratings on secured and unsecured
debt and most enhanced equipment trust certificates (EETCs) by one
notch each.

S&P raised its ratings on certain EETCs by two notches in cases in
which it believed that collateral protection had improved
materially.

S&P affirmed its ratings on other EETCs in cases in which the
rating of the liquidity provider constrained the rating, under
S&P's criteria, or if it believed that the collateral protection
had deteriorated, offsetting the rating effect of our raising the
corporate credit rating.

The outlook is positive.  "We expect continued growth in AAG's
earnings and cash flow, which should result in improved credit
measures despite heavy capital spending and a share repurchase
program," said Standard & Poor's credit analyst Phil Baggaley.

S&P also sees ongoing risks related to merger integration and open
labor contracts, but progress on these and further improvement in
credit measures could support an upgrade over the next 12-18
months.

S&P could raise rating if AAG's FFO to debt exceeds 25% and free
operating cash flow to debt to more than 10%, and S&P expects the
ratios to remain there.  In assessing the sustainability of AAG's
credit ratio improvements, S&P would consider its progress on
merger integration as well as the general industry outlook.

S&P could revise the outlook to stable if the company's
improvement levels off, with funds flow to debt remaining below
20%, and free operating cash flow to debt falling below 5%.  This
could result from worse-than-expected merger integration problems,
weaker demand, or a more aggressive financial policy.


ARRAY BIOPHARMA: Incurs $27.6-Mil. Net Loss for Third Quarter
-------------------------------------------------------------
Array BioPharma Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $27.59 million on $6.07 million of total revenue for the
three months ended Sept. 30, 2014, compared with a net loss of
$15.7 million on $14.2 million of total revenue for the same
period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $135 million
in total assets, $173 million in total liabilities, and a
stockholders' deficit of $37.6 million.

If the Company is unable to generate enough revenue from its
existing or new collaboration and license agreements when needed
or to secure additional sources of funding, it may be necessary to
significantly reduce the current rate of spending through further
reductions in staff and delaying, scaling back, or stopping
certain research and development programs, including more costly
Phase 2 and Phase 3 clinical trials on its wholly-owned or co-
development programs as these programs progress into later stage
development.  Insufficient liquidity may also require the Company
to relinquish greater rights to product candidates at an earlier
stage of development or on less favorable terms to the Company and
its stockholders than it would otherwise choose in order to obtain
up-front license fees needed to fund operations.  These events
could prevent the Company from successfully executing its
operating plan and, in the future, could raise substantial doubt
about its ability to continue as a going concern, according to the
regulatory filing.

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

                       http://is.gd/9dJwfc

                      About Array Biopharma

Boulder, Colo.-based Array BioPharma Inc. is a biopharmaceutical
company focused on the discovery, development and
commercialization of targeted small-molecule drugs to treat
patients afflicted with cancer and inflammatory diseases.  Array
has four core proprietary clinical programs: ARRY-614 for
myelodysplastic syndromes, ARRY-520 for multiple myeloma, ARRY-797
for pain and ARRY-502 for asthma.  In addition, Array has 10
partner-funded clinical programs including two MEK inhibitors in
Phase 2: selumetinib with AstraZeneca and MEK162 with Novartis.


ASHER INVESTMENT: Reaches Compromise With Itkin Parties
-------------------------------------------------------
Debtor Asher Investment Properties, LLC, is asking the Bankruptcy
Court to approve a compromise by and among the Debtor, Yossi Dina,
Ben Jewelry, Inc. -- Asher Parties -- and Garry Y. Itkin, Anna
Charno, and Garry and Anna as trustee of the Itkin Family Trust
dated March 12, 2012.

In September 2007, Yossi formed Asher and, in or about December
2007.  Asher purchased the property located 249-251 S. Beverly
Drive, Beverly Hills, CA.  In 2007 Asher borrowed money from
Israel Discount Bank secured by a first deed against the property.
Between December 2007 and August 2008, Asher executed promissory
notes totaling $1.6 million in favor of Garry and Anna and/or the
Itkin Trust secured by a second trust deed against the property.

When the IDB Loan matured in 2011, IDB agreed to increase the loan
-- New IDB Loan -- conditioned upon, among other things, the Itkin
Trust agreeing to enter into an agreement with IDB and Ahser
providing, among other things, for the subordination of the Itkin
Second Trust Deed to a new first trust deed in favor of IDB to
secure the new loan.  The Itkin Trust agreed to do so conditioned
upon Asher providing it with further security for the repayment of
the Itkin Loans in the form of a 50% membership interest in Asher
-- Disputed Membership Interest -- and the imposition of certain
restrictions upon Yossi's rights as manager of Asher including the
provision that Garry would automatically become Asher's manager in
the event of Asher's default on the New IDB Loan or the Ikin
Loans.

Thereafter, although Asher did not pay off the Itkin Loans when
they matured on March 31, 2012, the Itkin Trust took no steps to
foreclose under the Itkin Second Trust Deed nor to foreclose or
otherwise seek to enforce its rights under the Disputed Membership
Interest.  Yossi continued to operate Asher as if he were its sole
member and manager, without any objection by the Itkin Trust.

On May 20, 2014, Asher tendered to the Itkin Trust the sum of $1.7
million in full payment of the Itkin Loans and redemption of the
Disputed Membership Interest.  The Itkin Trust rejected the
tender.  The parties engaged in settlement discussions.

On July 1, 2014, Asher commenced an adversary proceeding, Case No.
2:14-ap-01443, against Garry and Anna, as trustees of the Itkin
Trust.

On Sept. 4, 2014, Asher filed a plan of reorganization, which
provides, inter alia, for (1) the reinstatement of both the Itkin
Trust and IDB secured claims on the Plan's effective date by
either (a) the cure of all defaults that occurred before, on or
after the Petition Date and, in full and final satisfaction of
each secured claim, the payment of cash in the allowed amount of
the secured claim, or (b) leaving unaltered the legal, equitable,
and contractual rights to which the secured claim entitles the
holder and (2) the payment of the allowed amount of general
unsecured claims on the one year anniversary of the Plan's
effective date which will include interest from the Petition Date
until paid at the rate of 5% per annum.

On June 17, 2014, the Itkin Trust filed its motion to dismiss the
Debtor's Chapter 11 case for lack of authority to file, based on
the assertion that pursuant to the Restated Operating Agreement
(1) upon default, Yossi had to resign as the manager of Asher with
Garry succeeding him in that capacity and (2) the Itkin Trust's
consent to the filing of a petition for relief was required and it
had not given its consent to the filing.  The Debtor opposed the
motion, citing, among other things, that the Itkin Trust's alleged
requirement that its consent was required as a condition precedent
to the filing of a petition for relief is against public policy
and fails as a wrongful attempt by a secured creditor to
circumvent the rights afforded to the Debtor by Congress.

After a marathon negotiating session over the terms of a written
agreement and in recognition of the risks, the parties entered
into a settlement agreement, which provides, among other things,
for the liquidation and payoff of the Itkin Trust's claim or the
granting of relief from stay should payment not be timely made,
the purchase by Yossi or Asher of the Itkin Trust's disputed
interest in Asher and the payment of the New IDB Loan.

The parties agree that:

  -- the Debtor will not file any proceeding pursuant to the
Bankruptcy Code for 366 days following an order approving the
Settlement.

  -- The amount owed by Asher to the Itkin Trust secured by the
Itkin Second Trust Debt is liquidated for the purposes of the
Settlement only at $2,000,000 or $2,025,000 -- Itkin Laon Debt --
depending on the timing of the first payment and either Asher or
Yoshi will purchase the Itkin Trust's membership interest in Asher
for the sum of $700,000.

  -- If $1,700,000 of the Itkin Loan Debt is paid on or before the
first court day after the final order is entered approving the
Settlement, the Itkin Loan Debt is liquidated at $2,000,000 which,
by reason of the aforesaid payment, would be reduced to $300,000,
all due and payable on or before May 1, 2015.  If $1,700,000 of
the Itkin Loan Debt is not paid on or before the first court day
after the Final Order is entered approving the Settlement, then
the Itkin Loan Debt is liquidated at $2,025,000, payable
$1,725,000 or before March 2, 2015 and the balance of $300,000 on
or before May 1, 2015.  The Itkin Loan Debt does not accrue
interest if paid by the aforesaid deadlines.

  -- The Debtor will pay the IDB Loan concurrently with the
aforesaid $1,700,000 or $1,725,000 Payment unless IDB consents to
the payment to the Itkin Trust.  In order for the Debtor to pay
the IDB Loan, the Debtor will pay the IDB Loan concurrently with
the aforesaid $1,700,000 or $1,725,000 Payment unless IDB consents
to the payment to the Itkin Trust.  In order for the Debtor to pay
the IDB Loan, the Debtor will borrow an amount -- New Loan -- on
commercial terms and conditions in a principal amount not in
excess of $6.5 million, which New Loan may be secured by a deed of
trust senior to the Itkin Deed of Trust.  Notwithstanding anything
in the Settlement, the Debtor may obtain a loan on non-commercial
terms and conditions in the principal amount not in excess of $6.5
million as long as the interest rate on such loan will not be in
excess of 15% per annum and there is no prepayment penalty.  If
the Debtor obtains a loan in excess of 15% per annum or with a
prepayment penalty, the Debtor will pay down $500,000 of the
$700,000 Membership Interest Purchase Amount concurrently with the
funding of such new Loan.

  -- To purchase the Itkin Trust's disputed membership interest in
Asher, either the Debtor or Yoshi will pay to the Itkin Trust the
Membership Interest Purchase Amount as follows: (i) $500,000 on or
before Oct. 31, 2015 and (ii) $200,000 on or before Oct. 31, 2019.
No interest will accrue on the Membership Interest Purchase
Amount.

  -- Concurrently with the execution of the Settlement Agreement,
the Debtor executed a new deed of trust to secure the Membership
Interest Purchase Amount.

  -- With the exception of the Membership Interest Purchase
Amount, all payment obligations of the Asher Parties will bear
interest at the rate of 10% per annum from and after Oct. 29,
2014.  In the event IDB consents and the Debtor pays $1,700,000 to
the Itkin Trust on the first court day after a final order
approving the compromise, such $1,700,000 payment will be made
without interest accruing thereon.  In such event, interest would
only accrue on the $300,000 balance from and after Oct. 29, 2014.

  -- Concurrent with the Court's approval of the Settlement, the
Debtor will dismiss the Adversary proceeding without prejudice.

Had the Court granted the Motion to Dismiss, the Itkin Parties
intended to foreclose upon the Property.  The Compromise provides
the estate and its creditors with significant value by resolving
the Itkin Trust's claims against the Estate, facilitates the
Debtor's refinance of the Property and payment in full of the
allowed claims of the Itkin Trust and IDB through the Debtor's
plan of reorganization as well as the payment of the allowed
claims of priority and unsecured creditors as set forth in the
plan of reorganization and avoids the loss of the Debtor's
approximately $3,000,000 in equity in the Property, albeit at a
cost of $700,000 above the Itkin Claim.

                      About Asher Investment

Asher Investment Properties, LLC, owner of a $10 million property
in Beverly Hills, California, filed a Chapter 11 bankruptcy
petition (Bankr. C.D. Cal. Case No. 14-21172) in Los Angeles, on
June 6, 2014.  Yossi Dina signed the petition as managing member.
Asher, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), disclosed $11.5 million in assets and $10.7 million in
liabilities.  Gershuni & Kate, ALC, serves as the Debtor's
counsel.  Hon. Barry Russell presides over the case.


ATHERTON FINANCIAL: Dec. 3 Hearing on Bid for Cash Collateral Use
-----------------------------------------------------------------
U.S. Bankruptcy Judge Thomas B. Donovan will convene a hearing on
Dec. 3, 2014, at 2:00 p.m., to consider Atherton Financial
Building LLC's motion for authorization to use cash collateral
pledged to secured creditors.

The Debtor also sought permission to deviate from the line items
contained in the budget by no more than 15% on a line-item basis
and no more than 5% on a cumulative basis, provided the Debtor
does not pay expenses outside any of the categories, without the
need for further Court order.

The Debtor, in its motion, said that it would use the cash
collateral to pay the expenses of maintaining and operating the
property -- a commercial building located at 1906 El Camino Real,
Menlo Park, California.

The Debtor submitted that secured creditors (consisting of the
various taxing authorities with real property tax claims, first
deed of trust holders, and second deed of trust holders) are
adequately protected by the use of cash collateral.  Additionally,
the secured creditors are protected by equity cushions.

The Debtor further requested that the Court to approve the
stipulation entered into between the Debtor and Bank SinoPac, the
first lienholder on the property; which provides for, among other
things:

   -- authorization to use cash collateral to pay all of the
expenses, with authority to deviate from the line items contained
in the budgets by not more than 15% on each line item and not more
than 5% on a cumulative basis;

   -- authorizing the Debtor to provide adequate protection.

                    About Atherton Financial

Atherton Financial Building LLC filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 14-27223) in Los Angeles, on Sept. 9,
2014.  Benjamin Kirk signed the petition as managing member of
manager of Sunshine Valley LLC.  The Company estimated $10 million
to $50 million in assets and debt.  The case is assigned to Judge
Thomas B. Donovan.  The Debtor has tapped David B Golubchik, Esq.,
at Levene Neale Bender Rankin & Brill LLP, in Los Angeles, as
counsel.  The Debtor disclosed $15,001,961 in assets and
$10,006,272 in liabilities as of the Chapter 11 filing.


ATLS ACQUISITION: Wins Approval for $68.5MM Bankruptcy Sale
-----------------------------------------------------------
Law360 reported that diabetes testing equipment company Liberty
Medical Supply Inc. got the green light from a Delaware bankruptcy
judge for its $68.5 million sale to an investment group led by
private equity firm Palm Beach Capital.  According to the report,
U.S. Bankruptcy Judge Peter J. Walsh signed off on Liberty
Medical's sale, the product of an auction that boosted the
purchase price by more than $20 million.

                      About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's counsel; Ernst & Young LLP to provide investment banking
advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent for the Clerk of the Bankruptcy Court.

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP.  The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.

                           *     *     *

As previously reported by The Troubled Company Reporter, ATLS
Acquisition, LLC, et al., filed with the U.S. Bankruptcy Court for
the District of Delaware a joint plan of reorganization and an
accompanying disclosure statement, which propose to fund a
liquidating trust with proceeds from the sale of the Debtors'
assets.  A full-text copy of the Disclosure Statement dated
Aug. 15, 2014, is available at http://is.gd/aLMnQP


AVALON OIL: Reports $102K Net Loss for Q2
-----------------------------------------
Avalon Oil & Gas, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $102,618 on $24,501 of oil and gas sales for the
three months ended June 30, 2014, compared with a net loss of
$169,737 on $19,068 of oil and gas sales for the same period last
year.

The Company's balance sheet at June 30, 2014, showed $2.62 million
in total assets, $1.48 million in total liabilities, and total
stockholders' equity of $1.13 million.

The Company has incurred a loss of $30.97 million from inception
through June 30, 2014, and has a working capital deficiency of
$866,397 as of June 30, 2014.  The Company currently has minimal
revenue generating operations and expects to incur substantial
operating expenses in order to expand its business.  As a result,
the Company expects to incur operating losses for the foreseeable
future.  The Company said it will continue to seek equity and debt
financing to meet its operating losses.

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

                       http://is.gd/3Q6uUt

Minneapolis, Minn.-based Avalon Oil & Gas, Inc., (OTC BB: AOGN)
acquires oil and gas producing properties that have proven
reserves and established in-field drilling locations with a
combination of cash, debt, and equity.


BAPTIST HOME: Disclosure Statement Hearing on Dec. 17
-----------------------------------------------------
The Baptist Home of Philadelphia, d/b/a Deer Meadows Retirement
Community, filed on Nov. 17 a first amendment to the latest
iteration of its sale-based Chapter 11 plan that expects to pay
all claims in full.

The Debtor filed a motion asking the Bankruptcy Court to approve
the Disclosure Statement and establish a record date and voting,
objection and other deadlines with respect to confirmation of the
Plan.  Deer Meadows will seek approval of the Disclosure Statement
explaining the First Amended Plan of Reorganization at a hearing
on Dec. 17, 2014, at 11:00 a.m.

Prior to the Plan becoming effective, the Debtor will have
consummated the Court-approved sale of substantially all of its
assets related to its operation of the Deer Meadows Retirement
Community pursuant to that certain Asset Purchase Agreement dated
July 25, 2014 (as amended and supplemented) to purchaser Deer
Meadows Property, L.P.

The Debtor projects that it will have sufficient assets as of the
effective date of the Plan to pay all allowed claims in full,
including interest accruing at the Federal Judgment Rate of
interest from the Petition Date through the date of payment.
There are no holders of equity interests in the Debtor, and the
Plan accordingly makes no provision for such holders.

The Debtor projects that, on or before the Effective Date, it will
have cash available for distribution under the Plan: (i) net sale
proceeds in an amount of $7 million; (ii) additional cash in an
amount of $31.8 million; (iii) proceeds of a provider tax and cost
report settlement in an amount of $410,000; (iv) refund of paid
insurance premium and returned utility deposits in an amount of
$130,000; and (v) certain proceeds from the liquidation of
securities held by Beneficial Mutual Savings Bank as collateral,
approximately $3.7 million of which has been utilized in full
satisfaction of the Beneficial secured claim and $625,000 of which
will be available solely for the benefit of holders of General
unsecured claims.

A copy of the Disclosure Statement dated Nov. 17, 2014,

    http://bankrupt.com/misc/Xtreme_Power_1_Am_Plan_DS.pdf

             About The Baptist Home of Philadelphia

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

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

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

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

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

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

Pepper Hamilton LLP represents the Official Committee of Unsecured
Creditors.


BARTNET WIRELESS: Must Pay $3.6MM Over Alleged Fraud
----------------------------------------------------
Law360 reported that an Oklahoma federal judge has ordered
bankrupt Bartnet Wireless Internet Inc. to disgorge $3.6 million
as a relief defendant in a U.S. Securities and Exchange Commission
case against a financial adviser and wedding singer who had
allegedly bilked investors out of $4.7 million.  According to the
report, U.S. District Judge Gregory Frizzell granted the SEC's
motion to order Bartnet to pay the funds.  Financial adviser Larry
Dearman Sr. and a number of other defendants had already been
ordered to pay their own penalties in July, the report said.

The case is Securities and Exchange Commission v. Larry J. Dearman
et al., case No. 4:13-cv-00553, in the U.S. District Court for the
Northern District of Oklahoma.

The bankruptcy case is Bartnet Wireless Internet Inc., Case No.
13-bk-11264, in the U.S. Bankruptcy Court for the Northern
District of Oklahoma.


BISTRO CENTRAL: Giada De Laurentiis Eyeing Restaurant, Reports Say
------------------------------------------------------------------
Food Network star Giada De Laurentiis is reportedly looking for
her second restaurant in Las Vegas and could take over Central
Michel Richard at Caesars Palace, Susan Stapleton at Las Vegas
Eater reports.

Robin Leach at the Las Vegas Sun relates that Ms. De Laurentiis
has reportedly "taken a serious look by invitation of Caesars
[Palace] executives at chef Michel Richard's Central 24/7."

Las Vegas, Nevada-based Bistro Central, LV LLC, dba Central Michel
Richard, leases space inside Caesar's Palace Hotel and Casino in
Las Vegas, Nevada where it has operated a restaurant under the
name of Bistro Michel Richard.

Bistro Central filed for Chapter 11 bankruptcy protection (Bankr.
D. Nev. Case No. 14-14931) on July 17, 2014, estimating its assets
at $500,000 to $1 million and liabilities at $1 million to $10
million.  The petition was signed by Carl Halvorson, managing
member.

Bryan A. Lindsey, Esq., and Samual A. Schwartz, Esq., at The
Schwartz Law Firm, Inc., serve as the Detor's bankruptcy counsel.

Judge August B. Landis presides over the case.


BOISE CASCADE: S&P Raises CCR to 'BB-' on Improved Performance
--------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Boise, Idaho-based Boise Cascade Co. to 'BB-'
from 'B+'.  The outlook is stable.

At the same time, in conjunction with the upgrade on the company,
S&P raised its issue-level rating on the company's senior notes to
'BB-' from 'B+'.  The recovery rating of '3' indicates S&P's
expectation that lenders will receive substantial recovery (50% to
70%) in the event of default.

The upgrade and stable outlook reflect Boise Cascade's improved
operating performance and S&P's expectation that the company will
maintain credit measures that are strong for the current rating.

"The stable outlook reflects our view that Boise Cascade will
maintain leverage measures that are good for the current rating,
with debt to EBITDA of 2x to 2.5x over the next one to two years,"
said Standard & Poor's credit analyst Thomas Nadramia.  "Based on
our assumptions of slowly growing housing starts and improved
construction activity in the U.S. for 2015 and 2016, we expect
Boise to maintain FFO to debt of 25% or higher and interest
coverage of 7.5x or higher, even in the case of modest acquisition
activity and increased returns to shareholders."

S&P would view an upgrade as unlikely in the next year due to
Boise Cascade's historically high volatility of earnings and
credit measures driven by its participation in the highly cyclical
construction markets.  This volatility is a constraining factor on
both the company's "weak" business risk profile and "aggressive"
financial risk profile.  However, S&P would consider an upgrade if
Boise Cascade adds size, diversifies product lines, and reduces
earnings volatility through acquisitions.

A significant disruption in the housing construction market would
likely affect Boise Cascade's current leverage position and
liquidity and possibly result in a downgrade.  Specifically, S&P
could lower its ratings if Boise Cascade's debt to EBITDA leverage
exceeded 4.5x or if the company's liquidity were significantly
reduced, leaving less cushion in the event of a housing downturn.


BRIXMOR LLC: Fitch Raises Issuer Default Rating From 'BB+'
----------------------------------------------------------
Fitch Ratings has upgraded the credit ratings of Brixmor LLC:

   -- Issuer Default Rating (IDR) to 'BBB-' from 'BB+';
   -- Senior unsecured notes to 'BBB-' from 'BB+'.

Fitch has revised the Rating Outlook to Stable from Positive.

KEY RATING DRIVERS

The upgrade reflects the improved financial profile of Brixmor
LLC's indirect parent company, Brixmor Property Group, Inc. (BRX
or the company), including reduced leverage, stronger fixed charge
coverage, and growth in its unencumbered asset portfolio.

The Stable Outlook reflects Fitch's expectation that BRX's
financial profile will continue to improve, but remain appropriate
for a 'BBB-' REIT during the rating horizon (typically two to
three years).

Fitch views the relationship between Brixmor LLC and BRX as an
important rating consideration.  The ratings and Stable Outlook
incorporate implicit support from BRX.  Fitch views Brixmor LLC as
a core part of BRX's business, reflecting strong operational and
financial linkages between the two companies and Fitch analyzes
Brixmor LLC's credit quality based on BRX's consolidated financial
statements.

In addition, Fitch considers Brixmor LLC's 128 properties as being
of comparable quality and market granularity to BRX's properties.
Steadily De-Leveraging

Fitch expects BRX's leverage to improve to the mid-6.0x range by
the end of 2016 through a combination of same store net operating
income (SSNOI) growth, incremental NOI from redevelopments and
modest internally funded debt repayments.

BRX's leverage (net debt as of Sept. 30, 2014 divided by recurring
operating EBITDA, including recurring cash distributions from
joint ventures, but excluding non-cash above and below market
lease income for the trailing 12 months (TTM) ended Sept. 30, 2014
was 7.4x for the TTM, down from 7.7x in 2013.
Improved Liquidity Elements

BRX's enhanced liquidity, access to capital and financial position
provide additional flexibility for the company to maintain and
improve its properties.  Fitch expects this to result in higher
occupancies and above average SSNOI growth that will strengthen
the company's credit metrics.

BRX strengthened its liquidity profile by obtaining a $2.8 billion
credit facility in July 2013 and gaining access to the public
equity markets in Nov. 2013 through its upsized IPO that generated
$891.3 million of net proceeds, including overallotments.  The
company used revolver and term loan borrowings under its credit
facility to unencumber assets by paying off $2.4 billion of
mortgages.  The company used the IPO proceeds to pay down its
revolver.

BRX further demonstrated its access to unsecured debt through its
$600 million term loan issuance in March 2014.  Fitch expects the
company to access the unsecured bond market during 2015 to help
refinance its debt maturities.

Growing Unencumbered Pool

Fitch expects BRX's unencumbered assets will cover its unsecured
debt (UA/UD) by approximately 2.0x over the rating horizon, based
on the interplay between the company's aggressive asset
unencumbrance plan (including pulling forward select mortgage
maturities) and the related incremental unsecured borrowings.

Fitch calculates the company's unencumbered assets covered its
unsecured debt (UA/UD) by 2.0x at Sept. 30, 2014.  Fitch uses a
direct capitalization approach of unencumbered property NOI
(excluding non-cash rental revenues) assuming a stressed 8.5%
capitalization rate.  BRX's UA/UD is appropriate for the 'BBB-'
rating.

Improving Fixed-Charge Coverage

Fitch expects BRX's fixed charge coverage to improve to the high-
2.0x range in 2016, due to higher property NOI, partially offset
by higher interest costs associated with refinancing lower cost
variable rate and/or secured borrowings with higher cost fixed
rate unsecured debt.

BRX's fixed-charge coverage was 2.2x and 2.1x for the TTM ended
Sept. 30, 2014 and 2013, respectively.  Fitch defines fixed-charge
coverage as recurring operating EBITDA less non-cash revenues and
recurring capital expenditures divided by cash interest incurred.
BRX has no preferred stock outstanding.

Highly Diversified Portfolio

BRX's credit profile benefits from widespread cash flow
diversification by geography, assets, tenants and leases.  The
company's 522 properties comprise 87 million sf and are located in
38 states and over 175 metropolitan statistical areas (MSAs).
BRX's largest shopping center by ABR comprised only 1.5% of
portfolio rents.

Thirty-seven percent of its annualized base rent (ABR) is located
in the top-10 U.S.  MSAs by population and 65% is in the top-50
MSAs.  New York/Northern New Jersey metro was the company's
largest market exposure at 6.6% of ABR.

The company has over 5,000 tenants in its portfolio with
approximately 9,500 leases.  BRX's top-20 tenants comprise 26% of
its ABR as of Sept. 30, 2014.  Fitch rates five of the tenants as
investment grade, including The Kroger, Co. (IDR 'BBB'/Outlook
Stable), which was the company's largest tenant at 3.3% of the
company's ABR.

Above Average Internal Growth

Fitch expects the company's SSNOI to grow by 4%, 3.5% and 3.5% in
2014, 2015 and 2016, respectively.  Stronger anchor and small shop
occupancy rates and positive spreads on new and renewal leases
underpin Fitch's internal growth projections.

BRX's occupancy and rent spreads have improved during the last
three years.  Occupancy at Sept. 30, 2014, was 92.7% - up 60 basis
points (bps) from the comparable year-ago period.  Spreads on new
and renewal leases (including options exercised) were positive
27.1% and 8.9%, respectively for the TTM ended Sept. 30, 2014.

Brixmor has an elevated amount of lease expirations through 2016,
with over a quarter of its leases scheduled to expire (excl.
extension options).  Fitch is comfortable with BRX's leasing risk
profile given the below market rents for existing leases and
generally favorable retail CRE fundamentals.  Healthy demand and
low levels of new supply are supporting occupancy and rental rate
growth for shopping centers in most U.S. markets.

Simple Story; Few Legacy Issues

BRX operates with a relatively straightforward business model that
includes whole ownership of U.S. based neighborhood and community
shopping centers.

The company has no material joint ventures and does not intend on
making joint venture equity a focus of its growth strategy going
forward.  BRX's external growth strategy will focus on anchor
repositioning and redevelopment of its existing centers.  The
company does not plan on engaging in ground-up development and has
no legacy stalled development projects to work through from the
prior cycle.

Fitch has not provided for any property acquisitions or sales in
its forecast model.  However, the agency now considers it more
likely that BRX may begin a small disposition program, targeting
stabilized assets with fully-realized growth potential.

Experienced Management and Sponsor

BRX has a cycle-tested management team with extensive real estate
operating and capital markets experience, including prior
executive-level roles at other publicly traded retail REITs.  BRX
management is committed to improving its balance sheet as part of
its broader strategy of regaining access to the public unsecured
bond markets.

Near-Term Liquidity Shortfall

Fitch's base case analysis shows a $405 million shortfall between
BRX's sources and uses of liquidity between Oct. 1, 2014 through
Dec. 31, 2016 ($446 million including planned redevelopment
expenditures).

BRX's liquidity coverage improves to 2.2x (2.1x including
redevelopment) under an alternate scenario in which the company
refinances its secured maturities at an 80% advance rate.
However, Fitch views this scenario as less likely given the
company's strategy to unencumber assets.

Fitch calculates liquidity coverage as sources (cash, availability
under the revolving credit facility and retained cash flow from
operations after dividends) dividend by uses (debt maturities and
recurring capital expenditures).

Asset Quality Lower than Peers

Fitch considers BRX's asset quality to be at or near the low end
of its publicly traded peers, based on the portfolio's current
operating metrics, including occupancy and rent per square foot
(psf), surrounding demographics and exposure to tertiary markets.

Deferred maintenance due to lack of reinvestment under financially
stressed previous owner Centro Properties is partly responsible
for BRX's weak relative operating metrics.  Fitch expects BRX to
continue the program of reinvestment in its properties started
under Blackstone's ownership.

Longer term, Fitch expects BRX to reduce its exposure to secondary
and tertiary markets by selling assets and recycling capital into
primary markets.  Although BRX's asset quality is below its
publicly traded REIT peers, it compares favorably with the stock
of U.S. retail properties, generally.

Concentrated Ownership

Blackstone remains the largest owner of Brixmor through several of
its sponsored funds, notwithstanding the two secondary offerings
completed during 2014 that have reduced its voting and economic
interests to 55.2% and 56.3%, respectively from 70.3% and 77.2%
subsequent to the company's fourth quarter of 2013 (4Q'13) IPO.

On the positive side, BRX likely benefits from Blackstone's
extensive CRE experience and network of relationships, in Fitch's
view.  Although Blackstone representatives control the majority
(five of nine) of its board seats, BRX has a strong set of
corporate governance practices, including a non-staggered board,
no shareholder rights plan and opting out of Maryland unsolicited
takeover laws that generally favor management entrenchment.

However, Fitch expects Blackstone to favor maximizing value for
shareholders over bondholders, if forced to choose.  Blackstone
plans to exit its investment in BRX during the next three to five
years.  This could limit the company's flexibility to issue
equity, which may be in competition with selling by Blackstone.
REITs have historically relied on the equity capital markets to
fund new investments, as well as to meet maturing debt obligations
during times of economic and financial stress.

These factors may collectively, or individually, result in
positive ratings momentum for Brixmor LLC, based on the
consolidated financial metrics of BRX:

   -- Fitch's expectation of leverage sustaining in the mid-6.0x
      range (leverage was 7.4x for the TTM ended Sept. 30, 2014);

   -- Fitch's expectation of fixed-charge coverage sustaining
      above 2.3x (coverage was 2.2x for the TTM ended Sept. 30,
      2014);

   -- Fitch's expectation of unencumbered asset coverage of
      unsecured debt sustaining above 2.0x (unencumbered assets --
      valued as 3Q'14 annualized unencumbered NOI divided by a
      stressed capitalization rate of 8.5% to unsecured debt was
      2.0x).

These factors may collectively, or individually, result in
negative ratings momentum for Brixmor LLC, based on the
consolidated financial metrics of BRX:

   -- Fitch's expectation of fixed-charge coverage sustaining
      below 2.0x;
   -- Fitch's expectation of leverage sustaining above 7.5x;
   -- Base case liquidity coverage sustaining below 1.25x.


BROWN MEDICAL: Agent Wants to Remove Northstar Plan Evidence
------------------------------------------------------------
Elizabeth M. Guffy, the plan agent under Brown Medical Center,
Inc.'s confirmed Plan of Liquidation, asks the Bankruptcy Court to
strike portions of Northstar Healthcare Acquisitions, LLC and
Northstar Healthcare, Inc.'s notice of designation of record on
appeal and statement of issues.

The plan agent requested that the Court strike from the record on
appeal Northstar's designation of all items that the Court did not
actually consider during the confirmation hearing.  The remaining
designated items in the record would be (i) the docket sheet, (ii)
the plan, (iii) the disclosure statement, (iv) Northstar's
objection to the plan and disclosure statement, (v) the order
confirming the plan and approving the disclosure statement, and
(vi) the transcript of the confirmation hearing.

According to the plan agent, Northstar neither introduced evidence
nor presented any witness at the hearing on the confirmation of
the plan.  On appeal of the confirmation order, Northstar
attempted to remediate its failure to establish an evidentiary
record by designating prior pleadings in this case that were not
part of the record considered by the Court at the confirmation
hearing.

                        About Brown Medical

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities.  The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.

In November 2013, the Bankruptcy Court approved the appointment of
Elizabeth M. Guffy as Chapter 11 trustee.  The trustee hired
Porter Hedges LLP, led by Joshua W. Wolfshohl, Esq., John F.
Higgins, Esq., and James Matthew Vaughn, Esq., Nick D. Nicholas,
Esq., J. Patrick LaRue, Esq., and Craig M. Bergez, as counsel.
The trustee tapped The Claro Group, LLC, as financial advisor and
consultant.

In its schedules, Brown Medical listed $13,807,746 in assets and
$27,716,168 in liabilities.  Brown Medical owes Crown Financial
Funding, LP, the primary secured creditor, pursuant to a pre-
bankruptcy promissory note in the original principal amount of
$2 million, which indebtedness is secured by a security agreement
from Allied Center for Special Surgery, Scottsdale, LLC covering
accounts and accounts receivable which the Debtor has the right to
collect.

The plan of liquidation filed by the Chapter 11 trustee became
effective on Oct. 1, 2014.  Under the Plan, the remaining assets,
including cash and the right to receive a portion of the net
proceeds from ongoing collection of accounts receivable, will vest
in the "liquidating debtor" -- the company after the effective
date of the plan.


BRUSH CREEK AIRPORT: Files Second Amended Plan
----------------------------------------------
Brush Creek Airport, LLC, filed a Second Amended Plan of
Reorganization and explanatory Disclosure Statement on Nov. 20,
2014.

CBC claims to be owed $364,039 in principal with interest accruing
at the contract rate of 16% on the Ironwood Loan, secured by 91 of
the Debtor's 97 lots, and $5,098,448 owed Loan 401 and Loan 801.

CBC asserts that the value of the Debtor's real estate is
$2,400,000, including the 6 Lots against which CBC does not have a
security interest.  Under the Plan, CBC will be paid 100% of its
allowed secured claim on account of the Ironwood Loan on the
Effective Date out of the investment amount.  On account of Loan
401 and Loan 801, and in accordance with CBC's 11 U.S.C. Sec.
1111(b) election, the Reorganized Debtor will provide CBC with a
financial instrument that provides CBC with a total return of at
least $5,098,448 and has a present value of at least $1,773,502
($2,400,000 less Sec. 507(a)(8) tax claims of $41,461, less tax
lien Claims of $220,998, less the Class 2-A Secured Claim of
$364,039).  On the Effective Date, the Reorganized Debtor will
provide CBC with a 30 year U.S. Treasury Bond in an initial
principal amount of at least $2,100,493 which will provide a
guaranteed 3% annual return and $5,098,448 on its maturity date in
full and complete satisfaction of CBC's allowed secured claims
against the Debtor's property under 11 U.S.C. Sec.
1129(b)(2)(A)(iii).

During the pendency of this bankruptcy case, the Debtor has not
sought Court approval for any lot sales the purpose of which is to
facilitate the plan funding agreement resulting in an infusion of
cash to support the Debtor's Plan.

Prior to the Petition Date, a dispute arose between the Buckhorn
Ranch Association, Inc. and the Debtor.  Specifically, the
Association claims the Debtor is liable to the Association for
$216,050 for homeowner association dues and fees from January 2011
forward including $75,625 in dues and fees and $140,425 in late
fees, penalties, interest, and lien fees.  The Debtor has reached
a settlement with the Association that will eliminate a disputed
claim of $200,000 against the Debtor's real estate.  The Debtor
agrees to begin paying its ordinary dues and assessments to the
Association beginning on January 1, 2015 (in the amount of
$11,640).  The Debtor does not intend to pursue preference,
fraudulent conveyance, or other avoidance actions.

Holders of allowed unsecured claims against the Debtor, including
any allowed penalty Claims held by any taxing authority which are
not related to actual pecuniary loss, will each receive its pro-
rata share of 25% of the net profits fund over the five year term
of this Plan.

On the Effective Date of the Plan, all equity interests in the
Debtor will be voided and shall vest in the Reorganized Debtor.

The Reorganized Debtor will fund its Plan obligations with the
Investment Amount, the sale of 4 Lots, its share of the Equity
Waterfall Fund and operation of the Water Company.

A copy of the Disclosure Statement dated Nov. 20, 2014, is
available for free at:

   http://bankrupt.com/misc/Brush_Creek_2nd_Am_Plan_DS.pdf

                    About Brush Creek Airport

Brush Creek Airport, LLC, is the real estate developer of the
Buckhorn Ranch Subdivision in unincorporated Gunnison County, near
Crested Butte, Colorado. The Buckhorn Ranch Subdivision consists
of 249 lots and features a private airstrip and fishing and
recreational licenses for a portion of the Upper East River.  It
owns 97 improved lots in the Buckhorn Ranch Subdivision that are
available for construction, but upon which no homes have been
built.  It also owns the Upper East River Water Company, LLC which
provides water taps for lots and water services for homes in the
subdivision.

Brush Creek Airport, LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Col. Case No. 14-14630) in Denver on April 10, 2014.
The Debtor estimated assets of $10 million to $50 million and debt
of $1 million to $10 million.

The Debtor has employed Sender Wasserman Wadsworth, P.C. as
counsel and 5280 Accounting Services, LLC as accountants and
bookkeepers.


C.P. HALL: Ill. App. Affirms Ruling in "Shipley" Suit
-----------------------------------------------------
James Shipley served a citation on defendant C.P. Hall Company, a
defunct asbestos distributor which plaintiff won a $3 million
judgment.  Months later, after C.P. Hall filed for bankruptcy, the
plaintiff filed motions alleging that Stephen Hoke (former
attorney for C.P. Hall), Patrick Shine (president and owner of
C.P. Hall), and Cooney and Conway LLC (a law firm that won
hundreds of judgments against C.P. Hall on behalf of asbestos
plaintiffs), violated the restraining provision of the citation
issued to C.P. Hall.  Citing section 2-1402(f)(1) of the Code of
Civil Procedure, the plaintiff sought a judgment holding Hoke,
Shine, and Cooney jointly and severally liable for the entire $3
million judgment.  In the spring of 2013, the trial court issued
separate orders finding that it lacked (1) subject-matter
jurisdiction over Shine and (2) personal jurisdiction over Hoke
and Cooney.

The Plaintiff appeals, arguing that (1) the termination of
supplementary proceedings did not deprive the trial court of
subject-matter jurisdiction over the plaintiff's enforcement
motions, and (2) the plaintiff's failure to issue separate
citations to Hoke, Shine, and Cooney did not deprive the court of
personal jurisdiction over those parties.

The Appellate Court of Illinois, Fourth District, ruled that
although it agrees that the court had subject-matter jurisdiction
over the plaintiff's enforcement motions and personal jurisdiction
over Hoke and Shine, the Appellate Court concluded that Hoke and
Shine properly invoked the termination of supplementary
proceedings as an affirmative defense, precluding the plaintiff's
right to relief under section 2-1402(f)(1) of the Code.

The Appellate Court further concluded that the plaintiff's failure
to issue a separate citation to Cooney deprived the court of
personal jurisdiction over Cooney.

Accordingly, the Appellate Court affirmed the court's judgment in
both appeals.

The appeals case is JAMES SHIPLEY, as Independent Executor of the
Estate of Janet Shipley, Deceased, Plaintiff-Appellant, v. STEPHEN
HOKE, PATRICK SHINE, and COONEY & CONWAY, Defendants-Appellees,
and THE C.P. HALL COMPANY, Defendant, NOS. 4-13-0810, 4-13-0837
CONS (Ill. App.).  A full-text copy of the Decision dated Nov. 24,
2014, is available at http://is.gd/Ojw7cYfrom Leagle.com.


CALIFORNIA COMMUNITY: Plan Outline Hearing Continued to Dec. 10
---------------------------------------------------------------
The Bankruptcy Court continued until Dec. 10, 2014, at 10:00 a.m.,
the hearing to consider approval of the Disclosure Statement
explaining California Community Collaborative, Inc.'s Plan of
Reorganization.

The Plan provides that the Debtor will deposit post-confirmation
rents into a specific Creditor Account and will make disbursements
to claim holders, including with priority the holders of claims
with a security interest in the rents, from that account.

To fund disbursements to claim holders under the Plan, the Debtor
is to continue to operate its business and to lease space at its
office building at 655 West 2nd Street, San Bernardino,
California, over a period of approximately three years following
the confirmation date, and is to use net rental income to fund
disbursements to claim holders under the Plan.  The Debtor will
sell or refinance the Real Property, and net proceeds after
payment of claims secured by the Real Property will be used to pay
in full all allowed claims secured by the Real Property and to
fund distributions under the Plan, including to the holders of
Class 4 allowed claims.  The disbursements will be completed by
Oct. 2017.

Under the Plan, priority unsecured claims are unimpaired and will
be paid in full with applicable post-petition interest, on or
before the effective date of the Plan.

The $147,389 in secured claim of San Bernardino County Tax
Collector will be paid in full with interest, while the
$9.53 million in secured claim of California Bank & Trust will
bear interest at the rate of 5.5% per year from the confirmation
date.  Up to the confirmation date, the Debtor must make adequate-
protection payments to the Bank.  Beginning Feb. 15, 2015, and the
15th day of each month thereafter until the claim is paid in full,
the the Debtor will pay the Bank the amount of $43,083.33
consisting of interest only on the claim.

As of the confirmation date, (i) the lease with the Judicial
Council of California will be deemed assumed, and the claim will
be unimpaired; (ii) the contract with Amtech Elevator Services
will be deemed assumed, and the Debtor will, within six months of
the effective date, cure all monetary and other defaults under the
lease existing as of the confirmation date; and (iii) the contract
with All American Alliance Guard Servs., Inc., will be deemed
assumed, and the claim will be unimpaired.

Claims of general unsecured creditors are to receive a
distribution of 100% of their allowed claims, with interest, to be
distributed through twice-annual disbursements over a period of no
more than approximately three years.

Equity interest holder Merrell Schexnydre will retain his interest
in the Debtor.

The Debtor will be authorized to maintain and conduct its normal
business post-confirmation.

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

                        http://is.gd/8e2JaE

                    About California Community

California Community Collaborative, Inc., filed a Chapter 11
bankruptcy petition (Bankr. E.D. Cal. Case No. 14-26351) on
June 17, 2014.  Merrell G. Schexnydre, the company's president,
signed the petition.  The Debtor estimated assets of at least
$10 million and liabilities of $1 million to $10 million.  The
Debtor is represented by Meegan, Hanschu & Kassenbrock.  Judge
Christopher M. Klein presides over the case.


CAROLINE WYLY: Wants Bankruptcy Judge to Stop District Judge
------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Caroline D. Wyly, the bankrupt widow of Texas
billionaire Charles Wyly, asked the judge in her Dallas bankruptcy
to tell a district judge in New York that she can't proceed with
part of a lawsuit by the Securities and Exchange Commission,
saying the automatic stay arising from her bankruptcy should have
barred the SEC from adding her as a so-called relief party in the
New York suit.

According to the report, although she said she won't argue that
the asset freeze shouldn't have applied to her, Caroline Wyly
nonetheless wants the bankruptcy judge to rule that the SEC
violated the stay by naming her as a relief defendant.

Caroline Wyly's bankruptcy is In re Caroline D. Wyly, 14-35074, in
U.S. Bankruptcy Court, Northern District Texas (Dallas).


CASA CASUARINA: Court Orders Mediation on Outstanding Claims
------------------------------------------------------------
U.S. Bankruptcy Judge Laurel M. Isicof directed Casa Casuarina,
LLC, to participate in mediation to resolve outstanding claims.

The Court, in its Oct. 30, 2014 order, ruled that mediation will
be scheduled within 60 days of the date of the order.  The parties
may agree on one of these mediators: (i) Francis Carter, Esq.;
(ii) Charles Throckmorton, Esq., and (iii) Thomas Messana, Esq.,
well as the time and location of the mediation conferences.

All parties will attend mediation with an authorized
representative with absolute authority to enter into a full and
complete compromise and settlement.  If a party fails to appear,
or appears without settlement authority, the Court has the right
to impose appropriate sanctions against that party, including the
taxing of costs, mediators fees and attorneys fees for opposing
counsel.

                       About Casa Casuarina

Casa Casuarina, LLC, owner of Gianni Versace's former South Beach
mansion on Ocean Drive in Miami Beach, Florida, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 13-25645) in Miami on July 1,
2013.  Peter Loftin signed the petition as manager.  Judge Laurel
M. Isicoff presides over the case.  The Debtor estimated assets of
at least $50 million and debts of at least $10 million.  Joe M.
Grant, Esq., at Marwill Socarras Grant, P.L., serves as the
Debtor's counsel.

Until his Ponzi scheme fell apart in 2009, Scott Rothstein had
controlled the company that owned the property.  Herbert Stettin
is the Chapter 11 trustee for Rothstein's law firm Rothstein
Rosenfeldt Adler PA, which has been in Chapter 11 liquidation
since November 2009.

Before Casa Casuarina filed for bankruptcy, Mr. Stettin had
reached agreement to settle his claim to partial ownership.

In its schedules, the Debtor disclosed $79,005,976.66 in total
assets and $32,506,799.29 in total liabilities as of the Petition
Date.

The Court confirmed the Debtor's Amended Plan of Reorganization.


CLEAREDGE POWER: Bankruptcy Case Transferred to Oakland Division
----------------------------------------------------------------
Bankruptcy Judge Charles Novack entered an order transferring the
Chapter 11 cases of Clearedge Power, Inc., et al., to the Oakland
Division effective Oct. 14, 2014.

According to the Debtor's case docket, the new case number is
14-44191.  All further pleadings for the case must be filed under
Case No. 14-44191 in the Oakland Division electronically
or in paper at 1300 Clay Street, Suite 300, Oakland,
California.

                      About ClearEdge Power

Sunnyvale, California-based ClearEdge Power Inc. and two other
affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Cal. Lead Case No. 14-51955) on May 1, 2014, in San Jose.
Affiliates ClearEdge Power, LLC, and ClearEdge Power International
Service, LLC, are based in South Windsor, Connecticut, where the
manufacturing operations are located.

Privately held ClearEdge designs, manufactures, sells and services
distributed generation fuel cell systems for commercial,
industrial, utility and residential applications.  ClearEdge
bought United Technologies Corp.'s UTC Power division in late
2012.  ClearEdge sought bankruptcy protection just a week after
shutting operations.

John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as
counsel to the Debtors.  Insolvency Services Group, Inc., serves
as noticing and claims agent.

ClearEdge Power disclosed $31.3 million in assets and $67.4
million in liabilities as of the Chapter 11 filing.

Power Inc. estimated $100 million to $500 million in both assets
and debts.

The petitions were signed by David B. Wright, chief executive
officer.

On May 22, 2014, the U.S. Trustee for Region 17 appointed five
creditors to serve in the Committee.  The Committee has hired
Brown Rudnick as Counsel and Teneo Securities as financial
advisors.


CODA HOLDINGS: Ex-Partner Says $14M Clawback Suit Belongs in China
------------------------------------------------------------------
Law360 reported that the former joint venture partner of defunct
electric carmaker Coda Holdings Inc. urged a Delaware bankruptcy
judge to throw out an adversary action the debtor's estate
launched to clawback nearly $14 million and assert breach-of-
contract claims against it, arguing the case belongs in China.

According to the report, at a status conference in Wilmington,
Amiad Kushner, Esq. -- akushner@lowenstein.com -- of Lowenstein
Sandler LLP -- an attorney for Tianjin Lishen Battery Joint Stock
Co. Ltd. and the other defendants in the adversary complaint --
made a brief presentation to U.S. Bankruptcy Judge Christopher S.
Sontchi outlining the argument that the complaint should be
dismissed under the so-called forum non conveniens doctrine.

The adversary case is Madden v. Tianjin Lishen Battery Joint Stock
Co. Ltd. et al., case number 1:14-ap-50637, in the same venue.

                        About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  Coda Automotive Inc.,
disclosed $24,950,641 in assets and $95,859,413 in liabilities as
of the Chapter 11 filing.  The Debtors have incurred prepetition a
significant amount of secured indebtedness: secured notes of with
principal in the amount of $59.1 million; term loans in the
principal amount of $12.6 million; and a bridge loan with $665,000
outstanding.  FCO and other bridge loan lenders have "enhanced
priority" over other secured noteholders that did not participate
in the bridge loans, pursuant to the intercreditor agreement.

Jeffrey M. Schlerf, Esq., John H. Strock, Esq., and L. John Bird,
Esq., at Fox Rothschild LLP are the counsel for the Debtors.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its chief
restructuring officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.  Brent T. Robinson, Esq., at Robinson, Anthon & Tribe
represents the Debtors in their restructuring efforts.

The Committee tapped Brown Rudnick as its counsel and Deloitte
Financial Advisory Services LLP as its financial advisor.

Adoc Holdings, Inc., formerly known as Coda Holdings, Inc., et
al., notified the U.S. Bankruptcy Court for the District of
Delaware that the Effective Date of their Third Amended Chapter 11
Plan of Liquidation occurred on March 5, 2014.


COLDWATER CREEK: Trustee Wants Removal Period Extended to March
---------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Dec. 3, 2014, at
10:45 a.m., to consider CWC Liquidation Inc., formerly known as
Coldwater Creek Inc., et al.'s motion for an extension of the time
to remove actions.

The Liquidating Trustee of the CWC Creditors' Liquidating Trust is
requesting the Court to further extend the period within which the
Liquidating Trustee, as successor-in-interest to the Debtors, may
remove actions to federal district court until March 5, 2015.

According to the Liquidating Trustee, since the Sept. 26, 2014
Effective Date, it has been reviewing and reconciling, and has
begun to prepare objections to, the more than 2,500 proofs of
claim that have been filed in the cases.  The efforts have
included, and will continue to include, work to resolve Claims
that remain subject to litigation pending in other jurisdictions.

                      About Coldwater Creek

Coldwater Creek is a multi-channel retailer that offers its
merchandise through retail stores across the country, its catalog
and its e-commerce Web site, http://www.coldwatercreek.com/
Originally founded in Sandpoint, Idaho in 1984 as a direct,
catalog-based marketer, Coldwater evolved into a multi-channel
specialty retailer operating 334 premium retail stores, 31 factory
outlet stores and seven day spa locations throughout the United
States.

As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.

Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on
April 11, 2014, to liquidate their assets.

Coldwater Creek Inc. disclosed assets of $721,468,388 plus
undetermined amount and liabilities of $425,475,739 plus
undetermined amount.  Affiliate Coldwater Creek U.S. Inc.
estimated $100 million to $500 million in assets and liabilities.

The Debtors have drawn $37.5 million and have approximately $10
million in letters of credit outstanding under a senior secured
credit facility (ABL facility) provided by lenders led by Wells
Fargo Bank, National Association, as agent.  The Debtors also owe
$96 million, which includes accrued interest and approximately $23
million representing a prepayment premium payable, under a term
loan from lenders led by CC Holding Agency Corporation, as agent.
Aside from the funded debt, the Debtors have accumulated a
significant amount of accrued and unpaid trade and other unsecured
debt in the normal course of their business.

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.

The U.S. Trustee for Region Three named seven creditors to serve
on the official committee of unsecured creditors.  Lowenstein
Sandler LLP represents the Committee.

CWC Liquidation Inc., formerly known as Coldwater Creek Inc., et
al., notified the Bankruptcy Court that the effective date of its
Modified Third Amended Joint Plan of Liquidation occurred on
Sept. 26, 2014.


COMMUNITY ACTION: Gets $120,000 in New State Funding
----------------------------------------------------
Irene North at Starherald.com reports that Community Action
Partnership of Western Nebraska, Inc., got $120,000 of the $1
million in new state funding for seven federally qualified health
centers, which board president Tim Nolting said will go to the
core of the Debtor's ability to get out of Chapter 11 bankruptcy.

Citing HCAN director Nancy Thompson, Starherald.com relates that
efforst of State Sen. John Harms, who was recognized Tuesday as
Health Advocate of the Year by the Health Center Association of
Nebraska at the Debtor's office in Scottsbluff, in the last
Nebraska legislative session expanded funding for Nebraska's seven
federally qualified health centers and in turn expanded access to
affordable, quality care for hundreds of medically underserved
throughout the state.

The Debtor, according to Starherald.com, serves more than 7,000
people each year at the health center.

               About Community Action Partnership

Community Action Partnership of Western Nebraska, Inc., fdba
Panhandle Community Services, based in Gering, Nebraska, filed for
Chapter 11 bankruptcy (Bankr. D. Neb. Case No. 14-41212) on July
8, 2014, in Lincoln.  David Grant Hicks, Esq., at Pollak, Hicks, &
Alhejaj, P.C., serves as the Debtor's counsel.  In its petition,
CAPWN estimated $1 million to $10 million in both assets and
liabilities.  The petition was signed by Margo Hartman, interim
executive director.


CONDOR DEVELOPMENT: Confirms Plan of Reorganization
---------------------------------------------------
Bankruptcy Judge Timothy W. Dore signed off a stipulated order
confirming the Fifth Amended Plan of Reorganization dated Sept.
29, 2014, for Seattle Group, LTD doing business as Comfort Inns &
Suites.

The stipulation with EastWest Bank, N.A., a secured and unsecured
creditor in the case, provides that EastWest Bank's amended
objection is deemed withdrawn, and the Plan is confirmed, subject
to changes to the Plan, among other things:

   a. The definition of Allowed Unsecured EastWest Bank Unsecured
Claim set forth in Section III.B.18 of the Plan will be amended to
read as:

   "Allowed EastWest Bank Unsecured Claim" means the Unsecured
Claim of EastWest bank, which pursuant to the terms of the
settlement, will be $1,580,000 million."

   b. The first sentence of Section V. C of the Plan regarding the
treatment of the Allowed Unsecured Claim of EastWest Bank will be
amended to read as:

   "The Allowed Class 6 Claims including the Allowed EastWest Bank
unsecured Claim will be paid as: (i) pro rata from an annual
payment commencing on the first anniversary of the Effective date
of 50% of the Net Cash Flow which payments will continue until a
sale, at which time the allowed Class 6 claims will be paid the
balance of the net proceeds of sale available after the payment of
the sum of all unpaid Class 1 through 5 Allowed Claims.

Judge Dore also ordered that Michael Seibert will act as the
disbursing agent for payments to be made under the Plan.

As reported in the Troubled Company Reporter on July 29, 2014,
EastWest Bank, objected to the Debtors' Fourth Amended Joint Plan.
EWB is the holder of three promissory notes executed by Condor in
favor of Washington First International Bank in the total
principal amount of $7,965,000.  EWB is the successor-in-interest
to Washington First International Bank under the Purchase and
Assumption Agreement Whole Bank between the Federal Deposit
Insurance Corporation as receiver for WFIB and EWB.

Condor is in default under the promissory note dated Nov. 15,
2005, for failure to pay all outstanding indebtedness by March 31,
2012.  The principal amount of indebtedness owed to lender as of
the petition date is $785,957.  As of March 31, 2012, the total
loan balance owed to EWB under the First Note is no less than
$792,632.

According to EWB, the Debtors' Plan provided for the sale of the
properties after an appropriate period of marketing with a new
broker put in place by the Conservator that replaced the Debtors'
previous broker.  The Plan further provided that EWB would retain
its liens on the properties, with interest accruing at the rate of
Prime plus 1% per annum with a minimum rate of 5%.

EWB also stated that there is no basis to separately classify
EWB's deficiency claim.

EWB is represented by Brian T. Peterson, Esq., and David C. Neu,
Esq., at K&L GATES LLP.

Equity owners -- Michael J. Seibert as the conservator of the
estate of Joseph Ciaramella; and Laura Ciaramella (the Ciaramellas
being the sole members in Debtor Condor Development, LLC, and
together with Condor, a California general partnership in which
they are partners, the owners of Debtor Seattle Group, Ltd. --
stated in court papers they conditionally support confirmation of
the Debtors' Fourth Amended Plan.

As reported in the TCR, the Debtors' Plan, as amended, provides
for full payment of all secured and priority unsecured creditors
and a distribution to unsecured creditors out of quarterly
payments of Net Cash Flow.  It also contemplates the potential
sale of substantially all of the Debtors' property used in
operating the Comfort Inns and Suites Hotel and relate property
after a sustained 12-36 month period of improved operations and a
period of removal of the Property from the market.

The Debtors' Owners have also agreed to make available to the
Hotel a $500,000 line of credit and a $100,000 equity contribution
for capital improvements during the period of operations subject
to approval of the Conservatorship Court.

Under the Second Amended Disclosure Statement, the Debtors
revealed that as of April 11, 2014, they had made payments to East
West Bank of over $691,000 since the Petition Date -- most of
which was paid by the Conservator who has made monthly payments of
$34,500 to secured lender East West Bank every month since
February 2013.  Despite these payments, East West Bank filed a
motion for relief from stay and an order was entered granting
relief from stay, but prohibiting East West bank from selling the
property located in SeaTac, Washington, until after July 31, 2014
-- the Conditional Stay Order -- in order to provide the Debtors
with the opportunity to obtain confirmation of the Plan.

A copy of the Debtors' April 11, 2014 Second Amended Disclosure
Statement is available for free at:

         http://bankrupt.com/misc/Condor_2ndAmdDS.PDF

                    About Condor Development

Condor Development LLC, aka Ciara Inn and Condor Management Group,
operates the Comfort Inn Suites, a hotel located at SeaTac,
Washington.

Condor Development filed a Chapter 11 petition (Bankr. W.D. Wash.
Case No. 12-13287) on March 30, 2012, in Seattle.  In its
schedules, the Debtor disclosed $16.4 million in total assets and
$9.11 million in total liabilities.

Affiliate Seattle Group also filed for Chapter 11 protection
(Bankr. Case No. 12-13263) on March 30, 2012.  The Debtor
disclosed $15,501,088 in assets and $10,409,935 in liabilities as
of the Chapter 11 filing.

Vortman & Feinstein and Larry B. Feinstein initially represented
the Debtors as counsel.  They later withdrew from the case and
were replaced by Lane Powell PC.  Mary Jo Heston, Esq., of Lane
Powell PC now serves as counsel to the Debtors.

Seattle Group, Ltd., and Condor Development LLC filed a plan of
liquidation that proposes the sale of substantially all of their
real and personal property used in operating the Comfort Inns and
Suites Hotel and related personal property.

In January 2013, the case was reassigned to Judge Timothy W. Dore.


CORINTHIAN COLLEGES: Collection Agency Wants Special Treatment
--------------------------------------------------------------
Education Credit Management Corporation, a student loan debt
collection agency, is asking Congress for special treatment in
Chapter 11, Ben Miller, writing for Edcentral.org, reports.

Corinthian Colleges Inc. entered into an agreement with ECMC,
wherein ECMC's newly formed nonprofit education entity, Zenith
Education Group, will acquire 56 Everest and WyoTech campuses for
transition to nonprofit status.  As reported by the Troubled
Company Reporter on Nov. 24, 2014, Chelsey Dulaney and Alan Zibel,
writing for The Wall Street Journal, reported that the Debtor
agreed to sell the bulk of its campuses to Zenith Education for
$24 million as it winds down its operations.  The U.S. Department
of Education announced on Nov. 20, 2014, its support of the
agreement.  The transaction is subject to the approval of
Department officials.

Citing people familiar with the matter, Edcentral.org relates that
ECMC is asking Congress to make a special change to the rules that
govern a college's eligibility for federal student aid once it
declares bankruptcy.  Under the law, a bankrupt college is no
longer considered to be an institution of higher education, which
immediately triggers its loss of federal student aid.

Edcentral.org says that the requested change presumably would help
the sale still go through if the Debtor cannot stay solvent until
the deal closes, and might stop creditors from going after the
Debtor and further insulate ECMC from the Debtor.

Corinthian Colleges, Inc. offers post-secondary courses in the
areas of health care, business, criminal justice, transportation
technology and maintenance, information technology, and
construction trades.  The Santa Ana, California-based Company
currently caters to 81,300 students.


COUNTRY STONE: U.S. Trustee Forms 5-Member Creditors Committee
--------------------------------------------------------------
Nancy J. Gargula, U.S. Trustee for the Central District of
Illinois appointed five creditors to serve in the Official
Committee of Unsecured Creditors in the Chapter 11 cases of
Country Stone Holdings, Inc., et al.

The Committee is consists of:

      1. MATHEW PECKHAM, VP of pperations
         Business to Business Logistics
         161 S Lincolnway, Suite 304
         North Aurora, IL 60542
         Tel: (630) 246-2611
         Fax: (630) 246-2615
         E-mail: mpeckham@shipBTB.com

      2. Michael Chase, secretary/corp. counsel
         Chromascape Inc., doing business as Amerimulch
         2055 Enterprise Pkwy.
         Twinsburg, OH 44087
         Tel: (330) 425-4244
         Fax: (330) 425-4240
         E-mail: mikec@chromascape.com

      3. Kristy O'Carz, vice president
         Olympic Forest Products
         2200 Carnegie Ave.
         Cleveland, OH 44115
         Tel: (216) 421-2775
         Fax: (216) 421-0402
         E-mail: k.ocarz@olyforest.com

      4. Mark Freedman, controller/VP of Finance
         Poly Pak America, Inc.
         2939 E. Washington Blvd
         Los Angeles, CA 90023
         Tel: (323) 264-2400
         Fax: (323) 264-2307
         E-mail: mfreedman@polypak.com

      5. Randy Vogel, president
         Vogel Seed And Fertilizer, Inc., dba Spring Valley
         1891 Spring Valley Road
         Jackson, WI 53037
         Tel: (262) 677-2273
         Fax: (262) 677-2961
         E-mail: randyv@springvalleyusa.com

                        About Country Stone

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

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

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

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

Nancy J. Gargula, U.S. Trustee for the Central District of
Illinois, was scheduled to convene a meeting of creditors Nov. 19,
2014, at 10:00 a.m., in the Chapter 11 cases of Country Stone.


CRAIGHEAD COUNTY: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Craighead County Fair Association filed with the U.S. Bankruptcy
Court for the Eastern District of Arkansas its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $25,114,419
  B. Personal Property            $1,598,181
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,369,147
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                          $457,577
                                 -----------      -----------
        Total                    $26,712,600       $9,826,724

A copy of the schedules is available for free at
     http://bankrupt.com/misc/CraigheadCounty_33_SALs.pdf

                    About Craighead County Fair

Craighead County Fair Association filed a bare-bones Chapter 11
bankruptcy petition (Bankr. E.D. Ark. Case No. 14-15490) in
Jonesboro, Arkansas, on Oct. 13, 2014.

The Debtor, which is doing business as the Northeast Arkansas
District Fair, estimated $10 million to $50 million in assets and
debt.  The case is assigned to Judge Audrey R. Evans.


CRAIGHEAD COUNTY: James F. Dowden Approved as Bankruptcy Counsel
----------------------------------------------------------------
U.S. Bankruptcy Judge Audrey R. Evans authorized Craighead County
Fair Association to employ the firm of James F. Dowden, PA, as
counsel.

The Debtor will pay the firm's personnel at its hourly rate of
$300.  The firm has received a $20,000 retainer prepetition.

To the best of the Debtors' knowledge, 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:

         James F. Dowden, P.A.
         212 Center Street, Tenth Floor
         Little Rock, AR 72201
         Tel: (501) 324-4700
         Fax: (501) 374-5463
         E-mail: jfdowden@swbell.net

                    About Craighead County Fair

Craighead County Fair Association filed a bare-bones Chapter 11
bankruptcy petition (Bankr. E.D. Ark. Case No. 14-15490) in
Jonesboro, Arkansas, on Oct. 13, 2014.

The Debtor, which is doing business as the Northeast Arkansas
District Fair, disclosed $26,712,600 in assets and $9,826,724 in
liabilities as of the Petition Date.  The case is assigned to
Judge Audrey R. Evans.


CROSSFOOT ENERGY: Has Interim Authority to Use Cash Collateral
--------------------------------------------------------------
Judge Russell F. Nelms of the U.S. Bankruptcy Court for the
Northern District of Texas, Fort Worth Division, gave Crossfoot
Energy, LLC, et al., interim authority to use cash collateral
securing their prepetition indebtedness from Prosperity Bank.

Under their prepetition loan agreement, Prosperity Bank extended
$20,000,000 to the Debtors.  The Debtors' representative testified
in Court that he believed that the Debtors owed Prosperity Bank
approximately $12.2 million and that the Bank had valid liens.

The Bank objected to the Debtors' proposed use of cash collateral
absent the Debtors providing to the Bank adequate protection of
its interests in the property of the Debtors, virtually all of
which serve as the bank's collateral.

Key Energy Services, LLC, a secured creditor, filed a limited
objection to the cash collateral request as no budget was provided
prior to the hearing on the interim approval of such request.

The Court will conduct another hearing on the Debtors' proposed
use of cash collateral on Dec. 19, 2014, at 10:30 a.m.

Attorneys for Prosperity Bank:

         David Weitman, Esq.
         Megan Whisler, Esq.
         K&L GATES LLP
         1717 Main St., Suite 2800
         Dallas, TX 75201
         Tel: (214) 939-5500
         Fax: (214) 939-5849
         E-mail: david.weitman@klgates.com
                megan.whisler@klgates.com

Attorneys for Key Energy:

         Zachary S. McKay, Esq.
         Carl Dore, Jr., Esq.
         DORE LAW GROUP, P.C.
         17171 Park Row, Suite 160
         Houston, TX 77084
         Tel: (281) 829-1555
         Fax: (281) 200-0751
         E-mail: zmckay@dorelawgroup.net
                carl@dorelawgroup.net

                      About CrossFoot Energy

Based in Fort Worth, Texas, with a field office in Midland, Texas,
CrossFoot Energy, LLC, and its affiliates operate an oil and gas
company focused on the acquisition and improvement of lower-risk,
long live proven reserves.  CrossFoot's primary production occurs
out of the Siluro-Devonian formation with significant additional
shallower reserves behind-pipe in the Spraberry, Wolfcamp, Strawn,
Penn Lime and Mississippian formations.

CrossFoot Energy, LLC, and its affiliates sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 14-44668) in Ft. Worth,
Texas on Nov. 20, 2014.  The case is assigned to Judge Russell F.
Nelms.  Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Ft.
Worth, Texas, serves as counsel to the Debtors.

As of the Petition Date, secured creditor Prosperity Bank is owed
$12. 1 million.


CROSSFOOT ENERGY: Files List of Largest Unsecured Creditors
-----------------------------------------------------------
CrossFoot Energy, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Texas, Fort Worth Division, its list of
creditors holding largest unsecured claims:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
For His Glory #2                   Trade Debt             $36,920
c/o Bajtala Management, Inc.
136 Edwards St.
Bishop, CA 93514
Tel: 760-873-7900

Weaver and Tidwell, LLP            Trade Debt              $2,550
2821 West 7th St., Suite 700
Fort Worth, TX 76107
Tel: 817-882-7740

Carabella, Inc.                    Trade Debt                $200
PO Box 3788
Midland, TX 79702

                      About CrossFoot Energy

Based in Fort Worth, Texas, with a field office in Midland, Texas,
CrossFoot Energy, LLC, and its affiliates operate an oil and gas
company focused on the acquisition and improvement of lower-risk,
long live proven reserves.  CrossFoot's primary production occurs
out of the Siluro-Devonian formation with significant additional
shallower reserves behind-pipe in the Spraberry, Wolfcamp, Strawn,
Penn Lime and Mississippian formations.

CrossFoot Energy, LLC, and its affiliates sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 14-44668) in Ft. Worth,
Texas on Nov. 20, 2014.  The case is assigned to Judge Russell F.
Nelms.  Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, in Ft.
Worth, Texas, serves as counsel to the Debtors.

As of the Petition Date, secured creditor Prosperity Bank is owed
$12. 1 million.


CRS HOLDING: Court Denies as Moot Bid to Incur Regions DIP Loan
---------------------------------------------------------------
Bankruptcy Judge K. Rodney May, in a final order, denied as moot
CRS Holding of America, LLC, et al.'s motion to incur postpetition
debtor-in-possession financing.

The Court was advised that on Sept. 24, 2014, Regions Bank
terminated the DIP Facility.

As reported in the TCR on Sept. 8, 2014, the Court entered an
interim order authorizing the Debtors to obtain from Regions DIP
financing up to an aggregate principal amount of $750,000.

As security for all postpetition obligations, the lender is
granted a first priority, perfected security interest in and lien
upon all the collateral, senior in all respects to all other
present and future liens or claims, except unavoided and/or
unsubordinated landlord liens pending a final hearing on the
request to obtain financing.

G&I VII Tampa East, LLC, a landlord to the Debtors, asked that if
the Court authorizes the Debtors to obtain postpetition financing,
then provisions must be made to provide for the removal by the
Debtors of hazardous substances and clean up of the three leased
premises in accordance with applicable state and federal
environmental laws designed to protect the public's health and
safety.

The Debtors have filed a motion seeking to reject their lease with
G&I VII, and G&I VII, in response, does not object to the
rejection of the lease provided that the Debtors are directed to
remove the hazardous substances they've accumulated in the
premises and clean up the premises in accordance with applicable
state and federal environmental laws.

                  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
Aug. 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.


CRS HOLDING: Gerard A. McHale Jr. Approved as Chapter 11 Trustee
----------------------------------------------------------------
U.S. Bankruptcy Judge K. Rodney May approved the appointment of
Gerard A. McHale Jr. as Chapter 11 trustee for CRS Holding of
America, LLC, et al.

As reported in the Troubled Company Reporter on Oct. 28, 2014, the
U.S. Trustee, in its motion to approve appointment of Mr. McHale,
said that Mr. McHale's connections with the Debtors, creditors,
any other parties-in-interest, their respective attorneys and
accountants, the U.S. Trustee, are limited to the connections set
forth in the verified statement filed in support of the
application.

As reported in the TCR on Sept. 8, 2014, Guy G. Gebhart, the
Acting U.S. Trustee for Region 21, asked the Court to direct the
appointment of a trustee for the Debtors.

The U.S. Trustee asserted that the appointment of a trustee better
serves the interests of the Debtors' estates and is more
consistent with the policy of the Bankruptcy Code, pointing out
that the scheme of the Bankruptcy Code is hostile to the concept
of a receiver in bankruptcy.  The U.S. Trustee specifically points
to Section 105(b) which expressly prohibits a bankruptcy court
from appointing a receiver.  A receiver has been appointed for the
Debtors, but the U.S. Trustee contends that the receivership is
the creation of another court and, therefore, the receiver answers
to that court, and not to the Bankruptcy Court.  Moreover, the
U.S. Trustee said the receiver's appointment resulted from an
action by a secured creditor and the method by which the receiver
was selected likely did not follow a procedure with similar
safeguards designed to insure disinterestedness.

                  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
Aug. 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.


CRS HOLDING: Trustee Taps Johnson Pope to Assist in Investigation
-----------------------------------------------------------------
Gerard A. McHale, Jr., Chapter 11 trustee for CRS Holding Of
America, LLC, et al., asks the Bankruptcy Court for permission 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.

To the best of the trustee's knowledge, JP 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.


CRUMBS BAKE SHOP: Committee Wants Chapter 11 Cases Dismissed
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Crumbs Bake Shop, Inc., et al., asks the Bankruptcy Court
District of New Jersey to:

   i) allow settlement payment to settle claims filed by the
Committee on behalf of the Debtor; and

  ii) dismiss the Debtors' chapter 11 cases pursuant to Section
1112(b) of the Bankruptcy Code.

As of the Petition Date, the Debtors stated that there remains an
outstanding balance of $9.3 million with respect to the Promissory
Notes.

On July 10, 2014, lender Fischer Enterprises LLC assigned all of
its rights and obligations under the Secured Loan Agreement and
all related loan documents to Lemonis Fischer Acquisition Company
LLC, the purchaser, as evidenced by that certain Assignment of
Loan and Loan Documents dated as of July 10, 2014.

The Committee seeks authorization that the defendants pay
$85,000 to settle and resolve the potential claims that could have
been asserted against them, upon the entry of an order approving
the settlement.  In addition, the settlement provides for a
general mutual release of all claims that the parties, the
defendants on the one hand, and the Debtors' estate on the other
hand may bring against each other.

According to the Committee, because the Debtors will have no
remaining funds to administer the case or confirm a plan, priority
and general unsecured claims will not be paid in the case.

The Debtors' are substantially current in their obligations to pay
administrative obligations incurred after the Petition Date, with
the exception of the fees of professionals.  Any outstanding U.S.
Trustee Fees will be paid prior to the hearing on the motion and
the proceeds of the settlement will be utilized to at least
partially satisfy the allowed fees and expenses of professionals.

The Committee is represented by:

         Kenneth A. Rosen, Esq.
         Sharon L. Levine, Esq.
         Elie J. Worenklein, Esq.
         LOWENSTEIN SANDLER LLP
         65 Livingston Avenue
         Roseland, NJ 07068
         Tel: (973) 597-2500
         Fax: (973) 597-2400

                      About Crumbs Bake Shop

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

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

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

                           *     *     *

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

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

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


CRUMBS BAKE SHOP: Rep. Agreement with Brand Squared Dropped
-----------------------------------------------------------
The Bankruptcy Court authorized Crumbs Bake Shop, Inc., et al., to
reject the representation agreement dated April 4, 2013, with
Brand Squared Licensing, nunc pro tunc to Aug. 29, 2014.

The Court also authorized the Debtor to reject certain executory
contracts and unexpired leases pursuant to Section 363 and 365(a)
of the Bankruptcy Code.

Proofs of claim, if any, arising from the rejection of the
representation agreement will be filed no later than 30 days from
the entry hereof, or Brand Squared will forever be barred from
asserting such claims against the Debtors and their estates.

Brand Squared had objected to the motion.

The Debtors are represented by:

         Michael D. Sirota, Esq.
         David M. Bass, Esq.
         Felice R. Yudkin, Esq.
         COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A.
         A Professional Corporation
         Court Plaza North 25 Main Street
         P.O. Box 800
         Hackensack, NJ 07602-0800
         Tel: (201) 489-3000
         Fax: (201) 489-1536

                      About Crumbs Bake Shop

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

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

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

                           *     *     *

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

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

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


DIOCESE OF HELENA: Seeks Nod of $3.5-Mil. Loan from Placid
----------------------------------------------------------
The Roman Catholic Bishop of Helena, Montana, also known as
Diocese of Helena, asks the Bankruptcy Court to approve a $3.5
million postpetition financing from Placid Enterprises, LLC.

According to the Debtor, the loan will be secured by real
property, with partial paydown requirements if certain of the real
property be sold or transferred.

The loan will only be funded upon confirmation of a Plan of
Reorganization, and on an order approving the motion being entered
no later than Dec. 15, 2014, or by an extended date agreed to by
the parties.

The loan will bear interest at 5% per annum, and would be repaid
in equal monthly installments of $14,583.

A copy of the terms of the loan is available for free at

        http://bankrupt.com/misc/DioceseofHelena_328_DIP.pdf

                    About the Diocese of Helena

The Roman Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (a/k/a Diocese of Helena) sought protection
under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to
resolve more than 350 sexual-abuse claims.  The Chapter 11 case
(Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana.

Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald,
Chtd., serve as counsel to the Debtor.  Gough, Shanahan, Johnson &
Waterman PLLP has been tapped as special counsel to provide legal
advice relating to sexual abuse claims.

Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

The Roman Catholic Bishop of Helena filed its schedules of assets
and liabilities, which show assets with a value of more than
$16.037 million against debt totaling $33.6 million.  The filings
also showed that the diocese has $4.7 million in secured debt.
Creditors of the diocese assert $28.89 million in unsecured
non-priority claims.

The U.S. Trustee for Region 18 appointed seven creditors to serve
on the Official Committee of Unsecured Creditors.  The Committee
has retained Pachulski Stang Ziehl & Jones LLP as counsel.

The Court installed Michael R. Hogan as the legal representative
for these sex abuse victims: (a) are under 18 years of age before
the Claims Bar Date; (b) neither discovered nor reasonably should
have discovered before the Claims Bar Date that his or her injury
was caused by an act of childhood abuse; or (c) have a claim that
was barred by the applicable statute of limitations as of the
Claims Bar Date but is no longer barred by the applicable statute
of limitations for any reason, including for example the passage
of legislation that revives such claims.


DIOCESE OF SPOKANE: Firm Files Bid to Dismiss Mishandling Claims
----------------------------------------------------------------
Dan Morris-Young, writing for National Catholic Reporter, reported
that Paine Hamblen, the law firm accused by the Spokane, Wash.,
diocese of mishandling a 2007 bankruptcy and settlement with
clergy sex abuse victims, filed a motion to dismiss the diocese's
claims in federal bankruptcy court.

According to the report, based in part on depositions from retired
Bishop William Skylstad and Fr. Steven Dublinski, the diocese's
previous vicar general, the filing charges that "the current
claims are simply an attempt to throw mud at Paine Hamblen to try
to get some insurance money."

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan became effective May 31, 2007.


DOMUM LOCIS: Has Until March 6 to File Reorganization Plan
----------------------------------------------------------
The Bankruptcy Court extended Domum Locis LLC's exclusive periods
to file a plan of reorganization until March 6, 2015, the time to
solicit acceptances for that plan until May 5, 2015.

The Debtor in seeking an extension told the Court that it has been
involved in contested litigation with Lloyds since the Petition
Date with respect to issues concerning:

    i) whether the properties are property of the estate;

   ii) Lloyds' First and Second Motions for Relief from Stay;

  iii) Lloyds' allegations regarding bad faith;

   iv) Lloyds' opposition to the Debtor's request for authority to
       utilize of cash collateral and enter into certain
       residential leases, and

   v) other issues.

                       About Domum Locis

Domum Locis LLC filed a Chapter 11 bankruptcy petition (Bankr.
C.D. Cal. Case No. 14-23301) on July 11, 2014.  Michael J.
Kilroy signed the petition as managing member.  The Debtor
estimated assets and liabilities of at least $10 million.  Cypress
LLP serves as the Debtor's counsel.  Judge Robert N. Kwan presides
over the case.

The Debtor selected Cypress LLP as general bankruptcy counsel.

The Debtor reported $14,571,293 in total assets and $11,043,877 in
total liabilities.


DOVER DOWNS: Reports $699K Net Income for Sept. 30 Quarter
----------------------------------------------------------
Dover Downs Gaming & Entertainment, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, disclosing net earnings of $699,000 on $48.0 million of
revenues for the three months ended Sept. 30, 2014, compared with
net earnings of $223,000 on $50.07 million of revenues for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $185 million
in total assets, $68.8 million in total liabilities and total
stockholders' equity of $116 million.

As of Sept. 30, 2014, the Company had total outstanding long-term
debt of $40.5 million under its credit facility.  The facility is
classified as a current liability as of Sept. 30, 2014 in its
consolidated balance sheets as the facility expires on Sept. 30,
2015.  The Company will seek to refinance or extend the maturity
of this obligation prior to its expiration date; however, there is
no assurance that it will be able to execute this refinancing or
extension or, if the Company is able to refinance or extend this
obligation, that the terms of such refinancing or extension would
be as favorable as the terms of its existing credit facility.
These factors raise substantial doubt about the Company's ability
to continue as a going concern, according to the regulatory
filing.

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

                       http://is.gd/mGTzvE

                        About Dover Downs

Owned by Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE),
Dover Downs Hotel & Casino(R) is a gaming and entertainment resort
destination in the Mid-Atlantic region. Gaming operations consist
of approximately 2,500 slots and a full complement of table games
including poker.  The AAA-rated Four Diamond hotel is Delaware's
largest with 500 luxurious rooms/suites and amenities including a
full-service spa/salon, concert hall and 41,500 sq. ft. of multi-
use event space.  Live, world-class harness racing is featured
November through April, and horse racing is simulcast year-round.
Professional football parlay betting is accepted during the
season.  Additional property amenities include multiple
restaurants from fine dining to casual fare, bars/lounges and
retail shops.  For more information, please visit
http://www.doverdowns.com/

As reported by the TCR on Oct. 31, 2014, Dover Downs was notified
by the New York Stock Exchange that the average closing price of
our common stock had fallen below $1.00 per share over a period of
30 consecutive trading days, which is the minimum average share
price for continued listing on the NYSE under the NYSE Listed
Company Manual.

KPMG LLP, in Philadelphia, Pennsylvania, 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's credit facility expires on June 17, 2014, and
at present no agreement has been reached to refinance the debt,
which raises substantial doubt about the Company's ability to
continue as a going concern.


EDENHURST GALLERY: Dickstein Can't Ditch Pawnshop's Mal Suit
------------------------------------------------------------
Law360 reported that a California judge tentatively denied
Dickstein Shapiro LLP's bid to end a pawnshop's suit alleging the
firm cost it $30 million by botching a settlement agreement in a
loan dispute with bankrupt art gallery, Edenhurst Gallery,
trimming a punitive damages claim but ruling malpractice and
contract claims are not time-barred.

According to the report, the suit brought by Beverly Hills
pawnbroker Yossi Dina and his pawnshop Ben Jewelry Inc., which
does business as South Beverly Wilshire Jewelry & Loan, alleges
the pawnbroker hired Dickstein Shapiro to represent him in a state
court dispute over a loan to Edenhurst.  Dina intended to settle
the dispute via an agreement that gave him ownership over 48
paintings, worth $30 million, that had been put up as collateral
for the loan, the report related.  He alleges Dickstein Shapiro
was negligent in the drafting of the settlement document,
sabotaging his ownership of the collateral paintings, the report
added.

The malpractice case is Ben Jewelry Inc. et al. v. Dickstein
Shapiro LLP et al., case number BC501758, in the Superior Court of
the State of California for the County of Los Angeles.

Edenhurst Gallery filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 12-21311) on May 7, 2012.


ENERGY FUTURE: Committee's Challenge Period Extended to Dec. 19
---------------------------------------------------------------
Bankruptcy Judge Christopher S. Sontchi in mid-November signed off
a stipulation and consent order extending the statutory
committee's challenge period as provided in the final order
authorizing Energy Future Holdings Corp., et al.'s use of cash
collateral.

The stipulation provides that the deadline for parties-in-interest
including the Creditors Committee to challenge the stipulations
and admissions contained in the Final Cash Collateral Order is
extended to Dec. 19, 2014, subject to further extension by written
agreement of the TCEH Debtors, the prepetition first lien agents,
the TCEH Fist Lien Ad Hoc Committee and any individual prepetition
First Lien Creditor.

The stipulation was entered among the Debtors, Wilmington Trust,
N.A., as successor collateral agent under that certain credit
agreement dated as of Oct. 10, 2007, Delaware Trust Company, as
successor indenture trustee under that certain indenture dated
April 19, 2011, for the 11.5% senior secured notes due Oct. 1,
2020, the unofficial committee of certain unaffiliated holders of,
inter alia, first lien senior secured claims against the TCEH
Debtors.

                       About Energy Future

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: U.S. Trustee Says PwC Would Be Conflicted
--------------------------------------------------------
Law360 reported that Roberta A. DeAngelis, U.S. Trustee for Region
3, slammed Energy Future Holdings Corp.'s application to hire
PricewaterhouseCoopers LLP, arguing the accounting firm would have
a conflict of interest because it has already been doing work for
one of the bankrupt energy giant's key creditor constituencies.

According to the report, the U.S. Trustee said that PwC was
retained in March 2013 by law firm Paul Weiss Rifkind Wharton &
Garrison LLP to provide tax and restructuring advisory services
for certain first-lien lenders of EFH subsidiary Texas Competitive
Electric Holdings Co. LLC -- whose senior creditors are owed $24.4
billion -- and the accounting firm has continued working for them
since EFH filed for bankruptcy protection.

Energy Future has withdrawn its application to employ
PricewaterhouseCoopers LLP as internal audit, information security
and tax consultants nunc pro tunc the Petition Date.

                       About Energy Future

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

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

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

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

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

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

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

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

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

The Troubled Company Reporter, on Nov. 4, 2014, reported that the
U.S. Trustee for Region 3 appointed five creditors of Energy
Future Holdings Corp. to serve on the Debtor's official committee
of unsecured creditors.


ENERGY FUTURE: Wins Nod to Pay Insiders Under Incentive Plans
-------------------------------------------------------------
The Bankruptcy Court authorized Energy Future Holdings Corp., et
al., to honor obligations to one insider pursuant to the 2014
Luminant Commercial Incentive Plan.

The Debtors are also authorized to continue other programs for 26
members of the Debtors' senior executive team in the ordinary
course of business on a postpetition basis.

The Debtors have offered these (or similar) incentive programs to
their senior executives to provide market-based opportunities to
increase compensation if the Debtors meet or exceed difficult-to-
attain operational and financial metrics.  The programs have been
successful in driving the Debtors' operational and financial
excellence.  The Court has already approved the Annual Incentive
Program and Executive Annual Incentive Program for non-insider
employees.

The Compensation Programs are set forth in the table below:

   Program    Number of     Prepetition  Potential    Payment
              Participants  Amounts Due  Remainder    Timing
   -------    ------------  -----------  of 2014 Cost -------
                                         ------------
2014 Executive   26          $0            $7.93MM    Feb/March
Annual Incentive                                        2015
Plan

2014 Key Leader  19          $0            $2.56MM    Quarterly
Programs

2014 Luminant     1          $0                       Feb/March
Incentive Plan                                          2015

SP Long-Term     29                                   March 2015
Incentive Plan

A copy of the terms of the incentive plan is available for free at

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

                       About Energy Future

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Pulls Out Bid to Hire Ernst & Young as Tax Advisor
-----------------------------------------------------------------
Energy Future Holdings Corp., et al., notified the Bankruptcy
Court they had withdrawn their application to employ Ernst & Young
LLP as providers of tax advisory and information technology.

As reported in the Troubled Company Reporter on Nov. 7, 2014,
Roberta A. DeAngelis, U.S. Trustee for Region 3, objected to
the Debtors' motion for permission to employ Ernst & Young LLP.

According to the U.S. Trustee, EY has an actual conflict by
representing a party with interests that are adverse to the
Debtors' estates.  It notes that the Debtors sought to employ EY
when it has been working for the Ad Hoc Committee of EFIH
Unsecured Noteholders for nearly a year and will continue to do so
at the Debtors' expense.

                       About Energy Future

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Wants Mitsubishi Out Of Comanche Joint Venture
-------------------------------------------------------------
Energy Future Holdings Corp., et al., ask the Bankruptcy Court for
authorization to enter into certain agreement providing for the
withdrawal of the participation of Mitsubishi Heavy Industries,
Ltd. and its affiliates, Mitsubishi Nuclear Energy Systems, Inc.
and MHI Nuclear North America, Inc., from the Comanche Peak Joint
Venture.  By the motion, the Debtors also request that the
Comanche Peak Joint Venture be wholly owned and controlled by the
Debtors.

Together with Luminant and Luminant's parent entity, EFH Corp.,
the entities formed a joint venture for the purposes of holding
the assets of, and conducting the development, construction, and
operating activities of, two new nuclear generation units and the
use of an advanced type of nuclear reactor at the New Units called
the US-Advanced Pressurized Water Reactor.  The terms were
memorialized in a limited liability company agreement, as amended
in January 2009.

The withdrawal agreements consist of, among other things
redemption of MHI's Interests in the Comanche Peak Joint Venture.
MHI will relinquish its membership interests in the Comanche Peak
Joint Venture or claims related to the assets or operations of
Comanche Peak LLC and existing and future nuclear units built by
Comanche Peak LLC.

The Court will consider the matter at a hearing scheduled for
Nov. 20 at 12:00 p.m.  Objections, if any, are due Nov. 13, at
4:00 p.m.

                       About Energy Future

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

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

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

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

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

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

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

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

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


ENERGY FUTURE COMPETITIVE: Posts $38MM Loss in Sept. 30 Quarter
---------------------------------------------------------------
Energy Future Competitive Holdings Company LLC filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, disclosing a net loss of $38 million on $1.81 billion of
operating revenues for the three months ended Sept. 30, 2014,
compared with a net income of $57 million on $1.89 billion of
operating revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2014, showed
$27.9 billion in total assets, $41.3 billion in total liabilities,
and total stockholders' deficit of $13.4 billion.

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

                       http://is.gd/0VsHSX

Dallas-based Energy Future Competitive Holdings Company LLC is
engaged in competitive electricity activities, including
generation, wholesale energy sales and purchases, commodity risk
management, trading activities and retail electricity sales.  The
Company conducts its operations through Texas Competitive Electric
Holdings Company LLC.


EXELIXIS INC: Incurs $62.6-Mil. Net Loss in 3rd Quarter
-------------------------------------------------------
Exelixis, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $62.56 million on $6.29 million of total revenues for the
three months ended Sept. 30, 2014, compared with a net loss of
$67.12 million on $5.47 million of total revenues for the same
period in the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $383.66
million in total assets, $442.17 million in total liabilities and
total stockholders' deficit of $58.51 million.

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

                       http://is.gd/PsDURv

                       About Exelixis Inc.

Headquartered in South San Francisco, California, Exelixis, Inc.,
develops innovative therapies for cancer and other serious
diseases.  Through its drug discovery and development activities,
Exelixis is building a portfolio of novel compounds that it
believes has the potential to be high-quality, differentiated
pharmaceutical products.


EXIDE TECHNOLOGIES: Approved to Pay M Cam's Supplemental Fees
-------------------------------------------------------------
Bankruptcy Judge Kevin J. Carey, in a supplemental order,
authorized Exide Technologies to amend Section 4(i) of M Cam
Inc.'s master services agreement to permit payment of the
supplemental flat fee and expense reimbursement.  The Debtor is
also authorized to pay M Cam the supplemental flat fee and the
expenses reimbursement.

As reported in the TCR on April 17, 2014, the Court authorized the
Debtor and the Official Committee of Unsecured Creditors to employ
M Cam as their intellectual property consultant and broker.

The firm will assist the estate in the analysis, marketing and
potential monetization of the Debtor's patent portfolio through
offset transaction.  The firm will also examine the potential for
non-offset transactions involving portions of the patent portfolio
unrelated to products and services current sold by the Debtor.

The Debtor and Committee tell the Court that the firm will be paid
a fixed fee of $100,000 for services rendered, according to this
scheme:

  Patent Portfolio           Transaction Fee for
  Sale Range                 Specified Range
  ----------------           -------------------
  Less than $50MM            2.5% of gross sale proceeds
  $50MM - $200MM             5% of gross sale proceeds
  $200MM - $350MM            7.5% of gross sale proceeds
  Above $350MM               10% of gross sale proceeds

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

                     About Exide Technologies

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Court Terminates Plan Exclusivity
-----------------------------------------------------
The U.S. Bankruptcy Court terminated Exide Technologies' exclusive
period to propose a Chapter 11 plan.  The Court ordered that any
party-in-interest, including the Official Committee of Unsecured
creditors may file and solicit acceptance of a Chapter 11 Plan.

As reported in the Troubled Company Reporter on Nov. 21, 2014, the
Debtor filed a plan of reorganization and accompanying disclosure
statement providing these terms:

   (a) Reorganized Exide's debt at emergence will comprise: (i) an
       estimated $225 million Exit ABL Revolver Facility; (ii)
       $264.1 million of New First Lien High Yield Notes; (iii)
       $283.8 million of New Second Lien Convertible Notes.  The
       Debtor's non-debtor European subsidiaries are also expected
       to have approximately $23 million.

   (b) The New Second Lien Convertible Notes will be convertible
       into 80% of the New Exide Common Stock on a fully diluted
       basis.

   (c) New Exide Common Stock would be allocated as follows: 15.0%
       to Holders of Senior Secured Note Claims after conversion
       of the New Second Lien Convertible Notes into New Exide
       Common Stock; 3.0% on account of the DIP/Second Lien
       Conversion Funding Fee; and 2.0% on account of the
       DIP/Second Lien Backstop Commitment Fee.

The Debtor's DIP Credit Agreement requires the Debtor to obtain:
(i) Court approval for a disclosure statement no later than
Jan. 15, 2015, (ii) confirmation of an acceptable plan of
reorganization no later than March 10, 2015, and (iii) the
Effective Date for an acceptable plan of reorganization no later
than March 31, 2015.

A full-text copy of the Disclosure Statement dated Nov. 17, 2014,
is available at http://bankrupt.com/misc/EXIDEds1117.pdf

                      About Exide Technologies

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: DIP Loan Maturity Extended Until March 2015
---------------------------------------------------------------
The Bankruptcy Court entered an order authorizing Exide
Technologies to enter into Amendment No. 8 to the debtor-in-
possession credit agreement.

All obligations under Amendment No. 8 will be treated as
superpriority claims.

On Oct. 28, 2014, the Debtor submitted its omnibus reply to the
(i) objection of the Official Committee of Unsecured Creditors,
and (ii) the limited objection of the Environmental Protection
Agency and certain other state agencies.

The Debtor noted that it entered into Amendment No. 8 to ensure
that its DIP Facilities would not mature on Oct. 14, 2014, which
would have had drastic consequences on the Debtor's operations.
This Court's approval of limited aspects of Amendment No. 8 would
extend the DIP Facilities' current Nov. 4, 2014 maturity date
until March 31, 2015.  As a result, the Debtor would have
additional time to execute an exit plan after unanticipated events
during this past summer delayed the Debtor's previously targeted
Dec. 31, 2014 emergence.

The Unofficial Noteholder Committee (UNC) also replied to the
Committee's objection to Debtor's motion for authorization to
amend the DIP facilities and the final DIP order.

The unofficial committee of certain holders of the 8 5/8% Senior
Secured Notes due 2018 issued by the Debtor supported the Debtor's
entry into the eighth amendment to its DIP Facility.

According to the UNC, the amendment was negotiated at arm's length
among the Debtor, the DIP Agent, the DIP Lenders and the UNC.

In a separate filing, JPMorgan Chase Bank, N.A., acting as
Administrative Agent and Collateral Agent for itself and the other
lenders party to the DIP Financing, filed an omnibus reply to the
objections of the Creditors Committee, stating that, the DIP Agent
and the DIP Lenders were willing to extend again on three key
conditions: (i) that there be a clear understanding of the path
forward to repayment of the DIP Facilities, (2) that there be
concrete milestones to measure and encourage progress toward
repayment, and (3) that the lenders be compensated for the
extension of the loan period.

This is the context in which the Debtor sought authorization to
agree to the enhanced pricing included in Amendment No. 8, in
order to preserve the financing it needs for its restructuring.

The Creditors Committee, in its objection, stated that, the
milestones appear calculated to accomplish one goal: to facilitate
a one-party plan process or a stalking horse sale process that
will allow certain members of the UNC to acquire the company
through the conversion of their claims either under a plan or by a
credit bid for the Debtor's most valuable assets, while excluding
all other creditors and constituents, including the Debtor's
administrative and general unsecured creditors, the Vernon,
California recycling plant employees, the environmental regulators
and tort plaintiffs, from any participation or recovery.

                    About Exide Technologies

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Inks New Insurance Premium Financing with AFCO
------------------------------------------------------------------
The Bankruptcy Court authorized Exide Technologies to enter into a
new insurance premium financing agreement with AFCO Credit
Corporation.

According to the Debtor, it maintains various insurance policies.
For the policy period of 2013 to 2014, the total annual premiums
under the Insurance Policies amounted to $12.3 million.

The terms of certain property Insurance Policies are set to expire
Nov. 1, 2014, and the Debtor determined, to maintain the Financed
Insurance Policies to preserve value of its business, property,
and assets.  In this relation, the Debtor entered into new
insurance policy agreements with respect to the Financed Insurance
Policies.

Additionally, the Debtor has determined that it would be more
economically advantageous to finance a portion of the premiums on
the Financed Insurance Policies coming due Dec. 1, 2014, rather
than pay the entirety of the premiums up front on a lump-sum
basis.

To secure its obligations under the PFA, the Debtor will grant a
security interest to AFCO in (a) any and all unearned premiums and
dividends which may become payable under the Financed Insurance
Policies for any reason; (b) loss payments which reduce the
unearned premiums, subject to any mortgagee or loss payee
interest; and (c) any interest which may arise under any state
insurance guarantee fund relating to the Financed Insurance.

                    About Exide Technologies

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Says No Material Impact from Customer Loss
--------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
Exide Technologies Inc. says the loss of a major customer won't
have a material impact on its performance as it pushes to exit
Chapter 11 bankruptcy.

According to the report, shortly after filing its long-awaited
emergence plan with a court earlier this month, Exide learned one
of its largest customers, by volume, is going to take its business
elsewhere.  The loss triggered a review of financial projections
undergirding the battery maker's Chapter 11 exit plan, a review
that the company said left it with the belief there will be no
material impact, the report related.

                      About Exide Technologies

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

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

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

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

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

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

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


FAIRPOINT COMMUNICATIONS: Has $37.8-Mil. Net Loss in Q3
-------------------------------------------------------
FairPoint Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $37.78 million on $228.12 million of revenues for
the three months ended Sept. 30, 2014, compared with a net loss of
$8.96 million on $236 million of revenues for the same period in
the prior year.

The Company's balance sheet at Sept. 30, 2014, showed
$1.49 billion in total assets, $1.88 billion in total liabilities,
and total stockholders' deficit of $396 million.

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

                       http://is.gd/wZm7pK

                   About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- owns and operates local exchange
companies in 18 states offering advanced communications with a
personal touch, including local and long distance voice, data,
Internet, television and broadband services.  FairPoint is traded
on the New York Stock Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 09-16335) on Oct. 26, 2009.  Rothschild
Inc. is acting as financial advisor for the Company; AlixPartners,
LLP, as the restructuring advisor; and Paul, Hastings, Janofsky &
Walker LLP is the Company's counsel.  BMC Group is the claims and
notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities, $2.91
billion in total long-term liabilities, and $1.23 million in
stockholders' equity.

Andrews Kurth is counsel to the Official Committee of Unsecured
Creditors.  Altman Vilandrie is the operational consultant to the
Creditors' Committee.  Verrill Dana is the Creditors' Committee's
special regulatory counsel.  Jeffries serves as the Creditors'
Committee's financial advisor.

FairPoint on Jan. 24, 2011, successfully completed its balance
sheet restructuring and emerged from Chapter 11.  As a result of
the restructuring, FairPoint reduced its outstanding debt by
roughly 64%, from roughly $2.8 billion -- including interest rate
swap liabilities and accrued interest -- to roughly $1.0 billion.
In addition, the Company has a $75 million revolving credit
facility available for working capital and general corporate
purposes.  Existing stock in the Company was cancelled and holders
did not receive any distributions.

                          *     *     *

The Troubled Company Reporter, on Feb. 4, 2013, reported that
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '3' recovery rating to Charlotte, N.C.-based incumbent
local exchange carrier (ILEC) FairPoint Communications Inc.'s
proposed $650 million senior secured term loan B, $75 million
revolving credit facility, and $300 million of secured notes.  The
company will use proceeds to repay borrowings under its existing
bank loan, which currently totals about $950 million.


FCC HOLDINGS: Court Directs Consolidation of Florida Career Case
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware directed
the procedural consolidation and joint administration of the
Chapter 11 cases of Florida Career College, Inc. with FCC
Holdings, Inc., et al.  The docket of FCC Holdings, Inc., must be
consulted for all matters.

                        About FCC Holdings

FCC Holdings, Inc., and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 14-11987) in Delaware on
Aug. 25, 2014.

Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates
provide quality postsecondary education in fourteen states.  The
FCC schools were started by David Knobel in 1994 in Fort
Lauderdale, Florida, and, as of the bankruptcy filing, are owned
by Greenhill Capital Partners.

Prior to the Petition Date, the Company, which currently operates
under the name "Anthem Education," had three sets of schools --
the 14 Florida Career College schools; the 22 Anthem Education
schools; and the 5 US Colleges schools.

The Debtors' outstanding secured obligations are $49,000,000, plus
interest and fees, comprised of: Tranche A Loans of $18.6 million,
Tranche B Loans of $29.1 million, and existing letters of credit
of $1.39 million.  The Debtors also have unsecured debt of
$15 million.

Judge Christopher S. Sontchi is assigned to the Chapter 11 cases.

The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg
Traurig, LLP, as counsel, and KCC as claims and notice agent.

The U.S. Trustee has appointed three members to the Official
Committee of Unsecured Creditors.  Womble Carlyle Sandridge &
Rice, LLP, and Ottenbourgh P.C. serve as its co-counsel.


FCC HOLDINGS: Dec. 19 Hearing on Further Access to Cash Collateral
------------------------------------------------------------------
The Bankruptcy Court granted a fourth agreed interim order
authorizing FCC Holdings, Inc., et al., to use cash collateral.
The Court scheduled a final hearing on the matter on Dec. 19,
2014, at 4:00 p.m.  Objections, if any, are due Dec. 12.

The Debtors; ETC, Edutech, High-Tech Institute Holdings, Inc., and
High-Tech Institute, Inc. as guarantors (guarantors); Bank of
Montreal as administrative agent (agent) and other lenders party
thereto; were party to that certain credit agreement, dated as of
Nov. 2, 2012, as amended.

The Debtors have represented that the pursuant to the Amended and
Restated Credit Agreement, certain lenders (the Term A Lenders)
agreed to make certain term loans to the borrower and certain
lenders (the Term B Lenders) agreed to make certain loans to the
borrower.

The Debtors would use cash collateral to pay (i) costs and
expenses of administration of the cases; (ii) operate the other
acquired campuses; and (iii) satisfy other costs and expenses
provided for in the budget.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtors will grant the lenders
replacement liens on all of the Debtors' prepetition and
postpetition assets; a superpriority administrative expense claims
status, subject to carve out on certain expenses.

The Court previously entered interim orders authorizing the use of
cash collateral.

As reported in the TCR on Sept. 2, 2014, the Debtors have
represented that prior to the Petition Date, they are obligated to
the Term A Lenders in the principal amount of $18,578,846, plus
interest and fees, and obligated to the Term B Lenders in the
approximate amount of $29,056,429, plus interest and fees.  In the
Interim Cash Collateral Order, the Debtors have stipulated and
agreed that, as of the Petition Date, they were indebted to the
Lenders in the aggregate principal amount of $50,084,922.  Bank of
Montreal serves as agent for the Term A Lenders.

                        About FCC Holdings

FCC Holdings, Inc., and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 14-11987) in Delaware on
Aug. 25, 2014.

Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates
provide quality postsecondary education in fourteen states.  The
FCC schools were started by David Knobel in 1994 in Fort
Lauderdale, Florida, and, as of the bankruptcy filing, are owned
by Greenhill Capital Partners.

Prior to the Petition Date, the Company, which currently operates
under the name "Anthem Education," had three sets of schools --
the 14 Florida Career College schools; the 22 Anthem Education
schools; and the 5 US Colleges schools.

The Debtors' outstanding secured obligations are $49,000,000, plus
interest and fees, comprised of: Tranche A Loans of $18.6 million,
Tranche B Loans of $29.1 million, and existing letters of credit
of $1.39 million.  The Debtors also have unsecured debt of
$15 million.

Judge Christopher S. Sontchi is assigned to the Chapter 11 cases.

The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg
Traurig, LLP, as counsel, and KCC as claims and notice agent.

The U.S. Trustee has appointed three members to the Official
Committee of Unsecured Creditors.  Womble Carlyle Sandridge &
Rice, LLP, and Ottenbourgh P.C. serve as its co-counsel.


FL 6801: Gets Approval to Sell Assets to Z Capital for $21.6-Mil.
-----------------------------------------------------------------
A federal judge has given FL 6801 Spirits LLC and its affiliates
the green light to sell their assets to Z Capital Partners, LLC
for $21.6 million.

The court order signed on Nov. 26 by U.S. Bankruptcy Judge Shelley
Chapman approved the sale of FL 6801 Spirit's 13 remaining unsold
units at the Canyon Ranch Hotel & Spa in Miami Beach, plus the
condo hotel's common areas.

The bankruptcy judge approved the deal despite objections from a
losing bidder and from The North Carillon Beach Condominium
Association Inc.

The condo association had complained about the absence of a "final
and clear bid" for the judge to consider the "highest and best
value for the estate."  FL 6801 defended the deal, saying the
$21.6 million offer is the highest bid and that Z Capital is
capable to consummate the sale and continue operation of the
property.

Lehman Brothers, an affiliate of FL 6801, seized the condo hotel
in a deed in lieu of foreclosure in 2009, and had FL 6801 file for
bankruptcy protection on June 1 to sell the units it owns as well
as the condo hotel's common areas.

On July 1, Judge Chapman approved the auction for the assets.  Z
Capital emerged as the winning bidder at the auction where 360
Miami Hotel and Spa LLC served as the stalking horse bidder, with
an opening bid of $12 million.

A copy of Judge Chapman's Nov. 26 order is available without
charge at http://is.gd/jaf3vX

                       About FL 6801 Spirits

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

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

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

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

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


FREEDOM INDUSTRIES: May Clean Less of River Site
------------------------------------------------
The Associated Press reported that Freedom Industries, the
bankrupt company that leaked a coal processing chemical into
Charleston's Elk River in January, could reduce the amount of
contaminated material it needs to clean from its polluted storage
site after West Virginia state environmental regulators revealed a
proposed agreement in which the company would enter a voluntary
toxic cleanup program to remediate the site.

                      About Freedom Industries

Freedom Industries Inc., is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries.  The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.

The company, connected to a chemical spill that tainted the water
supply in West Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on
Jan. 17, 2014.  The case is assigned to Judge Ronald G. Pearson.
The petition was signed by Gary Southern, president.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.  The Committee retained Frost Brown Todd
LLC as counsel.

On March 18, 2014, the Bankruptcy Court approved the hiring of
Mark Welch at MorrisAnderson in Chicago as Freedom's chief
restructuring officer.


GARLOCK SEALING: Fights Venue Change in Law Firm Fraud Suit
-----------------------------------------------------------
Law360 reported that bankrupt Garlock Sealing Technologies LLC
said that its suit accusing plaintiffs firm Waters & Kraus LLP of
misrepresenting its clients' asbestos exposure to double-dip
damages belongs in North Carolina with four similar cases, and not
in Texas.

According to the report, Texas-based Waters & Kraus argued at the
end of October that moving the suit to Texas would be more
convenient for the defendants and third party witnesses, but
Garlock says the request "bears a strong scent" of forum shopping,
especially considering the firm's national presence.

The case is Garlock Sealing Technologies LLC et al v. Waters &
Kraus, LLP et al, case number 3:14-cv-00130, in the U.S. District
Court for the Western District of North Carolina.

                      About Garlock Sealing

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

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

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

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

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

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

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


GBG RANCH: Creditors Has Until Dec. 6 to File Proofs of Claim
-------------------------------------------------------------
Bankruptcy Judge David R. Jones signed off an agreed order
extending the bar date for proofs of claims against debtor GBG
Ranch, Ltd. until Dec. 6, 2014, and the exclusive period for the
Debtor to file and confirm until Dec. 8.

                     About GBG Ranch, LTD

GBG Ranch, LTD, a Texas Limited Partnership, sought Chapter 11
protection (Bankr. S.D. Tex. Case No. 14-50155) in Laredo, Texas
on July 8, 2014, without stating a reason.  GBG Ranch disclosed
$59,952,589 in assets and $5,060,423 in liabilities as of the
Chapter 11 filing.

The company is represented by the Law Office of Carl M. Barto.
Leslie M. Luttrell and the Luttrell + Villareal Law Group serve as
special counsel.


GBG RANCH: John Robertson Approved as Real Estate Appraiser
-----------------------------------------------------------
Bankruptcy Judge David R. Jones authorized G.B.G. Ranch, Ltd., to
employ John "Tooter" Robertson of Valbridge Property Advisers/
Dugger, Canaday, Grafe, Inc., as a real estate appraiser.

The Court also ordered that all fees and expenses are subject to
court approval of motion and proper notice.

As reported in the Troubled Company Reporter on Nov. 14, 2014,
Mr. Robertson will provide an appraisal of the Debtor's Corazon
Ranch for fee of $3,800.  His fees for other appraisals are
estimated to be comparable to his charge for his appraisal of the
Corazon Ranch.

Mr. Robertson assures the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                     About GBG Ranch, LTD

GBG Ranch, LTD, a Texas Limited Partnership, sought Chapter 11
protection (Bankr. S.D. Tex. Case No. 14-50155) in Laredo, Texas
on July 8, 2014, without stating a reason.  GBG Ranch disclosed
$59,952,589 in assets and $5,060,423 in liabilities as of the
Chapter 11 filing.

The company is represented by the Law Office of Carl M. Barto.
Leslie M. Luttrell and the Luttrell + Villareal Law Group serve as
special counsel.


GENCORP INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings, including
its 'B' corporate credit rating, on Sacramento, Calif.- based
GenCorp Inc.  The outlook is stable.

"The affirmation reflects the fact that GenCorp's credit ratios,
while weaker than previously anticipated, remain in line with our
expectations for the rating, including debt to EBITDA below 6.5x,"
said Standard & Poor's credit analyst Chris Mooney.

This ratio has remained relatively flat at about 6x over the past
year because higher debt to fund the repurchase of convertible
debt at substantial premiums has offset earnings contributions
from the June 2013 acquisition of RocketDyne.  Furthermore, EBITDA
margins, which were 10.5% for the past 12 months ended Aug. 31,
2014, have been slightly lower than S&P expected due mainly to
cost overruns on the AJ26 engine (used to power the Antares rocket
made by Orbital Sciences), which failed a test in May 2014.  In
Oct., the Antares rocket exploded shortly after takeoff and
Orbital has announced plans to discontinue use of the AJ26 engine
although the investigation into the failure's cause is ongoing.
S&P do not expect this decision to have a significant financial
impact on GenCorp, considering this program only accounts for a
small percentage of total sales.

These recent incidents highlight the inherently risky nature of
the launch business, which can lead to reputational damage
although there are a limited number of competitors with GenCorp's
capabilities.

S&P expects liquidity sources to be at least 1.2x uses over the
next 12 months, the minimum threshold for an "adequate"
designation.

The stable outlook reflects S&P's expectation for modest
improvement in credit ratios over the next year primarily from
debt reduction, with debt to EBITDA of about 5.5x in 2015 from 6x
currently.

S&P could lower the rating if debt to EBITDA rises above 6.5x,
which could be caused by operational disruptions including
increased costs on existing platforms or significant cuts to
GenCorp's key programs; or increased debt to fund shareholder
rewards or an acquisition.

Although unlikely over the next year, S&P could raise the rating
if debt to EBITDA falls below 4.5x for a sustained period,
potentially because of debt reduction, or stronger-than-
anticipated demand for GenCorp's products.


GENERAL MOTORS: Atty. May Seek Ignition Victims in Regulator Files
------------------------------------------------------------------
Linda Sandler, writing for Bloomberg News, reported that Kenneth
Feinberg, the lawyer handling General Motors Co.'s compensation
for victims of accidents tied to faulty ignition switches, said
he'll consider a safety advocate's suggestion that he comb
regulators' files for relevant crashes.  According to the report,
Mr. Feinberg said he received the request from Clarence Ditlow,
executive director of the Center for Auto Safety, a Washington-
based advocacy group.

                       About General Motors

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

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

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

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

                        *     *     *

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

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

The TCR, on Nov. 6, 2014, reported that Fitch Ratings has assigned
a rating of 'BB+' to GM's proposed issuance of senior unsecured
notes.  The existing Issuer Default Rating (IDR) for GM is 'BB+'
and the Rating Outlook is Positive.


GLOBAL CASH: S&P Assigns 'B+' Rating on $350MM Secured Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '2' recovery rating to Las Vegas-based casino cash
access provider Global Cash Access Inc.'s $350 million secured
notes.  The added secured notes will be pari passu with the first
lien credit facilities.  The '2' recovery rating indicates S&P's
expectation of substantial (70%-90%) recovery in the event of a
payment default.

As a result, the first-lien term loan amount is now $500 million
rather than the previously proposed $800 million, and the
unsecured notes amount is $350 million, lowered from the
originally planned $400 million.  The amount of total debt remains
unchanged.  The existing issue-level and recovery ratings on the
credit facilities and the unsecured notes are not affected as a
result of the change in capital structure.  S&P's recovery
estimate for senior secured creditors falls in the lower half of
the recovery range.

In addition, the secured leverage covenant will also apply to the
term loan as well as the revolver, with levels to be determined at
closing.  S&P expects the company to maintain adequate headroom
over the coming year.

S&P's 'B' corporate credit rating and stable outlook on GCA remain
unchanged.

RATINGS LIST

Global Cash Access Inc.
Corporate Credit Rating              B/Stable

New Rating

Global Cash Access Inc.
$350 million secured notes
Senior Secured                       B+
  Recovery Rating                     2


GLOBAL COMPUTER: Bid for Case Dismissal/Conversion Withdrawn
------------------------------------------------------------
The Bankruptcy Court, according to Global Computer Enterprises,
Inc.'s case docket, canceled the hearing on motions to dismiss and
convert the Chapter 11 case of the Debtor to one under Chapter 7
of the Bankruptcy Code.  The motions were withdrawn.

On Nov. 4, 2014, Judy A. Robbins, the U.S. filed a motion to
convert the case, with the appointment of an independent trustee
who can administer the case, pay claims, and wind-down the estate.
The U.S. Trustee opposed the motion to dismiss.

The U.S. Trustee agreed with the Debtor that cause exists for the
case not remaining in Chapter 11.  The U.S. Trustee noted that the
Debtor is not going to reorganize; is not going to continue as an
on-going business because on Sept. 19, 2014, substantially all the
assets of the Debtor were sold.

The Debtor, in its argument dated Oct. 28, said that it wanted to
satisfy its existing postpetition and prepetition liquidated debts
outside of the bankruptcy process.  The Debtor further argued that
creditors will be paid promptly outside of bankruptcy.

In this connection, the Debtor determined that the interests of
the Debtor and its creditors would be better served by dismissal
of the case.

                   About Global Computer

Global Computer Enterprises, Inc., dba GCE, is a cloud-based
"software as a service" provider, commonly referred to as a
"SAAS," offering financial management solutions primarily to
executive departments of the federal government and independent
federal government agencies.  GCE sought protection under Chapter
11 of the Bankruptcy Code (Case No. 14-13290, Bankr. E.D. Va.) on
Sept. 4, 2014.  The case is assigned to Judge Robert G. Mayer.

The Debtor's counsel is David I. Swan, Esq., at McGuirewoods LLP,
in McLean, Virginia.  The Debtor's financial advisor is Weinsweig
Advisors.  The petition was signed by Mike Freeman, interim chief
operating officer.

Judge Mayer designated Mike Freeman to perform duties imposed upon
GCE by the Bankruptcy Code.

The U.S. Trustee for Region 4 appointed three creditors to serve
on the official committee of unsecured creditors.


GMG CAPITAL: Limited Partner Says Athenian Only After Judgment
--------------------------------------------------------------
GMG Capital Partners III, L.P., et al., as well as the Limited
Partner Group, objected to the motion of Athenian Venture Partners
I, L.P. and Athenian Venture Partners II, L.P., to the dismissal
or conversion of the Chapter 11 cases of GMG Capital, et al.

According to the Limited Partner Group, Athenian's request was
driven by a desire to collect on a judgment that never should have
been entered against the partnerships.  Athenian, LPG claims, was
never supposed to have a recourse claim against the partnerships.

The Limited Partner Group's position is shaped by these
considerations: (a) the limited, tangible assets of the estates;
(b) a newly acquired appreciation of the events leading to the
bankruptcy cases; and (c) the need to find a constructive path in
the cases to resolve remaining issues without incurring
substantial, additional, professional expense.

The Debtors in their objection stated that the motion is yet
another attempt by Athenian, an unsecured creditor, to exercise
control over the cases, without going so far as filing a plan.

The Debtors assert that Athenian has failed to meet its burden to
show cause for dismissal or conversion as required by Section
1112(b)(1) of the Bankruptcy Code.

According to the Debtors' case docket, the Court held a hearing on
the matter, however, remote electronic access to the transcript is
restricted until Feb. 17, 2015.

The Limited Partner Group is represented by:

         Arthur Steinberg, Esq.
         KING & SPALDING LLP
         1185 Avenue of the Americas
         New York, NY 10036
         Tel: (212) 556-2100
         Fax: (212) 556-2222

The Debtors' attorneys can be reached at:

         Michael S. Fox, Esq.
         Jonathan T. Koevary, Esq.
         OLSHAN FROME WOLOSKY LLP
         Park Avenue Tower
         65 East 55th Street
         New York, NY 10022
         Tel: (212) 451-2300

                    Dismissal/Conversion Motion

As reported in the Troubled Company Reporter on Oct. 28, 2014,
Athenian complained that the "plan" contains none of the terms
most important to the Debtors' creditors and other stakeholders --
namely, the amount of the Debtors' assets being sold to fund the
plan, the amount of money the Debtors will receive for that sale
and the time that the sale will close.

Instead, the "plan" is a nearly-blank form that contains nothing
of substance, except perhaps non-consensual third-party releases
for the benefit of the Debtors' insiders, AVG contends.

Moreover, Athenian continued, the "plan" only covers two of the
Debtors, GMG III and GMG Companion, and, perhaps most egregiously,
the Debtors have failed to file a disclosure statement concerning
the "plan" in violation of Rule 3016(b) of the Federal Rules of
Bankruptcy Procedure.

Athenian related that the Debtors' cases have now been pending for
over a year and as the monthly operating reports demonstrate, the
Debtors are not operating entities -- they have no employees,
create no goods, provide no services, make no sales, and collect
no revenues; and are not actively investing in any companies or
properties.  Instead, they are fully-invested venture capital
vehicles whose sole purpose is to hold certain speculative
investments, namely stock in several unproven technology
companies, Athenian noted.  The Debtors, Athenian relayed, have
held these stocks for over ten years at this point.

                    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.  Stuart M. Bernstein oversees the Debtor's case.  Olshan
Frome Wolosky LLP represents the Debtor its Chapter 11 Bankruptcy
Case.  GMG Capital Partners III disclosed $21,696,757 in assets
and $7,877,498 in liabilities as of the Chapter 11 filing.


GT ADVANCED: Noteholders Need More Info to Analyze Apple Deal
-------------------------------------------------------------
Certain unaffiliated holders of the 3% Convertible Senior Notes
due 2017 and 3% Convertible Senior Notes due 2020 issued by GT
Advanced Technologies Inc. filed a preliminary objection to GTAT's
settlement with Apple Inc.

The Settlement revolves numerous issues arising from the
agreements between and among the Debtors and Apple Inc. and
certain of its affiliates, and Apple's conduct thereunder.

The Noteholders, however, believe that insufficient information
has been made available to parties in interest and the Court to
analyze appropriately the propriety of the Settlement Agreement.
Absent the provision of material information by the Debtors and
Apple to the Noteholders regarding the negotiations that led to
the entry into the Apple Agreements and Apple's conduct
thereunder, it is impossible for the Noteholders to determine
whether the consideration to be received by the Debtors' estates
under the Settlement Agreement is reasonable.

The Noteholders point out that the Supplemental Declaration of
Daniel W. Squiller in Support of Chapter 11 Petitions and First-
Day Motions contains extraordinary allegations against Apple which
call into question the adequacy of the Settlement.  Indeed, the
Supplemental Declaration alleges, among other things, that (i)
Apple used a "bait and switch" strategy in negotiating the Apple
Agreements, (ii) Apple instructed the Debtors that it would be a
waste of their time to try to negotiate the Apple Agreements,
(iii) the Apple Agreements are essentially "adhesion contracts,"
and (iv) Apple controlled the Debtors' sapphire production
process.

The facts and allegations in the Supplemental Declaration support
claims and causes of action in favor of the Debtors' estates
against Apple arising from the Apple Agreements and Apple's
conduct.  These potential claims and causes of action include,
without limitation, claims for (i) lender liability, (ii) breach
of contract, (iii) breach of the covenant of good faith and fair
dealing, and (iv) equitable subordination or disallowance of
Apple's claims against the Debtors.

Pursuant to the Settlement, the Debtors propose to release any and
all of the valuable claims and causes of action they may have
against Apple, including those discussed above.  To this point,
the Noteholders have not been able to conduct an investigation
into these claims and, therefore, are not in a position to
evaluate effectively the terms of a settlement that is the
cornerstone of the Chapter 11 cases.

The Noteholders are represented by:

         Benjamin E. Marcus, Esq.
         Jeremy R. Fischer, Esq.
         DRUMMOND WOODSUM
         100 International Drive
         Portsmouth, NH 03801
         Telephone: (603) 433-3317
         E-mail: bmarcus@dwmlaw.com
                 jfischer@dwmlaw.com

                  - and -

         Michael S. Stamer, Esq.
         Philip C. Dublin, Esq.
         Abid Qureshi, Esq.
         Brad M. Kahn, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         One Bryant Park
         New York, NY 10036
         Telephone: (212) 872-1000
         E-mail: mstamer@akingump.com
                 pdublin@akingump.com
                 aqureshi@akingump.com
                 bkahn@akingump.com

                    Reservation of Rights

A. Plansee

Plansee SE and Plansee USA LLC, which supplied refractory metal
components for various machinery and/or other goods used in the GT
Advanced Technologies Inc.'s sapphire growth and fabrication
businesses, does not believe that the Debtors intend to release or
otherwise affect the rights of third parties against either the
Debtors or Apple thereby under the Apple Settlement.

Accordingly, Plansee does not object to the proposed Apple
Settlement per se. However, in an abundance of caution, Plansee
reserves all rights and claims against the Debtors and Apple,
whether pursuant to each of their separate agreements, applicable
law or otherwise, and respectfully requests that any order
approving the Settlement Agreement clearly state that it does not
affect the rights of third parties, including Plansee.

The Settlement revolves numerous issues arising from the
agreements between and among the Debtors and Apple Inc. and
certain of its affiliates, and Apple's conduct thereunder.

Plansee is represented by:

         THE TAMPOSI LAW GROUP, P.C.
         Peter N. Tamposi, Esq.
         159 Main Street
         Nashua, NH 03060
         Tel: (603) 204-5513
         E-mail: Peter@tlgnh.com

B. Steel-Pro

Steel-Pro, Inc., which fabricated and manufactured, among other
things, firing chambers for GT Advanced Technologies Inc. and its
affiliates,
does not believe that it is the intention of the Debtors in the
motion for approval of the settlement with Apple to affect Steel-
Pro's rights to any Firing Chambers or other goods that Steel-Pro
may have shipped or delivered to some or all of the Debtors, or to
affect any claims that Steel-Pro may have.  Steel-Pro will pursue
its claims against the Debtors in the cases, as appropriate.  To
avoid any doubt or ambiguity, however, Steel-Pro requests that any
order of this Court approving the 9019 Motion and the settlement
and compromise with Apple does not affect or diminish the rights
of Steel-Pro.

Steel-Pro is represented by:

         George J. Marcus, Esq.
         Andrew C. Helman, Esq.
         MARCUS, CLEGG & MISTRETTA, P.A.
         One Canal Plaza, Suite 600
         Portland, ME 04101
         Tel: (207) 828-8000
         E-mail: ahelman@mcm-law.com

              - and -

         Dustin N. Gauthier, Esq.
         GAUTHIER & MACMARTIN, PLLC
         123 Elm Street
         Milford, NH 03055
         Tel: (603) 673-7220
         E-mail: dustin@gauthierlaw.com

                  About GT Advanced Technologies

Headquartered in Merrimack, New Hampshire, GT Advanced
Technologies Inc. -- http://www.gtat.com/-- produces materials
and equipment for the electronics industry.  On Nov. 4, 2013, GTAT
announced a multiyear supply deal with Apple Inc. to produce
sapphire glass material for use in consumer electronics products.
Under the deal, Apple would provide GTAT with a prepayment of
approximately $578 million paid in four installments and, starting
in 2015, GTAT would reimburse Apple for the prepayment over a
five-year period.

GT is a publicly held corporation whose stock was traded on NASDAQ
under the ticker symbol "GTAT."  GTAT was de-listed from the
NASDAQ stock exchange in October 2014.

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

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

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


HARRIS LAND: Has Until Jan. 5 to Propose Chapter 11 Plan
--------------------------------------------------------
U.S. Bankruptcy Judge Arthur B. Federman directed Harris Land
Development to file the plan of reorganization and explanatory
disclosure statement by Jan. 5, 2015.

                  About Harris Land Development

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

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

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


HARRIS LAND: FCNB Granted Adequate Protection of Collateral
-----------------------------------------------------------
Harris Land Development, LLC received court approval for a deal
that would protect First Community National Bank's collateral
during the pendency of its bankruptcy case.

The agreement approved last week by U.S. Bankruptcy Judge Arthur
Federman requires Harris Land to make a monthly payment of $16,862
as adequate protection to the bank, which holds a secured claim of
$3.17 million.  It is a condition to the company's use of First
Community's cash collateral.

The monthly payments will start on Nov. 30 and will continue until
Harris Land's bankruptcy plan is approved, according to the
agreement.  The agreement is available without charge at
http://is.gd/f4WBze

                        About Harris Land

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

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

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


HARRIS LAND: Asks Judge to Terminate Cash Collateral Orders
-----------------------------------------------------------
Midwest Independent Bank asked U.S. Bankruptcy Judge Arthur
Federman to terminate his previous orders that authorized Harris
Land Development, LLC to use the bank's cash collateral.

The move came after the developer allegedly failed to secure a
contract for the sale of real properties which constitute
Midwest's collateral, or get a loan to pay the bank.

Harris Land has until Nov. 30 to either sell the properties or get
financing to pay the loan extended by the bank, according to a
court filing.

In the same filing, Midwest also asked the bankruptcy judge to
lift the so-called automatic stay in the developer's bankruptcy
case.

The automatic stay is an injunction that halts actions by
creditors against a company in bankruptcy protection.

                        About Harris Land

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

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

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


HOLT DEVELOPMENT: Final Decree Entered, Reorganization Case Closed
------------------------------------------------------------------
The Bankruptcy Court entered a final decree closing the Chapter 11
case of Holt Development Co. LLC.

The Court has confirmed the Debtor's First Amended Plan of
Reorganization dated Nov. 1, 2013.  According to the Disclosure
Statement, the primary source of funding for distributions under
the Plan to nonpriority unsecured non-insider creditors is the
ongoing revenue stream from the operations of the Pleasant View
Project.

The Plan provides for this treatment of claims:

   Class 3 Claims of Heritage Bank.  The reorganized Debtor will
execute and deliver to Heritage Bank a promissory note having a
principal amount equal to the Loan Balance EDOP.

   Class 4 Claims of Doris E. Napiwoski.  On the Effective Date of
the Plan, or as soon as practicable thereafter, the following
actions, terms and conditions will be performed and implemented:
By warranty deed the Debtor will sell, transfer and convey to M&D
Investments, LLC, a Tennessee limited liability company, all the
Debtor's right, title and interest in, under and to all real
properties, or interests therein, which remain subject to the
liens provided in the three (3) deeds of trust recorded
prepetition for the benefit of the Class 4 Claimant, as the same
may have heretofore been modified.

   Class 5 Unsecured Claims of Holt Construction, Inc. and Dannie
R. Holt and Melba Holt.  The legal, equitable and contractual
rights to which the claims of the Class 5 Claimants entitle the
holders thereof are not altered by the Plan, except as follows:
all such claims are subordinated to the rights of all other
holders of Allowed Claims in the Case.

   Class 6 Claims of Pleasant View Village Square, Inc.  The
legal, equitable and contractual rights to which the claims of the
Class 6 Claimant entitle the holder thereof are not altered by the
Plan.

   Class 7 Unsecured Claims not entitled to priority and not
expressly included in the definition of any other class.  In full
settlement, satisfaction and discharge of the allowed claims of
the Class 7 Claimants, the reorganized Debtor will remit to each
Class 7 Claimant on the Effective Date of the Plan cash equal to
one-half of the allowed amount of its claim.

   Class 8 Interests. The legal, equitable and contractual rights,
to which the interests of the Class 8 Interests entitle the
holders thereof, are not altered by the Plan.

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

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

A copy of the Plan order is available for free at

      http://bankrupt.com/misc/HoltDevelopment_127_planorder.pdf

                       About Holt Development

Holt Development Co., LLC, filed a Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 13-06154) on July 16, 2013.  The petition was
signed by Dannie R. Holt as chief manager.  Judge Randal S.
Mashburn presides over the case.  The Debtor estimated assets of
at least $10 million and debts of at least $1 million.

In its schedules, the Debtor disclosed $12,577,049 in assets and
$10,342,933 in liabilities as of the Petition Date.  The Debtor is
in the business of developing improved and unimproved properties
in Pleasant View, Cheatham County, Tennessee.

The Debtor is represented by Thomas H. Forrester, Esq., at
GULLETT, SANFORD, ROBINSON & MARTIN, PLLC.

Heritage Bank is represented by Robert C. Goodrich, Jr., and
STITES & HARBISON, PLLC.


HOSTESS BRANDS: Owners to Explore Sale of Twinkies Maker
--------------------------------------------------------
Reuters, citing people familiar with the matter, reported that the
private equity owners of Hostess Brands LLC are planning to put
the maker of Twinkies and Ding Dongs up for sale in early 2015,
potentially valuing it at more than $1.7 billion, including debt.

According to the report, further citing the people, Apollo Global
Management and C. Dean Metropoulos, which bought Hostess Brands
out of bankruptcy for $410 million in 2013, have received
inquiries from some potential buyers about selling the cake
business.  Hostess Brands is also having conversations with
investment banks Rothschild, Credit Suisse Group AG and Perella
Weinberg Partners about advisory roles they are likely to have in
a potential sale, Reuters said, citing the people.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.

Hostess Brands sold its businesses and most of the plants to five
different buyers for an aggregate of $860 million.  Hostess still
has some plants, depots and other facilities the buyers didn't
acquire.

The bankruptcy estate has changed its name to Old HB Inc.


HRK HOLDINGS: Exclusive Right to File Plan Extended to Dec. 21
--------------------------------------------------------------
HRK Holdings LLC obtained a court order extending the period of
time during which it alone holds the right to file a bankruptcy
plan.

The order signed by U.S. Bankruptcy Judge K. Rodney May extended
the company's exclusive right to propose a plan to Dec. 21.

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

                        About HRK Holdings

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., and Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, P.A., represents the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559 in
liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.

HRK Holdings is selling real property assets to Allied Universal
Corp. and Mayo Fertilizer, Inc.  The Court allowed HRK and the
purchasers to enter into any modifications to the agreements
without need of further Court approval, provided that no
amendments will occur without prior consent of Regions Bank.


HUTCHESON MEDICAL: Has Interim Authority to Use Cash Collateral
---------------------------------------------------------------
Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the
Northern District of Georgia, Rome Division, gave Hutcheson
Medical Center, Inc., et al., interim authority to use cash
collateral securing their prepetition indebtedness.

As of the Petition Date, Regions Bank asserts that the amounts due
and owing under the financing documents with the Debtors exceed
$26 million, including principal, interest, attorneys' fees and
other charges.

All objections to the entry of the Interim Order are overruled to
the extent they have not otherwise been resolved or withdrawn.

Guy G. Gebhart, the Acting U.S. Trustee for Region 21, filed a
limited objection to the cash collateral motion, complaining that
the $10,000 line item for expenses of the Debtors' patient care
ombudsman is inadequate to adequately address the concerns for the
proper care and treatment of the patients at the Debtors' hospital
and nursing home facilities.

The final hearing on the Motion will be held on Jan. 7, 2015, at
9:25 a.m.  Any objection to the entry of the Final Order must be
filed on or before Dec. 31, 2014.

Regions Bank is represented by:

         David Lemke, Esq.
         Robert P. Sweeter, Esq.
         WALLER LANSDEN DORTCH & DAVIS, LLP
         511 Union Street, Suite 2700
         Nashville, TN 37219
         E-mail: david.lemke@wallerlaw.com
                rob.sweeter@wallerlaw.com

            -- and --

         Erich N. Durlacher, Esq.
         BURR & FORMA, LLP
         171 17th Street NW, Suite 1100
         Atlanta, GA 30363
         E-mail: edurlacher@burr.com

                  About Hutcheson Medical Center

Hutcheson Medical Center, Inc., operates the 179-bed hospital and
related ancillary facilities, including, without limitation, a
skilled nursing home and an ambulatory surgery center, located in
Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center.  HMC
leases the land and buildings that comprise the Medical Center
from The Hospital Authority of Walker, Dade and Catoosa Counties.

HMC and Hutcheson Medical Division, Inc., sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-
42864) in Rome, Georgia, on Nov. 20, 2014.  The cases are jointly
administered under Case No. 14-42863.

The cases have been assigned to the Honorable Paul W. Bonapfel.

The Debtors are represented by Ashley Reynolds Ray, Esq., and J.
Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta,
Georgia.

The Debtors' Chapter 11 Plan and Disclosure Statement are due
March 20, 2015.  The appointment of a health care ombudsman is due
by Dec. 22, 2014.

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

No request has been made for the appointment of a trustee or
examiner, and no committee has been appointed in the cases.


HUTCHESON MEDICAL: Can Pay Wages & Payroll Obligations
------------------------------------------------------
Hutcheson Medical Center, Inc., et al., sought and obtained
authority from Judge Paul W. Bonapfel of the U.S. Bankruptcy Court
for the Northern District of Georgia, Rome Division, to pay all
obligations, including wages, salaries and other compensation,
payroll taxes, pension plan obligations, and health and welfare
benefits.

The Debtors' prepetition payroll obligations total $1,153,110 for
employees and $309,997 for independent contractors, mostly doctors
working at the hospital and/or clinics operated by the Debtors.
As of the Petition Date, the Debtors estimate that employer owed
portion of the prepetition payroll taxes totals approximately
$79,151.

In support of their request, the Debtors state: "Any delay in
paying the Obligations will adversely impact the Debtors'
relationship with their employees and will irreparably impair the
employees' morale, dedication, confidence, and cooperation. The
Debtors must have the support of their employees in order for the
Debtors' reorganization efforts to succeed. At this early stage,
the Debtors simply cannot risk the substantial damage to their
businesses that would inevitably result from a decline in
employees' morale attributable to the Debtors' failure to pay
previously earned wages, salaries, benefits, and other similar
items."

Guy G. Gebhardt, the Acting United States Trustee for Region 21,
complained to the motion to the extent that the motion includes
funding payroll obligations to officer and insiders.  Based on the
representations made on the record, the U.S. Trustee withdrew its
objection.

                  About Hutcheson Medical Center

Hutcheson Medical Center, Inc., operates the 179-bed hospital and
related ancillary facilities, including, without limitation, a
skilled nursing home and an ambulatory surgery center, located in
Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center.  HMC
leases the land and buildings that comprise the Medical Center
from The Hospital Authority of Walker, Dade and Catoosa Counties.

HMC and Hutcheson Medical Division, Inc., sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-
42864) in Rome, Georgia, on Nov. 20, 2014.  The cases are jointly
administered under Case No. 14-42863.

The cases have been assigned to the Honorable Paul W. Bonapfel.

The Debtors are represented by Ashley Reynolds Ray, Esq., and J.
Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta,
Georgia.

The Debtors' Chapter 11 Plan and Disclosure Statement are due
March 20, 2015.  The appointment of a health care ombudsman is due
by Dec. 22, 2014.

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

No request has been made for the appointment of a trustee or
examiner, and no committee has been appointed in the cases.


12A TECHNOLOGIES: CEO Victor Batinovich Appointed Point Person
--------------------------------------------------------------
Bankruptcy Judge Charles Novack approved the appointment of

         Victor Batinovich, president and CEO
         3399 West Warren Avenue
         Fremont, CA 94538
         Tel: (510) 770-0322
         E-mail: victor@ipac.com

as the individual responsible for the duties and obligations of
the debtor-in-possession i2a Technologies, Inc.

The Debtor is represented by:

         Eric A. Nyberg, Esq.
         KORNFIELD, NYBERG, BENDES & KUHNER, P.C.
         1970 Broadway, Suite 225
         Oakland, California 94612
         Tel: (510) 763-1000
         Fax: (510) 273-8669
         E-mail: e.nyberg@kornfieldlaw.com

                      About i2a Technologies

Based in Fremont, California, i2a Technologies, Inc. --
http://www.ipac.com/-- provides manufacturing services to
semiconductor and electronics industries including integrated
circuit packaging, system and module assembly, wafer bumping, and
related services.

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

The Debtor disclosed $6,788,961 in assets and $3,263,172 in
liabilities as of the Chapter 11 filing.


12A TECHNOLOGIES: Files New List of 20 Top Unsecured Creditors
--------------------------------------------------------------
i2a Technologies, Inc., filed with the U.S. Bankruptcy Court for
the Northern District of California an amended list of creditors
holding 20 largest unsecured claims:

   Name of Creditor          Nature of Claim    Amount of Claim
   ----------------          ---------------    ---------------
Dolce Farr Niente, LLC       Landlord              $438,000
3399 West Warren B
Fremont, CA 94538

Sandra Conley                Commissions           $105,267

D. Brad Jones                Attorney's Fees        $65,000

MK Electronics               Supplier               $64,683

Genesem Inc.                 Supplier               $45,230

Neu Dynamics/W.T. MacMinn    Supplier               $40,000

Pacific Gas & Electric       Utilities              $22,000

Fredrik Solomon              Wages                  $14,768

Paulinus Nlemigbo            Wages                  $12,320

Elle Technology Corporation  Commissions and
                             Supplies               $12,000

Tri Bui                      Wages                   $8,772

Steven Cheung                Wages                   $6,449

Frank Torres                 Wages                   $5,582

Armando Santos               Wages                   $5,385

Joe Trinh                    Wages                   $5,304

James Ho  Wages              Wages                   $5,128

Gurmeet Sangha               Wages                   $4,414

Laila Packer                 Wages                   $4,313

Vincent Mo                   Wages                   $4,249

Frank Scanlon                Wages                   $4,153

                      About i2a Technologies

Based in Fremont, California, i2a Technologies, Inc. --
http://www.ipac.com/-- provides manufacturing services to
semiconductor and electronics industries including integrated
circuit packaging, system and module assembly, wafer bumping, and
related services.

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

The Debtor disclosed $6,788,961 in assets and $3,263,172 in
liabilities as of the Chapter 11 filing.


12A TECHNOLOGIES: Court Approves Cash Collateral Stipulation
------------------------------------------------------------
The Bankruptcy Court approved a stipulation between i2a
Technologies, Inc., and secured creditor Heritage Bank of Commerce
for the use of cash collateral on an interim basis.

HBC consented to the use approximately $126,800 of the cash
collateral until Nov. 30, 2014, unless the parties agree to extend
the term of the stipulation. The Debtor will use the cash
collateral to continue its business operations.

As a condition of the use of the cash collateral, HBC will be
granted a postpetition replacement lien solely to the extent there
is any diminution in the value of HBC's prepetition collateral.

As adequate protection for the use of HBC's cash collateral, the
Debtor will grant HBC a replacement lien, subject and subordinate
to a carve-out on certain expenses.

A copy of the stipulation is available for free at:

  http://bankrupt.com/misc/i2aTechnologies_19_stipcashcoll.pdf

                      About i2a Technologies

Based in Fremont, California, i2a Technologies, Inc. --
http://www.ipac.com/-- provides manufacturing services to
semiconductor and electronics industries including integrated
circuit packaging, system and module assembly, wafer bumping, and
related services.

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

The Debtor disclosed $6,788,961 in assets and $3,263,172 in
liabilities as of the Chapter 11 filing.


IBCS MINING: Hearing on Assets Sale Continued Until Dec. 8
----------------------------------------------------------
The Bankruptcy Court continued until Dec. 8, 2014, at 2:00 p.m.,
the hearing to consider the sale of substantially all or any
portion of the property of IBCS Mining, Inc., Kentucky Division.

The hearing was continued from Nov. 21.

On Nov. 4, 2014, the Court approved the bidding procedures to
govern the sale of the Debtor's assets.  The Court ordered that
the break-up fee is fixed at $58,750, calculated by taking 5
percent of the Amended Stalking Horse Bid reduced by the escrowed
amount for the relocation of the pipeline.

The principal terms of the stalking horse bid are:

Purchaser:            Southern Coal Corporation, or an affiliated
                      entity designated by Southern Coal
                      Corporation

Purchase Price:       The aggregate purchase price for the assets
                      will be comprised of each of the following:
                      (i) 1.5 MM in cash paid at the time of
                      closing; (ii) purchaser will assume or
                      replace the issued and outstanding bonds
                      associated with the impoundment and Alma
                      Seam permits; (iii) the Company will make
                      every effort to expedite the sale process,
                      including but not limited to the request for
                      approval of the stalking horse bid on an
                      expedited basis.; (iv) the Company will
                      either have the Chesapeake pipeline
                      relocated to an area approved by Purchaser
                      or escrow $325,000 for such relocation.

Sale Closing:         Dec. 15, 2014

A copy of the Amended Stalking Horde Bid is available for free at

   http://bankrupt.com/misc/IBCSMining_265_Astalkinghorsebid.pdf

As reported in the TCR on Nov. 4, 2014, the Debtor will sell most
of its assets through an auction, with Southern Coal's offer
serving as the "stalking horse" bid or the lead bid.  Southern
Coal has offered to purchase the assets for $1.5 million, which
will be paid in cash at the closing of the sale.  The Company will
receive a 5% breakup fee if another bidder wins the auction for
the assets, which include all fee property owned by IBCS.

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

Southern Coal previously made a $2.5 million offer for the assets.
The company revised the terms of its offer after the original bid
drew flak from secured creditor Branch Banking and Trust Co. and
Wells Fargo Bank Northwest, N.A.  The banks argued that the
original offer did not reflect "fair value" for the assets and
that the 5% breakup fee is excessive, according to court filings.

                        About IBCS Mining

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

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


INNER HARBOR: Court Dismisses Chapter 11 Bankruptcy Case
--------------------------------------------------------
Natalie Sherman at The Baltimore Sun reports that the Hon. Robert
A. Gordon of the U.S. Bankruptcy Court for the District of
Maryland has dismissed Inner Harbor West LLC's Chapter 11
bankruptcy case, clearing the way for the current note holder to
foreclose on the 43 acres in Westport, as the original note holder
first attempted to do in February 2013.

According to The Baltimore Sun, Judge Gordon said he saw no
evidence that the Debtor would be able to reorganize its finances
and satisfy creditors.  The report quoted Judge Gordon as sayin,
"The Debtor has forfeited its right to continue in this case
through its own inaction and its own inability to reorganize.
That's the bottom line.  I'm sure if the Debtor could come up with
a plan that makes sense, a plan that works, it would be put on the
table.  But it's not on the table, and the deadline for putting it
on the table passed a long time ago."

The Baltimore Sun relates that the Debtor's property had been used
to secure a $30 million loan made in 2007 by Citigroup Global
Markets Realty Corp. to help finance the development.  The loan
came due in 2010, the report says.

The Baltimore Sun recalls that developer Patrick Turner's team had
been trying to find a buyer for the note, but in late 2012,
Citigroup Global started the foreclosure proceedings that were
stopped by the bankruptcy filing.  The report states that
Citigroup Global then transferred ownership of the note to
Westport Property Investments, which is represented by the law
firm Ballard Spahr.  According to the report, attorneys for the
Debtor had argued that Ballard Spahr's involvement represented a
conflict of interest, because the law firm worked on $160 million
bond deal approved by the City Council and then-Mayor Sheila Dixon
to pay for utility work, but Judge Gordon said that the Bankruptcy
Court was not the proper venue to resolve those claims.

                      About Inner Harbor

Inner Harbor West LLC became the subject of a Chapter 7
involuntary bankruptcy petition filed by two creditors: C. Frye
Associates, LLC, and Dixie Construction.  The involuntary Chapter
7 bankruptcy case, filed on Feb. 8, 2013, is assigned Bankr. D.
Md. Case No. 13-12198.

As reported by the Troubled Company Reporter on March 7, 2013,
Natalie Rodriguez of BankruptcyLaw360 reported that Judge Robert
A. Gordon granted Inner Harbor West LLC's request to convert an
involuntary Chapter 7 case launched by Dixie Construction Co. and
land-use law firm C. Frye Associates LLC to Chapter 11.

Jeffrey M. Sirody, Esq., represents Inner Harbor West in the
bankruptcy case.

The petitioning creditors are represented by Marc A. Ominsky,
Esq., at The SOS Law Group, in Columbia, Maryland.


INSTITUTO MEDICO: Feb. 3 Hearing on Adequacy of Plan Outline
------------------------------------------------------------
U.S. Bankruptcy Judge Enrique S. Lamoutte Inclan will convene a
hearing on Feb. 3, 2015, at 10:00 a.m., to consider adequacy of
information in the Disclosure Statement explaining Instituto
Medico Del Norte Inc.'s Plan of Reorganization.  Objections, if
any, are due 14 days prior to the hearing.

Under the Plan, the Debtor will effect payment of all Allowed
Administrative Expense Claims, Priority Tax Claims, Oriental
Bank's Secured Claim and General Unsecured Claims with the
available funds originating from Debtor's operations and the
collection of Debtor's accounts receivable.

According to the Disclosure Statement dated Oct. 31, 2014, the
Plan proposes these distributions:

   1. Class 9 Other Allowed Secured Claims ($205,412) -- 100% of
the allowed amount of the claim;

   2. Class 10 Unsecured Claims arising from Executory Contracts
($383,299) 100% of the allowed amount of the claim;

   3. Class 11 General Unsecured Convenience Claims ($378,690) --
5% of the allowed amount of the claim;

   4. Class 12 General Unsecured Claims ($5,878,865) -- 5% of the
allowed amount of the claim; and

   5. Class 13 Equity Security Interest -- 0%

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

      http://bankrupt.com/misc/InstitutoMedico_289_DS.pdf

                      About Instituto Medico

Instituto Medico del Norte, Inc., aka Centro Medico Wilma N.
Vazquez, aka Hospital Wilma N. Vazquez Skill Nursing Facility of
Centro Medico Wilma N. Vazquez, sought protection under Chapter 11
of the Bankruptcy Code on Oct. 30, 2013 (Bankr. D.P.R. Case No.
13-08961). The case is assigned to Judge Mildred Caban Flores.

The Debtor scheduled $20,843,692 in total assets and $20,107,642
in total liabilities.  The Debtor, however, said its real property
has a book value of $16,000,000 and personal property is worth
$6,105,979.

The Debtor is represented by Fausto David Godreau Zayas, Esq., and
Rafael A. Gonzalez Valiente, Esq., at Latimer Biaggi Rachid &
Godreau, in San Juan, Puerto Rico.  Luis B. Gonzalez & Co. CPA's
P.S.C. serves as accountant.

The U.S. Trustee for the District of Puerto Rico in December
appointed Dr. Carlos Mellado (b/t Lcda Dinorah Collazo Ortiz) as
patient care ombudsman.


ISTAR FINANCIAL: Moody's Raises Senior Unsecured Rating to B2
-------------------------------------------------------------
Moody's Investors Service has upgraded iStar Financial's senior
unsecured rating to B2 from B3 as a result of the REIT's portfolio
quality and operating performance improvement. In the same rating
action, Moody's upgraded the senior secured credit facility rating
to Ba3 from B1 and the preferred stock rating to Caa1 from Caa2.
iStar Financial's corporate family rating was affirmed at B2. The
outlook has been revised to stable from positive.

The following ratings were upgraded with a stable outlook:

Senior Unsecured debt to B2 from B3

Preferred Stock to Caa1 from Caa2

March 2012 senior secured credit facility Tranche A2 to Ba3 from
B1

Senior unsecured debt shelf to (P) B2 from (P) B3

Subordinated debt shelf to (P) Caa1 from (P) Caa2

Preferred Stock debt shelf to (P) Caa1 from (P) Caa2

The following rating was affirmed and the stable outlook revised
to stable from positive:

Corporate family rating at B2

Ratings Rationale

iStar's senior unsecured debt, secured credit facility and
preferred stock ratings have been upgraded as the firm's operating
performance and financial metrics have improved in the last three
quarters. A stable net lease portfolio, increased opportunities in
the lending segment and selective monetization of operating assets
are some factors contributing to the improved performance. The
company's near term liquidity situation is strong with $653
million of cash available, as of September 30, 2014, relative to
the $106 million of debt maturities through year-end 2015.

iStar's credit profile is still meaningfully influenced by the
firm's high leverage, large debt maturities in 2016 and 2017 and
its portfolio's large proportion of transitional and non-income
generating assets. Leverage (outstanding debt and preferred stock
as a percentage of common equity), deteriorated from 7.9x at
3Q2013 to 9.3x a year later, in part due to accumulated losses.
Approximately $926 million of debt is maturing in 2016, including
$400 million of convertible notes, and $1,300 million is maturing
in 2017. Outstanding cash balance, loan repayments and asset sales
might not be sufficient to pay down the debt, therefore iStar
would likely issue new debt. iStar owns and operates about $630
million of transitional commercial assets and a land bank valued
at $1.03 billion on a gross basis; revenue contributions from
these segments have been minimal in the last three years. Real
estate lending is a core business segment for iStar and the
company's ability to re-establish itself in a competitive sector
is uncertain, despite its long track record.

The stable rating outlook is based on the expectation that iStar
will continue to manage the portfolio in a prudent manner.
However, the company still faces challenges to re-establish its
lending platform in a competitive environment. The outlook also
reflects continued improvement in portfolio quality, albeit at a
slower rate, and higher capital flows generated by operating asset
and land sales.

Positive rating momentum is unlikely until the company largely
executes its operating asset portfolio and land bank strategic
initiatives. An upgrade will require available liquidity to manage
12 to 24 months of funding needs, fixed charge coverage including
preferred dividend approaching 1.6x on a sustained basis, net
debt/EBITDA at 10.0x or lower on a sustained basis, and continued
improvement in portfolio quality.

Downward rating pressure could result from fixed charge coverage
ratio falling below 1.1x on a sustained basis, deterioration in
portfolio quality due to higher proportion of non-performing
assets, a delayed or unclear capital strategy to deal with debt
maturities and lack of progress in reducing the volume of non-
income producing/ transitional assets.

Moody's last rating action with respect to iStar Financial Inc.
was on November 18, 2013 when Moody's assigned a B3 rating to
senior unsecured convertible notes and maintained the outlook for
all ratings at positive.

iStar Financial, Inc.'s ratings were assigned by evaluating
factors that Moody's considers relevant to the credit profile of
the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside
iStar Financial, Inc.'s core industry and believes iStar
Financial, Inc.'s ratings are comparable to those of other issuers
with similar credit risk.

iStar Financial Inc. [NYSE: STAR] is a finance and investment
company focused on the commercial real estate industry. iStar
provides custom-tailored investment capital to high-end private
and corporate owners of real estate and invests directly across a
range of real estate sectors. iStar Financial, which is taxed as a
REIT, is headquartered in New York City, and had total gross
assets of $5.9 billion as of September 30, 2014.


JOHN WHITNEY: Appeals Court Affirms Order Sustaining Demurrer
-------------------------------------------------------------
The Court of Appeals of California, Second District, Division
Seven, affirmed the trial court's order sustaining the
Respondents' demurrer without leave to amend in the case captioned
John Whitney, Plaintiff and Appellant, v. Citibank, N.A., et al.,
Defendants and Respondents, Case No. B250436.

Mr. Whitney appeals from the judgment entered upon the trial
court's order sustaining respondents Citibank N.A. et al.'s
demurrer without leave to amend.  The Appellant's second amended
complaint alleged claims for quiet title to his home and
declaratory relief.  The Appellant argues that his residential
mortgage was not properly securitized and he is entitled to know
to whom he owes his debt.

The Appellant seeks a judicial declaration as to which party is
entitled to receive the funds set aside in bankruptcy for the
payment of the $1 million promissory note he executed in January
2007 in favor of Wells Fargo Bank on his residence in Los Angeles.
The Appellant argues that declaratory relief "will determine what
the bankruptcy court should do with those funds."

The Plaintiff-Appellant is represented by:

          Joseph S. Klapach, Esq.
          KLAPACH & KLAPACH
          8200 Wilshire Boulevard, Suite 300
          Beverly Hills, CA 90211
          Telephone: (310) 525-3724
          Facsimile: (310) 728-1779
          E-mail: Joseph@KlapachLaw.com

               - and -

          Paul Kelley, Esq.
          KELLEY SEMMEL LLP
          5757 Wilshire Blvd., Penthouse 5
          Los Angeles, CA 90036
          Telephone: (323) 592-3450
          E-mail: pkelley@kelleysemmel.com

The Defendants-Respondents are represented by:

          Jan T. Chilton, Esq.
          SEVERSON & WERSON
          One Embarcadero Center, Suite 2600
          San Francisco, CA 94111
          Telephone: (415) 677-5603
          Facsimile: (415) 956-0439
          E-mail: jtc@severson.com

               - and -

          Kerry W. Franich, Esq.
          19100 Von Karman Avenue, Suite 700
          Irvine, CA 92612
          Telephone: (949) 225-7971
          Facsimile: (949) 442-7118
          E-mail: kwf@severson.com

A full-text copy of the November 21, 2014 Order is available at
http://bit.ly/1yZO1lZfrom Leagle.com.

Citibank N.A. provides retail banking services.  The Company
accepts deposits, makes personal and commercial loans, issues
credit cards, and provides other banking services.  Citibank
serves customers worldwide.

John Whitney filed a voluntary Chapter 11 bankruptcy petition on
August 3, 2009.


KID BRANDS: Dec. 1 Hearing on Bid to Incur DIP Financing
--------------------------------------------------------
Kid Brands, Inc., et al., submitted to the Bankruptcy Court a
proposed final debtor-in-possession order in relation to the
hearing scheduled for Dec. 1, 2014, at 10:00 a.m.  A copy of the
proposed order is available for free at

   http://bankrupt.com/misc/KidBrands_CashCollateral(1).pdf

The final hearing on the Debtors' motion to incur postpetition
financing and use of cash collateral was previously set for
Nov. 13.

As reported in the TCR on June 23, 2014, the Debtors have asked
the Bankruptcy Court's authority to borrow up to  $49 million,
consisting of a $27 million asset based revolving credit facility,
subject to a borrowing base based upon receivables and inventory,
and a $22 million asset based revolving credit facility, subject
to a borrowing base based upon intellectual property assets.
Salus Capital Partners, LLC, serves as the administrative agent
and collateral agent under the Credit Facility.

The proceeds of the DIP Financing will be immediately used in part
to repay the lender amounts outstanding under the pre-petition
credit facility provided by Salus Capital Partners, LLC, as
administrative agent, and a group of lenders party thereto, as to
which there is approximately $44.4 million in borrowings
outstanding.

The maturity date of the loans made under the DIP Credit Agreement
is the earliest to occur of (i) June 15, 2015, (ii) the date on
which Agent provides notice that an event of default has occurred,
(iii) the effective date of the Debtor plan of reorganization or
liquidation and (iv) the date on which a sale of substantially all
of the assets of the Company shall have occurred.  Loans under the
Receivables/Inventory ABL bear interest at the rate of LIBOR plus
10% and loans under the IP ABL bear interest at a rate of LIBOR
plus 15%.

                        About Kid Brands

Based in Rutherford, New Jersey, Kid Brands, Inc., is a designer,
importer, marketer, and distributor of infant and juvenile
consumer products.  Its operating subsidiaries consist of Kids
Line, LLC, CoCaLo, Inc., Sassy, Inc., and LaJobi, Inc.  Providing
"everything but the baby" for a child's nursery, the company sells
infant bedding and accessories under the Kids Line and CoCaLo
brands; nursery furniture under the LaJobi brand; and baby care
items under the Kokopax and Sassy brands.

Citing their inability to raise capital due to contingent
liabilities and operational issues, Kid Brands and six of its U.S.
subsidiaries each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 14-
22582) on June 18, 2014.  To preserve the value of their assets,
the Debtors are pursuing a sale of the assets pursuant to section
363 of the Bankruptcy Code.

The Debtor disclosed $921,358 in assets and $47,947,589 in
liabilities as of the Chapter 11 filing.

Judge Donald H. Steckroth oversees the cases.  The Debtors have
sought and obtained an order directing joint administration of
their Chapter 11 cases.

Lowenstein Sandler LLP serves as the Debtors' counsel.
PricewaterhouseCoopers LLP is the Debtors' financial advisor.  GRL
Capital Advisors acts as the Debtors' restructuring advisors.
GRL's Glenn Langberg served as the Debtors' chief restructuring
officer.  Mr. Langberg also oversaw the bankruptcy and sales of
Big M Inc., operator of the Mandee and Annie Sez stores.  Rust
Consulting/Omni Bankruptcy is the Debtors' claims and noticing
agent.

Salus Capital Partners LLC and Sterling National Bank have
committed to provide up to $49 million in DIP financing to the
Debtors.


LAKELAND DEVELOPMENT: Robertson Settlement Gets Court Approval
--------------------------------------------------------------
The Bankruptcy Court approved a settlement agreement and mutual
general release between Lakeland Development Company and the
Robertson Charitable Remainder Unitrust.

The parties assert that the settlement is in the best interest of
the bankruptcy estate and its creditors, since it resolves the
Robertson Trust's unsecured claim, which exceeds $14,160,000, in
exchange for an allowed general unsecured claim of only $2,500,000
-- less than 18% of the claimed amount.

The settlement agreement contains these material terms, among
others:

   1. The Robertson Trust filed a proof of claim and an amended
proof of claim, by which it asserts unsecured claims in excess of
$14,160,000, allegedly based on various agreements entered into in
connection with the Robertson Trust's sale of the stock in
Lakeland.  In compromise of the Robertson Trust's claims, the
Robertson Trust will receive an allowed general unsecured claim in
the amount of $2,500,000, and will waive all other claims against
the Debtor.  The Allowed Robertson Claim will not have any payment
or distribution preference, but will simply be paid at the same
time and to the same extent as all other allowed general unsecured
claims.

   2. The Robertson Trust will release and waive their claims
against the Debtor other than the Allowed Robertson Claim.  The
Debtor and related parties will likewise release and waive their
claims against the Robertson Trust and Mr. Robertson.

A copy of the settlement agreement is available for free at:
http://bankrupt.com/misc/LakelandDev_489_settlementRobertson.pdf

The Debtor's attorneys can be reached at:

         Richard T. Baum, Esq.
         11500 West Olympic Boulevard, Suite 400
         Los Angeles, CA 90064-1525
         Tel: (310) 277-2040
         Fax: (310) 286-9525

         Lawrence M. Jacobson, Esq.
         GLICKFELD, FIELDS & JACOBSON LLP
         9720 Wilshire Boulevard, Suite 700
         Beverly Hills, CA 90212
         Tel: (310) 550-7222
         Fax: (310) 550-6222

                 About Lakeland Development Company

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LINDEMUTH INC: Sells 20 Properties at Auction
---------------------------------------------
Megan Hart at Cjonline.com reports that 20 of the 21 properties
formerly owned by Kent Lindemuth were sold at an auction on
Tuesday.

Cjonline.com states that the sales went toward paying off Mr.
Lindemuth's mortgages with Kaw Valley Bank.

Rod Jackson at Kansas First News relates that the properties
include restaurants, gas stations, plots of land, and an old movie
theater, FOX Theater.

Ms. Froese, according to Cjonline.com, said that the prices the
properties sold for can't be released until the sale closes, and
only two had closed as of the end of business Wednesday -- (i) the
former Cardinal building at 2306 S.W. 10th, which sold for
$23,100; and (ii) a former 7-Eleven and tax office at 2501 S.E.
California, which sold for $74,550.

The only property not to sell was a vacant lot in the 500 block of
S.W. Taylor, as the sole bid on that property wasn't satisfactory,
Cjonline.com relates, citing Realtor Mary Froese, who was
coordinating the auction.

Cjonline.com reports that it was the last public auction involving
Mr. Lindemuth's properties that had been financed by Kaw Valley
Bank, whose part in the bankruptcy, according to Patricia
Hamilton, the bank's attorney, will be concluded in the next few
months when it completes a "credit bid" sale of 13 other
properties.

Rod Jackson at Kansas First News relates that the properties
include restaurants, gas stations, plots of land, and an old movie
theater, FOX Theater.

                        About Lindemuths

Lindemuth, Inc., based in Topeka, Kansas, filed for Chapter 11
bankruptcy (Bankr. D. Kan. Case No. 12-23055) on Nov. 9, 2012.
Jeffrey A. Deines, Esq. --jdeines@lcdlaw.com -- at Lentz Clark
Deines PA, oversees the case.  In its petition, Lindemuth Inc.
estimated under $50,000 in assets, and under $50 million in debts.
The petition was signed by Kent Lindemuth, president.

Affiliates that simultaneously filed for Chapter 11 are:

        Debtor                          Case No.
        ------                          --------
K. Douglas, Inc.                        12-23056
KDL, Inc.                               12-23057
Bellairre Shopping Center, Inc.         12-23058
Lindys Inc.                             12-23059
Kent Lindemuth                          12-23060


MARION ENERGY: Debt Owed Mostly to Parent and Castlelake
--------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Marion Energy Inc., an oil and gas production
and exploration company with properties in Utah, formally claimed
to have $166.8 million in assets and $171.1 million in debt.

According to the report, Castlelake also claims to be owed a
$17.6 million make-whole premium, Marion said.  Aside from the
Castlelake debt, the $136.7 million in other liabilities are all
unsecured, although $134.1 million is owed to Australian parent
Marion Energy Ltd., the report said, citing a court filing.

                       About Marion Energy

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

Its parent is Australia-based Marion Energy Limited (ASX:MAE).
Marion Energy Limited -- http://www.marionenergy.com.au/--is
principally engaged in investment in oil and gas projects and the
identification and assessment of new opportunities in the oil and
gas industry in Texas, Utah and Oklahoma in the United States of
America.

Marion Energy Inc. sought Chapter 11 bankruptcy protection (Bankr.
D. Utah Case No. 14-31632) in Salt Lake City, Utah on Oct. 31,
2014.  The Debtor estimated assets and debt of $100 million to
$500 million.  The Debtor has tapped Parsons Behle & Latimer as
attorneys.


MCDERMOTT INTERNATIONAL: S&P Lowers CCR to 'B+'; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Houston-based McDermott International Inc.
(McDermott) to 'B+' from 'BB-'.  The rating outlook is stable.

At the same time, S&P lowered the issue-level ratings on the
company's $400 million senior secured LOC facility and $300
million senior secured first-lien term loan to 'BB' from 'BB+'.
The recovery ratings on the first-lien facilities remains '1',
indicating S&P's expectation for very high (90%-100%) recovery in
the event of a payment default.

In addition, S&P lowered the issue-level rating on the company's
$500 million second-lien notes to 'BB-' from 'BB'.  The recovery
rating on the notes remains '2', indicating S&P's expectation for
substantial (70%-90%) recovery in the event of a payment default.

"The downgrade reflects our view that a rebound in McDermott's
operating cash flows and decline in debt leverage to below 4x will
likely take longer, with some projects booking slower than we
previously anticipated," said Standard & Poor's credit analyst
Robyn Shapiro.

However, S&P notes the company's progress on the turnaround of its
operating performance; it has reduced the number of loss projects
in backlog to four from nine as well as improved financial
results, including decelerating cash outflows in the third quarter
of 2014.

The rating on McDermott reflects the inherent cyclicality of the
E&C services sector and McDermott's niche service offerings in the
competitive offshore oil and gas market.  During 2013, the company
recorded an operating loss of $465 million, a result of a
combination of operational matters and commercial issues with
customers that affected the company's estimates of costs at
completion for various projects.

The outlook is stable.  S&P expects operating performance to
improve in 2015 relative to 2014.  Given McDermott's current
capital expenditure plans, S&P expects free operating cash flow to
remain negative during the next two years.  However, S&P expects
cash flow from operations to be positive in 2015.

S&P could lower the rating in the next year if operating
performance fails to improve as expected and cash from operations
does not remain positive for the full year 2015.  Additionally,
S&P could lower the rating if liquidity deteriorates, due to a
covenant violation for example.  This could occur if the company
experiences delays or underperforms on a number of contracts in
2015.

S&P could raise the rating in the next year if the company is able
to execute its business improvement initiatives and stabilize and
improve profitability and operating performance.  S&P would expect
liquidity to improve to "adequate," with at least 15% headroom
under financial covenants, with a path to achieve debt to EBITDA
less than 4x, as well as positive cash from operations.


MCS AMS: S&P Revises Outlook to Negative & Affirms 'B' CCR
----------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Plano, Texas-based MCS AMS Sub-Holdings LLC to negative
from stable.  At the same time, S&P affirmed its 'B' corporate
credit rating on the company.

S&P also affirmed its 'B' issue rating on the company's senior
secured debt, which comprises a $20 million bank revolver due 2018
and a $340 million bank loan due 2019.  The '3' recovery rating on
the debt remains unchanged, indicating S&P's expectation for
meaningful recovery (50%-70%; upper half of the range) in the vent
of payment default or bankruptcy.

The outlook revision reflects S&P's expectation that the U.S.
mortgage delinquency and foreclosure market will decline and the
company will not be able to increase its EBITDA enough to maintain
an adequate maximum leverage cushion in its credit facility when
it steps down in fourth-quarter 2015.  S&P estimates that the
headroom in the covenant will be in the mid-single-digit percent
area, beginning in fourth-quarter 2015.  As a result, S&P revised
its liquidity profile assessment to "less than adequate" from
"adequate."  With such tight covenant headroom on the maximum
total leverage covenant, there is risk of a covenant violation if
the company misses S&P's base-case forecast.

The corporate credit rating on MCS reflects the company's
significant debt burden, aggressive financial policy, customer
concentration, and narrow business focus in a niche market.
Following TDR Capital's 2012 leveraged buyout of the company, MCS'
credit metrics deteriorated significantly and have only modestly
improved since then.  S&P forecasts that the credit metrics will
improve in 2015 due to scheduled debt repayment of approximately
$25 million, combined with modest new business wins and increased
revenue through the recently acquired collateral solutions and
field services business units from CoreLogic Inc.

The rating also reflects MCS' customer concentration and narrow
business focus within a niche industry.  The company competes in a
sector with low barriers to entry (given the low capital
expenditure requirements) and weak industry fundamentals due to
declining foreclosure activity.  The company also has a small
customer base and a limited ability to meaningfully diversify,
given the concentrated nature of the mortgage industry.  S&P
assess the company's business risk profile as "vulnerable" based
on these credit factors.

"The negative outlook reflects our view of the company's tight
covenant cushion and the potential that it could violate covenants
if it misses our base-case forecast, especially because newly
initiated and in-process foreclosures are declining," said
Standard & Poor's credit analyst Rodney Olivero.  "We expect that
the company will use low, but consistent, positive free cash flow
generation to pay down debt and improve covenant headroom to above
15% by 2016."

S&P could consider a downgrade if delinquency and foreclosure
activity decreases further or if the company loses a major
customer, resulting in reduced operating performance and
profitability such that its covenant cushion tightens further or
it is unable to widen the cushion in 2016.

S&P could revise the outlook to stable if the company improves its
total maximum financial covenant headroom to above 15%.  To
achieve this, the company would need to recognize the benefits
from its recent acquisition of two CoreLogic business units and
strengthen its financial profile through debt repayment such that
the covenant headroom increases to above 15%.  S&P believes that
for the covenant headroom to improve above 15% by 2016 EBITDA
would need to improve by 7% from 2016 pro forma levels, combined
with scheduled debt repayment.


MEDICAL PROPERTIES: S&P Raises CCR to 'BB+'; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Medical Properties Trust Inc. to 'BB+' from 'BB' and
revised the outlook to stable from positive.

At the same time, S&P revised its recovery rating on the company's
senior unsecured debt to '2' from '3' and raised the issue-level
rating on this debt to 'BBB-' from 'BB'.  The rating is one notch
above the corporate credit rating as a result of S&P's revised
recovery rating.  The '2' recovery reflects expectations for
substantial (70%-90%) recovery prospects in the event of a payment
default.

"The upgrade reflects the increased scale of MPW's portfolio and
our view that the larger portfolio provides greater cash flow
diversity, while also providing good rent protection given the
sound rent coverage and modest lease rollover exposure," said
credit analyst Kenny Tang.  "MPW has grown its portfolio
substantially enough that its concentration risk has decreased
such that no single asset now consists of more than 2.6% of the
portfolio.  In addition, MPW's tenant concentration with the
perennial largest tenant Prime Healthcare has gradually been
diversified as the company has expanded its platform, although we
acknowledge that Prime remains one of MPW's largest tenants."

The stable outlook on MPW reflects S&P's expectation that the
company will continue to improve its portfolio diversification and
maintain stable to improving cash flow as a result of solid rent
coverage and low lease rollover.  In addition, S&P expects the
company will finance accretive acquisitions in a manner that will
support our assessment of an "intermediate" financial risk
profile.

Upside scenario

Consideration for an upgrade is unlikely at this time given the
still high tenant concentration, specialty purpose nature of its
assets, and recent expansion of the portfolio, which would require
additional seasoning under management and uncertainty regarding
future appetite for growth, including further international
expansion of the platform.  However, S&P would consider raising
the financial risk profile to "modest" from "intermediate" if MPW
comfortably and consistently beats forecast credit measures such
as debt to EBITDA consistently in the 2.5x-4.5x range or better,
if fixed-charge coverage is greater than 3.1x, and if debt to
capital is consistently less than 40%.

Downside scenario

Although also unlikely over the near term, S&P would consider
lowering the ratings if MPW aggressively pursues acquisitions or
faces material tenant challenges, such that credit measures
deteriorate.  Credit measure thresholds include a fixed-charge
coverage ratio of 2.1x or below, a total debt to EBITDA exceeding
7.5x and total debt to capital exceeding 55%.  This could result
in the revision of the financial risk profile to "significant"
from "intermediate".


MENDOCINO COAST RECREATION: Dec. 12 Hearing on Plan Outline
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
is set to hold a hearing on Dec. 12 to consider approval of the
outlines of Mendocino Coast Health Care District's Chapter 9 plan.

Mendocino on Oct. 31 filed a plan of adjustment for the resolution
of its debts.  The plan explains how claims, which are classified
into nine classes, will be treated.

Claims asserted on account of revenue bonds are classified in
Classes 1 to 3 while Class 4 consists of claims on account of
general obligation bonds.

The claim of The Office of Statewide Health Planning and
Development of the State of California is classified in Class 5.
It will be allowed as secured claim in the amount of $1,005,805.

Class 6 consists of all secured claims against Mendocino, which
are not included in Classes 1 to 5.  Mendocino proposes to pay
cash to the claimants; leave unaltered the rights constituting the
claims; or either abandon or surrender to the claimants the
property securing their claims.

Each holder of claims in Class 7 will be paid in cash and will
recover 55% of its claim.  Class 7 consists of unsecured claims
held by a single creditor that are either less than or equal to
$5,000 in the aggregate, or greater than $5,000 in the aggregate
but as to which the holder thereof has voluntarily and timely
elected in writing to reduce to a single unsecured claim of
$5,000.

Class 8 consists of unsecured claims.  Unsecured creditors will
receive pro rata share of the GUC distribution.  GUC distribution
means the aggregate amount of $600,000 to be put into a segregated
account.

Meanwhile, Class 9 consists of claims against Mendocino pursuant
to California Tort Claims Act and Workers' Compensation Act.

A copy of Mendocino's Chapter 9 plan of adjustment is available
for free at http://is.gd/v7e27i

                  About Mendocino Coast Recreation

Fort Bragg, California-based Mendocino Coast Recreation and Park
District filed for Chapter 9 protection (Bankr. N.D. Calif. Case
No. 11-14625) on Dec. 9, 2011.  Douglas B. Provencher, Esq., at
Law Offices of Provencher and Flatt, represents the Debtor.  The
Debtor estimated assets as $10 million to $50 million and debts at
$1 million to $10 million.  The petition was signed by James C.
Hurst, executive director.

Westamerica Bank objected to the petition on the ground that the
District failed to meet the Chapter 9 eligibility requirements in
Section 109(c)(5)(B) of the Bankruptcy Code.  The Bankruptcy Court
overruled the Bank's objection.


MOLYCORP INC: S&P Lowers CCR to 'SD' on Debt-To-Equity Swap
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on U.S.-based Molycorp Inc. to 'SD'
(selective default) from 'CCC'.

At the same time, S&P lowered its issue rating on Molycorp's $414
million convertible notes due 2017 and $172.5 million convertible
notes due 2018 to 'D' (default) from 'CCC-'.  The recovery rating
on these notes is unchanged at '5', indicating S&P's expectation
of modest (10%-30%) recovery prospects in the event of a payment
default.  S&P also removed the corporate credit rating and issue
rating from CreditWatch with positive implications, where S&P had
placed them on Sept. 4, 2014.

S&P's 'CCC' rating on the company's $650 senior secured debt
remains on CreditWatch with positive implications.  The company's
3.25% convertible debt due 2016 is unrated.

"The downgrades reflect Molycorp's agreement with a holder of its
notes to exchange $38 million of its convertible notes for $16
million of common stock," said Standard & Poor's credit analyst
Cheryl Richer.  "Under our criteria, we view the exchange of the
subordinated notes as distressed and tantamount to a default.
This is because we believe there has not been adequate
compensation for the investor's involved in this swap."

S&P expects to reassess its corporate credit rating and debt
ratings on Molycorp within a few weeks.


MOMENTIVE PERFORMANCE: Asks Judge to Toss Bondholders' Bill
-----------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that a
group of bondholders who fought -- and lost -- to squeeze more
money from once-bankrupt Momentive Performance Materials Inc. want
the silicone and quartz manufacturing company to pay their legal
bills.

According to the report, senior bondholders have asked Momentive
Performance to pay nearly $12 million for their lawyers and
financial advisors who argued earlier this year that Momentive
Performance owed them "make-whole" payments.  The payments would
compensate senior bondholders, in part, for future interest
payments they would have received if the company hadn't filed for
bankruptcy in April, the report related.

                   About Momentive Performance

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

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

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

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

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

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

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

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

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

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

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

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

Momentive Performance Materials Inc. and its debtor-affiliates
notified the U.S. Bankruptcy Court for the Southern District of
New York that their joint Chapter 11 plan of reorganization became
effective as of Oct. 24, 2014, at 4:00 p.m. (prevailing Eastern
Time).  The Court confirmed their joint plan on Sept. 11, 2014.


MOSS FAMILY: Can Use Fifth Third's Cash Collateral Until Dec. 7
---------------------------------------------------------------
U.S. Bankruptcy Judge Harry Dees Jr. signed off on an order
allowing Moss Family Limited Partnership and Beachwalk, L.P. to
use the cash collateral of Fifth Third Bank until December 7.

A further hearing on the use of cash collateral will take place on
December 4.

                       About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17, 2012.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors.  Moss Family disclosed $6,609,576 in
assets and $6,299,851 in liabilities as of the Chapter 11 filing.

The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013,
provides that unsecured claims will be fully paid and satisfied by
use of the proceeds from the sale of LaPorte Judgment Lien
Property.


NEOGENIX ONCOLOGY: Wants Approval of $2.5MM DIP and Exit Financing
------------------------------------------------------------------
Neogenix Oncology, Inc., asks the Bankruptcy Court for
authorization to obtain debtor-in-possession and exit financing in
the maximum original principal amount of up to $2,500,000 from ALJ
Capital Management, LLC, as agent and on behalf of LJR Capital,
L.P., ALJ Capital I, L.P. and ALJ Capital II, L.P.,

The material terms of the DIP and exit financing loan agreement.
include, among other things:

   Amount of Borrowing:       (i) Minimum Loan Amount: $2,000,000
                             (ii) Maximum Loan Amount: $2,500,000

   ALJ Investment            With respect to both the Original
   Return and Litigation     Principal Loan Amount and the amount
   Share:                    of any Additional Borrowings, in
                             addition to being entitled to be
                             repaid the Outstanding principal loan
                             amount, the lender will also be
                             entitled to receive the greater of
                             either (1) a $500,000 guaranteed
                             minimum investment return or (2) the
                             amount necessary to provide the
                             lender with an investment rate of
                             return of 40% compounded annually and
                             taking into account the timing of any
                             actual payments to the lender.
                             Within two business days of the
                             lender funding the original principal
                             loan amount or any additional
                             borrowings, the lender will send to
                             the Debtor and its counsel an Excel
                             spreadsheet calculating the monthly
                             payoff amounts of the outstanding
                             principal loan amount and the
                             guaranteed minimum investment return
                             or the ALJ Investment Return,
                             whichever is applicable, for the next
                             twenty four months.  In addition to
                             the foregoing, the lender will also
                             be entitled to receive five percent
                             of the net litigation proceeds up to
                             and including $20,000,000 in net
                             litigation proceeds and two and one-
                             half percent of the net litigation
                             proceeds in excess of $20,000,000.
                             The litigation share will be capped
                             at a maximum amount of $2,000,000.

The financing will secured by and payable out of certain
litigation proceeds.

A copy of the financing documents is available for free at
http://bankrupt.com/misc/Neogenix_469_exitfinancing.pdf

                     About Neogenix Oncology

Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11
petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in
Greenbelt with a deal to sell the assets to Precision Biologics
Inc., absent higher and better offers.

Founded in December 2003, Neogenix is a clinical stage, pre-
revenue generating, biotechnology company focused on developing
therapeutic and diagnostic products for the early detection and
treatment of cancer.  Neogenix, which has 10 employees, says it
its approach and portfolio of three unique monoclonal antibody
therapeutics -- mAb -- hold the potential for novel and targeted
therapeutics and diagnostics for the treatment of a broad range of
tumor malignancies.

Thomas J. McKee, Jr., Esq., at Greenberg Traurig, LLP, in McLean,
Virginia, serves as counsel.  Kurtzman Carson Consultants LLC is
the claims and notice agent.

The Debtor estimated assets of $10 million to $50 million and
debts of $1 million to $10 million.

W. Clarkson McDow, Jr., U.S. Trustee for Region 4, appointed seven
members to the committee of equity security holders.

Sands Anderson PC represents the Official Committee of Equity
Security Holders.  The Committee tapped FTI Consulting, Inc., as
its financial advisor.


NEW LIFE: Further Amends Schedule of Assets & Liabilities
---------------------------------------------------------
New Life International deemed it necessary to amend its Schedule
of Liabilities to add certain purported creditors holding
unsecured non-priority claims. In addition, NLI received
information which indicates a need for it to revise the amount of
claim for certain creditors holding unsecured non-priority claims.

Thus, the Debtor, Oct. 30, 2014, filed fifth amendments to its
Schedules F (Schedule of Non-priority Unsecured Claims).  The
Amendment includes two exhibits:

  * Exhibit A, which includes an explanation of NLI's charitable
    gift annuity agreements (CGAs) and charitable installment
    purchases (ChIPs).

  * Exhibit B, which is listing of creditors which should be
    included in Schedule F.

A copy of the Fifth Amendments to Schedule F is available for free
at http://bankrupt.com/misc/NewLife-AmdSALOct30.pdf

                          About New Life

New Life International, a religious corporation originally
incorporated under the name "World Bible Society", sought Chapter
11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-bk-10974)
in Nashville, Tennessee, on Dec. 31, 2013.

The Debtor disclosed $44,651,301 in assets and $46,362,805 in
liabilities as of the Chapter 11 filing.

NLI's sources of revenue include donations of goods, money and
other property, investment earnings, sale of Christian-themed
merchandise and earnings from other real estate and operating
entities.  Other names used by the Debtor are the National
Community Foundation, The New Life Group, and Band Angels.

The Debtor has tapped Gullett Sanford Robinson & Martin, PLLC as
attorneys and Kraft CPAs Turnaround & Restructuring Group, PLLC,
as financial consultant.

The U.S. Trustee for Region 8 appointed an official committee of
unsecured creditors consisting of Robert T. Abbotts, Dorothy F.
Mack, James D. Rice, Richard M. Taylor, and Sharon L. Upton-Rice.
Bradley, Arant, Boult, Cumming LLP serves as counsel to the
Committee.

The Debtor obtained final approval of its Chapter 11 liquidating
plan on Sept. 2, 2014, after the state attorney general withdrew
its objection.


NEW YORK CITY OPERA: Suitor Rips Slow Case, Demands Auction
-----------------------------------------------------------
Law360 reported that architect and businessman Gene Kaufman, who
is angling to buy the bankrupt New York City Opera Inc.'s assets,
told a bankruptcy judge that the opera is getting nowhere with
Chapter 11 proceedings and the court should force an auction to
preserve the worth of its remaining assets.

According to the report, Kaufman, who has put forth a proposal for
City Opera, lobbed an objection to City Opera's fifth request to
extend the exclusivity period under which the debtor alone can
draft a reorganization plan without the threat of a rival plan
being submitted.

As previously reported by the TCR, citing Bill Rochelle and Sherri
Toub, bankruptcy columnists for Bloomberg News, the City Opera
asked for a fifth extension of the deadline on its exclusive right
to file a Chapter 11 plan.  According to the report, the opera
said not extending its exclusive plan filing deadline until Dec.
28 would be a "serious detriment" to discussions "regarding the
disposition of assets."

                     About New York City Opera

New York City Opera, Inc., sought Chapter 11 bankruptcy protection
(Bankr. S.D.N.Y. Case No. 13-13240) on Oct. 3, 2013.  Created 70
years ago, the company was once dubbed "the people's opera"
by Mayor Fiorello LaGuardia, and was a breeding ground for young
talent that included Beverly Sills and Placido Domingo.

The Opera estimated between $1 million and $10 million in both
assets and debt.

The petition was signed by George Steel, general manager and
artistic director.  Kenneth A. Rosen, Esq., at Lowenstein Sandler
LLP, serves as the opera's counsel.  Ewenstein Young & Roth LLP
serves as special counsel.


NORTH ATLANTIC TRADING: S&P Alters Outlook to Pos., Affirms B- CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Louisville, Ky.-based North Atlantic Trading Co. Inc. to positive
from stable.  At the same time, S&P affirmed its 'B-' corporate
credit rating on the company and our 'B-' and 'CCC' ratings on its
first- and second-lien debt, respectively.

"The positive outlook reflects our upward revision of our forecast
for free cash flow in 2015, based primarily on the company's debt
refinancing earlier this year, which has resulted in material cash
interest savings," said Standard & Poor's credit analyst Brennan
Clark.  "As a result, we now expect EBITDA interest coverage to
improve to the low-2.0x area in 2015, compared to our prior
estimate of about 1.5x."

Standard & Poor's ratings on NATC reflect its significant debt
burden and aggressive financial policy.  S&P's ratings also
reflect NATC's weak position in the "other tobacco products"
industry.

The positive outlook reflects S&P's expectation that operating
performance will remain stable and free cash flow will improve to
about $20 million due to lower interest costs, resulting in
stronger credit metrics by the end of 2015, including EBITDA
interest coverage above 2x.


NORTHEAST WIND II: S&P Affirms 'B+' CCR, Removed From Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Northeast Wind Capital II LLC.  S&P also removed
the rating from CreditWatch, where it placed it with negative
implications on March 10, 2014.  The outlook is stable.

At the same time, S&P affirmed its 'BB-' issue-level rating on the
company's $320 million senior secured term loan due 2020.  The '2'
recovery rating on the facility remains unchanged.  A '2' recovery
rating indicates S&P's expectation of substantial recovery (70% to
90%) if a default occurs.  S&P's recovery expectations are in the
lower end of the 70% to 90% range.

S&P's rating affirmation reflects the positive ruling provided by
Maine's Supreme Court approving the joint venture creating
Northeast Wind Capital II LLC.  The previous uncertainties related
to the possible change in Northeast Wind's ownership profile
arising from the possibility of Emera selling its 49% stake in
Northeast Wind's parent company have been put to rest.  As S&P has
previously, it will continue to rate Northeast Wind as a stand-
alone entity because there is no one party controlling the joint
venture.

"Assuming the sale of Northeast Wind is completed as proposed we
expect this to be neutral to credit quality," said Standard &
Poor's credit analyst Trevor D'Olier-Lees.  "Until then the stable
outlook reflects our expectation of fairly predictable revenues
driven by the company's highly contracted revenue coming from
operating renewable assets and the company's leading position in
the Northeast states," said Mr. D'Olier-Lees.

S&P views the recently announced sale of First Wind Capital LLC
including Northeast Wind to SunEdison Inc. and Terraform Power
Inc. as neutral to the credit to Northeast Wind.  S&P expects that
SunEdison and Terraform will use transaction proceeds to fully
repay outstanding debt at Northeast Wind and unwind the Emera
joint venture.  When the sale is complete, which S&P expects will
occur in the first quarter of 2015, it will evaluate the ratings
and outlook on Northeast Wind based on actual debt repayment.

The financial risk profile of the company remains "highly
leveraged" given the significantly high leverage ratio that is
expected to decrease only marginally over time.  S&P views
Northeast Wind's liquidity as "adequate," with liquidity coverage
(sources divided by uses) of about 2x during the next 24 months.

Under S&P's base case, it expects that FFO to total debt and total
debt to EBITDA will remain stable at about 3.5% and 10.5x,
respectively, in 2016.  S&P expects financial measures to continue
to modestly improve over time as the company pays down debt with
excess cash.

S&P may lower the rating if the company fails to meet its base
case forecast and deleverages more slowly than expected, resulting
in debt to EBITDA greater than about 12x in 2016 and beyond on a
sustained basis.  This could result from operating problems or
weaker-than-expected wind speeds.

Although unlikely, S&P may raise the rating if the company
outperforms its base case and deleverages such that debt to EBITDA
would be expected to fall below 5x over the next few years.  This
could be due to additional assets being added, faster-than-
expected debt payments, or favourable re-contracting.


OPTIM ENERGY: Has Until Dec. 15 to Deliver Plan Draft to Lenders
----------------------------------------------------------------
Optim Energy, LLC, et al., notified the Bankruptcy Court of the
amendment to Schedule 12.1 to the DIP Credit Agreement to:

   a) extend until Dec. 15, 2014, the milestone regarding the
Debtors' delivery to the lenders of either (i) a draft plan of
reorganization and disclosure statement, in each case acceptable
to the majority lenders, or (ii) a sale proposal acceptable to the
majority lenders; and

   b) extend until Feb. 9, 2015, the milestone regarding the
Debtors' filing of either (i) such Plan of Reorganization and
Disclosure Statement or (ii) a sale and bidding procedures motion
relating to such sale proposal with the Bankruptcy Court.

The Debtor notified the Court of the extension until Nov. 14,
2014, of the milestones regarding (a) the Debtors' delivery to the
lenders of a draft plan and disclosure statement.

                        About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cedar
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6,948,418 in assets and $716,561,450
in liabilities.  Optim Energy Cedar Bayou 4, LLC, disclosed
$183,694,097 in assets and $717,646,180 in liabilities as of the
Chapter 11 filing.  The Debtors have $713 million of outstanding
principal indebtedness.

On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3,
notified the Bankruptcy Court that she was unable to appoint an
official committee of unsecured creditors in the Debtors' cases.
The U.S. Trustee explained that there were insufficient responses
to her communication/contact for service on the committee.


PANAMA CANAL RAILWAY: Moody's Affirms Ba2 Secured Notes Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating assigned to
the Senior Secured Notes issued by the Panama Canal Railway
Company (PCRC) and revised the outlook to positive from stable.
The rating action affects approximately $83 million of outstanding
debt. The Senior Secured Notes had an original face value of $100
million and were issued under Rule 144A/Reg. S with a final
maturity in 2026.

Ratings Rationale

The rating action reflects the full and sustainable recovery in
container volumes handled by PCRC, lower debt levels that have led
to improved financial metrics, and adequate levels of liquidity
reserves.

After a steep 37% fall in total container volumes handled by PCRC
in 2009 due to the economic downturn, total container volumes
bounced back rapidly increasing by 69% in 2010. Since then, and
despite inherent sector volatility, container volumes have
remained consistently at levels above 350,000 and Moody's estimate
that will be in the range of 400,000 in 2014. This has led to a
sustained improvement of Debt Service Coverage Ratios from below
1.0x in 2009 to 3.3x in 2013, as measured by Moody's. PCRC has
lowered its total debt levels and currently consists primarily of
the outstanding $83 million Senior Secured Notes. As a result,
Debt to Total Capitalization ratio fell to 80.1% in 2013 from
89.1% in 2009.

The rating and outlook are supported by PCRC's liquidity, which
primarily consists of a six-month debt service reserve backed by a
$4.6 million letter of credit and a $6 million liquidity reserve
also backed by a non-recourse letter of credit.

What Could Change the Rating -- Up/Down

The rating could be upgraded if the company is able to execute
longer term, firm volume contracts that result in a sustained debt
service coverage of at least 2.5 times (by Moody's calculation),
if debt service and liquidity reserves are fully funded and
maintained, and if leverage as measured by Debt/Total
Capitalization continues below or at their current levels of 80%.

Given the positive outlook, Moody's do not expect downward
pressure on the ratings in the near to medium term. However, the
outlook could return back to stable if liquidity reserves fall
below their current levels, if PCRC's debt service coverage ratio
(by Moody's calculation) drops below 2.5 times on a sustained
basis as a result of operational problems or if there is a
sustained drop in major freight volumes, or a sharp increase in
leverage.

Panama Canal Railway Company was incorporated on October 25, 1996
in the Cayman Islands in order to undertake a concession granted
by the Government of Panama (Baa2 stable) to construct, maintain
and operate a freight and passenger rail service for an initial
period of 25 years with a renewal of another 25 years at the
option of the company. The 47-mile long railway parallels the
Panama Canal and is the shortest land bridge connecting the
Pacific and Atlantic oceans. The company is owned 50% by Kansas
City Southern, a publicly traded company, and 50% by Mi-Jack, a
private company that operates over 70 railroad intermodal
terminals in North America.

The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.


PARLIAMENT PARTNERS: Bankruptcy Plan Aims to Shed $14MM in Debt
---------------------------------------------------------------
Paul Brinkmann at Orlando Sentinel reports that Parliament
Partners, Inc., is floating a plan to emerge from bankruptcy by
shedding about $14 million in debt guarantees associated with a
timeshare expansion.

Orlando Sentinel relates that the Plan envisions detaching the
Debtor entirely from the debt on the timeshare expansion, so that
the hotel and entertainment complex free can operate on its own.

According to Orlando Sentinel, the Plan would also give the Debtor
the chance to pay down another mortgage of $7.5 million, now held
by investor Ken Johnson, for $3.5 million, if it can be paid
quickly over the next year.


The Debtor's owner, Don Granatstein, also owns The Gardens LLC,
but the debt on the timeshare project is held by at least 60
individuals, Orlando Sentinel states, citing R Scott Shuker, Esq.,
at Latham, Shuker, Eden & Beaudine LLP, the attorney for the
Debtor.  The report quoted Mr. Shuker as saying, "The Gardens
would still be responsible for the timeshare loan, but we also
need to reach agreement on that debt.  If we can't, there could
also be a bankruptcy there."

Orlando, Florida-based Parliament Partners, Inc., dba Parliament
House filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla.
Case No. 14-08503) on July 25, 2014, estimating its assets at $1
million to $10 million and its liabilities at $10 million to $50
million.  The petition was signed by Donald Granatstein,
president.

R Scott Shuker, Esq., at Latham, Shuker, Eden & Beaudine LLP,
serves as the Debtor's bankruptcy counsel.


PATRIOT COAL: Moody's Lowers Corporate Family Rating to Caa1
------------------------------------------------------------
Moody's downgraded the ratings of Patriot Coal, including the
corporate family rating (CFR) to Caa1 from B3, probability of
default rating (PDR) to Caa1-PD from B3-PD, and the rating on the
senior secured term loan to Caa1 from B3. Moody's also lowered the
speculative grade liquidity (SGL) rating to SGL-4 from SGL-3. The
outlook is negative.

Downgrades:

Issuer: Patriot Coal Corporation

Corporate Family Rating, Downgraded to Caa1 from B3

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

Speculative Grade Liquidity Rating, changed to SGL-4 from SGL-3

Senior Secured Bank Credit Facility (Local Currency), Downgraded
to Caa1, LGD4 from B3, LGD4

Outlook Actions:

Issuer: Patriot Coal Corporation

Outlook, Changed To Negative From Stable

Ratings Rationale

The downgrade reflects weak credit metrics and liquidity as a
result of weak metallurgical coal prices, and Moody's expectation
that metallurgical coal markets will remain challenged for the
foreseeable future, with only modest price recovery expected in
2016. Moody's expect that in 2014, Patriot will sell roughly 22
million tons of coal, roughly third of which is metallurgical coal
sold to global and domestic steelmakers. The company's metrics are
particularly sensitive to the volatile prices of metallurgical
coal, which early in 2014 collapsed to levels that make most
domestic production uneconomic and which are unlikely to recover
over the next eighteen months. Meanwhile, well over half of the
company's thermal production comes from Central Appalachia, a
region that remains in a rapid secular decline, with spot prices
remaining below the average cost of production in the region.

Moody's expects that in 2014 and 2015, the company's EBITDA, as
adjusted by Moody's, will be negligible, while the company's cash
from operations will run at roughly negative $50 million per year.
Moody's expect the company to need to invest roughly $100 million
per year to maintain current production volumes. At September 30,
2014, the company's liquidity was roughly $151 million, consisting
of cash and cash equivalents of $98 million and $53 million
available under the ABL revolver. Moody's believe that the
headroom under the credit facility's covenants will become tight
over the next twelve months. The speculative grade liquidity
rating of SGL-4 reflects the deteriorating liquidity position.

The corporate family rating continues to reflect the various steps
the company has taken to restructure its operations, including
rationalizing production volumes, closing higher cost operations,
and renegotiating its labor contracts and retiree benefits.
Notwithstanding the restructuring, Moody's believe that the
company's costs will remain under pressure due to the nature of
company's operations, which include a mix of mine types (with only
two utilizing the more cost efficient longwalls), high proportion
of unionized labor, and increasingly difficult geological
conditions in Central Appalachia. The ratings also reflect
Patriot's ample export capacity and availability of multiple
shipping options, as well as a diverse international customer base
-- all of which are favorable factors in the company's ability to
market its coal to the seaborne markets. However, the company
needs a recovery in both metallurgical and thermal prices in order
to generate positive free cash flows. Absent commodity price
recovery, the company's margins and leverage metrics will come
increasingly under pressure as more favorably priced contracts
roll off.

The negative outlook reflects Moody's expectation of continuing
deterioration in liquidity position absent recovery in
metallurgical coal markets.

An outlook could be stabilized if liquidity position improved and
Debt/EBITDA, as adjusted, was sustained below 7x.

A downgrade would result if the company continues to burn cash and
liquidity continues to deteriorate.

Patriot Coal is a metallurgical and thermal coal producer based in
St. Louis with roughly 1.8 billion of reserves and 10 mining
complexes in Central Appalachia and the Illinois Basin. The
company emerged from bankruptcy proceedings in December 2013 and
generated $1.1 billion in revenues on sales of 16.5 million tons
of coal for the nine months ended September 30, 2014.

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.


PHILLIPS INVESTMENT: Has Access to Cash Collateral Until May 2
--------------------------------------------------------------
U.S. Bankruptcy Judge Mary Grace Diehl in a final order authorized
Phillips Investments, LLC, to use cash collateral until May 2,
2015.

The Debtor will use the cash collateral to operate its business
and manage its property -- certain parcels of improved commercial
real estate from which it operates two retail shopping centers
commonly known as Gwinnett station and Gwinnett Prado.

East West Bank asserts first priority security title to the
property, rents and leases.

As adequate protection from any diminution in value of the lender,
the Debtor will grant the lender replacement liens on all
postpetition assets, and a superpriority administrative claim
status.

                     About Phillips Investments

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

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


PREMIER PAVING: Suncor Energy Wants Payment of $1.3MM Claim
-----------------------------------------------------------
Suncor Energy (U.S.A.) Inc. asks the Bankruptcy Court to enter a
judgment against Premier Paving, Inc. in the amount of $1,304,747
plus interest, pursuant to Third Amended Plan of Reorganization
dated July 9, 2013.

On Aug. 23, 2013, the Court confirmed the Third Amended Plan.

Suncor, by and through its counsel, Gordon & Rees LLP, notes that
Class 12(b) of the Plan contained Suncor's general, unsecured
claim.  The Plan provides that Class 12(b) "will receive 80% of
the distribution from the Unsecured Creditor Account until its
Claim is paid in full, except that the Class 12(b) Allowed Claim
will be paid in full within 36 months of the Effective Date of the
Plan.

In short, the Plan, Suncor points out, provides for the payment to
Unsecured Creditors of 2.5% of Debtor's Gross Revenues.  In
addition, Debtor is required to provide the plan administrator
with financials each month that support the amount deposited by
Debtor into the Unsecured Creditor Account.  Suncor then receives
80% of the Percentage Gross Revenue Payment until paid in full.

According to Suncor, despite the Debtor's obligations under the
Plan, the Debtor has failed to deposit any funds into the
Unsecured Creditor Account since early 2014.  Suncor has only
received one payment under the Plan, in the amount of $100,370 on
Jan. 31, 2014, which represents the payment for the fourth quarter
of 2013.  As a result, Suncor holds a claim of $1,304,747 against
Debtor.

Suncor has made a demand on Debtor and did not receive a response.

                       About Premier Paving

Headquartered in Denver, Colorado Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  In its petition, the Debtor estimated up
to $50 million in assets and debts.  The petition was signed by
David Goold, treasurer.

Lee M. Kutner, Esq., at Kutner Miller Brinen, P.C., serves as the
Debtor's counsel.  Pinnacle Real Estate Advisors LLC provides
professional broker services related to the sale of certain of the
Debtor's real estate assets.  The Official Unsecured Creditors
Committee is represented by J. Brian Fletcher, Esq., at Onsager,
Staelin & Guyerson, LLC.

The Court entered an order confirming the Debtor's Third Amended
Plan of Reorganization dated July 9, 2013, on Aug. 23, 2013.


PRM FAMILY: Disclosure Statement Order Yet to Be Entered
--------------------------------------------------------
The Bankruptcy Court, according to a minute entry for hearing held
Nov. 12, 2014, said that it will not yet set a confirmation
hearing on the Joint Plan of Liquidation proposed by PRM Family
Holding Company, L.L.C., et al., and the Official Committee of
Unsecured Creditors.  The Court wrote that when the Debtor's
counsel is ready to lodge the form of order approving the
disclosure statement, counsel is directed to call the clerk for an
initial confirmation hearing date.

On Oct. 31, 2014, the Committee responded to the objection to the
Amended Disclosure Statement filed by Bro-Pack Enterprises.  The
Committee objects to the motion to convert the cases to those
under Chapter 7.

Bro-Pack objected to the Disclosure Statement with respect to
Joint Plan because: (1) the Plan itself is not confirmable; and
(2) the Disclosure Statement does not provide sufficient
information to permit creditors to make an informed decision in
voting on the Plan.

According to the Committee, Bro-Pack's objection is misguided for
three reasons:

   1. It focused on the likelihood that there will be funds to pay
503(b)(9) claimants, which is a Plan feasibility issue, and not a
proper objection to the adequacy of the Disclosure Statement;

   2. Bro-Pack ignored a critically important fact -- the
Provenzano family's $1.6 million commitment to fund the Plan will
be withdrawn if the Plan is not confirmed and the cases are
converted to chapter 7; and

   3. Many of Bro-Pack's arguments which objected to the adequacy
of the Disclosure Statement are exaggerated, misstated, or simply
erroneous.

The Committee asserted that the Disclosure Statement provides
adequate information to demonstrate to creditors that the proposed
liquidation of the Debtors' remaining assets pursuant to the Plan
provides all creditors, including Bro-Pack, with the best
opportunity for recovery on their claims, whereas a conversion to
chapter 7 will result in no recovery for unsecured creditors and,
at best, a partial recovery for administrative claimants.

                            The Plan

As reported in the Troubled Company Reporter on Sept. 24, 2014,
the disclosure statement explains in details how claims will be
paid under the liquidation plan proposed by the company and its
official committee of unsecured creditors.

As reported by the TCR on Aug. 6, 2014, secured creditors,
including those that hold secured tax claims and CNG secured
claims will be paid in full under the plan.

Creditors holding priority claims will be paid from a creditor
trust while general unsecured claims will be deemed to hold
"unsecured creditor trust interests" and will receive pro rata
distributions from the trust.  Meanwhile, PRM Family's equity
securities will be cancelled.

The liquidation plan will be funded in part by a contribution from
related third parties, Provenzano Family members and their
respective trusts.

Bro-Pack Enterprises filed an objection to the disclosure
statement in which it complained about the unfair treatment of
certain creditors holding administrative claims.  The objection
drew support from creditors, including Bar-S Foods, Flyers Energy
LLC, Mojave Foods Corp. and TRC Master Fund LLC.

The Committee is represented by:

         Richard S. Lauter, Esq.
         Thomas R. Fawkes, Esq.
         FREEBORN & PETERS LLP
         311 South Wacker Drive, Ste. 3000
         Chicago, IL 60606
         Tel: (312) 360-6000
         Fax: (312) 360-6520

         Dale C. Schian, Esq.
         Cody J. Jess, Esq.
         SCHIAN WALKER, P.L.C.
         1850 North Central Avenue, No. 900
         Phoenix, AZ 85004-4531
         Tel: (602) 277-1501
         Fax: (602) 297-9633
         E-Mail: ecfdocket@swazlaw.com

                         About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico,
sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026)
on May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods, and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

PRM Family submitted to the Bankruptcy Court on Sept. 23, 2013, a
Joint Disclosure Statement in support of Plan of Reorganization.
The Disclosure Statement says the Debtor will continue the
operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PROSPECT PARK NETWORKS: Removal Period Expires Dec. 5
-----------------------------------------------------
Prospect Park Networks, LLC, won an order extending through and
including Dec. 5, 2014, the time period provided by Bankruptcy
Rule 9027 within which the Debtor may file notices of removal of
related proceedings.

                   About Prospect Park Networks

Prospect Park Networks, LLC, a Los Angeles, Calif.-based talent
and management company, filed for Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 14-10520) in Wilmington, on March 10, 2014,
estimating $50 million to $100 million in assets, and $10 million
to $50 million in debts.  The petition was signed by Jeffrey
Kwatinetz, president.

William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at
Cousins Chipman & Brown LLP, in Wilmington, Delaware; and John H.
Genovese, Esq., Michael Schuster, Esq., and Heather L. Harmon,
Esq., at Genovese Joblove & Battista, P.A. serve as the Debtor's
bankruptcy counsel.  The Debtor also hired Cohn Reznick LLP as an
ordinary course professional.

The U.S. Trustee for Region 3 selected three creditors to serve on
the Official Committee of Unsecured Creditors.  Cole, Schotz,
Meisel, Forman & Leonard, P.A., serves as the Committee's counsel.


QUALITY LEASE: Taps GulfStar Group as Investment Bankers
---------------------------------------------------------
Quality Lease and Rental Holdings, LLC, doing business as Rocaceia
Energy Services, seeks permission from the U.S. Bankruptcy Court
for the Southern District of Texas to employ Bryan C. Frederickson
and GulfStar Group as investment bankers to market QLS and QLRS.

As investment bankers, GulfStar Group, is expected to provide
these services:

  -- Plan and execute a sale of QLS and QLRS;
  -- Prepare a Confidential Information Memorandum; and
  -- Conduct certain industry due diligence including evaluating
     and analyzing QLS and QLRS's financial statements.

Bryan C. Frederickson, Managing Director of GulfStar Group,
assures the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

In connection with the anticipated services, GulfStar will charge
the success fee for other professionals and staff personnel, plus
out of pocket expenses for the additional services to be provided
to the Debtors.  The success fee will be $300,000, plus 3% of the
Enterprise Value in excess of $10 million.

In addition, in connection with Frederickson's employment, the
Debtors will be required to pay an initial investment banking fee
of $35,000, which is not refundable.

         About Quality Lease and Rental Holdings, LLC

Quality Lease and Rental Holdings, LLC, doing business as Rocaceia
Energy Services, sought bankruptcy protection in Victoria, Texas
(Bankr. S.D. Tex. Case No. 14-60074) on Oct. 1, 2014.

Related entities Quality Lease Rental Service, LLC, Quality Lease
Service, LLC, and Rocaceia, LLC also sought bankruptcy protection
(Case Nos. 14-60075 to 14-60077).

The cases are assigned to Judge David R Jones.

The Debtors have tapped Walter J Cicack, Esq., at Hawash Meade
Gaston Neese & Cicack LLP, in Houston, as counsel.


QUANTUM FOODS: Court Rules on Motion to Set Claims Bar Date
-----------------------------------------------------------
Judge Kevin Carey ordered that the deadline for all persons and
entities holding or asserting a claim against Quantum Foods, LLC,
to file a proof of claim will be no earlier than the first
business day that is at least 30 days after the Service Date of
the Bar Date Notice, at 4:00 p.m. prevailing time.

The Debtor included the designated General Bar Date in the Bar
Date Notice and it is noted as Nov. 7, 2014.

The Debtor was also authorized to agree, by written stipulation
filed with the Court in advance of the General Bar Date, to extend
the General Bar Date on behalf of any claimant, but was not
required to do so.

                        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.


QUEEN ELIZABETH: SCB Says Bid for Case Conversion Unfounded
-----------------------------------------------------------
Shanghai Commercial Bank Ltd., New York Branch, asked that the
Bankruptcy Court deny the motion of party-in-interest Margaret Wu
for an order appointing a Chapter 11 trustee for debtor Queen
Elizabeth Realty Corp., or in the alternative, converting the case
of Queen Elizabeth to one under Chapter 7 of the Bankruptcy Code.

SCB stated that, among other things:

   1. The appointment of a Chapter 11 trustee and conversion of
the case would not be in the best interests of the Debtor's
creditors;

   2. Ms. Wu has not established that sufficient cause exists to
justify the appointment of a Chapter 11 trustee;

SCB is a mortgagee of the Debtor with respect to the real property
located at 157 Hester Street which is also known as 68-82
Elizabeth Street, New York city.  SCB is the Debtor's largest and
only secured creditor and has as vested a stake in the Debtor's
case and reorganization as any creditor or party-in-interest.

As reported in the TCR on Nov. 12, 2014, Ms. Margaret Wu averred
that relief is appropriate because, among other things:

   1. The Debtor failed to timely file monthly operating reports;

   2. The Debtor did not explain transactions with related
parties; and

   3. The appointment of a chapter 11 trustee is in the best
interest of creditors.

Ms. Wu said that if the Court elects not to appoint a Chapter 11
trustee, conversion of the case to one under Chapter 7 is
requested.

SCB is represented by:

         Ronald S. Beacher, Esq.
         Seth H. Lieberman, Esq.
         PRYOR CASHMAN LLP
         7 Times Square
         New York, NY 10036-6569
         Tel: (212) 421-4100
         Fax: (212) 326-0806
         E-mails: rbeacher@pryorcashman.com
                  slieberman@pryorcashman.com

               About Queen Elizabeth Realty Corp.

Queen Elizabeth Realty Corp. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 13-12335) on July 17, 2013.  Jeffrey Wu signed
the petition as president.  Judge Stuart M. Bernstein presides
over the case.  Jonathan S. Pasternak, Esq., at Delbello Donnellan
Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel.
The Debtor disclosed $20 million of total assets and $12 million
of total liabilities in its Schedules.  The petition was signed by
Jeffrey Wu, president of QERC and owner of 1/3 of the Debtor's
shares.  Jeffrey Wu and Lewis Wu (brothers of Phillip Wu,
brothers-in-law of Margaret Wu, each own 1/3 of the shares of the
Debtor.


R.S. BACON: Parties Agreed to Conduct Sale of Assets
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, approved a stipulation between R.S. Bacon Veneer
Company and its secured lender, PPL Group LLC, agreeing that the
automatic stay is granted and the lender is authorized to conduct
the sale of the Alleged Debtor's assets pursuant to Article 9 of
the Uniform Commercial Code.

The parties also agreed that Howard B. Samuel, not individually
but solely in his capacity as assignee/trustee, is excused from
turnover as may be required by Section 543 of the Bankruptcy Code
so that the Joint Article 9 sale can be conducted.

Upon dismissal of the involuntary bankruptcy case, the Petitioning
Creditors -- Iowa Veneer Custom Cuts, Bruggeman Lumber, Inc.,
James J. Ulring, 5 Stars, LLC, Iowa Veneer, Iowa Veneer MEV, and
Weiland & Sons Lumber Co. -- will be enjoined from filing any
further involuntary petitions against the Alleged Debtor.

5 Stars, et al., filed an involuntary Chapter 11 bankruptcy
petition for R.S. Bacon Veneer Company (Bankr. N.D. Ill. Case No.
14-41737) in Chicago, Illinois, on Nov. 19, 2014.  The case is
assigned to Judge Donald R. Cassling.

The Debtor is in the business of manufacturing and selling exotic
wood veneer within the architectural and design community, with
operating facilities and offices in Grundy Center, Iowa and the
Chicagoland area.

The Petitioning Creditors' counsel is Jeffrey D Corso, Esq., at
Cooney & Corso, LLC, in Lisle, Illinois.


RADIO SYSTEMS: S&P Affirms 'B' CCR & Revises Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Knoxville, Tenn.-based Radio Systems Corp. (RSC) at 'B'
and revised the outlook to stable from negative.

At the same time, S&P affirmed its issue-level rating on the $250
million senior secured second-lien notes due 2019 at 'B'.  The
recovery rating remains '4', indicating S&P's expectation for
average (30%-50%) recovery of principal in the event of default.

"The outlook revision reflects the company's improved liquidity
position following its credit agreement amendment that removed the
total leverage covenant and removed the near-term risk of a
covenant default," said Standard & Poor's credit analyst Stephanie
Harter.  "We have revised our liquidity descriptor to 'adequate'
as result of the amendment. Prior to the amendment we were
projecting a financial EBITDA cushion of less than 5% on its total
leverage ratio covenant.  With the amendment we estimate cushion
under this covenant will be more than 20% over the next year."

The ratings on RSC reflect Standard & Poor's view that the company
has a narrow business focus, highly discretionary product
offerings, and risks related to outsourcing substantially all of
its manufacturing to third parties.  RSC continues to have a
narrow product focus in the highly competitive pet supplies
industry as the leader in the niche wireless pet containment and
training market.  Based on S&P's forecast, it estimates that by
the end of fiscal 2014 adjusted leverage will remain near current
levels.  S&P estimates that by the end of fiscal 2015, adjusted
leverage will improve slightly to about 4.3x and FFO to total debt
will remain near 13%.


RADIOSHACK CORP: Monarch Drops Out of Talks to Renegotiate Loan
---------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, citing two people with knowledge of the matter, reported
that Monarch Alternative Capital LP dropped out of a group in
talks to take over a $140 million loan to ailing electronics
retailer RadioShack Corp.

According to the report, further citing the people, talks continue
with the other two hedge funds to purchase and renegotiate terms
of the asset-backed senior loan.

The $324.8 million in 6.75 percent senior unsecured notes due 2019
last traded on Nov. 18 for 35 cents on the dollar, the Bloomberg
report said, citing Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The stock declined about
2 cents on Nov. 18, closing at 85 cents in New York trading.

                   About Radioshack Corporation

RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com--
is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139.4 million in 2012, and net income of $72.2 million in
2011.  The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities and a
$63 million total shareholders' deficit.

                           *     *     *

As reported by the TCR on Sept. 15, 2014, Standard & Poor's
Ratings Services lowered its corporate credit rating on Fort
Worth, Texas-based RadioShack Corp. to 'CCC-' from 'CCC'.

"The downgrade comes as the company announced it will seek
capital, and that such a transaction could include a debt
restructuring in addition to store closures and other measures,"
said Standard & Poor's credit analyst Charles Pinson-Rose.

In the Sept. 16, 2014, edition of the TCR, the TCR reported that
Fitch Ratings had downgraded the Long-term Issuer Default Rating
(IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'.
The downgrade reflects the high likelihood that RadioShack will
need to restructure its debt in the next couple of months.

The TCR reported on March 13, 2014, that Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa2 from Caa1.  "The continuing negative trend in RadioShack's
sales and margins has resulted in a precipitous drop in
profitability causing continued deterioration in credit metrics
and liquidity," Mickey Chadha, Senior Analyst at Moody's said.


RELIANCE INTERMEDIATE: S&P Affirms 'BB+' CCR; Off Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said it removed all its ratings
on Reliance Intermediate Holdings L.P. and subsidiary Reliance
L.P. from CreditWatch where they had been placed with negative
implications June 5, 2014.

At the same time, Standard & Poor's affirmed its 'BB+' long-term
corporate credit rating on both after the company completed the
acquisition of the National Home Services (NHS) water heater
rental business from Just Energy Group Inc. for C$505 million.
The outlook is stable.

Standard & Poor's also affirmed its 'BBB' issue-level rating, with
a '1' recovery rating, on Reliance LP's senior secured debt.

At the same time, S&P lowered its issue-level rating on Reliance's
US$350 million notes due 2019 to 'BB-' from 'BB', reflecting
reduced recovery prospects from higher debt at operating company
Reliance L.P.  S&P also revised its recovery rating on the notes
to '6' from '5'.  A '6' recovery rating indicates negligible (0%-
10%) prospects for recovery in the event of a default.

"Our updated view of our rating on Reliance incorporates no change
in our strong business risk profile score, after taking into
account the sale of the company's riskier home security business
in July 2014 and the recent acquisition of a complementary and
more stable portfolio of water heater rentals," said Standard &
Poor's credit analyst Donald Marleau.  "Nevertheless, we believe
that replacing earnings from the competitive home security
business with earnings from water heater rentals improves the
company's already good earnings stability and cash flow
predictability," Mr. Marleau added.

The stable outlook on Reliance is predicated on S&P's view of a
steady consolidated financial risk profile during the next year,
with debt-to-EBITDA of 4.5x-5.0x and funds from operations (FFO)
interest coverage of 3.0x-3.3x, incorporating earnings accretion
from the NHS acquisition.  S&P expects Reliance to maintain steady
leverage as it adds debt to support growth, while distributing
substantially all free cash flow to its sole shareholder.

S&P could lower the ratings on Reliance if consolidated leverage
exceeded 5.0x or FFO interest coverage dropped below 2.5x, which
could occur if costs for the NHS integration or for customer
acquisition or retention rise amid higher debt for organic growth
and acquisitions.  In such a scenario, distributions would likely
be a key factor in defining credit quality.

S&P believes that a higher rating is unlikely with the current
financial risk profile, given the company's ownership by a
financial sponsor and S&P's expectation of steady leverage as debt
rises along with earnings accretion.  In addition, S&P believes
the current financing structure that compels distributions from
the operating company to service the holding company's US$350
million notes is critical to support Alinda Infrastructure Fund I
LP's ownership of Reliance.


RESIDENTIAL CAPITAL: Beats Dismissal Bid in 6 MBS Actions
---------------------------------------------------------
Law360 reported that a Minnesota federal judge refused to dismiss
six lawsuits brought by the Residential Capital LLC bankruptcy
trust alleging mortgage originators sold more than $3 billion in
defective mortgage-backed securities, finding ResCap had
adequately stated its claims.

According to the report, the six defendants, including Wells Fargo
Financial Retail Credit Inc., are accused of selling loans with
faulty underwriting that ResCap then packaged and resold.  ResCap,
which began to face claims and lawsuits stemming from the loans at
issue in 2008, filed the actions in 2013 after its bankruptcy plan
was confirmed, the report said.

The case is Residential Funding Company, LLC v. First California
Mortgage Company, case number 0:13-cv-03453, in the United States
District Court for the District of Minnesota.

                   About Residential Capital

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

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

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

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

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

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

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

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


RIGEL PHARMACEUTICALS: Reports $20.9-Mil. Net Loss in Q3
--------------------------------------------------------
Rigel Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $20.94 million on $nil of contract revenues from
collaborations for the three months ended Sept. 30, 2014, compared
with a net loss of $23.82 million on $nil of contract revenues
from collaborations for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $163 million
in total assets, $16.4 million in total liabilities and total
stockholders' equity of $147 million.

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

                       http://is.gd/oDRsUN

Rigel Pharmaceuticals, Inc. -- http://www.rigel.com/-- was
incorporated in Delaware in June 1996, and is based in South San
Francisco, California.  The Company is a clinical-stage drug
development company that discovers and develops novel, small-
molecule drugs for the treatment of inflammatory and autoimmune
diseases, as well as muscle disorders.


SCI-QUEST HANDS-ON: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Sci-Quest Hands-on Science Center filed for Chapter 11 bankruptcy
protection in the U.S. Bankruptcy Court in the Northern District
of Alabama on Nov. 20, 2014.

The Debtor, according to its bankruptcy filing, has total assets
of $285,353, and unsecured debts of $922,410 to 18 different
creditors.  Among the debts listed in the filing are:

      a. $73,898 owed to Pearce Construction for museum
         renovations and additions;

      b. $50,932 in unpaid federal taxes; and

      c. $113,634 owed to the Huntsville architectural firm of
         Bird and Kamback.

Paul Gattis at AL.com relates that the Debtor remains open.  The
Debtor's executive director, Cyndy Morgan, confirmed to AL.com
that the plan is for the Debtor to reorganize its debts.  AL.com
quoted Ms. Morgan as saying, "The public is going to see no change
except for growth in Sci-Quest.  We're doing really well at our
new location.  We've increased our visitorship each month since
April as an all-time high.  We plan to continue to grow and have
new offerings out there.  (The bankruptcy) is just going to enable
us to be able to do that."

AL.com states that Ms. Morgan said part of the debt is long-term
debt that dates back to before she became executive director in
2008 and that the failed move to Madison was costly as well.

According to AL.com, the Debtor moved out of its original facility
at Calhoun Community College in 2012 when the school chose to
transform the 40,000 square feet rented to the museum into
academic space.  AL.com recalls that the Debtor's disclosed in
July 2012 a plan to move to the Madison Village Shopping Center on
Madison Boulevard.  It relocated to a site on Paramount Drive in
west Huntsville on an interim basis until the Madison site was
ready but ultimately museum officials decided to remain at the
location near Providence Village, the report states.  The report
adds that among the debts for the museum is $62,500 for the lease
buyout at the Madison location to Vishal Inc.

AL.com reports that as a result of the transition, the Debtor has
lost funding from the city of Huntsville and the city of Madison.
AL.com says that the Huntsville City Council cut yearly funding of
about $230,000 to the Debtor because it was moving out of the city
limits, while Madison cut the promised funding of $50,000 when the
move never transpired.

According to AL.com, Huntsville city officials and Ms. Morgan
confirmed that the city gave the Debtor $200,000 at the end of the
2014 fiscal year.  The Debtor will again receive city funding
after having found a permanent home in Huntsville, AL.com says,
citing Ms. Morgan.

Headquartered in Huntsville, Alabama, Sci-Quest Hands-on Science
Center -- https://sci-quest.org/ -- is a not-for-profit science
museum geared to children.


SETTLERS' HOUSING: Court Refused to Junk Suit vs. Schaumburg Bank
-----------------------------------------------------------------
Jack B. Schmetterer of the United States Bankruptcy Court for the
Northern District of Illinois granted in part and denied in part
Bank of Schaumburg's motions to dismiss and strike in the
adversary proceeding initiated by Settlers' Housing Service, Inc.
against Bank of Schaumburg, Case No. 13-AP-1328.

The adversary proceeding arises out of and relates to the Chapter
11 case of Settlers.  Two pending motions concern the Third
Amended Complaint.  The Third Amended Complaint alleges that at
the closing of the sale of multiple properties from another bank
customer to Settlers', the Bank of Commerce set a trap by
surreptitiously burying a document providing for a line of credit
secured by a mortgage on the Washington-Taylor Property, and
cross-collateralizing of all outstanding mortgages, into a thick
stack of closing documents.  The alleged trap was sprung when
Settlers' later found itself in need of money to pay property
taxes, which the Bank of Commerce allegedly knew would happen
because the properties sold to Settlers' could not generate enough
income to pay necessary expenses.

The complaint seeks disallowance or equitable subordination of the
Bank's claim, avoidance or rescission of the mortgage on the
Washington-Taylor Property, compensatory, statutory, and punitive
damages, attorney's fees, and any other relief that may be
warranted.

The Debtor-Plaintiff is represented by:

          William J. Factor, Esq.
          THE LAW OFFICE OF WILLIAM J. FACTOR, LTD.
          1363 Shermer Road, Suite 224
          Northbrook, IL 60062
          Telephone: (312) 878-6146
          E-mail: wfactor@wfactorlaw.com

The bankruptcy case is In re: Settlers' Housing Service, Inc.,
Case No. 13-BK-28022, in the United States Bankruptcy Court for
the Northern District of Illinois, Eastern Division.

The adversary proceeding is Settlers' Housing Service, Inc., v.
Bank of Schaumburg, Case No. 13-AP-1328, in the United States
Bankruptcy Court for the Northern District of Illinois, Eastern
Division.

A full-text copy of the November 20, 2014 Memorandum is available
at http://bit.ly/1ydh0TRfrom Leagle.com.

                     About Settlers' Housing

Settlers' Housing Service, Inc., sought Chapter 11 bankruptcy
protection on July 12, 2013 (Bankr. N.D. Ill. Case No. 13-BK-
28022).  The bankruptcy petition estimates $1 million to $10
million in both assets and debts.

Settlers' is an Illinois nonprofit dedicated to fulfilling the
housing needs of recently arrived legal immigrants.

William J. Factor, Esq., at the Law Office of William J. Factor,
Ltd., serves as the Debtor's counsel.


SGK VENTURES: Amended Liquidating Trust Agreement Approved
----------------------------------------------------------
The Hon. Eugene R. Wedoff authorized SGK Ventures, LLC Liquidating
Trust to enter into the Amended and Restated SGK Ventures, LLC
Liquidating Trust Agreement.

According to the Trust, despite the scope and purpose of the
proposed changes to the Trust Agreement, it is not believed that
the Trust is required to obtain the Court's permission before
entering into the Amended Trust Agreement because none of the
proposed changes constitute alterations, amendments, or
modifications that would materially and adversely change the
treatment of any claims or any Holders of the Claims.

More specifically, none of the proposed changes will have any
substantive impact on the overall economics of the Trust and are
better classified as changes that are conditions under which A&M
will allow the Ms. Stapleton to serve as the Trustee.

Out of an abundance of caution, because the financial advisor for
the Creditors Committee, Alvarez & Marsal North
America, LLC's proposed changes are substantive to an extent, the
Trust requests an order from the Court expressly allowing the
Trust to enter into the Amended Trust Agreement.

The Trust is represented by:

         David A. Agay, Esq.
         Sean D. Malloy, Esq.
         Micah E. Marcus, Esq.
         Joshua A. Gadharf, Esq.
         McDONALD HOPKINS LLC
         300 North LaSalle Street, Suite 2100
         Chicago, IL 60654
         Tel: (312) 280-0111
         Fax: (312) 280-8232
         E-mail: dagay@mcdonaldhopkins.com
                 smalloy@mcdonaldhopkins.com
                 mmarcus@mcdonaldhopkins.com
                 jgadharf@mcdonaldhopkins.com

A copy of the Amended Liquidating Trust Agreement is available for
free at

  http://bankrupt.com/misc/SGKVentures_877_liquidatingtrust.pdf

                        About Keywell L.L.C.

Keywell L.L.C., a supplier of scrap titanium and stainless steel,
filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-37603)
on Sept. 24, 2013.  Mark Lozier signed the petition as president
and CEO.

Keywell LLC first filed schedules disclosing $22,515,017 in total
assets, and $35,025,633 in total liabilities.  In its amended
schedules, Keywell disclosed $22,546,386 in total assets and
$39,361,793 in total liabilities.  As reported in the Troubled
Company Reporter on May 12, 2014, the Debtor filed an amended
summary of schedules disclosing assets of $22,602,974 and
liabilities of $37,181,354.

Judge Eugene R. Wedoff presides over the case.

Howard L. Adelman, Esq., Chad H. Gettleman, Esq., Henry B. Merens,
Esq., Brad A. Berish, Esq., Mark A. Carter, Esq., Adam P.
Silverman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman
Ltd. serve as the Debtor's counsel.  Alan B. Patzik, Esq., Steven
M. Prebish, Esq., and David J. Schwartz, Esq., at Patzik, Frank &
Samotny Ltd. serve as the Debtor's special counsel.  Eureka
Capital Markets, LLC, serves as the Debtor's investment banker,
while Conway MacKenzie, Inc., serves as its financial advisors.

The Debtor's lenders are represented by Steven B. Towbin, Esq.,
and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC,
in Chicago, Illinois.

The United States Trustee for Region 11 appointed an Official
Committee of Unsecured Creditors.  The panel has hired David A.
Agay, Esq., Sean D. Malloy, Esq., Scott N. Opincar, Esq., Joshua
A. Gadharf, Esq., and T. Daniel Reynolds, Esq., at McDonald
Hopkins LLC as counsel.  Alvarez & Marsal North America, LLC,
serves as financial advisors to the Committee.

In December 2013, the Bankruptcy Court formally approved the sale
of the Debtor's assets to KW Metals Acquisition LLC for
$15.8 million.  The original offer was from Cronimet Holdings Inc.
for $12.5 million cash.

Keywell LLC changed its name and case caption to "SGK Ventures,
LLC" following the sale.


SHIROKIA DEVELOPMENT: Asks Court to Fix Jan. 15 as Claims Bar Date
------------------------------------------------------------------
Shirokia Development LLC seeks an order from the Bankruptcy Court
for the establishment of Jan. 15, 2015 as the claims filing
deadline in its case.

Daniel J. McGuire Esq., Gregory M. Gartland Esq., and Caitlin S.
Barr Esq., attorneys of Shirokia Development, LLC, will present
the proposed Bar Date Order and proposed Bar Date Notice for
approval and signature to the Honorable Nancy Hersey Lord, United
States Bankruptcy Judge, at the United States Bankruptcy
Courthouse, 271-C Cadman Plaza East, Brooklyn, New York 11201 on
December 1, 2014.

Shirokia Development, LLC, a real property owner in Flushing, New
York, currently being controlled by a receiver, filed a
Chapter 11 bankruptcy petition in Manhattan, on Aug. 12, 2014.
Hong Qin Jiang signed the petition as authorized individual.  The
Debtor disclosed, in an amended schedules total assets of $28.40
million and total liabilities of $16.79 million.  The Debtor has
tapped Dawn Kirby Arnold, Esq., at DelBello Donnellan Weingarten
Wise & Wiederkehr, LLP, as counsel.


SIGA TECHNOLOGIES: Incurs $240-Mil. Net Loss in Third Quarter
-------------------------------------------------------------
SIGA Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $240 million on $1.1 million of research and
development revenue for the three months ended Sept. 30, 2014,
compared to a net loss of $4.9 million on $2.29 million of
research and development revenue for the same period last year.

The Company's balance sheet at Sept. 30, 2014, showed $165 million
in total assets, $393 million in total liabilities, and a
stockholders' deficit of $228 million.

The Company's ability to continue as a going concern is expected
to be impacted by the outcome of the Company's intended appeal of
the Remand Opinion, as well as the implementation of any plan of
reorganization under the auspices of the Bankruptcy Court.  The
possibility of a potential substantial loss from the PharmAthene
litigation, combined with the costs of the bankruptcy
reorganization, may have a significant impact to the Company.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.  As a result of the Bankruptcy
filing and the pending Court of Chancery remand opinion, the
realization of assets and the satisfaction of liabilities are
subject to uncertainties.  Any reorganization plan could
materially change the amounts and classifications of assets and
liabilities reported in the condensed consolidated financial
statements, according to the regulatory filing.

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

                       http://is.gd/Fh7E6w

                     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.

According to the docket, the schedules of assets and liabilities
and the statement of financial affairs are due Sept. 30, 2014.
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.


SIX FLAGS: S&P Affirms 'BB' CCR & Raises Sr. Secured Debt Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
corporate credit rating on Grand Prairie, Tex.-based Six Flags
Entertainment Corp.  The rating outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's first-lien credit facility, consisting of a $200 million
revolver due 2016 and a $572 million term loan B due 2018, to
'BBB-' from 'BB+'.  S&P revised its recovery rating to '1' from 2'
on the first lien facility.  The '1' recovery rating reflects
S&P's expectation for very high recovery (90%-100%) for lenders in
the event of a payment default.  The higher recovery rating is a
result of S&P's reassessment of Six Flags' estimated EBITDA at
emergence, reflecting a higher normalized level of operating
performance upon emergence from a simulated bankruptcy.

In addition, S&P affirmed its 'BB-' issue-level rating on the
company's $800 million senior unsecured notes due 2021, with a '5'
recovery rating, indicating S&P's expectation for modest recovery
(10%-30%) for lenders in the event of a payment default.

"Our 'BB' corporate credit rating on Six Flags reflects our
assessment of the company's business risk profile as
'satisfactory' and our assessment of the company's financial risk
profile as 'significant,' according to our criteria," said
Standard & Poor's credit analyst Shivani Sood.

S&P's assessment of Six Flags' business risk as "satisfactory"
reflects the good geographic diversity of Six Flags' 18 North
American parks as well as the relatively high barriers to entry in
the theme park space.  The company's comparatively high EBITDA
margin and relatively low volatility of profitability compared
with that of companies in the leisure sector also factor into
S&P's assessment.  Partially offsetting these factors is Six
Flags' reliance on consumer discretionary spending, which can be
volatile through economic cycles, and the high level of
competition that exists in the leisure space for consumer
discretionary time and income.  High capital expenditure
requirements inherent in the theme park industry also weigh on
S&P's assessment of the company's business risk profile.

S&P's assessment of Six Flags' financial risk profile as
"significant" reflects S&P's belief that adjusted leverage (based
on EBITDA excluding third-party interests) will remain in the 3x
area through 2016.  S&P has not assumed future leveraging
transactions to return capital to shareholders or for acquisitions
in S&P's base case forecast.  This level of leverage represents a
good cushion compared to the 4x threshold that is in line with
S&P's current rating on Six Flags.  S&P expects EBITDA coverage of
interest to be good at above 5x over this period and for FFO to
debt to be in the mid- to high-20% area over this time.

The stable outlook reflects S&P's expectation for good operating
performance and strong liquidity over the forecast period, with
adjusted leverage (based on EBITDA excluding third-party
interests) in the low-3x area and FFO to debt in the mid-20% area
through 2016.  S&P expects EBITDA interest coverage to be good at
above 5x over this period.

S&P could lower the rating if it expects operating performance to
materially deteriorate or if Six Flags were to undertake a debt-
financed shareholder distribution that drove adjusted leverage
above 4x on a sustained basis.

A higher rating is unlikely at this time, given S&P's belief that
management will continue to return capital to shareholders.  S&P
could consider higher ratings if it become confident Six Flags
will sustain leverage around 3x or lower.


SOUNDVIEW ELITE: Dec. 31 Set as General Claims Bar Date
-------------------------------------------------------
The Trustee of Soundview Elite Ltd., et al., obtained an order
from the Bankruptcy Court:

   a) establishing Dec. 31, 2014, at 5:00 p.m., as the general bar
date by which all entities,1 other than governmental entities,
must file proofs of claim and proofs of interest;

   b) establishing that proofs of claim (including any
administrative claims) relating to the rejection of executory
contracts or unexpired leases must be filed in the cases by the
later of (i) the general bar date and (ii) 5:00 p.m., on
the date that is 30 days after the entry of the applicable
rejection order;

   c) establishing that entities must file proofs of claim and
proofs of interest in the cases as a result of amendments of (i)
the respective schedules of assets and liabilities and statements
of financial affairs of each of the Debtors, which were filed on
Sept. 24, 2014 and (ii) the lists of equity security holders, by
the later of (i) the General Bar Date and (ii) 5:00 p.m., on the
date that is 30 days after the date that notice of the applicable
amendment or supplement to the Schedules or Lists of Equity
Security Holders is served on the affected entity; and

   d) authorizing the Trustee to identify each redemption creditor
and investor by its unique identifier and redact its address in
any affidavits of service to be filed in connection with the
application, the bar date order and the bar date notice package.

The Trustee is represented by:

         Veerle Roovers
         Stephen Pearson
         Amy Ferber
         JONES DAY
         222 East 41st Street
         New York, NY 10017
         Tel: (212) 326-3939
         Fax: (212) 755-7306

                       About Soundview Elite

Six mutual funds originally created by Citco Group of Cos.,
including Soundview Elite Ltd., filed petitions for Chapter 11
protection on Sept. 24, 2013, in Manhattan to avoid undergoing
bankruptcy liquidation in the Cayman Islands, where they are
incorporated.

The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098)
Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd.
(Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium
Designated (Case No. 13-13103); and Star Designated (Case No.
13-13104).  The petitions were signed by Floyd Saunders as
corporate secretary.  By order dated Oct. 16, 2013, the Court
directed that the Debtors' bankruptcy cases be procedurally
consolidated and jointly administered.

SoundView Elite Ltd. and two similarly named funds were the target
of a winding-up petitions in the Cayman Islands filed in August by
Citco, which had sold its interest in the funds' manager years
before.  An investor, who was removed from the funds' board in
June, filed a different winding-up petition in August, aimed at
three funds created later to hold illiquid assets.

The Debtor disclosed $20,703,641 in assets and $16,402,671 in
liabilities as of the Chapter 11 filing.  The funds said in a
court filing their total cash assets of about $20 million are held
in the U.S., where the funds are managed.  Court papers list the
funds' total assets as $52.8 million, against debt totaling
$28 million.

Judge Robert E. Gerber presides over the U.S. cases.

Warren J. Martin, Jr., Esq., Mark J. Politan, Esq., Terri Jane
Freedman, Esq., and Rachel A. Segall, Esq., at Porzio, Bromberg &
Newman, PC, serve as the Debtors' counsel.  CohnReznick LLP serves
as financial advisor.

Peter Anderson and Matthew Wright, as Joint Official Liquidators
of the Debtors, are represented in the U.S. proceedings by John A.
Pintarelli, Esq., James J. Beha, II, Esq., William H. Hildbold,
Esq., at Morrison & Foerster LLP.

The U.S. Trustee solicited for the formation of an official
committee of unsecured creditors, but to date one has not been
formed.

In April 2014, District Judge J. Paul Oetken affirmed the
Bankruptcy Court order appointing a Chapter 11 trustee for
SoundView Elite Ltd. and its affiliated debtors, and tossed pro se
appeals filed by Alphonse Fletcher, Jr. and George E. Ladner, the
sole directors of the mutual funds.


SOURCE HOME: Committee's Challenge Period Extended Until Dec. 8
---------------------------------------------------------------
The Bankruptcy Court approved the fourth stipulation extending the
"challenge period" established pursuant to final order authorizing
Source Home Entertainment, LLC, et al.'s postpetition use of cash
collateral.

The stipulation was entered among the Debtors, the Official
committee of Unsecured Creditors, and Cortland Capital Market
Services, LLC, as administrative agent and collateral agent for
the Term Loan Agents.

Pursuant to the fourth stipulation, the deadline for the Committee
to seek standing is extended until Dec. 8, 2014.  Previously, the
Court approved the third stipulation extending deadline until Nov.
20.

                     The Cash Collateral Order

As reported in the Troubled Company Reporter on July 29, 2014,
the Hon. Kevin Gross entered on July 22, 2014, a final order
authorizing the Debtors to use cash collateral until 120 calendar
days after the closing date.

The Debtors sought authorization from the Court to use the cash
collateral of their term loan lenders.  The Debtors need cash
collateral to (a) continue their orderly wind down process and pay
their employees in connection therewith, and to (b) procure goods
and services from vendors, pay their employees, and satisfy other
working capital needs in the ordinary course of their remaining
manufacturing business.

The Debtors owe $51.9 million under their term loan facility with
Cortland Capital Market Services, LLC, as administrative and
collateral agent.  Obligations arising under the term loan
facility are secured by substantially all of the Debtors' assets.

As adequate protection for any postpetition diminution in value of
each agent's interests, each agent, for the benefit of itself and
the term loan lenders, the revolving lenders, or any other secured
parties, is granted: (i) additional and replacement valid,
binding, enforceable, non-avoidable, and automatically perfected
postpetition security interests in and liens on any and all
presently owned and hereafter acquired personal property, real
property, and all other assets of the Debtors; (ii) an allowed
administrative expense claim in the cases ahead of and senior to
any and all other administrative claims in the cases to the extent
of any postpetition first lien diminution in value; and (iii) an
allowed administrative expense claim in the cases ahead of any and
all other administrative claims in the cases to the extent of any
postpetition second lien diminution in value.

As further adequate protection, (a) the Debtors will pay to each
agent, for the benefit of itself and the term loan lenders or the
revolving lenders, reasonable attorney's fees and expenses,
whether incurred before or after the Petition Date, of the term
loan agent and the term loan lenders or the revolving credit
facility agent, to the extent provided under the term loan credit
documents or the revolving credit documents, as applicable and (b)
the revolving credit facility agent will be authorized to apply
cash collateral on deposit to any interest, fees, costs and
expenses, due and owing by the Debtors to the revolving credit
facility agent and revolving lenders to the extent provided by and
in accordance with the revolving credit documents, without further
court order.

                 About Source Home Entertainment
                       and Source Interlink

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

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

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

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

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


SPY INC: Incurs $19,000 Net Loss in Sept. 30 Quarter
----------------------------------------------------
SPY Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q, disclosing a net loss of
$19,000 on $11.0 million of net sales for the three months ended
Sept. 30, 2014, compared with a net loss of $302,000 on $10.2
million of net sales for the same period last year.

The Company's balance sheet at Sept. 30, 2014, showed
$16.1 million in total assets, $32.8 million in total liabilities
and total stockholders' deficit of $16.7 million.

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

                       http://is.gd/Pi2HTH

SPY Inc., through its subsidiaries, designs, produces, and
distributes sunglasses, snow and motocross goggles, optical
eyewear, and branded apparel and accessories for the action
sports, snow sports, and lifestyle markets.  The company offers
various product categories, including fashion sunglasses, Happy
Lens sunglasses, women-specific sunglasses, performance sport
sunglasses, unisex prescription eyewear frames, snow sport
goggles, and motocross goggles.  It also provides a selection of
accessory lens replacement kits for motocross, performance sports,
and snow sports; and branded apparel and accessories, such as tee-
shirts, hooded sweatshirts, cycling apparel, and hats.  The
company markets its products under the SPY brand.  SPY Inc sells
its products directly to retail locations in North America;
through distributors in Europe, Middle East and Africa, the Asia
Pacific, Central America, and South America; and directly to
consumers primarily through its ecommerce Website, spyoptic.com,
as well as through various other online channels.  The company was
formerly known as Orange 21 Inc. and changed its name to SPY Inc.
in February 2012.  SPY Inc. was founded in 1992 and is
headquartered in Carlsbad, California.


STARR PASS: Has Until Dec. 9 to Propose a Reorganization Plan
-------------------------------------------------------------
U.S. Bankruptcy Judge Paul Sala extended Starr Pass Residential,
LLC's exclusive periods to file a plan of reorganization until
Dec. 9, 2014; and the time to solicit acceptances for that Plan
until Feb. 7, 2015.

As reported in the TCR on Oct. 21, 2014, the Debtor cited the
number of outstanding administrative concerns that remain
unresolved, as the pending motion to dismiss and motion to remand
filed by the U.S. Bank and, also, due to the 30-day extension
given by the Debtor to both the Lender and Receiver Douglas Wilson
to file their respective proofs of claim.

                   About Starr Pass Residential

Starr Pass Residential LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-09117) on June 12, 2014.  Christopher
Ansley signed the petition as authorized officer.  Gust Rosenfeld,
P.L.C., serves as the Debtor's counsel.  The Debtor disclosed
total assets of $7.40 million and liabilities of $145.86 million.

The bankruptcy case was reassigned to Judge Eileen W. Hollowell
because Judge Brenda Moody Whinery recused herself from hearing
any matter on the Chapter 11 proceeding.

                             *   *   *

The U.S. Trustee for Region 14 informed the U.S. Bankruptcy Court
for the District of Arizona that it was unable to appoint
creditors form the Official Committee of Unsecured Creditors for
the Chapter 11 case of Starr Pass Residential LLC because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


SRKO FAMILY: Lienholder Committee Addresses Reserved Provision
--------------------------------------------------------------
The Unofficial Mechanics Lienholder Committee filed with the
Bankruptcy Court proposed findings of fact, conclusions of law and
order as to reserved provisions relating to the Second Amended
Plan of Reorganization for the SRKO Family Limited Partnership.

According to the Committee, on Oct. 16, 2014, the Court conducted
a hearing on confirmation of its Second Amended Plan filed on Aug.
28, 2014, as modified on Oct. 6, and Oct. 15.

On Oct. 20, the Court entered an order confirming the Second
Amended Plan.  Paragraph XX of the confirmation order reserved the
Reserved Provisions for later determination by the Court.

In this relation, the order addresses the Reserved Provisions of
the Plan.

                   About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  The Debtor disclosed
$34,421,448 in assets and $80,619,854 in liabilities as of the
Petition Date.  Lee M. Kutner at Kutner Miller Brinen, P.C.
represents the Debtor.

On March 25, 2010, Jannie Richardson filed a Chapter 11 petition
in the Court commencing the Richardson bankruptcy case.  C. Randel
Lewis was appointed as the Chapter 11 trustee in the Richardson
case on Jan. 28, 2011.

On March 11, 2011, the Bankruptcy Court entered an order approving
a stipulation pursuant to which the Chapter 11 trustee in the
affiliated Richardson Chapter 11 case was named as the manager of
the Debtor's general partner.  Craig A. Christensen, Esq., at
Lindquist & Vennum LLP, represents C. Randel Lewis, the Chapter 11
trustee of the Jannie Richardson bankruptcy estate.


STAR DYNAMICS: Asset Sale Denied; Chapter 11 Case Dismissed
-----------------------------------------------------------
Bankruptcy Judge Charles M. Caldwell, in a memorandum opinion, (i)
denied Star Dynamics Corporation's motion to sell substantially
all assets; and (ii) dismissed the Debtor's Chapter 11 case.

The Court determined that the sale is not in good faith and does
not serve any sound business purpose, and that the interests of
the estate and all its creditors are best served by dismissal of
the Chapter 11 proceeding.

The Ad Hoc Committee of Employees objected to the proposed sale.
In response, the Debtor said the essence of the Committee's
objection is that the proposed sale will purportedly render the
Debtor's estate administratively insolvent and the Debtor will be
unable to pay employees for their postpetition services.

The Debtor related that the sale motion does not purport to sell
all of the assets of the Debtor.  The proposed sale does not
include any remaining accounts receivable, which the Debtor
continues to collect.  In fact, the Debtor, with the consent of
Thomas Becnel who has a first and best lien on the Debtor's
accounts receivable, has used a substantial portion of the
accounts receivable it has collected since the filing of the sale
motion in order to substantially reduce the outstanding payroll
and pay a majority of the balance of outstanding employee expense
reimbursement.

In a separate filing, the Debtor requested that the Court overrule
the objection filed by General Dynamics C4 Systems Inc. because
although the proposed buyer, Mwagusi, LLC, is an insider of Thomas
R. Becnel, that fact alone does not establish a lack of good faith
or other grounds to deny the sale motion.

As reported by the TCR on Sept. 12, 2014, the Debtor sought to
sell its assets to Mwagusi, LLC, for the total purchase price of
$5 million, subject to higher and better bids.

Electro Rent Corporation objected to the motion, and asked that
the Court condition the approval of the sale motion on the
exclusion of ERC's electronic and test equipment it provided to
the Debtor and the provision of adequate protection of ERC's
interest on the equipment.

On Sept. 17, 2014, Electro Rent withdrew its limited objection to
the sale motion.

                        About STAR Dynamics

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

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

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

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

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


T-L CONYERS: Access to Cole Taylor Cash Collateral Expires Dec. 31
------------------------------------------------------------------
The U.S. Bankruptcy Court, in a fifteenth order, authorized T-L
Cherokee South LLC to use cash collateral in which Cole Taylor
Bank asserts an interest.  Cole Taylor has consented to the use of
cash collateral until Dec. 31, 2014, or in the occurrence of an
event of default.  A final hearing is scheduled for Dec. 15, 2014,
at 11:30 a.m.  The hearing will be telephonic.

As reported in the Troubled Company Reporter on Sept. 11, 2014,
the Debtor said it owes $14,392,500 in interest and $92,280 in
fees to the bank as of its bankruptcy filing.  The bank is granted
valid, perfected, and enforceable liens, mortgages and security
interests in and on the Debtor's post-petition assets.

                        About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10 million to $50 million.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.


T-L CONYERS: Valuation Hearing Starts Feb. 24; Plan Hearing Stayed
------------------------------------------------------------------
Bankruptcy Judge J. Philip Klingeberger suspended further
proceedings on T-L Conyers LLC, et al.'s disclosure statements and
plans, pending further order of the court.

The Court also ordered that valuation proceedings will be
conducted in each of the cases, separately as contested matters.

The procedure with respect to the Rule 3012 proceedings will be:

   1. The parties will exchange complete copies of any and all
appraisal reports in each case by Dec. 15, 2014.

   2. Discovery concerning the appraisal reports, including
depositions of experts, will be concluded by Jan. 30, 2015.

Final evidentiary hearings with respect to the Rule 3012
valuations will be held as:

   a. In Case No. 13-20280, Feb. 24, commencing at 9:30 a.m.
   b. In Case No. 13-20282, Feb. 25, commencing at 9:30 a.m.
   c. In Case No. 13-20283, Feb. 26, commencing at 9:30 a.m.
   d. In Case No. 13-20284, Feb. 27, commencing at 9:30 a.m.
   e. In Case No. 13-21804, March 4, commencing at 9:30 a.m.

One full day is reserved for one full day for each of the
evidentiary hearings.  The Debtor will proceed first at each
hearing.

                        About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10 million to $50 million.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.


TC GLOBAL: Global Baristas' Motion to Withdraw Reference Denied
---------------------------------------------------------------
Judge Ricardo S. Martinez of the U.S. District Court for the
Western District of Washington denied Plaintiff Global Baristas,
LLC's motion to withdraw reference.

In October 2013, Global Baristas commenced an adversary proceeding
in King County Superior Court against DK Retail Co. Ltd.,
Agrinurture Inc., Tully's Coffee Asia Pacific, Inc., Tully's
Coffee Asia Pacific Partners, LP, and Tully's Coffee International
PTE Ltd.

At issue in the adversary proceeding is the effect on
prebankruptcy licenses of the order approving sale of TC Global,
Inc.'s assets and authorizing assumption and assignment of
executory contracts.

The Complaint seeks declaratory judgment that all rights under the
TCAP License, DK Retail License, ANI License, and other subsidiary
licenses have been terminated by the Sale Order, as well as
injunctive relief to preclude further use by the Defendants of the
"Tully's" brand and related intellectual property.  TCAPPLP and
TCI removed the Complaint to the Bankruptcy Court, which denied
Global Baristas' motion to remand on January 9, 2014.

Global Baristas through the Motion seeks withdrawal of the
reference of the instant adversary proceeding, contending that the
Bankruptcy Court lacks jurisdiction to enter final judgment.

In his denial order, Judge Martinez said he disagrees with Global
Baristas that the Bankruptcy Court lacks statutory and
constitutional authority to enter final judgment in the adversary
proceeding.  He ruled that Global Baristas has failed to show that
the Bankruptcy Court lacks constitutional authority to adjudicate
the proceeding because it does not involve a matter of public
rights.

Plaintiff Global Baristas LLC is represented by:

          Jack J. Cullen, Esq.
          Terrance Joseph Keenan, Esq.
          Thomas W. Fabrega, Esq.
          Tim J. Filer, Esq.
          FOSTER PEPPER LLC
          1111 3rd Ave.
          Seattle, WA 98101
          Telephone: (206) 447-5145
          Facsimile: (206) 749-1931
          E-mail: jc@foster.com

Defendant Agrinurture Inc. is represented by:

          Hugh R. McCullough, Esq.
          Ragan L. Powers, Esq.
          Warren Joseph Rheaume, Esq.
          DAVIS WRIGHT TREMAINE
          1201 Third Avenue, Suite 2200
          Seattle, WA 98101-3045
          Telephone: (206) 622-3150
          Facsimile: (206) 757-7700
          E-mail: hughmccullough@dwt.com
                  raganpowers@dwt.com
                  warrenrheaume@dwt.com

The bankruptcy case is In re TC Global, Inc., Case No. 12-20253-
KAO, in the U.S. Bankruptcy Court for the Western District of
Washington.

The adversary proceeding is Global Baristas LLC v. DK Retail Co.,
Ltd., et al., Case No. 13-01585-KAO, in the U.S. Bankruptcy Court
for the Western District of Washington.  The District Court is
Global Baristas LLC v. DK Retail Co., Ltd., et al., Case No. 2:14-
CV-00205-RSM, in the U.S. District Court for the Western District
of Washington.

A full-text copy of the Order dated November 21, 2014, is
available at http://bit.ly/1vPykjufrom Leagle.com.

                         About TC Global

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 545 branded retail locations globally.

TC Global Inc. filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 12-20253-KAO) on Oct. 10, 2012.

The Debtor is represented by attorneys at Bush Strout & Kornfeld
LLP, in Seattle.

The Debtor disclosed assets of $4.9 million and debt totaling $3.7
million, including $2.6 million in unsecured claims.

The Seattle-based chain has 57 company-owned stores and 12
franchised.  There are another 71 franchises in grocery stores,
schools and airports.  Tully's will close nine stores following
bankruptcy.

Tully's sold the wholesale and distribution business in 2009,
generating $40 million that allowed a $5.9 million distribution to
shareholders.


TEXOMA PEANUT: Wins Final Approval to Get $40.5-Mil. DIP Loan
-------------------------------------------------------------
A federal judge approved a $40.5 million financing to get Texoma
Peanut Co. and its two subsidiaries through bankruptcy.

Texoma on Nov. 25 won final approval from Judge Tom Cornish of
U.S. Bankruptcy Court for the Eastern District of Oklahoma to get
a bankruptcy loan from secured lender Wells Fargo Bank N.A. and
use the bank's cash collateral.

In a filing, the bankruptcy judge said the loan and the companies'
use of cash collateral are "necessary to avoid immediate and
irreparable harm" to the estates.

Texoma previously received interim approval to use $12.7 million
of the bankruptcy loan, which requires the company to hold an
auction and sell its properties, including its peanut drying
facility in Clarksdale, Mississippi, by Dec. 17.

A copy of the final order is available without charge at
http://is.gd/DeKImR

                        About Texoma Peanut

Texoma Peanut Company was incorporated by Clint Williams in 1961
as a Southern Oklahoma bulk peanut drying, handling and storage
operation, buying and storing peanuts for shellers.  In 1968, The
Clint Williams Company was established as a sheller and processor
of peanuts for both seed and edible markets.  Although The Clint
Williams Company was later merged into TPC, the company continues
to do its processed peanut business under the "Clint Williams
Company" name which is the name known best in the domestic and
international peanut industry.  TPC and its subsidiaries own 15
buying points and storage facilities -- 4 in Oklahoma, 9 in Texas,
and 2 in Mississippi.  TPC owns 99% of Clint Williams Company-
Western Division LLC and 100% of Clint-Co Peanut Company.

TPC and two subsidiaries sought Chapter 11 bankruptcy protection
(Bankr. E.D. Okla. Lead Case No. 14-81334) in Okmulgee, Oklahoma,
on Nov. 6, 2014.  The cases are assigned to Judge Tom R. Cornish.
The judge has granted joint administration of the Chapter 11
cases.

According to the docket, the Debtors' Chapter 11 plan and
disclosure statement are due March 6, 2015.  Creditors who are
governmental entities have until May 9, 2015, to file claims.

The Debtors have tapped Crowe & Dunlevy as counsel and Dixon
Hughes Goodman as bankruptcy accountants.

The Debtors say they have $49 million in assets.  Secured debt
includes $3.45 million owed to Wells Fargo Bank, N.A., and $2.33
million owed to Wells Fargo Equipment Finance.   Wells Fargo Bank
is represented by William L. Wallander, Esq., at VINSON & ELKINS
LLP, in Dallas, Texas.

As of the Petition Date, an official committee of unsecured
creditors has not yet been appointed in the Cases.

The Debtors sought bankruptcy for protection with plans to sell
all of their core business assets and, thereafter, file a joint
plan of reorganization.  The Debtors expect that by Nov. 24, 2014,
they will have obtained a court order approving the bid procedures
and scheduling an auction date and final sale hearing.  The
Debtors intend to consummate the sale on or prior to Dec. 31,
2014.


TRIGEANT LTD: Hearing on Financing Motion Continued Until Dec. 3
----------------------------------------------------------------
The Bankruptcy Court continued until Dec. 3, 2014, at 2:00 p.m.,
the hearing to consider Trigeant Holdings, Ltd., et al.'s motion
to borrow up to a principal amount of $1.2 million, plus any
interest capitalized and added to principal, from Gulf Coast
Asphalt Company, L.L.C. or its designee, successor or assignee.

The Debtor and interested party Trigeant, LLC entered into an
agreement continuing the hearing.  Objections, if, any, are due
Dec. 1, at 4:30 p.m.

As reported in the TCR on Oct. 2, 2014, the Debtors sought entry
of interim and final orders authorizing them to obtain
postpetition financing to pay necessary expenses, including
Trigeant's payroll, insurance and utilities.

The key terms of the DIP Facility are:

   -- Commitment Amount: Up to $1.2 million in principal amount
      to be funded in periodic weekly advances in accordance with
      a budget delivered to the DIP Lender (subject to allowed
      variance).

   -- Interest: Interest Rate: 8.5% per annum, payable monthly
      in-kind; from and after the occurrence of an Event of
      Default, the interest rate will increase by an additional
      2%.

   -- Maturity Date: The obligations under the DIP Facility
      mature on the earlier of:

      * Dec. 12, 2014;

      * the termination of the Plan Support Agreement;

      * 30 days after the entry of the Interim Order, if the
        entry of a final order approving the DIP Financing has
        not occurred prior to the expiration of the period; or

      * the effective date of a confirmed Chapter 11 plan of
        reorganization for any one or more of the Debtors.

   -- Guarantors: The obligations under the DIP Credit Facility
      owed to the DIP Lender will be guaranteed by Dan Sargeant,
      Harry Sargeant, Jr., and Janet Sargeant.

   -- Events of Default: The DIP Loan Documents include usual and
      customary "Events of Default," including nonpayment of
      principal, interest, fees or any other amounts, any
      representation or warranty proving to have been incorrect
      in any material respect when made or confirmed and failure
      to perform or observe covenants set forth in the Interim
      Order and the Final Order.

   -- Priority: The obligations under the DIP Credit Facility
      owing to the DIP Lender will constitute superpriority
      administrative expense claims against each of the Debtors
      and their estates.

   -- Repayment Terms: Interest is payable monthly, in-kind,
      during the term of DIP Credit Facility, with balance of all
      obligations owing to the DIP lending under the DIP Credit
      Facility due at maturity; and

   -- Origination Fee and other Fees: None.

                     About Trigeant Holdings

Trigeant, owner of a Corpus Christi, Texas oil refinery, provides
fuel and asphalt products to the housing and transportation
industries.  The company is owned by Palm Beach, Florida
billionaire Harry Sargeant III and members of his family.

On Nov. 26, 2014, Trigeant filed its first bankruptcy In re
Trigeant Ltd., 13-38580.  The case was dismissed on April 1, 2014.

Trigeant Holdings, Ltd., and Trigeant, LLC, filed Chapter 11
bankruptcy petitions (Bankr. S.D. Fla. Case Nos. 14-29027 and
14-29030, respectively) on Aug. 25, 2014, amid a dispute among
members of the Sargeant family.  Mr. Sargeant's two brothers,
Daniel and James, and his father, Harry Sargeant II, sent Trigeant
to bankruptcy to fend off Mr. Sargeant III's bid to seize control
of the company's primary asset.  The family says Mr. Sargeant III,
who has a $22 million lien against the plant through a company he
controls called BTB Refining LLC, is attempting to prevent the
refinery from operating in an effort to lower its value and obtain
ownership of it.

Trigeant Holdings estimated both assets and liabilities of
$50 million to $100 million.

Berger Singerman LLP serves as the Debtors' counsel.

The Bankruptcy Court set the general claims bar date as Oct. 17,
2014, and March 31, 2015, as the deadline by which governmental
entities must file proofs of claims.

The Debtors filed on Sept. 16, 2014, their Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code.  The Plan
is premised on the sale of substantially all of the Debtors'
assets to Gravity Midstream Corpus Christi, LLC.  The Plan
provides that holders of Allowed Claims will be paid in full, in
cash.

The U.S. Trustee for Region 21 has not appointed a committee of
unsecured creditors.


TRUMP ENTERTAINMENT: Herbert Becker May Run Trump Taj Mahal
-----------------------------------------------------------
Josh Kosman at New York Post reports that Carl Icahn is in talks
with former magician and business turnaround expert Herbert L.
Becker on running Trump Entertainment Resorts Inc.'s Trump Taj
Mahal.

New York Post quoted Mr. Becker as saying, "If Carl and I come to
terms, I can turn this around in a relatively quick fashion.  I
think the Taj can take the lead [in turning Atlantic City around]
and Carl's influence would be a great help."

New York Post relates that Mr. Becker, who has advised retailer
Wet Seal and formed a group that was unsuccessful in acquiring an
Atlantic City property five years ago, said that he would help the
Trump Taj Mahal improve relations with its workers.  "There has
been a lot of animosity between staff and management that has gone
on for too long," the report quoted Mr. Becker as saying.

According to New York Post, a person familiar with the matter
said, "The feeling is that Becker with his ties to show business
and strong business abilities is the man for the job."

Citing people familiar with the matter, New York Post relates that
Mr. Icahn and Trump Entertainment CEO and president Robert Griffin
don't want to run Trump Taj Mahal together.

                About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to shutter its casinos.

TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan.  The
Debtors also have trade debt in the amount of $13.5 million.

The U.S. Trustee for Region 3 on Sept. 23 appointed seven
creditors of Trump Entertainment Resorts, Inc., to serve on the
official committee of unsecured creditors.  The Committee tapped
Gibbons P.C. as its co-counsel, the Law Office of Nathan A.
Schultz, P.C., as co-counsel, and PricewaterhouseCoopers LLP as
its financial advisor.


UNITEK GLOBAL: Is 'Abandoning' Existing Equity, Shareholders Say
----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that UniTek Global Services Inc., a contractor for
telecommunications providers like DirecTV, faces resistance from
shareholders demanding documents they intend on using to challenge
the company's valuation and upset the prepackaged plan up for
approval on Dec. 12.

According to Red Oak Partners LLC and John Randall Waterfield, the
plan is the result of UniTek's "abandonment" of existing equity
and the strategy of term-loan lenders to acquire all the
reorganized company's stock by using a "depressed and flawed
valuation thesis and a lightning-quick Chapter 11 process," the
report related.

                  About UniTek Global Services

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

On Nov. 3, 2014 UniTek Global and nine subsidiary companies filed
petitions in the United States Bankruptcy Court for the District
of Delaware seeking relief under chapter 11 of the United States
Bankruptcy Code.  The Debtors' cases have been assigned to Judge
Judge Peter J. Walsh. The Debtors are seeking to have their cases
jointly administered for procedural purposes, with pleadings to be
maintained on the case docket for UniTek Global Services, Inc.,
Case No. 14-12471.

The Debtors have tapped Morgan, Lewis & Bockius LLP as counsel;
Young, Conaway, Stargatt & Taylor, LLP, as co-counsel; Miller
Buckfire & Co. LLC, as financial advisor; Protiviti Inc., and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent.

As of Sept. 30, 2014, the Debtors have 2,500 employees,
substantially all of whom are full-time.

UniTek Global reported a net loss of $52.07 million on $472
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $77.7 million on $438 million of revenues
in 2012.

The Company's balance sheet at March 29, 2014, showed $250 million
in total assets against $257 million in total liabilities.


UNIVERSAL COOPERATIVES: Seeks Until March 2015 to File Plan
-----------------------------------------------------------
Universal Cooperatives, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive plan
filing period through and including March 9, 2015, and their
exclusive solicitation period through and including May 6, 2015.

The Debtors tell the Court that they have begun formulating a plan
of liquidation, which they intend to file in the near term, either
jointly with the Official Committee of Unsecured Creditors or with
the Committee's support.  Under these circumstances, the Debtors
assert that the requested extensions are both appropriate and
necessary to afford them with sufficient time to adequately
prepare a viable liquidation plan in their Chapter 11 Cases.

A hearing on the extension request is scheduled for Dec. 18, 2014,
at 2:00 p.m. (ET).  Objections are due Dec. 9.

                   About Universal Cooperatives

As an inter-regional farm supply cooperative, Universal
Cooperatives, Inc. consolidates the purchasing power of its
members to procure, and/or manufacture, and distribute high
quality products at competitive prices. Universal has 14 voting
members and over 50 associate members.

Eagan, Minnesota-based Universal Cooperatives and its affiliates
sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-
11187) on May 11, 2014.  The debtor-affiliates are Heritage
Trading Company, LLC; Bridon Cordage LLC; Universal Crop
Protection Alliance, LLC; Agrilon International, LLC; and Pavalon,
Inc.  UCI do Brasil, a majority-owned subsidiary located in
Brazil, is not a debtor in the Chapter 11 cases

The cases are assigned to Judge Mary F. Walrath.

Universal estimated $1 million to $10 million in assets and $10
million to $50 million in debt.  Heritage estimated less than $10
million in assets and debt.

The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady,
Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq.,
Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley
& Lardner LLP, as counsel; The Keystone Group, as financial
advisor and Prime Clerk as notice and claims agent.

Bank of America, N.A., as agent for the DIP Lenders, is
represented by Daniel J. McGuire, Edward Kosmowski, Esq., and
Gregory M. Gartland, Esq., at Winston & Strawn, LLP.

The United States Trustee for Region 3 has appointed seven members
to the Official Committee of Unsecured Creditors, which is
represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and
Timothy R. Wheeler, Esq., at LOWENSTEIN SANDLER LLP, in Roseland,
New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien,
Esq., at VENABLE LLP, in Wilmington, Delaware.


URANIUM ONE: S&P Affirms 'B+' CCR; Outlook Stable
-------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+' long-
term corporate credit rating, and stable outlook, on Toronto-based
uranium producer Uranium One Inc.  At the same time, Standard &
Poor's affirmed its 'B+' issue-level rating, with a '3' recovery
rating, on the company's senior secured notes, and 'B-' issue-
level rating, with a '6' recovery rating, on Uranium One's
unsecured ruble bonds.

"We have revised our competitive position assessment on the
company to fair from weak to reflect our view of its improved
operating efficiency," said Standard & Poor's credit analyst
Jarrett Bilous.  "Uranium One has generated improvement in its
unit cash cost of production in the past year that we expect will
be sustainable," Mr. Bilous added.

The company's strong cash cost position has mitigated the impact
of depressed spot market uranium prices on profitability in the
past year, with proportionately consolidated EBITDA margins above
40%.  However, the company's business risk profile remains "weak,"
as the improvement in Uranium One's competitive position is not
sufficient to offset the impact of its exposure to high country
risk in Kazakhstan in S&P's business risk assessment.

"Our view of Uranium One's weak business risk profile primarily
reflects the company's limited operating diversity, high exposure
to uranium spot market price volatility, and high country risk.
Uranium One has high production and geographic concentration, with
the vast majority of its uranium mining operations based in
Kazakhstan via joint ventures.  The temporary loss of subsoil
rights at three of its mines in Kazakhstan in 2014 contributed to
lower-than-expected attributable production levels this year and
highlights the aforementioned risks.  However, in our view, the
company's strong cost position, which is largely related to its in
situ recovery mining process, mitigates the impact of weak uranium
prices on profitability, and provides significant upside potential
in a rising price environment.  We assess Uranium One's financial
risk profile as "highly leveraged," which primarily reflects the
high sensitivity of the company's financial measures to uranium
market volatility.  In addition, the company is largely reliant on
indirect, subordinated cash flows from its joint venture mines to
fund its operations and debt servicing obligations which, in our
view, reduces financial flexibility," S&P said.

S&P considers Uranium One to be a government-related entity (GRE)
under S&P's criteria.  The company is indirectly owned by the
Russian Federation (BBB-/Negative/A-2 foreign currency rating) via
Rosatom (not rated), the Russian State Corporation for Nuclear
Energy.  In accordance with S&P's criteria for rating GREs, it
expects "moderate" likelihood of extraordinary government support,
which corresponds with and a final rating one notch above S&P's
stand-alone credit rating on Uranium One.

The stable outlook reflects Standard & Poor's view that Uranium
One's low-cost production profile and the recent re-instatement of
subsoil rights at three of its joint venture mines, should enable
gradual improvement in its core credit ratios.  S&P estimates the
company will generate a proportionately consolidated adjusted
debt-to-EBITDA ratio in the high-3x area and an adjusted funds
from operations-to-debt ratio of close to 15% through 2015, but
expect cash flow generation to remain volatile over the next two
years.

S&P expects that the ratings could be pressured if the company's
adjusted debt-to-EBITDA ratio exceeds 5x for an extended period,
or if liquidity materially weakened.  In S&P's view, this could
result from significantly tighter uranium margins that lead to a
material reduction in cash flow generation, acquisitions that
increase net debt levels, or operational disruptions related to
the Russian Federation/Ukraine dispute.

S&P could consider a positive rating action following improvement
in the company's stand-alone credit profile and core credit
measures, including an adjusted debt-to-EBITDA leverage ratio of
about 3x on a sustained basis.  In addition, S&P would reassess
its view of the company's extraordinary government support if it
sees a fundamental improvement in Uranium One's role and link to
the Russian Federation.


VITAMIN SHOPPE: S&P Withdraws 'BB' CCR at Company's Request
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on Vitamin
Shoppe Inc., including its 'BB' corporate credit rating, at the
company's request.  The company has no outstanding rated debt.  At
the time of the withdrawal the outlook was stable.


WEST TEXAS GUAR: Resolves Stanley & RecyClean Claim Disputes
------------------------------------------------------------
West Texas Guar Inc. reached stipulations in connection with the
bankruptcy plan's treatment of Mark Everett Stanley's and
RecyClean Consulting Services, Inc.'s claims.

Mark Everett Stanley filed Claim No. 352, asserting three claims:

     (i) a claim for a liquidated amount of $500,000 (the "Stanley
Liquidated Claim"),

    (ii) a claim for indemnification relating to certain
litigation (the "Stanley Indemnification Claim"), and

   (iii) the scheduled "general trade" claim in the amount of
$15,698.43 and the scheduled "grower claim" in the amount of
$25,675.901 (the "Stanley Expense Claim").

The Debtor asserts a claim against Stanley on a promissory note
for $400,000 (the "Stanley Promissory Note").  Stanley disputes
any liability on the Stanley Promissory Note.

The Plan assigns the Stanley Liquidated Claim to Class 8 (Allowed
General Unsecured Claims). The Plan assigns the Stanley
Indemnification Claim to Class 9 (Indemnification Claims, as
defined in the Plan).

WTG and Stanley agree that the liability of WTG on the Stanley
Liquidated Claim is fully offset by any obligation of Stanley to
WTG on the Stanley Promissory Note.  Under the Plan, WTG releases
its claims against Stanley, including the Stanley Promissory Note.
Accordingly, by reason of offsetting claims, Stanley acknowledges
that he is not entitled to a distribution as a creditor holding a
claim in Class 8.

The Debtor disputes the validity of the Stanley Expense Claim.
Stanley acknowledges that he is not entitled to a distribution as
a creditor holding a claim in Class 8, Class 4, or Class 5.

Pursuant to the terms of the Plan, holders of Indemnity Claims in
Class 9 shall not be entitled to receive any distribution on
account of such Claims. Instead, under the Plan, the holders of
Indemnity Claims will receive the benefit of a release and
temporary and permanent injunction, provided the Plan is confirmed
and goes effective.

RecyClean Consulting Services, Inc., filed proof of claim for
$171,000 for goods delivered to the Debtor prepetition.  RecyClean
has agreed that since WTG never used the tendered goods and
services and in light of its being released under the Plan,
RecyClean would stipulate that its Claim (No. 328) will not be
entitled to receive a distribution as a Class 8 claim or otherwise
in the WTG Plan and bankruptcy case.

Meanwhile, an objection to the Plan was filed by CMM Grain Co.,
Inc., d/b/a Charlie Myers Grain Co., Garcia Grain Trading Corp.,
Farmers Cooperative Gin and Elevator, Vernon, Texas, and Cassidy
Grain Company (collectively "Grain Warehouses").  The Grain
Warehouses claimed that the Plan does not comply with the
requirements of 11 U.S.C. Sec. 1129(a) as the Plan does not
provide that the Grain Warehouses will receive or retain property,
or collateral, equal to the value each would have received if the
case was liquidated under Chapter 7.   None of the Grain
Warehouses have accepted the Plan and, each have in fact voted to
reject the Plan.

Judge Robert L. Jones approved on Nov. 20, 2014, West Texas Guar's
reorganization plan.  The plan, which received near unanimous
approval by creditors, calls for the sale of the Company and
settlement of all outstanding claims.  The proposed effective date
is Dec. 1, 2014, when it will change its name to Guar Resources
LLC.  Cor Capital Group, LLC is sponsoring and providing part of
the funding for the plan.  Windmill and certain of its affiliates
are providing debt and additional funding for the WTG Plan.

CMM Grain is represented by:

         Dick Harris, Esq.
         LAW OFFICE OF DICK HARRIS, P.C.
         Post Office Box 3835
         Abilene, Texas 79604
         Tel: (325) 677-3311
         Fax: (325) 677-3314
         E-mail: dharris_law_firm@swbell.net

Garcia Grain is represented by:

         David R. Langston, Esq.
         MULLIN HOARD & BROWN, L.L.P.
         P.O. Box 2585
         Lubbock, TX 79408-2585
         Tel: (806) 765-7491
         Fax: (806) 765-0553
         E-mail: drl@mhba.com

Cassidy Grain is represented by:

         Clyde H. Amyx, II
         P.O. Box 1087
         Frederick, OK 73542
         Tel: (580) 335-2137
         Fax: (580) 335-3132
         E-mail: amyx2@pldi.net

Farmers Cooperative is represented by:

         Don Malone, Esq.
         MALONE LAW FIRM
         P.O. Box 953
         Vernon, TX 76385
         Tel: (940) 552-9946
         Fax: (940) 552-9925
         E-mail: malone@malonelawtx.com

Mark Everett Stanley is represented by:

         Micheal W. Bishop, Esq.
         GARY REED & MCGRAW, P.C.
         1601 Elm Street, Suite 4600
         Dallas, TX 75201
         Telephone: 469.320.6025
         Facsimile: 469.320.6832
         E-mail: mbishop@grayreed.com

Cor Capital Group is represented by:

         Gregory Gennady Plotko, Esq.
         KRAMER LEVIN NAFTALIS & FRANKEL LLP
         1177 Avenue of the Americas
         New York, NY 10036
         Telephone: (212) 715-9149
         Facsimile: (212) 715-8423
         E-mail: gplotko@kramerlevin.com

RecyClean is represented by:

         Micheal W. Bishop
         GRAY REED & MCGRAW, PC
         1601 Elm Street, Suite 4600
         Dallas, TX 75201
         Telephone: (469) 320-6025
         Facsimile: (469) 320-6832
         E-mail: mbishop@grayreed.com

                      About West Texas Guar

Representatives of 24 farms filed an involuntary Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 14-50056) on
March 14, 2014, against West Texas Guar Inc.  The farmers claim
they are owed nearly $4 million for seed they've delivered on the
2013 harvest but haven't been paid for.  Guar is a seed crop that
has a variety of uses in human and animal food production,
textiles and fracking for oil and gas wells.

Judge Robert L. Jones oversees the case.  The farmers are
represented by R. Byrn Bass, Jr., Esq., Attorney at Law.

WTG is represented by Samuel M. Stricklin, Esq., Tricia R. DeLeon,
Esq., and Lauren C. Kessler, Esq., at Bracewell & Giuliani LLP, in
Dallas, Texas.  The Debtor disclosed in amended schedules
$19,226,923 in assets and $29,331,352 in liabilities as of the
Chapter 11 filing.


WESTLAKE VILLAGE: Withdraws Bid to Hire ERLP as Litigation Counsel
------------------------------------------------------------------
Westlake Village Property, LP, has withdrawn its application to
employ Enenstein, Ribakoff, Lavina & Pham, APC as special
litigation counsel and real estate counsel

                      About Westlake Village

Westlake Village Property, LP, sought Chapter 11 bankruptcy
protection (Bankr. C.D. Cal. Case No. 14-bk-11980) in Santa
Barbara, California, on Sept. 9, 2014.

The case is assigned to Judge Deborah J. Saltzman.

The Westlake Village, California-based entity, Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B), estimated $10
million to $50 million in assets and $1 million to $10 million in
debt.

The Company is represented by Leslie A Cohen, Esq., at Leslie
Cohen Law PC, in Santa Monica, California, as counsel.

The schedules of assets and liabilities and the statement of
financial affairs are due Sept. 23, 2014.

An affiliate, Mid-Wilshire Property, LP sought bankruptcy
protection on Sept. 7, 2014 (Case No. 14-11960), which case is
also pending before Judge Saltzman.


XTREME POWER: Disclosure Statement Hearing on Dec. 15
-----------------------------------------------------
Xtreme Power Inc. and its affiliates will seek approval of the
disclosure statement explaining their First Amended Joint Chapter
11 Plan of Liquidation at a hearing on Dec. 15, 2014, at 1:30 p.m.

According to the Disclosure Statement, the Plan provides that the
assets of the Debtors' estates will fund the plan trust that will
in turn pay allowed administrative claims and then make certain
distributions in accordance with the terms of a mediated
settlement agreement.  The distributions will be based on the
allocation of sales proceeds from sales of the Debtors' assets and
litigation rights.  The Plan appoints Angelo A. DeCaro, Jr., to
serve as plan trustee for the plan trust.

The mediation settlement reflects a compromise of many disputed
claims by multiple parties.

A copy of the Disclosure Statement dated Nov. 7, 2014, is
available for free at:

    http://bankrupt.com/misc/Xtreme_Power_1_Am_Plan_DS.pdf

                       About Xtreme Power

Founded in November 2006, Xtreme Power Inc. and its affiliates
designed, installed, and monitored energy storage and power
management systems.  Xtreme Power was headquartered in Kyle,
Texas, with operations throughout the U.S.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.

The Debtors have tapped Shelby A. Jordan, Esq., at Jordan, Hyden,
Womble, Culbreth & Holzer, P.C., as bankruptcy counsel.  The
Debtors engaged Gordian Group, LLC, as investment banker and
financial advisor.  In addition, Baker Botts LP is serving as
special counsel for transactions; Bracewell & Giuliani LLP is
special counsel for certain litigation matters; Griggs & Spivey is
special Counsel for the ECI litigation; Fish & Richardson P.C. is
special counsel for patents and trademarks; and The Wenmohs Group
has been tapped tax returns

Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.

The Creditors' Committee is represented by Eric J. Taube, Esq.,
Mark C. Taylor, Esq., and Morris D. Weiss, Esq., at Hohmann, Taube
& Summers, LLP, in Austin, Texas.

Younicos was the winning bidder at an auction with a $14 million
for the substantially all of the assets of the Debtors.  The Court
approved the sale by Order dated April 11, 2014, and the
transaction closed on April 14, 2014.  Upon consummation of the
sale to Younicos all the Debtors employees were hired by Younicos.


XTREME POWER: Court OKs Sale of XP Owned Equipment to HB
--------------------------------------------------------
Xtreme Power Inc. and its affiliates won court approval of the
sale of certain equipment of Xtreme Power Grove, LLC, located in
Grove, Oklahoma, to HB Distributors, LLC.

HB Distributors was determined to be the prevailing bidder in
accordance with auction procedures approved by the Court.

From mid-January, 2014, through the conclusion of the XPI and XPS
auction process on April 7, 2014, Gordian conducted a broad
outreach program that included contacting 152 potential
purchasers, interacting with 133 parties and executing
nondisclosure agreements and providing virtual data room access to
confidential information on the assets of XPG, XPI and XPS to 54
parties.

The Debtors obtained a $250,000 bid by HB for the XP Owned
Equipment.  Ultimately, no parties other than HB submitted a bid.

In connection with its work as investment banker to XPG in this
sale process, Gordian will earn transaction fees equal to 5% of
the $250,000 sale price, or $12,500, which will be subject to a
pending motion with the Court for allowance and payment.


* Jason Watson Chosen as Fellow of American College of Bankruptcy
-----------------------------------------------------------------
Brian Honea, writing for Dsnews.com, reports that Jason Watson,
Esq., a partner at Alston & Bird and chair of the firm's
Bankruptcy, Workouts, & Reorganization Group, was chosen as a
Fellow of the American College of Bankruptcy.

The American College of Bankruptcy as Fellows is an honorary
public service association of bankruptcy and insolvency
professionals, based on a proven record of the highest
professionalism standards and the service to their profession in
their respective communities.  The American College of Bankruptcy,
together with its affiliated foundation, is the largest financial
supporter of bankruptcy and insolvency-related pro bono legal
service programs in the U.S.

According to Dsnews.com, Mr. Watson is a frequent public speaker
and author on bankruptcy-related topics, and has been representing
secured lenders in pre-bankruptcy workouts and Chapter 11
bankruptcy cases for more than 15 years.  Dsnews.com says that Mr.
Watson's experience includes advising many food franchisors during
acquisition of additional stores out of bankruptcy and also
counseling companies in many industries, including real estate,
manufacturing, and telecommunications.

Mr. Watson, Dsnews.com relates, co-authored the Wolters Kluwer-
published Bankruptcy Litigation Manual for 2013-14 and is a member
of the Board of Directors of the Southeastern Bankruptcy Law
Institute, the Atlanta Executive Leadership Council for the
American Cancer Society, and the American Bankruptcy Institute.
Dsnews.com recalls that before joining Alston & Bird, Mr. Watson
served as a law clerk for the Hon. John T. Laney III of the U.S.
Bankruptcy Court for the Middle District of Georgia.


* BOOK REVIEW: Transnational Mergers and Acquisitions
               in the United States
-----------------------------------------------------
Author:     Sarkis J. Khoury
Publisher:  Beard Books
Softcover:  292 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at http://amzn.to/1zyRWpU

Transnational Mergers and Acquisitions in the United States will
appeal to a wide range of readers.  Dr. Khoury's analysis is
valuable for managers involved in transnational acquisitions,
whether they are acquiring companies or being acquired themselves.
At the same time, he provides a comprehensive and large-scale look
at the industrial sector of the U.S. economy that proves very
useful for policy makers even today.  With its nearly 100 tables
of data and numerous examples, Khoury provides a wealth of
information for business historians and researchers as well.

Until the late 1960s, we Americans were confident (some might say
smug) in our belief that U.S. direct investment abroad would
continue to grow as it had in the 1950s and 1960s, and that we
would dominate the other large world economies in foreign
investment for some time to come.  And then came the 1970s, U.S.
investment abroad stood at $78 billion, in contrast to only $13
billion in foreign investment in the U.S.  In 1978, however, only
eight years later, foreign investment in the U.S. had skyrocketed
to nearly #41 billion, about half of it in acquisition of U.S.
firms.  Foreign acquisitions of U.S. companies grew from 20 in
1970 to 188 in 1978.  The tables had turned an Americans were
worried.  Acquisitions in the banking and insurance sectors were
increasing sharply, which in particular alarmed many analysts.

Thus, when it was first published in 1980, this book met a growing
need for analytical and empirical data on this rapidly increasing
flow of foreign investment money into the U.S., much of it in
acquisitions.  Khoury answers many of the questions arising from
the situation as it stood in 1980, many of which are applicable
today: What are the motives for transnational acquisitions? How do
foreign firms plans, evaluate, and negotiate mergers in the U.S.?
What are the effects of these acquisitions on competition, money
and capital markets;  relative technological position; balance of
payments and economic policy in the U.S.?

To begin to answer these questions, Khoury researched foreign
investment in the U.S. from 1790 to 1979.  His historical review
includes foreign firms' industry preferences, choice of location
in the U.S., and methods for penetrating the U.S. market.  He
notes the importance of foreign investment to growth in the U.S.,
particularly until the early 20th century, and that prior to the
1970s, foreign investment had grown steadily throughout U.S.
history, with lapses during and after the world wars.

Khoury found that rates of return to foreign companies were not
excessive.  He determined that the effect on the U.S. economy was
generally positive and concluded that restricting the inflow of
direct and indirect foreign investment would hinder U.S. economic
growth both in the short term and long term.  Further, he found no
compelling reason to restrict the activities of multinational
corporations in the U.S. from a policy perspective.  Khoury's
research broke new ground and provided input for economic policy
at just the right time.

Sarkis J. Khoury holds a Ph.D. in International Finance from
Wharton.  He teaches finance and international finance at the
University of California, Riverside, and serves as the Executive
Director of International Programs at the Anderson Graduate School
of Business.



                             *********

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
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herein is obtained from sources believed to be reliable, but is
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