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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, October 27, 2014, Vol. 18, No. 299

                            Headlines

ABILITY NETWORK: MDOL Acquisition No Impact on Moody's B3 CFR
ABILITY NETWORK: S&P Affirms 'B' Corp. Credit Rating
AECOM TECHNOLOGY: Moody's Assigns 'Ba2' Definitive CFR
ALEXANDRA TRUST: Section 341(a) Meeting Scheduled for Nov. 14
AMERICAN AIRLINES: Reports Net Profit of $942 Million in Q3

ANESTHESIA HEALTHCARE: Loans Hiked to $1.5MM, Extended to Nov. 21
ANGELA G INC: Case Summary & 19 Largest Unsecured Creditors
ANGIE'S LIST: Incurs $5.21-Mil. Net Loss in Third Quarter
AOXING PHARMACEUTICAL: NYSE Extends Rule Compliance Deadline
ARCH COAL: Bank Debt Trades at 13% Off

ASR CONSTRUCTORS: Federal Insurance Objects to Plan Outline
ASR CONSTRUCTORS: Federal Insurance Opposes Cash Collateral Use
ASR CONSTRUCTORS: U.S. Trustee Wants Disclosure Statement Amended
ASR CONSTRUCTORS: Replies to Disclosure Statement Objections
AVALON OIL: Files Third Amendment to FY Ended March 31 Report

AXESSTEL INC: Appoints New Director to Board
BATE LAND: Oct. 28 Hearing on Bid to Strike BLC Plan Memo
BOULDER BRANDS: Earnings Revision No Impact on Moody's B1 CFR
BRITT MOTORSPORTS: Setoff Defense Consistutes Informal Claim
BUILDERS FIRSTSOURCE: Reports $8.5 Million Net Income in Q3

CANCER GENETICS: Granted Patent for Cervical Cancer Test
CHIQUITA BRANDS: Shareholders Reject Inversion Deal With Fyffes
CLOUDEEVA INC: Files Schedules of Assets and Liabilities
COUNTRY STONE: Files for Ch. 11 with Deal to Sell to Quikrete
COUNTRY STONE: Case Summary & 30 Largest Unsecured Creditors

DIALOGIC INC: Novacap to Buy Outstanding Shares at $.15 Apiece
DIOCESE OF GALLUP: Gets Ex-Bankruptcy Judge to Mediate for Free
DTS8 COFFEE: Sells 930,000 Common Shares
DUNE ENERGY: Terminates Acquisition Talks with PWP
DYNAMIC DRYWALL: Building Construction Denied Stay Relief

ELECTRONIC SENSOR: Case Summary & 16 Largest Unsecured Creditors
ELITE PHARMACEUTICALS: Hires Dr. Kenneth Smith VP of Legal
ELVIN CORPORATION: Voluntary Chapter 11 Case Summary
ERF WIRELESS: Sold 3.5 Million Common Shares
EXIDE TECHNOLOGIES: Creditors Say Loan Terms Too Restrictive

FORMER PAYROLL: Court Ousts Management, Appoints Ch.11 Trustee
FREESEAS INC: Registers 17.5 Million Shares for Resale
GFI GROUP: Moody's Continues to Review B1 Rating for Upgrade
GOOD SHEPHERD: Moody's Puts 'Ba3' Debt Rating for Downgrade
GRAPHIC PACKAGING: Moody's Rates New $250MM Unsecured Notes 'B3'

GRAPHIC PACKAGING: S&P Assigns 'BB+' Rating on $250MM Sr. Notes
GREEN MOUNTAIN: Nov. 17 Hearing on Further Use of Cash Collateral
GT ADVANCED: Bankruptcy Pros Disclose Client Ties to Apple
GT ADVANCED: Selects Nixon Peabody LLP as Counsel
GT ADVANCED: Wants to Hire Paul Hastings as Counsel

GT ADVANCED: GTAEH Seeks to Hire Quinn Emanuel as Special Counsel
GT ADVANCED: Names Ropes & Gray as Corporate Counsel
HAAS ENVIRONMENTAL: Files Amended Plan and Disclosure Statement
HAAS ENVIRONMENTAL: Cummings Objects to Amended Plan and Outline
HAWAII OUTDOOR: Bank Creditor Wins Dismissal of Chapter 11 Case

HAWKER BEECHCRAFT: Former Employee's Claims Disallowed
HD SUPPLY: Two Directors Resigned; New Directors Appointed
HEALTHWAREHOUSE.COM INC: 2014 Stock Incentive Plan Approved
HERCULES OFFSHORE: Incurs $88.5-Mil. Net Loss in Third Quarter
HORIZON LINES: Posts $9.5 Million Net Income in Third Quarter

IMH FINANCIAL: Breaks Ground on Minn. Luxury Apartment Complex
INTELLIPHARMACEUTICS INT'L: Positive Results From Clinical Trials
INVERSIONES ALSACIA: Proposes FTI Canada as Financial Advisor
INVERSIONES ALSACIA: Proposes Cleary Gottlieb as Counsel
JACKSONVILLE BANCORP: Cuts Workforce by 10%

JAMES RIVER: Perella Agrees to Slash Professional Fees
KANGADIS FOOD: Files 2nd Reply in Support of Solicitation Motion
KANGADIS FOOD: Files First Amended Plan and Disclosure Statement
KEYPOINT GOVERNMENT: Moody's Cuts Corporate Family Rating to B3
LAKELAND INDUSTRIES: To Sell $11.2-Mil. Worth of Common Shares

LAKELAND INDUSTRIES: Ancora Advisors Holds 1.4% Equity Stake
LIGHTSQUARED INC: Shouldn't Be Allowed to Halt Suits, Fund Says
LLRIG TWO LLC: Section 341(a) Meeting Set for Dec. 17
MACKEYSER HOLDINGS: Says Deal Creates Possibility for Recovery
MCCLATCHY CO: Incurs $2.8 Million Net Loss in Third Quarter

MEDIJANE HOLDINGS: Has $840K Net Loss in Aug. 31 Quarter
NATIONAL REPUBLIC BANK: Bank of Texas Assumes All of Deposits
NBRS FINANCIAL: 15th Bank Failure in 2014
NE OPCO: Has Until Dec. 10 to File Chapter 11 Plan
NEXSTAR BROADCASTING: KASW-TV Deal No Impact on Moody's B2 CFR

NYTEX ENERGY: Incurs $164,000 Net Loss in Second Quarter
OMNICOMM SYSTEMS: Files Financial Statements of Promasys
ONKAR LODGING: Case Summary & 9 Largest Unsecured Creditors
OXYSURE SYSTEMS: To Merge With Estill Medical Technologies
PETTERS COMPANY: Elistone Fund Agrees to Reduce Claim by $23MM

PHL VARIABLE INSURANCE: Has $16.8-Mil. Net Loss in First Quarter
POSITIVE HEALTH: Appeals Court Nets Out Value Defense on Transfer
POSITIVEID CORP: Inks GlucoChip & Settlement Pact With VeriTeQ
PRECISION OPTICS: Amends 1.7 Million Common Shares Prospectus
PVA APARTMENTS: Section 341(a) Meeting Set for Nov. 10

REICHHOLD HOLDINGS: Proposes Dickstein as Special Counsel
REICHHOLD HOLDINGS: Proposes Cole Schotz as Bankruptcy Counsel
REICHHOLD HOLDINGS: Taps Hunton & Williams as Environ. Counsel
REVEL AC: Wants Cheaper Energy; Appeal Filed on Sale
RITE AID: Inks Stock Trading Plan With Messrs. Montini & Vitrano

ROSETTA GENOMICS: Shareholders Oppose Election of Directors
RYNARD PROPERTIES: Opposes Dismissal of Chapter 11 Case
SANDFORD AND SON: Voluntary Chapter 11 Case Summary
SANTA FE GOLD: Posts $11.6-Mil. Net Loss for Second Quarter
SEANERGY MARITIME: Christina Anagnostara Elected to Board

SGK VENTURES: Wins Court Approval to Hire McGladrey as Accountants
SIMPLEXITY LLC: Wants Until Dec. 12 to Remove Causes of Actions
SOLAR POWER: Unit Signs Share Purchase Agreement ZhongNeng Green
SOLAR POWER: Unit Inks Cooperation Agreement With GD Solar
SPECIALTY PRODUCTS: Files Ch. 11 Plan to Resolve Fibro Claims

STW RESOURCES: Incurs $4.04-Mil. Net Loss for Q2 Ended June 30
SUN BANCORP: Reports $825,000 Net Loss in Third Quarter
T-L CHEROKEE: Has Access to Cole Taylor's Cash Until Oct. 31
TARGA RESOURCES: S&P Assigns 'BB+' Rating on $550MM Sr. Notes
TECHPRECISION CORP: Exploring Alternatives to Enhance Liquidity

TITAN ENERGY: Review of Previously Filed Reports Ongoing
TORCHLIGHT ENERGY: Amends First Quarter Report
TORCHLIGHT ENERGY: Files Amendment to June 30 Quarter Report
TORCHLIGHT ENERGY: Posts $10.4-Mil. Net Loss in FY2013
TRANSFIRST INC: Moody's Assigns B3 Corporate Family Rating

TRANSFIRST HOLDINGS: S&P Affirms 'B' Corp. Credit Rating
TRANSGENOMIC INC: Obtains $2.4 Million From Private Placement
TRIGEANT HOLDINGS: BTB, et al., Balk at Berger Singerman Hiring
TRIGEANT HOLDINGS: Nov. 5 Hearing on Bid to Incur $1.2MM Loans
TRINITY INDUSTRIES: To Stop Shipments of Guardrail Systems

TRUMP ENTERTAINMENT: Union Battles Icahn Over Casino's Future
TURNER GRAIN: Section 341(a) Meeting Set for Dec. 15
TURNER GRAIN: Case Summary & 20 Largest Unsecured Creditors
TWEETER HOME: Court Confirms Ch. 11 Liquidation Plan
ULTURA (LA) INC: Meeting to Form Creditors' Panel Set for Oct. 31

UNITEK GLOBAL: Signs Plan Support Agreement With Lenders
UNITEK GLOBAL: TICC Capital Affiliates Support Pre-Packaged Plan
VERITEQ CORP: Terminates License Agreement With PositiveID
VERTELLUS SPECIALTIES: S&P Revises Outlook & Affirms 'B-' CCR
WALTER ENERGY: Bank Debt Trades at 15% Off

WEST TEXAS GUAR: Judge Approves Deal Between Plant, Farmers
WESTLAKE VILLAGE: Court Approves Joint Administration of Cases
YMCA MILWAUKEE: Exclusivity Periods Extended Through January 2015
YMCA MILWAUKEE: Lease Decision Period Extended Through January 1

* Two Judges Give Speeches on Municipal Bankruptcy

* BOND PRICING: For the Week From October 19 to 24, 2014


                             *********


ABILITY NETWORK: MDOL Acquisition No Impact on Moody's B3 CFR
-------------------------------------------------------------
Moody's Investors Service announced that ABILITY Network Inc.'s
("ABILITY") debt-financed acquisition of M.D. On-Line, Inc.
("MDOL") brings strategic benefits, but will have no impact on
ABILITY's credit ratings, including the CFR and PDR at B3 and B3-
PD, respectively.

ABILITY Network Inc. is a leading "software-as-a-service" (SaaS)
provider of web-based network connectivity between healthcare
providers and the Centers for Medicare and Medicaid Services
(CMS). Moody's expects the company, pro-forma for the anticipated
acquisition of M.D. On-Line, to generate annual revenues of
slightly more than $100 million.


ABILITY NETWORK: S&P Affirms 'B' Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Minneapolis-based ABILITY Network Inc.
The outlook is stable.

At the same time, S&P affirmed the 'B' issue-level rating on
ABILITY'S $20 million revolving credit facility due 2019 and
$294.5 million first-lien term loan due 2021 (which includes the
$92.5 million add-on).  The recovery rating is '3', indicating
S&P's expectation for meaningful (50% to 70%) recovery of
principal in the event of payment default.

In addition, S&P affirmed the 'CCC+' issue-level rating on
ABILITY's $103.6 million second-lien term loan due 2022 (which
includes the $23.6 million add-on).  The recovery rating is '6',
indicating S&P's expectation for negligible (0% to 10%) recovery
of principal in the event of payment default.

"Our assessment of ABILITY's financial risk profile as 'highly
leveraged' reflects debt to EBITDA leverage in the low-7x area,
pro forma for the incremental debt used for the M.D. On-Line
acquisition with some expected synergies, and its 'weak' business
risk profile based on the company's modest revenue base and niche
position in the overall health care IT service sector," said
Standard & Poor's credit analyst Andrew Chang.

S&P expects the company to deliver good revenue and EBITDA growth
in 2015 with EBITDA margins in the low-50% area resulting in debt
leverage falling slightly to around 7x.  Furthermore, S&P expects
ABILITY to generate positive FOCF.

The stable outlook reflects S&P's expectation that ABILITY will
continue to generate high levels of recurring revenue, strong
customer renewal rates, and good revenue growth while maintaining
consistent EBITDA margins and positive FOCF.

S&P could lower the rating on ABILITY if the company sustains
leverage above the mid-7x level due to a decline in revenue or
EBITDA margins or because of aggressive financial policies.

S&P views an upgrade as unlikely given ABILITY's highly leveraged
financial risk profile, niche market focus, and S&P's expectation
that its financial sponsor ownership is likely to preclude
sustained deleveraging.


AECOM TECHNOLOGY: Moody's Assigns 'Ba2' Definitive CFR
------------------------------------------------------
Moody's Investors Service converted AECOM Technology Corporation's
provisional (P)Ba2 corporate family rating to a definitive Ba2
corporate family rating. Concurrently, Moody's converted all of
the company's provisional ratings to definitive ratings to reflect
the closing of the acquisition of URS Corporation and the
completion of the proposed financing to fund the deal. Moody's
also assigned a probability of default rating of Ba2-PD and a
speculative grade liquidity rating of SGL-2. The ratings outlook
is stable.

The following actions were taken:

Assignments:

Issuer: AECOM Technology Corporation

Probability of Default Rating, Assigned Ba2-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Rating changes:

Corporate Family Rating, Ba2 from (P)Ba2;

Senior Secured Credit Facility, Ba1 (LGD3) from (P)Ba1 (LGD3);

Senior Secured Performance Letter of Credit Facility, Ba1 (LGD3)
from (P)Ba1 (LGD3);

Senior Secured First Lien Term Loan A, Ba1 (LGD3) from (P)Ba1
(LGD3);

Senior Secured First Lien Term Loan B, Ba1 (LGD3) from (P)Ba1
(LGD3);

Senior Unsecured Notes, Ba3 (LGD5) from (P)Ba3 (LGD5);

Outlook Actions:

Outlook, Assigned Stable Outlook

Ratings Rationale

AECOM's Ba2 corporate family rating reflects its large scale,
diverse end market exposure, solid market position, modest fixed
price construction risk and strong and consistent operating cash
flow. AECOM is one of the largest and most diversified engineering
& construction companies in North America. The rating also
reflects the company's acquisitive history, elevated leverage, the
transformative nature of the URS acquisition and the risks
associated with integrating the largest acquisition in the
company's history, and the increased exposure to construction risk
that comes with the acquisitions of URS and the Hunt Construction
Group.

AECOM completed the acquisition of URS Corporation on October 17,
2014. The total enterprise value of the transaction was about $5.5
billion and was funded with a combination of cash, AECOM common
stock and assumed debt. The purchase price represents 8.0x
trailing twelve month EBITDA excluding potential synergies. The
purchase price is about 6.0x EBITDA including $250 million of
projected synergies, which the company expects to realize by the
end of 2016.

AECOM debt increased by about $4 billion including newly issued
and assumed debt related to the URS acquisition. As a result,
AECOM's pro forma adjusted leverage ratio (Debt/EBITDA) rose to
about 5.0x from 3.3x and is elevated for its rating. In addition,
the acquisition of URS will entail integration and operational
risks that have never been faced by AECOM since URS is much larger
in size and exposed to end markets that are unfamiliar to AECOM.
URS also provides services such as industrial construction, which
entail greater risks and exposure to higher priced projects than
the typical engineering and design services provided by AECOM. The
recent acquisition of the Hunt Construction Group will also
increase the company's exposure to construction services in the
commercial and infrastructure sectors. AECOM does have exposure to
construction, but it mostly constructs office and high rise
residential buildings and typically subcontracts most of that work
to reduce its construction risk.

The combination of AECOM and URS along with the recently acquired
Hunt Construction Group will produce one of the largest and most
diversified engineering & construction companies in the US with
about $19 billion to $20 billion in annual revenues. This will
enable AECOM to provide a broader array of services to a wider
range of end markets and enhance its ability to meet the
increasing demand for integrated services as customers shift
towards awarding design and build contracts at the same time to
decrease the time to completion of projects. AECOM will also have
significant free cash flow generation, which should enable it to
reduce its leverage to a level that is commensurate with its
rating within two years after the completion of the URS
acquisition.

Moody's expects AECOM to generate adjusted EBITDA of about $1.6
billion in the fiscal year ended September 2015 and to generate
free cash flow of about $800 million. This should enable the
company to reduce its leverage ratio to around 4.5x and to raise
its interest coverage ratio to 3.0x. The leverage ratio will still
be weak for the rating, but should continue to gradually decline
to the 3.5x level that is more commensurate with its Ba2 rating.

AECOM has been assigned a speculative grade liquidity rating of
SGL-2 since it is expected to have good pro forma liquidity of at
least $1.2 billion. About $300 million of its cash is tied up in
joint ventures, specific projects or is restricted and is not
readily accessible. Therefore, the company's available liquidity
is expected to be closer to $900 million. This is more than
adequate, especially considering AECOM's liquidity is expected to
increase modestly in the near term as it uses its free cash to pay
off its revolver borrowings. Moody's estimates about $300 million
to $500 million of outstanding borrowings on the revolver at the
close of the URS acquisition.

The stable outlook presumes the company's operating results will
modestly improve over the next 12 to 18 months and result in
substantial free cash flow and significantly reduced leverage. It
also assumes the company will carefully balance its leverage with
its growth strategy.

The ratings are not likely to experience upward pressure in the
short term considering the company's elevated pro forma leverage.
However, an upgrade is possible if the company successfully
integrates URS and reduces its leverage ratio to below 3.5x.

Negative rating pressure could develop if deteriorating operating
results, weaker than expected cash flow or debt financed
acquisitions result in the leverage ratio remaining above 5.0x or
funds from operations (CF from operations before working capital
changes) remaining below 15% of outstanding debt. A significant
reduction in borrowing availability or liquidity could also result
in a downgrade.

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

Headquartered in Los Angeles, CA, AECOM Technology Corporation is
a fully integrated infrastructure and support services firm
providing engineering & design, planning and construction services
to the transportation, facilities, environmental, energy, water
and government sectors. AECOM acquired Hunt Construction Group in
July 2014 and URS Corporation in October 2014. Hunt provides
construction services, construction management and general
contracting services for the commercial and infrastructure
construction sectors. URS is a provider of engineering,
construction and technical services and a contractor for the US
Federal government. URS reports its revenue in four market
segments: Infrastructure & Environment, Energy & Construction,
Federal Services and Oil & Gas. AECOM along with URS and Hunt
generated pro forma revenues of about $19.5 billion for the
trailing 12-month period ended June 30, 2014.


ALEXANDRA TRUST: Section 341(a) Meeting Scheduled for Nov. 14
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Alexandra Trust
will be held on Nov. 14, 2014, at 10:00 a.m. at Dallas, Room 976.
Creditors have until Feb. 12, 2015, to submit their proofs of
claim.

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

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

Alexandra Trust filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Tex. Case No. 14-35049) on Oct. 20, 2014.  The petition was
signed by Richard Dale Sterritt, Jr., as trustee.  The Debtor
estimated $100 to $500 million in assets and liabilities of
$500,000 to $1 million.  Arthur I. Ungerman, Esq., serves as the
Debtor's counsel.  Judge Barbara J. Houser is assigned to the
case.


AMERICAN AIRLINES: Reports Net Profit of $942 Million in Q3
-----------------------------------------------------------
American Airlines Group Inc. on Oct. 23 reported its third quarter
2014 results.

Third quarter 2014 net profit, excluding net special charges, was
a record $1.2 billion, up 59 percent versus the third quarter 2013

Third quarter 2014 GAAP net profit was $942 million, a record for
any quarter in the history of American Airlines

Returned $185 million to shareholders through the payment of $72
million in quarterly dividends and the repurchase of $113 million
of common stock through the Company's stock repurchase program

Declared a dividend of $0.10 per share to be paid on November 17,
2014 to shareholders of record as of November 3, 2014

For the third quarter 2014, American Airlines Group reported a
record GAAP net profit of $942 million.  This compares to a GAAP
net profit of $289 million in the third quarter 2013 for AMR
Corporation prior to the merger.

The Company believes it is more meaningful to compare year-over-
year results for American Airlines and US Airways excluding
special charges and on a combined basis, which is a non-GAAP
formulation that combines the results for AMR Corporation and US
Airways Group.  On this basis, third quarter 2014 net profit
excluding net special charges was a record $1.2 billion, or $1.66
per diluted share.  This represents a 59 percent improvement over
the combined non-GAAP net profit of $771 million excluding net
special charges for the same period in 2013.  The Company's third
quarter 2014 pretax margin excluding net special charges was 11
percent.

"We are very pleased to have reported a record profit for each
quarter so far in 2014," said Chairman and CEO Doug Parker.  "We
anticipate we will also post a record profit for both the fourth
quarter and full year 2014.  This performance reflects the
strength of our merger and the commitment of our team.  Our over
100,000 team members are doing an excellent job of integrating our
airlines and providing outstanding service to our customers.
While some of the biggest tasks in our integration still lie
before us, the significant accomplishments to date reinforce our
confidence that we are well on our way to restoring American as
the world's greatest airline.  Thanks to our team, American is in
excellent position for success in 2015 and beyond."

Revenue and Cost Comparisons

Total revenues in the third quarter were a record $11.1 billion,
an increase of 4.4 percent versus the third quarter 2013 on a
combined basis, on a 2.0 percent increase in total available seat
miles (ASMs).  Consolidated passenger revenue per ASM (PRASM) was
a record at 14.12 cents, up 1.0 percent versus the third quarter
2013 on a combined basis, driven by a record yield of 16.93 cents,
up 2.6 percent year-over-year.

Total operating expenses in the third quarter were $9.9 billion,
an increase of 3.5 percent over combined third quarter 2013.
Third quarter mainline cost per available seat mile (CASM) was
13.28 cents, up 1.3 percent on a 2.1 percent increase in mainline
ASMs versus combined third quarter 2013.  Excluding special
charges and fuel, mainline CASM was up 0.7 percent compared to the
combined third quarter 2013, at 8.35 cents.  Regional CASM
excluding special charges and fuel was 15.52 cents, up 3.7 percent
on a 1.0 percent increase in regional ASMs versus combined third
quarter 2013.

Liquidity and Financing Transactions

At September 30, 2014, American had approximately $8.8 billion in
total cash and short-term investments, of which $875 million was
restricted.  The Company also had an undrawn revolving credit
facility of $1.0 billion.

During the third quarter, the Company Issued $957 million
principal amount of 2014-1 Enhanced Equipment Trust Certificates
(EETC) at a blended interest rate of 3.8 percent and issued $750
million principal amount of 5.5 percent senior unsecured notes due
in 2019.

Also in the third quarter, the Company returned $185 million to
its shareholders through the payment of $72 million in quarterly
dividends and the repurchase of $113 million of common stock, or
2.9 million shares.  The Company also purchased approximately
432,000 shares from its Disputed Claims Reserve at the prevailing
market price to satisfy certain tax obligations resulting from the
July 1, 2014, distribution.

As of September 30, 2014, $721 million of the Company's
unrestricted cash balance was held in Venezuelan bolivars, valued
at the weighted average applicable exchange rate of 6.41 bolivars
to the dollar.  The Company's cash balance held in Venezuelan
bolivars decreased $70 million from the June 30, 2014, balance of
$791 million, due primarily to $48 million in repatriations in the
third quarter of 2014 ($31 million valued at 6.3 bolivars to the
dollar and $17 million valued at 10.6 bolivars to the dollar).
This balance also reflects the Company's significant reduction in
capacity in this market, pending further repatriation of funds and
due to a decrease in demand for air travel resulting from the
effective devaluation of the bolivar.  The Company continues to
work with Venezuelan authorities regarding the timing and exchange
rate applicable to the repatriation of funds held in local
currency.  The Company is monitoring this situation closely and
continues to evaluate its holdings of Venezuelan bolivars for
potential impairment.

In early October, the Company arranged a new credit facility
consisting of a fully-drawn $750 million term loan that matures in
October 2021 and an undrawn $400 million revolving credit facility
that matures in October 2019.  Collateral for the new credit
facility consists of certain slots, gates and route authorities.
Also in early October, the Company increased its existing $1
billion revolving credit facility by $400 million and extended its
maturity date from June 2018 to October 2019.  As a result of
these transactions, the Company's undrawn revolving credit
facility is now $1.8 billion.

On October 22, the Company's Board of Directors declared a
dividend of $0.10 per share for shareholders of record as of
November 3, 2014.  The dividend will be paid on November 17, 2014.

Notable Third Quarter Accomplishments

Merger Integration Developments

Reached a tentative agreement with the Association of Professional
Flight Attendants on a joint collective bargaining agreement
covering more than 24,000 flight attendants at American and US
Airways.  This agreement is pending ratification by the flight
attendants

Recalibrated the schedule at our Miami hub to increase the number
of available connections and optimize revenue

Combined operations at 82 airports since the merger, including the
Company's hub at Chicago O'Hare

Broke ground on our new state of the art Robert W. Baker
Integrated Operations Center in Fort Worth, with completion
planned for the third quarter of 2015

American flight attendants began exclusively using an electronic
flight attendant manual on a handheld tablet, making the documents
easier to access for flight attendants and reducing weight on each
aircraft. US Airways flight attendants will begin using eManuals
after the two carriers achieve a single operating certificate next
year

Rebranded nine Admirals Club(R)lounges at eight airports,
including Ronald Reagan Washington National Airport, Boston Logan
Airport, Pittsburgh International Airport, and Tampa International
Airport

Fleet and Network Developments

As part of its plan to modernize its fleet, the Company took
delivery of 22 new mainline aircraft during the third quarter

US Airways became fully integrated in the trans-Atlantic joint
business by launching a codeshare agreement with Finnair,
providing customers increased access to Helsinki and beyond

Applied for new international service between Dallas/Fort Worth
and Beijing. This will be the Company's 11th route between the
U.S. and Asia

Other Developments

Partnered with the Honor Flight Network and donated a flight, with
volunteer flight crews, to bring 114 Vietnam veterans from the
Oshkosh Air Show to Washington, D.C., to see the Vietnam Veterans
Memorial, Arlington National Cemetery, and the National Museum of
American History

Partnered with The Something mAAgic Foundation for the 19th annual
mAAgic flight, bringing 36 children with life-threatening medical
conditions and their families to Orlando, Fla. for a special
weeklong vacation

Special Items

In the third quarter, the Company recognized a total of $281
million in net special charges, including:

$223 million net special operating charges, which principally
included $168 million of mainline and regional merger integration
expenses and an $81 million charge to revise prior estimates of
certain aircraft residual values.  These charges were offset, in
part, by a net $40 million credit for bankruptcy related items
consisting of fair value adjustments for bankruptcy settlement
obligations

$50 million of non-operating items, primarily due to early debt
extinguishment costs related to American's 7.5 percent senior
secured notes and other debt

$8 million in non-cash deferred income tax provision related to
certain indefinite-lived intangible assets

                    About American Airlines

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

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

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

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

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

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

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

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

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

                          *     *     *

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

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

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

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


ANESTHESIA HEALTHCARE: Loans Hiked to $1.5MM, Extended to Nov. 21
-----------------------------------------------------------------
U.S. Bankruptcy Judge Wendy L. Hagenau authorized Anesthesia
Healthcare Partners, Inc., et al., to amend the final order
authorizing the Debtors to (i) use cash collateral, and (ii)
access postpetition financing, to reflect the extension of the
final maturity date, and to expand the debtor-in-possession loan
agreement.

Pursuant to the Amendment, the DIP Lender agrees to make revolving
loans to the Debtors, from time to time during the availability
period, in an aggregate principal amount outstanding at any time
that will not result in the aggregate principal amount of all
outstanding Loans exceeding $1,500,000.   Additionally, the final
order is amended by deleting subsection (i) of paragraph 2 in its
entirety and replacing it with "Nov. 21, 2014."

Except for the increase in the aggregate commitment and the
extension of final maturity date as set forth in the amendment and
the extension of the cash collateral termination date, nothing in
the order will have any effect on the relief granted in the final
order.

                          DIP Financing

The Debtors sought to obtain postpetition financing up to the
aggregate principal amount of $1,000,000 from SunTrust Bank and to
grant priming liens to the DIP Lender on substantially all of the
Debtors' assets that constitute collateral and first priority
liens to the DIP Lender on any unencumbered property of the
Debtors, and super-priority administrative claim status to the DIP
Lender's claims.

The Debtors are authorized to borrow under the DIP loan an
aggregate outstanding principal amount not to exceed $1,000,000
(any amounts repaid under the DIP loan may be reborrowed through
the maturity date).

The DIP Lender is granted a valid, perfected, security interest
in, and liens upon all present and  after-acquired property of
each Debtor.

                  About Anesthesia Healthcare

Anesthesia Healthcare Partners, Inc., filed a bare-bones Chapter
11 petition (Bankr. N.D. Ga. Case No. 14-59631) in Atlanta on
May 15, 2014.  The case is assigned to Judge Wendy L. Hagenau.
The Debtor is represented by Theodore N. Stapleton, Esq., at
Theodore N. Stapleton, P.C., in Atlanta.

Sean Lynch of Suwannee, Georgia, the CEO of the company, owns
100% of the common stock.  In its schedules, the Debtor listed
$19,632,440 in total assets and $11,827,716 in total liabilities.


ANGELA G INC: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Angela G, Inc.
        24 Purchase Street
        Rye, NY 10580

Case No.: 14-23494

Nature of Business: Retail Women's Clothing

Chapter 11 Petition Date: October 23, 2014

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Debtor's Counsel: Marc Stuart Goldberg, Esq.
                  MARC STUART GOLDBERG, LLC
                  670 White Plains Road, Suite 121
                  Scarsdale, NY 10583
                  Tel: (914) 725-8200
                  Fax: (914) 725-7724
                  Email: mgoldberg@msglegal.com

Estimated Assets: $1 million to $10 million

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

The petition was signed by Angela Guitard, president.

A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb14-23494.pdf


ANGIE'S LIST: Incurs $5.21-Mil. Net Loss in Third Quarter
---------------------------------------------------------
Angie's List, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $5.21 million on $81.31 million of total revenue for the
three months ended Sept. 30, 2014, compared to a net loss of
$13.51 million on $65.5 million of total revenue for the same
period last year.

The Company's balance sheet at Sept. 30, 2014, showed $161 million
in total assets, $200 million in total liabilities, and a
stockholders' deficit of $39.4 million.

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

                       http://is.gd/Suppuo

Angie's List, Inc. operates the consumer rating network "Angie's
List".  The Indianapolis-based Company also sells advertising in
its monthly publication, on its website and through its call
center to service providers that meet certain rating criteria.


AOXING PHARMACEUTICAL: NYSE Extends Rule Compliance Deadline
------------------------------------------------------------
Aoxing Pharmaceuticl Company, Inc., had previously received notice
from NYSE MKT LLC that, based upon the financial statements
contained in Aoxing Pharma's annual report on Form 10-K for the
year ended June 30, 2013, and its quarterly reports on Form 10-Q
for the periods ended Sept. 30, 2013, and Dec. 31, 2013, Aoxing
Pharma is not in compliance with the following sections of the
NYSE MKT Company Guide:

   * Section 1003(a)(i) since it reported stockholders' equity of
     less than $2,000,000 at Dec. 31, 2013, and has incurred
     losses from continuing operations or net losses in two of its
     three most recent fiscal years ended June 30, 2013;

   * Section 1003(a)(ii) since it reported stockholders' equity of
     less than $4,000,000 at Sept. 30, 2013, and has incurred
     losses from continuing operations or net losses in three of
     its four most recent fiscal years ended June 30, 2013;

   * Section 1003(a)(iii) since it reported stockholders' equity
     of less than $6,000,000 at June 30, 2013, and has incurred
     losses from continuing operations or net losses in its
     five most recent fiscal years then ended; and

   * Section 1003(a)(iv) since it has sustained losses that are so
     substantial in relation to its overall operations or its
     existing financial resources, or its financial condition has
     become so impaired that it appears questionable, in the
     opinion of the NYSE MKT, as to whether the Company will be
     able to continue operations or meet its obligations as they
     mature.

The Company was afforded the opportunity to submit plans of
compliance to the Exchange.  Based on the plans of compliance
submitted by the Company, the Exchange granted the Company an
extension until April 27, 2015, to regain compliance with Sections
1003(a)(i), 1003(a)(ii) and 1003(a)(iii).  The Exchange also
granted the Company an extension until Sept. 21, 2014 to regain
compliance with Section 1003(a)(iv).

On Oct. 22, 2014, the Exchange notified the Company that the
period during which it will be permitted to regain compliance with
Section 1003(a)(iv) has been extended to Nov. 23, 2014.  The
Company will be subject to periodic review by the Exchange Staff
during the extension periods.  Failure to make progress consistent
with the plans or to regain compliance with the listing standards
by the ends of the extension periods could result in the Company
being delisted from the NYSE MKT LLC.

In the same letter, the Exchange said it is concerned that the
Company's common stock may not be suitable for auction market
trading due to its low selling price.  Therefore, the Exchange
deems it appropriate for the Company to effect a reverse stock
split.  If the Company does not address its low selling price
within a reasonable time, continuation of the Company's listing
will become subject to further evaluation and follow-up
procedures.

                           About Aoxing

Aoxing Pharmaceutical Company, Inc., is a Jersey City, New Jersey-
based specialty pharmaceutical company.  The Company is engaged in
the development, production and distribution of pain-management
products, narcotics and other drug-relief medicine.

In their report on the consolidated financial statements for the
year ended June 30, 2014, BDO China Shu Lun Pan Certified Public
Accountants LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
continues to incur losses from operations, has negative cash flow
from operations and a working capital deficit.

The Company reported a net loss of $8.63 million for the fiscal
year ended June 30, 2014, compared to a net loss of $17.29 million
last year.  The Company's balance sheet at June 30, 2014, showed
$38.07 million in total assets, $42.08 million in total
liabilities and a stockholders' deficit of $4.01 million.


ARCH COAL: Bank Debt Trades at 13% Off
--------------------------------------
Participations in a syndicated loan under which Arch Coal Inc. is
a borrower traded in the secondary market at 88.70 cents-on-the-
dollar during the week ended Friday, October 24, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 4.25
percentage points from the previous week, The Journal relates.
Arch Coal Inc. pays 500 basis points above LIBOR to borrow under
the facility.  The bank loan matures on May 17, 2018, and carries
Moody's B1 rating and Standard & Poor's B+ rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


ASR CONSTRUCTORS: Federal Insurance Objects to Plan Outline
-----------------------------------------------------------
Federal Insurance Company tells the U.S. Bankruptcy Court for the
Central District of California that the Disclosure Statement for
Chapter 11 Liquidating Plan jointly proposed by ASR Constructors,
Inc., et al., fails to meet the requirements of Section 1125 of
the Bankruptcy Code.

Federal, a creditor, argues that the Disclosure Statement fails to
provide adequate information regarding the Plan, the implied
consolidation of the Debtor estates, the discretion of Allan
Regotti, as disbursing agent, and the proposed scope of releases
offered to the proposed Exculpated Parties.

Because the Disclosure Statement fails to provide adequate
information about material aspects of the Plan and fails to
disclose material risk factors associated with the Plan, Federal
contends that the Disclosure Statement should not be approved.

                     About ASR Constructors

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  ASR disclosed $17,647,556 in
assets and $18,901,467 in liabilities as of the Chapter 11 filing.

Judge Mark D. Houle presides over the case.  James C. Bastian,
Jr., Esq., at Shulman Hodges & Bastian, LLP, serves as the
Debtor's counsel.

The Law Office of John D. Mannerino serves as corporate counsel to
the Debtor.  Rodgers, Anderson, Malody & Scott LLP CPAs serves as
accountant to the Debtor.

Two affiliates -- Another Meridian Company, LLC and Inland
Machinery, Inc. -- also filed Chapter 11 petitions.


ASR CONSTRUCTORS: Federal Insurance Opposes Cash Collateral Use
---------------------------------------------------------------
Federal Insurance Company asks the U.S. Bankruptcy Court for the
Central District of California not to approve ASR Constructors,
Inc., et al.'s use of its cash collateral.

ASR Constructors, Inc., Another Meridian Company, LLC, and Inland
Machinery, Inc., have asked the Court for permission to use cash
collateral, which they admit Federal has a first secured position.

At this time, Federal says, it has a secured claim with current
losses far exceeding the collateral, and with no adequate
protection available as the proposed substitute collateral is
vaguely described, and not liquidated.  Federal also contends that
the substitute collateral is not sufficient to adequately protect
Federal in that the prospect of some possible profit in an ongoing
job is certainly not of equal value to the sale proceeds of
Federal's collateral.

Absent consent, the law is clear that the Debtors cannot use
Federal's cash collateral, Jonathan J. Dunn, Esq., at Salamirad,
Morrow, Timpane & Dunn LLP, in Irvine, California --
jdunn@smtdlaw.com -- contends, adding that Federal does not so
consent to the Debtors' use of its collateral.  Federal, however,
is willing to consider the Debtors' reasonable proposals for
reaching a stipulation on possible use of cash collateral, but at
this time, no agreement has been reached and Federal does not so
consent, he explains.

                     About ASR Constructors

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  ASR disclosed $17,647,556 in
assets and $18,901,467 in liabilities as of the Chapter 11 filing.

Judge Mark D. Houle presides over the case.  James C. Bastian,
Jr., Esq., at Shulman Hodges & Bastian, LLP, serves as the
Debtor's counsel.

The Law Office of John D. Mannerino serves as corporate counsel to
the Debtor.  Rodgers, Anderson, Malody & Scott LLP CPAs serves as
accountant to the Debtor.

Two affiliates -- Another Meridian Company, LLC and Inland
Machinery, Inc. -- also filed Chapter 11 petitions.


ASR CONSTRUCTORS: U.S. Trustee Wants Disclosure Statement Amended
-----------------------------------------------------------------
Peter C. Anderson, the United States Trustee for the Central
District of California for Region 16 filed with the U.S.
Bankruptcy Court for the Central District of California his
objection to ASR Constructors, Inc., et al.'s Disclosure Statement
for thee Chapter 11 Liquidating Plan they jointly proposed.

Mr. Anderson contends that the Disclosure Statement lacks adequate
disclosure of potential recoveries to general unsecured creditors.
He notes that the Disclosure Statement's funding mechanism is
based on multiple contingencies.  Because many of these
contingencies are beyond the Debtors' control, he says, recovery
appears highly speculative.

In fact, Mr. Anderson says, the Debtors do not even attempt to
provide an estimate of a potential recovery.  Hence, he asserts,
the Disclosure Statement must be amended to provide specific
timeframes for the completion of bonded projects; collection of
accounts receivables; and proposed sales and liquidation of
properties and projections of recovery, even if any potential
recoveries will only repay the sureties.

The Disbursing Agent, an insider, holds almost unfettered
discretion in determining which Claims to pursue, including any
potential Claims that may be brought against the Disbursing Agent
or entities or trusts related to the Disbursing Agent, Mr.
Anderson asserts.  He asks that the Disclosure Statement should
disclose, among other things, whether the Debtors hold any Claims
or potential Avoidance Actions against the Disbursing Agent or
entities or trusts related to the Disbursing Agent.

Mr. Anderson further contends that the Disclosure Statement should
disclose why a de facto substantive consolidation for voting and
distribution purposes is in the best interests of creditors.

                     About ASR Constructors

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  ASR disclosed $17,647,556 in
assets and $18,901,467 in liabilities as of the Chapter 11 filing.

Judge Mark D. Houle presides over the case.  James C. Bastian,
Jr., Esq., at Shulman Hodges & Bastian, LLP, serves as the
Debtor's counsel.

The Law Office of John D. Mannerino serves as corporate counsel to
the Debtor.  Rodgers, Anderson, Malody & Scott LLP CPAs serves as
accountant to the Debtor.

Two affiliates -- Another Meridian Company, LLC and Inland
Machinery, Inc. -- also filed Chapter 11 petitions.


ASR CONSTRUCTORS: Replies to Disclosure Statement Objections
------------------------------------------------------------
ASR Constructors, Inc., et al., filed an omnibus reply to
objections to the Disclosure Statement Describing Chapter 11
Liquidating Plan Jointly Proposed by the Debtors.  The Objections
were filed by Federal Insurance Company, the Office of the United
States Trustee, and Carpenters Southwest Administrative
Corporation and Board of Trustees for the Carpenters Southwest
Trusts.

The Debtors agree that certain amendments need to be made to the
Disclosure Statement, and because of this, the Debtors request
that the hearing on the Disclosure Statement be continued for at
least 60 days.

James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian LLP, in
Irvine, California -- jbastian@shbllp.com -- contends that many of
the Objectors' arguments are confirmation issues and, thus,
premature.  He points out that the Disclosure Statement hearing
should not be transformed into an early confirmation hearing.

The arguments related to feasibility and Alan Regotti's role as
disbursing agent are confirmation issues and need not be resolved
at this time, Mr. Bastian says.  He also notes that Mr. Regotti is
the person most knowledgeable with respect to the assets of the
Debtors' Estates, the amounts due under various projects and
claims against the Estates.  Hence, Mr. Bastian argues, to
designate a different disbursing agent to object to claims will be
much more expensive, to the detriment of creditors.

The Debtors also tell the Court that they do not intend to seek
substantive consolidation of each of their bankruptcy estates but
the Debtors recognize that certain amendments to the Plan and
Disclosure Statement are needed to make this clear.  The Debtors
say the Plan will be amended to provide for three possible
scenarios based on the outcome of the litigation commenced by
Gotte Electric, Inc.:

   (1) if Gotte is successful in its litigation, then the
       transfers of property to Inland Machinery, Inc. and
       Another Meridian Company, LLC will be avoided and all
       assets and debts will be collapsed into the bankruptcy
       estate of ASR only and Federal will be treated only as a
       general unsecured creditor;

   (2) if Gotte is not successful, then the Estates of each of
       the Debtors will be kept separate and proceeds of
       collection and the sale of assets will be used to pay
       creditors in each separate bankruptcy estate in accordance
       with their priorities; or

   (3) if a settlement is reached in the Gotte litigation,
       distributions will be made based on the terms of the
       settlement.

While the Debtors are working very hard with the parties on a
settlement of the Gotte litigation, given the issues and conflicts
presented, the Debtors are considering entering into a
stipulation, subject to court approval, which provides for these
terms: (i) Gotte will have standing to prosecute the litigation;
(ii) Gotte will only be reimbursed reasonable attorneys' fees and
costs incurred in such litigation from the Estates and only to the
extent it is successful in avoiding liens and generating
unencumbered cash for the Estates; and (iii) that litigation will
be bifurcated to first determine Federal's claim amount and then,
whether and to what extent such claim is secured.

The Debtors also proposed to amend the Plan to, among other
things, provide for payment of quarterly fees consistent with the
UST guidelines, and to tighten the release language so that it is
clear the releases and exculpations only relate to actions taken
in obtaining approval and solicitations in favor of the Plan as
permitted by applicable law.

While the Plan will necessarily contain some contingencies even
with the proposed amendments, that is not unusual in Chapter 11
cases, Mr. Bastian says.  He asserts that most, if not all,
Chapter 11 plans have some amount of uncertainty and
contingencies, even in simple plans setting forth just a sale of
assets.  He points out that if the Court or the parties prefer
these contingencies to be resolved, this Chapter 11 case could be
held open for months or even years until the litigation is
resolved.

                     About ASR Constructors

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  ASR disclosed $17,647,556 in
assets and $18,901,467 in liabilities as of the Chapter 11 filing.

Judge Mark D. Houle presides over the case.  James C. Bastian,
Jr., Esq., at Shulman Hodges & Bastian, LLP, serves as the
Debtor's counsel.

The Law Office of John D. Mannerino serves as corporate counsel to
the Debtor.  Rodgers, Anderson, Malody & Scott LLP CPAs serves as
accountant to the Debtor.

Two affiliates -- Another Meridian Company, LLC and Inland
Machinery, Inc. -- also filed Chapter 11 petitions.


AVALON OIL: Files Third Amendment to FY Ended March 31 Report
-------------------------------------------------------------
Avalon Oil & Gas, Inc., filed with the U.S. Securities and
Exchange Commission on Oct. 22, 2014, a third amendment to its
annual report on Form 10-K for the fiscal year ended March 31,
2014.

Bernstein & Pinchuk LLP expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has incurred significant losses from operations since its
inception and has a working capital deficiency.

The Company reported a net loss of $785,978 on $156,322 of oil and
gas sales for the fiscal year ended March 31, 2014, compared with
a net loss of $749,314 on $163,574 of oil and gas sales in the
last year.

The Company's balance sheet at March 31, 2014, showed
$2.73 million in total assets, $1.52 million in total liabilities,
and stockholders' equity of $1.21 million.

A copy of the Form 10-K/A is available at:

                       http://is.gd/5feMGt

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


AXESSTEL INC: Appoints New Director to Board
--------------------------------------------
Axesstel, Inc., on Oct. 16, 2014, appointed Dr. Kenneth Yu Keung
Yum to its board of directors, according to a regulatory filing
with the U.S. Securities and Exchange Commission.

Under the terms of the Securities Purchase Agreement dated
Sept. 24, 2014, with the stockholders of Flexcomm Limited, the
Company agreed that for so long as the Flexcomm stockholders
beneficially own an aggregate of 20% or more of the Company's
outstanding common stock they can nominate two members to the
Company's Board of Directors.  Dr. Yu is the Flexcomm
stockholders' second designee to its Board of Directors.

Dr. Yu is an "independent" under the criteria established by the
Nasdaq Capital Market stock exchange for independent board
members.  Concurrently with his appointment to the Company's Board
of Directors, Dr. Yu was appointed to serve as a member of the
audit committee, compensation committee, and nominating and
governance committee of our Board of Directors.  Dr. Yu has been
appointed to serve as the chairman of the nominating and
governance committee.

Dr. Yu brings over 33 years of experience in technology, product
design and management.  He spent 16 years with Lattice
Semiconductor Corp. during which he started and managed a
subsidiary company in Shanghai, China.  An expert in all facets of
semiconductor equipment and technologies, Dr. Yu has done memory
and ASIC designs and is familiar with applications ranging from
programmable logic devices, processors, telephony integrated
circuits to charge coupled device imagers.  He is the co-author of
25 technical articles and owner of 8 patents.  Dr. Yu serves on
the Board of Directors of Advanced Systems Automation Limited
(SGX:ASDA.SI), a publicly-traded provider of automated
semiconductor backend process equipment and precision engineering
manufacturing services, and Dragon Group International Limited
(SGX:DRGN.SI), a publicly-traded investment holding company.

                           About Axesstel

Axesstel Inc., based in San Diego, Calif., develops fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market.  The Company's product portfolio
includes fixed wireless phones, wire-line replacement terminals,
and 3G and 4G broadband gateway devices used to access voice
calling and high-speed data services.

Axesstel disclosed net income of $4.31 million for the year ended
Dec. 31, 2012, as compared with net income of $1.09 million in
2011.  The Company's balance sheet at Sept. 30, 2013, showed
$9.23 million in total assets, $23.33 million in total liabilities
and a $14.10 million total stockholders' deficit.


BATE LAND: Oct. 28 Hearing on Bid to Strike BLC Plan Memo
---------------------------------------------------------
The Bankruptcy Court will convene a hearing on Oct. 28, 2014, at
2:00 p.m., to consider Bate Land & Timber, LLC's motion to strike
the memorandum of law in support of objections to confirmation of
Amended Plan of Reorganization and Bate Land Company L.P.'s
summary of testimony in opposition to confirmation of the Plan
filed by Bate Land Company, LP.

As reported in the TCR on Oct. 13, 2014, the Debtor said BLC's
supplemental brief is outside the scope of what was requested by
the Court and raises new issues not discussed or mentioned in any
previous court hearing or filing in the bankruptcy case.  The
Debtor asserted that BLC does not even attempt to hide that its
pleading was not limited to the "legal issues" as provided in the
Aug. 12 order, for it entitles its brief "supplemental memorandum
of law in support of objections to confirmation of Amended Plan of
Reorganization and Bate Land Company, L.P.'s summary of testimony
in opposition to confirmation of Plan of Reorganization."

According to the Debtor, whole sections of the BLC Supplemental
Brief are a rehashing of BLC's earlier-filed Summary of Testimony
and it inappropriately includes many arguments that were not made
in BLC's original Summary of Testimony opposing the Plan filed at
the close of the evidence on June 9, 2014, the Debtor contended.
It added among other things, that BLC supplemental brief discussed
many cases from all over the country not previously cited and
analyzed the Swartville and Eng cases, both of which are
distinguishable and decided before the close of evidence in this
case.

                          BLC Responds

The BLC supplemental brief complied with the Court order, which
invited parties to submit supplemental briefs relating to
unresolved legal issues, BLC contends.  As a result, BLC argued,
the BLC supplemental brief may not be stricken from the record,
and the Motion to Strike must be denied.

                    About Bate Land & Timber

Willotte, North Carolina-based Bate Land & Timber, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.C. Case No. 13-04665) on July 25, 2013.  Judge Stephani W.
Humrickhouse oversees the Chapter 11 case.

The Debtor, in amended schedules, disclosed $53,477,624 in assets
and $74,162,211 liabilities as of the Chapter 11 filing.  The
petition was signed by Brad Cheers, manager.

The Bankruptcy Administrator for the Eastern District of North
Carolina was unable to organize and recommend the appointment of a
committee of creditors holding unsecured claims against the
Debtor.


BOULDER BRANDS: Earnings Revision No Impact on Moody's B1 CFR
-------------------------------------------------------------
Moody's Investors Service said that Boulder Brands, Inc.'s
downward revision to earnings due to larger than expected declines
in Smart Balance spread products is a credit negative but has no
affect on the B1 corporate family rating or stable outlook.

The B1 Corporate Family Rating reflects Boulder Brands' limited
scale, moderately high leverage, and the niche nature of is
product offering. The rating also reflects the favorable growth
prospects of the functional food product category with a health
and wellness theme, which Moody's believe will result in strong
organic growth, driven by the natural segment.

Boulder Brands is a consumer foods company that markets and
manufactures a wide array of consumer food product for sale in the
United States, Canada and the United Kingdom. The company produces
products for consumes looking for specific diets such as heart
healthier diets, diabetic based diets, gluten free diets, plant
based diets, and simple ingredient diets under brand names such as
Smart Balance, Earth Balance, Udi's, Glutino, Davies, Level Life
and EVOL. The company generated revenue of $498 million for the
twelve months ended June 30, 2014.


BRITT MOTORSPORTS: Setoff Defense Consistutes Informal Claim
------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse said the defendants in
an avoidance lawsuit filed by the Chapter 7 Trustee for Britt
Motorsports LLC do not have a right to jury trial under the
Seventh Amendment of the U.S. Constitution because they have
submitted themselves to the equity jurisdiction of the bankruptcy
court.

James B. Angell, the chapter 7 trustee, filed the adversary
proceeding against the defendants, Kamal Ali Mansour and Donna
Mansour Norris, seeking to avoid and recover alleged preferential
and fraudulent transfers under 11 U.S.C. Sections 544, 547, 548,
550 and 551, and under the North Carolina Uniform Fraudulent
Transfer Act, N.C. Gen. Stat. Sec. 39-23.1.

The defendants assert that they are entitled to setoff and/or
recoupment and entitled to credit.  According to Judge
Humrickhouse, by doing so, the defendants have essentially
asserted an informal claim against the bankruptcy estate's right
to recover from the defendants.

"The court must determine whether to allow the setoff claim, which
invokes the claims allowance process and may ultimately diminish
the estate. It certainly impacts the administration of the
bankruptcy estate. The court concludes that the defendants are not
entitled to a jury trial because of their affirmative defenses of
setoff and recoupment, and their claimed entitlement to credits,
which operate to subject defendants to the equitable jurisdiction
of this court," the judge said.

The case is, JAMES B. ANGELL, CHAPTER 7 TRUSTEE FOR BRITT
MOTORSPORTS, LLC, Plaintiff, v. KAMAL ALI MANSOUR, DONNA MANSOUR
NORRIS and DAVID SCOTT BRITT, Defendants, Adv. Proc. No. 14-00041-
8-SWH-AP (Bankr. E.D.N.C.).  A copy of the Court's October 22,
2014 Order is available at http://is.gd/2imOlFfrom Leagle.com.

Britt Motorsports, LLC filed a voluntary Chapter 11 petition
(Bankr. E.D.N.C. Case No. 11-07688) on October 7, 2011.  Judge J.
Rich Leonard was assigned to the case.  Trawick H Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A., serves as the Debtor's counsel.
In its petition, the Debtor scheduled $5,050,947 in assetse and
$8,278,338 in liabilities.  The petition was signed by D. Scott
Britt, manager/member.  The case was subsequently converted to one
under chapter 7 on February 13, 2014.


BUILDERS FIRSTSOURCE: Reports $8.5 Million Net Income in Q3
-----------------------------------------------------------
Builders FirstSource, Inc., reported net income of $8.50 million
on $434.90 million of sales for the three months ended Sept. 30,
2014, compared to net income of $12.79 million on $402.93 million
of sales for the same  period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported net
income of $15.72 million on $1.20 billion of sales compared to a
net loss of $47.22 million on $1.12 billion of sales for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2014, showed $609.34
million in total assets, $574.10 million in total liabilities and
$35.23 million in total stockholders' equity.

Floyd Sherman, Builders FirstSource CEO commented on the company's
results, stating, "We ended the third quarter of 2014 with sales
of approximately $435 million, and on a same-store-basis increased
our sales by 5.3 percent compared to the third quarter of 2013.
Our sales volume, excluding the impact of recent acquisitions,
grew 6.6 percent before a 1.3 percent negative impact of commodity
price deflation on sales.  For the current quarter, the U.S.
Census Bureau reported actual single-family housing starts in the
South Region, which encompasses all of our markets, increased 10.5
percent compared to the third quarter of 2013.  On a September
year-to-date basis, actual single-family starts increased 4.0
percent in the South Region compared to 2013, while our sales
volume grew 9.9 percent before a 3.1 percent negative impact of
commodity price deflation on our sales."

Commenting on the current quarter results, Chad Crow, Builders
FirstSource senior vice president and chief financial officer
added, "We continue to grow our business with a focus on improving
gross margins and are pleased with the 90 basis point improvement
we have achieved on a year-to-date basis.  Our selling, general
and administrative expenses ("SG&A") increased $7.5 million over
the third quarter of 2013, excluding the impact of recent
acquisitions.  Approximately half of this increase was due to
higher sales volume and costs associated with our recent
acquisitions.  The remaining increase related to expenses incurred
in anticipation of stronger housing starts this year in areas such
as delivery capacity and incremental personnel, combined with
increases in group health and non-cash stock compensation expense
during the current quarter."

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

                        http://is.gd/9SM9tF

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in nine states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders Firstsource reported a net loss of $42.69 million on
$1.48 billion of sales for the year ended Dec. 31, 2013, as
compared with a net loss of $56.85 million on $1.07 billion of
sales in 2012.  The Company incurred a $64.99 million net loss in
2011.

                           *     *     *

As reported by the TCR on May 15, 2013, Standard & Poor's Ratings
Services Inc. said it raised its corporate credit rating on
Dallas-based Builders FirstSource to 'B' from 'CCC'.  "The upgrade
acknowledges U.S.-based building materials manufacturer and
distributor Builders FirstSource Inc.'s 'strong' liquidity based
on the company's proposed recapitalization," said Standard &
Poor's credit analyst James Fielding.

In the May 13, 2014, edition of the TCR, Moody's Investors Service
upgraded Builders FirstSource, Inc.'s ("BLDR") Corporate Family
Rating to B3 from Caa1.  The upgrade reflects Moody's expectation
that BLDR's operating performance will continue to benefit from
improved housing construction, repair and remodeling.


CANCER GENETICS: Granted Patent for Cervical Cancer Test
--------------------------------------------------------
Cancer Genetics, Inc., has received a formal Notice of Allowance
from the United States Patent and Trademark Office for its genomic
probe set used to detect biomarkers indicative of HPV-associated
precancer and cancer of the cervix, anus, vulva, vagina, penis,
oropharynx, and pharynx.  US Patent 8,865,882 covers the four-
probe set used in CGI's proprietary FISH-based HPV-Associated
Cancer Test (FHACT(R)), which identifies genomic aberrations
associated with progression to cancer.  The patent issuance
underscores the uniqueness of CGI's FHACT(R) test, which is
currently available for clinical use in cervical cancer screening,
and benefits the product's positioning in the cervical cancer
diagnostics market.

"Having FHACT(R) receive patent protection reinforces our strategy
to provide disease-focused IP in cancer diagnostics.  We believe
that this is a critical element in building long-term value for
the company, and that it is a step towards more widespread
clinical adoption," said Panna Sharma, CEO of Cancer Genetics Inc.

While traditional Pap smears and high-risk HPV testing have
significantly reduced the number of cervical cancer deaths in the
US, there remains a critical need for better, more precise genomic
testing to identify those women truly at risk of cervical cancer.
Pap smears have a high false-negative rate, and high-risk HPV
testing cannot distinguish between higher-risk persistent
infections and those that will clear on their own without medical
intervention.  As a result, under the current screening protocols,
women who have abnormal Pap smear results and/or who test positive
for high-risk HPV are routinely sent for further testing via
colposcopy or cervical biopsy procedures, during which an
additional cervical specimen may be collected for analysis.

Of the more than 55 million Pap smears performed in the US each
year, nearly 3.5 million report abnormal results.  Of these 3.5
million, more than 2 million women are referred for colposcopy or
cervical biopsy.  Despite potential complications associated with
these procedures, only about 20 percent yield medically actionable
results - indicating that the majority of these more invasive
procedures may have been unnecessary.  Cancer Genetics believes
that their non-invasive FHACT(R) test, which is performed on the
same specimen collected during routine women's health exams (Pap
smear tests), will aid in the reduction of unnecessary
colposcopies and cervical biopsies, and help reduce both
complications and costs associated with overtreatment.

Cancer Genetics is engaged in a number of initiatives aimed at
improving women's health through global adoption of its FHACT(R)
test.  The FHACT(R) probe set recently received CE marking,
allowing it to be widely marketed in the European Economic Area,
where approximately 34,000 new cervical cancer cases are diagnosed
per year. The company has also expanded its marketing and sales
reach for the test in India, where more than 123,000 new cases of
cervical cancer are diagnosed each year. CGI is working to
validate FHACT(R) for clinical use in other HPV-associated
cancers, including oropharyngeal cancer, which is rapidly
increasing in incidence.  According to the National Cancer
Institute, "it has been estimated that, by 2020, HPV will cause
more oropharyngeal cancers than cervical cancers in the United
States."

                       About Cancer Genetics

Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage
diagnostics company focused on developing and commercializing
proprietary genomic tests and services to improve and personalize
the diagnosis, prognosis and response to treatment (theranosis) of
cancer.

Cancer Genetics reported a net loss of $12.37 million in 2013
following a net loss of $6.66 million in 2012.

As of June 30, 2014, the Company had $49.59 million in total
assets, $9.13 million in total liabilities and $40.46 million in
total stockholders' equity.


CHIQUITA BRANDS: Shareholders Reject Inversion Deal With Fyffes
---------------------------------------------------------------
Chelsey Dulaney, writing for The Wall Street Journal, reported
that Chiquita Brands International Inc. has dropped its planned
merger with Irish food company Fyffes PLC and will turn instead to
a coalition of Brazilian firms that has been trying to buy the
banana company since August.  According to the report, the switch
occurred after Chiquita shareholders rejected the Fyffes merger,
which would have created the world's largest banana seller.

As previously reported by The Troubled Company Reporter, citing
Daily Bankruptcy Review, Chiquita's board rejected a sweetened
takeover offer from Cutrale-Safra, saying the new bid isn't
adequate and isn't in the best interest of shareholders.  Cutrale-
Safra, a coalition of a Brazilian orange juice maker and an
investment firm, raised their takeover offer for Chiquita by about
8% in an effort to thwart the banana company's proposed tie-up
with Fyffes PLC.

The TCR reported that Chiquita agreed to enter into a
confidentiality agreement with the Cutrale-Safra coalition after
resisting the Brazilian companies' $611 million bid.  The
Brazilian companies' offer came after Chiquita and Fyffes agreed
to combine their company to achieve an additional $20 million in
annual cost savings by 2016.

                           *     *     *

The March 17, 2014 edition of The Troubled Company Reporter
reported that Standard & Poor's Ratings Services revised its
rating outlook on Chiquita Brands International Inc. to positive
from stable.  At the same time, S&P affirmed the 'B' corporate
credit rating, 'B' senior secured debt rating, and 'CCC+'
unsecured debt rating on the company.

The TCR, on Jan. 30, 2014, reported that Moody's Investors Service
changed the rating outlook for Chiquita Brands International Inc.
to stable from negative while affirming all ratings of the
company, including its B2 Corporate Family Rating (CFR) and B2-PD
Probability of Default Rating (PDR).  Moody's also affirmed the
company's SGL-3 liquidity rating. The change in the outlook to
stable reflects Moody's expectation for continued improvement in
Chiquita's credit metrics, which have recently benefitted from
margin improvement largely as a result of cost saving initiatives.

The Aug. 14, 2014, edition of the TCR reported that Moody's
Investors Service views the proposed non-binding all cash bid from
Cutrale Group and Safra Group to acquire Chiquita Brands
International, Inc. favorably but it does not impact Chiquita's B2
CFR or developing outlook.

The TCR, on Oct. 13, 2014, reported that S&P revised its rating
outlook on Chiquita to developing from positive.  At the same
time, S&P affirmed its 'B' corporate credit rating on the company.
In addition, S&P affirmed the 'B' rating on the company's senior
secured notes due 2021.  The recovery rating remains '3',
indicating S&P's expectation for meaningful (50% to 70%) recovery
in the event of a payment default.  S&P also affirmed its 'CCC+'
rating on the company's unsecured convertible senior notes due
2016.  The recovery rating remains '6', indicating S&P's
expectation for negligible (0% to 10%) recovery in the event of a
payment default.


CLOUDEEVA INC: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Cloudeeva Inc. filed its summary of schedules of assets and
liabilities in the U.S. Bankruptcy Court for the District of New
Jersey, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $4,989,375
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $194,883
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,052,156
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,281,871
                                 -----------      -----------
        TOTAL                     $4,989,375       $6,528,910

A full-text copy of the Debtor's schedules is available for free
at http://is.gd/ryGUza

                        About Cloudeeva, Inc.

Cloudeeva, Inc., a public company previously known as Systems
America, Inc., is a global cloud services and technology solutions
company specializing in cloud, big data and mobility solutions and
services.  The company provides information technology staffing
services to major clients and third party vendors in the United
States and India.  The company headquarters are in East Windsor,
New Jersey, with regional offices in California, Illinois and
international offices in India.

Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New
Jersey, on July 21, 2014.  The cases are assigned to Judge Kathryn
C. Ferguson.

Cloudeeva estimated assets of at least $10 million and debt of
less than $10 million.  The company said only $209,000 is owing to
its lender Prestige Capital Corp. and more than $5.2 million is
owed for trade vendor payables.

The Debtors originally tapped Lowenstein Sandler LLP as counsel.
However, they are now seeking the retention of Trenk, DiPasquale,
Della Fera & Sodono, P.C., to replace Lowenstein Sandler, who
retention was not formally approved by order of the Court.  The
Debtors have also tapped Cole, Schotz, Meisel, Forman & Leonard,
P.A. as appellate counsel.  Kurtzman Carson Consultants LLC serves
as claims and noticing agent.

                         *     *     *

On Aug. 22, 2014, Judge Ferguson entered an order dismissing the
Debtors' Chapter 11 cases at the behest of Bartronics Asia PTE
Ltd.  BAPL asserted that the cases were not filed in good faith.

The Debtors subsequently filed an appeal challenging the dismissal
of their cases.

Since then, District Judge Joel A. Pisano for the District of New
Jersey entered an order staying the Case Dismissal Order pending
further proceedings.  Simultaneously, Judge Pisano reinstated the
Debtors' bankruptcy cases and authorized the Debtors to be in
possession of their assets and the management of their business as
debtors-in-possession, subject to the continuing jurisdiction of
the Bankruptcy Court and any further orders of the Bankruptcy
Court or the District Court.

According to the docket, the Debtors' exclusive right to file a
plan expires on Nov. 18, 2014.


COUNTRY STONE: Files for Ch. 11 with Deal to Sell to Quikrete
-------------------------------------------------------------
Country Stone Holdings, Inc., sought bankruptcy protection with
plans to sell most of the assets to closely-held Quikrete
Holdings, Inc., for $23 million in cash plus the assumption of
liabilities, absent higher and better offers.

Quikrete is a closely-held corporation that is a major player in
the concrete, decorative stone, lawn, and garden market.

The Debtors expect that Quikrete's purchase price for the assets
will be insufficient to satisfy its prepetition debt.  As a
result, the Debtors anticipate that they will remit all such
proceeds directly to First Midwest Bank and other secured
creditors in partial satisfaction of the secured claims against
the Debtors.

The Debtors will accept other offers for the assets, albeit on an
expedited timeline:

    * Nov. 10, 2014 - Bidding Procedures Hearing
    * Dec. 15, 2014 - Submission Deadline for Qualified Bids
    * Dec. 17, 2014 - Auction (as defined below)
    * Dec. 18, 2014 - Proposed Sale Hearing

If the Debtors terminate the asset purchase agreement to close on
a bid submitted at the auction from a party other than Quikrete,
the Debtors must pay the proposed purchaser a $400,000 break-up
fee and expense reimbursement up to $100,000.

                         Capital Structure

Pursuant to a First Amended and Restated Loan Agreement dated as
of August 23, 2013, as amended, with First Midwest, as pre-
petition lender, the Debtors obtained loans and financial
accommodations to fund business operations.  As of Oct. 22, 2014,
the current outstanding amount owing under the loan agreement is
$38,177,950.  The loans are secured by a substantial portion of
the Debtors' assets and are guaranteed by non-debtors Bjustrom
Bjustrom and Country Stone & Soil, Inc.

In addition, debtor Country Stone & Soil of Minnesota, Inc. is a
party to a loan agreement pursuant to which it received loans and
other financial accommodations from Triumph Community Bank (f/k/a
The National Bank).

On or about August 1, 2014, the Debtors, First Midwest, Bjustrom
and Country Stone & Soil of Indiana, Inc. entered into a Second
Amendment and Forbearance Agreement with respect to Midwest loans.

First Midwest required the Forbearance Agreement because of
certain defaults that existed under the loan documents, including
that the loans were in a substantial over-advance position.  The
cause of the over-advance relates to the Debtors' inaccurate
reporting of its inventory value on its audited financial
statements. Indeed, for as many as 5 years, the Debtors had
inaccurately reported the value of their inventory.  That
inaccuracy was not revealed until approximately February 2014,
when the Debtors' own personnel identified the problem.

At no point did the Debtors' outside auditing firm, Honkamp
Krueger & Co., P.C., which had audited the Debtors' financial
statements for years, identify the problem.  Instead, Honkamp
issued opinions that the Debtors' financial statements were
accurate and fairly represented the Debtors' financial condition.
The Debtors assert that Honkamp, in the performance of its
auditing duties to the Debtors, failed to comply with generally
accepted auditing standards, which failure gave rise to the
Debtors need to commence the Chapter 11 cases. The Debtors intend
to pursue all rights and remedies against Honkamp available to
them.

Because of the over-advance and attendant defaults, First Midwest
and the Debtors agreed, through the Forbearance Agreement, that
the Debtors would hire certain professionals from Silverman
Consulting, namely Steven Nerger and Michael Compton, to serve as
CRO and Cash and Restructuring Manager.  Mr. Compton has led the
sale process, including interfacing with prospective purchasers,
marketing the assets, and negotiating sale documents and terms.

                         Marketing Efforts

The Debtors, with the assistance of their advisors, actively
marketed the company since late July 2014.  The Debtors contacted
500 potential strategic and financial counterparties, 19 executed
confidentiality agreements, and 4 submitted written indications of
interest to acquire some or all of the assets as a going concern.

Following extensive discussions, on Oct. 23, 2014, Quikrete
executed an Asset Purchase Agreement, pursuant to which, among
other things, Quikrete will purchase, subject to higher and better
bids and an order from the Court, substantially all of the
Debtors' assets.  The purchase price under the agreement consists
of an initial cash payment of approximately $23,000,000, subject
to an adjustment for inventory on hand at the close, plus the
assumption of certain liabilities, including certain cure costs
and other expenses.

                         First Day Motions

Aside from the sale motion and applications to employ advisors,
the Debtors on the Petition Date filed motions to, among other
things:

   -- pay prepetition sales and use taxes;
   -- honor prepetition insurance policies;
   -- provide adequate assurance of payment to utilities;
   -- extend the time to file their schedules and statements; and
   -- obtain postpetition financing.

                        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.  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.

First Midwest Bank, the prepetition secured lender, and proposed
post-petition secured lender, is represented by:

         DYKEMA GOSSETT PLLC
         10 S. Wacker Drive, Suite 2300
         Chicago, Illinois, 60606
         Attn: Gary P. Segal, Esq.
               Richard M. Bendix, Esq.
         E-mail: gsegal@dykema.com
                 rbendix@dykema.com

Quikrete Holdings, the stalking horse bidder, is represented by:

         SMITH, GAMBRELL & RUSSELL, LLP
         Suite 3100, Promenade
         1230 Peachtree Street, N.E.
         Atlanta, Georgia 30309
         Attn: Howard E. Turner, Esq.
               Brian Hall, Esq.
         E-mail: hturner@sgrlaw.com


COUNTRY STONE: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

       Debtor                                  Case No.
       ------                                  --------
       Country Stone Holdings, Inc.            14-81854
       8002 31st St. West
       Rock Island, IL 61201

       Country Stone And Soil of Wisconsin     14-81857

       Country Stone, Inc.                     14-81860

       Fort Wayne Landscape Supply, Inc.       14-81863

       Green Thumb of Indiana, LLC             14-81868

       Infinity Fertilizers, Inc.              14-81871

       Infinity Lawn and Garden, Inc.          14-81872

       Infinity Seed, Inc.                     14-81873

       Millburn Peat Company, Inc.             14-81874

       Quad City Express, Inc.                 14-81875

       R & D Concrete of Indiana, Inc.         14-81876

       R & D Concrete of Wisconsin, Inc.       14-81877

       R & D Concrete Products, Inc.           14-81878

       Rock Island Contractors, Inc.           14-81879

       Wilhelm Sand & Gravel, Inc.             14-81880

       Country Stone & Soil, Inc.              14-81881

       Country Stone And Soil of Minnesota     14-81882

Type of Business: The Debtors 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 for sale both to "big box"
                  retailers, as well as to smaller, independent
                  garden supply stores.

Chapter 11 Petition Date: October 23, 2014

Court: United States Bankruptcy Court
       Central District of Illinois (Peoria)

Judge: Hon. Thomas L. Perkins

Debtors' Counsel:   Paige E Barr, Esq.
                    KATTEN MUCHIN ROSENMAN LLP
                    525 West Monroe Street
                    Chicago, IL 60661
                    Tel: 312-902-5644
                    Email: paige.barr@kattenlaw.com

                      - and -

                    Paul Thomas Musser, Esq.
                    KATTEN MUCHIN ROSENMAN LLP
                    525 West Monroe Street
                    Chicago, IL 60661
                    Tel: 312-902-5644
                    Email: paul.musser@kattenlaw.com

                       - and -

                    Peter A Siddiqui, Esq.
                    KATTEN MUCHIN ROSENMAN LLP
                    525 W Monroe St
                    Chicago, IL 60661
                    Tel: 312-902-5455
                    Email: peter.siddiqui@kattenlaw.com

                      - and -

                    John P. Sieger, Esq.
                    KATTEN MUCHIN ROSENMAN LLP
                    525 West Monroe Street
                    Chicago, IL 60661
                    Tel: 312-902-5294
                    Fax: 312-902-1061
                    Email: john.sieger@kattenlaw.com

Debtors'            Steven Nerger
Chief               SILVERMAN CONSULTING
Restructuring       5750 Old Orchard Rd Ste 520
Officer:            Skokie IL 60077-1081
                    Tel: 847-470-0200
                    E-mail: snerger@silvermanconsulting.net

Debtors'            EPIQ BANKRUPTCY SOLUTIONS, LLC
Claims, Noticing
and Balloting
Agent:

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Steven A. Nerger, chief restructuring
officer.

List of Debtor's 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ----------------  ------------
Spring Valley                      Accounts Payable    $2,834,433
1891 Spring Valley Rd
Jackson, Wi 53037
Ralphl@springvalleyusa.com
Tel: 800-635-3123
Fax: 262-677-2961
Email: Ralphl@springvalleyusa.com

Yellowstone Plastics               Accounts Payable    $1,067,149
3725 W 65th South
Idaho Falls, ID 83402
Tel: 208-542-1200
Fax: 208-542-1300
HMende@yellowstonePlastics.com

Poly Pak America Inc.              Accounts Payable    $1,055,663
2939 East Washington Boulevard
Los Angeles, CA 90023-4277
Tel: 323-264-2400
Fax: 323-264-2407
Email: Mfreedman@polypak.com

Turf Care Supply Corp.             Accounts Payable      $967,466
50 Pearl Road, Ste 200
Brunswick, OH 44212
Tel: 877-220-1014
Email: JBailey@TCSUSA.com

Suwannee Lumber Company, Inc.     Accounts Payable       $880,456
HWY 19 & 351-A
Cross City, FL 32628
Tel: 352-498-3363
Email: Bump@gtcom.net

Olympic Forest Products           Accounts Payable       $709,664
2200 Carnegie Ave.
Cleveland, OH 44115
Tel: 261-421-2775
Email. D.Andrews@olyforest.com

Lambert Peat Moss, Inc.           Accounts Payable       $651,351
106, Lambert Road
Riviere-Ouelle, QC G0l 2C0
CA
Tel: 418-852-2885
Email: Gabriell@Lambertpeatmoss.com

SPR Packaging                     Accounts Payable       $650,746
1480 Justin Road
Rockwall, TX 75087
Tel: 469-252-1070
Fax: 469-252-1069
Email:MMckee@Sprpackaging.com

Command Transportation, LLC       Accounts Payable       $639,560
7500 Frontage Rd.
Skokie, IL 60077
Tel: 847-213-2320
Fax: 847-324-7471
Email: Ploeb@commandtransportation.com

Primary Packaging, Inc.           Accounts Payable       $599,262
10810 Industrial Pkwy NW
Bolivar, OH 44612
Tel: 330-874-3131
Fax: 330-874-3811
Email: Jhiltner@primarypackaging.com

Flex-Pac Inc.                     Accounts Payable       $529,830
7113 S Mayflower Park DR
Zionsville, IN 46077
Tel: 317-824-1736
Fax: 317-872-7872
Email: Schristianson@flexp.com

Amerimulch Dispersions, LLC      Accounts Payable        $463,679
2055 Enterprise Pkwy
Twinsburg, OH 44087
Tel: 888-556-3304
Email: Bryany@Amerimuch.com

Jacklin Seed By Simplot          Accounts Payable        $378,990
5300 W. Riverbend Avenue
Postfalls, ID 83854
Tel: 208-773-7581
Fax: 208-773-4846
Email: Steve.Truscott@Simplot.com

Business to Business Logistics   Accounts Payable        $364,891
161 S Lincolnway St. Suite 304
North Aurora, IL60542
Tel: 630-246-7471
Email: Idoyle@shipbtb.com

CH Robinson                      Accounts Payable        $354,764
14701 Charlson Road
Eden Prairie, MN 55347
Tel: 605-339-1353
Fax: 605-339-1033
Email: Paul.White@chrobinson.com

JB Hunt Transport, Inc.          Accounts Payable        $295,564
615 J B Hunt Corporation Drive
Lowell, AR 72745
Tel: 479--820-7399
Fax: 479-820-2680
Emai: Heath_Horn@JBHunt.com

Genco Transportation             Accounts Payable        $256,039
Management LLC
4695 Solutions Center
Chicago, IL 60677-4006
Tel: 888-450-0342
Fax: 847-775-0112
Brendan.Oconnor@Genco.com

Nutrite of Ferti Technologies    Accounts Payable        $247,211

Brentwood Dist., LLC dba PR      Accounts Payable        $238,677
Russell

Lebanon Seaboard Corporation     Accounts Payable        $231,663

Direct Solutions/NU-GRO Ltd      Accounts Payable        $221,101

Holcim                           Accounts Payable        $219,003

Trinity Packaging Corp.          Accounts Payable        $205,152

GRO-Well Brands                  Accounts Payable        $157,761

Total Quality Logistics, Inc.    Accounts Payable        $155,389

CAM Transport Inc.               Accounts Payable        $155,093

Kool Logistics                   Accounts Payable        $153,700

Tennant Truck Lintes             Accounts Payable        $152,134

Cornerstone Transportation L.C.  Accounts Payable        $151,285

Trans Motion                     Accounts Payable        $146,864


DIALOGIC INC: Novacap to Buy Outstanding Shares at $.15 Apiece
--------------------------------------------------------------
A tender offer statement on Schedule TO was filed with the U.S.
Securities and Exchange Commission relating to the offer by
Dialogic Merger Inc., an affiliate of Novacap TMT IV, L.P., a
limited partnership organized under the law of Quebec, to purchase
for cash all of the outstanding shares of common stock, par value
$0.001 per share, of Dialogic Inc., at a purchase price equal to
$0.15 per share.

The Offer is being made pursuant to the Agreement and Plan of
Merger, dated as of Oct. 10, 2014.  The Merger Agreement provides,
among other things, that following the consummation of the Offer,
the Purchaser will be merged with and into the Company, with the
Company continuing as the surviving corporation of the Merger as a
wholly-owned subsidiary of Dialogic Group Inc.

The Offer will expire at 11:59 PM (Eastern time) on Friday,
Nov. 21, 2014.

A copy of the Tender Offer Statement is available for free at:

                        http://is.gd/1eWK7K

                          About Dialogic

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

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

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


DIOCESE OF GALLUP: Gets Ex-Bankruptcy Judge to Mediate for Free
---------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the Diocese of Gallup, New Mexico, is heading
into mediation overseen by Randall J. Newsome, a former bankruptcy
judge who has agreed to serve without fee.  According to the
report, the diocese and the official creditors' committee,
representing victims of clergy sexual abuse, agreed on Judge
Newsome to conduct mediation on possibly concluding the Chapter 11
case in a manner consented to by the committee.

                  About the Diocese of Gallup, NM

The Diocese of Gallup, New Mexico, principally encompasses
American Indian reservations for seven tribes in northwestern New
Mexico and northeastern Arizona. It is the poorest diocese in the
U.S.

There are 38 active priests working in the Diocese and 27
permanent deacons also serve the Diocese along with five
seminarians.  The Diocese and its missions, schools and ministries
employ approximately 50 people, and a significant number of
additional people offer their services as volunteers.

The diocese sought bankruptcy protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.M. Case No. 13-bk-13676) on Nov. 12,
2013, in Albuquerque, New Mexico amid suits for sexual abuse
committed by priests.

The bishop previously said bankruptcy will be "the most merciful
and equitable way for the diocese to address its responsibility."

The abuse mostly occurred in the 1950s and early 1960s, the bishop
said.

The petition shows assets and debt both less than $1 million.

The Diocese of Gallup is the ninth Catholic diocese to seek
protection in Chapter 11 bankruptcy.


DTS8 COFFEE: Sells 930,000 Common Shares
----------------------------------------
DTS8 Coffee Company, Ltd., sold 930,000 shares of common stock at
a price of $0.15 per share in exchange for total proceeds of
$139,000, according to a regulatory filing with the U.S.
Securities and Exchange Commission.

No commissions or underwriting discounts were paid in connection
with the sale of the stock.

The Company plans to use the proceeds of the offering for working
capital purposes and to pay general operating expenses.

                         About DTS8 Coffee

DTS8 Coffee Company, Ltd. (previously Berkeley Coffee & Tea, Inc.)
was incorporated in the State of Nevada on March 27, 2009.
Effective Jan. 22, 2013, the Company changed its name from
Berkeley Coffee & Tea, Inc., to DTS8 Coffee Company, Ltd.  On
April 30, 2012, the Company acquired 100 percent of the issued and
outstanding capital stock of DTS8 Holdings Co., Ltd., a
corporation organized and existing since June 2008 under the laws
of Hong Kong and which owns DTS8 Coffee (Shanghai) Co., Ltd.

DTS8 Holdings, through its subsidiary DTS8 Coffee, is a gourmet
coffee roasting company established in June 2008.  DTS8 Coffee's
office and roasting factory is located in Shanghai, China.  DTS8
Coffee is in the business of roasting, marketing and selling
gourmet roasted coffee to its customers in Shanghai, and other
parts of China.  It sells gourmet roasted coffee under the "DTS8
Coffee" label through distribution channels that reach consumers
at restaurants, multi-location coffee shops, and offices.

DTS8 Coffee incurred a net loss of $2.31 million on $310,003 of
sales for the year ended April 30, 2014, as compared with a net
loss of $1.11 million on $253,790 of sales during the prior year.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification in its report on the Company's financial statements
for the year ended April 30, 2014, citing that the Company has
suffered recurring losses from operations, which raises
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at July 31, 2014, showed $3.37 million
in total assets, $972,440 in total liabilities, all current, and
$2.39 million in total stockholders' equity.

"At July 31, 2014, the Company had an accumulated deficit in
addition to limited cash, limited revenue and unprofitable
operations.  For the three months ended July 31, 2014, the Company
sustained net losses.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern for a reasonable period of time," the Company stated
in the Form 10-Q for the period ended July 31, 2014.


DUNE ENERGY: Terminates Acquisition Talks with PWP
--------------------------------------------------
Dune Energy, Inc., filed a second amendment to its tender offer
statement on Schedule TO originally filed by Eos Petro, Inc., and
Eos Merger Sub, Inc., a directly wholly owned subsidiary of Eos
("Purchaser") with the U.S. Securities and Exchange Commission on
Oct. 9, 2014, relating to the offer by Eos to purchase each of the
outstanding shares of common stock, par value $0.001 per share, of
Dune Energy, Inc., for $0.30 in cash, without interest and less
any required withholding taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase.

The second to last paragraph of Section 11 -"Background of the
Offer, Past Contacts or Negotiations with Dune" of the Offer to
Purchase, which was itself one of three paragraphs added to the
Offer to Purchase by the First Amendment, is hereby amended and
restated in its entirety as follows:

    "Dune and PWP were previously engaged in discussions with such
     potential strategic buyer and its advisors to determine
     whether the potential strategic buyer's acquisition proposal
     constituted, or could be revised to constitute, a Superior
     Proposal.  However, on October 22, 2014, Dune informed Eos
     that such potential strategic buyer had determined not to
     proceed with an acquisition proposal for Dune.  As a result,
     discussions between Dune, such potential strategic buyer and
     their respective advisors regarding a possible Superior
     Proposal have ceased."

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

Dune Energy reported a net loss of $46.98 million in 2013, a net
loss of $7.85 million in 2012 and a net loss of $60.41 million in
2011.

As of June 30, 2014, the Company had $231.47 million in total
assets, $143.03 million in total liabilities and $88.43 million in
total stockholders' equity.

                           Going Concern

"We monitor our financial progress very carefully and attempt to
adjust our available projects in order to meet all of the
covenants of the Credit Agreement.  Notwithstanding these efforts,
our future revolver availability is also driven by the amount of
Notes outstanding, as they are part of the EBITDAX covenant
calculation used to determine our borrowing limit under the
revolver.  As a result of the PIK feature contained in the Notes,
the amount outstanding has increased over time and, therefore,
continues to put pressure on the EBITDAX covenant and limit
borrowing availability.  As we are no longer in compliance with
the financial covenant of the Credit Agreement, additional
borrowings may not permitted, and the outstanding revolver loans
may become due and payable upon notice to us by the Bank of
Montreal.  Absent relief from the Credit Agreement Lenders, the
restructuring of a material portion of the Notes or the emergence
of a new lender, our ability to meet our obligations in due course
is threatened.  Management is currently in discussions with all
parties and seeking new credit providers or other strategic
alternatives in an effort to resolve this liquidity stalemate.

"These and other factors raise substantial doubt about our ability
to continue as a going concern for the next twelve months," the
Company stated in the Form 10-Q Report for the period ended
June 30, 2014.


DYNAMIC DRYWALL: Building Construction Denied Stay Relief
---------------------------------------------------------
U.S. Bankruptcy Judge Robert E. Nugent denied the request of
Building Construction Enterprises and Hartford Fire Insurance
Company for relief from the automatic stay so they can continue a
prepetition contract dispute in Johnson County, Kansas District
Court against debtor Dynamic Drywall Inc.  Judge Nugent said the
joint motion of BCE and Hartford is denied, except as previously
granted to allow the parties to respectively prosecute and defend
an appeal from the fee award in the state court case.

A copy of Judge Nugent's Oct. 22, 2014 Order is available at
http://is.gd/m4biV9from Leagle.com.

Dynamic Drywall Inc., based in Wichita, Kansas, filed for Chapter
11 bankruptcy (Bankr. D. Kan. Case No. 14-11131) on May 21, 2014.
Judge Robert E. Nugent presides over the case.  Mark J. Lazzo,
P.A., serves as the Debtor's counsel.  In its petition, Dynamic
Drywall estimated $1 million to $10 million in assets and $0 to
$50,000 in liabilities.  The petition was signed by Randall G.
Salyer, president.


ELECTRONIC SENSOR: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Electronic Sensor Technology, Inc.
        1125-B Business Center Circle
        Newbury Park, CA 91320

Case No.: 14-12347

Chapter 11 Petition Date: October 23, 2014

Court: United States Bankruptcy Court
       Central District Of California (Santa Barbara)

Judge: Hon. Peter Carroll

Debtor's Counsel: David S Kupetz, Esq.
                  SULMEYER KUPETZ
                  333 S Hope St 35th Fl
                  Los Angeles, CA 90071
                  Tel: 213-626-2311
                  Email: dkupetz@sulmeyerlaw.com

Total Assets: $366,530

Total Liabilities: $7.94 million

The petition was signed by William B. Wittmeyer, chief executive
officer and chairman of the Board.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-12347.pdf


ELITE PHARMACEUTICALS: Hires Dr. Kenneth Smith VP of Legal
----------------------------------------------------------
Elite Pharmaceuticals, Inc., hired Dr. G. Kenneth Smith as its
vice president of Legal.  The position of vice president of Legal
duties includes providing senior management with effective advice
on legal strategies and negotiating critical business contracts.
The Vice President of Legal reports to and receives direction from
the CEO and will perform such functions and duties as are required
by the Company's CEO.

The company also appointed Dr. Jason LePree as vice president of
Scientific Affairs and Dr. Sophy Abraham as Head of Regulatory
Affairs.

Dr. Smith previously held the positions of chief intellectual
property counsel for Alpharma, Inc., and before that Head of North
American Intellectual Property for Sanofi Aventis.  In both
positions, Dr. Smith had global responsibility for all
intellectual property issues related to multiple business units
involved with various technologies including branded products,
animal health products, active pharmaceutical ingredients, generic
drugs, and vaccines.  Dr. Smith also brings extensive background
and knowledge in the area of abuse deterrent intellectual
property.  Dr. Smith has a Ph.D. in Biochemistry from University
of Houston, an M.B.A from Lehigh University, and a J.D. from the
University of Houston.

Dr. LePree joins Elite with a wealth of experience in formulations
and analytical research and development having most recently
served as the Principal Scientist, Formulations Research and
Development for Capsugel.  Dr. LePree also held previous positions
in research and development with Abon Pharmaceuticals, Penwest
Pharmaceuticals, Novartis, and Hoffman-LaRoche.  Dr. LePree has a
B.S. in Pharmacy from Rutgers University and a Ph.D. in Pharmacy
from the University of Wisconsin.  He is also an Adjunct Professor
of Pharmacy at Long Island University.

Dr. Abraham brings to Elite extensive regulatory and analytical
experience having worked for over 20 years at Teva
Pharmaceuticals.  Her most recent position at Teva was Senior
Regulatory Associate.  Dr. Abraham has B.S. in Zoology, Botany,
and Chemistry from the University of Kerala, India and a Ph.D. in
Zoology from the University of Baroda, India.

"We are pleased to welcome Ken, Jason and Sophy to the Elite team
and I'm thrilled with the caliber of expertise that these
individuals bring to Elite," said Nasrat Hakim, Elite's president
and chief executive officer.  "These additions greatly strengthen
our management team in key areas and enhance our internal
expertise in product development, regulatory compliance and
intellectual property to support the development of our opioid
abuse deterrent products."

                     About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite Pharmaceuticals disclosed a net loss attributable to common
shareholders of $96.57 million on $4.60 million of total revenues
for the year ended March 31, 2014, as compared with net income
attributable to common shareholders of $1.48 million on $3.40
million of total revenues for the year ended March 31, 2013.

The Company's balance sheet at June 30, 2014, showed $23.96
million in total assets, $108.41 million in total liabilities and
a $84.44 million total stockholders' deficit.


ELVIN CORPORATION: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Elvin Corporation.
        151 Mary Ester Blvd., Ste. 301
        Mary Esther, FL 32569

Case No.: 14-31153

Chapter 11 Petition Date: October 21, 2014

Court: United States Bankruptcy Court
       Northern District of Florida (Pensacola)

Judge: Hon. William S. Shulman

Debtor's Counsel: Thomas B. Woodward, Esq.
                  THOMAS B. WOODWARD, ATTY.
                  P.O. Box 10058
                  Tallahassee, FL 32302
                  Tel: 850-222-4818
                  Fax: 850-561-3456
                  Email: woodylaw@embarqmail.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Thomas J. Risalvato, receiver.

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


ERF WIRELESS: Sold 3.5 Million Common Shares
--------------------------------------------
From Oct. 18, 2014, through Oct. 24, 2014, ERF Wireless, Inc.,
issued 3,584,500 common stock shares pursuant to existing
Convertible Promissory Notes, according to a regulatory filing
with the U.S. Securities and Exchange Commission.

The Company receives no additional compensation at the time of the
conversions beyond that previously received at the time the
Convertible Promissory Notes were originally issued.  The Shares
were issued at an average of $0.0124 per share.  The issuance of
the Shares constitutes 16.9% of the Company's issued and
outstanding shares based on 21,203,438 shares issued and
outstanding as of Oct. 17, 2014.

                        About ERF Wireless

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

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

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


EXIDE TECHNOLOGIES: Creditors Say Loan Terms Too Restrictive
------------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that the Official Committee of Unsecured Creditors appointed in
Exide Technologies' Chapter 11 case asked the bankruptcy court not
to approve the eighth amendment to the battery maker's bankruptcy
loan, saying that lenders are taking advantage of the company's
need to extend the maturity date of its bankruptcy financing to
force a quick sale that benefits only the lenders.

As previously reported by The Troubled Company Reporter, Exide has
obtained amendments to its bankruptcy loan, which amendment
extends the maturity date under the DIP facilities to March 31,
2015.  The Amendment also provides that, effective Oct. 9, 2014,
the commitments under the DIP revolving facility will be reduced
to $200 million from $225 million.  Future borrowings under the
DIP revolving facility shall be subject to unrestricted cash not
exceeding $50 million.

The Amendment further provides that by no later than Nov. 17,
2014, either a purchase agreement will have been executed by the
parties to the DIP loan or the company's Board of Directors will
have approved a sale process.  The Amendment requires Exide to
have obtained an order confirming its bankruptcy plan or order
approving the sale of its assets by no later than March 10, 2015.

                    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.


FORMER PAYROLL: Court Ousts Management, Appoints Ch.11 Trustee
--------------------------------------------------------------
U.S. Bankruptcy Judge R. Kimball Mosier directs the appointment of
a Chapter 11 trustee in the bankruptcy case of Former Payroll
Company, Inc. f/k/a PayPro, Inc.  The appointment was requested by
the official committee of unsecured creditors.  The U.S. Trustee
also filed a separate motion for appointment of a Trustee or, in
the alternative, a case examiner.

No party-in-interest filed an objection to the Motions.  The
Debtor, the Committee and the U.S. Trustee have entered into a
Stipulation resolving the issues raised in the Motions.

A copy of the Court's Oct. 22 Findings and Conclusions Regarding
Appointment of a Chapter 11 Trustee is available at
http://is.gd/ohuJOrfrom Leagle.com.

Former Payroll Company, Inc., fka PayPro, Inc., based in Salt Lake
City, Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case
No. 14-28633) on Aug. 18, 2014.  Judge Kimball Mosier oversees the
case.  The Law Office of Paul James Toscano, P.C., serves as the
Debtotr's counsel.   PayPro estimated $1 million to $10 million in
assets, and $500,000 to $1 million in liabilities.  The petition
was signed by Barbara Iwaniec, corporate secretary.

The Official Committee of Unsecured Creditors is represented by:

     Matthew M. Boley, Esq.
     Steven C. Strong, Esq.
     Adam H. Reiser, Esq.
     PARSONS KINGHORN HARRIS, P.C.
     111 East Broadway, 11th Floor
     Salt Lake City, Utah 84111
     Tel: (801) 363-4300
     Fax: (801) 363-4378
     E-mail: mmb@pkhlawyers.com
             scs@pkhlawyers.com


FREESEAS INC: Registers 17.5 Million Shares for Resale
------------------------------------------------------
Freeseas Inc. filed a Form F-1 registration statement with the
U.S. Securities and Exchange Commission relating to the resale of
up to 17,500,000 shares of the Company's common stock, $0.001 par
value, by Crede CG III, Ltd.  These shares of Common Stock are
issuable upon exercise or exchange of the Series A Warrants and
Series B Warrants.

The selling stockholder may sell shares of Common Stock from time
to time in the principal market on which the Company's Common
Stock is quoted at the prevailing market price or in negotiated
transactions.  The Company is not selling any securities under
this prospectus and will not receive any of the proceeds from the
sale of Common Stock by the selling stockholder except for funds
received from the exercise of the warrants held by the selling
stockholder, if and when exercised for cash.  The Company will pay
the expenses of registering these shares of Common Stock,
including legal and accounting fees.

The Company's common stock is currently quoted on The NASDAQ
Capital Market under the symbol "FREE."  On Oct. 21, 2014, the
closing price of the Company's common stock was $0.23 per share.

A copy of the Form F-1 prospectus is available for free at:

                         http://is.gd/YZPLrZ

                          About FreeSeas Inc.

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

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

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

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2013.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet scheduled
payment obligations under its loan facilities and has not complied
with certain covenants included in its loan agreements.
Furthermore, the vast majority of the Company's assets are
considered to be highly illiquid and if the Company were forced to
liquidate, the amount realized by the Company could be
substantially lower that the carrying value of these assets.
These conditions among others raise substantial doubt about the
Company's ability to continue as a going concern.


GFI GROUP: Moody's Continues to Review B1 Rating for Upgrade
------------------------------------------------------------
Moody's placed GFI Group Inc.'s (GFI; B1, review for upgrade)
ratings on review for upgrade on July 30, 2014 following the
announcement that CME Group Inc. (CME; Aa3, stable) has agreed to
acquire the company. However, on October 22, 2014, BCG Partners
(BCG; unrated) announced a competing fully-financed tender offer
to acquire all of the outstanding common shares of GFI it does not
currently own (BGC owns 13.5%) for $5.25 per share in cash, around
$675 million.

Ratings Rationale

The continuation of the review for upgrade reflects Moody's view
that should the CME transaction be consummated, this would be
positive for GFI's bond holders because they would become
creditors of higher-rated CME, and should the BGC transaction be
consummated, this would be unlikely to be detrimental to GFI's
current credit standing as reflected in its B1 ratings. Moody's
will consider the final structure of the winning acquisition bid
and terms of any debt assumption in concluding its review when the
transaction closes.

Moody's noted, however, that GFI's financial performance has been
weak, and downward rating pressure may develop if either
transaction fails to close particularly if the company experiences
significant customer attrition resulting in deteriorating
financial performance during the transaction review period.

What Could Change the Rating -- UP

A combination of the following factors could put upward pressure
on the rating:

-- Acquisition and assumption of debt by a firm with a stronger
    credit profile

-- Improvement in profitability

-- Lower debt leverage and improved coverage ratios

What Could Change the Rating -- DOWN

A combination of the following factors could put downward pressure
on the rating:

-- Failure of transaction closing resulting in customer
    attrition or deteriorating financial performance

-- Further deterioration of financial performance

-- Aggressive financial policy

GFI is the fifth-largest IDB globally with operations in the
Americas, EMEA, and Asia Pacific, with a primary focus on various
FICC and some equity products. Its subsidiaries provide brokerage,
clearing, technology, and market data services to institutional
clients.

The principal methodology used in this rating/analysis was Global
Securities Industry Methodology published in May 2013.


GOOD SHEPHERD: Moody's Puts 'Ba3' Debt Rating for Downgrade
-----------------------------------------------------------
Moody's Investors Service has placed the Ba3 rating of Good
Shepherd Medical Center (GSMC), TX on review for downgrade,
affecting $94 million in rated debt.

Summary Rating Rationale

The Ba3 rating is being placed under review following a delay in
completing the sale of assets, which is required under bank
forbearance agreements. The failure to meet an October 15, 2014
deadline resulted in revised forbearance agreements that require
the system to provide $21 million of collateral and grant a lien
on a wellness center to the banks by November 14, 2014. The
collateral and lien will be released upon execution of interim
financing to eliminate bank debt, expected by December 31, 2014.

There are several events or developments that will inform future
rating actions:

-- Report by consultant, validating management turnaround plans

-- Multi-year commitment to provide take-out interim financing
    of current bank debt prior to the December 31, 2014
    expiration of forbearance agreements

-- Take-out financing terms and covenants economical to the
    system

-- Definitive progress on monetizing assets by December 31, 2014

A rating downgrade, including the possibility of a multi-notch
downgrade, could occur if the consultant report fails to validate
turnaround plans, there are further delays in or greater
uncertainty regarding monetizing assets, the system is unable to
execute take-out financing on economic terms before the
forbearance period expiration, the system fails to meet the
covenants in the revised forbearance agreement, or there is any
contraction in unrestricted liquidity beyond expected collateral
funding to banks.

The health system is making progress on a detailed performance
improvement plan to reduce expenses and enhance revenue as well as
recruit physicians to regain lost volumes. The current Ba3 rating
is also supported by the system's minimal liquidity needs, which
is important during the next several months when liquidity will be
temporarily constrained by the restricted collateral accounts. The
system terminated all swaps, has a defined contribution pension
plan and has limited capital spending as required under the
forbearance agreements.


GRAPHIC PACKAGING: Moody's Rates New $250MM Unsecured Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Graphic
Packaging International Inc.'s proposed $250 million senior
unsecured notes due 2022. Moody's expect that the proceeds of the
offering will be used to refinance all $250.0 million aggregate
principal amount of 7.875% senior notes due 2018, at which point
the ratings on the 2018 notes will be withdrawn.

Moody's also assigned a Ba1 rating to Graphic's amended credit
facilities, including $1.0 billion amortizing term loan facility,
a $1.25 billion revolving credit facility, a EUR138 million
European revolving credit facility and a Yen2.5 billion Japanese
revolving credit facility, all of which will mature October 1,
2019, and replace the company's old facilities which were set to
mature on September 13, 2018 and included $1.3 billion in term
loans, $1 billion revolver, and foreign revolvers of EUR138
million and Yen2.5 billion. The ratings on the old facilities have
been withdrawn.

The company's existing ratings remain unchanged, including Ba2
corporate family rating (CFR), and probability of default rating
of Ba2-PD. The transaction is expected to be leverage neutral. The
rating outlook is stable.

Assignments:

Issuer: Graphic Packaging International Inc.

Senior Secured Bank Credit Facility (Local Currency) Oct 1,
2019, Assigned Ba1, LGD3

Senior Secured Bank Credit Facility (Foreign Currency) Oct 1,
2019, Assigned Ba1, LGD3

Senior Unsecured Regular Bond/Debenture (Local Currency),
Assigned Ba3, LGD5

Ratings Rationale

Graphic Packaging's Ba2 corporate family rating reflects the
company's modest product and geographic diversification, coupled
with strong market presence in a consolidated industry, stable end
markets (food and beverage), and continued steady operating
performance. The ratings incorporate Moody's expectation of
continued reduction in leverage. The ratings are supported by the
company's relatively low cost vertically integrated asset base but
constrained by the company's exposure to volatile fiber and energy
costs and the expectation of continued acquisitions.

The stable outlook reflects Moody's expectation that the company
will continue to generate strong financial and operating results,
and will not undertake meaningful debt financed acquisitions or
significant shareholder return activities in the near future.
Moody's also expect the company will benefit from continued debt
reduction, improved productivity and growing geographic
diversification through the integration of its recently acquired
European operations.

Moody's could upgrade the ratings if Graphic Packaging is able to
maintain a good liquidity position and sustain normalized (RCF-
Capex)/Debt towards 12% and Debt/EBITDA approaching 3.0x
(including Moody's standard adjustments).

The ratings could be downgraded should the company face
significant price and volume decline, material deterioration in
liquidity arrangements, (RCF-Capex)/Debt of around 5%, or if
Debt/EBITDA remain above 4.0x on a sustained basis.

Graphic Packaging International, Inc. is a leading provider of
paperboard packaging solutions. The company manufactures and
supplies folding cartons and multi-pack beverage carriers, coated
unbleached kraft paperboard, coated recycled board, and machinery-
based packaging systems for the food and beverage industry. The
company is also a leading supplier of flexible packaging,
including multi-wall bags. For the full year 2013, Graphic
Packaging generated approximately $4.5 billion in revenue.

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


GRAPHIC PACKAGING: S&P Assigns 'BB+' Rating on $250MM Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
issue-level rating to Atlanta-based Graphic Packaging
International Inc.'s proposed $250 million senior notes due 2022.
The recovery rating is '3', reflecting S&P's expectation that
lenders can expect to achieve meaningful (50% to 70%) recovery in
the event of a payment default.

The company will use the net proceeds of the new notes, together
with cash on hand and/or additional borrowings, to redeem its $250
million 7.875% senior notes due 2018.

"Our 'BB+' corporate credit rating and positive outlook on Graphic
Packaging reflect our view that the company will continue to
generate good free cash flow, resulting in strengthening cash flow
and leverage measures in 2014-2016.  We expect that this could
increase the company's financial flexibility to pursue growth
initiatives and modest shareholder rewards concurrent with net
leverage sustained below 3x, consistent with our intermediate
financial risk profile.  Our ratings also incorporate our
assessment of the company's "satisfactory" business risk profile,
reflecting Graphic Packaging's position as the largest North
American producer of folding cartons, its value-added product mix,
and long-term customer relationships," S&P said.

Ratings List

Graphic Packaging International Inc.
Corporate Credit Rating                        BB+/Positive/--

New Rating

Graphic Packaging International Inc.
$250 mil sr notes due 2022                     BB+
  Recovery Rating                               3


GREEN MOUNTAIN: Nov. 17 Hearing on Further Use of Cash Collateral
-----------------------------------------------------------------
U.S. Bankruptcy Judge Barbara Ellis-Monro authorized, in a third
interim order, Green Mountain Management, LLC, et al.'s use of
cash collateral.

The Court, according to the Debtors' case docket, will convene a
hearing on Nov. 17, 2014, at 10:00 a.m., to consider the Debtors'
further use of cash collateral.

Previously, the Court authorized the interim access of the cash
collateral until Oct. 15.

As reported in the Troubled Company Reporter on Aug. 19, 2014,
Sherri Toub, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reported that the Debtors were
funded by $17 million in bonds issued by the Solid Waste Disposal
Authority of the city of Adamsville, Alabama.

                       About Green Mountain

Green Mountain Management, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ga. Case No. 14-64287) on July 25, 2014.
The petition was signed by Daniel B. Cowart, sole member of
Georgia Flattop Partners, LLC, and chairman of Green Mountain
Management, LLC.

According to the docket, the Debtor's Chapter 11 plan and
disclosure statement are due Nov. 24, 2014.

The Debtor estimated $10 million to $50 million in assets and
debt.  Georgia Flattop Partners, LLC is the managing member and
holders of 93% of the stock.

The case is assigned to Judge Barbara Ellis-Monro.

The Debtor is represented by Sage M. Sigler, Esq., at Alston &
Bird, LLP, in Atlanta.


GT ADVANCED: Bankruptcy Pros Disclose Client Ties to Apple
----------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
some of the army of bankruptcy advisers guiding GT Advanced
Technologies Inc. through bankruptcy by way of a fast settlement
with Apple Inc. have counted Apple as a client, or still do, and
those connections call for a close look, legal expert say.

GTAT partners with Apple on sapphire screens used in most iPhones.
The Company sought bankruptcy protection less than a month after
Apple indicated it wasn't using sapphire screens on its latest
iPhones.

                About GT Advanced Technologies

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

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

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

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


GT ADVANCED: Selects Nixon Peabody LLP as Counsel
-------------------------------------------------
GT Advanced Technologies Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of New Hampshire for
authority to employ Nixon Peabody LLP as their counsel.

A hearing is set for Oct. 30, 2014 at 10:00 a.m. (E.T.) in
Courtroom 2, 1000 Elm Street, 11th Floor in Manchester, New
Hampshire.  Objections, if any, were due Oct. 23, 2014.

The firm will:

   a) advise the Debtors of its rights, powers, and duties as
      debtors and debtors in possession while operating and
      managing its businesses and properties under chapter 11 of
      the Bankruptcy Code;

   b) prepare on behalf of the Debtors all necessary and
      appropriate applications, motions, proposed orders, other
      pleadings, notices, schedules, and other documents, and
      reviewing financial and other reports to be filed in these
      chapter 11 cases;

   c) advise the Debtors concerning, and preparing responses to,
      applications, motions, other pleadings, notices, and other
      papers that may be filed by other parties in these
      bankruptcy cases;

   d) advise the Debtors with respect to, and assisting in the
      negotiation and documentation of, financing agreements and
      related transactions;

   e) review the nature and validity of any liens asserted against
      the Debtors' property and advising the Debtors concerning
      the enforceability of such liens;

   f) advise the Debtors regarding its ability to initiate actions
      to collect and recover property for the benefit of its
      estates;

   g) advise and assist the Debtors in connection with any
      potential asset sales and property dispositions;

   h) advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments, and rejections as
      well as lease restructurings and recharacterizations;

   i) advise the Debtors in connection with the formulation,
      negotiation, and promulgation of a plan or plans of
      reorganization, and related transactional documents;

   j) assist the Debtors in reviewing, estimating, and resolving
      claims asserted against the Debtors' estates;

   k) commence and conduct litigation necessary and appropriate to
      assert rights held by the Debtors, protect assets of the
      Debtors' chapter 11 estates, or otherwise further the goal
      of completing the Debtors' successful reorganization; and

   l) provide non-bankruptcy services for the Debtors to the
      extent requested by the Debtors.

   m) provide advice with respect to all of the foregoing in light
      of applicable local rules and laws.

These professionals presently are expected to have primary
responsibility for providing services to the Debtors

      Professionals                Position       Hourly Rates
      -------------                --------       ------------
      Daniel W. Sklar, Esq.        Partner        $775
      Richard Pedone, Esq.         Partner        $795
      Holly Barcroft, Esq.         Associate      $375
      Morgan Nighan, Esq.          Associate      $305

      Position                     Hourly Rates
      --------                     ------------
      Attorneys                    $305-$795
      Paralegals                   $195-$225

The Debtors note, on Sept. 26, 2014, the firm received $15,000 as
a retainer on Sept. 26, 2014; $15,453.00 to fund petition filing
fees on Oct. 2, 2014.  On Oct. 3, 2014, the firm received and is
now holding a $100,000, the Debtors add.

Richard C. Pedone, Esq., attorney at the firm, assures the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

The Debtors say the firm has filed fee applications in compliance
with the Appendix A Guidelines adopted by the EOUST in 1996.  The
EOUST recently adopted the Appendix B Guidelines. By their terms,
the Appendix B Guidelines "apply to the USTP's review of
applications for compensation filed by attorneys in larger
chapter 11 cases."

The Debtors and the firm intend to make a reasonable effort to
comply with the U.S. Trustee's requests for information and
additional disclosures set forth in the Appendix B Guidelines,
both in connection with this Application and the interim and final
fee applications to be filed in the course of the firm's
engagement.  It is the Debtors' and the firm's intention to work
cooperatively with the U.S. Trustee to address the concerns that
prompted the EOUST to adopt the Appendix B Guidelines; however, in
doing so, the Debtors and the firm reserve all rights as to the
relevance and substantive legal effect of the Appendix B
Guidelines in connection with any application for employment or
compensation in these cases.

The firm can be reached at:

   Daniel W. Sklar, Esq.
   Richard Pedone, Esq.
   Holly Barcroft, Esq.
   Morgan Nighan, Esq.
   NIXON PEABODY LLP
   437 Madison Avenue
   New York, NY 10022-7039
   Tel: 212-940-3000
   Fax: 212-940-3111
   Email: dsklar@nixonpeabody.com
          rpedone@nixonpeabody.com
          mnighan@nixonpeabody.com
          hbarcroft@nixonpeabody.com

                About GT Advanced Technologies

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

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

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

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


GT ADVANCED: Wants to Hire Paul Hastings as Counsel
---------------------------------------------------
GT Advanced Technologies Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of New Hampshire for
authority to employ Paul Hastings LLP as their counsel.

A hearing is set for Oct. 30, 2014 at 10:00 a.m. (E.T.) in
Courtroom 2, 1000 Elm Street, 11th Floor in Manchester, New
Hampshire.  Objections, if any, are due Oct. 23, 2014 at 4:00
p.m. (E.T.).

The firm will:

   a) advise the Debtors of its rights, powers, and duties as
      debtors and debtors in possession while operating and
      managing its businesses and properties under chapter 11 of
      the Bankruptcy Code;

   b) prepare on behalf of the Debtors all necessary and
      appropriate applications, motions, proposed orders, other
      pleadings, notices, schedules, and other documents, and
      reviewing financial and other reports to be filed in these
      chapter 11 cases;

   c) advise the Debtors concerning, and preparing responses to,
      applications, motions, other pleadings, notices, and other
      papers that may be filed by other parties in these
      bankruptcy cases;

   d) advise the Debtors with respect to, and assisting in the
      negotiation and documentation of, financing agreements and
      related transactions;

   e) review the nature and validity of any liens asserted against
      the Debtors' property and advising the Debtors concerning
      the enforceability of such liens;

   f) advise the Debtors regarding its ability to initiate actions
      to collect and recover property for the benefit of its
      estates;

   g) advise and assist the Debtors in connection with any
      potential asset sales and property dispositions;

   h) advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments, and rejections as
      well as lease restructurings and recharacterizations;

   i) advise the Debtors in connection with the formulation,
      negotiation, and promulgation of a plan or plans of
      reorganization, and related transactional documents;

   j) assist the Debtors in reviewing, estimating, and resolving
      claims asserted against the Debtors' estates;

   k) commence and conduct litigation necessary and appropriate to
      assert rights held by the Debtors, protect assets of the
      Debtors' chapter 11 estates, or otherwise further the goal
      of completing the Debtors' successful reorganization; and

   l) provide non-bankruptcy services for the Debtors to the
      extent requested by the Debtors.

These professionals presently are expected to have primary
responsibility for providing services to the Debtors:

      Professionals                Position       Hourly Rates
      -------------                --------       ------------
      Luc A. Despins, Esq.         Partner        $1,175
      James T. Grogan, III, Esq.   Of Counsel     $950
      Christopher Fong, Esq.       Associate      $705

                                   2013 U.S.      2014 U.S.
      Position                     Hourly Rates   Hourly Rates
      --------                     ------------   ------------
      Partners                     $775-$1,150    $800-$1,200
      Of Counsel                   $700-$1,125    $705-$1,200
      Associates                   $350-$815      $355-$845
      Paraprofessionals            $125-$360      $180-$400

James T. Grogan III, Esq., attorney at the firm, assures the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

The Debtors say the firm has filed fee applications in compliance
with the Appendix A Guidelines adopted by the EOUST in 1996.  The
EOUST recently adopted the Appendix B Guidelines.  By their terms,
the Appendix B Guidelines "apply to the USTP's review of
applications for compensation filed by attorneys in larger chapter
11 cases."

The Debtors and the firm intend to make a reasonable effort to
comply with the U.S. Trustee's requests for information and
additional disclosures set forth in the Appendix B Guidelines,
both in connection with this Application and the interim and final
fee applications to be filed in the course of the firm's
engagement.  It is the Debtors' and the firm's intention to work
cooperatively with the U.S. Trustee to address the concerns that
prompted the EOUST to adopt the Appendix B Guidelines; however, in
doing so, the Debtors and the firm reserve all rights as to the
relevance and substantive legal effect of the Appendix B
Guidelines in connection with any application for employment or
compensation in these cases.

The firm can be reached at:

   Luc A. Despins, Esq.
   James T. Grogan, III, Esq.
   Christopher Fong, Esq.
   75 East 55th Street
   New York, NY 10022
   Tel: 212-318-6000
   Fax: 212-319-4090
   Email: lucdespins@paulhastings.com
          jamesgrogan@paulhastings.com
          christopherfong@paulhastings.com

                About GT Advanced Technologies

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

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

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

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


GT ADVANCED: GTAEH Seeks to Hire Quinn Emanuel as Special Counsel
-----------------------------------------------------------------
GT Advanced Equipment Holding LLC (GTAEH), a debtor-affiliate of
GT Advanced Technologies Inc. (GTAT), asks the U.S. Bankruptcy
Court for the District of New Hampshire for authority to employ
Quinn Emanuel Urquhart & Sullivan LLP as its special counsel to
provide independent legal advice relating to GTAEH's transactions
with GTAT Corporation and other affiliates, and related matters.

A hearing is set for Oct. 30, 2014 at 10:00 a.m. (E.T.) in
Courtroom 2, 1000 Elm Street, 11th Floor in Manchester, New
Hampshire.  Objections, if any, were due Oct. 23.

These professionals presently are expected to have primary
responsibility for providing services to the Debtors:

      Professionals                Position       Hourly Rates
      -------------                --------       ------------
      Susheel Kirpalani, Esq.      Partner        $1,045
      Daniel Holzman, Esq.         Of Counsel     $870
      Katherine A. Scherling, Esq. Associate      $730
      William Pugh, Esq.           Associate      $535

Susheel Kirpalani, Esq., attorney at the firm, assures the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

The Debtors say the firm has filed fee applications in compliance
with the Appendix A Guidelines adopted by the Executive Office for
U.S. Trustees (EOUST) in 1996.  The EOUST recently adopted the
Appendix B Guidelines. By their terms, the Appendix B Guidelines
"apply to the USTP's review of applications for compensation filed
by attorneys in larger chapter 11 cases."

The Debtors and the firm intend to make a reasonable effort to
comply with the U.S. Trustee's requests for information and
additional disclosures set forth in the Appendix B Guidelines,
both in connection with this Application and the interim and
final fee applications to be filed in the course of the firm's
engagement.  It is the Debtors' and the firm's intention to work
cooperatively with the U.S. Trustee to address the concerns that
prompted the EOUST to adopt the Appendix B Guidelines; however,
in doing so, the Debtors and the firm reserve all rights as to
the relevance and substantive legal effect of the Appendix B
Guidelines in connection with any application for employment or
compensation in these cases.

The firm can be reached at:

   Susheel Kirpalani, Esq.
   Daniel Holzman, Esq.
   Katherine A. Scherling, Esq.
   William Pugh, Esq.
   QUINN EMANUEL URQUHART & SULLIVAN LLP
   51 Madison Avenue, 22nd Floor
   New York, NY 10010
   Tel: 212-849-7000
   Fax: 212-849-7100
   Email: susheelkirpalani@quinnemanuel.com
          danielholzman@quinnemanuel.com
          katherinescherling@quinnemanuel.com
          williampugh@quinnemanuel.com

                About GT Advanced Technologies

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

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

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

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


GT ADVANCED: Names Ropes & Gray as Corporate Counsel
----------------------------------------------------
GT Advanced Technologies Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of New Hampshire for
authority to employ Ropes & Gray LLP as their corporate counsel.

A hearing is set for Oct. 30, 2014 at 10:00 a.m. (E.T.) in
Courtroom 2, 1000 Elm Street, 11th Floor in Manchester, New
Hampshire.  Objections, if any, were due Oct. 23.

The firm will:

   a) advise the Debtors and assisting Paul Hastings LLP (PH), the
      Debtors' proposed bankruptcy counsel, with respect to the
      negotiation, documentation, implementation, closing, and
      consummation of corporate transactions, including sales of
      assets in these chapter 11 cases;

   b) advise the Debtors and assisting PH with respect to the
      negotiation, documentation, implementation, closing, and
      consummation of financing transactions, including any
      debtor-in- possession or exit financings in these chapter 11
      cases;

   c) advising the Debtors and assisting PH with respect to leases
      and other contracts, including the evaluation, negotiation,
      documentation, and closing of new leases or contracts or
      amendments, modifications, restatements, rejection, or
      assumption of existing leases or contracts, including
      agreements with Apple Inc., other customers of the Debtors,
      and suppliers and vendors;

   d) advising the Debtors with respect to general corporate and
      tax matters, and performing any filings related thereto;

   e) advising the Debtors with respect to securities law and
      exchange listing matters, including filings as required by
      federal and state securities laws and regulations, including
      the Securities Exchange Act of 1934, as amended, and related
      regulations promulgated by the U.S. Securities and Exchange
      Commission;

   f) advise the Debtors and assisting PH with respect to legal
      issues arising in or relating to the Debtors' ordinary
      course of business that concern corporate matters, including
      attendance at senior management meetings, meetings with the
      Debtors' financial advisors, meetings of the board of
      directors and committees thereof, and advice on employee,
      workers' compensation, employee benefits (including 401(k)
      plans), executive compensation, pension plans, tax,
      regulatory, banking, insurance, securities, corporate,
      intellectual property, business operation, contracts, joint
      ventures, patent, trademark, real property, and press/public
      affairs;

   g) advise the Debtors and assisting PH with respect to the
      negotiation, implementation, closing, and consummation of
      plans of reorganization and the Debtors' disclosure
      obligations, including with respect to corporate, tax,
      securities law, and regulatory disclosures and including
      advising the Debtors and assisting PH with respect to
      drafting a disclosure statement to accompany a plan of
      reorganization;

   h) attend meetings with third parties and participating in
      negotiations;

   i) appear before this Court, any district or appellate
      court, and the Office of the United States Trustee for the
      District of New Hampshire with respect to the above matters,
      to the extent requested by the Debtors;

   j) serve as expert witnesses and fact witnesses and
      assisting with document production regarding the Debtors'
      corporate affairs and legal issues related thereto; and

   k) perform all other legal services and providing all other
      legal advice requested by the Debtors with respect to the
      above matters.

These professionals presently are expected to have primary
responsibility for providing services to the Debtors:

      Professionals                  Position     Hourly Rates
      -------------                  --------     ------------
      David A. Fine, Esq.            Partner      $1,125
      James M. Wilton, Esq.          Partner      $940
      Alexander Zeltser, Esq.        Partner      $800
      Milap N. Patel, Esq.           Counsel      $780
      Rachel D. Phillips, Esq.       Associate    $670
      Robert S. Hatfield, III, Esq.  Associate    $550

David A. Fine, Esq., Esq., attorney at the firm, assures the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

   David A. Fine, Esq.
   James M. Wilton, Esq.
   Alexander Zeltser, Esq.
   Milan N. Patel, Esq.
   Rachel D. Phillips, Esq.
   Robert S. Hatfield, III, Esq.
   ROPES & GRAY LLP
   1211 Avenue of the Americas
   New York, NY 10036-8704
   Tel: 212-596-9000
   Fax: 212-596-9090
   Email: David.Fine@ropesgray.com
          James.Wilton@ropesgray.com
          Alex.Zeltser@ropesgray.com
          Milap.Patel@ropesgray.com
          Rachel.Phillips@ropesgray.com
          Robert.Hatfield@ropesgray.com

                About GT Advanced Technologies

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

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

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

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


HAAS ENVIRONMENTAL: Files Amended Plan and Disclosure Statement
---------------------------------------------------------------
Haas Environmental, Inc. filed with the U.S. Bankruptcy Court for
the District of New Jersey its Disclosure Statement explaining its
First Amended Plan of Reorganization.

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

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

                      Claims and Interests

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

The Secured Claims are:

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

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

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

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

                     Payments Under the Plan

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

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

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

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

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

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

                  Post-Confirmation Management

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

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

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

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

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

                 About Haas Environmental, Inc.

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

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

                           *     *     *

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

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


HAAS ENVIRONMENTAL: Cummings Objects to Amended Plan and Outline
----------------------------------------------------------------
Cummings Land and Development Company filed an objection to Haas
Environmental, Inc.'s Amended Plan of Reorganization and
Disclosure Statement.

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

Cummings did not file a Proof of Claim on account of a large
prepetition unsecured claim for unpaid rent for one year at a base
rental amount of $12,000 per month.  Cummings asserts that it was
never given notice of the bar date and that in any event that
there is excusable neglect.

Cummings has an administrative rent/storage claim, which exceeds
$200,000.  Cummings says the claim is not addressed in the Plan or
Disclosure Statement.

Mr. Schlaifer also alleges that the Plan unfairly treats the pre-
and post-petition claims of Cummings by completely ignoring the
Cummings claims as if they don't exist.  In the meantime, he
reveals, the Debtor continues to store its inventory at Cummings'
36,000 square foot warehouse.

Cummings and Eugene Haas, the Debtor's president, are in a dispute
regarding the 36,000-square-foot lease of a warehouse, Mr.
Schlaifer says.  He argues that although this dispute between the
parties impacts the Plan, it is not addressed in the Plan at all.
He notes that the lease itself is not listed as a lease to be
assumed or rejected even though the Debtor referred to it as a
lease in an earlier proposal to settle the original dispute with
Cummings in February of 2014.

The Debtor has violated the due process rights of Cummings by
failing to list Cummings as a creditor or serve Cummings as
required under applicable bankruptcy law and the United States
Constitution, Mr. Schlaifer says asserts.  He contends that
Cummings wishes to be heard and vote on the Plan because its claim
is clearly impaired under the Plan.

                 About Haas Environmental, Inc.

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

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

                           *     *     *

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

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


HAWAII OUTDOOR: Bank Creditor Wins Dismissal of Chapter 11 Case
---------------------------------------------------------------
The Hon. Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii has dismissed the Chapter 11 bankruptcy case of
Hawaii Outdoor Tours, Inc., at the behest of First-Citizens Bank &
Trust Company.

In connection with the dismissal, the Court authorized the bank to
disburse $250,000 unsecured creditor fund by escrow, pending
adjudication of FCB's Third Omnibus Objection to Certain Unsecured
Scheduled Claims Listed on Debtor's Bankruptcy Schedules.  All
other unsecured claims have been adjudicated as allowed, partially
allowed or disallowed claims.

As reported in the Troubled Company Reporter on Sept. 5, 2014,
David C. Farmer, Chapter 11 Trustee of the case of Hawaii Outdoor,
objected to the motion of FCB to dismiss the Debtor's bankruptcy
case.  The Chapter 11 Trustee told the Court that there is no
basis to dismiss the Debtor's case at this time.  The Trustee
recommended that the Bank consent to move the hearing to a date,
which is Sept. 15, 2014, in the future to provide the Trustee and
his counsel time to complete his investigations.  If the Bank
cooperates, a period of two months should be sufficient.  Barring
any other objection, the Bank and the Trustee could submit an
order or go to a final hearing.  Given the posture of the case and
the remaining tasks to complete, the Trustee urged the Court to
deny the Motion.

Mr. Farmer later submitted to the Court his withdrawal of
opposition to the motion to dismiss.

                    About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Naniloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Naniloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortar alone was valued in excess of
$35 million by First Regional's appraiser and the insurance
company.

Bankruptcy Judge Robert J. Faris oversees the case.  Ramon J.
Ferrer, Esq., represents the Debtor as counsel.

In its schedules, the Debtor disclosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents secured creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.

Timothy J. Hogan, Esq., represents David C. Farmer, the Chapter 11
Trustee, as counsel.

Christopher J. Muzzi, Esq., at Tsugawa Biehl Lau & Muzzi, LLLC,
represents the Official Committee of Unsecured Creditors as
counsel.

The Bankruptcy Court, in the minutes of the hearing held Nov. 12,
2013, authorized the Chapter 11 trustee to sell hotel, assets and
assignments to the highest bidder.

Ken Direction Corporation, the parent company of Hawaii Outdoor
Tours, Inc., filed with the U.S. Bankruptcy Court for the District
of Hawaii on Nov. 5, 2013, a disclosure statement explaining its
proposed plan of reorganization for the Debtor, dated Nov. 4,
2013.  According to the Disclosure Statement, the source of about
$14,000,000 in new funds will be the proceeds from the sale of
real estate owned by HPAC, LLC, an affiliated company of the
Proponent, to Shalom Amar Revocable Trust 2000 by way of a 1031
exchange.tion as counsel.

Timothy J. Hogan, Esq., represents David C. Farmer, the Chapter 11
Trustee, as counsel.

Christopher J. Muzzi, Esq., at Tsugawa Biehl Lau & Muzzi, LLLC,
represents the Official Committee of Unsecured Creditors as
counsel.

The Bankruptcy Court, in the minutes of the hearing held Nov. 12,
2013, authorized the Chapter 11 trustee to sell hotel, assets and
assignments to the highest bidder.

Ken Direction Corporation, the parent company of Hawaii Outdoor
Tours, Inc., filed with the U.S. Bankruptcy Court for the District
of Hawaii on Nov. 5, 2013, a disclosure statement explaining its
proposed plan of reorganization for the Debtor, dated Nov. 4,
2013.  According to the Disclosure Statement, the source of about
$14,000,000 in new funds will be the proceeds from the sale of
real estate owned by HPAC, LLC, an affiliated company of the
Proponent, to Shalom Amar Revocable Trust 2000 by way of a 1031
exchange.


HAWKER BEECHCRAFT: Former Employee's Claims Disallowed
------------------------------------------------------
Eddie Mendia, a former employee of Hawker Beechcraft Corporation,
filed two proofs of claim asserting damages for wrongful
termination and defamation. Hawker has moved to disallow and
expunge both claims. In an Oct. 22 decision available at
http://is.gd/9FmC6Yfrom Leagle.com, Bankruptcy Judge Stuart M.
Bernstein sustained Hawker's objections, and disallowed and
expunged both of Mendia's claims.

Mendia in 2005 filed a complaint against HBC with the Equal
Employment Opportunity Commission and the Kansas Human Rights
Commission.  He alleged that non-supervisory coworkers had made
unspecified racial remarks, and that he heard his supervisor say
on more than one occasion that "Eddie plays the system."

Mendia in 2006 filed a pro se complaint in the United States
District Court for the District of Kansas. He alleged that he was
involuntarily terminated from his employment based on age, race
and disability.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.

The plan will give 81.9% of the new stock to holders of $1.83
billion of secured debt, while 18.9% of the new shares are for
unsecured creditors.  The proposal has support from 68% of secured
creditors and holders of 72.5% of the senior unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee's
financial advisor is FTI Consulting, Inc.

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors.  The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WSJ the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.

Beechcraft Corp., formerly Hawker Beechcraft, on Feb. 19, 2013,
disclosed that it has formally emerged from the Chapter 11 process
as a new company well-positioned to compete vigorously in the
worldwide business aviation, special mission, trainer and light
attack markets.  The company's Joint Plan of Reorganization was
approved by the Bankruptcy Court on Feb. 1, and became effective
on Feb. 15.


HD SUPPLY: Two Directors Resigned; New Directors Appointed
----------------------------------------------------------
The board of directors of HD Supply Holdings, Inc., and HD Supply,
Inc., accepted the resignation of Messrs. Nathan K. Sleeper and
Stephen M. Zide from the Board, and Mr. Zide's related
responsibilities on the Compensation Committee, to allow for the
appointment of two new independent directors.  Mr. Sleeper does
not currently serve on any Board committee.

On. Oct. 22, 2014, upon recommendation from the nominating and
corporate governance committee of the board of directors of the
Company, the Board appointed Messrs. Peter A. Leav and James A.
Rubright to the Board and appointed Mr. Leav to the Board's Audit
Committee.  No committee assignment has been made for Mr.
Rubright, but will be posted on the Company's investor relations
Web site when that assignment is made.  The Board has determined
that Messrs. Leav and Rubright are independent directors under the
applicable independence requirements of the NASDAQ Stock Market
and the Securities Exchange Act of 1934.  The appointments are
effective Oct. 22, 2014.  Mr. Leav will serve as a Class I
director of Holdings, which class will stand for re-election at
the 2017 annual meeting of shareholders.  Mr. Rubright will serve
as a Class II director of Holdings, which class will stand for re-
election at the 2015 annual meeting of shareholders.

Peter A. Leav, age 43, is president and chief executive officer of
Polycom, Inc.  Prior to joining Polycom in 2013, Mr. Leav served
as executive vice president and president, Industry and Field
Operations of NCR Corporation, a global technology company, from
June 2012 to November 2013, as executive vice president, Global
Sales, Professional Services and Consumables of NCR from November
2011 to June 2012, and as senior vice president, Worldwide Sales
of NCR from January 2009 to October 2011.  Prior to joining NCR,
he served as corporate vice president and general manager of
Motorola, Inc., a provider of mobility products and solutions
across broadband and wireless networks, from November 2008 to
January 2009, as vice president and general manager from December
2007 to November 2008, and as vice president of Sales from
December 2006 to December 2007.  From November 2004 to December
2006, Mr. Leav was Director of Sales for Symbol Technologies,
Inc., an information technology company.  Prior to this position,
Mr. Leav was Regional Sales Manager at Cisco Systems, Inc., a
manufacturer of communications and information technology
networking products, from July 2000 to November 2004. Mr. Leav is
currently a member of Polycom's board of directors since 2013. He
has not served as a director of any other public company in the
last five years.  He holds a B.A. from Lehigh University.

James A. Rubright, age 67, is a principal and senior advisor at
Privet Fund Management, LLC., a private investment fund management
company, since October 2013.  He served as Chairman and chief
executive officer of Rock-Tenn Co. from 1999 until his retirement
in October 2013, and served as an executive officer of Sonat, Inc.
from 1994 to 1999 in various capacities, including head of Sonat's
interstate natural gas pipeline group and energy marketing
businesses.  Prior to 1994, he was a partner in the law firm of
King & Spalding LLP.  Mr. Rubright currently serves as a member of
the board of directors of AGL Resources, Inc. since 2001, and
Forestar Group, Inc., a real estate and natural resources company,
since 2007.  He previously served as a member of the board of
directors of Avondale, Incorporated, the parent company of
Avondale Mills, Inc., from 1995 to 2000, and as Chairman of Rock-
Tenn?s board from 1999 until his retirement in October 2013.  He
has not served as a director of any other public company in the
last five years.  He received a B.A. degree from Yale College and
a J.D. degree from the University of Virginia Law School.

Messrs. Leav and Rubright will participate in Holdings' standard
outside director compensation program.

                          About HD Supply

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

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

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

                           *     *     *

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

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


HEALTHWAREHOUSE.COM INC: 2014 Stock Incentive Plan Approved
-----------------------------------------------------------
The stockholders of HealthWarehouse.com, Inc., approved the
Company's 2014 Stock Incentive Plan, according to a regulatory
filing with the U.S. Securities and Exchange Commission.

The 2014 Stock Incentive Plan provides for the grant of incentive
stock options intended to comply with the requirements of Section
422 of the Internal Revenue Code, non-incentive or compensatory
stock options, stock appreciation rights, share awards of
restricted stock and restricted stock units, and other stock based
awards, which may be based upon performance goals.

A total of 6,000,000 shares of common stock of the Company are
available for grant under the plan to officers, key employees and
directors of the Company and any subsidiaries as well as certain
consultants.  The number of shares of common stock available to be
issued as share awards of restricted stock or restricted stock
units which are not subject to the achievement of a performance
target will not exceed 1,200,000 shares, or 20% of the shares
available under the plan.

                      About HealthWarehouse.com

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

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012, citing significant losses and the need to raise additional
funds to meet the Company's obligations and sustain its
operations.

The Company reported a net loss of $5.57 million on $11.08 million
of net sales for the year ended Dec. 31, 2012, as compared with a
net loss of $5.71 million on $10.36 million of net sales during
the prior year.  As of June 30, 2014, the Company had $1.02
million in total assets, $5.50 million in total liabilities and a
$4.48 million total stockholders' deficit.


HERCULES OFFSHORE: Incurs $88.5-Mil. Net Loss in Third Quarter
--------------------------------------------------------------
Hercules Offhore, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $88.55 million on $221.88 million of revenue for the
three months ended Sept. 30, 2014, compared to net income of
$25.25 million on $225.30 million of revenue for the same period
in 2013.

For the nine months ended Sept. 30, 2014, the Company posted a net
loss of $61.99 million on $721.58 million of revenue compared to
net income of $33.03 million on $622.95 million of revenue for the
same period during the prior year.

As of Sept. 30, 2014, the Company had $2.19 billion in total
assets, $1.42 billion in total liabilities and a $767.41 million
in stockholders' equity.

John T. Rynd, chief executive officer and president of Hercules
Offshore stated, "Third quarter results reflect the slowdown in
U.S. Gulf of Mexico drilling activity, idle time across various
international rigs, and weak operating conditions in West Africa
for our international liftboat fleet.  In the U.S. Gulf of Mexico,
while we have recently seen some activity improvement with a
portion of our customer base, this has been offset by further
pullback from some of the larger customers in the region.  As a
result, we expect the overall environment to remain relatively
soft at least through early 2015.  Given these market conditions,
we are executing on cost saving measures, including the cold
stacking of four domestic rigs.  We currently believe that this is
an appropriate step to better balance the market and support
utilization on our marketed rigs.  However, should we see
indicators of stronger demand, we will respond timely to these
signals to protect our market leading position within the region.

"In International Offshore, the recent contract signing for the
Hercules 267 will partially offset expected idle time on the
Hercules Triumph and Hercules Resilience during the fourth
quarter.  Preparations are underway for the Hercules Triumph to
mobilize to the North Sea, while the Hercules Resilience concluded
its drilling program in the Congo earlier this month.  We are in
discussions with various customers to contract these rigs.  As for
International Liftboats, delays in Nigerian activity continue to
hamper utilization, which we expect could continue well into
2015."

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

                        http://is.gd/9NNxRG

                            Fleet Status

Hercules Offshore posted on its web site at
www.herculesoffshore.com a report entitled "Hercules Offshore
Fleet Status Report".  The Fleet Status Report includes the
Hercules Offshore Rig Fleet Status (as of Oct. 23, 2014), which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration.  The Fleet Status Report
also includes the Hercules Offshore Liftboat Fleet Status Report,
which contains information by liftboat class for September 2014,
including revenue per day and operating days.  The Fleet Status
Report can be found at http://is.gd/477R9O

                      About Hercules Offshore

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

Hercules incurred a net loss of $68.11 million in 2013, a net loss
of $127 million in 2012 and a net loss of $76.12 million in 2011.

                           *     *     *

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

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.  "The upgrade reflects
the improving market conditions in the Gulf of Mexico and our
expectations that Hercules' fleet will continue to benefit," said
Standard & Poor's credit analyst Stephen Scovotti.


HORIZON LINES: Posts $9.5 Million Net Income in Third Quarter
-------------------------------------------------------------
Horizon Lines, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $9.51 million on $286.21 million of operating revenue for the
quarter ended Sept. 21, 2014, compared to net income of $4.08
million on $273.66 million of operating revenue for the quarter
ended Sept. 22, 2013.

For the nine months ended Sept. 21, 2014, the Company reported a
net loss of $18.33 million on $819.38 million of operating revenue
compared to a net loss of $17.77 million on $777.93 million of
operating revenue for the nine months ended Sept. 22, 2013.

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

"Horizon Lines third-quarter adjusted EBITDA increased 12.6% from
the same period a year ago, driven primarily by lower claims-
related expense, higher volume, and lower fuel and labor costs
associated with vessel dry-docking," said Steve Rubin, president
and chief executive officer.  "The positive factors driving
adjusted EBITDA growth were partially offset by lower container
rates and contractual labour and other expense increases."

"A $12.5 million or 4.6% improvement in operating revenue versus
the third quarter of 2013 was generated largely by an 8.9% revenue
container volume increase," Mr. Rubin said.  "In addition, we
experienced growth in non-transportation services revenue in our
Hawaii and Alaska markets.  These favorable variances were
partially offset by a 5.1% decrease in average revenue per
container.  The decline in our container rates was primarily due
to a shift in cargo mix mainly to include more automobiles and
increased competition in our markets."

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

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

                         http://is.gd/AVqxyz

                         About Horizon Lines

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

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

                           *     *     *

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

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


IMH FINANCIAL: Breaks Ground on Minn. Luxury Apartment Complex
--------------------------------------------------------------
IMH Financial Corporation broke ground on the construction of an
upscale multifamily development located in the Minneapolis,
Minnesota, suburb of Apple Valley.  Gabella at Parkside will be
the first of a planned five-phase, 12.5-acre development known as
Parkside Village.  This is the first new apartment construction in
Apple Valley since 2004.

Construction on the Class A, 196-unit four-story property began on
Oct. 24, 2014, and is expected to be complete by February 2016.
The total development cost of $36 million will be financed through
an equity contribution of $12 million by IMHFC and a construction
loan of $24 million secured from the Bank of the Ozarks in October
2014.

"The Minneapolis Metro and Dakota County multi-family markets are
thriving with vacancy rates of just 2.7 percent and 2.9 percent,
respectively.  With Apple Valley's AAA rating and existing high
quality of life, the city is the perfect setting for Parkside
Village to fully integrate our vision of luxury living with value
pricing all done with the extraordinary cooperative efforts of IMH
and the City," said Lawrence D. Bain, Chairman and CEO of IMH
Financial Corporation.  "Our development partner Titan Investments
has worked diligently alongside the City to deliver the much-
anticipated Parkside Village project."

Gabella at Parkside will feature a mix of one-bedroom, two-bedroom
and three-bedroom units ranging in size from 800 square feet to
1,388 square feet.  The project will include a resort-style pool
and hot tub, sun deck, cabanas, grills, fire pits, indoor/outdoor
gaming area, state-of-the art fitness center, theater room,
lounge, yoga studio, spinning studio, internet caf' and dog
walking and washing areas.  Individual units with 9' ceiling
heights will be furnished with granite counters, washers and
dryers, plank flooring, modern lighting, private balconies, and
spacious walk-in closets.

IMHFC has partnered with developer Titan Investments of Denver,
Colo. to design the project and coordinate with the City of Apple
Valley over the last two years to receive full entitlements and
negotiate the development subsidies from the City.

When completed, Parkside Village will include more than 500
apartment units and 20,000 square feet of retail.  The transit-
oriented development is within walking distance of the Apple
Valley Transit Station along the Minneapolis-St. Paul Metro Red
Line that provides north-south BRT (Bus Rapid Transit) access
throughout the metro area.

Parkside Village was designed to provide access to transit
oriented and walk-able downtown retail, office, hotel and
residential development adjacent to the regional transit station
for the Minneapolis Metro Red Line.  The Gabella at Parkside site
is located within 1/4 mile of major retailers (Menards, Home
Depot, Super Target, Sam?s Club), employers (Apple Valley Medical
Center, Dakota County Service Center, Chase Bank and Bank of
America) and hotels (Grandstay Hotel and Conference Center).

Kaas Wilson is the project architect, Stonebridge Construction is
the general contractor, Pinnacle Management is the leasing agent,
and HFF, LP (Josh Simon, Denver) arranged the financing.

                        About IMH Financial

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

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

The Company's balance sheet at June 30, 2014, showed $224.85
million in total assets, $128.40 million in total liabilities and
$96.45 million in total stockholders' equity.


INTELLIPHARMACEUTICS INT'L: Positive Results From Clinical Trials
-----------------------------------------------------------------
Intellipharmaceutics International Inc. provided an update on the
progress of its RegabatinTM XR product development.  RegabatinTM
XR pregabalin extended release capsules are the Company's non-
generic pregabalin formulations.  The Company intends to present
the following information arising from its RegabatinTM XR product
development program at the upcoming American Association of
Pharmaceutical Scientists (AAPS) Annual Meeting and Exposition in
San Diego from Nov 2-6, 2014.

The Company has recently conducted and analyzed the results of six
Phase I clinical trials involving a twice-a-day formulation and a
once-a-day formulation.  For formulations directed to certain
indications which include fibromyalgia, the results suggested that
RegabatinTM XR 82.5 mg twice-a-day dosage was comparable in
bioavailability to Lyrica(R) 50 mg (immediate-release pregabalin)
three-times-a-day dosage.  For formulations directed to certain
other indications which include neuropathic pain associated with
diabetic peripheral neuropathy, the results suggested that
RegabatinTM XR 165 mg once-a-day dosage was comparable in
bioavailability to Lyrica(R) 75 mg BID dosage.  Pregabalin is
indicated for the management of neuropathic pain associated with
diabetic peripheral neuropathy, postherpetic neuralgia, spinal
cord injury and fibromyalgia.  A controlled-release version of
pregabalin should reduce the number of doses patients take, which
could improve patient compliance, and therefore possibly enhance
clinical outcomes. Lyrica(R) pregabalin, BID and TID, are drug
products marketed in the United States by Pfizer Inc.

Each study was structured as an open label, balanced, randomized
and crossover oral bioavailability study.  Taking the RegabatinTM
XR 165 mg once-a-day product as an example, following single dose
administration of RegabatinTM XR 165mg vs.  Lyrica(R) 75mg BID
under fed conditions, bioequivalence criteria were met for Cmax
[Ratio (%); 103.41 (95.60-111.86 @ 90% Confidence)], AUCt [Ratio
(%); 99.37 (94.82-104.13 @ 90% Confidence)] and AUCinf [Ratio (%);
97.01 (92.39-101.86 @ 90% Confidence)].  Under multiple dose
administration of RegabatinTM XR 165mg vs. Lyrica(R) 75mg BID,
RegabatinTM XR 165mg met bio-equivalence criteria for both Cmax
[Ratio (%); 107.41 (99.45-116.00 @ 90% Confidence)] and AUC0-t
[Ratio (%); 84.67 (81.03-88.47 @ 90% Confidence)].

Those results also suggested that RegabatinTM XR 165mg once-a-day
has a higher exposure during the first 12 hours than Lyrica(R)
75mg BID.  Together with the symptomatology and chronobiology of
fibromyalgia, this could prove to be advantageous with evening
meal dosing and suggests that once a day RegabatinTM XR 165mg
once-a-day may confer a compliance advantage over Lyrica(R) 75mg
BID which is currently administered for treatment of fibromyalgia.

Plans are underway to initiate an investigational new drug
application under the new drug application 505(b)(2) regulatory
pathway with the United States Food and Drug Administration, with
a view to possible commercialization in the United States
following the Dec. 30, 2018, expiry of the patent covering the
pregabalin molecule.  According to Source Healthcare Analytics,
U.S. sales for the 12 months ended August 2014 for Lyrica(R)
(pregabalin capsules) in all strengths were approximately $3.0
billion, expressed in TRx MBS Dollars as defined in our latest
Form 20-F.  There can be no assurance that additional clinical
trials will meet our expectations, that Company will have
sufficient capital to conduct such trials, that the Company will
be successful in submitting an NDA with the FDA, that the FDA will
approve this product candidate for sale in the U.S. market, or
that it will ever be successfully commercialized.

"We are excited with the positive results of the Phase I studies
utilizing formulations and dosages of our RegabatinTM XR product
candidate," stated Dr. Isa Odidi, CEO and co-founder of
Intellipharmaceutics.  "To the best of our knowledge, at present
there is no once-daily pregabalin product, nor is there one
designed to provide higher early exposure following its oral
administration, a factor which may prove beneficial to
fibromyalgia patients.  We plan to move forward, subject to FDA
guidance, into Phase III and also to explore our potential
strategic business development activities for this product."

                     About Intellipharmaceutics

Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada.  Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs.  Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals.  Based on this technology,
Intellipharmaceuticshas a pipeline of product candidates in
various stages of development, including filings with the FDA in
therapeutic areas that include neurology, cardiovascular,
gastrointestinal tract, diabetes and pain.

Intellipharmaceutics incurred a net loss of US$11.49 million
for the year ended Nov. 30, 2013, following a net loss of
US$6.13 million for the year ended Nov. 30, 2012.

The Company's balance sheet at Aug. 31, 2014, showed $9.01 million
in total assets, $3.42 million in total liabilities and
$5.58 million in shareholders' equity.

Deloitte LLP, in Toronto, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Nov. 30, 2013.  The independent auditors noted that
Company's recurring losses from operations and the accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.


INVERSIONES ALSACIA: Proposes FTI Canada as Financial Advisor
-------------------------------------------------------------
Inversiones Alsacia S.A. and its debtor affiliates seek approval
from the Bankruptcy Court to employ FTI Consulting Canada ULC as
financial advisor, nunc pro tunc to the Petition Date.

The Debtors have determined that it will be necessary to engage a
financial advisor with knowledge of the Debtors' businesses and
experience with bankruptcies and debt restructurings to advise
them with respect to these Chapter 11 cases.

FTI is very familiar with the Debtors' businesses and financial
affairs.  In April 2014, the Debtors engaged FTI to assist and
advise them with respect to preparing for a possible
restructuring, including assisting with the materials required for
the Debtors' Prepackaged Plan and Disclosure Statement, such as
the liquidation analysis and the modeling of the Debtors'
financial projections.  Furthermore, FTI has been responsible for
collecting information necessary for the First Day Motions,
subsequent pleadings and various reports required in the Chapter
11 cases.  Should the Court approve the Debtors' retention of FTI,
FTI will continue, without interruption, to perform services for
the Debtors.

Pursuant to an engagement letter dated as of April 28, 2014, the
Debtors have agreed to pay for FTI's services on these terms:

   a. A monthly cash advisory fee, which is payable and earned on
the first business day of the month, and which will be:

      (i) May and June 2014 - US$125,000 per month
     (ii) July 2014 - US$200,000;
    (iii) August 2014 - US$150,000;
     (iv) September 2014 - US$125,000;
      (v) October 2014 - US$100,000; and
     (vi) Thereafter - US$100,000 per month.

   b. A cash fee in the amount of $1.3 million to be paid upon the
consummation of the Restructuring Transaction.

The Debtors have also agreed to reimburse FTI, subject to the
Court's approval, for all reasonable and actual out-of-pocket
expenses incurred in connection with the Chapter 11 Cases.

                          About Alsacia

Inversiones Alsacia, together with its affiliate, Express de
Santiago Uno S.A., are collectively the largest operator in the
Transantiago Transportation System, transporting approximately
800,000 passengers every day, throughout 35 communities in
Santiago, Chile, which accounts for more than 30% of the
passengers in Transantiago.  Alsacia and Express have the right to
provide the transportation services pursuant to concession
agreements with Chile's Ministry of Transportation and
Telecommunications, which agreements expire October 2018.

Alsacia and Express belong to non-debtor Global Public Services
S.A. ("GPS Group"), an international holding company with
interests in public passenger transportation, environmental
solutions, outsourcing services and real estate development in
Chile, Colombia, Panama, Peru and the United States of America.
The GPS Group is controlled by Carlos Mario Rios Velilla and
Francisco Javier Rios Velilla and several of their affiliates.

Alsacia and Express and three affiliates sought bankruptcy
protection under Chapter 11 of the U.S. Bankruptcy Code in
Manhattan, New York (Bankr. S.D.N.Y.) on Oct. 16, 2014, with a
prepackaged plan that would restructure $347.3 million in senior
secured notes but leave other creditors and the owners unimpaired.
The cases are pending before the Honorable Martin Glenn and the
Debtors have requested that their cases be jointly administered
under Case No. 14-12896.

The Debtors have tapped Cleary Gottlieb Steen & Hamilton, LLP, as
bankruptcy counsel, FTI Consulting as financial advisor, and Prime
Clerk LLC as claims and balloting agent.


INVERSIONES ALSACIA: Proposes Cleary Gottlieb as Counsel
--------------------------------------------------------
Inversiones Alsacia S.A. and its debtor affiliates seek approval
from the Bankruptcy Court to employ Cleary Gottlieb Steen &
Hamilton LLP as counsel, nunc pro tunc to the Petition Date.

As counsel under 11 U.S.C. Sec. 327(a), the firm will charge the
Debtor at these hourly rates, subject to periodic adjustments to
reflect economic and other conditions, are:

         Category                 Hourly Rates
         --------                 ------------
         Partners                $850 to $1,165
         Counsel                 $785 to $965
         Senior Attorneys        $765 to $895
         Associates              $445 to $755
         International Lawyers       $395
         Law Clerks                  $360
         Paralegals              $245 to $330

Cleary Gottlieb's present representation of the Debtors regarding
the restructuring contemplated in the Chapter 11 cases began in
April 2014.  Prior to the Petition Date, Cleary Gottlieb was
involved, on behalf of the Debtors, in the negotiation of the
Restructuring and Plan Support Agreement, dated as of Aug. 31,
2014, and as amended on Sept. 15, 2014, the Plan and related
documents, and in preparing for the filing of the Chapter 11
Cases.

Over the last twelve months, the Debtors have paid Cleary
Gottlieb, in the aggregate, $2,770,000 in fees and $55,000 in
disbursements.  Some of these payments were received by Cleary
Gottlieb during the 90 days before the Petition Date.

Cleary Gottlieb is a law firm, which employs more than 1,200
attorneys.  The Firm maintains offices for the practice of law at
One Liberty Plaza, New York, New York, as well as offices in
Washington, D.C.; Paris, France; Brussels, Belgium; London,
England; Moscow, Russia; Frankfurt, Germany; Cologne, Germany;
Rome, Italy; Milan, Italy; Hong Kong; Beijing, China; Buenos
Aires, Argentina; Sao Paulo, Brazil; Abu Dhabi, United Arab
Emirates; and Seoul, South Korea.

As disclosed in the declaration, Lisa M. Schweitzer, a member of
the firm, Cleary Gottlieb does not hold or represent any interest
adverse to the Debtors or their estates, and Cleary Gottlieb is a
"disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).

                          About Alsacia

Inversiones Alsacia, together with its affiliate, Express de
Santiago Uno S.A., are collectively the largest operator in the
Transantiago Transportation System, transporting approximately
800,000 passengers every day, throughout 35 communities in
Santiago, Chile, which accounts for more than 30% of the
passengers in Transantiago.  Alsacia and Express have the right to
provide the transportation services pursuant to concession
agreements with Chile's Ministry of Transportation and
Telecommunications, which agreements expire October 2018.

Alsacia and Express belong to non-debtor Global Public Services
S.A. ("GPS Group"), an international holding company with
interests in public passenger transportation, environmental
solutions, outsourcing services and real estate development in
Chile, Colombia, Panama, Peru and the United States of America.
The GPS Group is controlled by Carlos Mario Rios Velilla and
Francisco Javier Rios Velilla and several of their affiliates.

Alsacia and Express and three affiliates sought bankruptcy
protection under Chapter 11 of the U.S. Bankruptcy Code in
Manhattan, New York (Bankr. S.D.N.Y.) on Oct. 16, 2014, with a
prepackaged plan that would restructure $347.3 million in senior
secured notes but leave other creditors and the owners unimpaired.
The cases are pending before the Honorable Martin Glenn and the
Debtors have requested that their cases be jointly administered
under Case No. 14-12896.

The Debtors have tapped Cleary Gottlieb Steen & Hamilton, LLP, as
bankruptcy counsel, FTI Consulting as financial advisor, and Prime
Clerk LLC as claims and balloting agent.


JACKSONVILLE BANCORP: Cuts Workforce by 10%
-------------------------------------------
Jacksonville Bancorp, Inc., implemented a second reduction to The
Jacksonville Bank's workforce eliminating 14 positions and
affecting eight employees, or approximately 10% of the workforce,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.  This action was approved by the Company's
board of directors on Aug. 13, 2014.

Since May 2014 Jacksonville Bancorp, holding company for
Jacksonville Bank, began implementing a restructuring plan in
order to better align the Company's and the Bank's processes and
procedures with the best industry practices and standards.

The Company estimates it will incur approximately $59,609 in
restructuring expenses in connection with this workforce
reduction, consisting of severance benefits and other employee-
related costs.  The $59,609 in estimated costs is expected to be
recognized as a one-time charge in the fourth quarter, which the
Company expects will result in cash expenditures in the fourth
quarter and in the first quarter of 2015.

                    About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with eight full-service branches
in Jacksonville, Duval County, Florida, as well as the Company's
virtual branch.  The Jacksonville Bank opened for business on
May 28, 1999, and provides a variety of community banking services
to businesses and individuals in Jacksonville, Florida.

Jacksonville Bancorp reported a net loss available to common
shareholders of $32.42 million in 2013, a net loss available to
common shareholders of $43.04 million in 2012 and a net loss
available to common shareholders of $24.05 million in 2011.
As of June 30, 2014, the Company had $494.63 million in total
assets, $459.11 million in total liabilities and $35.52 million in
total shareholders' equity.


JAMES RIVER: Perella Agrees to Slash Professional Fees
------------------------------------------------------
James River Coal Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia for
permission to modify the terms of compensation for Perella
Weinberg Partners LP, their restructuring financial advisor, in a
manner that will enable the Debtors to preserve their liquidity.

The firm has agreed, as an accommodation to the Debtors, to defer
a substantial portion of their monthly fees.  Furthermore, the
aggregate amount of the monthly fees being accrued and unpaid will
reduce dollar-for-dollar the restructuring fee that would be
earned by the firm upon the effectiveness of a Chapter 11 plan,
and the aggregate unpaid monthly fees accruing will be capped at
the amount of such restructuring fee.

The Debtors and the firm had agreed on this fee structure:

   a) The Debtors will pay the firm a monthly advisory fee of
      $150,000, with the first monthly fee paid on the original
      engagement date by both parties and additional installments
      of such monthly fee payable in advance on each monthly
      anniversary of the original engagement date, plus;

   b) The Debtors will pay the firm an additional fee in the
      amount of

         i) in the event the Debtors consummate a sale,
            consolidation, merger or joint venture, whether
            effected in a single transaction or a series of
            transactions, in which 50% or more of the voting power
            of the Debtors, or all or substantially all of their
            business or assets, are combined with or transferred
            to a third party or parties:

            x) $1,250,000, payable upon the later of(1) such
               consummation and (2) the date on which the
               Bankruptcy Court approves the retention of the firm
               pursuant to the engagement letter plus

            y) $1,250,000, payable upon the later of (1) emergence
               from chapter 11 pursuant to a plan confirmed in
               connection with any case or cases commenced by or
               against the company under the Bankruptcy Code
               following such consummation and (2) the date on
               which the Bankruptcy Court approves the retention
               of the firm pursuant to the engagement letter or

       (ii) in the event the Debtors emerge from chapter 11
            pursuant to a plan of reorganization confirmed in
            connection with these chapter 11 cases and no
            restructuring fee is payable pursuant to the foregoing
            clause (i), $2,500,000, payable upon the later of (1)
            such emergence and (2) the date on which the
            Bankruptcy Court approves the retention of the firm
            pursuant to the engagement letter; provided that any
            amount due under this subsection (b) will be reduced
            by 50% of monthly fees paid to the firm by the Debtors
            after nine full months from the date of the original
            engagement letter.

In addition, the Debtors and the firm have agreed that,
notwithstanding anything to the contrary in the final debtor-in-
possession order, no accrued monthly fee amount will be deemed to
be professional fees included in the definition of the carve-out.
The Debtors have obtained the prior written consent of the DIP
agent to seek the relief requested.

As reported in the Troubled Company Reporter on May 20, 2014, the
Debtors obtained authorization from the Court to employ the firm
as restructuring financial advisor, retroactive to April 7, 2014
petition date.

                       About James River

James River Coal Company is a producer and marketer of coal in the
Central Appalachia ("CAPP") and the Midwest coal regions of the
United States.  James River's principal business is the mining,
preparation and sale of metallurgical coal, thermal coal (which is
also known as steam coal) and specialty coal.

James River and 33 of its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in
Richmond, Virginia, on April 7, 2014.  The petitions were signed
by Peter T. Socha as president and chief executive officer.
Judge Kevin R. Huennekens oversees the Chapter 11 cases.

On the petition date, James River Coal disclosed total assets of
$1.06 billion and total liabilities of $818.6 million.

The Debtors are represented by Tyler P. Brown, Esq., Henry P.
(Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton &
Williams LLP of Richmond, VA and Marwill S. Huebner, Esq, Brian
M. Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk &
Wardwell LLP of New York, NY.  Kilpatrick Townsend & Stockton LLP
serves as the Debtors' special counsel.  Perella Weinberg Partners
L.P. is the Debtors' financial advisor.  Deutsche Bank Securities
Inc. serves as the Debtors' investment banker and M&G advisor.
Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice,
claims and administrative agent.

The U.S. Trustee for Region 4 has appointed five creditors to the
Official Committee of Unsecured Creditors.  Michael S. Stamer,
Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin
Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq.,
Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at
LeClairRyan.

                          *     *     *

The Debtors have won authority to sell the Hampden Mining Complex
(including the assets of Logan & Kanawha Coal Company, LLC), the
Hazard Mining Complex (other than the assets of Laurel Mountain
Resources LLC) and the Triad Mining Complex for $52 million plus
the assumption of certain environmental and other liabilities, to
a unit of Blackhawk Mining.  The Buyer is represented by Mitchell
A. Seider, Esq., and Charles E. Carpenter, Esq., at Latham &
Watkins LLP.


KANGADIS FOOD: Files 2nd Reply in Support of Solicitation Motion
----------------------------------------------------------------
Kangadis Food Inc. submitted with the United States Bankruptcy
Court for the Eastern District of New York its second reply in
further support of its motion to approve the adequacy of the
Debtor's Disclosure Statement for the Debtor's Plan of
Reorganization and to establish procedures for solicitation and
tabulation of votes to accept or reject the Plan.  This also
serves as the Debtor's reply to the renewed objection filed by
Joseph Ebin, Yeruchum Jenkins, and Rosanna Meletis to the
Procedures Motion.

The Debtor says that once again, Bursor & Fisher, P.A., has
submitted an unnecessary pleading to the Court replete with
irrelevant and inappropriate assertions, as well as
misrepresentations as to the happenings in the Court.

The Court should not permit the Class Plaintiffs to further delay
the progress made in this case to date, the Debtor says.  The
Debtor asserts that its amended Disclosure Statement contains
"adequate information" as required by Section 1125 of the
Bankruptcy Code, and the Debtor should be permitted to solicit
votes to accept or reject the Amended Plan, filed on October 9,
2014.

The Amended Disclosure Statement reflects the comments and
concerns expressed by the Court at the last hearing on Sept. 15,
2014, and the few legitimate concerns expressed by Class
Plaintiffs, the Debtor contends.  Hence, the Debtor asserts, the
Class Plaintiffs' Renewed Objection is mooted by the Amended Plan
and Disclosure Statement.

There is no reason to delay mailing the Amended Disclosure
Statement and Amended Plan to creditors and interested parties,
and soliciting votes to accept or reject the Plan, Anthony C.
Acampora, Esq., at SilvermanAcampora LLP, in Jericho, New York --
AAcampora@SilvermanAcampora.com -- contends.  He explains that the
Debtor needs to know as soon as possible whether it can confirm
the Amended Plan.

The fact that the Class Claim will not be estimated until November
24, 2014, has no impact on the adequacy of information contained
in the Amended Disclosure Statement, and should have no impact on
a creditor's decision to vote to accept or reject the Amended
Plan, Mr. Acampora argues.  He adds that, among other things, the
Amended Plan and Amended Disclosure Statement contain several
changes, which moot the arguments raised in the Renewed Objection,
including the modification of the release provisions to eliminate
the release by creditors of claims against non-debtors and the
removal of the provisions regarding opting-out of certain release
provisions.

Hence, the Debtor asks the Court to enter an order overruling the
Objection and the Renewed Objection, and approving the Amended
Disclosure Statement.

                       About Kangadis Food

Formed in 2003, Kangadis Food Inc. is an importer of olives and
other European delicacies, and a leading distributor of olive oil.
The Debtor sells its products under the brand names "Capatriti,"
"Porto," "Olio Villa," "Zorba," and "Kivotos".  The company is
100% owned by the Kangadis family.  The company says that for the
past six years, the popularity of its olive oil product sold under
the brand name "Capatriti" has grown over time, and it is one of
the leading brands in the New York metropolitan area.

As of its bankruptcy filing, Kangadis Food employs 51 people, and
operates from a 75,000 square foot facility located in Hauppauge,
New York, that serves as a warehouse, production facility, and
shipping center.

Kangadis Food Inc. filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 8-14-72649) in the Central Islip division, in
New York, on June 6, 2014.  Themistoklis Kangadis signed the
petition as chief executive officer.

As of the Dec. 31, 2013, the Debtor, on an unaudited basis, had
total assets of $12,259,802 and total liabilities of $6,136,456,
which amount does not include any disputed claim relating to the
class action.

Judge Robert E. Grossman presides over the case. Silverman
Acampora LLP, in Jericho, New York, serves as the Debtor's
counsel.


KANGADIS FOOD: Files First Amended Plan and Disclosure Statement
----------------------------------------------------------------
Kangadis Food Inc. has submitted its First Amended Plan of
Reorganization and Disclosure Statement on October 9, 2014.

The Plan provides for the reorganization of the Debtor by the (i)
estimation of the Class Claim for voting and distribution purposes
by the Bankruptcy Court; (ii) use of the Effective Date Payment to
pay in full all Administrative Expenses on the Effective Date;
(iii) the extent that any portion of the Effective date Payment is
remaining after payment in full of all Allowed Administrative
Claims, then the Debtor will fund the GUC Fund and the Class
Action Fund in accordance with the Plan; (iv) payment of quarterly
payments of up to $200,000 per quarter payable from the Debtor's
cash flow for a period of up to two years after the Effective
Date; and (iv) to the extent necessary, the contribution of new
funds into the Debtor through the Kangadis Contribution in the
amount of $500,000 on the Effective Date, and another $500,000 on
the one year anniversary of the Effective Date.

On the Effective Date, the Debtor projects that it will have
approximately $1 million in Cash, and to the extent necessary,
$500,000 of the Kangadis Contribution to make the payments
required under the Plan.  These funds will be sufficient to pay
the payments required under the Plan.

To the extent necessary to pay Allowed Claims under the Plan, the
Debtor will pay from its cash flow an aggregate of $200,000 per
quarter, commencing on June 30, 2015, for up to two years, to be
used to fund the GUC Fund and the Class Action Fund in accordance
with the Plan.

The Debtor says that its projections demonstrate that its business
operations will support the payments required by the Plan.

The Kangadis Contribution is being made to satisfy the
requirements to confirm the Plan under Section 1129 of the
Bankruptcy Code.  If Class 4 and 5 Claims are not paid in full,
then the Kangadis Contribution represents the "new value"
contribution required by the Bankruptcy Code in order for T.
Kangadis to receive the issuance of the 100% of the stock of the
Reorganized Debtor.

In addition, because the Debtor currently has the exclusive right
to file a Chapter 11 plan, the Debtor must provide an opportunity
for third parties to offer greater consideration than the
consideration being offered by the Kangadis Contribution in
exchange for receiving issuance of the 100% stock interest in the
Reorganized Debtor.

The Debtor believes that the treatment of Creditors under the Plan
provides creditors with substantially greater value compared to
what they would receive in liquidation under Chapter 7 of the
Bankruptcy Code.

These are the classes set forth in the Plan:

   * Unclassified Claims consist of U.S. Trustee Fees (estimated
     at $20,000), Administrative Expenses (estimated at $822,000)
     and Priority Tax Claims;

   * Class 1 - Priority Non-Tax Claims (estimated to be $0);

   * Class 2 - Citibank Secured Claim in the amount of
     approximately $2.8 million;

   * Class 3 - Other Secured Claims (estimated to be $0);

   * Class 4 - Class Claims (to be estimated by the Court);

   * Class 5 - General Unsecured Claims (approximately $400,000);

   * Class 6 - Affiliate Claims (amount unknown)

   * Class 7 - Interest Holders.

The Interests in the Debtor are held by T. Kangadis, Aristidis
Kangadis, and Andromahi Kangadis.  As of the Effective Date, all
Interests in the Debtor will be cancelled and extinguished.  In
consideration for the Kangadis Contribution, T. Kangadis will
receive 100% of the new stock issued in the Reorganized Debtor.
Except for T. Kangadis, no Class 7 Interest Holder will receive
any Cash or property under the Plan.  Holders of Class 7 Interests
are not entitled to vote on the Plan, and are deemed to have
rejected the Plan.

Claims in Classes 1, 2, 4, 5 and 6, and Class 7 Interests, are
impaired under the Plan.  The holders of Claims in Classes 1, 2,
4, 5, and 6 are entitled to vote on the Plan.  Class 3 is not
impaired and will be deemed to have accepted the Plan.  Class 7 is
deemed to reject the Plan.

A copy of the Amended Disclosure Statement is available for free
at: http://bankrupt.com/misc/KangadisFood_231_1stDS.pdf

                       About Kangadis Food

Formed in 2003, Kangadis Food Inc. is an importer of olives and
other European delicacies, and a leading distributor of olive oil.
The Debtor sells its products under the brand names "Capatriti,"
"Porto," "Olio Villa," "Zorba," and "Kivotos".  The company is
100% owned by the Kangadis family.  The company says that for the
past six years, the popularity of its olive oil product sold under
the brand name "Capatriti" has grown over time, and it is one of
the leading brands in the New York metropolitan area.

As of its bankruptcy filing, Kangadis Food employs 51 people, and
operates from a 75,000 square foot facility located in Hauppauge,
New York, that serves as a warehouse, production facility, and
shipping center.

Kangadis Food Inc. filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 8-14-72649) in the Central Islip division, in
New York, on June 6, 2014.  Themistoklis Kangadis signed the
petition as chief executive officer.

As of the Dec. 31, 2013, the Debtor, on an unaudited basis, had
total assets of $12,259,802 and total liabilities of $6,136,456,
which amount does not include any disputed claim relating to the
class action.

Judge Robert E. Grossman presides over the case. Silverman
Acampora LLP, in Jericho, New York, serves as the Debtor's
counsel.


KEYPOINT GOVERNMENT: Moody's Cuts Corporate Family Rating to B3
---------------------------------------------------------------
Moody's Investors Service, downgraded the Corporate Family Rating
("CFR") of KeyPoint Government Solutions, Inc. to B3 from B2, as
well as its Probability of Default Rating ("PDR") to Caa1-PD from
B3-PD. The company's senior secured credit facilities consisting
of a $10 million revolving credit facility and a $150 million term
loan, which includes the recently-announced $22 million add on to
the $128 million term loan, have also been downgraded to B3 from
B2. The ratings outlook is stable.

Downgrades:

  Corporate Family Rating, Downgraded to B3 from B2

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

  Senior Secured Bank Credit Facilities, Downgraded to B3 (LGD3)
  from B2 (LGD3)

Outlook Actions:

  Outlook, Remains Stable

Ratings Rationale

KeyPoint's ratings were downgraded to reflect a recent decline in
revenue and an accompanying deterioration in operating profits,
which Moody's views to be emblematic of the unpredictable nature
of demand associated with the company's key customer (the US
government's Office of Personnel Management -- "OPM"). The B3 CFR
also considers a dramatic change in the competitive environment of
the background security clearances sector, prompted by the
disqualification of a major competitor, which Moody's believes
will create short term challenges to KeyPoint before longer-term
gains are realized through an increased level of OPM-mandated
caseload. Additionally, ratings take into consideration the effect
that a recent amendment to KeyPoint's credit facility, which was
necessitated by financial weakening in 2014 and the need to
improve liquidity, as well as costs associated with ramping-up
operations to meet the higher level of business activity prompted
by the sudden increase in market share.

In the first six months of 2014, revenue dropped by 12%, primarily
due to a decrease in caseload as the OPM was slow to recover from
the Q4 2013 government shut down. As a result, operating earnings
fell behind plan, and, although the company was able to maintain
required debt repayments, leverage increased from approximately
4.0 times debt to EBITDA as of December 2013 to 4.5 times as of
June 2014, which is high for a B2 rated company of KeyPoint's
size. Moody's estimates that total revenue for FY 2014 will
continue to lag that of the prior year, with growth resuming in
2015 as the impact of the 2013 shut down subsides, and as the
company takes on additional OPM business.

On September 9, 2014, in reaction to serious data breaches by the
leading participant in the background security clearance industry,
USIS (owned by Altegrity, Caa3, Negative), the OPM ended its
contract with USIS and issued a stop-work order on all cases under
USIS' inventory. This work is now being redistributed to other
contractors, of which KeyPoint is now the market leader. KeyPoint
estimated that its level of OPM caseload increased 84% in weekly
dollar volume since July 2014. This has the potential to
accelerate revenue growth dramatically. Nonetheless, in order to
manage the sudden surge in caseload, the company will face
substantial ramp-up costs over the next several quarters, but
primarily in Q4 2014, which will substantially suppress operating
profits and free cash flow.

To address these issues, the company has recently amended its bank
credit facilities to (a) increase the term loan by $22 million,
providing more liquidity during the ramp-up phase, and (b) provide
more cushion to financial covenants, which Moody's estimates would
have been breached by the end of 2014 otherwise. While the
amendment provides relief from potential liquidity stress, it
nonetheless represents a near term increase in leverage: pro forma
debt to EBITDA is estimated at 5.2 times as of June 2014.
Moreover, with heavy spending expected during the early phases of
the ramp-up period (but before revenue from increased caseloads
are realized), Moody's estimates that leverage could approach 10
times at year end 2014. It is therefore paramount that KeyPoint
demonstrates the ability to rapidly reduce and eliminate these
ramp-up costs by the end of 2015, while smoothly integrating new
resources (mostly employees) to meet caseload levels associated
with its revenue growth estimates in order to maintain its credit
profile.

Over the longer term, and assuming that the company successfully
operates at a higher revenue level as planned, leverage could be
reduced substantially. However, it is likely that the ratings will
remain constrained by the company's size, customer concentration,
and the narrow scope of its service offerings. Moreover, ratings
will continue to reflect limitations on revenue visibility due to
the indefinite delivery/indefinite quality (IDIQ) nature of its
contracts, as well as event and reputational risk that is
associated with the government background security clearances
sector.

KeyPoint is expected to have an adequate liquidity profile in the
near-term. Although the company expects to have almost $16 million
in cash reserves on close of the planned re-financing, free cash
flow will likely be constrained as a result of increased expenses
over the next 12 months as the company ramps-up in preparation for
the expected surge in its caseload. Under terms of the amended
credit facility, the company is required to repay the term loan by
over $4 million quarterly starting in Q1 2015, an amount that
Moody's estimates cannot be funded entirely through free cash flow
throughout 2015. KeyPoint maintains a $10 million revolving credit
facility, which Moody's views to be modest, considering over $7
million of debt service quarterly, including interest. The amended
credit facility prescribes financial covenants that have been
loosened from prior levels in consideration of weak recent
financial performance as well as for expected costs associated
with spending increases associated with growth in business levels.
Covenant levels tighten through 2015, although Moody's estimates
that the company will be in compliance with its financial
maintenance covenants during the next 12-18 months.

The stable outlook reflects Moody's expectation for earnings
improvement in 2015 as KeyPoint will benefit from the increase in
volume due to the exit of its largest competitor. Moody's estimate
that KeyPoint will generate thin free cash flow and maintain
adequate liquidity over the near term as the company ramps-up
spending temporarily to support capacity expansion.

The ratings could be downgraded if revenue growth does not
materialize as planned, possibly due to decreases in cases
assigned by US government customers, or if the company cannot
handle the anticipated increase in caseload. Ratings could also be
negatively impacted by any deterioration in liquidity, such as a
prolonged period of negative free cash flow, a substantial
reduction in cash reserves, prolonged use of a significant portion
of the revolving credit facility to cover cash shortfalls, or
reducing cushion to covenant levels. Debt to EBITDA sustained
above 6.5 times could also result in a lower rating.

The ratings could be upgraded if KeyPoint successfully expands its
scale, demonstrating substantial revenue growth at stable
operating margins, resulting in free cash flow levels that will
allow the company to repay debt. Sustained debt to EBITDA of below
4.5 times and retained cash flow to debt in excess of 10% could
warrant higher rating consideration.

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

KeyPoint Government Solutions, Inc. provides background security
clearance and other services to US government agencies. Revenue
for the twelve months ended June 30, 2014 was approximately $150
million. KeyPoint has been controlled by private equity sponsor
Veritas Capital since its leveraged buyout in 2009.


LAKELAND INDUSTRIES: To Sell $11.2-Mil. Worth of Common Shares
--------------------------------------------------------------
Lakeland Industries, Inc., has entered into a definitive
securities purchase agreement to raise $11.2 million in a private
placement of common stock sold at a price of $10.00 per share.

Proceeds from the financing will be used to fully repay Lakeland's
12% subordinated term loan with LKL Investments, LLC in the
approximate amount of $3.6 million.  The balance of the proceeds
will be used for working capital and general corporate purposes,
including supporting the increased demand for Lakeland's safety
products due to the EBOLA crisis.  Pending such usage, Lakeland
intends to temporarily pay down its senior revolving credit
facility with AloStar Bank of Commerce.

Christopher J. Ryan, the CEO of Lakeland Industries, Inc., stated,
"This offering provides us with the capital we need to turn our
attention to our core businesses and pay down expensive debt.
Funding will go toward expanding our production capacity for our
ChemMAX(R) and MicroMAX(R) protective suit lines in order to keep
up with the significant global demand we have seen from
governments, health organizations, and hospitals currently
purchasing our fluid and pathogen resistant certified hazmat suits
and other accessory items such as boots, sleeves, and aprons used
in the fight against EBOLA."

Pursuant to a registration rights agreement, Lakeland is required
to file a registration statement for the resale of the shares of
common stock issued.  The offering is expected to close next week,
subject to satisfaction of customary closing conditions.

Craig-Hallum Capital Group LLC is acting as exclusive placement
agent in connection with this offering.

                      About Lakeland Industries

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

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

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

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


LAKELAND INDUSTRIES: Ancora Advisors Holds 1.4% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Ancora Advisors, LLC, disclosed that as of
Oct 9, 2014, it beneficially owned 75,631 shares of common stock
of Lakeland Industries, Inc., representing 1.41 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/4rj96g

                     About Lakeland Industries

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

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

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

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


LIGHTSQUARED INC: Shouldn't Be Allowed to Halt Suits, Fund Says
---------------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that Philip Falcone and his hedge fund, Harbinger Capital Partner,
says LightSquared shouldn't be permitted to halt his suits against
the government and Global Positioning System industry, saying the
decision on whether those suits can be stopped should ultimately
be left up to the U.S. District Court, not a bankruptcy judge.

As previously reported by The Troubled Company Reporter, Harbinger
sued the federal government for allegedly reneging on an agreement
regarding wireless venture LightSquared.  In a suit filed on July
11 with the U.S. Court of Federal Claims in Washington, Harbinger
said global positioning systems companies "unlawfully" used
spectrum owned by the Harbinger-backed LightSquared.

Harbinger's lawyers said in the complaint that the hedge fund lost
most of its approximately $1.9 billion investment, despite having
made that investment in specific reliance on the government's
agreement to permit it to build, deploy, and operate a nationwide
broadband network using LightSquared's spectrum.

LightSquared asked the bankruptcy judge overseeing its Chapter 11
case to halt the lawsuits against the GPS industry and the U.S.
government until after the company is out of bankruptcy, saying
the bankruptcy court has the power to stop these suits filed by
Mr. Falcone.  Lightsquared said the money Harbinger is going after
is actually money that could also belong to the LightSquared
estate.

The GPS companies and lobby group being sued by Mr. Falcone want
the bankruptcy judge to reject LightSquared's request to halt most
of the suit, saying they soon could win a dismissal anyway.
Lawyers for the GPS companies and the U.S. GPS Industry Council
said waiting for a judge's ruling on the dismissal request would
be better for LightSquared.

                     About LightSquared Inc.

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

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

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

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


LLRIG TWO LLC: Section 341(a) Meeting Set for Dec. 17
-----------------------------------------------------
A meeting of creditors in the bankruptcy case of LLRIG Two, LLC,
will be held on Dec. 17, 2014, at 12:30 p.m. at Courtroom J, Union
Station.

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

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

LLRIG Two, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Wash. Case No. 14-45610) on Oct. 20, 2014.  The petition was
signed by C. Brent McCausland as member.  The Debtor disclosed
total assets of $10.32 million and total liabilities of $5.47
million.  Beecher & Conniff is the Debtor's counsel.  Judge
Paul B. Snyder presides over the case.


MACKEYSER HOLDINGS: Says Deal Creates Possibility for Recovery
--------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that MacKeyser Holdings LLC, once the owner of 80
eye-care and hearing-aid stores in 14 states, won approval of a
settlement that the company said "provides the possibility of a
recovery for general unsecured creditors."  According to the
report, a principal feature of the settlement is a waiver of
claims against suppliers for payments received in three months
before bankruptcy.

                    About MacKeyser Holdings

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

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

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

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

The U.S. Trustee for Region 3 has appointed three creditors
to serve on the official committee of unsecured creditors.


MCCLATCHY CO: Incurs $2.8 Million Net Loss in Third Quarter
-----------------------------------------------------------
The McClatchy Company reported a net loss of $2.76 million on
$277.63 million of net revenues for the quarter ended Sept. 28,
2014, compared to net income of $7.26 million on $287.04 million
of net revenues for the quarter ended Sept. 29, 2013.

For the nine months ended Sept. 28, 2014, the Company reported net
income of $71.34 million on $850.26 million of net revenues
compared to net income of $6.27 million on $877.29 million of net
revenues for the nine months ended Sept. 29, 2013.

The previously announced sale of McClatchy's 25.6% interest in
Classified Ventures (CV) to Gannett Co., Inc., closed on Oct. 1,
2014, the first week of McClatchy's 2014 fiscal fourth quarter.
CV operates the online auto site Cars.com.  Proceeds to McClatchy,
net of transaction costs, were $631.8 million.  Pursuant to the
sale agreement, $25.6 million of the net proceeds to be received
by McClatchy will be held in escrow until Oct. 1, 2015.  Just
prior to the closing of the transaction, CV distributed
approximately $6.0 million to McClatchy reflecting its share of
CV's earnings.  After-tax proceeds from the sale are anticipated
to be approximately $406 million.

Commenting on McClatchy's sale of its interest in CV and the
company's third quarter results, Pat Talamantes, McClatchy's
president and CEO, said, "Selling CV was a significant transaction
for our company and our shareholders.  We received a great price
that reflects the strength of the Cars.com franchise while
maintaining a five-year affiliate agreement with Cars.com that
gives us the right to sell Cars.com products and services to our
customers.  The sale of our interest in CV helps provide us the
liquidity to execute on our continuing digital transformation and
cash for other corporate purposes, including reducing our debt
over time."

Talamantes continued, "The diversification of our business away
from print advertising benefited us in the third quarter of 2014.
While we were impacted by a sluggish print retail environment and
a substantial decline in national advertising, we saw continued
growth in other revenues, including digital advertising and
audience revenues.  In fact, total digital-only revenues,
excluding the impact of selling Apartments.com in April, grew 9.1%
in the third quarter compared to the third quarter of 2013.
Together with direct marketing and other non-traditional revenues,
our non-print advertising revenue categories, accounting for 64%
of our revenues, grew 0.5% in the same periods."

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

                         http://is.gd/LGjHLh

                     Amendment to Credit Facility

On Oct. 21, 2014, McClatchy and Bank of America, N.A., as
administrative agent on behalf of the lenders from time to time
party to the Credit Facility, entered into an amendment to the
Third Amended and Restated Credit Agreement, dated as of Dec. 18,
2012, among the Company, Bank of America, N.A., as Administrative
Agent, Issuing Bank and L/C Issuer, JPMorgan Chase Bank, N.A., as
Syndication Agent, and the Lenders.  The Amendment amends the
Company's Credit Facility to, among other things:

    (i) reduce the Lenders' aggregate commitments under the Credit
        Facility from $75.0 million to $65.0 million; and

   (ii) extend the maturity date from Dec. 18, 2017, to
        Dec. 18, 2019.

                    Letter of Credit Facility

On Oct. 21, 2014, the Company and Bank of America, N.A., entered
into a Collateralized Issuance and Reimbursement Agreement,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.  Pursuant to the terms of the LC Agreement,
the Company may request the LC Issuer to issue letters of credit
on its behalf in an aggregate face amount at any time outstanding
not to exceed $35.0 million.  The Company is required to provide
cash collateral equal to 101% of the aggregate undrawn stated
amount of each outstanding LC issued pursuant to the LC Agreement.
As of Oct. 21, 2014, there were no LCs outstanding under the LC
Agreement.

The LC Agreement contains customary events of default,
representations and warranties for facilities of this type.  The
Company has agreed to pay the LC Issuer customary fees, including
a commitment fee equal to 0.50% per annum on the daily unused
portion of the Commitment Amount for each day that the aggregate
stated amount of all outstanding LCs is less than half of the
Commitment Amount.  The maturity date for the LC Agreement is
Dec. 18, 2019.

                      About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company reported net income of $18.80 million for the year
ended Dec. 29, 2013, as compared with a net loss of $144,000 for
the year ended Dec. 30, 2012.

The Company's balance sheet at June 29, 2014, showed $2.68 billion
in total assets, $2.36 billion in total liabilities and $318.93
million in stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.

As reported by the TCR on April 2, 2014, Standard & Poor's Ratings
Services affirmed all ratings on U.S. newspaper company The
McClatchy Co., including the 'B-' corporate credit rating, and
revised the rating outlook to stable from positive.  The outlook
revision to stable reflects S&P's expectation that the
timeframe for a potential upgrade lies beyond the next 12 months,
and could also depend on the company realizing value from its
digital minority interests.


MEDIJANE HOLDINGS: Has $840K Net Loss in Aug. 31 Quarter
--------------------------------------------------------
MediJane Holdings Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $840,768 on $2,780 of revenues for the three months ended
Aug. 31, 2014, compared with net income of $6,902 on $nil of
revenues in the prior year.

The Company's balance sheet at Aug. 31, 2014, showed
$13.5 million in total assets, $443,000 in total liabilities and
total stockholders' equity of $13.03 million.

The Company's total operating expenditure plan for the following
twelve months will require significant cash resources to meet the
goals of its business plan.  The continuation of the Company as a
going concern is dependent upon the continued financial support
from its management, and its ability to identify future investment
opportunities and obtain the necessary debt or equity financing,
and generating profitable operations from the Company's future
operations.  These factors raise substantial doubt regarding 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/Tb7QM3

MediJane Holdings, Inc., engages in the business of marketing and
distributing products within the medical marijuana industry,
including transdermal patches, capsules, sublingual sprays, oral
strips, and other medical delivery systems.  The company was
founded by Brent Millward on April 21, 2009 and is headquartered
in Longmont, CO.


NATIONAL REPUBLIC BANK: Bank of Texas Assumes All of Deposits
-------------------------------------------------------------
The National Republic Bank of Chicago, Chicago, Illinois, was
closed by the Office of the Comptroller of the Currency, which
appointed the Federal Deposit Insurance Corporation (FDIC) as
receiver. To protect the depositors, the FDIC entered into a
purchase and assumption agreement with State Bank of Texas,
Dallas, Texas, to assume all of the deposits of The National
Republic Bank of Chicago.

The two branches of The National Republic Bank of Chicago will
reopen as branches of State Bank of Texas during their normal
business hours. Depositors of The National Republic Bank of
Chicago will automatically become depositors of State Bank of
Texas.  Deposits will continue to be insured by the FDIC, so there
is no need for customers to change their banking relationship in
order to retain their deposit insurance coverage up to applicable
limits.  Customers of The National Republic Bank of Chicago should
continue to use their current branch until they receive notice
from State Bank of Texas that systems conversions have been
completed to allow full-service banking at all branches of State
Bank of Texas.

Depositors of The National Republic Bank of Chicago can continue
to access their money by writing checks or using ATM or debit
cards. Checks drawn on the bank will continue to be processed.

Loan customers should continue to make their payments as usual.

As of June 30, 2014, The National Republic Bank of Chicago had
approximately $954.4 million in total assets and $915.3 million in
total deposits.  In addition to assuming all of the deposits of
The National Republic Bank of Chicago, State Bank of Texas agreed
to purchase approximately $626.1 million of the failed bank's
assets.  The FDIC will retain the remaining assets for later
disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $111.6 million.  Compared to other alternatives,
State Bank of Texas' acquisition was the least costly resolution
for the FDIC's DIF.  The National Republic Bank of Chicago is the
16th FDIC-insured institution to fail in the nation this year, and
the fifth in Illinois.  The last FDIC-insured institution closed
in the state was GreenChoice Bank, fsb, Chicago, on July 25, 2014.


NBRS FINANCIAL: 15th Bank Failure in 2014
-----------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that NBRS Financial from Rising Sun, Maryland,
which was taken over by regulators on Oct. 17, became the 15th
bank to fail this year.  According to the report, the failed bank
had deposits of $183.1 million and will cost the Federal Deposit
Insurance Corp. an estimated $24.3 million.


NE OPCO: Has Until Dec. 10 to File Chapter 11 Plan
--------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware extended NE Opco, Inc., et al.'s exclusive
plan filing period through and including Dec. 10, 2014, and their
exclusive solicitation period through and including Feb. 10, 2015.

The Debtors originally asked for a Jan. 5, 2015, extension of
their plan filing date, and a March 2, 2015, extension of their
solicitation date, but they shortened the extension to resolve the
informal comment from the Office of the U.S. Trustee, the Debtors'
counsel, Tyler D. Semmelman, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, said.

                       About NE OPCO, Inc.

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the 2013 case, the company tapped the law firm Richards, Layton
& Finger as counsel, PricewaterhouseCoopers LLP as financial
adviser, and Epiq Bankruptcy Solutions as claims and notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

National Envelope won court approval on July 19, 2013, for a
global settlement permitting a sale of the company without
objection from the official unsecured creditors' committee.  The
settlement ensures some recovery for unsecured creditors.  The
Company also won final approval for $67.5 million in bankruptcy
financing being supplied by Salus Capital Partners LLC.

Judge Christopher Sontchi authorized three buyers to acquire
National Envelope's business for a total of about $70 million.
Connecticut-based printer Cenveo Inc. acquired National Envelope's
operating assets for $25 million, Hilco Receivables LLC picked up
accounts receivable for $25 million and Southern Paper LLC took on
its inventory for $15 million.


NEXSTAR BROADCASTING: KASW-TV Deal No Impact on Moody's B2 CFR
--------------------------------------------------------------
Moody's says the announced plan of Nexstar Broadcasting Group,
Inc. to acquire the assets of KASW-TV, the CW affiliate serving
the Phoenix, Arizona, market for $68 million plus working capital
does not impact the B2 Corporate Family Rating or positive outlook
of Nexstar Broadcasting, Inc. (Nexstar). Moody's does not believe
the acquisition would meaningfully impact credit metrics, and it
would enhance scale and geographic diversification.

Moody's expects the company to fund the transaction with a
combination of internally generated cash and bank debt. Based on
the size of the purchase price relative to Nexstar's total debt of
approximately $1.3 billion (pro forma estimate for previously
announced acquisitions) and the purchase price multiple of 5.5
times, Moody's does not believe it will significantly alter the
company's leverage. Moody's estimates leverage in the low 5 times
debt-to-EBITDA range on a two year average basis pro forma for all
announced transactions.

The acquisition expands the company's scale and improves
geographic diversification, with the addition of a television
station in a market new to Nexstar. It also adds a larger market
presence, and Phoenix would represent Nexstar's second largest
DMA. Moody's expects both revenue and cost synergies to contribute
to EBITDA growth, as Nexstar will reset retransmission fees to its
more favorable terms shortly after close.

Furthermore, through refinancing activity, Nexstar has reduced its
weighted average cost of debt to approximately 5% from the mid 6%
range in the first half of 2013 and over 7% the prior year. As
such, interest expense does not increase commensurately with the
incremental debt incurred to fund acquisitions, so the EBITDA
gained from stations acquired boosts free cash flow.

Moody's will evaluate the impact of any new financing on ratings
for existing debt as details of the likely long term financing
structure become more clear.

Based in Irving, Texas, Nexstar owns, operates, programs or
provides sales and other services to 80 television stations and 21
related digital multicast signals reaching 46 markets or
approximately 13.1% of all U.S. television households, and its
last twelve months revenue through June 30 was $545 million. Pro-
forma for the completion of all announced transactions, Nexstar's
portfolio will increase to 108 television stations in 57 markets
reaching approximately 17.3% of all U.S. television households.


NYTEX ENERGY: Incurs $164,000 Net Loss in Second Quarter
--------------------------------------------------------
Nytex Energy Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $163,982 on $364,604 of total revenues for the three
months ended June 30, 2014, compared to a net loss of $576,795 on
$171,279 of total revenues for the same period in 2013.

For the six months ended June 30, 2014, the Company reported a net
loss of $605,209 on $441,071 of total revenues compared to a net
loss of $1.24 million on $620,852 of total revenues for the same
period last year.

The Company's balance sheet at June 30, 2014, showed $5.55 million
in total assets, $1.80 million in total liabilities, $3.72 million
in preferred stock, and $24,623 in total stockholders' equity.

"We cannot be certain that our existing sources of cash will be
adequate to meet our liquidity requirements, including cash
requirements that may be due under existing debt obligations as
well as amounts due to our vendors in the normal course of
business.  For the six months ended June 30, 2014, we incurred a
net loss of $605,209, and have an accumulated deficit totaling
$19,777,979, all of which casts substantial doubt about the
Company's ability to continue as a going concern.  The Company's
ability to continue as a going concern is dependent upon its
ability to generate future profitable operations and/or to obtain
the necessary financing from shareholders or other sources to meet
its obligations and repay its liabilities arising from normal
business operations when they come due," the Company stated in the
Quarterly Report.

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

                         http://is.gd/kdgrgC

                         About NYTEX Energy

Located in Dallas, Texas, Nytex Energy Holdings, Inc., is an
energy holding company with operations centralized in two
subsidiaries, Francis Drilling Fluids, Ltd. ("FDF") and NYTEX
Petroleum, Inc. ("NYTEX Petroleum").  FDF is a 35 year old full-
service provider of drilling, completion and specialized fluids
and specialty additives; technical and environmental support
services; industrial cleaning services; equipment rentals; and
transportation, handling and storage of fluids and dry products
for the oil and gas industry.  NYTEX Petroleum, Inc., is an
exploration and production company focusing on early stage
development of minor oil and gas resource plays within the United
States.

NYTEX Energy reported a net loss of $2.67 million in 2013
following a net loss of $5.15 million in 2012.

In their report on the Company's consolidated financial statements
for the year ended Dec. 31, 2013, Whitley Penn LLP expressed
substantial doubt about the Company's ability to continue as a
going concern, citing that the Company will need additional
working capital to fund operations.


OMNICOMM SYSTEMS: Files Financial Statements of Promasys
--------------------------------------------------------
Omnicomm Systems, Inc., filed an amended report on Form 8-K/A with
the U.S. Securities and Exchange Commission to include financial
information of Promasys B.V., a Netherlands company.

A copy of the Financial Statements is available for free at:

                        http://is.gd/Lj1O2q

A copy of the Unaudited Pro Forma Condensed Combined Consolidated
Financial Information is available at http://is.gd/F5VsRB

On Nov. 11, 2013, with economic effect as of Oct. 31, 2013,
OmniComm Systems acquired 100% of the capital stock of Promasys
from the four shareholders of Promasys B.V. pursuant to a share
purchase agreement and as a result, Promasys became Omnicomm's
wholly owned subsidiary.

Subsequent to the closing date of the Company's acquisition of
Promasys and continuing until recently, the Company determined
that it incorrectly applied the provisions of Item 9 of Form 8-K
and Article 8 of Regulation S-X under the Exchange Act, as a
result of which, (a) the Company concluded, incorrectly, that its
acquisition of Promasys was not a "significant acquisition" within
the meaning of Regulation S-X, and (b) the Company did not timely
file a periodic report containing the audited financial
statements, unaudited interim financial statements or pro-forma
financial information required under Rules 8-04 and 8-05 of
Regulation S-X to be filed in connection with its acquisition of
Promasys.

The SEC has indicated that the failure to file a report required
to be filed under the Exchange Act may be evidence of a weakness
in disclosure controls.  Moreover, the Company's incorrect
application of Item 9 of Form 8-K and Article 8 of Regulation S-X
in connection with its acquisition of Promasys could be indicative
of a deficiency in its internal control over financial reporting.
In order to reduce the likelihood that a similar event will occur
in the future, the Company has taken remedial action.

                       About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare
technology company that provides Web-based electronic data capture
("EDC") solutions and related value-added services to
pharmaceutical and biotech companies, clinical research
organizations, and other clinical trial sponsors principally
located in the United States and Europe.

OmniComm Systems reported a net loss attributable to common
stockholders of $3.36 million in 2013, following a net loss
attributable to common stockholders of $8.06 million in 2012.

As of June 30, 2014, the Company had $7.03 million in total
assets, $39.36 million in total liabilities and a $32.32 million
total shareholders' deficit.

"The ability of the Company to continue in existence is dependent
on its having sufficient financial resources to bring products and
services to market for marketplace acceptance.  As a result of our
historical operating losses, negative cash flows and accumulated
deficits for the period ending June 30, 2014 there is substantial
doubt about the Company's ability to continue as a going concern,"
the Company said in its quarterly report for the period ended
June 30, 2014.


ONKAR LODGING: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Onkar Lodging
           dba Comfort Suites
        215 Richill Drive
        Texarkana, TX 75503

Case No.: 14-50180

Chapter 11 Petition Date: October 23, 2014

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

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: joyce@joycelindauer.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Maljinder Singh, owner.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/txeb14-50180.pdf


OXYSURE SYSTEMS: To Merge With Estill Medical Technologies
----------------------------------------------------------
OxySure Systems, Inc., and Estill Medical Technologies, the
creator of the FDA-cleared "Thermal Angel Blood and IV Fluid
Infusion Warmer", announced a merger between the two companies.
The combined entity will trade under the OTCQB stock symbol
"OXYS".

Financial Highlights:

   * Combined market size close to $1B annually, with about 50% in
     the US alone

   * The merger creates a combined entity with initial annual
     revenues expected to be in excess of $10 million

   * Anticipated annual synergies of $2-3 million, improved cash
     flows and a strengthened balance sheet

   * Significantly improved financial strength, flexibility and
     product capabilities

   * Ability to deliver long-term operating performance and
     improvements through increased scale and significant
     synergies

The companies signed definitive agreements in respect of the
merger, which creates an emerging medical device leader with
strong roots in the emergency medical space.  The companies'
combined product portfolio addresses critical needs in both first-
responder and pre-responder markets, as well as the military.  The
combined company plans to be a platform company for additional
product and market expansion to enhance its market position and
appeal on an expedited timeframe.

This step also moves OxySure one step closer to its stated goal of
uplisting the company to a national exchange.

OxySure's CEO, Julian Ross commented, "Bringing our two companies
together is a great development not only for us, but for our
customers, who will benefit from our unique and innovative
products, available through a broader, multi-channel, global
distribution network.  The combined entity creates a shared and
leveraged business platform that optimizes Business Operations,
Manufacturing & Distribution, Research & Development and Sales &
Marketing.  This transaction represents the first step towards
enhancing our platform of proven, life-saving products geared
towards enabling first-responders."

Jay Lopez, CEO of Estill Medical Technologies added, "Our Thermal
Angel is a life-saving medical device used as a standard of care
by the U.S. Military, in both combat and non-combat environments.
By joining forces with OxySure, we will be able to offer new
products to our existing caregivers, patients, and distribution
channels.  We are now well positioned to deliver sustained growth
and long-term operating improvement, as well as greater potential
for earnings expansion and improved cash flow generation.  The
merger will combine both companies' product development
capabilities and sales and marketing networks, with no overlap,
strengthening the combined companies' ability to serve customers
both domestically and internationally.  I'm confident that this
partnership will bring positive changes for both companies and our
combined family of customers."

Julian Ross will remain as Chairman and CEO of the combined
company, while Jay Lopez will become president and COO of the
consolidated companies' operating business.

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

                         http://is.gd/jouj81

                       About OxySure Systems

Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a
medical technology company that focuses on the design, manufacture
and distribution of specialty respiratory and emergency medical
solutions.  The company pioneered a safe and easy to use solution
to produce medically pure (USP) oxygen from inert powders.  The
Company owns nine (9) issued patents and patents pending on this
technology which makes the provision of emergency oxygen safer,
more accessible and easier to use than traditional oxygen
provision systems.

The Company incurred a net loss of $712,452 in 2013 as compared
with a net loss of $1.14 million in 2012.

As of June 30, 2014, the Company had $2.02 million in total
assets, $1.15 million in total liabilities and $867,239 in total
stockholders' equity.

Sadler, Gibb & Associates, LLC, in Salt Lake, UT, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company had accumulated losses of $15,287,647 as of
Dec. 31, 2013, which raises substantial doubt about its ability to
continue as a going concern.


PETTERS COMPANY: Elistone Fund Agrees to Reduce Claim by $23MM
--------------------------------------------------------------
Douglas A. Kelley, the chapter 11 trustee in the bankruptcy case
of Petters Company, Inc., et al., and the Official Committee of
Unsecured Creditors have entered into a settlement with the
Elistone Fund.

From March through June 2008, Elistone invested $60.4 million with
PL, a subsidiary of Petters Company. The money invested is covered
by 21 promissory notes.  Under the settlement reached by the
Trustee, Elistone will reduce its claim against the Debtors from
$33.7 million to $10 million and dismiss its appeal of the Court's
order substantively consolidating PCI and its subsidiaries. In
exchange, the Trustee will dismiss its claim against Elistone and
its affiliates related to the payments and the PCI's estate will
guaranty a 10% minimum distribution to Elistone.

The Committee believes that the $23.7 million reduction in
Elistone's allowed claim provides significant value to the estate
by reducing the Trustee's ultimate distribution to Elistone. The
benefits, according to the Committtee, are valuable to the estate
and will constitute a reasonable settlement of the Trustee's
claims.

The Trustee, likewise, believes that the Settlement Agreement wil
provide immediate and concrete benefit to the Bankruptcy Estates
and their creditors while minimizing the risks, costs, and delay
of administering the Bankruptcy Estates through further
litigation.

                    About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.

The Official Committee of Unsecured Creditors is represented by:

     David E. Runck, Esq.
     Lorie A. Klein, Esq.
     FAFINSKI MARK & JOHNSON, P.A.
     400 Flagship Corporate Center
     775 Prairie Center Drive
     Eden Prairie, MN 55344
     Telephone:  (952) 995-9500
     Facsimile:  (952) 995-9577
     E-mail: David.Runck@fmjlaw.com
             Lorie.Klein@fmjlaw.com

Trustee Douglas A. Kelley is represented by:

     James A. Lodoen, Esq.
     Mark D. Larsen, Esq.
     Kirstin D. Kanski, Esq.
     Adam C. Ballinger, Esq.
     LINDQUIST & VENNUM LLP
     4200 IDS Center
     80 South Eighth Street
     Minneapolis, MN 55402-2274
     Tel: (612) 371-3211
     Fax: (612) 371-3207
     E-mail: jlodoen@lindquist.com
             mlarsen@lindquist.com
             kkanski@lindquist.com
             aballinger@lindquist.com


PHL VARIABLE INSURANCE: Has $16.8-Mil. Net Loss in First Quarter
----------------------------------------------------------------
PHL Variable Insurance Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $16.8 million on $97.7 million of total revenues for
the three months ended March 31, 2014, compared with a net loss of
$20.4 million on $108.8 million of total revenues for the same
period last year.

The Company's balance sheet at March 31, 2014, showed
$7.33 billion in total assets, $6.97 billion in total liabilities,
and total stockholders' equity of $352.8 million.

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

                       http://is.gd/2Rk5FO

PHL Variable Insurance Company provides life insurance and annuity
products to affluent and middle market consumers in the United
States.  It offers universal life, variable universal life, and
other life insurance products; and deferred, fixed, and variable
annuities with various death benefit and guaranteed living benefit
options.  PHL Variable Insurance Company markets its products
through independent agents and financial advisors.  The company
was incorporated in 1981 and is headquartered in Hartford,
Connecticut. PHL Variable Insurance Company is a subsidiary of PM
Holdings, Inc.


POSITIVE HEALTH: Appeals Court Nets Out Value Defense on Transfer
-----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the U.S. Court of Appeals in New Orleans
adopted a netting approach to decide the amount of a defense that
can be raised by the recipient of a fraudulent transfer under
Section 548(c) of the Bankruptcy Code in a bankruptcy case where
the business occupied a building owned by a sister corporation.

According to the report, writing for the three-judge panel, U.S.
Circuit Judge Gregg Costa pointed to a 2002 decision from the New
Orleans court in a case called Jimmy Swaggart Ministries, which
said that value is determined by what the bank gave up, not what
the bankrupt received.  Judge Costa said courts in Ponzi-scheme
cases habitually use a netting approach in requiring victims to
repay bogus profits, the report related.

The appeals case is William v. Federal Deposit Insurance Corp.,
12-20687, U.S. Court of Appeals for the Fifth Circuit (New
Orleans).

The Chapter 11 case is In Re Positive Health Management, Case No.
08-31630 (Bankr. S.D. Tex. ).  The Chapter 11 Petition was filed
on March 11, 2008.


POSITIVEID CORP: Inks GlucoChip & Settlement Pact With VeriTeQ
--------------------------------------------------------------
PositiveID Corporation, on Oct. 20, 2014, entered into a GlucoChip
and Settlement Agreement with VeriTeQ Corporation, the purpose of
which is to transfer the final element of the Company's
implantable microchip business to VeriTeQ, to provide for a period
of financial support to VeriTeQ to develop that technology, and to
provide for settlement of the $222,115 owed by VeriTeQ to the
Company under a shared services agreement under which the Company
had provided financial support to VeriTeQ during 2012 and early
2013.

The Agreement provides for the termination of the License
Agreement entered into between the Company and VeriTeQ on Aug. 28,
2012, whereby the Company had retained an exclusive license to the
GlucoChip technology.  Pursuant to the Agreement, the Company
retains its right to any future royalties from the sale of
GlucoChip or any other implantable bio-sensor applications.  The
Agreement also provided for the settlement of the amounts owed
pursuant to the Shared Services Agreement entered into between the
Company and VeriTeQ on Jan. 11, 2012, as amended.  The current
outstanding amount of $222,115 pursuant to the SSA was settled by
VeriTeQ issuing a Convertible Promissory Note to the Company.
Note I bears interest at the rate of 10% per annum; is due and
payable on Oct. 20, 2016; and may be converted by the Company at
any time after 190 days of the date of closing into shares of
VeriTeQ common stock at a conversion price equal to a 40% discount
of the average of the three lowest daily trading prices (as set
forth in Note I) calculated at the time of conversion.  Note I
also contains certain representations, warranties, covenants and
events of default, and increases in the amount of the principal
and interest rates under Note I in the event of such defaults.
Additionally, pursuant to the Agreement, VeriTeQ has agreed to
provide an initial common share reserve of 10,000,000 shares of
common stock under its outstanding warrant with the Company.  In
addition, VeriTeQ has agreed to increase the reserved shares to
cover twice the number of shares of common stock due if the
warrant were exercised in full and maintain the number of reserved
shares of common stock at that level.

Pursuant to the Agreement, the Company also agreed to provide
financial support to VeriTeQ, for a period of up to two years, in
the form of convertible promissory notes.  On Oct. 20, 2014, the
Company funded VeriTeQ $60,000 and VeriTeQ issued the Company a
Convertible Promissory Note in the principal amount of $60,000.
Note II bears interest at the rate of 10% per annum; is due and
payable on Oct. 20, 2015; and may be converted by the Company at
any time after 190 days of the date of closing into shares of
VeriTeQ common stock at a conversion price equal to a 40% discount
of the average of the three lowest daily trading prices (as set
forth in Note II) calculated at the time of conversion.  Note II
also contains certain representations, warranties, covenants and
events of default, and increases in the amount of the principal
and interest rates under Note II in the event of such defaults.

Pursuant to the Agreement, the Company agreed to provide VeriTeQ
with continuing financial support through issuance of additional
convertible promissory notes with similar terms and conditions as
Note II.  The continuing financial support is not required to be
more frequent than every 100 days and may not be in excess of
$50,000 in any individual note.

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID reported a net loss attributable to common stockholders
of $13.33 million on $0 of revenue for the year ended Dec. 31,
2013, as compared with a net loss attributable to common
stockholders of $25.30 million on $0 of revenue in 2012.

As of June 30, 2014, the Company had $1.19 million in total
assets, $6.98 million in total liabilities, all current, $1.21
million in mandatorily redeemable preferred stock and a $6.99
million total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has a working capital deficiency and an accumulated
deficit.  Additionally, the Company has incurred operating losses
since its inception and expects operating losses to continue
during 2014.  These conditions raise substantial doubt about its
ability to continue as a going concern.


PRECISION OPTICS: Amends 1.7 Million Common Shares Prospectus
-------------------------------------------------------------
Precision Optics Corporation, Inc., filed with the U.S. Securities
and Exchange Commission an amended Form S-1 registration statement
relating to the sale or other disposition of up to 1,717,152
shares of the Company's common stock by Arnold Schumsky, Bird
Asset Management, LP, Hershey Strategic Capital, LP, et al.

The Company is not selling any securities in this offering and
therefore will not receive any proceeds from this offering.  All
costs associated with this registration will be borne by the
Company.

The Company's common stock is quoted on the OTCQB under the symbol
"PEYE."  On Oct. 17, 2014, the last reported sale price of the
Company's common stock was $0.64 per share.

A copy of the Form S-1/A prospectus is available for free at:

                         http://is.gd/bGj8zB

                       About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company's balance sheet at June 30, 2014, showed $1.83 million
in total assets, $1.09 million in total liabilities, all current,
and $740,584 in total stockholders' equity.

Precision Optics reported a net loss of $1.16 million on $3.65
million of revenues for the year ended June 30, 2014, compared to
a net loss of $1.78 million on $2.51 million of revenues for the
year ended June 30, 2013.  Precision Optics reported a net loss of
$380,434 for the quarter ended March 31, 2014.


PVA APARTMENTS: Section 341(a) Meeting Set for Nov. 10
------------------------------------------------------
A meeting of creditors in the bankruptcy case of PVA Apartments,
LLC, will be held on Nov. 10, 2014, at 9:00 a.m. at Oakland U.S.
Trustee Office.  Creditors have until Feb. 9, 2015, to submit
their proofs of claim.

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

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

PVA Apartments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Calif. Case No. 14-44224) on Oct. 18, 2014.  The
petition was signed by Eric Terrell as shareholder.  The Debtor
estimated assets of $10 million to $50 million and liabilities of
$1 million to $10 million.  The Law Offices of Sydney Jay Hall
serves as the Debtor's counsel.  Judge Roger L. Efremsky is
assigned to the case.

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


REICHHOLD HOLDINGS: Proposes Dickstein as Special Counsel
---------------------------------------------------------
Reichhold Holdings US, Inc., et al., seek approval to employ
Dickstein Shapiro as special counsel, nunc pro tunc to Sept. 30,
2014.

A hearing is slated Oct. 27, 2014, at 2:00 p.m.

Dickstein will assist the Debtors in proceedings relating to
insurance coverage for asbestos lawsuits.  Specifically, Dickstein
will, among other things:

   (i) analyze the Debtors' available insurance assets;

  (ii) communicate with the Debtors' insurance companies regarding
insurance issues during the bankruptcy case; and

(iii) negotiate with various bankruptcy constituencies, including
official committee and others with regard to insurance issues.

Dickstein will work closely with the Debtors' other professionals,
including Cole, schotz, Meisel, Forman & Leonard, P.A., proposed
counsel to the debtors, to avoid duplication of efforts.

John E. Heintz, a partner of Dickstein and head of insurance
coverage practice, will be Disckstein's lead lawyer in the matter.
The hourly rates of Mr. Heintz and other attorneys are:

         Mr. Heintz                        $1,050
         Justin Lavella                      $610
         Kyle Brinkman                       $495

         Partners and Special Counsel    $450 - $1,050
         Associates                      $265 -   $600
         Paralegals                          $245

On Aug. 5, 2014, Dickstein received a $10,000 retainer.  On
Sept. 29, after Dickstein applied the retainer, the remaining
balance is $3,120.

To the best of the Debtors' knowledge, Dickstein does not
represent any interest adverse to the Debtors and their estates
with respect to matters within the scope of employment.

                          About Reichhold

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

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

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

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

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

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

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

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

The cases are assigned to Judge Mary F. Walrath.

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


REICHHOLD HOLDINGS: Proposes Cole Schotz as Bankruptcy Counsel
--------------------------------------------------------------
Reichhold Holdings US, Inc., et al., seek approval to employ Cole
Schotz, Meisel, Forman & Leonard, P.A., as counsel, nunc pro tunc
to Sept. 30, 2014.

A hearing is slated for Oct. 27, 2014, at 2:00 p.m.

According to the Debtors, Cole Schotz will work closely with other
professionals to avoid duplication of efforts.

The hourly rates of Cole Schotz' personnel are:

         Members and Special Counsel          $385 - $825
         Associates                           $195 - $425
         Paralegals                           $175 - $255
         Litigation Support Specialists       $250 - $350

Cole Schotz received retainers and payments totaling $1,237,168.
After application of expenses, there remains $213,836 in the
retainer which constitutes a general or evergreen retainer.

To the best of the Debtors' knowledge, Cole Schotz is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                          About Reichhold

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

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

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

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

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

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

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

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

The cases are assigned to Judge Mary F. Walrath.

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


REICHHOLD HOLDINGS: Taps Hunton & Williams as Environ. Counsel
--------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Oct. 27, 2014, at
2:00 p.m., to consider Reichhold Holdings US, Inc., et al.'s
motion to employ Hunton & Williams LLP as special counsel.

Hunton will represent the Debtors on, among other things:

   i) environment matters; and

  ii) certain historical matters, including but not limited to,
intellectual property, asbestos litigation, intercompany
transactions nunc pro tunc to Sept. 30, 2014.

Hunton has represented the Debtors for more than 20 years with
respect to environmental well as many other matters.  Daniel E.
Uyesato served as the Debtors' in-house counsel for almost 16
years, the last five as its general counsel.

Prepetition, Hunton received an advanced retainer of $100,000.

The personnel responsible in the engagement and their hourly rates
are:

         Mr. Uyesato                      $600
         Matthew F. Hanchey               $380

The hourly rates have been discounted for the Debtors.

To the best of the Debtors' knowledge, Hunton does not hold or
represent any interest adverse to the Debtors or the estate.

                          About Reichhold

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

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

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

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

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

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

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

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

The cases are assigned to Judge Mary F. Walrath.

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

                          About Reichhold

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

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

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

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

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

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

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

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

The cases are assigned to Judge Mary F. Walrath.

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


REVEL AC: Wants Cheaper Energy; Appeal Filed on Sale
----------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the Revel casino in Atlantic City, New Jersey,
wants the court to determine the fair market value of energy
supplied after bankruptcy by ACR Energy Partners LLC.  According
to the report, the shuttered casino believes it shouldn't pay fees
bearing no relation to the amount of energy actually supplied.

Meanwhile, Glenn Straub, owner of Polo North Country Club Inc.,
filed an appeal from sale approval after losing to Brookfield
Property Partners LP's $110 million bid for the casino operator.

                          About Revel AC

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

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

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

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

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

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

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


RITE AID: Inks Stock Trading Plan With Messrs. Montini & Vitrano
----------------------------------------------------------------
Enio A. Montini, executive vice president of Merchandising of Rite
Aid Corporation, entered into a pre-arranged stock trading plan to
exercise his options to purchase a limited number of shares of the
Company's common stock, par value $1.00 per share, and to sell the
shares acquired on exercise for personal financial management
purposes.

On Oct. 20, 2014, Frank G. Vitrano, senior executive vice
president and chief administrative officer of the Company, entered
into a pre-arranged stock trading plan to exercise his options to
purchase a limited number of shares of Common Stock and to sell
the shares acquired on exercise for personal financial management
purposes.

The Montini 10b5-1 Plan allows for the exercise of options to
purchase a maximum of 309,275 shares of Common Stock if the Common
Stock reaches specified market prices during the period commencing
Dec. 22, 2014, and continuing until the options to purchase all
309,275 shares have been exercised and the acquired shares sold,
or Sept. 18, 2015, whichever occurs first.  The shares acquired
upon exercise will be sold contemporaneously with the exercise.

The Vitrano 10b5-1 Plan allows for the exercise of options to
purchase a maximum of 1,070,181 shares of Common Stock if the
Common Stock reaches specified market prices during the period
commencing Dec. 22, 2014, and continuing until the options to
purchase all 1,070,181 shares have been exercised and the acquired
shares sold, or June 18, 2015, whichever occurs first.  The shares
acquired upon exercise will be sold contemporaneously with the
exercise.

The Plans were designed to comply with the guidelines specified in
Rule 10b5-1 promulgated under the Securities Exchange Act of 1934,
as amended, which permit persons to enter into a pre-arranged plan
for buying or selling Company stock at a time when such person is
not in possession of material, nonpublic information about the
Company.  Messrs. Montini and Vitrano will continue to be subject
to the Company's stock ownership guidelines, and the sales
contemplated by the Plans will not reduce Messrs. Montini's or
Vitrano's ownership of Common Stock below the levels required by
the guidelines.

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- is a drugstore chain based in Camp
Hill, Pennsylvania.

Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.

The Company's balance sheet at Aug. 30, 2014, showed $6.95 billion
in total assets, $8.86 billion in total liabilities and a $1.90
billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

As reported by the TCR on Oct. 2, 2013, Standard & Poor's Ratings
Services said it raised its ratings on Rite Aid Corp., including
the corporate credit rating, which S&P raised to 'B' from 'B-'.

In the April 21, 2014, edition of the TCR, Fitch Ratings has
upgraded its ratings on Rite Aid Corporation (Rite Aid), including
its Issuer Default Rating (IDR) to 'B' from 'B-'.  The upgrades
reflect the material improvement in the company's operating
performance, credit metrics and liquidity profile over the past 24
months.


ROSETTA GENOMICS: Shareholders Oppose Election of Directors
-----------------------------------------------------------
Israel Makov and Nachum (Homi) Shamir, holders of roughly 3.3% of
the ordinary shares of Rosetta Genomics Ltd. delivered to the
Company a position paper regarding the annual meeting of
shareholders scheduled to be held on Nov. 5, 2014.  A copy of the
Position Paper is available for free at http://is.gd/jNt2Vw

The Shareholders:

   (a) object to the election of Brian Markison to the Board of
       directors and support the election of Mr. Shamir as
       director;

   (b) oppose the election of Yitzhak Peterburg as director and
       support the election of Doron Birger;

   (c) object to the CEO's annual base salary of $500,000;

   (d) object to the grant of rights to 120,000 shares to the CEO;
       and

   (e) support the election of Ori Hershkovitz as director.

In its reply, Rosetta said it is "disappointed in the partial and
biased presentation of facts as presented by Messrs. Makov and
Shamir, and is endeavoring to ensure that the truth be known."

Rosetta also does not believe a Position Paper is the appropriate
vehicle for discussing issues of applicable law and regulation,
and is also disappointed that Messrs. Makov and Shamir chose to
utilize their Position Paper as a vehicle to attack the integrity
of Rosetta's Board and the legality of its actions.

"It is Rosetta's position that not only has it complied in all
respects with all applicable Israeli laws and regulations, but...
it also has afforded Messrs. Makov and Shamir rights and
opportunities that far exceed the requirements of applicable law."

The Company added that the share ownership positions of Messrs.
Makov and Shamir are recent and appear to have been taken with the
intention of mounting a proxy campaign, perhaps to assume control
of Rosetta and to alter its strategic direction without paying a
premium for such control.

                            About Rosetta

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

Rosetta Genomics incurred a net comprehensive loss after
discontinued operations of $12.89 million on $405,000 of revenues
for the year ended Dec. 31, 2013, as compared with a net
comprehensive loss after discontinued operations of $10.45 million
on $201,000 of revenues in 2012.

Rosetta Genomics Ltd. reported a net loss after discontinued
operations of $7.18 million on $554,000 of revenues for the six
months ended June 30, 2014, compared to a net loss after
discontinued operations of $6.29 million on $193,000 of revenues
for the same period a year ago.

The Company's balance sheet at June 30, 2014, showed $21.67
million in total assets, $1.79 million in total liabilities and
$19.87 million in total shareholders' equity.

                         Bankruptcy Warning

"We will require substantial additional funding and expect to
augment our cash balance through financing transactions, including
the issuance of debt or equity securities and further strategic
collaborations.  On December 7, 2012, we filed a shelf
registration statement on Form F-3 with the SEC for the issuance
of ordinary shares, various series of debt securities and/or
warrants to purchase any of such securities, either individually
or in units, with a total value of up to $75 million, from time to
time at prices and on terms to be determined at the time of such
offerings.  The filing was declared effective on December 19,
2012.  As of the time of the filing of this Annual Report on Form
20-F, we had sold through the Cantor Sales Agreement an aggregate
of 1,559,537 of our ordinary shares for gross proceeds of $5.9
million under this shelf registration statement, leaving an
aggregate of approximately $69.1 million of securities available
for sale.  If we need additional funding, there can be no
assurance that we will be able to obtain adequate levels of
additional funding on favorable terms, if at all.  If adequate
funds are needed and not available, we may be required to:

   * delay, reduce the scope of or eliminate certain research and
     development programs;

   * obtain funds through arrangements with collaborators or
     others on terms unfavorable to us or that may require us to
     relinquish rights to certain technologies or products that we
     might otherwise seek to develop or commercialize
     independently;

   * monetize certain of our assets;

   * pursue merger or acquisition strategies; or

   * seek protection under the bankruptcy laws of Israel and the
     United States," the Company stated in the 2013 Annual Report.


RYNARD PROPERTIES: Opposes Dismissal of Chapter 11 Case
-------------------------------------------------------
Rynard Properties Ridgecrest, LP, objected to the U.S. Trustee's
motion to dismiss or, in the alternative, convert the Chapter 11
case to a case under Chapter 7.

The Debtor related that, among other things:

   1. It has filed amended reports in order to correct
deficiencies as requested by the Office of the U.S. Trustee;

   2. It has truthfully disclosed all transactions and has not
attempted to fail to disclose any disbursement during the case;

   3. It is continuing to work with the Office of U.S. Trustee to
correct deficiencies on the monthly operating reports and reverse
any transactions with have been questioned by the U.S. Trustee;
and

   4. It is attempting to refinance the project from which all
creditors will be paid in full and ask the case be dismissed.

The Court scheduled an Oct. 15 hearing on the matter.

As reported in the Troubled Company Reporter on Oct. 2, 2014,
Samuel K. Crocker, the U.S. Trustee for Region 8, alleged that the
Debtor has engaged in gross mismanagement, which can be a ground
for dismissal or conversion under Section 1112 (b)(4)(B) of the
Bankruptcy Code.  The U.S. Trustee explained that he has
requested, on multiple times, that the Debtor follow an important
procedure in preparing its Monthly Operating Report: that the
Debtor must disclose critical information about its disbursements.

In its Monthly Operating Reports, however, the Debtor appended
various documents that bear upon disbursements but none of those
MORs has all of the essential information elicited by Form 2-H,
the U.S. Trustee alleges.

               About Rynard Properties Ridgecrest

Rynard Properties Ridgecrest LP is a Tennessee limited
partnership.  Its principal place of business is 2881 Rangeline
Road, Memphis, TN 38127, and the Debtor operates a 256 unit
multifamily apartment complex of Section 8 housing named
Ridgecrest Apartments and currently has TESCO operating the
complex as leasing agent.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Tenn. Case No. 14-22674) on March 13, 2014.  John Bartle signed
the petition as secretary/treasurer of Ridgecrest LLC, general
partner of the Debtor.  In its schedules, the Debtor disclosed
$16,231,959 in total assets and $8,734,000 in total liabilities.
Toni Campbell Parker serves as the Debtor's counsel.  Judge Jennie
D. Latta oversees the case.

The U.S. Trustee for Region 8 has notified the Bankruptcy Court
that it was unable to appoint an official committee of unsecured
creditors.


SANDFORD AND SON: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Sandford and Son
        3900 Ford Road, Unit 4A
        Philadelphia, PA 19131

Case No.: 14-18330

Chapter 11 Petition Date: October 17, 2014

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Jean K. FitzSimon

Debtor's Counsel: John M. Keating, Esq.
                  LAW OFFICE OF JOHN M. KEATING
                  9 Dogwood Ave.
                  Glassboro, NJ 08028
                  Tel: 267 702 5428
                  Email: john@jkeatinglaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

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


SANTA FE GOLD: Posts $11.6-Mil. Net Loss for Second Quarter
-----------------------------------------------------------
Santa Fe Gold Corporation filed with the U.S. Securities and
Exchange Commission on Oct. 22, 2014, its annual report on Form
10-K for the fiscal year ended June 30, 2014.

StarkSchenkein, LLP, expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has suffered recurring losses from operations, has a
working capital deficiency and needs to secure additional
financing to remain a going concern.

The Company reported a net loss of $11.64 million on $2.1 million
of net sales for the fiscal year ended June 30, 2014, compared
with a net loss of $10.37 million on $14.57 of net sales in 2013.

The Company's balance sheet at June 30, 2014, showed $21.45
million in total assets, $28.88 million in total liabilities and
total stockholders' deficit of $7.43 million.

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

                       http://is.gd/qYrK8q

Headquartered in Albuquerque, New Mexico, Santa Fe Gold
Corporation acquires and develops mining properties.  In January
2014, the Company entered into a definitive merger agreement with
Tyhee Gold Corp but terminated the agreement due to Tyhee's
failure to close a qualified financing of $20 million as part of
the merger.


SEANERGY MARITIME: Christina Anagnostara Elected to Board
---------------------------------------------------------
The annual meeting of shareholders of Seanergy Maritime Holdings
Corp. was held on Sept. 16, 2014, at the Company's executive
offices.  At the Meeting, the following proposals were approved
and adopted:

   1) the election of Ms. Christina Anagnostara as a Class B
      Director to serve until the 2017 Annual Meeting of
      Shareholders;

   2) the appointment of Ernst & Young (Hellas) Certified Auditors
      Accountants S.A. as the Company's Independent Registered
      Public Accounting Firm for the fiscal year ending Dec. 31,
      2014; and

   3) the approval of a reverse stock split of the Company's
      issued and outstanding common stock by a ratio of not less
      than one-for-two and not more than one-for-fifteen with the
      exact ratio to be set at a whole number within this range to
      be determined by the Company's board of directors in its
      discretion and the approval of the related amendment to the
      Company's Amended and Restated Articles of Incorporation.

               Cash Contribution by Major Shareholders

On Sept. 29, 2014, certain of the Company's existing major
shareholders agreed to contribute the amount of $960,000 million
in exchange for 1,600,000 common shares, which were issued on
Sept. 30, 2014.  The purchasers also received customary
registration rights in respect of the shares issued in the
transaction.  The transaction was approved by an independent
committee of the Company's board of directors, which obtained a
fairness opinion from an independent financial firm for this
transaction.

                           About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

Seanergy Maritime reported net income of $10.90 million on $23.07
million of net vessel revenue for the year ended Dec. 31, 2013, as
compared with a net loss of $193.76 million on $55.61 million of
net vessel revenue for the year ended Dec. 31, 2012.

As of June 30, 2014, the Company had $3.52 million in total
assets, $554,000 in total liabilities and $2.96 million in total
shareholders' equity.

Ernst & Young (Hellas) Certified Auditors Accountants S.A., in
Athens, Greece, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2013.  The independent auditors noted that the Company, as of
December 31, 2013 continued to be in breach of certain terms and
covenants of the loan facility with its remaining lender, and had
a working capital deficit and an accumulated deficit.  Following
the disposal of its entire fleet subsequent to December 31, 2013
in the context of its restructuring plan, the Company is unable to
generate sufficient cash flow to meet its obligations and sustain
its continuing operations.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern.


SGK VENTURES: Wins Court Approval to Hire McGladrey as Accountants
------------------------------------------------------------------
The Hon. Eugene Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized SGK Ventures LLC fka
Keywell LLC to employ McGladrey LLP as its accountants to prepare
and file the Debtor's 2013 tax returns pursuant to a retention
agreement.

A hearing was held Oct. 15, 2014, at 9:30 a.m., to consider
approval of the Debtor's request.

The firm's professionals and their compensation rates:

   Professionals            Hourly Rates
   -------------            ------------
   Ashley Carboni           $170
   Becki Sand               $357-$365
   Becky Brennan            $189
   Christopher Sokolowski   $646
   David Sterling           $646
   Geoff Pignatiello        $341
   John Wozniczka           $667
   Mimoza Baholli           $357
   Natalie Paliferro        $179

Christopher J. Sokolowski, partner in the tax services department
of the firm, assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

The firm can be reached at:

   Christopher J. Sokolowski
   MCGLADREY LLP
   1185 Avenue of the Americas
   New York, NY 10036
   Tel: 212.372.1000

A full-text copy of the retention agreement is available for free
at http://is.gd/uGCQQC

                        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.


SIMPLEXITY LLC: Wants Until Dec. 12 to Remove Causes of Actions
---------------------------------------------------------------
Simplexity, LLC, et al., ask the Bankruptcy Court to extend until
Dec. 12, 2014, to remove actions and related proceedings.

This is the Debtors' second request for an extension.

The Debtors believe that they are party to one or more prepetition
actions, and are still in the process of evaluating the relevant
information to make informed decisions about the lawsuits to
determine whether removal is warranted.

According to the Debtors, since the entry of the first extension
order, they have been working to: (i) conduct the liquidation of
substantially all of the Debtors' assets; (ii) investigate
potential causes of action of the Debtors' estates and negotiate a
potentially consensual resolution of the Chapter 11 cases; and
(iii) respond to motions to convert the cases to cases under
chapter 7.

The hearing date has yet to be discussed but objections are due by
Oct. 27, at 4:00 p.m.

                         About Simplexity

Simplexity, LLC, a defunct cellphone activator, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
14-10569) on March 16, 2014.  The case is before Judge Kevin
Gross.  The Debtors' counsel is Kenneth J. Enos, Esq., and Robert
S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in
Wilmington, Delaware.  Prime Clerk LLC serves as claims and
noticing agent.  Simplexity hired Rutberg & Co. as investment
banker.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.  Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at Hunton & Williams LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.


SOLAR POWER: Unit Signs Share Purchase Agreement ZhongNeng Green
----------------------------------------------------------------
Solar Power, Inc.'s wholly owned subsidiary, SPI Solar Power
Suzhou Co., Ltd., ("SPI Meitai Suzhou") a company incorporated
under the laws of the People's Republic of China, entered into a
share purchase framework agreement with ZhongNeng GuoDian Green
Ecological Cooperation and Development Jiangsu Co., Ltd., a
company incorporated under the laws of PRC, whereby SPI Meitai
Suzhou and ZhongNeng Green contemplate to enter into a definitive
purchase agreement for SPI Meitai Suzhou to acquire 100% equity
interest in ZhongNeng GuoDian New Energy Development and
Investment Jiangsu Co., Ltd., from ZhongNeng Green for a total
purchase price of RMB100 million.  Of the Equity Interest, (i) 49%
is contemplated to be paid with the Company's ordinary shares, the
number of which will be determined based on a per Share price
equal to the Shares' closing trading price on Oct. 22, 2014, and
(ii) 51% is contemplated to be paid with the Shares, the number of
which will be determined based on a per Share price equal to the
five-day average trading price of the Shares immediately prior to
the closing day of the transactions contemplated under the
Definitive Purchase Agreement 1, subject to the terms and
conditions thereunder and under the Share Purchase Framework
Agreement 1.

On Oct. 22, 2014, SPI Meitai Suzhou entered into a share purchase
framework agreement with ZhongNeng New, whereby SPI Meitai Suzhou
and ZhongNeng New contemplate to enter into a definitive purchase
agreement for SPI Meitai Suzhou to acquire 100% equity interest in
six project companies owned by ZhongNeng New for an advance
payment of RMB140 million on Nov. 20, 2014, subject to the terms
and conditions under the Share Purchase Framework Agreement 2 and
the Definitive Purchase Agreement 2.

                         About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power reported a net loss of $32.24 million in 2013
following a net loss of $25.42 million in 2012.  As of June 30,
2014, the Company had $72.84 million in total assets, $56.85
million in total liabilities and $15.99 million in total
stockholders' equity.

Crowe Horwath LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred a current year net loss of $32.2
million, has an accumulated deficit of $56.1 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and a debt facility under which
a bank has declared amounts immediately due and payable.
Additionally, the Company's parent company LDK Solar Co., Ltd has
experienced significant financial difficulties including the
filing of a winding up petition on Feb. 24, 2014.  These matters
raise substantial doubt about the Company's ability to continue as
a going concern.


SOLAR POWER: Unit Inks Cooperation Agreement With GD Solar
----------------------------------------------------------
Solar Power, Inc.'s wholly owned subsidiary, SPI Solar Power
Suzhou Co., Ltd., a company incorporated under the laws of the
People's Republic of China, entered into a cooperation framework
agreement with GD Solar Co., Ltd., a company incorporated under
the laws of PRC and wholly owned by Guodian Technology &
Environment Group Corporation Limited, whereby (i) GD Solar agreed
to grant SPI Meitai Suzhou a right of first refusal to purchase
projects under construction from GD Solar, (ii) SPI Meitai Suzhou
and GD Solar agreed to cooperate to develop an additional 500
megawatts of PV projects in China each year from 2015 to 2017, for
a total of 1.5 gigawatts, and (iii) SPI Meitai Suzhou agreed to
develop, finance and hold the equity interests in the new PV
projects and GD Solar agreed to provide EPC and related services
to the new projects, subject to the terms and conditions under GD
Solar Framework Agreement.

On Oct. 22, 2014, SPI Meitai Suzhou entered into a share purchase
agreement with China Energy Power Group Operation and Maintenance
Management Jiangsu Co., Ltd., a company incorporated under the
laws of PRC and an affiliate of GD Solar, whereby SPI Meitai
Suzhou agreed acquire 100% equity interest in Jinchang Hengji
Electric Power Development Co., Ltd., from China Energy Power
Jiangsu, for an aggregate purchase price of RMB960 million
consisting of RMB930 million in cash and RMB30 million worth of
the Company's ordinary shares at a per share price equal to the 5-
day average trading price immediately prior to the closing day of
the transactions contemplated under Jinchang Purchase Agreement,
subject to the terms and conditions thereunder.

On Oct. 22, 2014, SPI Meitai Suzhou entered into a share purchase
agreement with Liaoning Xinda New Energy Investment Co., Ltd., a
company incorporated under the laws of PRC and an affiliate of GD
Solar, whereby SPI Meitai Suzhou agreed acquire 100% equity
interest in Chaoyang Tianhua Sunshine New Energy Investment Co.,
Ltd. from Liaoning Xinda, for an aggregate purchase price of
RMB100 million to be settled in cash, subject to the terms and
conditions of Chaoyang Purchase Agreement.

On Oct. 22, 2014, SPI Meitai Suzhou entered into a share purchase
agreement with Beijing Taihedafang Investment Development Co.,
Ltd., a company incorporated under the laws of the PRC and an
affiliate of GD Solar, and Xinghe Chaerhu Development Co., Ltd., a
company incorporated under the laws of PRC and owned by
Taihedafang, whereby SPI Meitai Suzhou agreed acquire 100% equity
interest in Xinghe Chaerhu Hairun Ecological Photovoltaic Power
Generation Co., Ltd. from Taihedafang and Xinghe, for an aggregate
purchase price of RMB515 million consisting of RMB50 million in
cash, RMB360 million in the form of financial lease and RMB105
million worth of the Company's ordinary shares, the number of
which will be determined at a per share price equal to the 5-day
average trading price immediately prior to the closing day of the
transactions contemplated under Xinghe Purchase Agreement, subject
to the terms and conditions thereunder.

                          About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power reported a net loss of $32.24 million in 2013
following a net loss of $25.42 million in 2012.  As of June 30,
2014, the Company had $72.84 million in total assets, $56.85
million in total liabilities and $15.99 million in total
stockholders' equity.

Crowe Horwath LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred a current year net loss of $32.2
million, has an accumulated deficit of $56.1 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and a debt facility under which
a bank has declared amounts immediately due and payable.
Additionally, the Company's parent company LDK Solar Co., Ltd has
experienced significant financial difficulties including the
filing of a winding up petition on Feb. 24, 2014.  These matters
raise substantial doubt about the Company's ability to continue as
a going concern.


SPECIALTY PRODUCTS: Files Ch. 11 Plan to Resolve Fibro Claims
-------------------------------------------------------------
Specialty Products Holding Corp., et al., filed with the U.S.
Bankruptcy Court for the District of Delaware a joint plan of
reorganization and disclosure statement, which implements a
settlement that provides for the creation and funding of a trust
to resolve asbestos-related personal injury claims.

The asbestos trust to be created under the Plan will contain two
accounts for the resolution of Asbestos Personal Injury Claims and
payment of related Asbestos Personal Injury Trust Expenses: one
for holders of SPHC Asbestos Personal Injury Claims and one for
holders of NMBFiL, Inc., Asbestos Personal Injury Claims.  These
accounts will be funded as follows for the benefit of holders of
Asbestos Personal Injury Claims:

   * The trust account for holders of SPHC Asbestos Personal
     Injury Claims will be funded by (i) an aggregate of
     $447.5 million in cash paid by one or more of the SPHC
     Parties and International on the Effective Date and (ii) the
     SPHC Payment Note issued by the SPHC Parties and
     International as co-obligors.  The SPHC Payment Note will (a)
     bear no interest, (b) mature on the fourth anniversary of the
     Effective Date, (c) be secured by the SPHC Pledge, and (d)
     provide for the following scheduled principal payments to the
     Asbestos Personal Injury Trust, in each case, payable in the
     form of cash, shares of common stock of International or a
     combination thereof: (1) on or before the second anniversary
     of the Effective Date of the Plan, $102.5 million; (2) on or
     before the third anniversary of the Effective Date of the
     Plan, $120 million; and (3) on or before the fourth
     anniversary of the Effective Date of the Plan, $125 million.

   * The trust account for holders of NMBFiL Asbestos Personal
     Injury Claims will be funded by (i) an aggregate of
     $2.45 million in cash paid by one or both of NMBFiL and
     International on the Effective Date and (ii) the NMBFiL
     Payment Note issued to the Asbestos Personal Injury Trust by
     NMBFiL and International as co-obligors.  The NMBFiL Payment
     Note will be (a) in the principal amount of $50,000, (b)
     secured by the pledge of 100% of the equity of reorganized
     NMBFiL plus cash or a letter of credit and (c) due on the
     first anniversary of the Effective Date.

The Plan includes asbestos personal injury trust distribution
procedures for asbestos claims against each of (i) the SPHC
Parties and (ii) NMBFiL that describe a detailed process for
treating all claimants asserting Asbestos Personal Injury Claims
fairly and equitably.

A full-text copy of the Disclosure Statement dated Oct. 23, 2014,
is available at http://bankrupt.com/misc/SPHds1023.pdf

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., Zachary
I. Shapiro, Esq., Paul N. Heath, Esq., and Tyler D. Semmelman,
Esq., at Richards Layton & Finger, serve as co-counsel.  Logan and
Company is the Company's claims and notice agent.  The Company
estimated its assets and debts at $100 million to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

Specialty Products Holding Corp, together with Bondex
International, Inc., are referred to as the Initial Debtors.

Counsel to the Official Committee of Asbestos PI Claimants are
Natalie D. Ramsey, Esq., and Mark A. Fink, Esq. of Montgomery,
Mccracken, Walker & Rhoads, LLP, in Wilmington Delaware, and Mark
B. Sheppard, Esq. of the firm's Philadelphia, Pennsylvania
division.

Counsel to the Future Claimants' Representative are James L.
Patton, Jr., Esq., Edwin J. Harron, Esq., Edmon Morton, Esq.,
Sharon Zieg, Esq., and Erin Edwards, Esq. of Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware.

Competing bankruptcy exit plans have been filed by the Initial
Debtors, on one hand, and the Official Committee of Unsecured
Creditors and the Future Claimants' Representative on the other.

The Debtors' First Amended Joint Plan of Reorganization and the
explanatory Disclosure Statement, dated Nov. 18, 2013, provides
for an asbestos trust to be established and funded with cash to
pay present and future asbestos-related claims.  The trust will be
funded by secured notes, issued by the Debtors and their ultimate
parent, RPM International Inc. ("International"), and the amounts
and terms of the notes will, with one exception, be determined by
the final outcome or settlement of the litigation that will
determine the asbestos claimants' rights in the chapter 11 cases.
The one exception is that the notes will provide for an aggregate
initial nonrefundable payment of $125 million to the asbestos
trust irrespective of the outcome of any litigation.  In short,
the Debtors and International have committed to pay to asbestos
claimants the maximum amount to which they are entitled based on
the applicable judgments or rulings in the litigation that will
determine the extent of the claimants' rights in the chapter 11
cases, and to make comparable payments to other similarly situated
creditors.

The PI Committee and the FCR's Third Amended Plan, filed Oct. 15,
2013, provides that: (i) SPHC will be separated from non-Debtor
direct or indirect parent Bondex International; (ii) Reorganized
SPHC will be managed and/or sold for the benefit of holders of all
Claims that are not paid in Cash, subordinated, cancelled or
otherwise treated pursuant to the Plan; (iii) all of SPHC's causes
of action will survive; (iv) Asbestos PI Trust Claims against SPHC
will be channeled to an Asbestos PI Trust; and (v) current SPHC
equity interests will be canceled, annulled, and extinguished.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.

On Aug. 31, 2014, Republic Powdered Metals, Inc., and affiliate
NMBFiL, Inc. -- the New Debtors -- sought Chapter 11 protection
(Bankr. D. Del. Case No. 14-12028).  The New Debtors are
indirect subsidiaries of Bondex International and affiliates of
the Initial Debtors.

Republic Powdered Metal is a leader in the roof coating and
restoration industry which provides exclusive products for roof
and wall restoration, including an extensive line of roof
coatings.

NMBFiL is formerly known as Bondo Corporation. It is a
manufacturer of auto body repair products for the automotive
aftermarket and various other professional and consumer
applications. In November 2007, NMBFiL sold substantially all of
its assets and no longer has business operation.

Republic estimated assets of $10 million to $50 million and debt
of less than $10 million as of the bankruptcy filing.

The New Debtors were granted, on Sept. 3, 2014, joint
administration of their Chapter 11 cases for procedural purposes
only, with the chapter 11 cases of Specialty Products Holding
Corp. and Bondex International, Inc.


STW RESOURCES: Incurs $4.04-Mil. Net Loss for Q2 Ended June 30
--------------------------------------------------------------
STW Resources Holding Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $4.04 million on $5.61 million of net revenues for the
three months ended June 30, 2014, compared with a net loss of
$226,015 on $nil of net revenues for the same period in 2013.

The Company's balance sheet as of Aug. 31, 2014, showed
$5.04 million in total assets, $20.07 million in total
liabilities, and a $15.03 million stockholders' deficit.

The Company had an accumulated deficit of $30.82 million as of
June 30, 2014, and as of that date was delinquent in payment of
$2.34 million of sales, payroll taxes, and penalties.  As of June
30, 2014, $2.81 million of notes payable is in default.  Since its
inception in January 2008 management has raised equity and debt
financing of approximately $15 million to fund operations and
provide working capital.  The cash resources of the Company are
insufficient to meet its planned business objectives without
additional financing.  These and other 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/5HNouH

STW Resources Holding Corp. provides customized water reclamation
services in the United States.  The company conducts its
operations through Water Reclamation Services, and Oil and Gas
Services segments.  It utilizes water reclamation technologies to
reclaim fresh water from contaminated oil and gas hydraulic
fracture flow-back salt water that is produced in conjunction with
the production of oil and gas.  The company offers a solution for
various phases of a water reclamation project, including analysis,
design, evaluation, implementation, and operations.  Its solutions
are applicable to various market segments, including gas shale
hydro-fracturing flow back, oil and gas produced water,
desalination, brackish water, and municipal wastewater.  The
company also provides oilfield and pipeline construction,
maintenance, and support services.  STW Resources Holding Corp. is
based in Midland, Texas.


SUN BANCORP: Reports $825,000 Net Loss in Third Quarter
-------------------------------------------------------
Sun Bancorp, Inc., reported a net loss available to common
shareholders of $825,000 on $21.95 million of total interest
income for the three months ended Sept. 30, 2014, compared to a
net loss available to common shareholders of $4.86 million on
$26.78 million of total interest income for the same period in
2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss available to common shareholders of $26.97 million on
$70.37 million of total interest income compared to a net loss
available to common shareholders of $1.73 million on $79.58
million of total interest income for the same period a year ago.

As of Sept. 30, 2014, the Company had $2.81 billion in total
assets, $2.57 billion in total liabilities and $247.04 million in
total shareholders' equity.

"During the third quarter, we successfully executed on all facets
of our restructuring plans, and are now witnessing the initial
impact.  While there remains much work ahead, we have made
significant, transformational progress towards achieving the
platform that will support our long-term success," said President
& CEO Thomas M. O'Brien.  "We have aggressively confronted both
the substantial legacy barriers to performance, and at the same
time have started to build a platform that can support meaningful
revenue generation and growth."

"Although we have experienced a year over year reduction in
overall deposit balances, this was planned as certain non-
strategic, higher rate deposit segments were re-priced.  We are
continuing to emphasize building profitable business relationships
with our commercial and consumer clients and we are pleased with
the progress in this respect," said O'Brien.

The Company had $26.3 million in loans held-for-sale and $192.1
million in deposits held-for-sale at Sept. 30, 2014, related to
the pending sale of seven branches to Sturdy Savings Bank which is
scheduled to close in the first quarter of 2015.  Sturdy Savings
Bank recently received all regulatory approval required for the
acquisition of the branches and systems conversion planning has
begun.  A first quarter 2015 transaction close remains the target.

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

                         http://is.gd/hClfQ2

                          About Sun Bancorp

Sun Bancorp, Inc. (NASDAQ: SNBC) is a bank holding company
headquartered in Vineland, New Jersey, with its executive offices
located in Mt. Laurel, New Jersey.  Its primary subsidiary is Sun
National Bank, a full service commercial bank serving customers
through more than 60 locations in New Jersey.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.

Sun Bancorp reported a net loss available to common shareholders
of $9.94 million in 2013, a net loss available to common
shareholders of $50.49 million in 2012, and a net loss available
to common shareholders of $67.50 million in 2011.


T-L CHEROKEE: Has Access to Cole Taylor's Cash Until Oct. 31
------------------------------------------------------------
The Bankruptcy Court, in a 14th 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 Oct. 31, 2014.  A final hearing on the request
will be held on Oct. 22, at 11:00 a.m.

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.

A full-text copy of the cash collateral budget is available for
free at http://bankrupt.com/misc/T-LConyers_314_14thorderCC.pdf

                        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.


TARGA RESOURCES: S&P Assigns 'BB+' Rating on $550MM Sr. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
issue-level rating and '4' recovery rating to Targa Resources
Partners L.P.'s and Targa Resources Partners Finance Corp.'s
proposed $550 million senior unsecured notes due 2019.  At the
same time, S&P placed the notes on CreditWatch with positive
implications.

The recovery rating of '4' indicates S&P's expectation of average
(30% to 50%) recovery if a payment default occurs.  The
partnership intends to use net proceeds to reduce borrowings under
its secured revolving credit facility and for general corporate
purposes.  As of June 30, 2014, Targa had $495 million outstanding
under its secured credit facility and total balance sheet debt of
about $3 billion.

Houston-based Targa is a midstream energy partnership that
specializes in natural gas gathering and processing, the
fractionating and distribution of natural gas liquids, and crude
oil logistics.  S&P's corporate credit rating on Targa is 'BB+'.
S&P placed its 'BB+' corporate credit rating on Targa on
CreditWatch with positive implications following the announcement
that it intends to acquire Atlas Pipeline Partners L.P.

RATINGS LIST

Targa Resources Partners L.P.
Corporate Credit Rating                  BB+/Watch Pos/--

New Ratings
Targa Resources Partners L.P.
Targa Resources Partners Finance Corp.
$550 Mil. Senior Unsec. Notes Due 2019   BB+/Watch Pos
   Recovery Rating                        4


TECHPRECISION CORP: Exploring Alternatives to Enhance Liquidity
---------------------------------------------------------------
GT Advanced Technologies, Inc., together with certain of its
direct and indirect subsidiaries, commenced voluntary cases under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the District of New Hampshire on Oct. 6, 2014.  GTAT's
bankruptcy filing causes an automatic stay in any arbitration
proceedings in which GTAT is involved, including the arbitration
proceeding with Ranor, Inc., a subsidiary of TechPrecision.  The
automatic stay results in the American Arbitration Association
suspending administration of the Ranor Arbitration and the
Company's claim in the Ranor Arbitration is now considered an
unsecured creditor claim within GTAT's overall bankruptcy
proceedings.

While any payments to the Company as a result of the Ranor Claim
were not certain prior to the GTAT bankruptcy, as a result of the
GTAT bankruptcy, the timing of any determination in the Ranor
Arbitration is uncertain and there is a significant risk that even
if the Ranor Arbitration is settled or decided in favor of the
Company, GTAT will not have the ability to make any award payments
to the Company.  In light of that uncertainty, the Company said it
is continuing to explore various financing alternatives to enhance
the Company's financial position and ensure the Company's
continued liquidity, according to a regulatory filing with the
U.S. Securities and Exchange Commission.

                       About TechPrecision

TechPrecision Corporation (OTC BB: TPCSE), through its wholly
owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical
Components Co., Ltd., globally manufactures large-scale, metal
fabricated and machined precision components and equipment.

TechPrecision reported a net loss of $7.09 million on $21.06
million of net sales for the year ended March 31, 2014, as
compared with a net loss of $2.41 million on $32.47 million of net
sales for the year ended March 31, 2013.

The Company's balance sheet at March 31, 2014, showed $16.97
million in total assets, $13.44 million in total liabilities and
$3.53 million in total stockholders' equity.

KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2013.  The independent auditors noted that
the Company was not in compliance with the fixed charges and
interest coverage financial covenants under their credit facility,
and the Bank has not agreed to waive the non-compliance with the
covenants.  Since the Company is in default, the Bank has the
right to accelerate payment of the debt in full upon 60 days
written notice.  The Company has suffered recurring losses from
operations, and the Company's liquidity may not be sufficient to
meet its debt service requirements as they come due over the next
twelve months.  These circumstances raise substantial doubt about
the Company's ability to continue as a going concern.


TITAN ENERGY: Review of Previously Filed Reports Ongoing
--------------------------------------------------------
Titan Energy Worldwide, Inc., disclosed with the U.S. Securities
and Exchange Commission that from the period beginning with the
Year ended 2011 to the current period, its management has filed
financial statements on a quarterly and annual basis without an
audit or review by the Company's Independent Registered Public
Accounting Firm.  Management did not engage an auditor to audit or
review those reports due to financial hardship, but filed the
financial reports without an audit or review in order to keep its
shareholders informed as to the Company's activities.

In May 2014, Management engaged UHY LLP to begin the process of
auditing the Company's 2011, 2012 and 2013 financial reports and
to bring the Company current with the filing requirements of the
Securities Exchange Act of 1934, as amended.  As a result of these
audits and reviews, which are not yet complete, the previously
filed financial statements in the Annual report for 2011, 2012 and
2013 and the Quarterly Reports for 2012, 2013 and 2014 should no
longer be relied upon.

Specifically, the Company believes its 2011 other liabilities will
be reduced by approximately $280,000 due to the subsequent
settlement and satisfaction of a lawsuit.  The Company believes
there will be an adjustment to goodwill and other intangible
assets, reducing the carrying values reported in 2011 and in each
subsequent period, by approximately $1,415,000.  The Company
believes there will be a decrease in the gain on the change in
fair value of convertible instruments of approximately $250,000
and a corresponding increase in additional paid in capital, due to
changes in accounting for beneficial conversion features of
convertible debt.  The Company also believes there will be an
increase of about $100,000 in the 2011 interest expense the
Company reported on its Notes Payable.

For the year ended Dec. 31, 2011, the Company believes the amended
financials will show an increase in operating loss of about
$1,447,000 and an increase in net loss of approximately
$1,579,000.  For the year ended Dec. 31, 2012, the Company
believes the amended financials will show an increase in operating
loss of approximately $27,000 and a decrease in net loss of
approximately $7,000.  For 2013, the Company initially reported
operating income and a net income of approximately $535,000 and
$108,000, respectively, which after adjustments, the Company
believes will result in an operating income of $530,000 and net
loss of approximately $(178,000).  The changes to 2012 and 2013
operating income (loss) and net income (loss) are primarily
attributable to changes in accounting for beneficial conversion
features of convertible debt and adjustment of a contingent
liability related to a lease obligation.

The Company believes there will be no material changes to the
figures originally reported for net sales, gross profit or
adjusted EBITDA for the periods in 2011, 2012 and 2013.  However,
the aforementioned audits and reviews are not complete and
additional adjustments may arise.

When the audits and reviews are complete, the Company will file
with the SEC amendments to its Annual Report for 2011, and both
its Annual and Quarterly Reports for 2012 and 2013.  The Company
intends to then file an amended 10-Q for the period ending
March 31, 2014.  The Company then expects to file its 10-Q for the
quarters ended June 30 and Sept. 30, 2014, as soon as practical
thereafter.  The Company said it is considering, and will continue
to evaluate, its prior conclusions of the adequacy of its internal
control over reporting and disclosure controls and procedures.
The steps to correct any deficiency over controls and procedures
are being evaluated with the intention to correct any inadequacies
as soon as practical.

                         About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.

Titan Energy reported net profit of $108,215 on $21.89 million of
net sales for the year ended Dec. 31, 2013, as compared with a net
loss of $1.65 million on $19.15 million of net sales during the
prior year.

The Company's balance sheet at March 31, 2014, showed $6.15
million in total assets, $10.30 million in total liabilities and a
$4.15 million total stockholders' deficit.

"The Company believes it can be profitable for the year 2014 as
some of the factors that created the loss were due to extreme
weather conditions and Management believes it has put into place
new processes and procedures that should mitigate the impact of
these types of conditions in the future.  In addition, the Company
is in the process of restructuring its balance sheet.  If
successful, this should allow the Company to gain access to
capital at a reduced rate.  However, the accumulated deficit and
the notes that are in default raise substantial doubt as to the
Company's ability to continue as a going concern," the Company
stated in the Form 10-Q for the period ended March 31, 2014.


TORCHLIGHT ENERGY: Amends First Quarter Report
----------------------------------------------
Torchlight Energy Resources, Inc., filed with the U.S. Securities
and Exchange Commission an amendment to its quarterly report on
Form 10-Q, disclosing a net loss of $7.56 million on $642,970 of
oil and gas sales for the three months ended March 31, 2014,
compared with a net loss of $658,193 on $229,204 of oil and gas
sales for the same period in the prior year.

The Company's balance sheet at March 31, 2014, showed
$22.2 million in total assets, $9.33 million in total current
liabilities, an asset retirement obligation of $24,916, and
stockholders' equity of $12.84 million.

At March 31, 2014, the Company had not yet achieved profitable
operations, had accumulated losses of $23.4 million since its
inception and expects to incur further losses in the development
of its business, which casts substantial doubt about the Company's
ability to generate future profitable operations and/or to obtain
the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come
due.

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

                       http://is.gd/XwtSUl

Torchlight Energy Resources, Inc., is engaged in the acquisition,
exploration and development of oil and natural gas properties in
the United States.  The Company maintains its headquarters in
Plano, Texas.


TORCHLIGHT ENERGY: Files Amendment to June 30 Quarter Report
------------------------------------------------------------
Torchlight Energy Resources, Inc., filed with the U.S. Securities
and Exchange Commission an amendment to its quarterly report on
Form 10-Q, disclosing a net loss of $2.93 million on $1.63 million
of oil and gas sales for the three months ended June 30, 2014,
compared to a net loss of $2.31 million on $160,882 of oil and gas
sales for the same period in 2013.

The Company's balance sheet at June 30, 2014, showed
$30.85 million in total assets, $11.24 million in total current
liabilities, convertible promissory notes of $2.61 million,
$25,975 in asset retirement obligation, and total stockholders'
equity of $16.97 million.

At June 30, 2014, the Company has negative working capital of
$7.92 million, had not yet achieved profitable operations, had
accumulated losses of $26.33 million since its inception, and
expects to incur further losses in the development of its
business, which casts substantial doubt about the Company's
ability to generate future profitable operations and/or to obtain
the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come
due.

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

                       http://is.gd/Oj4IXR

Torchlight Energy Resources, Inc., is engaged in the acquisition,
exploration and development of oil and natural gas properties in
the United States.  The Company maintains its headquarters in
Plano, Texas.


TORCHLIGHT ENERGY: Posts $10.4-Mil. Net Loss in FY2013
------------------------------------------------------
Torchlight Energy Resources, Inc., filed with the U.S. Securities
and Exchange Commission on Oct. 21, 2014, an amendment to its
annual report on Form 10-K for the year ended Dec. 31, 2014.

The Company reported a net loss of $10.42 million on $1.24 million
of revenue for the year ended Dec. 31, 2013, compared with a net
loss of $2.81 million on $1.04 million of revenue for the same
period in 2012.

The Company's balance sheet as of Dec. 31, 2013, showed
$16.7 million in total assets, $2.72 million in total current
liabilities, $4.8 million in convertible promissory notes, $24,382
in asset retirement obligation, and stockholders' equity of
$9.2 million.

At Dec. 31, 2013, the Company had not yet achieved profitable
operations, had accumulated losses of $15.84 million since its
inception and expects to incur further losses in the development
of its business.  The Company's ability to continue as a going
concern is dependent on its ability to generate future profitable
operations and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due.

A copy of the Form 10-K/A is available at:

                       http://is.gd/GdFCrm

Torchlight Energy Resources, Inc., is engaged in the acquisition,
exploration and development of oil and natural gas properties in
the United States.  The Company maintains its headquarters in
Plano, Texas.


TRANSFIRST INC: Moody's Assigns B3 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned to TransFirst, Inc.
("TransFirst") a B3 Corporate Family Rating (CFR), B3-PD
Probability of Default Rating, and B1 and Caa2 ratings to the
company's proposed first and second lien credit facilities. The
ratings have a stable outlook. The ratings were assigned in
connection with Vista Equity Partner's plans to acquire TransFirst
for $1.5 billion. The acquisition will be financed with a $566
million equity contribution and proceeds from the new credit
facilities. Moody's will withdraw the ratings for TransFirst
Holdings, Inc. at the close of the proposed transactions and
repayment of existing rated debt.

Ratings Rationale

The B3 CFR reflects TransFirst's elevated financial risk profile,
including high leverage and limited free cash flow relative to
increased levels of debt, and high financial risk tolerance under
financial sponsors. TransFirst's total debt to EBITDA at the close
of the acquisition is expected to be 7.4x (Moody's adjusted),
including incremental EBITDA that the company expects to realize
over the next 12 months by migrating American Express card
processing volumes from its existing customers onto its platform
under the American Express OptBlue program for small merchants.
Although Moody's expects TransFirst's EBITDA to grow in the high
single digit percentages, periodic debt-financed returns to
shareholders and opportunistic acquisitions could cause leverage
to remain in the 6x to 7x range over an extended period. The
rating additionally incorporates TransFirst's high business risks
from its small operating scale, especially relative to its
competitors, and the highly competitive merchant acquiring
services industry.

The rating is supported by TransFirst's strong track record of
strong net revenue and EBITDA growth driven by addition of new
merchant accounts from third party sales channels, low volume
attrition rates, and high operating leverage through its scalable
transaction processing platform. The company generates highly
recurring revenues and Moody's expects free cash flow (before
potential merchant portfolio acquisitions) to exceed $40 million
over the next 12 months.

The stable outlook reflects Moody's expectation for steady net
revenue growth and free cash flow over the next 12 to 18 months.
Moody's expects the company to maintain good liquidity comprising
predictable free cash flow and availability under the revolving
credit facility.

TransFirst's ratings could be upgraded if the company maintains
good earnings growth and if Moody's believes that the company will
maintain free cash flow in the high single digit percentages of
total debt and total debt-to-EBITDA below 6.5x. Conversely, the
ratings could be downgraded if Moody's believes that deteriorating
operating performance or aggressive financial policies will cause
total leverage to be sustained above 7.5x (Moody's adjusted), free
cash flow weakens or liquidity deteriorates.

Moody's assigned the following ratings:

Issuer: TransFirst, Inc

  Corporate Family Rating -- B3

  Probability of Default Rating -- B3-PD

  $50 million Senior Secured 1st lien Revolving Credit Facility,
  due 2019 -- B1 (LGD3)

  $665 million Senior Secured 1st Lien Term Loan, due 2021 -- B1
  (LGD3)

  $335 million Senior Secured 2nd Lien Term Loan, due 2022 --
  Caa2 (LGD5)

  Outlook is Stable

The following ratings will be withdrawn upon closing of the
acquisition and repayment of rated debt:

Issuer: TransFirst Holdings, Inc.

Corporate Family Rating -- B2

Probability of Default Rating -- B2-PD

$50 million Senior Secured Revolving Credit Facility, due 2017
-- Ba3 (LGD3)

$486 million Senior Secured 1st Lien Term Loan, due 2017 -- Ba3
(LGD3)

$225 million Senior Secured 2nd Lien Term Loan, due 2018 -- Caa1
(LGD5)

TransFirst Holdings, Inc. is a merchant acquirer and provides
payment processing services to small and medium size businesses in
the U.S. TransFirst reported net revenues of approximately $245
million in the twelve months ended June 30, 2014.

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


TRANSFIRST HOLDINGS: S&P Affirms 'B' Corp. Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Hauppauge, N.Y.-based TransFirst Holdings Inc.
The outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating and '3'
recovery rating to TransFirst's $665 million first-lien term loan
facility due 2021 and $50 million revolving credit facility due
2019.  The '3' recovery rating indicates S&P's expectation for
meaningful (50% to 70%) recovery in the event of a default.  S&P
assigned a 'CCC+' issue-level rating and '6' recovery rating to
TransFirst's $335 million second-lien facility due 2022.  The '6'
recovery rating indicates S&P's expectation for negligible (0% to
10%) recovery in the event of a default.

The term loans and a $566 million common equity contribution,
representing about 36% of total capitalization, will fund Vista
Equity's purchase of TransFirst from Welsh Carson.

"The company's 'weak' business risk profile reflects its modest
business position as a domestic merchant payment processor, with
an approximate 1% share of U.S. card transactions in 2013,
according to a Nilson report," said Standard & Poor's credit
analyst John Moore.

The company's strong client diversity, initiatives to achieve
operating platform integration, and investments in service quality
partly offset its moderate market share.  Over the past four
years, TransFirst's merchant client attrition, as measured by
processing volume, has improved to less than 14% from over 21%.
Currently, TransFirst's 10 largest merchant clients represent only
about 4% of its revenues and its largest referral partner
represents less than 6% of revenues.

The stable outlook reflects TransFirst's steady and improving
operations and predictable cash flow generation, which lead to
S&P's belief that credit measures will remain fairly stable over
the next 12 months.

Deterioration of operating metrics, potentially because of
competitive pricing pressure, an increase in merchant attrition,
or sponsor dividend, which would lead to ratios of free cash flow
to debt sustained in the low-single digit percentages or lower,
could lead to a downgrade.

The company's "highly leveraged" financial risk profile and re-
leveraging risk under private sponsor ownership limit a possible
upgrade over the coming 12 months.


TRANSGENOMIC INC: Obtains $2.4 Million From Private Placement
-------------------------------------------------------------
Transgenomic, Inc., disclosed that it raised gross proceeds of
approximately $2.375 million in a private placement financing with
a syndicate of new and existing institutional and other accredited
investors. The Company's common shares were priced at $3.25 per
share, which represents a premium to the closing stock price on
Oct. 21, 2014.  For each share of common stock purchased,
investors also received a warrant to purchase 0.5 shares of the
Company's common stock at an exercise price of $4.00 per share.
The warrants have a term of exercise equal to five years from the
first date of exercise, which is six months following the closing
date.  In the aggregate, the Company issued approximately 0.73
million shares of common stock and 0.37 million warrants.

Net proceeds from this offering will be used for general corporate
and working capital purposes, including activities supporting the
company's ICE COLD-PCRTM technology.

                        About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

The Company reported a net loss available to common stockholders
of $16.71 million in 2013, a net loss available to common
stockholders of $8.98 million in 2012 and a net loss available to
common stockholders of $10.79 million in 2011.

The Company's balance sheet at June 30, 2014, showed $31.09
million in total assets, $20.74 million in total liabilities and
$10.35 million in stockholders' equity.


TRIGEANT HOLDINGS: BTB, et al., Balk at Berger Singerman Hiring
---------------------------------------------------------------
BTB Refining, LLC and Harry Sargeant, III object to Trigeant
Holdings, Ltd., et al.'s application to employ Berger Singerman
LLP as counsel nunc pro tunc to the Petition Date

According to the movants, among other things:

   1. the proposed employment of BSLLP by all three debtors
violates the mandate of Section 327(a) of the Bankruptcy Code that
counsel for a debtor-in-possession must not hold or represent an
interest adverse to the estate, and must be disinterested; and

   2. BSLLP's proposed representation of Trigeant, its general
partner (LLC), and its limited partner (Holdings) is also
inappropriate.

BTB holds a claim against Trigeant of $24 million secured by a
lien on BTB's primary asset, a refinery located in Corpus Christi,
Texas.  Sargeant III owns 30% of the equity interests in Holdings
and LLC, which, in turn, collectively own 100% of the equity
interests in Trigeant (Holdings owns 99% of the equity interests
in Trigeant, and LLC owns 1% and is the General Partner of
Trigeant).

As reported in the TCR 4, Bankruptcy Judge Erik P. Kimball issued
an interim order authorizing the Debtors to employ BSLLP as
counsel.  The Debtors have tapped BSLLP to:

   (a) give advice to the Debtor with respect to its powers and
       duties as a debtor-in-possession and the continued
       management of its business operations;

   (b) advise the Debtor with respect to its responsibilities
       in complying with the U.S. Trustee's Operating Guidelines
       and Reporting Requirements and with the rules of the Court;

   (c) prepare motions, pleadings, orders, applications,
       adversary proceedings, and other legal documents necessary
       in the administration of the case;

   (d) protect the interests of the Debtor in all matters
       pending before the Court; and

   (e) represent the Debtor in negotiations with its creditors
       and in the preparation of a plan.

On Nov. 27, 2013, Trigeant Ltd., a subsidiary of the Debtor, filed
a petition under Chapter 11 of the Bankruptcy Code, In re
Trigeant, Ltd., 13-38580-EPK (Bankr. S.D. Fla. 2013).  The case
was dismissed on April 9, 2014.  Berger Singerman represented
Trigeant, Ltd. in connection with that case, and continues to
represent it in connection with Trigeant Ltd. v. BTB Refining LLC,
14-01335-EPK (Bankr. S.D. Fla. 2014).  Berger Singerman also
represents Trigeant, LLC, a wholly owned subsidiary of the Debtor,
in connection with its Chapter 11 case that was contemporaneously
filed with the Debtor's case.

Moreover, Berger Singerman concurrently represents Harry Sargeant,
Jr., Daniel Sargeant, Anthony D. Myers, James Sargeant, Stephen
Roos, Sargeant Bulktainers, Inc., Trigeant Ltd., Trigeant
Holdings, Ltd., Trigeant, LLC, Trigeant EP, Ltd., Global Asphalt
Logistics and Trading LLC, Global Asphalt Logistics and Trading
SAGL, Sargeant Trading Ltd., Asphalt Carrier Shipping Company
Limited, Asphalt Java Sea Corp., Java Sea Navigation PTE Ltd., and
Latin American Investments Ltd. in connection with various
litigation matters, all of which are adverse to Harry Sargeant III
and in some instances BTB Refining LLC.  Daniel Sargeant, Harry
Sargeant Jr., and James Sargeant control approximately 70% of the
ultimate beneficial ownership of the Debtor, while Harry Sargeant,
III controls approximately 30% of the ultimate beneficial
ownership of the Debtor.

The Debtor, along with Trigeant, LLC, constitute 100% of the
ownership of Trigeant, Ltd, which is the owner of an asphalt
refinery in Corpus Christi, Texas.

Jordi Guso, Esq., a partner at Berger Singerman, in Miami,
Florida, assured the Court that, despite the past and current
representations of his firm, his firm remains a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

The current hourly rates for the attorneys at Berger Singerman
range from $250 to $670.  Mr. Guso, the shareholder who will be
principally responsible for Berger Singerman's representation of
the Debtor, is $610, and the current hourly rates of the
of-counsel and associate attorneys who will work on this matter
range from $250 to $510 per hour.  The current hourly rates for
the legal assistants and paralegals at Berger Singerman range
from $85 to $225.  Berger Singerman will also be reimbursed for
any necessary out-of-pocket expenses.

On Aug. 25, 2014, the Debtor retained Berger Singerman to act as
its counsel in connection with insolvency and restructuring
matters.  Since that date, Berger Singerman has provided
prepetition litigation, insolvency and restructuring services to
the Debtor.  On Aug. 25, 2014, Sargeant Trading, Ltd., a non-
debtor third party, paid Berger Singerman the sum of $90,000 as
security retainer for the fees and costs it will incur in
connection with its representation of the Debtor in the case and
for the representation of Trigeant, LLC.

BTB is represented by:

         Charles W. Throckmorton, Esq.
         David L. Rosendorf, Esq.
         KOZYAK TROPIN & THROCKMORTON, LLP
         2525 Ponce de Leon Blvd., 9th Floor
         Coral Gables, FL 33134
         Tel: (305) 372-1800
         Fax: (305) 372-3508
         E-mails: cwt@kttlaw.com
                  dlr@kttlaw.com

Sargeant III is represented by:

         Deirdre B. Ruckman, Esq.
         GARDERE WYNNE SEWELL LLP
         3000 Thanksgiving Tower
         1601 Elm Street
         Dallas, TX 75201
         Tel: (214) 999-3000
         Fax: (214) 999-4667

                      About Trigeant Holdings

Trigeant Holdings, Ltd., and Trigeant, LLC, filed separate Chapter
11 bankruptcy petitions (Bankr. S.D. Fla. Case Nos. 14-29027 and
14-29030, respectively) on Aug. 25, 2014.  Berger Singerman LLP
serves as the Debtor's counsel.  Trigeant Ltd. disclosed total
assets of $12,130,983 and total liabilities of $13,007,165 as of
the Petition Date.

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.


TRIGEANT HOLDINGS: Nov. 5 Hearing on Bid to Incur $1.2MM Loans
--------------------------------------------------------------
Bankruptcy Judge Erik P. Kimball, in a second interim order,
authorized Trigeant Holdings, Ltd., et al., to obtain up to
$1,200,000 in principal amount of postpetition financing.

A final hearing will be held on Nov. 5, 2014 at 2:00 p.m.
Objections, if any, are due Nov. 3, at 2:00 p.m.

As reported in the Troubled Company Reporter on Oct. 2, 2014, the
Debtors have sought permission 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.

Contemporaneously with the filing of the DIP Motion, the Debtors
have filed their joint plan of reorganization, which provides for
the sale of Trigeant, Ltd.'s assets to the Gravity Midstream
Corpus Christi, LLC for $100 million (plus assumed liabilities),
an amount sufficient to pay, or reserve for, all claims asserted
against the Debtors and make a distribution to equity holders.

Isaac M. Marcushamer, Esq., at Berger Singerman LLP, in Miami,
Florida, informed the Court that the Debtors have insufficient
working capital to finance their operations pending court approval
of the sale.

Therefore, the Debtors seek entry of interim and final orders
authorizing them to obtain postpetition financing to pay necessary
expenses, including Trigeant, Ltd.'s payroll, insurance and
utilities.  The Debtors request that the Court consider this
motion as quickly as the Court's calendar permits.

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.

BTB Refining, LLC and Harry Sargeant, III had responded to the
Debtors' motion, stating that the Court must not approve the DIP
financing motion as currently constituted because:

   1) the proposed financing will mature four weeks before the
earliest date scheduled for consideration of confirmation of a
plan in the case; and

   2) the conditions precedent to funding may not be satisfied, in
which case approval of the proposed financing would be illusory.

BTB and Sargeant III also stated that the Debtors must be required
to provide information as to the amount, terms, and proposed uses
of any additional financing in advance of any hearing so that
parties-in-interest have an opportunity to review and evaluate
such information prior to hearing.

                      About Trigeant Holdings

Trigeant Holdings, Ltd., and Trigeant, LLC, filed separate Chapter
11 bankruptcy petitions (Bankr. S.D. Fla. Case Nos. 14-29027 and
14-29030, respectively) on Aug. 25, 2014.  Berger Singerman LLP
serves as the Debtor's counsel.  Trigeant Holdings estimated both
assets and liabilities of $50 million to $100 million.

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.


TRINITY INDUSTRIES: To Stop Shipments of Guardrail Systems
----------------------------------------------------------
Josh Beckerman, writing for The Wall Street Journal, reported that
Trinity Industries Inc. said its Trinity Highway Products unit
will stop shipments of its ET-Plus guardrail systems until more
crash testing is completed.  According to the report, the company
said that in light of the Federal Highway Administration's request
for additional crash tests, "the right thing to do is to stop
shipping the product until the additional testing has been
completed."

As previously reported by The Troubled Company Reporter, citing
the Journal, FHA officials are demanding that Trinity Industries
conduct new crash tests for its ET-Plus guardrail system following
a record-setting jury verdict in a lawsuit that questioned the
product's safety.  A federal jury in Texas has awarded $175
million in a trial brought by a whistleblower who questioned the
safety of thousands of highway guardrail end caps on the nation's
roads.  After deliberating for just several hours in U.S. District
Court in Marshall, Texas, a jury sided with whistleblower Josh
Harman, finding Trinity Industries Inc. defrauded the federal
government when it submitted claims tied to a modified guardrail
system.

                     About Trinity Industries

Headquartered in Dallas, Texas, Trinity Industries Inc. (NYSE:TRN)
-- http://www.trin.net/-- is a holding company of diversified
industrial companies. Trinity manufactures and sells railcars and
railcar parts, inland barges, concrete and aggregates, highway
products, beams and girders used in highway construction, tank
containers and structural wind towers. In addition, it leases
railcars to its customers through a captive leasing business,
Trinity Industries Leasing Company. Trinity has five business
groups: Rail Group, Railcar Leasing and Management Services Group,
Construction Products Group, Inland Barge Group and the Energy
Equipment Group.

                        *      *      *

The Troubled Company Reporter, on Sep. 24, 2014, reported that
Moody's Investors Service affirmed all debt ratings of Trinity
Industries, Inc., including the Ba1 Corporate Family Rating, and
changed the rating outlook to positive from stable. Moody's also
assigned a Ba1 (LGD4) rating to Trinity's new issue of $300
million of unsecured notes.

The proceeds of the new notes will be used initially to bolster
its cash reserves following the recent acquisition of Meyer Steel
Structures for about $600 million, which Trinity funded from cash.
Moody's anticipates that the company will continue to acquire
additional manufacturing companies to broaden the product
offerings in its construction products and energy equipment groups
to help reduce the still high concentration of its highly cyclical
rail manufacturing segment.


TRUMP ENTERTAINMENT: Union Battles Icahn Over Casino's Future
-------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
the union representing more than 1,100 workers of the Trump Taj
Mahal casino has appealed a bankruptcy court ruling stripping them
of medical and other benefits, while casino owner Trump
Entertainment Resorts Inc. is seeking a court order to enjoin the
union for allegedly misleading statements.

As previously reported by The Troubled Company Reporter, Trump Taj
Mahal has threatened to close on Nov. 13, 2014, if its demands,
which include $175 million in state and local government
assistance to help it stay afloat, wouldn't be met.

                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.


TURNER GRAIN: Section 341(a) Meeting Set for Dec. 15
----------------------------------------------------
A meeting of creditors in the bankruptcy case of Turner Grain
Merchandising, Inc., will be held on Dec. 15, 2014, at
10:30 a.m. at Helena First Meeting Room.

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

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

Turner Grain Merchandising, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Ark. Case No. 14-15687) on Oct. 23, 2014.
The petition was signed by Kevin P. Keech as receiver.  The Debtor
disclosed total assets of $13.77 million and total liabilities of
$24.84 million.  Keech Law Firm, PA, serves as the Debtor's
counsel.


TURNER GRAIN: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Turner Grain Merchandising, Inc.
           dba Turner Grain, Inc.
        411 North Main Street
        Brinkley, AR 72021

Case No.: 14-15687
Chapter 11 Petition Date: October 23, 2014

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Helena)

Debtor's Counsel: Kevin P. Keech, Esq.
                  KEECH LAW FIRM, PA
                  4800 West Commercial Drive
                  N. Little Rock, AR 72116
                  Tel: (501)221-3200
                  Fax: (501)221-3201
                  Email: kkeech@keechlawfirm.com

Total Assets: $13.77 million

Total Liabilities: $24.84 million

The petition was signed by Kevin P. Keech, receiver.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
David and Lalain Wilkison Farm                        $1,147,040
1907 S Grand Ave.
Brinkley, AR 72021

Delta Grain Marketing, LLC                            $1,814,866
3608 Old Dornick Drive
Jonesboro, AR 72401

Edward Schafer and Sons                               $1,383,026
112 Park Street
Lonoke, R 72086

Gary Hardke Farms                                       $697,963
15434 Highway 86
Hazen, AR 72064

High Road Farms (Lance Gray)                            $728,259
2133 County Road 403
Parkin, AR 72373

K & K Farm Services                                   $1,501,819
P.O. Box 989
Carlisle, AR 72024

KBX, Inc.                         Corn                  $532,923
819 Vulcan Road
Benton, AR 72015

Kennedy Rice Dryers, LLC                              $2,284,843
P.O. Box 259
Mer Rouge, LA 71261

Leslie T Brown Farms              Grain Delivered       $899,820
15337 Highway 70
Brinkley, AR 72021

Melvin Farms Partnership                              $1,059,715
4041 Woodfuff 570
Hunter, AR 72074

Minturn Grain                                           $397,546
1403 Highway 67
Hoxie, AR 72433

Oakley Grain, Inc.                                      $513,463
5522 Levee Road
Arkansas City, AR 71630

Planters Rice Mill, LLC                                 $589,081
27 W White Oak St.
Brinkley, AR 72021

Poinsett Rice and Grain, Inc.                         $1,326,271
218 S Ohio Avenue
Waldenburg, AR 72475

Rabo AgriFinance, Inc.                                $1,012,226
12433 Olive Boulevard Suite 50
Saint Louis, MO 63141

Reid & Lynn Grizzle Partnership                        $506,735
5189 Highway 302
Brinkley, AR 72021

Riceland Foods                                         $548,282
2120 S Park Avenue
Stuttgart, AR 72160

Roger Wilkison Farms                                   $315,138
19983 Highway 49
Brinkley, AR 72021

Southern Rice and Cotton, LLC                        $3,228,054
P.O. Box 231
Harrisburg, AR 72432

Zero Grade Farms                                     $2,293,300
4179 N State Highway 239
Blytheville, AR 72315


TWEETER HOME: Court Confirms Ch. 11 Liquidation Plan
----------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware confirmed the first amended joint plan of liquidation
proposed by TWTR, Inc., f/k/a Tweeter Home Entertainment Group,
Inc., and its affiliated debtors and the Official Committee of
Unsecured Creditors.

The First Amended Plan provides that in the event there is
insufficient cash in the professional fee reserve to pay all
allowed professional fee claims, then available cash will be
deposited into the professional fee reserve in an amount to
satisfy all allowed professional fee claims in full.

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

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

                          About Tweeter Home

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

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

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

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


ULTURA (LA) INC: Meeting to Form Creditors' Panel Set for Oct. 31
-----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Oct. 31, 2014, at 11:30 a.m. in
the bankruptcy case of Ultura (LA) Inc., et al.

The meeting will be held at:

         J. Caleb Boggs Federal Building
         844 King St., Room 2112
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                         About Ultura (LA)

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

On Oct. 10, 2014, Endeavour International and five affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code after reaching a restructuring deal
with noteholders.

The cases are pending joint administration under Endeavour
Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J.
Carey (Bankr. D. Del.).

As of June 30, 2014, the Company had $1.55 billion in total
assets, $1.55 billion in total liabilities, $43.70 million in
series c convertible preferred stock and a $41.48 million total
stockholders' deficit.

The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.

Ultura (LA) Inc. filed a voluntary Chapter 11 petition
(Bankr. D. Del. Case No. 14-12382) on Oct. 20, 2014 in Long Beach,
California, James E. O'Neill, Esq., of PACHULSKI STANG ZIEHL &
JONES LLP at Wilmington, in California, serves as counsel to the
Debtor.  The Debtor estimated up to $10 million in assets and up
to $50 million in liabilities.  An affiliate, Ultura (Oceanside)
Inc., sought Chapter 11 protection (Case No. 14-12383) on the same
day.


UNITEK GLOBAL: Signs Plan Support Agreement With Lenders
--------------------------------------------------------
UniTek Global Services, Inc., disclosed with the U.S. Securities
and Exchange Commission that it has entered into a plan support
agreement with: (i) its U.S. subsidiaries, including DirectSAT
USA, Inc.; (ii) Apollo Investment Corporation, as agent for the
lenders under the ABL Credit Agreement; (iii) the undersigned
lenders under the ABL Credit Agreement; (iv) the undersigned
lenders under the Term Loan Credit Agreement; and (v) DIRECTV,
LLC, regarding a voluntary Chapter 11 pre-packaged plan of
reorganization of the Debtors.

Pursuant to the Plan Support Agreement, each of the Plan Support
Parties has agreed, among other things, to vote in favor of and to
generally support confirmation of the Plan by the United States
Bankruptcy Court for the District of Delaware.

UniTek Global previously agreed to the terms of a comprehensive
debt restructuring with its lenders, including affiliates of
Littlejohn & Co. and New Mountain Capital.

To implement the Restructuring, the Company intends to file a
voluntary petition for a "Pre-Packaged" Chapter 11 Bankruptcy in
the U.S. Bankruptcy Court for the District of Delaware, which will
be filed prior to Nov. 11, 2014.

A copy of the Plan Support Agreement is available for free at:

                        http://is.gd/J4ng7i

                     Severance Plan Reductions

The Board of Directors of Unitek Global approved reductions of the
amounts that the participants in the Severance Plan would receive
upon becoming entitled to payment under the Severance Plan,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.

The changes are to be effective upon the execution by each
participant thereunder of an acknowledgement of and agreement to
those modifications, such agreement to include a release of any
claims against the Company under the Severance Plan, and the
approval of the Plan by the Bankruptcy Court.  Pursuant to those
reductions, the severance benefits payable under the Severance
Plan would be comprised of the following: Mr. Romanella would be
entitled to receive a lump sum payment equal to one times his base
salary, while the other participants, including Daniel
Yannantuono, president of DirectSAT, and Donald W. Gately, the
Company's chief operating officer, would be entitled to receive
(i) a lump sum payment equal to 0.75 times their base salary; and
(ii) a prorated portion of their target bonus for the year in
which they were terminated, not to be less than one-quarter of
such target bonus.  Other than the changes to the severance
benefits, all other terms of the Severance Plan would remain
unchanged.

                    About UniTek Global Services

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

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

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

                        Bankruptcy Warning

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

                           *     *     *

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

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


UNITEK GLOBAL: TICC Capital Affiliates Support Pre-Packaged Plan
----------------------------------------------------------------
UniTek Global Services, Inc., previously entered into a plan
support agreement, dated Oct. 17, 2014, with: (i) its U.S.
subsidiaries; (ii) Apollo Investment Corporation, as agent for the
lenders under the Revolving Credit Agreement; (iii) the Revolving
Lenders party to that agreement, (iv) the Term Lenders party to
such agreement; and (v) DIRECTV, LLC, regarding a voluntary
Chapter 11 pre-packaged plan of reorganization of the Debtors.

On Oct. 22, 2014, two Term Lenders that are affiliates of TICC
Capital Corp. became parties to the Plan Support Agreement.

The Plan Support Parties currently represent 100% of the Revolving
Lenders and Term Lenders holding 67% of the indebtedness under the
Term Loan Credit Agreement.

The Company previously entered into forbearance agreements, dated
as of Aug. 8, 2014, with the Company's lenders under its Term Loan
Credit Agreement and Revolving Credit Agreement, which agreements
were amended on September 3, September 23, October 2 and October
9, 2014 to extend through Oct. 23, 2014, the standstill periods
contained in such agreements.

On Oct. 22, 2014, the Company entered into with the Term Lenders
and Revolving Lenders amendments to the Term Forbearance Agreement
and the Revolver Forbearance Agreement to extend through Nov. 6,
2014, the standstill periods contained in those agreements.

The "Term Loan Credit Agreement" means that certain Credit
Agreement, dated as of April 15, 2011 (as amended since such date
and as in effect on the date immediately prior to the date of the
Term Forbearance Agreement), among the Company, the several banks
and other financial institutions or entities from time to time
parties thereto, and Cerberus Business Finance, LLC, as
administrative agent.  The "Revolving Credit Agreement" means that
certain Revolving Credit and Security Agreement, dated as of
July 10, 2013 (as amended since such date and as in effect on the
date immediately prior to the date of the Revolver Forbearance
Agreement), among the Company, certain subsidiaries thereof, the
several banks and other financial institutions or entities from
time to time parties thereto, and Apollo, as agent.

                    About UniTek Global Services

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

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

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

                        Bankruptcy Warning

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

                           *     *     *

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

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


VERITEQ CORP: Terminates License Agreement With PositiveID
----------------------------------------------------------
VeriTeQ Corporation, on Oct. 20, 2014, entered into a GlucoChip
and Settlement Agreement with PositiveID Corporation the purpose
of which is to transfer the final element of PSID implantable
microchip business to the Company, to provide for a period of
financial support to the Company, and to provide for settlement of
the $222,115 owed by the Company to PSID under a shared services
agreement under which PSID had provided financial support to the
Company during 2012 and early 2013.

The Agreement provides for the termination of the License
Agreement entered into between the PSID and the Company on
Aug. 28, 2012, whereby, PSID had retained an exclusive license to
the GlucoChip technology.  Pursuant to the Agreement, PSID retains
it right to any future royalties from the sale of GlucoChip or any
other implantable bio sensor applications.  The Agreement also
provided for the settlement of the amounts owed pursuant to the
SSA entered into between the PSID and the Company on Jan. 11,
2012, as amended.  The current outstanding amount of $222,115,
which the Company had previously accrued pursuant to the SSA, was
settled by the Company issuing a convertible promissory note to
PSID.  Note I bears interest at the rate of 10% per annum; is due
and payable on Oct. 20, 2016; and may be converted by PSID at any
time after 190 days of the date of closing into shares of the
Company's common stock at a conversion price equal to a 40%
discount of the average of the three lowest daily trading prices
calculated at the time of conversion.  Note I also contains
certain representations, warranties, covenants and events of
default, and increases in the amount of the principal and interest
rates under Note I in the event of such defaults.

Pursuant to the Agreement, PSID also agreed to provide financial
support to the Company, for a period of up to two years, in the
form of convertible promissory notes.  On Oct. 20, 2014, PSID
funded the Company $60,000 and the Company issued to PSID a
convertible promissory note in the principal amount of $60,000.
Note II bears interest at the rate of 10% per annum; is due and
payable on Oct. 20, 2015; and may be converted by PSID at any time
after 190 days of the date of closing into shares of the Company's
common stock at a conversion price equal to a 40% discount of the
average of the three lowest daily trading prices calculated at the
time of conversion.  Note II also contains certain
representations, warranties, covenants and events of default, and
increases in the amount of the principal and interest rates under
Note II in the event of those defaults.  Pursuant to the
Agreement, PSID agreed to provide the Company with continuing
financial support through issuance of additional convertible
promissory notes with similar terms and conditions as Note II.
The additional promissory notes are at the option of the Company,
which option it can exercise every 100 days and, unless the
parties agree otherwise, will be $40,000 for the first note
following Note II, and $50,000 thereafter.

                            About VeriTeQ

VeriTeQ (formerly known as Digital Angel Corporation) develops
innovative, proprietary RFID technologies for implantable medical
device identification, and dosimeter technologies for use in
radiation therapy treatment.  VeriTeQ offers the world's first FDA
cleared RFID microchip technology that can be used to identify
implantable medical devices, in vivo, on demand, at the point of
care.  VeriTeQ's dosimeters provide patient safety mechanisms
while measuring and recording the dose of radiation delivered to a
patient in real time.  For more information on VeriTeQ, please
visit www.veriteqcorp.com

Veriteq Corporation reported a net loss of $15.07 million on
$18,000 of sales for the year ended Dec. 31, 2013, as compared
with a net loss of $1.60 million on $0 of sales for the year ended
Dec. 31, 2012.  As of June 30, 2014, the Company had $7.04 million
in total assets, $14.16 million in total liabilities and a $7.12
million total stockholders' deficit.

EisnerAmper LLP, in New York, New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has incurred recurring net losses, and at Dec. 31,
2013, had negative working capital and a stockholders' deficit.
These events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.


VERTELLUS SPECIALTIES: S&P Revises Outlook & Affirms 'B-' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Indianapolis-based Vertellus Specialties Inc. to stable from
positive.  S&P also affirmed its 'B-' corporate credit rating on
the company.  In addition, S&P affirmed its 'B+' senior secured
debt rating (which is two notches above the corporate credit
rating) on Vertellus' $100 million asset-based lending (ABL)
revolving credit facility.  The recovery rating remains '1',
indicating S&P's expectation of very high (90% to 100%) recovery
in the event of payment default.  In conjunction with the term
loan financing, S&P expects Vertellus to extend the maturity of
this facility to 2019 from March 2015.

At the same time, S&P assigned its 'B-' senior secured debt rating
(which is the same as the corporate credit rating) and '4'
recovery rating to the company's proposed $455 million five-year
senior secured first-lien term loan.  The recovery ratings
indicate S&P's expectation of average (30% to 50%) recovery in the
event of payment default.  Vertellus plans to use proceeds of the
term loan and $17.5 million in new preferred stock to repay its
$345 million notes due in October 2015, reduce revolving credit
facility borrowings, repay holding company notes, pay part of the
price to acquire a U.K. chemical producer, and pay transaction
costs.  The proposed term loan permits the issuance of an
incremental term loan of up to $165 million during the first six
months for permitted acquisitions and $50 million thereafter, both
subject to certain leverage conditions.

The affirmation indicates S&P's expectation that Vertellus will
successfully complete the term loan financing and revolver
amendment, albeit at a higher cost than S&P initially envisioned.
S&P's base case also assumes that Vertellus will complete the
second acquisition (for which the parties recently signed a letter
of intent) and that the $184 million purchase price (plus
transaction costs) is financed with the $165 million incremental
term loan and $27.5 million of addition preferred equity.

The ratings on Vertellus reflect the company's "highly leveraged"
financial risk profile and "weak" business risk profile.  Given a
choice of a 'b-' or 'b' anchor, S&P selected the 'b-' anchor
because it expects the company's credit measures to remain at the
weaker end of the range that S&P deems appropriate for a "highly
leveraged" financial risk profile, which makes it comparatively
weaker than 'B' rated peers.

The outlook revision to stable from positive reflects S&P's
expectation that higher transaction costs and interest expense
than originally anticipated are likely to result in credit
measures that are appropriate for the current ratings rather than
a higher rating during the next several quarters.  Although S&P
would view the larger acquisition in particular as enhancing
Vertellus' business risk profile, it believes there are risks
associated with operating it as a stand-alone business under
Vertellus rather than previous ownership, and S&P would still
regard Vertellus' overall business risk profile as weak.

S&P's assessment of Vertellus' business risk profile reflects the
significant, albeit improving, supply/demand imbalance in the
pyridine industry offset by its strong market position in most of
its products, and good geographic diversity.  Furthermore, the
company has improved its operational efficiency, which has helped
stabilize margins.  However, preliminary third-quarter 2014
results were somewhat disappointing in that pyridine demand and
Vertellus Agriculture & Nutrition (VAN) segment earnings declined
significantly year-over-year.  S&P believes management
overestimated demand because of factors that favorably affected
industry demand the previous year, but assume results will not
deteriorate further.  The acquisitions, if completed, would
represent a continuation of Vertellus' strategy to diversify into
complementary, stable, and more value-added downstream businesses
with favorable growth prospects.

"The stable outlook reflects our assumption that the refinancing
transactions occur as currently contemplated and Vertellus
completes the two acquisitions as currently structured," said
Standard & Poor's credit analyst Cynthia Werneth.  "This should
result in credit measures commensurate with the rating, including
adjusted debt leverage of about 6x."

S&P could raise the ratings by one notch if Vertellus demonstrates
that the level of earnings and cash flow achieved following recent
operating improvements and restructuring is sustainable,
successfully integrates the acquisitions, and appears likely to
achieve and maintain adjusted debt leverage below 6x.

S&P would lower the ratings if liquidity deteriorates to the point
it regards it as weak as defined in its criteria.  In S&P's view,
this could occur if the larger acquisition is poorly executed and
this business substantially underperforms Vertellus management's
earnings expectations or if there is a loss of substantial
business from large customers in this or any of Vertellus' other
businesses.  Although Vertellus will rely less on the performance
of its VAN segment if it completes the acquisitions, operating
results and liquidity could also worsen if recent weakness in this
business is other than temporary.  Although not currently
anticipated, S&P could lower the ratings based on heightened
refinancing risk if Vertellus does not close on the proposed
refinancing and planned extension of the maturity of its revolving
credit facility within the next few weeks.


WALTER ENERGY: Bank Debt Trades at 15% Off
------------------------------------------
Participations in a syndicated loan under which Walter Energy, Inc
is a borrower traded in the secondary market at 85.20 cents-on-
the-dollar during the week ended Friday, October 24, 2014
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 2.39 percentage points from the previous week, The Journal
relates.  Walter Energy, Inc. pays 575 basis points above LIBOR to
borrow under the facility.  The bank loan matures on March 14,
2018.  The bank debt carries Moody's Ba3 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 255 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.


WEST TEXAS GUAR: Judge Approves Deal Between Plant, Farmers
-----------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
U.S. Bankruptcy Judge Robert Jones approved a repayment deal
between West Texas Guar Inc., the country's only guar-processing
plant, and farmers in Oklahoma and Texas who shipped more than $20
million worth of guar beans to the plant last year.

As previously reported by The Troubled Company Reporter, citing
The Wall Street Journal, the Oklahoma and Texas farmers have
struck a deal with the plant's majority owner, Scopia Capital
Management, LLC, under which the farmers who agree to the plant's
pending sale to an investment firm will recover about 75 cents on
the dollar of what they're owed when the plant near Lubbock,
Texas, leaves bankruptcy protection.  Some farmers will also be
able to split another $2.95 million, the Journal said.

                      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.

WTG and Scopia Windmill Fund LP filed a Joint Plan of
Reorganization and Disclosure Statement on August 25, 2014.  On
Sept. 23, WTG filed a Second Amended Joint Plan.  In support of
the plan, Scopia Windmill Fund LP, Scopia Capital Management LLC,
Scopia Holdings LLC, Corcapital Group LLC, and the Debtor executed
the attached Term Sheet for Proposed Purchase/Restructuring
Transaction that provides the basic terms for a transaction that
would be implemented through a confirmed plan of reorganization
for the Debtor.

The capital structure of the reorganized Debtor is Senior Secured
Term Loan of $8 million and Junior Secured Term Loan of $1.5
million, both of which will be issued by Scopia, and CorCapital
Preferred Interests of $7.1 million.  10% of the outstanding
fully-diluted total common interest of the Reorganized Debtor will
be issued to Scopia in full and complete satisfaction of Scopia's
claims against the Debtor in the amount of approximately $6
million plus accrued interest.  As additional consideration for
providing the $8 million Senior Secured Term Loan, Scopia will be
provided with warrants exercisable for 12% of the fully diluted
total common interests of Reorganized WTG at a price of $l.


WESTLAKE VILLAGE: Court Approves Joint Administration of Cases
--------------------------------------------------------------
The Bankruptcy Court authorized the joint administration of the
Chapter 11 cases of Westlake Village Property, LP.

The Debtors are represented by:

         Leslie A. Cohen, Esq.
         J'aime K. Williams, Esq.
         Brian A. Link, Esq.
         LESLIE COHEN LAW, PC
         506 Santa Monica Blvd., Suite 200
         Santa Monica, CA 90401
         Tel: (310) 394-5900
         Fax: (310) 394-9280
         E-mails: leslie@lesliecohenlaw.com
                  jaime@lesliecohenlaw.com
                  brian@lesliecohenlaw.com

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.


YMCA MILWAUKEE: Exclusivity Periods Extended Through January 2015
-----------------------------------------------------------------
The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., et al. won an extension of their exclusive periods to file a
Chapter 11 plan of reorganization through and until January 31,
2015, and to solicit acceptances of that plan through April 1,
2015.

The motion was filed on September 12, 2014.

The Debtors commenced their Chapter 11 cases on June 4, 2014. On
August 28, 2014, the Court established October 31, 2014 as the
last day to file claims in the reorganization cases.

The Debtors said they are in the process of selling four of their
suburban fitness centers in order to raise funds to substantially
pay down debt. The Debtors anticipated that those sales will close
in mid-October 2014. However, the process of tansitioning
operations to the buyers during the important pre-holiday
marketing and recruitment period will occupy substantial time and
energy of the Debtors' management.

Pending the sales and other restructuring steps, the Debtors are
in the process of preparing financial projections based on this
restructured footprint.

YMCA of Metropolitan Milwaukee is represented by:

     Olivier H. Reiher, Esq.
     LEVERSON LUCEY & METZ S.C.
     3030 W. Highland Blvd.
     Milwaukee, WI  53208
     Tel: (414) 539-4266 (direct)
     E-mail: pal@levmetz.com

                       About YMCA Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The cases are assigned to Judge Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.


YMCA MILWAUKEE: Lease Decision Period Extended Through January 1
----------------------------------------------------------------
At the behest of The Young Men's Christian Association of
Metropolitan Milwaukee, Inc., et al., Bankruptcy Judge Susan V.
Kelley extended the Debtors' time to assume or reject non-
residential real property leases through January 1, 2015.

The Debtors' arguments rest on the fact that premature assumption
could unnecessarily burden the estate with substantial
administrative expenses, although it is fully expected that the
Debtors' will assume all or substantially all Leases at the
appropriate time.

Since the parties are not yet in a position to begin negotiations
on terms of the plan, the Debtors said an order be entered
extending the acceptance/rejection deadline. The properties
subject to the Leases include premises used by the Debtors for the
Parklawn and Rite-Hite Fitness Center, Camp Matawa, certain office
operations at the Debtors' headquarters. Thus, the Leases are of
primary importance to the Debtors' effort to refocus on their
urban mission.

                       About YMCA Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The cases are assigned to Judge Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.


* Two Judges Give Speeches on Municipal Bankruptcy
--------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Chief U.S. Bankruptcy Judge Cecelia G. Morris
from New York and Chief Bankruptcy Judge Thomas B. Bennett from
Birmingham, Alabama, gave speeches on shortcomings in laws
covering government bankruptcies.

According to the report, Judge Morris spoke in Modena, Italy, at
the annual conference of the Global Restructuring Organization,
where she explained how Argentina's default and subsequent debt
restructuring were hobbled by the "absence of a binding
international treaty" and the consequent inability to bind a few
dissenters even when deals were struck with a vast majority of
creditors.

Meanwhile, Judge Bennett, who presided over the Chapter 9 debt
restructuring of Jefferson, Alabama, addressed the Campbell Law
Review Symposium in Raleigh, North Carolina, discussing how the
lack of precedent hasn't answered some of the most basic questions
arising when a municipality becomes insolvent.


* BOND PRICING: For the Week From October 19 to 24, 2014
--------------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
Allen Systems
  Group Inc             ALLSYS  10.500    35.000     11/15/2016
Allen Systems
  Group Inc             ALLSYS  10.500    36.500     11/15/2016
American International
  Group Inc             AIG      8.250   122.223      8/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    16.001     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    24.592       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     12.750    21.000      4/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      6.500    12.050       6/1/2016
Caesars Entertainment
  Operating Co Inc      CZR      5.750    19.250      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR     10.000    18.875     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    22.625       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR      5.750     9.000      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR     10.000    17.000     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    18.625     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750     9.375       2/1/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    17.000     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    22.625       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     10.000    18.625     12/15/2018
Cal Dive
  International Inc     DVR      5.000    45.500      7/15/2017
Dendreon Corp           DNDN     2.875    66.250      1/15/2016
Endeavour
  International Corp    END      5.500     4.980      7/15/2016
Endeavour
  International Corp    END     12.000    15.000       6/1/2018
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Holdings Corp         TXU      5.550    76.550     11/15/2014
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU     10.000     8.750      12/1/2020
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU     10.000     8.750      12/1/2020
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU      6.875     5.625      8/15/2017
Exide Technologies      XIDE     8.625    17.500       2/1/2018
Exide Technologies      XIDE     8.625    16.500       2/1/2018
Exide Technologies      XIDE     8.625    16.500       2/1/2018
FBOP Corp               FBOPCP  10.000     2.000      1/15/2009
FairPoint
  Communications
  Inc/Old               FRP     13.125     1.000       4/2/2018
Global Geophysical
  Services Inc          GGS     10.500    11.000       5/1/2017
Global Geophysical
  Services Inc          GGS     10.500     8.000       5/1/2017
Gymboree Corp/The       GYMB     9.125    33.900      12/1/2018
JAKKS Pacific Inc       JAKK     4.500    99.500      11/1/2014
JAKKS Pacific Inc       JAKK     4.500    99.620      11/1/2014
James River Coal Co     JRCC     7.875     1.140       4/1/2019
James River Coal Co     JRCC    10.000     1.250       6/1/2018
James River Coal Co     JRCC     3.125     0.101      3/15/2018
James River Coal Co     JRCC    10.000     4.963       6/1/2018
Las Vegas Monorail Co   LASVMC   5.500     3.000      7/15/2019
Lehman Brothers Inc     LEH      7.500    12.500       8/1/2026
MDC Holdings Inc        MDC      5.375   103.500       7/1/2015
MF Global Holdings Ltd  MF       6.250    40.500       8/8/2016
MF Global Holdings Ltd  MF       1.875    38.100       2/1/2016
MModal Inc              MODL    10.750    10.125      8/15/2020
Molycorp Inc            MCP      6.000    32.000       9/1/2017
Molycorp Inc            MCP      3.250    50.000      6/15/2016
Molycorp Inc            MCP      5.500    37.000       2/1/2018
Momentive Performance
  Materials Inc         MOMENT  11.500     1.500      12/1/2016
Motors Liquidation Co   MTLQQ    7.200    11.250      1/15/2011
Motors Liquidation Co   MTLQQ    7.375    11.250      5/23/2048
Motors Liquidation Co   MTLQQ    6.750    11.250       5/1/2028
NII Capital Corp        NIHD     7.625    19.500       4/1/2021
NII Capital Corp        NIHD    10.000    31.125      8/15/2016
NII Capital Corp        NIHD     8.875    28.250     12/15/2019
Nuveen Investments Inc  JNC      9.500   116.313     10/15/2020
OMX Timber Finance
  Investments II LLC    OMX      5.540    25.188      1/29/2020
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Powerwave
  Technologies Inc      PWAV     3.875     0.125      10/1/2027
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Powerwave
  Technologies Inc      PWAV     3.875     0.125      10/1/2027
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Quicksilver
  Resources Inc         KWK      7.125    24.330       4/1/2016
Saratoga
  Resources Inc         SARA    12.500    81.500       7/1/2016
THQ Inc                 THQI     5.000    12.125      8/15/2014
TMST Inc                THMR     8.000    12.000      5/15/2013
TeleCommunication
  Systems Inc           TSYS     4.500    99.700      11/1/2014
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    25.000       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    10.375      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    10.500      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    10.150      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    22.500       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    10.250      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    10.000      11/1/2016
Tunica-Biloxi
  Gaming Authority      PAGON    9.000    59.375     11/15/2015
UST LLC                 MO       5.750   113.271       3/1/2018
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375    60.000       8/1/2016
Walter Energy Inc       WLT      9.875    29.726     12/15/2020
Walter Energy Inc       WLT      8.500    27.500      4/15/2021
Walter Energy Inc       WLT      9.875    29.000     12/15/2020
Walter Energy Inc       WLT      9.875    29.000     12/15/2020
Western Express Inc     WSTEXP  12.500    89.125      4/15/2015
Western Express Inc     WSTEXP  12.500    88.750      4/15/2015


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.


                  *** End of Transmission ***