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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

            Thursday, October 30, 2014, Vol. 18, No. 302

                            Headlines

22ND CENTURY: Fires Chief Executive Officer and Chairman
246 SPRING STREET: Stake in Trump SoHo Project Owner Up for Sale
ABACO ENERGY: Moody's Rates $175-Mil. Sr. Secured Loan 'B3'
ALLIED IRISH: Comprehensive Assessment 2014 Results
ALPHA HOME: Section 341(a) Creditors' Meeting Continued

ALPHA HOME: Files Schedules of Assets and Liabilities
ARCHDIOCESE OF MILWAUKEE: Judge Asked to Stay Court Proceedings
AMCAD HOLDINGS: Lorain Mulls Lawsuit Over Court Software Problems
ASP HHI: S&P Withdraws 'B+' Corp. Credit Rating on Debt Repayment
B&B ALEXANDRIA: Gets Approval of Agreement With DC 12-13 Fund

BANK OF THE CAROLINAS: Board Elects Harvey Glick as Chairman
BOART LONGYEAR: Moody's Affirms Caa1 Corporate Family Rating
BUILDING MATERIALS: Moody's Rates New $1.2BB Unsecured Notes Ba2
CAP-CON AUTOMOTIVE: S&P Withdraws 'B+' CCR on Debt Repayment
CARRIZO OIL: Moody's Rates New $250MM Unsecured Notes B2

CASTLE HOME BUILDERS: Wins Sanctions Against Everhome Mortgage
COUNTRY STONE: Wants Until Dec. 4 to File Schedules
COUNTRY STONE: Proposes $34-Mil. of DIP Loans From First Midwest
COUNTRY STONE: Seeks Nod for Silverman Providing CRO, Manager
CLARKS SALES: Financial Problems Since 2008 Led to Bankr. Filing

COUNTRY STONE: Taps Epiq as Claims & Balloting Agent
COUNTRY STONE: Proposes Katten Muchin as Counsel
COUTURE HOTEL: Schedules of Assets and Liabilities Due Tomorrow
COUTURE HOTEL: Gets Interim OK to Use Cash Collateral Until Nov. 7
CRAIGHEAD COUNTY FAIR: To Sell 15 Acres at Old Fairgrounds

CTD ENTERTAINMENT: Case Summary & 12 Largest Unsecured Creditors
CTI BIOPHARMA: Acquires Exclusive Worldwide License to Tosedostat
D&L ENERGY: To Sell Assets to Resource Land for $7.65 Million
DEALMAKERS CONSULTANTS: Showcase Wins Retroactive Stay Relief
DTS8 COFFEE: 'Cafe de la DON MANUEL' Now Open for Business

EDWARD FREEMAN: Court Grants Motion to Avoid Judicial Lien
ELBIT IMAGING: Unit To Sell "Mango" Operation to Fox-Wisel
ENDEAVOUR INT'L: Sec. 341 Creditors' Meeting Set for Nov. 10
ENDEAVOUR INT'L: Seeks to Schedules Filing Extension Thru Dec 15
EXIDE TECHNOLOGIES: Creditors Seek Info on Plans to Sell Co.

EVRAZ NORTH AMERICA: Moody's Assigns 'Ba3' Corporate Family Rating
EVRAZ NORTH AMERICA: S&P Assigns Prelim. 'B+' CCR; Outlook Stable
FIRST NIAGARA: Fitch Puts Bb+ Sub. Debt Rating on Watch Negative
GLYECO INC: To Work With Haldor to Develop Recycling Facilities
FOUR OAKS FINCORP: Incurs $8.6 Million Net Loss in Third Quarter

GREEN MOUNTAIN: Wants Court to Set Dec. 5 as Claims Bar Date
GREEN MOUNTAIN: Unit Amends Schedules of Assets and Liabilities
GEOMET INC: Series A Preferred Stock Delisted From NASDAQ
GROVE ESTATES: Files Schedules of Assets and Liabilities
HDGM ADVISORY: May Reject Unexpired Lease With MT Acquisitions

HDGM ADVISORY: MISI Authorized to Enter Into Agreements With MT
HDOS ENTERPRISES: Combined Disclosure Statement & Plan Confirmed
INTELLICELL BIOSCIENCES: Director Myron Holubiak Resigns
INTELLIPHARMACEUTICS INT'L: Gets FDA "Acceptable" Classification
ITR CONCESSION: Judge Approves Toll Road Bankruptcy-Exit Plan

ITR CONCESSION: Court Fixes Nov. 17 as General Claims Bar Date
KJAYA LLC: Case Summary & 20 Largest Unsecured Creditors
LAKE DISTILLING: Case Summary & 5 Largest Unsecured Creditors
LEHMAN BROTHERS: Asks Court to Extend Terms of Plan Trust
LEHMAN BROTHERS: Opposes Bid to Increase Claims Reserve

LEHMAN BROTHERS: JPM Repo-Market Lawsuit Resumes
LEHMAN BROTHERS: 2nd Cir. Refuses to Hear Appeal in Barclays Suit
LEHMAN BROTHERS: Seeks Approval to Settle Claims vs. Putnam
LEHMAN BROTHERS: Giants Insists Swap Claims Valid
LEVI STRAUSS: Fitch Affirms 'BB' IDR & Alters Outlook to Positive

LM WASTE SERVICE: Case Summary & 20 Largest Unsecured Creditors
M.D.M. PROPERTY: Voluntary Chapter 11 Case Summary
M/I HOMES: Moody's Rates New $350MM Unsecured Notes 'B1'
MACKEYSER HOLDINGS: Essilor Objects to Deal With Secured Lenders
MERCURY NEW: Moody's Assigns B1 Corporate Family Rating

METALICO INC: Sets Nov. 6 as Special Meeting Record Date
MILLER AUTO PARTS: Auction on Nov. 13; Sale Hearing Next Day
MILLER AUTOMOTIVE: Needler Suspended, Directed to Disgorge Fees
MISSISSIPPI PHOSPHATES: Proposes $10-Mil. of DIP Financing
MISSISSIPPI PHOSPHATES: Files for Ch. 11 With Plans to Sell

MOMENTIVE PERFORMANCE: Exit Plan Declared Effective October 24
MRIYA AGRO: Presents Restructuring Plan to Creditors
NASSAU TOWER: Court Directs Payment of US Trustee's Fees
NEOVIA LOGISTICS: Moody's Affirms B3 Corporate Family Rating
NEOVIA LOGISTICS: S&P Affirms 'B' Corp. Credit Rating

NEPHROS INC: Receives FDA 510(k) Clearance for Ultrafilters
NII HOLDINGS: To Be Delisted From Nasdaq Effective Nov. 6
NORTEL NETWORKS: Canadian Committee Joins Objection to Settlement
O'BANNON PLAZA: Loses Appeal in Claim Dispute With CAB Properties
OPTIMA SPECIALTY: Moody's Rates New $300MM Secured Notes 'B3'

PEABODY ENERGY: Fitch Lowers Issuer Default Rating to 'BB-'
PQ CORP: Moody's Affirms B3 Corporate Family Rating
PROVIDENCE SERVICE: S&P Retains 'B+' CCR on $120MM Debt Add-On
RADIOSHACK CORP: Brings on GM Bailout Veteran to Aid Turnaround
RADNOR HOLDINGS: Court Rejects CEO Motion in Tennenbaum Suit

REGAL ENTERTAINMENT: Special Dividend No Impact on Moody's B1 CFR
REGAL ENTERTAINMENT: S&P Puts 'B+' CCR on CreditWatch Negative
RESTORGENEX CORP: Issues 100,000 Shares to Isaac Blech
REVEL AC: Atlantic City Takes Co. to Court Over Unpaid Taxes
SAMUEL WYLY: Lawyers Ask Judge to Bless Art Sale

SCHWAB INDUSTRIES: Suit v. Huntington Bank Stays Bankr. Court
SEARS HOLDINGS: ESL Partners Buys 1.6MM Add'l Sears Canada Shares
SEVEN S: Parties Stipulate to Temporary Standstill
SOUTHEAST POWERGEN: Moody's Assigns Ba2 Rating on $550.5MM Debt
SOUTHEAST POWERGEN: S&P Assigns Prelim. BB Rating on $550MM Loans

STELLAR BIOTECHNOLOGIES: Signs Supply Agreement with Biovest
STEM SCHOOL: S&P Assigns 'BB+' Rating on $14.7MM Revenue Bonds
STG-FAIRWAY ACQUISITIONS: S&P Removes 'B' CCR From Watch Negative
TARSIN INC: Consorteum Holdings Inks License Agreement with NYG
TEMPLAR ENERGY: S&P Withdraws 'B-' Rating on $550MM Loan

TRUMP ENTERTAINMENT: Taj Mahal Insists on Keeping Trump Name
TURNER GRAIN: Files for Ch. 11 with $24.8-Mil. in Debt
VANTAGE PIPELINE: S&P Affirms 'BB-' CCR Then Withdraws Rating
VIGGLE INC: Signs $30 Million Purchase Agreement With Sillerman
WEST TEXAS GUAR: Nov. 20 Hearing on Reorganization Plan Set

WILLBROS GROUP: S&P Revises Outlook to Stable & Affirms 'B-' CCR
XTREME POWER: Court Okays 2nd Motion to Sell Battery in China
YONKERS ECONOMIC: S&P Reinstates 'BB' Revenue Bonds Rating
ZOGENIX INC: Subsidiary Acquires Brabant Pharma
ZOGENIX INC: Visium Balanced Reports 5.3% Equity Stake

* FY 2014 Bankruptcy Filings Lowest in Seven Years
* Foreign Companies Are Turning to U.S. Bankruptcy Courts

* Mark Platt Joins McGuireWoods' Dallas Office as Partner

* BPC Hosts Panel Discussion on Too-Big-To-Fail Policy

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


22ND CENTURY: Fires Chief Executive Officer and Chairman
--------------------------------------------------------
The Board of Directors of 22nd Century Group, Inc., terminated the
employment agreement of Joseph Pandolfino, the Company's Chairman
of the Board and chief executive officer, pursuant to Section 4.2
(Termination by the Company Without Cause) of Mr. Pandolfino's
Employment Agreement, dated as of Jan. 25, 2011.  As a result, the
Company will pay Mr. Pandolfino severance payments as provided in
his Employment Agreement.

On Oct. 25, 2014, the Company's Board of Directors:

    (i) appointed Henry Sicignano, III, the current president of
        the Company, to also be the chief operating officer of the
        Company;

   (ii) appointed the Company's lead independent director, James
        Cornell, to be the new Chairman of the Board of Directors
        of the Company; and

  (iii) formed an Executive Committee of the Board, consisting of
        the existing independent directors of the Company of James
        Cornell (Chair of the Executive Committee), Richard
        Sanders and Joseph Dunn, to assist the management of the
        Company until the Board completes its search for and
        selection of a new chief executive officer of the Company.

Mr. Pandolfino remains as a member of the Board of Directors of
the Company.  The Company and Mr. Pandolfino are discussing his
possible employment with the Company as its new chief technology
officer.

                        About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

22nd Century reported a net loss of $26.15 million in 2013, a net
loss of $6.73 million in 2012 and a net loss of $1.34 million in
2011.  As of June 30, 2014, the Company had $11.24 million in
total assets, $2.11 million in total liabilities, and $9.12
million in total shareholders' equity.


246 SPRING STREET: Stake in Trump SoHo Project Owner Up for Sale
----------------------------------------------------------------
246 Sping Street (SoHo NY) Mezz LLC, as lender, is selling at a
foreclosure auction on November 20 all of the rights, title and
interests of pledgor, 246 Spring Street Holdings II LLC, aas a
member in and to Bayrock/Sapir Organization LLC.  The sale
includes the pledgor's 100% membership interest in Bayrock/Sapir.

Bayrock/Sapir owns and operates Trump Soho, a 391 guest rooms on a
46-story hotel, whose amenities include studios, suits,
penthouses, business center, restaurant, bar, and spa, according
to Businessweek.com.

The lender is not selling any interest not owned by the pledgor,
or not subject to a first-priority lien in favor of the lender.

The lender's collateral secures repayment of the pledgor's debt to
the lender in an amount not less than $244,708,638 plus per diem
interest of $125,073 through the sale date, and fees, expenses and
protective advances.

The auction will be held Nov. 20 at 10:00 a.m. at the offices of
lender's counsel:

     Matthew D. Parrott, Esq.
     KATTEN MUCHIN ROSENMAN LLP
     575 Madison Avenue
     New York, NY 10022
     Tel: 212-940-8842
     Fax: 212-894-5842
     E-mail: m.parrott@kattenlaw.com

The collateral will be sold as a single lot and to the highest and
best bidder.

Interested parties must provide an initial deposit of not less
than $1 million.  Bids are due by Nov. 17 at 4:00 p.m. EST.

During the auction, successive bids will be in minimum increments
of $500,000 or other amounts as the lender may announce at the
sale.

The lender will have the discretion to identify the winning bidder
and a back-up bidder.

Within three business days of the lender's acceptance of the
winning bid, the bidder -- other than the lender -- must present
an additional non-refundable deposit for not less than $9 million.
The balance is due within 60 days from the sale date.

If the winning bidder fails to pay the additional deposit with
three business days of the sale, the bidder will forfeit the
initial deposit to the lender as liquidated damages, and the
collateral may, at the lender's option:

     -- be sold to the backup bidder;

     -- immediately sold to the lender in satisfaction of all
        or a portion of the indebtedness as may exceed the
        back-up bid; or

     -- offered for sale at a later date.

The lender has engaged Eastdil Secured LLC to offer the collateral
for sale.  Eastdil may be reached at:

     Adam J. Spies
     Senior Managing Director
     EASTDIL
     40 West 57th Street, 22nd Floor
     New York, NY 10019
     Tel: 212-315-7317
     Fax: 212-315-3602
     E-mail: aspies@eastdilsecured.com


ABACO ENERGY: Moody's Rates $175-Mil. Sr. Secured Loan 'B3'
-----------------------------------------------------------
Moody's Investors Service assigned first time ratings to Abaco
Energy Technologies LLC, including a B3 Corporate Family Rating
(CFR) and a B3 rating to its proposed $175 million senior secured
term loan. At the same time, Moody's assigned a SGL-2 Speculative
Grade Liquidity Rating and a stable rating outlook. The proceeds
of the term loan will be used to partially fund Abaco's $360
million acquisition of Basin Tools, Inc. Abaco is a portfolio
company owned by private equity firm Riverstone Holdings, LLC.
Abaco presently has no assets or operations. The ratings are
subject to a review of the final credit agreements.

"The B3 rating for Abaco reflects the risks of Basin's niche
market position and single product line in competition with some
of the industry's dominant providers of oilfield products and
services," commented Pete Speer, Moody's Senior Vice President.
"The rating is supported by Basin's rising reputation as a
reliable supplier with a strong customer service focus and
Riverstone's significant equity funding of the acquisition."

Assignments:

Probability of Default Rating, Assigned Caa1-PD

Corporate Family Rating, Assigned B3

Speculative Grade Liquidity Rating, Assigned SGL-2

Senior Secured Bank Credit Facilities (Local Currency), Assigned
B3(LGD3)

Outlook Actions:

Outlook, Assigned Stable

Ratings Rationale

Abaco's B3 Corporate Family Rating (CFR) reflects the company's
relatively small size and single product line with exposure to the
highly cyclical onshore drilling activity in the US through its
acquisition of Basin. That company and its operating subsidiaries
manufacture and service specific downhole tools in competition
with National Oilwell Varco (A2 stable) and a division of
Schlumberger Ltd. (Aa3 stable), which are much larger and more
diversified companies with far greater financial resources. The
rating is supported by Basin's demonstrated ability to provide a
quality product at meaningfully shorter turnaround times,
providing the company with a growing niche market position as a
viable alternative to the market leaders. The rating also benefits
from reasonable initial financial leverage following the
acquisition. Riverstone, a seasoned energy investor, is funding
the acquisition with a little over 50% of cash equity.

The B3 ratings on the proposed term loan and revolving credit
facility reflect both the overall probability of default of Abaco,
to which Moody's assigned a PDR of Caa1-PD, and a loss given
default of LGD 3. The senior secured credit facility is comprised
of a $25 million five-year revolving credit facility and $175
million seven-year term loan that will be secured by a pari passu
first lien claim on all of Abaco's tangible and intangible assets.
Since all the debt in the capital structure has the same priority
claim to the assets, the term loan and revolver are rated the same
as the CFR. Furthermore, because the entire capital structure
includes only bank debt, a 65% recovery rate was used in
determining the LGD estimates under Moody's Loss Given Default
Methodology.

Moody's expects Abaco to have good liquidity following the
acquisition, as indicated by the SGL-2 rating. The company should
generate free cash flow given its strong margins and limited
capital reinvestment and working capital requirements. Abaco will
have an undrawn $25 million revolving credit facility to provide
liquidity for working capital fluctuations and earnings
cyclicality. The cash balance after the acquisition will be
minimal but Moody's expects that to grow from free cash flow
through 2015. Financial covenants have not been finalized, but
Moody's expects the covenants to include a limitation on leverage
(Debt/EBITDA) that steps down over time, consistent with the
company's forecasts but with sufficient headroom for future
compliance. Substantially all of Abaco's assets are secured, so
the company has little alternative sources of liquidity.

The $175 million term loan results in Abaco having Debt/EBITDA
around 4x expected 2014 EBITDA. The stable rating outlook reflects
Moody's expectation that management will maintain Abaco's good
liquidity and steadily reduce debt and financial leverage through
free cash flow. The ratings could be downgraded if the company's
cash flows significantly decline because of a cyclical downturn in
drilling activity or deterioration in market share. A leveraging
acquisition could also pressure the ratings. Debt/EBITDA sustained
above 5x or a significant deterioration in liquidity could result
in a ratings downgrade. A positive rating action is unlikely
absent a substantial increase in Abaco's scale and product line
diversification without increasing financial leverage. EBITDA
above $100 million with Debt / EBITDA at or below 4x could result
in a ratings upgrade.

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

Abaco Energy Technologies LLC is majority owned and controlled by
Riverstone Holdings LLC. The company will be an oilfield products
manufacturer and provide related services following its
acquisition of Basin Tools, Inc.


ALLIED IRISH: Comprehensive Assessment 2014 Results
---------------------------------------------------
Allied Irish Banks, p.l.c., noted the publication of results of
the CA European wide stress testing exercise conducted by the
European Banking Authority and the European Central Bank in
conjunction with AIB's National Competent Authority, the Central
Bank of Ireland.

Under the CA, the capital adequacy threshold for the baseline
stress test scenario was set at 8.0% Common Equity Tier 1 (CET 1)
and set at 5.5% CET 1 in the adverse stress test scenario.  Both
scenarios were assessed for capital under the transitional
arrangements as set out in Capital Requirements Directive (CRD)
IV, over a 3 year period from 2014 - 2016.

Economic conditions in Ireland and the UK have continued to
improve in 2014.  AIB's transitional CET 1 ratio, including the
benefit of unaudited profits generated in H1 2014, increased to
16.1% as of 30 June 2014 and the bank has continued to generate
capital in quarter 3 2014.

The results published by the ECB and EBA are point in time
projections based on prescribed assumptions and should not be
treated as indicative of future financial performance of AIB.  To
view the results including disclosure templates published by the
ECB and EBA for AIB please go to investorrelations.aib.ie

AIB currently has 523,438,445,437 ordinary shares in issue, of
which 99.8% are held by the National Pensions Reserve Fund
Commission, with 500 billion of the ordinary shares issued to the
NPRFC in July 2011 at a price of EUR0.01 per share.  Based on the
number of shares currently in issue and the closing share price of
24 October 2014, AIB trades on a valuation multiple of c. 8x
(excluding 2009 Preference Shares) 30 June 2014 Net Asset Value
(NAV).  The Group continues to note that the median for comparable
European banks is c.1x NAV.

                      About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

Allied Irish Banks reported a loss of EUR1.59 billion in 2013, a
loss of EUR3.55 billion in 2012 and a net loss of $2.32 billion in
2011.

At Dec. 31, 2013, the Company had EUR117.73 billion in total
assets, EUR107.24 billion in total liabilities and EUR10.49
billion in total shareholders' equity.


ALPHA HOME: Section 341(a) Creditors' Meeting Continued
-------------------------------------------------------
U.S Trustee Nancy J. Gargula will continue the meeting of
creditors of Alpha Home Association of Greater Indianapolis
(Indiana) Inc. because the Debtor's petition, schedules, and
financial reports are incomplete and the individual who signed the
schedules is not present.

The meeting originally took place on Oct. 1, 2014.

No date has been set for the next meeting.

Alpha Home Association of Greater Indianapolis (Indiana) Inc.
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No.
14-07997) in Indianapolis on Aug. 26, 2014.  The Debtor estimated
assets and debts between $500 million and $1 billion.

The case is assigned to Judge James K. Coachys. Brian D.
Salwowski, Esq., in Indianapolis, serves as counsel.


ALPHA HOME: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Alpha Home Association of Greater Indianapolis (Indiana) Inc.
filed its schedules of summary of assets and liabilities in the
U.S. Bankruptcy Court for the Southern District of Indiana,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,009,900
  B. Personal Property              $251,680
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $194,477
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $4,000
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                          $302,174
                                 -----------      -----------
        Total                     $3,261,580         $500,652

A full-text copy of the Debtor's schedules is available for free
at http://is.gd/46FxSr

Alpha Home Association of Greater Indianapolis (Indiana) Inc.
filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No.
14-07997) in Indianapolis on Aug. 26, 2014.  The Debtor estimated
assets and debts between $500 million and $1 billion.

The case is assigned to Judge James K. Coachys. Brian D.
Salwowski, Esq., in Indianapolis, serves as counsel.


ARCHDIOCESE OF MILWAUKEE: Judge Asked to Stay Court Proceedings
---------------------------------------------------------------
A group of victims of clergy sex abuse is asking a bankruptcy
judge to hold off on all court proceedings related to the
Archdiocese of Milwaukee's bid to have its claims dismissed.

In its motion, the group represented by Minnesota-based Jeff
Anderson & Associates, P.A. asked U.S. Bankruptcy Judge Susan
Kelley to stay court proceedings until after the hearing on the
archdiocese's bankruptcy plan.

The archdiocese filed motions for summary judgment earlier this
month challenging 11 claims asserted by the sex abuse victims,
which their lawyer says, would only further deplete the
archdiocese's resources.

"Litigating the summary judgment motions will needlessly deplete
the archdiocese's estate, thereby reducing what little amount of
money is available to abuse survivors while simultaneously wasting
judicial resources," said Michael Finnegan, Esq., at Jeff Anderson
& Associates P.A., in St. Paul, Minnesota.

                  About Archdiocese of Milwaukee

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

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

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

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

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


AMCAD HOLDINGS: Lorain Mulls Lawsuit Over Court Software Problems
-----------------------------------------------------------------
Evan Goodenow at Chronicle.northcoastnow.com reports that the city
of Lorain is considering filing a lawsuit against American
Cadastre, L.L.C., over the May 9 Lorain Municipal Court computer
crash and the court's software problems, causing the loss of about
90,000 records.

Lorain's annual audit released by the Ohio Auditor's Office showed
that the court has been unable to reconcile its books to its bank
accounts from October 2013 to December 2013, and it hasn't
distributed some revenues to certain jurisdictions, which could
lead to "potential misstatements to accounts,"
Chronicle.northcoastnow.com relates.

The Ohio Supreme Court recommended hiring American Cadastre, but
hasn't provided any assistance since the crash,
Chronicle.northcoastnow.com says, citing Court Clerk Lori
Maiorana.

Barnett Wright at Al.com reported on Sept. 26, 2014, that Judge
Alan King said American Cadastre -- responsible for key functions
in Jefferson County's probate court, and land records and judicial
software systems for a range of entities in Alabama -- filed for
bankruptcy, leaving at risk the county's documenting of land and
public records and judicial cases in court.

Herndon, Virginia-based software vendor AmCad Holdings, LLC
(Bankr. D. Del. Case No. 14-12168) and American Cadastre, L.L.C. -
- dba AMCAD LLC and Amcad Digital Conversion, LLC -- (Bankr. D.
Del. Case No. 14-12169) filed separate Chapter 11 bankruptcy
petitions on Sept. 19, 2014.

Nicholas J. Brannick, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., serves as the Debtors' bankruptcy counsel.

SOLIC Capital Advisors, LLC, is the Debtors' financial advisor and
investment banker.  The Debtors' restructuring advisor is
Kallander Group, Inc.  The Debtors' claims/noticing agent is The
Garden City Group.

In its Petition, AmCad Holdings, LLC, estimated its assets at up
to $50,000, and its debts at between $1 million and $10 million.

In its Petition, American Cadastre estimated its  assets at $1
million to $10 million, and its debts at $10 million to $50
million.

The Petitions were signed by Ian L. Blasco, manager.


ASP HHI: S&P Withdraws 'B+' Corp. Credit Rating on Debt Repayment
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings,
including its 'B+' corporate credit ratings, on ASP HHI
Intermediate Holdings Inc., Metaldyne LLC, and Grede Holdings LLC
upon completion of a merger-related refinancing transaction.

On Oct. 20, 2014, Plymouth, Mich.-based global auto components
manufacturer Metaldyne Performance Group Inc. (MPG) issued a $1.35
billion senior secured term loan and $600 million senior unsecured
notes to refinance the existing debt of three standalone companies
-- ASP HHI Intermediate Holdings, Metaldyne, and Grede Holdings --
under a single, consolidated issuer structure at MPG.


B&B ALEXANDRIA: Gets Approval of Agreement With DC 12-13 Fund
-------------------------------------------------------------
B&B Alexandria Corporate Park TIC 17, LLC received approval from
U.S. Bankruptcy Judge Brian Kenney of its agreement with secured
creditor DC 12-13 Fund, LLC.

The agreement addresses the collection and disposition of rental
income from a commercial building of which B&B Alexandria is a co-
owner.

The property located in Alexandria, Virginia, secures the loans
extended by DC 12-13 Fund to the company, which matured in June.

Among other things, the agreement allows B&B Alexandria to pay the
rents, which constitute cash collateral of DC 12-13 Fund, to its
secured creditor.  A copy of the agreement is available for free
at http://is.gd/MLVkrs

                       About B&B Alexandria

B&B Alexandria Corporate Park TIC 17, LLC, filed a Chapter 11
bankruptcy petition (Bankr. E.D. Va. Case No. 14-12434) on
June 27, 2014.  The Debtor estimated assets and liabilities of
$10 million to $50 million.  The petition was signed by David H.
Bralove as special member.  The Hon. Brian F. Kenney presides over
the case.  Tyler, Bartl, Ramsdell & Counts, P.L.C., acts as the
Debtor's counsel.


BANK OF THE CAROLINAS: Board Elects Harvey Glick as Chairman
------------------------------------------------------------
The board of directors of Bank of the Carolinas Corporation and
its wholly owned subsidiary, Bank of the Carolinas, have appointed
Harvey L. Glick as a director and elected him as chairman.  The
board was introduced to Mr. Glick during the course of the
Company's recent $45.8 million capital raise.  Mr. Glick
participated in the capital raise and was instrumental to its
success.

In electing Glick as chairman, the board noted his involvement in
the capital raise, his leadership capabilities, and his broad
experience in the financial services industry.  Glick, 63, was
most recently president and chief executive officer of Insight
Bank, Worthington, Ohio, from 2008 until 2014.  He currently
serves on the board of directors of Insignia Bank, Sarasota,
Florida.  Mr. Glick began his banking career in 1980 at State
Savings Bank, Columbus, Ohio.  He served as chairman and chief
executive officer of Prospect Bank, Columbus, Ohio, until its sale
to Sky Financial Group in 2004.  He then served as executive vice
president of Sky Bank until July 2006.  Mr. Glick also served as
chairman of the board of directors of Century Bank, Columbus,
Ohio, as a member of the board of directors of State Savings Bank
of Arizona, and as a member of the board of directors of Carolina
Financial Corporation, Charleston, South Carolina.  Mr. Glick also
serves on the Banking Commission for the State of Ohio.

Mr. Glick succeeds Dr. Francis W. Slate as chairman.  Dr. Slate
will continue to serve on the board until the Company's annual
meeting of shareholders in December.

"I'm excited to have been appointed to the board of directors and
look forward to working with the nearly 100 talented associates at
Bank of the Carolinas -- a true community bank," Glick said.
"With our new capital in hand and the retirement of our borrowings
I'm very optimistic about the future. With the pending retirement
of Dr. Francis W. Slate, I want to thank him for his leadership
and acknowledge that I have very big shoes to fill."

Stephen R. Talbert, president and chief executive officer of the
Company and the Bank, commented, "We are very excited to have
Harvey Glick join our board of directors.  Harvey has a vast
amount of experience in banking and his knowledge and expertise
will be a tremendous addition to our team.  With his successful
leadership positions at previous banking institutions, we are
confident that his addition to our board will be beneficial in
helping guide Bank of the Carolinas into the future."

The term of the agreement commenced on Feb. 1, 2014, and will end
on a date to be determined by the Bank and GBL.  The Bank paid GBL
$10,000 upon the signing of the agreement and agreed to pay GBL
$10,000 per month during the term of the agreement.  The aggregate
yearly amount due to GBL under the agreement is $120,000.  The
Bank also agreed to reimburse GBL for its out-of-pocket expenses
incurred in connection with the performance of its services under
the agreement.

It is anticipated that five of the current directors of the
Company and the Bank -- Jerry W. Anderson, Alan M. Bailey, John A.
Drye, John W. Googe, and Francis W. Slate, will retire from the
board of directors of the Company and the Bank following the
Company's annual meeting of shareholders.  The Company's annual
meeting of shareholders is currently scheduled for Dec. 4, 2014.

                    About Bank of the Carolinas

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

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

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

As of June 30, 2014, the Company had $427.82 million in total
assets, $423.04 million in total liabilities and $4.77 million in
total stockholders' equity.


BOART LONGYEAR: Moody's Affirms Caa1 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed Boart Longyear Limited's Caa1
Corporate Family Rating (CFR) and Caa1-PD probability of default
rating. The speculative grade liquidity rating was changed to SGL-
2 from SGL-4. At the same time, Moody's affirmed Boart Longyear
Management Pty Limited's B3 senior secured note rating and Caa2
senior unsecured note rating. The rating outlook was changed to
stable from negative.

Upgrades:

Issuer: Boart Longyear Limited

Speculative Grade Liquidity Rating, changed to SGL-2 from SGL-4

Issuer: Boart Longyear Management Pty Limited

Outlook Actions:

Issuer: Boart Longyear Limited

Outlook, Changed To Stable From Negative

Issuer: Boart Longyear Management Pty Limited

Outlook, Changed To Stable From Negative

Affirmations:

Issuer: Boart Longyear Limited

Probability of Default Rating, Affirmed Caa1-PD

Corporate Family Rating (Local Currency), Affirmed Caa1

Issuer: Boart Longyear Management Pty Limited

Senior Secured Regular Bond/Debenture (Local Currency) Oct 1,
2018, Affirmed B3, LGD3

Senior Unsecured Regular Bond/Debenture (Local Currency) Apr 1,
2021, Affirmed Caa2, LGD5

Ratings Rationale

The ratings affirmation reflects the recapitalization being
undertaken, which includes the refinancing of debt and new equity
infusion. Although gross debt will modestly increase, the
recapitalization will significantly enhance Boart's liquidity and
remove the likelihood of covenant defaults under the revolving
credit facility and consequently potential cross defaults to the
senior secured and unsecured notes. In addition, the refinancing
improves the company's debt maturity profile with the earliest
maturity being $300 million in 2018.

Under the plan, affiliates of Centerbridge Partners, L.P.
(Centerbridge -- Boart's largest shareholder with a 19.9% stake
following an initial $6 million equity placement) provided a $120
million senior secured term loan -- Tranche A and will provide up
to a $105 million senior secured term loan-tranche B. The Tranche
A facility was used to repay the revolving credit facility ($38
million outstanding at June 30, 2014) while Tranche B will finance
the tender offer for up to $105 million of the 10% senior secured
notes due 2018. Both tranches will be covenant-lite, containing no
financial covenants and will be paid-in-kind (PIK) interest. In
addition, there will be an equity infusion of between $119 million
and $127 million in varying increments due to the need to receive
existing shareholder approval, comprised of the aforementioned $6
million initial placement, a $21 million conditional placement to
Centerbridge and a rights issue of between $76 million and $84
million, which will be underwritten by Centerbridge. In addition,
Centerbridge will exchange $16 million of the senior unsecured
notes it holds to equity.

The Caa1 CFR reflects the weak earnings generation capacity of the
company, its high leverage and the difficult conditions it faces
given the pull back by the mining industry, particularly the gold
industry, in the drilling service areas that Boart provides. The
gold and copper industries account for approximately 63% of
revenue in the drilling services segment, the dominant revenue
driver. Given the mining industry's focus on cost containment,
investment discipline and reduced exploration and development run
rates, these challenging market conditions are expected to
continue through 2015 and result in continued pressure on debt
protection metrics. However, Boart continues to focus on cost
reduction and expects to achieve $58 million in SG&A savings in
2014 and has reduced capital spending levels from 2013. While
performance indicators for the third quarter ended September 30,
2014 point to a stabilization in rig utilization, this is at very
low levels; thereby maintaining continued pressure on pricing. At
the current quarterly EBITDA run rate annualized, leverage, pro
forma for the recapitalization, as measured by the debt/EBITDA
ratio would be approximately 11x and 15x on an unadjusted and
adjusted basis respectively. However, the rating incorporates the
company's improved liquidity position, which is expected to be
adequate to meet its requirements in a slowly improving market. On
a net debt basis the debt/EBITDA ratio would be approximately 7.7x
and 11.8x on an unadjusted and adjusted basis.

Additionally, the rating considers the company's position as a
leading global supplier of drilling services and complementary
drilling products, principally to the mineral mining industry,
particularly the gold industry, but also to the environment and
infrastructure end markets.

The SGL-2 speculative grade liquidity rating reflects the
company's strengthened cash position, which will increase to about
$240 million pro-forma for the recapitalization ($69 million at
June 30, 2014). Although the company has eliminated its revolving
credit facility, replacing it with the term loan Tranche A, this
amount is seen as well able to meet requirements. In addition, the
improved maturity profile and the absence of financial maintenance
covenants is captured in the SGL-2.

The stable outlook reflects Moody's expectation that conditions
will not deteriorate further but will likely stay around current
levels (ie capacity utilization at about 40%) with improvement in
business conditions occurring only over a protracted time frame
(through 2015 and into 2016).

The ratings could be downgraded should liquidity experience a
material deterioration, the company be unable to be free cash flow
breakeven, or debt/EBITDA increase above current levels. Given the
weakness expected in Boart's key markets and metrics over the next
twelve to eighteen months, a rating upgrade is unlikely.

Headquartered in South Jordan, Utah, Boart Longyear Limited is
incorporated in Australia and listed on the Australian Securities
Exchange Limited. The company provides drilling services and
complimentary drilling products and equipment, principally for the
mining and metals industries. Revenues for the twelve months ended
June 30, 2014 were $925 million.

The principal methodology used in these ratings was Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.


BUILDING MATERIALS: Moody's Rates New $1.2BB Unsecured Notes Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Building
Materials Corporation of America's ("BMCA") proposed $1.1 billion
senior unsecured notes due 2024. The proceeds of the proposed
notes will be used to redeem the company's $250 million senior
secured notes due 2020, $450 million senior unsecured notes due
2018, and $325 million senior unsecured notes due 2020. The
ratings for each of these notes will be withdrawn once redeemed.
Remaining proceeds will be used for tender/make whole premium,
accrued interest, and related fees and expenses. In related rating
actions, Moody's upgraded BMCA's $1.0 billion senior unsecured
notes due 2021 to Ba2 from Ba3, and affirmed the company's Ba2
Corporate Family Rating and Ba2-PD Probability of Default Rating.
The rating outlook remains stable.

The following ratings/assessments were affected by this action:

  Corporate Family Rating affirmed at Ba2;

  Probability of Default Rating affirmed at Ba2-PD;

  $1.0 billion Senior Unsecured Notes due 2021 upgraded to Ba2
  (LGD4) from Ba3 (LGD4); and,

  $1.1 billion Senior Unsecured Notes due 2024 assigned Ba2
  (LGD4).

Ratings Rationale

The Ba2 Corporate Family Rating incorporates BMCA's very good
liquidity profile and reasonable key credit metrics. BMCA's
liquidity profile is characterized by a robust amount of cash on
hand, and its ability to generate meaningful levels of free cash
flow throughout the year. BMCA has an extended maturity profile
with the nearest maturity being 2016 when the ABL revolving credit
facility (unrated) matures. BMCA is adding approximately $75
million of debt to its balance sheet, which is negligible relative
to company's current adjusted debt level of $2.3 billion
(inclusive of Moody's adjustments for pension and lease
liabilities) at June 29, 2014. Hence, debt leverage will remain
around 3.5x on pro forma basis as of June 29, 2014. Estimated cash
interest savings of about $12 million on an annualized basis will
result in better interest coverage ratios for the company. Moody's
calculate pro forma interest coverage (defined as EBITA-to-
interest expense) improving to around 3.75x from 3.5x over the
twelve months through June 29, 2014 (all ratios incorporate
Moody's standard adjustments). However, Moody's view the proposed
transaction as relatively aggressive. BMCA is paying a very large,
debt-financed redemption premium for the notes in addition to
accrued interest and related fees and expenses relative to the
expected reduction of future cash interest payments, representing
a payback period in excess of six years. Nevertheless, BMCA's debt
credit metrics are reasonable for the Ba2 Corporate Family Rating.

The assignment of a Ba2 to the company's proposed $1.1 billion
senior unsecured notes due 2024 and upgrade of BMCA's $1.0 billion
senior unsecured notes due 2021 to Ba2 from Ba3 result from the
removal of BMCA's senior secured notes from its capital structure.
As a result of the refinancing, BMCA's two unsecured notes are the
only significant credit facilities behind the company's senior
secured asset-based revolving credit facility, and now represent
the preponderance of debt in the company's new capital structure.
The senior unsecured notes rank pari passu with each other in a
recovery scenario.

The stable outlook reflects Moody's view that the company's very
good liquidity profile and debt credit metrics will remain
supportive of the current ratings.

Positive rating actions could ensue if BMCA's operating
performance improves, validating and exceeding Moody's forecasts,
such that EBITA-to-interest expense is sustained above 4.0x or
debt-to-EBITDA is sustained below 3.0x (all ratios incorporate
Moody's standard adjustments).

Negative rating pressures could result if BMCA's operating
performance deteriorates or fails to meet Moody's expectations
such that EBITA-to-interest expense is trending near 3.0x, or
debt-to-EBITDA nears 4.0x (all ratios incorporate Moody's standard
adjustments). Sizeable dividends, significant debt-financed
acquisitions, or a deteriorating liquidity profile could adversely
impact the company's rating outlook as well.

Building Materials Corporation of America ("BMCA"), headquartered
in Wayne, NJ, operates under the trade name GAF and is a national
manufacturer and marketer of a broad line of roofing products and
accessories for the residential and commercial roofing markets.
The company also manufactures specialty building products and
accessories for the professional and do-it-yourself remodeling and
residential construction industries. Trusts for the benefit of the
heirs of Ronnie F. Heyman are the beneficial owners of BMCA.
Revenues on an annualized basis approximate $2.7 billion.

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


CAP-CON AUTOMOTIVE: S&P Withdraws 'B+' CCR on Debt Repayment
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B+' corporate CREDIT RATING, on Bridgeport, Conn.-based auto
supplier Cap-Con Automotive Technologies Ltd. at the company's
request.

The company refinanced its credit facilities following the sale of
its Casco Automotive Group Inc. division and repaid all of its
previously rated debt.


CARRIZO OIL: Moody's Rates New $250MM Unsecured Notes B2
--------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Carrizo Oil &
Gas, Inc.'s proposed $250 million senior unsecured notes due 2020.
Carrizo's B1 Corporate Family Rating (CFR) and other ratings are
unaffected, and the ratings outlook is stable.

The proceeds from the proposed notes offering will be used to
finance substantially all of the $250 million acquisition of Eagle
Ford Minerals, LLC. The Eagle Ford Minerals acquisition includes a
25% non-operated working interest in 81 gross (20.1 net) wells
currently operated by Carrizo and roughly 4,900 net undeveloped
acres in the Eagle Ford Shale.

"While Carrizo's financial leverage will modestly increase as a
result of the debt financing of the Eagle Ford Minerals, LLC
acquisition, the increased leverage is not seen as a material
change in Carrizo credit profile," commented Gretchen French,
Moody's Vice President.

Issuer: Carrizo Oil & Gas, Inc.

Ratings Assigned:

$250 Million Senior Unsecured Notes due 2020, Rated B2 (LGD 5)

Moody's current ratings for Carrizo Oil & Gas, Inc. are:

Corporate Family Rating of B1

Probability of Default Rating of B1-PD

Senior Unsecured Notes, Rated B2 (LGD 5)

Speculative Grade Liquidity Rating of SGL-2

Ratings Rationale

Carrizo's B2 rated senior unsecured notes reflect their
contractual subordination to the company's secured revolving
credit facility, which will have a borrowing base of $800 million
and an elected commitment amount of $685 million, after giving
effect to the proposed notes and the $250 million acquisition. The
unsecured notes benefit from upstream guarantees from all material
subsidiaries. The size of the potential senior secured claims
relative to the unsecured notes outstanding results in the senior
notes being notched one rating below the B1 CFR under Moody's Loss
Given Default Methodology.

Carrizo's B1 CFR reflects the company's relatively balanced
production profile, with a robust, oil-focused drilling inventory
in the Eagle Ford Shale, which should support production growth,
healthy cash margins and returns, and declining leverage trends
through 2015. The B1 rating is restrained by Carrizo's small scale
in terms of production and proved developed reserves, as well as
the high capital intensity relative to cash flow required to
developed its high percentage (over 60%) of proven undeveloped
reserves.

While the debt financing of the Eagle Ford Minerals, LLC
acquisition will modestly increase Carrizo's financial leverage in
terms of debt/production, it makes strategic sense for the company
given it is a purchase of a non-operated partner in its existing
Eagle Ford wells where it serves as the operator. Pro forma for
the transaction, debt/production will increase to $36,967/barrel
of oil equivalent (boe) of daily flowing production, from
$33,469/boe, based on second quarter 2014 results. The acquisition
also represents a good purchase price relative to the PV-10 value
of the proved reserves of $332 million (based on SEC pricing of
$90/barrel for oil); however, with over 50% of this value
attributed to proved undeveloped reserves, Carrizo will need to
spend additional capital to develop these reserves.

Carrizo's SGL-2 rating reflects adequate liquidity through 2015.
As of June 30, 2014 and pro forma for the proposed notes and full
funding of the Eagle Ford acquisition, the company had $8.6
million of cash and cash equivalents plus roughly $567 million
available under its credit facility, which has a $685 million
elected commitment amount. This available liquidity is sufficient
to fund projected capital outspend through 2015. Moody's project
sufficient covenant cushion headroom through 2015.

The rating outlook is stable. An upgrade could be considered if
Carrizo is successful in continuing to grow production at sound
returns, with production approaching 50,000 barrels of oil
equivalent (BOE) per day and retained cash flow to debt being
maintained above 30%. A downgrade is possible should Carrizo
experience weakened capital productivity or leverage metrics
(retained cash flow to debt falling below 20%).

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Carrizo Oil & Gas, Inc. is an independent exploration and
production company headquartered in Houston, Texas.


CASTLE HOME BUILDERS: Wins Sanctions Against Everhome Mortgage
--------------------------------------------------------------
Bankruptcy Judge Jacqueline P. Cox granted, in part, and denied,
in part, the request of Castle Home Builders, Inc., et al., to
enforce the order confirming its Chapter 11 plan and to impose
sanctions against Everhome Mortgage.  The Reorganized Debtor
complains that notwithstanding modified mortgage terms set forth
in the Confirmed Plans for Castle Home and debtor Tammy Jo Long,
Everhome continues to bill for a prepetition mortgage on property
located at 109 W. Jones Street, Savanna, Georgia.

Judge Cox directed Everhome to pay actual damages in the amount of
$100,000 (in addition to the $35,839.38 fee award) to the
Reorganized Debtor on or before Nov. 17, 2014.  The request for
punitive damages is denied.  The Court will hold a status hearing
on compliance with the terms of the Order on Nov. 20 at 10:00 a.m.

A copy of the Court's Oct. 24, 2014 Amended Memorandum Opinion is
available at http://is.gd/id6je0from Leagle.com.

Castle Home Builders, Inc., which does business as Luxury Living,
Luxury Living Savannah, Luxury Living Chicago, and Luxury Living
Tybee, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No.
11-19428) on May 6, 2011.  Judge Jacqueline P. Cox presides over
the case.  Stephen J. Brown, Esq., at Schuyler Roche & Crisham,
serves as the Debtor's counsel.  In its petition, Castle Home
estimated $1 million to $10 million in both assets and debts.  The
petition was signed by Tammy Jo Long, president.

Mr. Long also filed a petition for Chapter 11 bankruptcy (Case No.
11-19484). On May 25, 2011, the Court entered an order authorizing
joint administration of the cases.

The Debtors' prepetition business operations involved the
purchasing, renovation and operation of multiple historic houses
in Savannah, Georgia.  The homes were rented to wealthy travelers
and tourists as short to mid-term luxury accommodations.

The Debtors' stated goal in these bankruptcy proceedings was to
modify the mortgages that existed on various business properties
and to bring serviceable debt back in line with post-recession
appraised value.  After spending nearly two years negotiating with
mortgage lenders, in May and June, 2013, the Debtors proposed
separate plans of reorganization; all voting classes voted in
favor of the Plans.  The Plans contemplated the re-titling of the
Debtors' business properties to the name of the newly formed
entity, Luxury Properties, LLC, which entity would be primarily
responsible for making all required plan payments.  The Plans also
provide that 100% of the equity interests in Luxury Properties,
LLC would be held by Luxury Living Properties Holding LLC.

On June 27, 2013, the Court entered an Order confirming the
Debtors' Plans of Reorganization.  On August 8, 2013, the Court
restated the Confirmation Order nunc pro tunc to the Confirmation
Date.


COUNTRY STONE: Wants Until Dec. 4 to File Schedules
---------------------------------------------------
Country Stone Holdings, Inc., and its affiliated debtors ask the
U.S. Bankruptcy Court for the Central District of Illinois, Peoria
Division, to enter an order extending the time within which they
must file their (i) schedules of assets and liabilities, (ii)
schedule of executory contracts and unexpired leases, and (iii)
statement of financial affairs, until Dec. 4, 2014.

Counsel to the Debtors, Peter A. Siddiqui, Esq., at Katten Muchin
Rosenman LLP, explains that the Debtors consist of 17 separate
business entities that will file individual Schedules and
Statements.  Due to the complexity of the Debtors' business, the
diversity of their operations and assets, and the limited staffing
available to gather, process and complete the required Schedules
and Statements in the limited time available prior to the
commencement of the case, the Debtors do not believe the 14-day
automatic extension of time provided for by Rule 1007(c) of the
Bankruptcy Rules will be sufficient to permit completion of the
Schedules and Statements.

                        About Country Stone

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

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

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

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

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
               Richard M. Bendix
         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
               Brian Hall
         E-mail: hturner@sgrlaw.com


COUNTRY STONE: Proposes $34-Mil. of DIP Loans From First Midwest
----------------------------------------------------------------
Country Stone Holdings, Inc., and its affiliated debtors ask the
U.S. Bankruptcy Court for the Central District of Illinois, Peoria
Division, for approval to obtain postpetition financing from First
Midwest Bank.

An immediate and critical need exists for the Debtors to obtain
funds in order to finance the continued operation of their
businesses, the Debtors' counsel, Peter A. Siddiqui, Esq., at
Katten Muchin Rosenman LLP, tells the Court.  He says the Debtors
have an urgent need to obtain the postpetition loans and use cash
collateral to, among other things, finance the ordinary costs of
their operations, maintain business relationships with vendors,
suppliers and customers, and satisfy other working capital and
operational needs -- all of which are necessary to preserve and
maintain the Debtors' going concern values.

First Midwest is already the prepetition lender of the Debtors.
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.

First Midwest has agreed to provide postpetition financing on
these terms:

   * Borrowers:            The Debtors

   * Postpetition Lender:  First Midwest Bank

   * Maximum Borrowing     Available on Final Basis: $34,000,000
                           Available on Interim Basis: $1,325,000

   * Borrowing:            The Debtors may borrow funds in the
                           amounts set forth in the Approved
                           Budget after taking the following
                           variance into account.  The Debtors
                           will be deemed to be in compliance
                           with the Approved Budget so long as
                           (x) the Debtors' actual receipts
                           and sales are not less than 85% of
                           the projected receipts and sales
                           from the Approved Budget as
                           calculated on a cumulative basis,
                           (y) the Debtors' total disbursements do
                           not exceed the total budgeted
                           disbursements from the Approved Budget
                           by more than 10% as calculated on a
                           cumulative basis, and (z) the Out-of-
                           Formula Component of the Borrowing Base
                           Amount does not exceed 10% of the
                           corresponding amount set forth in the
                           Approved Budget for the applicable time
                           period.

  * Interest Rate:         Prime plus 2.0%

  * Termination Date:      A Termination Event shall occur on the
                           earliest of: (a) any Event of Default
                           as defined in Article X of the Post-
                           Petition Financing Agreement, after
                           taking into account applicable cure
                           periods; (b) the Debtors' failure to
                           comply with the terms and conditions of
                           the Interim Order; (c) the filing of an
                           adversary proceeding or the
                           commencement of a motion initiating a
                           contested matter by any party-in-
                           interest against the Pre-Petition
                           Lender or the Post-Petition Lender; and
                           (d) Jan. 30, 2015.  Immediately upon
                           the occurrence and during the
                           continuation of a Termination Event,
                           the Post-Petition Lender may declare a
                           termination, reduction, or restriction
                           of the Post-Petition Loan, effective
                           three business days following such
                           declaration.

  * Events of Default:     The occurrence of any one or more of
                           these events will constitute an "Event
                           of Default" by Borrowers:

                           (a) the failure of any Borrower to pay
                           when due, declared due, or demanded by
                           Post-Petition Lender, any of the
                           Liabilities;

                           (b) any Borrower's breach of the Post-
                           Petition Financing Agreement or the
                           Other Agreements;

                           (c) any Borrower's breach of any other
                           agreement with any Person if such
                           failure might have a Material Adverse
                           Effect on such Borrower;

                           (d) any breach of the Borrower's
                           representations and warranties under
                           the Post-Petition Financing Agreement;

                           (e) the loss of any of the Collateral
                           in an amount in excess of $50,000 in
                           the aggregate for all such events
                           during any year;

                           (f) when (i) the Borrowers violate the
                           Approved Budget and Variance; (ii) the
                           amount of the Revolving Loan Exposure
                           exceeds the Post-Petition Loan Limit;
                           (iii) the Borrowers make disbursements
                           to pay expenses other than those set
                           forth in the Approved Budget; or (iv)
                           the Out-of-Formula Component of the
                           Borrowing Base Amount exceeds 10% of
                           the corresponding amount set forth in
                           the Approved Budget for the applicable
                           time period;

                           (g) the Bankruptcy Case is dismissed,
                           suspended or converted to a case under
                           Chapter 7 of the Bankruptcy Code;

                           (h) a trustee under Chapter 11 of the
                           Bankruptcy Code is appointed in the
                           Bankruptcy Case;

                           (i) an order of the Bankruptcy Court is
                           entered granting another Superpriority
                           claim or lien pari passu with or senior
                           to that granted to Post-Petition
                           Lender;

                           (j) an order of a court of competent
                           jurisdiction is entered reversing,
                           staying, vacating or rescinding either
                           of the Financing Orders;

                           (k) an order of a court of competent
                           jurisdiction is entered modifying
                           either of the Financing Orders without
                           Post-Petition Lender's prior written
                           consent;

                           (l) an order of the Bankruptcy Court is
                           entered in these Chapter 11 Cases
                           appointing an examiner having enlarged
                           powers relating to the operation of the
                           Borrowers' business;

                           (m) the entry of an order or orders
                           granting relief from the automatic stay
                           so as to allow a third party or third
                           parties to proceed against any asset or
                           assets of a Borrower which asset or
                           assets have a value in excess of
                           $15,000 in the aggregate;

                           (n) the Borrowers file a plan of
                           reorganization which treats the Pre-
                           Petition Working Capital Indebtedness
                           or the Liabilities in a manner which
                           Post-Petition Lender finds
                           objectionable in its sole discretion;

                           (o) the filing of any pleading by a
                           Borrower or the Committee seeking, or
                           otherwise consenting to, any of the
                           matters set forth in clauses (g)
                           through (n) above;

                           (p) any event after the Filing Date
                           which results in a Material Adverse
                           Effect;

                           (q) the Final Order in not entered by
                           November 7, 2014;

                           (r) the Borrowers' fail to close on a
                           sale of substantially all of their
                           assets on or before January 15, 2015 on
                           terms and conditions acceptable to
                           Post-Petition Lender;

                           (s) the Borrowers or the Committee
                           file/files any pleading seeking to
                           invalidate, subordinate,
                           recharacterize, avoidance or other
                           challenging of the Liens asserted by
                           either the Pre-Petition Lender or the
                           Post-Petition Lender;

                           (t) the Borrowers or the Committee
                           file/files any pleading seeking to
                           avoid or recover any pre-petition
                           transfer to Pre-Petition Lender as a
                           preference, fraudulent transfer or any
                           other transfer that may be avoided
                           using any other avoidance power granted
                           or created under the Bankruptcy Code;
                           or

                           (u) the Borrowers or the Committee
                           file/files any pleading seeking to any
                           other cause of action against the Pre-
                           Petition Lender or the Post-Petition
                           Lender.

  * DIP Collateral:        The Post-Petition Lender is granted
                           valid, binding, enforceable and
                           perfected senior security interests and
                           liens in and on any and all current and
                           future property, assets, and other
                           interests in property and assets of the
                           Debtors.

  * Carve-Out:             The Post-Petition Lender agrees to
                           subordinate the priority of its Post-
                           Petition Loans and the Pre-Petition
                           Lender agrees to subordinate the
                           Superpriority of its Adequate
                           Protection Obligations to: (a) the fees
                           of the clerk of the Bankruptcy Court
                           and of the United States Trustee; (b)
                           the aggregate allowed unpaid fees and
                           expenses payable to professional
                           persons retained pursuant to Court
                           order by the Debtors and incurred prior
                           to the occurrence of a Termination
                           Event in the amounts set forth in the
                           Approved Budget; (c) up to $100,000 of
                           allowed unpaid fees and expenses
                           payable to Debtors' counsel and
                           incurred after the occurrence of a
                           Termination Event; and (d) the
                           aggregate allowed unpaid fees and
                           expenses payable to professional
                           persons retained pursuant to Court
                           order by the statutory committee of
                           unsecured creditors appointed in the
                           Chapter 11 Case.

                        About Country Stone

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

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

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

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


COUNTRY STONE: Seeks Nod for Silverman Providing CRO, Manager
-------------------------------------------------------------
Country Stone Holdings, Inc., and its affiliated debtors ask the
Bankruptcy Court for approval to employ Silverman Consulting,
including Steven Nerger as CRO, and Michael Compton as cash and
restructuring manager, in connection with the administration of
these Chapter 11 cases and to facilitate the sale of the assets.

Pursuant to the terms of the Engagement Letter dated July 31,
2014, Silverman has agreed, among other things, to provide the
services of a CRO, a cash and restructuring manager, and certain
other Silverman employees, as necessary, to act as temporary
employees of the Debtors.

Silverman is a Chicago-based, nationally-recognized consulting
firm that specializes in corporate restructurings, operations
improvements, litigation analytics, and bankruptcy case management
services.  Silverman has extensive experience working with and for
distressed companies in and out of chapter 11 and throughout the
United States.  Mr. Nerger has over 25 years of experience in
financial restructuring, and he is a partner at Silverman.  Mr.
Compton has over 15 years of experience in financial
restructuring, and he is a partner at Silverman.

The Engagement Letter provides that Silverman will be compensated
for the services provided thereunder at hourly rates ranging from
$140 to $380 per hour. Mr. Nerger's hourly rate is $380 per hour.
And Mr. Compton's hourly rate is $320 per hour.

Mr. Nerger, Mr. Compton and Silverman will assist the Debtors in
consummating the sale and operating on a day-to-day basis to wind-
down and close the Debtors' bankruptcy estates and the Chapter 11
Cases, including, but in no way limited to, the following duties:

   a. Finalizing the steps necessary to consummate the Sale;

   b. Managing the Debtors' banking relationship and developing
and implementing cash management strategies, tactics and
processes;

   c. Identifying and implementing both short-term and long-term
liquidity-generating initiatives;

   d. Assisting with any post-closing transitional issues;

   e. Overseeing and reviewing reconciliation of claims against
the Debtors, including cure and rejection claims of certain of the
Debtors' customers;

   f. Assisting with Post-Petition reporting requirements,
including the filing of monthly operating reports and quarterly US
Trustee reports;

   g. Providing support for and manage the Debtors' currently
pending and any future litigation;

   h. Serving as the Debtors' representative in meetings and
discussions with committees, the U.S. Trustee and other interested
parties, to the extent necessary;

   i. Assisting in and directing the development of any plan of
the Debtors;

   j. Managing the Debtors' analysis and payment of administrative
expenses;

   k. Collecting amounts owed to the Debtors, including, but in no
way limited to, proceeds from the sale of the Debtors' assets,
deposits held by third parties on behalf of the Debtors, including
insurance carriers, landlords and vendors;

   l. Assisting in and overseeing the claims administration,
avoidance action and creditor distribution process and execution
of any plan confirmed by the Debtors;

   m. Assisting in winding-down all remaining corporate entities;

   n. Assisting with other wind-down activities as necessary; and

   o. Assisting and directing the Debtors' legal counsel, to the
extent necessary, with Sale, post-closing and wind-down matters.

Since commencing the engagement, Silverman has invoiced the
Debtors in the aggregate amount of $234,775, which amount reflects
$231,650 billed to the Debtors for professional services and
$3,125 for out of pocket expenses.  Silverman has received
payments prior to the Petition Date in the aggregate amount of
$370,000, leaving a retainer balance of $135,225.

Mr. Nerger, in a declaration, attests that (i) Silverman and the
principals and directors of Silverman that are anticipated to
provide the services for which Silverman is to be retained in
these Chapter 11 Cases, do not hold or represent any interest
adverse to the Debtors and their estates and (ii) Silverman has no
connection to the Debtors, the Debtors' significant creditors,
other known significant parties-in-interest in the Chapter 11
cases.

                        About Country Stone

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

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

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

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


CLARKS SALES: Financial Problems Since 2008 Led to Bankr. Filing
----------------------------------------------------------------
Clarks Sales and Service, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Ind. Case No. 14-09839) on Oct. 24, 2014,
estimating its assets and debts at between $1 million and $10
million each.  The petition was signed by Robert Clark, authorized
individual.

Justin L. Mack at Indystar.com reports that owner Bob Clark said
in a letter to customers that a number of financial problems that
have plagued the Debtor since 2008 led to the bankruptcy filing.
Mr. Clark said in aa written statement, "We've had some serious
challenges to overcome, namely the decrease in sales through the
2008 recession and the loss of our inventory at our Greenwood
store due to flooding and mold issues.  By filing Chapter 11, we
will be able to continue operating fully while we are
restructuring our debts.  We've made the decision to consolidate
our operations to our Castleton area showroom and close our
Greenwood location so we can focus our attention on our main
business -- high end retail and builder/remodeler appliance
supply."

According to Indystar.com, the Debtor will keep its members of
sales and management staff.  Mr. Clark said that the bankruptcy
filing shouldn't change the shopping experience at Clark
Appliance, the report states.

Judge Jeffrey J. Graham presides over the case.

Courtney Elaine Chilcote, Esq., and Jeffrey M. Hester, Esq., at
Tucker, Hester, Baker & Krebs, LLC, serve as the Debtor's
bankruptcy counsel.

                     About Clark Sales

Headquartered in Greenfield, Indiana, family-owned Clarks Sales
and Service, Inc. -- dba Appliance Warehouse Outlet, Clark
Appliance Showcase, Clark Appliance, Clark Appliance Outlet,
Clark's Appliance -- is high-end home appliance retailer in
business for more than 100 years.  According to court documents,
Clark Sales is the largest distributor and retailer of high-end
home appliances in Central Indiana with annual gross sales that
average in the $20 million to $25 million range.

The business got its start in 1913 when Revere Jacobs opened Quick
Appliance Service on Massachusetts Avenue in Downtown
Indianapolis.  Robert and Shirley Clark took ownership in 1954
after Mr. Jacobs' death.  Around 1967, the company was renamed
Eureka Sales & Service and was later known as Maytag Sales &
Service.  In 1986, Bob and Cindy Clark bought the company from
Bob's parents, Robert and Shirley Clark.


COUNTRY STONE: Taps Epiq as Claims & Balloting Agent
----------------------------------------------------
Country Stone Holdings, Inc., and its affiliated debtors ask the
Bankruptcy Court for authority to employ Epiq Bankruptcy
Solutions, LLC as claims, noticing and balloting agent in their
chapter 11 cases retroactive to the Petition Date.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be in excess of
1,050 entities to be noticed.  In view of the number of the
Debtors, the number of anticipated claimants and the complexity of
the Debtors' businesses, the Debtors submit that the appointment
of a claims, noticing and balloting agent is both necessary and in
the best interests of both the Debtors' estates and their
creditors.

Prior to the Petition Date, the Debtors provided Epiq a $15,000
retainer.

As claims agent, Epiq will charge the Debtors based on this
pricing schedule:

   Title                                     Hourly Rate
   -----                                     -----------
Clerical/Administrative Support               $30 to $45
Case Manager                                  $50 to $80
IT/ Programming                               $70 to $130
Senior Case Manager                           $85 to $130
Director of Case Management                  $145 to $195
Consultant/ Senior Consultant                $145 to $190

For its noticing services, Epiq will charge $50 per 1,000 e-mails,
and $0.10 per page for facsimile noticing.  For database
maintenance, the firm will charge $0.10 per record per month.
For-online claim filing services, Epiq will charge $3 per claim
filed.  The firm's call center operator will charge $65 per hour.

The claims agent can be reached at:

         Epiq Bankruptcy Solutions, LLC
         757 Third Avenue, Third Floor
         New York, NY 10017
         Attn: Lorenzo Mendizabal

                        About Country Stone

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

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

Country Stone Holdings estimated $10 million to $50 million in
both assets and liabilities.

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.


COUNTRY STONE: Proposes Katten Muchin as Counsel
------------------------------------------------
Country Stone Holdings, Inc., and its affiliated debtors ask the
Bankruptcy Court for approval to employ Katten Muchin Rosenman LLP
as counsel for the Debtors, effective as of the Petition Date.

The current hourly rates charged by Katten for professionals and
paraprofessionals employed in its offices are:

         Billing Category               Range
         ----------------               -----
         Partners                   $445 to $1,130
         Of Counsel                 $350 to $825
         Associates                 $270 to $740
         Paraprofessionals           $70 to $435

The names, positions, and current hourly rates of the Katten
professionals presently expected to have primary responsibility
for providing services to Debtors are as follows: John P. Sieger
(Partner) - $ 695/hour (discounted from $725/hour for this
matter); Peter A. Siddiqui (Partner) - $630/hour; Paige E. Barr
(Partner) - $605/hour; Paul T. Musser - (Associate) - $460/hour;
and Debra Marana (Paralegal) - $250/hour.

To the best of the Debtors' knowledge, Katten is a "disinterested
person" within the meaning of Sections 101(14) and 327 of the
Bankruptcy Code.

Prepetition, Katten assisted the Debtors with the preparation and
filing of petitions and first-day papers under chapter 11 of the
Bankruptcy Code and to negotiate agreements related to the sale of
substantially all of the Debtors' assets.  All incurred fees and
expenses were duly paid as of the Petition Date, and the balance
of the payments received from the Debtors is $78,000.

                        About Country Stone

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

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

Country Stone Holdings estimated $10 million to $50 million in
both assets and liabilities.

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.


COUTURE HOTEL: Schedules of Assets and Liabilities Due Tomorrow
---------------------------------------------------------------
The U.S. Bankrupt Court for the Northern District of Texas
extended to Oct. 31, 2014, the deadline of Couture Hotel
Corporation fka High Black-St. Mary Enterprises Inc. to file its
schedules of assets and liabilities and other required documents.

                        About Couture Hotel

Couture Hotel Corporation owns and operates four hotels: a Wyndham
Garden Inn in Dallas, Texas, consisting of 356 rooms and remodeled
in 2013; a Howard Johnson in Corpus Christi, Texas, consisting of
140 rooms and remodeled in 2012; a Howard Johnson in Las Vegas,
Nevada, consisting of 110 rooms and remodeled in 2012; and an
independent hotel in Las Vegas, Nevada (formerly branded as a
Value Place), consisting of 121 rooms and also remodeled in 2012.
The Las Vegas hotels are located at one of the entrances to Nellis
Air Force base in North Las Vegas.  The Debtor owns the real
property and improvements, as well as the franchise rights to the
hotels (except for Las Vegas Value Place).

The Company sought Chapter 11 protection (Bankr. N.D. Tex. Case
No. 14-34874) in Dallas, Texas, on Oct. 7, 2014.  The case is
assigned to Judge Barbara J. Houser.  The Debtor has tapped Mark
Sean Toronjo, Esq., at Toronjo & Prosser Law, as counsel.

The Debtor estimated assets and debt in the range of $10 million
to $50 million as of the bankruptcy filing.


COUTURE HOTEL: Gets Interim OK to Use Cash Collateral Until Nov. 7
------------------------------------------------------------------
The U.S. Bankrupt Court for the Northern District of Texas
authorized, on an interim basis, Couture Hotel Corporation fka
High Black-St. Mary Enterprises Inc. to use cash collateral of
Armed Forces Bank, N.A., Mansa Capital LLC, and Ability Insurance
Company for a one month-period from Oct. 7, 2014, through Nov. 7,
2014.

A hearing is set for Nov. 7, 2014, at 9:00 a.m. to consider final
approval of the Debtor's request to use cash collateral.

In connection with the interim order, the Debtor will pay to Mansa
the amount of $60,000 during the interim period and, in any event,
prior to the final cash collateral hearing for Mansa to apply
towards any of Debtor's obligations under the loan and related
documents to Mansa, in its sole and absolute discretion.  To
accommodate cash flow, the Debtor shall pay an amount not less
than $25,000 on or by Oct. 22, 2014, an additional $25,000 on or
before Oct. 29, 2014, and any remaining balance shall be paid no
later than Nov. 4, 2014, or the day immediately preceding the
final cash collateral hearing, whichever is earlier.

As reported in the Troubled Company Reporter on Oct. 13, 2014,
the Debtor seeks to use of cash collateral on an emergency for the
period from the Petition Date to approximately Nov. 4, 2014, or
such other date that occurs after the Court holds the final
hearing on its request to use cash collateral.

The Debtor said it is aware that Armed Forces claims an interest
in various types of property that would constitute cash collateral
on account of:

   a) a Promissory Note and Loan Agreement dated Sept. 30, 2011,
      and executed in favor of Armed Forces in the original
      principal of $6,650,000;

   b) a Deed of Trust, Assignment of Rents, and Security Agreement
      dated Sept. 30, 2011, and allegedly properly recorded
      against the Las Vegas Hotels.

The Debtor believes that Mansa may claim interests in Cash
collateral pursuant to a Promissory Note and Loan Agreement dated
July 3, 2013, and executed in favor of Mansa in the original
principal amount of $8,870,000; and (ii) a Deed of Trust,
Assignment of Rents, and Security Agreement dated July 5, 2013 and
allegedly properly recorded against the Dallas Hotel, securing the
Debtor's obligations under the Note.

The Debtor believes that Ability may claim interests in cash
collateral pursuant (i) a Promissory Note and Loan Agreement dated
June 11, 2013, and executed by the Debtor in favor of Southwest
Guaranty Mortgage Corp. (simultaneously transferred to Ability) in
the original principal amount of $3,200,000; and (ii) those
certain Deed of Trust, Assignment of Rents, and Security Agreement
dated June 11, 2013 and allegedly properly recorded against the
Corpus Hotel, securing the Debtor's obligations under the Note.

Although the Debtor was not current on its obligations prior to
the Petition Date, the Debtor believes the bankruptcy
reorganization will help generate positive cash flow post-petition
as the Hotels continue to stabilize.  The Debtor notes that the
Las Vegas Hotels have a projected stabilized value of $13,100,000,
which far exceeds the principal balance of the Armed Forces loan.
The Dallas Hotel has a projected stabilized value of $29,300,000,
which far exceeds the principal balance of the Mansa loan. The
Corpus Hotel has a projected stabilized value of $7,100,000, which
far exceeds the principal balance of the Ability loan.

Nonetheless, the Debtor is prepared to commit itself to a budget,
and to agree to a super-priority claim under section 507(b), as
well as replacement liens in post-petition assets, all to the
extent of any actual diminution in the value of cash collateral.

Mark S. Toronjo, Esq., at Toronjo & Prosser Law, explained that
the Debtor has an immediate, urgent, and ongoing need for the use
of its present and future cash.  Among other things, the Debtor
has ongoing obligations to: (i) pay for employees; (ii) pay for
purchases of food and beverage; (iii) pay for upkeep, maintenance,
and cleaning of the Hotels; (iv) pay franchise fees; (v) pay for
utilities; (vi) pay for security related services; (vii) pay for
taxes; (viii) pay for the costs of their reorganization efforts,
including professional fees and US Trustee fees; (ix) potentially
pay management fees; and (x) pay for all of the various goods and
services necessary to operate and run the Hotels.  Without paying
for the same, the Debtor would not be able to keep the Hotels
open, would be in violation of franchise agreements and numerous
local laws and ordinances, and would have no ability to
reorganize.

                        About Couture Hotel

Couture Hotel Corporation owns and operates four hotels: a Wyndham
Garden Inn in Dallas, Texas, consisting of 356 rooms and remodeled
in 2013; a Howard Johnson in Corpus Christi, Texas, consisting of
140 rooms and remodeled in 2012; a Howard Johnson in Las Vegas,
Nevada, consisting of 110 rooms and remodeled in 2012; and an
independent hotel in Las Vegas, Nevada (formerly branded as a
Value Place), consisting of 121 rooms and also remodeled in 2012.
The Las Vegas hotels are located at one of the entrances to Nellis
Air Force base in North Las Vegas.  The Debtor owns the real
property and improvements, as well as the franchise rights to the
hotels (except for Las Vegas Value Place).

The Company sought Chapter 11 protection (Bankr. N.D. Tex. Case
No. 14-34874) in Dallas, Texas, on Oct. 7, 2014.  The case is
assigned to Judge Barbara J. Houser.  The Debtor has tapped Mark
Sean Toronjo, Esq., at Toronjo & Prosser Law, as counsel.

The Debtor estimated assets and debt in the range of $10 million
to $50 million as of the bankruptcy filing.


CRAIGHEAD COUNTY FAIR: To Sell 15 Acres at Old Fairgrounds
----------------------------------------------------------
Craighead County Fair Association's reorganization plan will
include selling the remaining 15 acres at the old fairgrounds and
using that money to pay down debt, Arkansas Business reports,
citing James F. Dowden, Esq., at James F. Dowden, P.A., the
attorney for the Debtor.

Mr. Dowden said that the balance will be refinanced, Arkansas
Business relates.

As reported by the Troubled Company Reporter on Oct. 15, 2014, the
Debtor is almost $10 million in debt resulting from its move to a
larger site on East Johnson Avenue, in Jonesboro, Arkansas.
Unexpected expenses and cost overruns were factors in the debt.
The commercial development that is taking place at the old
fairground location has involved selling pieces of property, with
Focus Bank getting the proceeds of the sales.  According to the
report, Fair Board Association President Michael Cureton says
everyone will get paid.

Mr. Dowden said approximately $6.2 million is owed to Focus Bank,
and another $3.3 million is owed mainly to vendors and suppliers
for work on the new location, Arkansas Business states.

                    About Craighead County Fair

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

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


CTD ENTERTAINMENT: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: CTD Entertainment Group, L.L.C.
           aka 10 Pin Alley
           aka Ten Pin Alley
           aka Q-Time
           aka Jose Murphy's
           aka Jose Murphys
        a Domestic Limited Liability Company
        1201 E. Amador Avenue
        Las Cruces, NM 88001-3275

Case No.: 14-13194

Nature of Business: Bowling Alley/Bar

Chapter 11 Petition Date: October 28, 2014

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Hon. David T. Thuma

Debtor's Counsel: William F. Davis, Esq.
                  WILLIAM F. DAVIS & ASSOCIATES, P.C.
                  6709 Academy NE, Suite A
                  Albuquerque, NM 87109
                  Tel: 505-243-6129
                  Fax: 505-247-3185
                  Email: daviswf@nmbankruptcy.com

Total Assets: $95,107

Total Liabilities: $1.29 million

The petition was signed by Robert Randall Najar, managing member.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nmb14-13194.pdf


CTI BIOPHARMA: Acquires Exclusive Worldwide License to Tosedostat
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CTI BioPharma Corp. has acquired worldwide rights to tosedostat
through concurrent transactions with Vernalis R&D Limited
(Vernalis), the originator of tosedostat, and Chroma Therapeutics
Ltd. (Chroma), through which CTI previously held a sublicense with
respect to tosedostat in North, Central and South America.

Tosedostat is a first-in-class selective inhibitor of
aminopeptidases, which are required by tumor cells to provide
amino acids necessary for growth and tumor cell survival.
Tosedostat is currently being evaluated in multiple Phase 2
clinical trials for the treatment of patients with Acute Myeloid
Leukemia (AML) or high-risk Myelodysplastic Syndrome (MDS), which
are intended to inform the design for a Phase 3 registration study
to support potential regulatory approval.

"Our portfolio strategy is to acquire novel best-in-class agents
that, either as monotherapy or in combination with other
therapies, can have a profound effect in the treatment of patients
with blood related cancers," said James A. Bianco, M.D., president
and CEO of CTI.  "We are committed to building our blood-related
cancer franchise.  We feel there is strong interest in this oral,
once-daily drug candidate, which we believe is attributable to the
positive clinical results to date, and we are pleased to have
exclusive worldwide rights to develop tosedostat for patients in
areas where there remains an unmet medical need.  Over the next
year, CTI and its advisors intend to develop a registration path
for tosedostat in the US and Europe.  In the event of positive
clinical data and productive regulatory discussions, we would
intend to start a pivotal program commencing in 2016."

Under the terms of an asset purchase agreement with Chroma, CTI
acquired all of Chroma's right, title and interest in tosedostat
and certain related assets in exchange for issuing to Chroma $21.3
million in shares of CTI's preferred stock convertible into 9
million shares of CTI common stock, 12 percent of which has been
placed in escrow pending expiry of Chroma's indemnification
obligations.  Chroma and CTI also terminated their prior license
agreement relating to tosedostat, thereby eliminating potential
future developmental and sales milestone payments by CTI of up
$209 million thereunder.  Concurrently, CTI entered into a license
agreement with Vernalis for the exclusive worldwide right to use
certain patents and other intellectual property rights to develop,
market and commercialize tosedostat and certain other analogues.
Under the Vernalis license agreement, CTI agreed to make tiered
royalty payments of no more than a high single-digit percentage,
on a country-by-country basis, for the longer of ten years
following commercial launch or the expiration of relevant patents.

CTI filed a Current Report Form 8-K with the U.S. Securities and
Exchange Commission with further information on the transaction, a
copy of which is available for free at http://is.gd/VPRStd

                        About CTI BioPharma

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

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

Cell Therapeutics' balance sheet at June 30, 2014, showed $55.25
million in total assets, $40.68 million in total liabilities,
$7.89 million in common stock purchase warrants and $6.68 million
in total shareholders' equity.

                        Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications and patents relating to
intellectual property for PIXUVRI, pacritinib and tosedostat.  We
have also licensed the intellectual property for our drug delivery
technology relating to Opaxio, which uses polymers that are linked
to drugs known as polymer-drug conjugates.  Some of our product
development programs depend on our ability to maintain rights
under these arrangements.  Each licensor has the power to
terminate its agreement with us if we fail to meet our obligations
under these licenses.  We may not be able to meet our obligations
under these licenses.  If we default under any license agreement,
we may lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights," the
Company said in its quarterly report for the period ended June 30,
2014.


D&L ENERGY: To Sell Assets to Resource Land for $7.65 Million
-------------------------------------------------------------
D&L Energy, Inc., will sell most of its assets to Resource Land
Holdings, LLC, for $7.65 million, according to a filing made in
U.S. Bankruptcy Court for the Northern District of Ohio.

The assets were supposed to be sold at a public auction on Oct. 24
but no bidder came forward with an offer to buy the assets.  The
sale of the assets to Resource Land is subject to the bankruptcy
court's approval.

The assets do not include the company's ownership stake in
Northstar Disposal Services II, LLC and Northstar Disposal
Services VI, LLC as well as its membership interest in North Lima
Disposal Well #4, LLC, which will be sold in a private deal.

Earlier this month, ITG Taxable Fund LLLP and several other
creditors filed objections to block the public sale of the assets.

ITG, which has agreed to extend a $2 million loan to fund the
sale, expressed concern its lien on D&L Energy's assets wasn't
recognized as a "valid, perfected, first priority secured interest
attaching to the sale proceeds," according to court filings.  The
company resolved the objection by agreeing to pay ITG in full at
the closing of the sale.

Meanwhile, other creditors, including Artex Oil Co. and Atlas
Resources LLC, expressed fear the properties they own would be
included in the proposed sale.  Their objections were resolved at
a court hearing held on Oct. 6.

                         About D & L Energy

D & L Energy, Inc., based in Youngstown, Ohio, was formed by David
DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a
conventional oil and gas well operator and producer, primarily
targeting oil and gas reserves in the Clinton Sandstone formation
throughout Northeast Ohio and Northwest Pennsylvania.  D&L
currently has three (3) shareholders, Ben Lupo (80.76%
shareholder), Susan Faith (15% shareholder), and Holly Serensky
Lupo (4.24% shareholder).  Nicholas C. Paparodis is the acting CEO
and President of D&L.  Kathy Kaniclides is the acting Secretary
and Treasurer of D&L.  Currently, Serensky Lupo is the sole
director of D&L.

Petroflow, Inc. is an Ohio corporation which is a wholly owned
subsidiary of D&L.  Originally intended to operate as the
"drilling arm" of D&L, Petroflow ceased all operations prior to
the filing of these bankruptcy matters.  Petroflow has no current
income, no bank accounts, and no employees.  Paparodis is the
president, CEO and sole director of Petroflow.

D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D.
Ohio Lead Case No. 13-40813) on April 16, 2013.  Judge Kay Woods
oversees the case.

The Debtor disclosed in its amended schedules, $40,615,677 in
assets and $6,187,217 in liabilities as of the Chapter 11 filing.

Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven
Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton
Belfance, LLP, serve as the Debtors' counsel, and Walter
Haverfield, LLP, is the environmental counsel.  SS&G Parkland
Consulting, LLC, serves as financial advisor and investment
banker.

Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire
Sanders (US) LLP, have been tapped as counsel to the official
committee of unsecured creditors.  BBP Partners LLC serves as the
panel's financial advisors.

Resource Land Holdings emerged as the winning bidder for the
substantially all of the Debtor's assets.  Resource Land offered
to buy the assets for $20.4 million.


DEALMAKERS CONSULTANTS: Showcase Wins Retroactive Stay Relief
-------------------------------------------------------------
U.S. Bankruptcy Judge Robert Kwan in Los Angeles, California,
granted the request of Showcase Investments, Inc., for relief from
and retroactive annulment of the automatic stay in the Chapter 11
case of DealMakers Consultants, Inc.

Showcase Investments seeks stay relief with respect to real
property at 6029 Eileen Avenue, Los Angeles, CA 90043.

The Debtor opposed the motion.  The Debtor argued that granting
annulment will force it to re-enter bankruptcy, and that denying
annulment will therefore promote judicial economy.

Although the Debtor's Chapter 11 bankruptcy case was dismissed on
Oct. 9, 2014 and the automatic stay terminated by operation of law
pursuant to 11 U.S.C. Sec. 362(c)(2)(B), the motion is not moot,
Judge Kwan said, because Showcase Investments seeks retroactive
annulment of the automatic stay and in rem relief pursuant to 11
U.S.C. Sec. 362(d)(4).

A copy of Judge Kwan's Oct. 27, 2014 Memorandum Decision is
available at http://is.gd/GmUiJifrom Leagle.com.

DealMakers Consultants Inc., based in Los Angeles, Calif., filed
for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 14-25826) on
Aug. 18, 2014.  Judge Robert N. Kwan presides over the case.
Casey B. Yim, Esq., at Murchison & Cumming LLP, serves as the
Debtor's counsel.  In its petition, the Debtor estimated assets of
$1 million to $10 million, and liabilities of $1 million to
$10 million.  The petition was signed by Glen Quilter, president.


DTS8 COFFEE: 'Cafe de la DON MANUEL' Now Open for Business
----------------------------------------------------------
DTS8 Coffee Company, Ltd., announced in a press release that the
first Cafe de la Don Manuel-branded coffee cafe opened for
business on Oct. 22, 2014.  The cafe is located at the corner of 1
Henan Nan Lu and 150 East Jing Ling Road, Shanghai, in Shanghai's
busy Bund tourist and commercial area.  The cafe is owned and
operated by the joint venture company Don Manuel (Shanghai)
Investment Management Co., Ltd., in which DTS8 holds a 19% equity
interest.

JV Company is established in the Free Trade Zone in Shanghai,
China, and owns and operates Cafe De La Don Manuel branded coffee
shop in China.  The business license is valid for 30 years and
expires on Aug. 25, 2044.  The registered capital of the JV
Company is 10 million RMB Yuan (approximately US$1,660,000).  The
paid up capital is 5 million RMB Yuan (approximately US$830,000).
DTS8's total cash investment is US$162,800 for its 19% equity
interest in the JV Company.

The Cafe De La Don Manuel coffee cafes will exclusively sell Don
Manuel brand, 100% Colombian coffee, artisan roasted by DTS8.
DTS8 will generate revenue directly from the sales of roasted
coffee to the JV Company, and indirectly through its share of
distributable profits from the JV Company.

There are three directors of the JV Company.  The Chairman of
DTS8, Mr. Alexander Liang, is DTS8's representative on the board.
Mr. Li Houkai, the majority shareholder, is the Chairman and chief
executive officer of the JV Company.

Mr. Alex Liang stated, "the location of this flagship cafe is
readily accessible to the targeted, Shanghai coffee aficionados.
More 'DON MANUEL cafes are being planned for openings in Shanghai
and other cities in the coming months."

                         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.


EDWARD FREEMAN: Court Grants Motion to Avoid Judicial Lien
----------------------------------------------------------
Debtor Edward Freeman Jr., sought and obtained Bankruptcy Court
approval of his "Motion to Avoid Judicial Lien", pursuant to which
he seeks to avoid judicial liens obtained by Douglas Grasso.
Mr. Freeman seeks to avoid Mr. Grasso's judicial liens as
impairing his homestead exemption in property located at 34 Arbor
Street, Wenham, Massachusetts.

Mr. Grasso opposed, asserting that the Debtor's homestead
exemption is invalid, and thus his judicial liens do not impair an
exemption to which the Debtor is entitled and cannot be avoided
under 11 U.S.C. Sec. 522(f)(1)(A).  Mr. Grasso maintains that the
Debtor's interest in the property is a remainder interest because
the deed by which the Debtor acquired his interest gives his
sister, Valerie Daniels, a life estate in the property, and that,
under Massachusetts law, the holder of a remainder interest is not
an owner entitled to claim a homestead.

U.S. Bankruptcy Judge Joan N. Feeney held that the Debtor does not
hold a mere remainder interest and is entitled to claim a
homestead exemption as an "owner" within the meaning of Mass. Gen.
Laws ch. 188, Sections 1 and 3(a).  As the nature of the Debtor's
ownership interest was the sole issue, the Court shall enter an
order granting the Debtor's Motion to Avoid the Judicial Lien, the
judge said in her Oct. 27 Memorandum available at
http://is.gd/t70LpMfrom Leagle.com.

On May 15, 2007, Mr. Grasso obtained a pre-judgment attachment
against the Debtor from the Essex Superior Court, in the amount of
$140,000.

Edward Freeman, Jr., filed a petition for relief under Chapter 13
of the Bankruptcy Code (Bankr. D. Mass. Case No. 12-10050) on
Jan. 4, 2012.  He converted his case to one under Chapter 11 of
the Bankruptcy Code on May 2, 2012, and converted his case to
Chapter 7 on Feb. 20, 2013.


ELBIT IMAGING: Unit To Sell "Mango" Operation to Fox-Wisel
----------------------------------------------------------
Elbit Imaging Ltd. disclosed that its wholly owned subsidiary
Elbit Fashion Ltd. signed a sale agreement with Fox-Wisel Ltd.
with regards to the sale of the operation and business of "Mango"
retail stores in Israel.

Under the Agreement, Elbit Fashion will sell and assign Fox all
business activity, stores, investments in the leased properties,
furniture and equipment, inventory and customer loyalty program
and any and all rights relating thereto, free and clear of any
third party rights, except as explicitly set in the Agreement and
net of certain liabilities related to the business activities of
Mango, for a consideration which is estimated at approximately NIS
35 million, subject to adjustments as of the closing date of the
transaction and as specified in the Agreement.

The closing date of the transaction has been scheduled for Jan. 5,
2015, or the date of transfer of the business activity in full to
Fox in accordance with the provisions of the Agreement, whichever
is later, provided that by such date all of the closing conditions
included in the Agreement have been fulfilled, including the
approval of the Israeli Antitrust Commissioner.

As of the date of execution of the Agreement, Elbit Fashion
operates 28 stores selling apparel, footwear and accessories of
the "Mango" brand in Israel.

                       About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets.  In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors
-- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.

Elbit Imaging reported a loss of NIS1.56 billion on
NIS360.59 million of total revenues for the year ended Dec. 31,
2013, as compared with a loss of NIS483.98 million on NIS418.48
million of total revenues in 2012.

As of June 30, 2014, the Company had NIS4.05 billion in total
assets, NIS3.16 billion in total liabilities and NIS889.58 million
shareholders' equity.

Brightman Almagor Zohar & Co., a member firm of Deloitte Touche
Tohmatsu, in Tel-Aviv, Israel, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.


ENDEAVOUR INT'L: Sec. 341 Creditors' Meeting Set for Nov. 10
------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Endeavour
International Corporation et al., on Nov. 10, 2012, at 3:00 p.m.,
at The DoubleTree Hotel, 700 King Street, in Wilmington, Delaware.

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
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.


ENDEAVOUR INT'L: Seeks to Schedules Filing Extension Thru Dec 15
----------------------------------------------------------------
Endeavour International Corporation et al. filed a motion with the
Bankruptcy Court asking for an extension of the time by which they
must file their schedules of assets and liabilities through and
including Dec. 15.

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
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.


EXIDE TECHNOLOGIES: Creditors Seek Info on Plans to Sell Co.
------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
Exide Technologies' unsecured creditors say they have lost
confidence in the company's management to guide the battery maker
safely through bankruptcy.  According to the report, at a hearing
in the U.S. Bankruptcy Court in Wilmington, Del., the official
committee of unsecured creditors asked a judge to help them get
information about plans to sell the company, which has been
struggling in Chapter 11 since June 2013.  The panel says it
suspects Exide is being steered into a sale that will put the
company into the hands of senior lenders, leaving most creditors
out in the cold, the report related.

                    About Exide Technologies

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

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

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

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

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

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

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


EVRAZ NORTH AMERICA: Moody's Assigns 'Ba3' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service assigned at Ba3 Corporate Family Rating
(CFR) and Ba3-PD probability of default rating to Evraz North
America Limited (ENA). At the same time, Moody's assigned a Ba3
rating to Evraz Inc. NA Canada's (EICA) proposed $500 million
senior secured notes. The notes will be guaranteed by EICA's
parent -- ENA -- and by Evraz Inc. NA (EINA) and other
subsidiaries of the parent. The notes will be secured by a first
lien on EICA and the guarantors' fixed and intangible assets and a
second lien on the assets securing the asset-based credit facility
(ABL -- principally accounts receivable and inventory). Proceeds
will be used to repay approximately $495 million in intercompany
loans to Evraz PLC, the ultimate parent of ENA. The remaining
roughly $280 million in parent intercompany loans will be
subordinated to the notes and the ABL. Moody's previous rating on
the entities that comprise EINA and EICA was withdrawn in October
2010. The outlook is stable.

Assignments:

Issuer: Evraz Inc. NA Canada

  Senior Secured Regular Bond/Debenture (Foreign Currency),
  Assigned Ba3, LGD3

Reinstatements:

Issuer: Evraz North America Limited

  Probability of Default Rating, Reinstated to Ba3-PD

  Corporate Family Rating, Reinstated to Ba3

Outlook Actions:

Issuer: Evraz Inc. NA Canada

  Outlook, Assigned Stable

Issuer: Evraz North America Limited

  Outlook, Stable

Ratings Rationale

ENA's Ba3 CFR considers the company's solid niche market position
as an electric arc furnace steel producer and producer of
engineered steel products selling into the rail, Oil Country
Tubular Goods (OCTG) and general industrial markets through its
long, tubular and flat products segments. The operating locations
provide good access to markets in Western Canada and the Western
US, which in turn gives access to rail and OCTG steel and pipe
requirements in these regions, where good growth potential exists.
The rating reflects the company's acceptable debt protection
metrics and leverage, which pro-forma for the financing Moody's
expect to exhibit EBIT/interest and debt/EBITDA of around 2.2x and
3.4x respectively (incorporating Moody's standard adjustments --
principally for pensions and leases) based on performance for the
twelve months ended June 30, 2014. Moody's expect the company to
achieve a sustainable EBITDA run rate of at least $300 million.
However, the rating reflects the volatility inherent in the steel
industry, the ongoing import challenges, and the reliance on
increasing rail infrastructure demand and oil and gas transmission
and development demand to achieve volume growth objectives and
higher price realizations and consequently improved metrics.
Recent trade cases in the US on imports of OCTG products have been
favorable to US producers and while slowing of imported product is
not materially noticeable to date, prices have stabilized. Similar
cases remain outstanding in Canada.

The rating also considers the complexity of the company's
organizational structure with multiple jurisdictional
incorporations, cross border transactions, and the parent
intercompany subordinated loans being governed by the Russian
Federation government laws.

ENA is a wholly owned subsidiary of Evraz Group S.A. (Ba3 CFR),
which is ultimately owned by EVRAZ plc (unrated). Evraz Group S.A.
is one of the largest vertically integrated steel, mining and
vanadium companies in Russia. Evraz Group S.A. produced 15.9
million metric tons of steel in 2013 and generated revenues of $14
billion.

Moody's notes that ENA has filed a registration statement for a
proposed initial public offering.

The consolidated entities liquidity is supported by its good
operating cash flow and a $610 ABL credit facility expiring in
December 2016. Availability at December 31, 2013 was $261 million.
Moody's expect the company to maintain acceptable availability
through its seasonal requirements.

The stable outlook reflects expectations that business conditions
in the company's key market segments such as rail/infrastructure
and OCTG and slowly improving conditions in commercial
construction, which will benefit the flat rolled segments plate,
coil and structural tubing demand, will continue over the next 12
months allowing a minimum EBITDA run rate of at least $300
million. The outlook also considers the company's good liquidity
profile.

Under Moody's loss given default methodology, the Ba3 rating on
the senior secured notes reflects its somewhat weaker collateral
position relative to the ABL, which is secured by accounts
receivable and inventory, more liquid assets.

The Ba3 CFR could be favorable impacted should ENA be able to
generate earnings levels that result in a sustainable debt/EBITDA
ratio of no more than 3x, EBIT/Interest ratio of at least 3.5x and
(operating cash flow less dividends)/debt of at least 20%. The
rating could be downgraded should earnings and cash flow
deteriorate such that debt/EBITDA approaches 4x, EBIT/interest
falls below 2.75x and (operating cash flow less dividends/debt) is
less than 15%.

ENA is a limited company organized under the laws of England and
Wales. EICA is a Canadian company incorporated under the Canadian
Business Corporations Act and EINA is a Delaware Corporation. For
the twelve months ended June 30, 2014, the consolidated entities
shipped approximately just over 2.6 million tons and had revenues
of roughly $2.8 billion, excluding freight, which is mostly an
offset to cost of goods sold.

The principal methodology used in these ratings was Global Steel
Industry published in October 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


EVRAZ NORTH AMERICA: S&P Assigns Prelim. 'B+' CCR; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' preliminary
long-term foreign currency and local currency corporate credit
ratings to North American steel producer Evraz North America Ltd.
(ENA).  The outlook is stable.

S&P assigned a 'BB' preliminary issue rating and '1' preliminary
recovery rating to the US$500 million high-yield senior secured
bond to be issued by Evraz Inc. NA Canada, a 51% subsidiary of ENA
and unconditionally guaranteed by ENA and all its material
operating subsidiaries.

The preliminary ratings assume the successful placement of the
bond.  The proceeds from the bond will be used to prepay a portion
of the shareholder loan to Evraz Group S.A. (B+/Stable/--), the
100% owner of ENA.

ENA is a 100% North America-based subsidiary of Luxembourg-
registered integrated steel-maker Evraz Group S.A. (B+/Stable/--).

The rating on ENA reflects its stand-alone credit profile (SACP),
which S&P assess as 'bb-', and is capped by the 'B+' rating on its
100% parent Evraz Group S.A.

"We see ENA as a strategically important member of the Evraz
group, given its 100% ownership, size, some operational
integration with the group, and the shared name," said Standard &
Poor's credit analyst Svetlana Ashchepkova.  "We don't think that
our rating on ENA can exceed that on the parent, because Evraz has
full control of ENA's strategy, financial policy, and board, which
doesn't include any independent directors," said Ms. Ashchepkova.

ENA operates in the tubular, flat, and long segments.  S&P's view
of its SACP takes into account the highly competitive and volatile
North American steel market.  This market is characterized by high
volumes of low-cost imports and incumbent steelmakers' capacity
surplus, which was idled during the downturn, but which is
gradually coming online.  ENA's scale and scope is small compared
with that of its rated competitors in the North American steel
market (US Steel, AK Steel, and Steel Dynamics).  This may lead to
significant price pressure in the tubular segment and higher
volatility compared with larger peers', as in 2013, when profits
declined largely as a result of one-off events.

These weaknesses are partly offset by ENA's strong market share in
its key markets, where S&P sees relatively strong fundamentals.
In particular, S&P believes that demand for tubular products will
remain resilient, despite the recent weakening of crude to about
US$80/barrel, which S&P assumes will likely persist over the next
few years.  S&P understands that exploration and production
budgets of the largest North American oil and gas companies will
remain relatively robust, at least in the short term.  The
business risk profile is also supported by ENA's second-largest
segment, long products, which accounted for around one-third of
revenues and almost two-thirds of EBITDA in 2013.  Long products
enjoy strong demand from Class I Railroads, which are among its
key customers.

The stable outlook on ENA mirrors that on Evraz Group S.A. and
also reflects S&P's view that ENA will demonstrate resilient
performance in the second half of 2014 and in 2015.  S&P views the
ratio of adjusted debt to EBITDA below 4x as commensurate with the
current long-term rating.

S&P do not factor a potential IPO by ENA into the rating at this
stage, due to uncertainties about the timing, terms, use of
proceeds, and corporate governance set-up after the IPO.

S&P could lower the rating if ENA's performance is hurt by
increasing competition in the North American market or by lower
demand from the oil and gas sector as a result of protracted crude
price weakness.  An increase in leverage, with adjusted debt to
EBITDA above 4x for a prolonged period, and negative FOCF would
likely lead to a downgrade.  S&P could also lower the rating if
ENA's liquidity weakens as a result of less robust cash flow
generation or constrained access to its asset-based loan.
Additionally, S&P would also likely lower the rating if it lowered
the rating on Evraz Group S.A., ENA's parent.

S&P would likely raise the rating to 'BB-', in line with the
company's SACP, if it upgraded Evraz Group S.A.  An upgrade would
also require ENA's resilient performance, maintenance of moderate
leverage with adjusted debt to EBITDA below 3.5x on a consistent
basis, and adequate liquidity.


FIRST NIAGARA: Fitch Puts Bb+ Sub. Debt Rating on Watch Negative
----------------------------------------------------------------
Following First Niagara Financial Group's (FNFG) sizeable $800
million non-cash impairment charge to goodwill as well as a $45
million reserve for a process issue related to certain customer
deposit accounts, Fitch Ratings has placed the FNFG's 'BBB-/F3'
Issuer Default Ratings (IDRs) on Rating Watch Negative.  Fitch has
also affirmed the long- and short-term IDRs of First Niagara Bank,
N.A (full legal name) at 'BBB-/F3'.

KEY RATING DRIVERS -- IDRS, VRs AND SENIOR DEBT

The Negative Rating Watch on the holding company reflects Fitch's
view that the holding company's financial flexibility continues to
be pressured.  Fitch recognizes that the sizeable impairment
charge is an accounting event and does not impact cash.  However,
the net loss will now require the bank subsidiary to receive
regulatory approval on a quarterly basis (potentially up to 1Q'17)
in order to dividend up to the holding company.  While the company
will more than likely receive approval from regulators, it will
limit the parent company's financial flexibility, which Fitch
already viewed as pressured given its comparatively low levels of
capital.  Fitch estimates that the company presently has
sufficient debt service coverage (2.0 times) over the next 12
months including common dividends, preferred dividends, interest
expense on various debt instruments excluding bank dividends.

Additionally, the company also announced a $45 million reserve
charge to address a process issue related to certain customer
deposit accounts.  This reserve is an early estimate and the
company has begun an internal review.  Fitch will continue to
assess future impact, if any, to profitability as the company
discloses further information.

The rating affirmation of the bank reflects Fitch's view that core
operating performance continues to be satisfactory and in-line
with rating expectations.  Nonetheless, similar to peers, FNFG's
earnings will likely be pressured by the low interest rate
environment.  Additionally, Fitch considers asset quality to be
solid.  FNFG's NCOs and NPAs stood at 0.23% and 1.39% for 3Q14.
Although, Fitch believes NCOs will increase from historical
performance given commercial loan growth, these are expected to
remain manageable.

RATING SENSITIVITIES -- IDRS, VRs AND SENIOR DEBT

Fitch expects to resolve the Rating Watch Negative within the next
60 days.  The agency's review will focus on clarity regarding
holding company liquidity plans, Basel III capital compliance, and
plans for the company's CLO portfolio to comply with the Volcker
rule.  Management actions that improve holding company liquidity
from currently estimated levels could support maintaining holding
company ratings at 'BBB-'.

Conversely, if the company does not sufficiently address, in
Fitch's opinion, contingent liquidity concerns at the holding
company, the Rating Watch Negative could be resolved with a
ratings downgrade.

In line with Fitch's criteria regarding holding company and bank
subsidiary equalization of ratings, Fitch may consider notching
down the holding company's IDRs reflecting the view that the
holding company financial flexibility has been limited and will
likely remain for a longer time horizon.

Fitch has placed these ratings on Rating Watch Negative:

First Niagara Financial Group, Inc

   -- Long-term Issuer Default Rating 'BBB-';
   -- Short-term IDR 'F3';
   -- Viability rating 'bbb-';
   -- Senior unsecured 'BBB-';
   -- Preferred stock 'B';
   -- Subordinated debt 'BB+';
   -- Support '5';
   -- Support Floor 'NF'.

Fitch has affirmed these ratings with a Stable Outlook:

First Niagara Bank

   -- Long-term deposits at 'BBB';
   -- Long-term IDR at 'BBB-';
   -- Viability at 'bbb-'
   -- Short-term deposits at 'F3';
   -- Short-term IDR at 'F3'.
   -- Support at '5';
   -- Support Floor at 'NF'.


GLYECO INC: To Work With Haldor to Develop Recycling Facilities
---------------------------------------------------------------
GlyEco, Inc., signed a non-binding Memorandum of Understanding
with Haldor Topsoe pursuant to which the two companies entered a
collaborative agreement to identify and develop waste glycol
recycling facilities internationally.

"I am extremely happy to welcome Haldor Topsoe to the GlyEco
team," stated John Lorenz, CEO of GlyEco.  "Haldor Topsoe is a
well respected firm with reported revenues of nearly $1 billion in
2013.  We share both a passion for science and a culture of
innovation, and our core values and dedication to sustainability
solutions are in alignment.  We intend to make those values the
foundation of a solid relationship."

"Together our organizations will combine our strengths to deliver
sustainable glycol solutions to the global market," Lorenz
continued.  "This is a huge break-through for glycol recycling.
Haldor Topsoe brings decades of experience in successfully
designing and building large chemical processing operations, and
they have a team of very experienced engineers located throughout
the world.  Together, we can accelerate the timeline to deliver
sustainable glycol solutions to un-served industries on a very
large scale.  Everyone benefits from this agreement."

Under the terms of the MOU, each company will focus on its core
competencies; Haldor Topsoe will leverage its significant
engineering resources and international customer relationships,
while GlyEco will leverage its proprietary glycol recycling
technology.

The two companies are jointly utilizing resources to identify
initial projects for development.  Once an initial glycol
recycling plant project has been identified, a binding agreement
is expected with additional agreements to follow tailored for each
future project.

                          About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

GlyeCo reported a net loss of $4.01 million in 2013, a net loss of
$1.86 million in 2012, and a net loss of $592,171 in 2011.

The Company's balance sheet at June 30, 2014, showed $15.56
million in total assets, $2.92 million in total liabilities and
$12.64 million in total stockholders' equity.

Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, 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 yet to achieve profitable
operations and is dependent on its ability to raise capital from
stockholders or other sources to sustain operations and to
ultimately achieve viable profitable operations.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.


FOUR OAKS FINCORP: Incurs $8.6 Million Net Loss in Third Quarter
----------------------------------------------------------------
Four Oaks Fincorp, Inc., the holding company for Four Oaks Bank &
Trust Company, announced its results for the third quarter and
nine months ended Sept. 30, 2014.

The Company reported a net loss of $8.6 million and $4.8 million,
respectively, for the third quarter and nine months ended
Sept. 30, 2014, compared to net income of $79,000 and $52,000 for
the same periods in 2013.

As of Sept. 30, 2014, the Company had $837.9 million in total
assets, $797.8 million in total liabilities and $40.1 million in
total shareholders' equity.

Chairman, President, and Chief Executive Officer, Ayden R. Lee,
Jr. states, "It is a pleasure to report the on-going improvements
in our operations including the execution of the asset resolution
plan, made possible by the successful capital raise closed out
during the month of August.  These changes position the Company
for the future by significantly improving capital ratios and asset
quality to the best levels seen in years.  We have many positive
initiatives underway as we look forward to returning to growth and
further strengthening our support of all our customers and the
communities we serve. The support of our shareholders, customers,
and employees is vital to our success and, as always, is greatly
appreciated."

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

                        http://is.gd/Fk77pV

                          About Four Oaks

Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company.  The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1,241,000 in securities
available for sale as of Dec. 31, 2011.

Four Oaks reported a net loss of $350,000 in 2013, a net loss of
$6.96 million in 2012 and a net loss of $9.09 million in 2011.

                          Written Agreement

"In late May 2011, the Company and the Bank entered into a formal
written agreement (the "Written Agreement") with the Federal
Reserve Bank of Richmond (the "FRB") and the North Carolina Office
of the Commissioner of Banks (the "NCCOB").  Under the terms of
the Written Agreement, the Bank developed and submitted for
approval, within the time periods specified, plans to:

   * revise lending and credit administration policies and
     procedures at the Bank and provide relevant training;

   * enhance the Bank's real estate appraisal policies and
     procedures;

   * enhance the Bank's loan grading and independent loan review
     programs;

   * improve the Bank's position with respect to loans,
     relationships, or other assets in excess of $750,000, which
     are now or in the future become past due more than 90 days,
     are on the Bank's problem loan list, or adversely classified
     in any report of examination of the Bank; and

   * review and revise the Bank's policy regarding the Bank's
     allowance for loan and lease losses and maintain a program
     for the maintenance of an adequate allowance.

A material failure to comply with the terms of the Written
Agreement could subject the Company to additional regulatory
actions and further restrictions on its business.  These
regulatory actions and resulting restrictions on the Company's
business may have a material adverse effect on its future results
of operations and financial condition," the Company said in its
quarterly report for the period ended March 31, 2014.


GREEN MOUNTAIN: Wants Court to Set Dec. 5 as Claims Bar Date
------------------------------------------------------------
Green Mountain Management LLC and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of Georgia to set
Dec. 5, 2014, at 4:00 p.m. (ET) as deadline for creditors to file
proofs of claim.

The Debtors propose Jan. 21, 2015, at 4:00 p.m. (ET) as deadline
for governmental units to file their claims.

A hearing is set for Nov. 5, 2014, at 11:00 a.m. (ET) in Courtroom
1402, United States Courthouse, 75 Spring Street SW in Atlanta,
Georgia.

                       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.


GREEN MOUNTAIN: Unit Amends Schedules of Assets and Liabilities
---------------------------------------------------------------
Georgia Flattop Partners LLC, a debtor affiliate of Green Mountain
Management LLC, filed an amended summary of schedules of assets
and liabilities with the U.S. Bankruptcy Court for the Northern
District of Georgia, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,232,060
  E. Creditors Holding
     Unsecured Priority
     Claims                                              $171
  F. Creditors Holding
     Unsecured Non-Priority
     Claims
                                 -----------      -----------
        Total                             $0       $1,232,231

A full-text copy of the Debtor's schedules is available for free
at http://bankrupt.com/misc/GreenMountain_Amended_SAL.pdf

                       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.


GEOMET INC: Series A Preferred Stock Delisted From NASDAQ
---------------------------------------------------------
The NASDAQ Stock Market LLC filed a Form 25 with the U.S.
Securities and Exchange Commission notifying the removal from
listing or registration of GeoMet, Inc.'s Series A convertible
redeemable preferred stock on the Exchange.

                         About Geomet Inc.

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

As of June 30, 2014, the Company had $27.95 million in total
assets, $3.96 million in total liabilities and $45.90 million in
series A convertible redeemable preferred stock and a $21.92
million total stockholders' deficit.

Hein & Associates LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that the
Company has suffered recurring losses from operations and has a
net working capital deficiency that raise substantial doubt about
the Company's ability to continue as a going concern.


GROVE ESTATES: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Grove Estates LP filed its summary of schedules of assets and
liabilities in the U.S. Bankruptcy Court for the Middle District
of Pennsylvania, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $26,435,000
  B. Personal Property                  $424
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,243,568
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $146,151
  F. Creditors Holding
     Unsecured Non-Priority
     Claims
                                 -----------      -----------
        Total                    $26,435,424      $12,389,720

A full-text copy of the Debtor's schedules is available for free
at http://is.gd/i9pdpW

                       About Grove Estates

Grove Estates, LP, an operator of land development business in
York, Pennsylvania, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 23, 2014 (Case No. 14-04368, Bankr. M.D.
Pa.).  The case is assigned to Judge Robert N Opel II.

The Debtor's counsel is Robert L Knupp, Esq., at Smigel, Anderson
& Sacks, LLP, in Harrisburg, Pennsylvania.  The Debtor's
accountant is Francis C. Musso, CPA, MPA, P.C.


HDGM ADVISORY: May Reject Unexpired Lease With MT Acquisitions
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
granted, with changes as discussed on the record, HDGM Advisory
Services, LLC, et al.'s motion to reject unexpired lease with MT
Acquisitions, LLC, according to the Minute Entry/Order entered by
the Court on October 15, 2014.

In that Minute Order, the Court also granted the U.S. Trustee's
motion for relief from judgment/order pursuant to Rule 9024 of the
Federal Rules of Bankruptcy Procedure.

The motion for relief from stay filed by Federal Insurance Company
and Objections filed the Debtor and by GPIF-I Equity Co., LTD.,
Federal Insurance Company are taken under advisement.

                  About HDGM Advisory Services

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

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

The cases are assigned to Judge James M. Carr.

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

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


HDGM ADVISORY: MISI Authorized to Enter Into Agreements With MT
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
granted, with changes as discussed on the record, HDGM Advisory
Services, LLC, et al.'s motion for an order authorizing HDG Mansur
Investment Services, Inc. to enter into agreements with MT
Acquisitions, LLC, according to the Minute Entry/Order entered by
the Court on October 15, 2014.

KFH Capital Investment Company K.S.C.C and Kuwait Finance House
Real Estate Company K.S.C.C. filed a limited objection to the
Motion asserting that the release language in the Termination
Agreements was overly broad.

In its response to KFH's objection, MISI explained that it filed
the Motion so as to enter into a Lease Termination Agreement and
Management Agreement Termination and, thereby, terminate the
obligations of, and release each of, MISI and MT under the Lease
and the Management Agreement.

MISI said it did not intend that the releases provided in the
Termination Agreements be any broader than that necessary to
effectuate a release under these two executory contracts so as to
reduce any further or other obligations of MISI thereunder and
avoid further incurrence of potential administrative claims while
preserving MISI's ability to sublease to, and collect rent, from a
third party tenant.  In fact, MISI pointed out, the release
language under the Management Agreement Termination was not so
broadly drafted, and was confined to claims arising under the
Management Agreement and the Premises, but the Lease Termination
Agreement inadvertently was not so limited.

                  About HDGM Advisory Services

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

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

The cases are assigned to Judge James M. Carr.

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

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


HDOS ENTERPRISES: Combined Disclosure Statement & Plan Confirmed
----------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California confirmed HDOS Enterprises' Combined Disclosure
Statement and Plan of Reorganization dated August 27, 2014.

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

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

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

A status conference hearing will be held on November 18, 2014, at
2:00 p.m., to review the Debtor's progress toward consummation of
the confirmed Plan.

                    About Hot Dog On A Stick

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

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

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

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


INTELLICELL BIOSCIENCES: Director Myron Holubiak Resigns
--------------------------------------------------------
The Board of Directors of Intellicell Biosciences, Inc., accepted
the amicable resignation of Mr. Myron Holubiak as a director of
the Company effective effective Oct. 27, 2014, according to a
regulatory filing with the U.S. Securities and Exchange
Commission.

Mr. Holubiak served on the audit committee and on the corporate
governance/nominating committee at the time of his resignation.
The Company intends to replace Mr. Holubiak as a board member, as
well as an audit committee and corporate governance/nominating
committee member, in the near future.

                    About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

Intellicell Biosciences reported a net loss of $11.14 million on
$0 of total net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.15 million on $534,942 of total net
revenues during the prior year.

The Company's balance sheet at June 30, 2014, showed $3.34 million
in total assets, $15.64 million in total liabilities, all current,
and a $12.29 million total stockholders' deficit.

"The Company has incurred losses since inception resulting in an
accumulated deficit of $61,164,954 and a working capital deficit
of $15,319,535 as of June 30, 2014, respectively.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.  The ability to continue as a going concern is
dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due.  Management intends to finance
operating costs over the next twelve months with existing cash on
hand and a private placement of common stock or other debt or
equity securities.  There can be no assurance that we will be able
to obtain further financing, do so on reasonable terms, or do so
on terms that would not substantially dilute our current
stockholders' equity interests in us.  If we are unable to raise
additional funds on a timely basis, or at all, we probably will
not be able to continue as a going concern," the Company stated in
the Form 10-Q for the quarterly period ended June 30, 2014.


INTELLIPHARMACEUTICS INT'L: Gets FDA "Acceptable" Classification
----------------------------------------------------------------
The United States Food and Drug Administration has provided
Intellipharmaceutics International Inc. with written notification
that its Toronto, Canada, manufacturing facility has received an
"acceptable" classification.

The Company's Toronto premises comprise 25,000 sq. ft., including
management, R&D, manufacturing, quality control and drug product
release testing components.  The inspection of the manufacturing
facility was performed in May 2014.  Those inspections are carried
out on a regular basis by the FDA, and an "acceptable"
classification is necessary to permit the Company to be in a
position to receive final approvals for Abbreviated New Drug
Applications and for New Drug Applications, and to permit
manufacturing of drug products intended for commercial sales in
the United States after any such approvals.  No assurance can be
given as to whether or when the FDA will approve any
Intellipharmaceutics application for its product candidates, that
our facility will continue to satisfy the requirements of the FDA,
or that any of our product candidates will ever be successfully
commercialized.

This marks the second time that the facility has passed an FDA
inspection.  In a previous audit carried out by the FDA in July
2011, the facility was also classified as acceptable.

"We are pleased and proud to have again achieved an "acceptable"
classification for our facility," stated Dr. Isa Odidi, CEO and
co-chief scientific officer.  "The FDA facility audit process is
rigorous and exacting, and we believe the successful
classification is an indication that our unwavering commitment to
current good manufacturing practices (cGMP) is well worth the
effort."

                     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.


ITR CONCESSION: Judge Approves Toll Road Bankruptcy-Exit Plan
-------------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that a bankruptcy judge cleared the operator of the Indiana Toll
Road to exit Chapter 11 and continue its hunt for a buyer who can
help the company pay off about $6 billion in debt.  According to
the report, Judge Pamela S. Hollis of the U.S. Bankruptcy Court in
Chicago confirmed ITR Concession Co.'s bankruptcy-exit plan, in
which the company's creditors have agreed to give it until August
2015 to find a buyer to take over operation of the 157-mile toll
road that connects Chicago with such cities in northern Indiana as
Gary and South Bend.

                       About ITR Concession

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

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

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

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


ITR CONCESSION: Court Fixes Nov. 17 as General Claims Bar Date
--------------------------------------------------------------
The U.S. Bankruptcy Court in Northern District of Illinois
established Nov. 17, 2014, as the deadline for all persons and
entities holding or asserting a claim against ITR Concession Co.
to file a formal proof of claim in the Debtor's case.  Only
holders of unsecured non-priority claim in the amount equal to or
greater than $25 million on account of a single act or occurrence
against the Debtors that arose prior to Sept. 21, 2014, no matter
how remote or contingent that right to payment or equitable remedy
may be.

Governmental entities have until March 20, 2015 to file their
formal proofs of claim against the Debtor.  Pursuant to the
Court's order, only governmental units that have or may have an
unsecured non-priority claim in the amount equal to or greater
than $25 million on account of a single act or occurrence against
the Debtors that arose prior to Sept. 21, 2014, no matter how
remote or contingent that right to payment or equitable remedy may
be, must file a proof of claim.

                      About ITR Concession

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

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

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

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


KJAYA LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: KJAYA LLC
        263 Tresser Boulevard, 9th Flr
        Stamford, CT 06901

Case No.: 14-51632

Chapter 11 Petition Date: October 28, 2014

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Hon. Alan H.W. Shiff

Debtor's Counsel: Carl T. Gulliver, Esq.
                  COAN LEWENDON GULLIVER & MILTENBERGER, LLC
                  495 Orange Street
                  New Haven, CT 06511
                  Tel: (203) 624-4756
                  Fax: 203-865-3673
                  Email: cgulliver@coanlewendon.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $100 million to $500 million

The petition was signed by Kovey Kovalan, president and director.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ctb14-51632.pdf


LAKE DISTILLING: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lake Distilling, LLC
        2187 Townline Road
        King Ferry, NY 13081

Case No.: 14-31672

Chapter 11 Petition Date: October 28, 2014

Court: United States Bankruptcy Court
       Northern District of New York (Syracuse)

Debtor's Counsel: Stewart L. Weisman, Esq.
                  LAW OFFICE OF STEWART L. WEISMAN
                  Box 598, Shadow Rock
                  Manlius, NY 13104-0598
                  Tel: (315) 682-0652
                  Fax: (315) 682-0734
                  Email: sweisman@twcny.rr.com

Total Assets: $814,500

Total Liabilities: $2.43 million

The petition was signed by David P. Smith, manager.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/nynb14-31672.pdf


LEHMAN BROTHERS: Asks Court to Extend Terms of Plan Trust
---------------------------------------------------------
Lehman Brothers Holdings Inc. has filed a motion seeking
authority from Judge Shelley Chapman of the U.S. Bankruptcy Court
for the Southern District of New York to extend the term of the
trust that was created pursuant to its payout plan for another
three years.

The trust, which will terminate on Dec. 6, 2014, was created to
hold the new Lehman common stock that was issued after all the
company's common and preferred stock was cancelled as well as to
receive and distribute proceeds for the benefit of former Lehman
stockholders.  The plan trust also "preserves important tax
attributes of the Chapter 11 estates that ultimately benefit
creditors, fulfills certain securities laws obligations and
benefits former stockholders," according to the company's lawyer,
Jacqueline Marcus, Esq., at Weil Gotshal & Manges LLP, in New
York.

The motion is on Judge Chapman's calendar for November 7.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.


LEHMAN BROTHERS: Opposes Bid to Increase Claims Reserve
-------------------------------------------------------
Lehman Brothers Holdings Inc. is opposing an effort by U.S. Bank
NA and several other financial institutions to increase the amount
the defunct financial institution has set aside to settle the
banks' claims tied to mortgage loans sold by the company.

Lehman has only set aside $5 billion for the claims held by the
trustees administering residential mortgage-backed securities
trusts.  The trustees, which also include Deutsche Bank National
Trust Co., Law Debenture Trust Co. of New York and Wilmington
Trust, had said the reserve should be increased to $12.143
billion since a review of the mortgage loans shows that the
company's liability is much worse than its initial estimate.

In a court filing, a Lehman lawyer argued the trustees did not
provide proofs of their claims and that they "summarily" estimated
their claims at $12.143 billion based on a flawed expert report.

"Given that they have failed for seven years to abide by their
obligations, the RMBS trustees should not at this advanced stage
be permitted to disrupt the distribution of the Lehman estate,"
said Todd Cosenza, Esq., at Willkie Farr & Gallagher LLP, in New
York.

In the same filing, Lehman proposed to implement a protocol, which
it said, would expeditiously resolve the trustees' claims.

The protocol requires the trustees to deliver to Lehman within 60
days all loan files.  Any claim not substantiated by the loan
files delivered within that period will be extinguished.

The U.S. Bankruptcy Court in Manhattan will hold a hearing on
Dec. 10.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.


LEHMAN BROTHERS: JPM Repo-Market Lawsuit Resumes
------------------------------------------------
Lehman Brothers Holdings Inc. and J.P. Morgan & Co. are still
battling in a crisis-era lawsuit where Lehman alleged that the
bank improperly extracted billions in collateral just days before
its September 2008 bankruptcy filing.

Lawyers for Lehman and its creditors said J.P. Morgan used its
"life-or-death leverage" as Lehman's primary clearing bank to
force the company into handing over virtually all of its
remaining liquidity to "create an $8.6 billion slush fund," The
Wall Street Journal reported, citing a recent filing made with
the U.S. District Court in New York.

In its own filing, J.P. Morgan's lawyers said the Lehman account
was "a fable" and Lehman, following the holding company's
bankruptcy, tricked it into believing it would be repaid some $70
billion advanced to keep Lehman's broker-dealer business afloat
in the days surrounding the company's bankruptcy filing and the
sale of the business to Barclays Plc, according to Journal's
Oct. 17 report.

Lehman filed the lawsuit to recover billions of dollars that J.P.
Morgan allegedly seized as collateral.  J.P. Morgan, which served
as the company's main clearing bank in the 2008 financial crisis,
allegedly threatened to discontinue its services unless the
company posted excessive collateral.

The suit in district court is Lehman Brothers Holdings Inc. v.
JPMorgan Chase Bank NA (In re Lehman Brothers Holdings Inc.),
11-6760, U.S. District Court, Southern District of New York
(Manhattan).

The lawsuit in bankruptcy court is Lehman Brothers Holdings Inc.
v. JPMorgan Chase Bank NA (In re Lehman Brothers Holdings Inc.),
10-03266, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: 2nd Cir. Refuses to Hear Appeal in Barclays Suit
-----------------------------------------------------------------
The Second Circuit declined to rehear Lehman Brothers Inc.
trustee's bid to reclaim $4 billion in collateral that was picked
up by Barclays Plc after the collapse of the brokerage's parent
company, according to a report by Law360.

To recall, a three-judge panel handed down a decision in August
that took away $4 billion the trustee was awarded by a bankruptcy
judge in a dispute with Barclays.

The panel ruled that the transfer of the cash or margin assets
was contemplated both by the purchase agreement and the
clarification letter, and that there was no material change from
the deal approved in bankruptcy court.

The appeal is Giddens v. Barclays Capital Inc. (In re Lehman
Brothers Holdings Inc.), 12-2933, U.S. Court of Appeals for the
Second Circuit (Manhattan).

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Seeks Approval to Settle Claims vs. Putnam
-----------------------------------------------------------
Lehman Brothers Holdings Inc. has filed a motion seeking court
approval to resolve the claims of its special financing unit
against Putnam Structured Product Funding 2003-1 Ltd. tied to a
swap deal.

The claim stemmed from the early termination of Lehman's credit
derivative swap transaction with ALTA CDO SPC as a result of its
bankruptcy filing.

Under the swap deal, ALTA, a special purpose vehicle, sold
"credit protection" to Lehman's special financing unit on a
portfolio of diverse entities in exchange for periodic premium
payments.

ALTA used the money it received from Lehman's financing unit to
pay the interest of investors in notes it issued to those
investors including Putnam, according to court filings.

Under the settlement, Lehman's special financing unit will
receive full payment for its claims from U.S. Bank National
Association, the administrator of the trust that was created for
the notes issued to Putnam.  In return, the company agreed to
drop any other claim it asserts against Putnam and U.S. Bank tied
to the notes.

Lehman did not disclose in court filings how much its special
financing unit will receive from U.S. Bank as settlement.

The U.S. Bankruptcy Court in Manhattan will hold a hearing on
Nov. 7 to consider approval of the settlement.  Objections are
due by Oct. 31.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Giants Insists Swap Claims Valid
-------------------------------------------------
Giants Stadium, LLC, asked the U.S. Bankruptcy Court in Manhattan
to overrule Lehman Brothers Holdings Inc.'s objection to its
claims tied to a derivatives swap deal.

In a court filing, Giants Stadium denied allegations it breached
the swap agreement by denying Lehman's special financing unit its
right to obtain quotations from broker-dealers to value the swaps
when the stadium company terminated the swap deal.

According to Giants Stadium, the Lehman subsidiary was given the
opportunity to select and reach out to broker-dealers to
calculate the loss under the swap deal but it refused to do so in
violation of the agreement.

The stadium company also denied it breached the swap deal by not
getting Lehman's consent before amending a provision of the
indenture requiring that a minimum percentage of the auction-rate
securities be hedged at different times.

Giants Stadium argued Lehman had no right to block the amendment
by not consenting to it since the minimum hedging requirement was
insisted by and is for the benefit of bond holders and insurers.

The swap deal was intended to hedge interest rate risk on
securities initially issued in auction rate form by Giants
Stadium and underwritten by Lehman's brokerage.

Giants Stadium holds two claims against Lehman and its special
financing unit.  Each claim seeks to recover $301 million
purportedly due under the swap deal and a guaranty executed by
Lehman.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEVI STRAUSS: Fitch Affirms 'BB' IDR & Alters Outlook to Positive
-----------------------------------------------------------------
Fitch Ratings has affirmed its Issuer Default Rating (IDR) on Levi
Strauss & Co. (Levi) at 'BB' and revised the Rating Outlook to
Positive from Stable.  In addition, Fitch has affirmed its rating
on Levi's secured bank credit facility at 'BB+' and senior
unsecured notes at 'BB-'.  Levi had $1.4 billion of debt
outstanding as of Aug. 24, 2014.

Key Rating Drivers

While Levi's business trends are currently soft, the Outlook
revision to Positive reflects Fitch's view that Levi will begin to
generate EBITDA growth in fiscal 2015 as some of the benefits from
its global productivity initiative flow to the bottom line.  In
addition to taking significant cost out of the business, Levi's
management is also committed to reducing debt levels and
strengthening its balance sheet.  These factors are expected by
Fitch to drive adjusted leverage toward the mid-3x range over the
next two years from 4.1x currently.  Fitch also expects FCF will
be positive in the range of $200 million annually beginning in
fiscal 2015 (ending November).  The rating continues to reflect
Levi's well-known brands, strong market shares, and geographic
diversity, as well as the challenging consumer environment
pressuring top line performance.

Levi's revenues declined 0.1% on a constant currency basis in the
nine months ended Aug. 24 2014, following a 1.8% constant currency
growth in fiscal 2013 (ended November).  This reflects sales
declines in the Americas region (61% of 2013 revenues), where
growth in retail and Levi's men's business was offset by declines
in the women's business at wholesale.  These declines were partly
offset by growth in Europe (24% of 2013 revenues) and Asia (16% of
2013 revenues).  Fitch projects consolidated sales will be flat to
up in the low single digit range over the next 24 months, and will
continue to be constrained by the difficult consumer environment
globally.

Levi's EBITDA margin was 11.4% in the 12 months ended Aug. 24,
2014 compared with 12.6% in 2013, due to excess inventory and the
promotional selling environment.  In the beginning of 2014, Levi's
rolled out a restructuring initiative where actions taken to date
are expected to produce annual net savings of $100-125 million.
Fitch believes that EBITDA will continue to be constrained over
the near term as the company works down excess inventories, but
that it will move higher over the next 24 months to over $600
million from $531 million in the LTM ended Aug. 24, 2014, as a
portion of the cost savings flow to the bottom line.

Leverage (adjusted debt/EBITDAR) was steady at 4.1x at August 2014
compared with 4.0x at fiscal year-end 2013, reflecting modest
EBITDA contraction as well as $120 million of debt reduction.  The
company recently announced its intent to fully redeem the
remaining $199 million of 7.75% Euro notes due November 2018 with
cash flow and revolver borrowings.  As a result, Fitch expects
total debt reduction to approach $300 million in 2014 and that
management will continue to reduce debt levels with free cash flow
in 2015-2016.  Fitch therefore expects leverage will improve
toward the mid-3x range over the next two years.

Liquidity is supported by cash of $367 million (roughly two-thirds
of which is held overseas) and availability of $606 million as of
Aug. 24, 2014 on an $850 million credit facility that expires in
March 2019.  The facility is secured by North American
inventories, receivables, and the U.S. Levi trademark, with a
total borrowing base of $757 million.  There were $90 million of
borrowings and $61 million of LCs outstanding against the facility
at quarter-end.

The 'BB+' rating of the $850 million secured revolving credit
facility reflects its secured position in the capital structure
and upstream guarantees from the domestic operating companies.

RATING SENSITIVITIES

Factors that could individually or collectively lead to a positive
rating action include:

   -- EBITDA margins begin a sustained recovery in 2015;
   -- FCF of $200 million plus annually, permitting ongoing debt
      reduction;
   -- Adjusted financial leverage improves to the mid-3x range.

Factors that could individually or collectively lead to a negative
rating action include:

   -- EBITDA margins remain under pressure longer-term;
   -- Sales trends remain soft;
   -- Adjusted financial leverage moves above the mid-4x range.

Fitch has affirmed these ratings:

Levi Strauss & Co.

   -- IDR at 'BB-';
   -- $850 million secured revolving credit facility at 'BB+';
   -- Senior unsecured notes at 'BB-'.

The Rating Outlook is revised to Positive from Stable.


LM WASTE SERVICE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: LM Waste Service, Corp.
        PMB 740
        1353 Ave. Luis Vigoreaux
        Guaynabo, PR 00966

Case No.: 14-08851

Chapter 11 Petition Date: October 29, 2014

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

Debtor's Counsel: Alexis Fuentes Hernandez, Esq.
                  FUENTES LAW OFFICES, LLC
                  PO BOX 9022726
                  San Juan, PR 00902-2726
                  Tel: (787) 722-5216
                  Fax: (787) 722-5206
                  Email: alex@fuentes-law.com

Total Assets: $7.01 million

Total Liabilities: $20.11 million

The petition was signed by Marcos Velez Green, acting president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-08851.pdf


M.D.M. PROPERTY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: M.D.M. Property,LLC
        73 Chadwick Drive
        Stafford, VA 22556

Case No.: 14-13987

Chapter 11 Petition Date: October 28, 2014

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Hon. Robert G. Mayer

Debtor's Counsel: Weon Geun Kim, Esq.
                  WEON GEUN KIM LAW OFFICE
                  8200 Greensboro Drive, Suite 900
                  McLean, VA 22102
                  Tel: (571)-278-3728
                  Fax: (703) 462-5459
                  Email: jkkchadol99@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Yong C. Kim, managing member.

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


M/I HOMES: Moody's Rates New $350MM Unsecured Notes 'B1'
--------------------------------------------------------
Moody's Investors Service affirmed M/I Homes, Inc.'s Corporate
Family Rating at B2 and Probability of Default Rating at B2-PD.
Concurrently, Moody's assigned a B1 rating to the company's
proposed $350 million senior unsecured note issuance that is
expected to be composed of $200 million senior unsecured notes due
in 2022 and $150 million senior unsecured notes due in 2019.
Moody's affirmed the senior subordinated convertible notes at
Caa1. Additionally, the rating on the Series A preferred shares
was affirmed at Caa1 and Speculative-Grade Liquidity (SGL) was
affirmed at SGL-2. The rating outlook is stable.

M/I Homes is expected to use a significant amount of the net
proceeds from the proposed $350 million senior unsecured note
offering to fund the purchase of the $230 million existing senior
unsecured notes due 2018.

The following rating actions were taken:

  Corporate Family Rating, affirmed at B2;

  Probability of Default Rating, affirmed at B2-PD;

  Proposed $150 million senior unsecured notes, assigned B1
  (LGD3);

  Proposed $200 million senior unsecured notes, assigned B1
  (LGD3);

  $86 million 3% senior subordinate convertible senior notes,
  affirmed at Caa1 (LGD6);

  $58 million 3.25% senior subordinate convertible notes,
  affirmed at Caa1 (LGD6);

  $48 million 9.75% series A preferred shares, affirmed at Caa1
  (LGD6);

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

The ratings outlook is stable.

The ratings on the existing senior unsecured notes will be
withdrawn at the close of the transaction.

Ratings Rationale

The B2 Corporate Family Rating reflects M/I Homes' relatively
small size, geographic concentration, and projected negative free
cash flow generation over the next 12-18 months as the company
continues to purchase land/lots.

At the same time, M/I Homes' B2 Corporate Family Rating is
supported by its disciplined operating strategy and by growing
profitability on a net income basis. Further, the rating benefits
from the company's conservative balance sheet management despite
the increase in pro forma debt leverage of just above 50%. Moody's
projects the company's debt leverage to decline below 45% in the
next 2 years. Additionally, the rating incorporates Moody's view
that favorable homebuilding industry conditions, including growing
new orders, backlog and home pricing, will lead to further growth
in revenues and net worth and improvement in credit metrics.

The SGL-2 Speculative Grade Liquidity Rating reflects Moody's
expectation that M/I Homes' liquidity profile will remain good
over the next 12 months. Moody's projects that the company will
utilize its $300 million unsecured revolving credit facility for
opportunistic land purchases.

The stable rating outlook reflects an expectation that the company
will continue to increase revenue generation in line with the rest
of the industry and improves its net worth, gross margins, and
other credit metrics over the next one to two years. The stable
outlook also considers Moody's expectation that debt to
capitalization will remain about 45%.

The ratings could be upgraded if homebuilding debt leverage
declines below 40% on a sustained basis with further improvement
in other key credit metrics such as interest coverage and gross
margin.

The ratings could be downgraded if the company's liquidity
position deteriorates, net income turns negative, or if adjusted
homebuilding debt leverage increases above 60%.

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

Headquartered in Columbus, Ohio, and begun in 1976, M/I Homes,
Inc. sells homes under the trade names M/I Homes, Showcase
Collection (exclusively by M/I Homes) and Triumph Homes, with
homebuilding operations located in Columbus and Cincinnati, Ohio;
Indianapolis, Indiana; Chicago, Illinois; Tampa and Orlando,
Florida; Charlotte and Raleigh, North Carolina; the Virginia and
Maryland suburbs of Washington, D.C; and Austin, Dallas/Fort
Worth, Houston and San Antonio, Texas.


MACKEYSER HOLDINGS: Essilor Objects to Deal With Secured Lenders
----------------------------------------------------------------
Essilor of America, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware not to approve the proposed settlement
entered into by Mackeyser Holdings, LLC and its affiliated debtors
and the Official Committee of Unsecured Creditors, and certain of
the Debtors' secured lenders -- Health Evolution Partners Fund I,
L.P. and Series F of Health Evolution Partners Co-Invest, LLC.

Essilor is one of MacKeyser's secured lenders.

The Settlement should be denied or alternatively, modified to
comport with applicable rules and precedent, Essilor tells the
Court.  Essilor contends that the proposed settlement between the
Settling Parties fails to demonstrate why it is "fair and
equitable" under the requirements enunciated by the Third Circuit.

Essilor argues that the proposed Settlement is overbroad in scope.
Essilor says that the motion seeking approval of the settlement
seeks relief far beyond a resolution of disputes between the
Settling Parties.  Essilor also contends that under the proposed
settlement, HEP is paid over $600,000 immediately while the
Debtors' other secured and unsecured creditors, like Essilor, are
forced to wait indefinitely for payments on their claims.

Essilor is represented by:

          William P. Bowden, Esq.
          Stacy L. Newman, Esq.
          ASHBY & GEDDES, P.A.
          500 Delaware A venue, 8th Floor
          P.O. Box 1150
          Wilmington, DE 19899
          Telephone: (302) 654-1888
          Facsimile: (302) 654-2067
          E-mail: wbowden@ashby-geddes.com
                  snewman@ashby-geddes.com

               - and -

          Holland N. O'Neil, Esq.
          GARDERE WYNNE SEWELL LLP
          Thanksgiving Tower, Suite 3000
          1601 Elm Street
          Dallas, TX 75201
          Telephone: (214) 999-3000
          Facsimile: (214) 999-4667
          E-mail: honeil@gardere.com

              Debtors and Creditors Committee Reply

Since being outbid at the auction for the Debtors' Eye Gallery
stores, Essilor has filed two motions, accompanied by two
emergency motions to shorten notice, in connection with its
efforts to be immediately repaid on account of its purportedly
secured claim, the Debtors and Committee say.  They note that both
motions to shorten were denied (though only after estate resources
were expended to quickly draft objections), while Essilor's other
motions were adjourned after the Settling Parties provided Essilor
with the results of their preliminary investigation into potential
wrongdoing by Essilor.

Now, having failed in its attempt to obtain immediate repayment,
Essilor has objected to the Settlement, thereby, continuing its
pattern of wasteful and unnecessary motion practice, the Debtors
and Committee tell the Court.  They contend that Essilor finds
ground for objection only by ignoring numerous benefits arising
from the Settlement, and instead raising a number of technical
issues that do not even apply to Essilor while simultaneously
arguing that the they have not sufficiently demonstrated that the
Settlement is fair and equitable.

The Debtors and Committee assert that they have more than met
their burden under Rule 9019 of the Federal Rules of Bankruptcy
Procedure.  They point out that the Objection is nothing more than
a continuation of Essilor's scorched earth approach to these
cases, and an attempt to stand in the way of the Settlement as
part of its litigation strategy.

The Debtors argue that the Settlement is in their best interests
and all of their creditors.  The Debtors assert that absence of
the Settlement, the bankruptcy estates would lack access to the
cash necessary to continue to conduct an orderly wind down that
maximizes value.  Hence, the Debtors ask the Court to approve the
Settlement.

                    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.


MERCURY NEW: Moody's Assigns B1 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating to
Mercury New Holdco, Inc. ("New Media General"), the new holding
company for the pending merger of Media General, Inc. and LIN
Media LLC ("LIN"). Moody's also assigned Ba3 to Media General
Inc.'s proposed $150 million 1st lien senior secured revolving
credit facility, new Term Loan A, and incremental Term Loan B-2,
and assigned a B3 to the proposed senior notes at Media General
Financing Sub, Inc. Proceeds from the new debt facilities along
with balance sheet cash and divestiture proceeds will be used to
fund the cash consideration for the merger and repay certain debt
instruments of LIN. The rating outlook is stable.

Issuer: Mercury New Holdco, Inc. ("New Media General")

  Corporate Family Rating, Assigned B1

  Probability of Default Rating, Assigned B1-PD

  Speculative Grade Liquidity Rating, Assigned SGL-2

Upgrades:

Issuer: Media General, Inc.

  Senior Secured Term Loan due 2020, Upgraded to Ba3, LGD3 from
  B1, LGD3

Issuer: Shield Media LLC

  Senior Secured Term Loan due 2018, Upgraded to Ba3,LGD3 from
  B1, LGD3

Assignments:

Issuer: Media General, Inc.

  Proposed Senior Secured Revolver, Assigned Ba3, LGD3

  Proposed Senior Secured Term Loan A, Assigned Ba3, LGD3

  Proposed Senior Secured Incremental Term Loan B-2, Assigned
  Ba3, LGD3

Issuer: Media General Financing Sub, Inc. (to be merged into LIN
Television Corporation)

Proposed $300 million Senior Unsecured Notes, Assigned B3, LGD6

LGD adjustments:

Issuer: LIN Television Corporation

  6.375% Senior Unsecured Notes due 2021, adjusted from LGD5 to
  LGD6

Outlook Actions:

Issuer: Mercury New Holdco, Inc ("New General Media")

  Outlook, Assigned Stable

Issuer: Media General Financing Sub, Inc. (to be merged into LIN
Television Corporation)

  Outlook, Assigned Stable

Ratings Rationale

New Media General's B1 corporate family rating reflects Media
General's pending merger with LIN resulting in expanded coverage
of US households as well as favorable geographic and network
diversification. Pro forma for the merger and announced
transactions, leverage will remain high with 2-year average debt-
to-EBITDA of 5.3x estimated for September 30, 2014 (including
Moody's standard adjustments). Weak demand for national
advertising experienced by most broadcasters in 2Q14 caused Media
General's core advertising revenue to increase less than 1% for
the half of 2014. For the second half of 2014, Moody's expect
Media General to generate good free cash flow given significant
political ad demand, providing the ability to repay debt and
improve financial credit metrics. Typical of television
broadcasters, ratings are pressured by the company's vulnerability
to cyclical advertising downturns and increasing media
fragmentation. Ratings are supported by the company's
significantly increased scale and consistent #1 or #2 revenue
rankings in 83% of its existing and soon-to-be-added markets,
several of which benefit from traditionally strong political
advertising demand. Ratings are also supported by Media General's
good local news programs and the addition of LIN's digital
operations. Moody's believe the scale provided by the merger of
Media General and LIN Media will help the company achieve
operating efficiencies and better position the company to
negotiate higher retransmission fees with its cable, satellite and
telco distributors to offset expected increases in reverse
compensation paid to networks. Post merger, Moody's expect the
company to generate annual EBITDA of more than $475 million (2-
year average) resulting in high single-digit percentage free-cash
flow-to-debt ratios and the ability to improve leverage absent
debt financed acquisitions. Since the sale of its newspaper
operations two years ago and merging with Young Broadcasting in
2013, the company has successfully executed its strategy to
transition into a pure-play broadcaster and has performed in line
with its initial revenue and EBITDA plan. Despite challenges
related to assimilating the two broadcasters, Moody's believes
management will be successful in realizing most of its planned
synergies totaling $70 million given Media General's success with
Young Broadcasting and given the majority of expected benefits
comes from readily achievable elimination of redundant costs and
an uplift in retransmission fees. Moody's expect the company to
maintain good liquidity leading up to the closing of the LIN
merger expected by the end of 2014 given significant cash inflows
from political ad demand through the beginning of November.

The stable rating outlook reflects Moody's view that, pro forma
for announced transactions and despite weak demand for national
advertising, growth in core ad sales will be in the low single
digit percentage range over the next 12 months with total revenue
increasing by more than 15% on a same store basis in FY2014 due to
significant political advertising largely in the second half of
the year as well as increasing retransmission fees. The outlook
does not incorporate additional debt financed acquisitions that
would meaningfully increase leverage ratios. Media General's
ratings could be downgraded if revenue or EBITDA deteriorate on a
same station basis due to economic weakness or underperformance in
one or more key markets, or if debt financed transactions
including distribution or additional acquisitions, result in 2-
year average debt-to-EBITDA ratios being sustained above 5.50x
(including Moody's standard adjustments) post closing of the
merger or 2-year average free cash flow-to-debt ratios falling
below 5%. Given the potential for additional debt financed
acquisitions as the industry consolidates, we are not likely to
consider an upgrade of ratings until the company demonstrates a
track record for maintaining 2-year average debt-to-EBITDA
leverage below 4.50x with minimum 2-year average free cash flow-
to-debt ratios in the high single digit percentage range.
Liquidity would also need to remain good with comfortable EBITDA
cushion to financial covenants and Moody's would need to be
assured that management would maintain operating and financial
policies that would be consistent with the higher rating.

Media General, headquartered in Richmond, VA, is a leading
television broadcaster and is expected to own, operate or service
71 network affiliated stations and associated digital properties
across 48 markets covering 24% of U.S. television households,
post-closing of the pending merger with LIN and announced
transactions. Network affiliations will include 22 CBS stations,
14 NBC, 12 ABC, 8 FOX, 7 CW, and 7 MNT. The company is publicly
traded and, as part of the LIN merger, Media General will form a
new holding company, New Media General, through which existing
Media General shareholders will own roughly 67% of the new holding
company with LIN shareholders owning the remaining 33%. Current
owners of Media General include Standard General, Oppenheimer,
Gabelli, and Highland Capital, with the remainder being widely
held. Average 2012 and 2013 revenue pro forma for announced
transactions is $1.2 billion.

The principal methodology used in these ratings was Global
Broadcast and Advertising Related Industries Methodology published
in May 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


METALICO INC: Sets Nov. 6 as Special Meeting Record Date
--------------------------------------------------------
The Board of Directors of Metalico, Inc., set a record date of
Nov. 6, 2014, for a special meeting of stockholders to be held on
Dec. 19, 2014.  Stockholders of record as of the close of business
on the record date will be eligible to vote at the meeting.  The
purpose of the Special Meeting is to approve certain proposals to
be presented in connection with the restructuring of the Company's
debt, according to a regulatory filing with the U.S. Securities
and Exchange Commission.

                           About Metalico

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

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

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


MILLER AUTO PARTS: Auction on Nov. 13; Sale Hearing Next Day
------------------------------------------------------------
Judge Mary Grace Diehl of the United States Bankruptcy Court for
the Northern District of Georgia granted Miller Auto Parts &
Supply Company, Inc., et al.'s first motion for authority to sell
assets free and clear of liens, claims, and encumbrances.

The Court approved the procedures for the sale of the Debtors'
assets, and authorized the assumption and assignment of any
proposed Assigned Contracts, to one or more Purchasers.

The Court also set these schedules relating to the sale:

   -- Deadline for Debtors to file Cure Amounts for Executory
      Contracts: November 3, 2014

   -- Bid Deadline: November 10, 2014;

   -- Sale Objection Deadline: November 10, 2014;

   -- Deadline for Debtors to review the Proposed Bids:
      November 11, 2014;

   -- Auction Sale Date: November 13, 2014; and

   -- Sale Hearing: November 14, 2014

The Initial Bidders have filed their purchase agreements: (i)
Asset Purchase Agreement dated as of October 9, 2014, with Fisher
Auto Parts, Inc.; (ii) Asset Purchase Agreement dated as of
October 15, 2014, with Automotive Distributors Co., Inc.; and
(iii) Asset Purchase Agreement dated as of October 16, 2014, with
TPH Acquisition LLLP.

The Court ruled that each of the Initial Bidders will be entitled
to be paid a "Break-Up Fee" in these amounts: (a) Fisher will be
entitled to a Break-Up Fee of $132,500; (b) ADC will be entitled
to a Break-Up Fee of $130,000; and (c) TPH will be entitled to a
Break-Up Fee of $24,000.

                     About Miller Auto Parts

Miller Auto Parts & Supply Company, Inc., and its affiliates are
distributors of automotive parts and service equipment.  The
companies operate from the Johnson Industries Inc.'s headquarters
in Atlanta, Georgia and have distribution operations in the
southeast, northeast and on-line.  The Southeastern distribution
center is located in Norcross, Georgia and supports nine satellite
centers across the state and supplies parts to key fleet customers
across the country.

Miller Auto Parts and its three subsidiaries sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014.  The
Debtors have sought joint administration under Lead Case No. 14-
68113.  The cases are assigned to Judge Mary Grace Diehl.

The Debtors have tapped Scroggins & Williamson as counsel and
Logan & Co. as claims and noticing agent.

The U.S. Trustee for Region 21 appointed three creditors of Miller
Auto Parts & Supply Company Inc. to serve on the official
committee of unsecured creditors.  The Committee selected Kane
Russell Coleman & Logan as its counsel.


MILLER AUTOMOTIVE: Needler Suspended, Directed to Disgorge Fees
---------------------------------------------------------------
Missouri Bankruptcy Judge Dennis R. Dow denied the final fee
application filed by William L. Needler and Associates, Ltd.,
counsel to Miller Automotive Group, Inc., a dealer of Chrysler
vehicles.

Judge Dow said William Needler did not meet his burden of proving
that the compensation he requested was reasonable.  To the
contrary, the evidence showed that his services provided no value
to the Debtor's estate and that Mr. Needler knew, or should have
known, that they were not reasonably likely to do so.

Judge Dow, instead, granted the request by the United States
Trustee for disgorgement of fees and imposition of sanctions.  The
Court noted that Mr. Needler failed to properly disclose and
identify the source of his Retainer as required by the Bankruptcy
Code and Rules.  As a result, the Court directed Mr. Needler to
disgorge $6,687 of the Retainer less fees to the U.S. Trustee.

The Court also imposed the sanction of suspension on Mr. Needler.
Effective immediately, Mr. Needler is suspended indefinitely from
the privilege to practice before the United States Bankruptcy
Court for the Western District of Missouri.  The purpose of this
non-monetary sanction is to deter future misconduct on the part of
Needler and others similarly situated.

Judge Dow noted that about six months ago, Mr. Needler appeared
before another Bankruptcy Judge in this District.  In In re Metten
Management Innovation, LLC, Case No. 13-50244, Mr. Needler failed
to disclose the source of his retainer, filed documents and
pleadings containing errors and inconsistencies, failed to comply
with Local Rules regarding required verifications, used
questionable practices to obtain his client's signature on
pleadings, filed a plan that was "patently unconfirmable" and a
disclosure statement that was deficient, was unavailable for
several hearings, willfully failed to amend certain pleadings
despite agreeing to do so in open court, displayed a "cavalier"
attitude, and filed cases that "should never have been filed."
Judge Cynthia Norton denied his application for employment nunc
pro tunc, denied his application for compensation, and ordered
Needler to disgorge the sum of $7,574 to the trustee.

Miller Automotive Group Inc. -- d/b/a Miller Chrysler Dodge, d/b/a
Miller Chrysler Dodge Jeep, Inc. -- filed a Chapter 11 petition
(Bankr. W.D. Mo. Case No. 13-20027) on Jan. 11, 2013.

The Debtor filed a Chapter 11 Plan shortly after the petition
date, but the Court was unable to consider it because it lacked a
disclosure statement.  The Debtor also filed a motion to use cash
collateral; the Court denied it without prejudice primarily on the
grounds that the financial information on which the Cash
Collateral Motion was based was unreliable. Immediately after the
decision was handed down, Needler filed an Emergency Motion to
Withdraw the Reference to the United States District Court. That
motion was denied.

In February 2013, the two largest creditors of the Debtor filed
motions for relief from the automatic stay: Ally Financial Inc. to
foreclose its security interest against the Debtor's vehicles and
other collateral, and Chrysler Group LLC ") to terminate certain
sales and service agreements.  Both motions were set for hearing,
but in the interim, the Debtor filed its motion to dismiss the
case. Ally's motion was subsequently granted and Chrysler's was
granted in part.

An Order granting the dismissal motion was entered in April 2013,
and the case was closed.  The U.S. Trustee sought to reopen the
case to seek a determination of the reasonableness of the Debtor's
attorney's fees, and the motion to reopen was granted.  Needler's
fee application followed.

A copy of Judge Dow's Oct. 24, 2014 Memorandum Opinion is
available at http://is.gd/eZmVHrfrom Leagle.com.


MISSISSIPPI PHOSPHATES: Proposes $10-Mil. of DIP Financing
----------------------------------------------------------
Mississippi Phosphates Corporation and its affiliated debtor seek
approval from the bankruptcy court to incur postpetition senior
secured super-priority indebtedness of up to $10 million from
certain of its prepetition lenders.  The Debtors also ask the
Court to approve the use of cash collateral of the prepetition
lenders and approve the agreed adequate protection for the use of
the lenders' cash collateral.

As of the Petition Date, the Debtors have $58.2 million in
principal and interest outstanding under an Amended and Restated
Facility with lenders led by STUW LLC, as administrative agent.
The obligations under are secured by a first-priority, senior lien
and security interest on certain real and personal property assets
of each of the debtors and PHI, as guarantor.

The salient terms of the DIP facility are:

   -- The Debtors obtain from the DIP Lenders loan and credit
advances in an aggregate principal sum of (i) up to $5 million
upon entry of an Interim DIP Order and (ii) following entry of a
final order approving the DIP financing, up to a total sum of $5
million plus accrued interest on the aggregate principal amount
and fees and expenses on a revolving basis.

   -- The obligations of the Debtors under the DIP Facility will
be secured by a first-priority priming lien on any and all assets
of the Debtors, will be entitled to exclusive superpriority
administrative expense status, and will be secured by a first-
priority perfected security interest in all of the Debtors' and
PHI's unencumbered assets.

    -- The superpriority claims and liens granted to the DIP
Lenders or the DIP Agent will be subject to a carve-out for (a)
unpaid fees of the Clerk of Court and the United States Trustee;
(b) the fees and expenses incurred by any Chapter 7 trustee and
any professionals retained by the trustee, in an aggregate amount
not to exceed $50,000; (c) all unpaid fees and expenses of
professionals retained by the Debtors or the Committee incurred
prior to a Termination Event; and (d) following a Termination
Event, the payment of reasonable fees of Chapter 11 professionals
in an aggregate amount not to exceed $200,000.

    -- The Interim DIP Order provides for the Debtors to stipulate
to the liens and claims of the prepetition lenders and a 60-day
day period for parties-in-interest to challenge the Debtors'
stipulations.

   -- The Prepetition Lenders have agreed to the Debtors' use of
cash collateral in exchange for a superpriority claim, junior to
the superpriority claim of the DIP Lenders; and required the
Debtors to stipulate to the validity, enforceability and priority
of their repetition claims and liens.

                             About MPC

Mississippi Phosphates Corporation is a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer.  MPC, which was formed
as a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in
its 1990 bankruptcy.  Phosphate rock, the primary raw material
used in the production of DAP, is being supplied by OCP S.A., a
corporation owned by the Kingdom of Morocco.

The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.

As of Oct. 27, 2014, MPC has a work force of 250 employees, broken
into 224 regular employees and 26 "nested" third-party contract
employees.

MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc.,
and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11
bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667)
on Oct. 27, 2014.  Judge Katharine M. Samson is assigned to the
cases.

Mississippi Phosphates estimated $100 million to $500 million in
both assets and liabilities.  Affiliates Ammonia Tank and Sulfuric
Acid Tanks each estimated $1 million to $10 million in both assets
and liabilities.

The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler
Snow LLP as counsel.


MISSISSIPPI PHOSPHATES: Files for Ch. 11 With Plans to Sell
-----------------------------------------------------------
Mississippi Phosphates Corporation, the DAP fertilizer producer
that's facing a liquidity crisis, sought bankruptcy protection
just a week after a potential buyer backed out from talks to
purchase the company.

Despite obtaining financing of $49 million during the past year,
the Company said it has not been able to generate sufficient cash
to fund its operations and address ongoing environmental
requirements.

On Sept. 16, 2014, a waste heat boiler failed in one of the
sulfuric acid plants.  This boiler failure resulted in reduced DAP
production of 1,000 tons per day, which caused the Company to
incur additional expenses in the form of an unplanned cash outlay
for repairs, as well as lost revenues from the lowered DAP
production.  This loss of revenue from the reduced DAP production,
combined with increased repair and maintenance costs, has created
a cash shortfall that could not be remedied by increased
production levels at the facility's current capacity.  The Company
estimated that it needed at least $14 million to address the
immediate cash shortfall and in order to properly sustain business
operations through March 31, 2015.

To address its capital needs, the investment banking firm of
Sandler O'Neill + Partners, L.P. was retained earlier this year to
seek to bring in additional capital or identify a buyer or a joint
venture partner to avert the liquidity crisis the Company was
facing.  Sandler O'Neill identified several prospects, and
discussions with one prospect progressed earlier this month to
that potential buyer's completing its initial due diligence and
even exchanging drafts of a Letter of Intent with the Company's
professionals.  Unfortunately, on Oct. 19, 2014, that candidate
notified the Company that it was withdrawing from the process.

The Debtors have arranged postpetition financing that would allow
them to operate in the ordinary course of business to produce and
sell DAP.  The Debtors intend to use existing phosphorus rock
inventory and buy other necessary product to produce the DAP
through Nov. 30 2014, pursuant to a budget generated by the
Debtors and approved by the lenders.

Although they have not yet reached a deal with a buyer, the
Debtors said that they intend to pursue an orderly sale process.
According to a court filing, the Debtors anticipate filing a
motion to establish certain sales procedures and to authorize the
sale of substantially all of the Debtors' assets.

                   Prepetition Capital Structure

As of the Petition Date, the Debtors have $58.2 million in
principal and interest outstanding under an Amended and Restated
Facility with lenders led by STUW LLC, as administrative agent.
The obligations under are secured by a first-priority, senior lien
and security interest on certain real and personal property assets
of each of the debtors and PHI, as guarantor.

The Debtors also owe OCP S.A. $4.7 million pursuant to a phosphate
rock supply agreement that expires Dec. 31, 2014.

The Debtors have made quarterly contributions of $0.2 million into
an interest-bearing trust fund for closure, post-closure care and
related water treatment costs of the East gypsum disposal
facility, as required by the Mississippi Department of
Environmental Quality.  According to the Debtors, these payments
must continue until the funds in the trust, including earnings
from trust assets, are sufficient to cover the estimated costs of
closure at the completion of the disposal facility's useful life
and the post-closure costs for water treatment and leachate.

                         First Day Motions

The Debtors on the Petition Date filed motions to:

   -- direct joint administration of the Chapter 11 cases of MPC
and its subsidiaries;

   -- use cash collateral and access postpetition financing;

   -- pay certain prepetition employee obligations;

   -- maintain their existing cash management system; and

   -- prohibit utilities from discontinuing service.

A copy of the declaration in support of the first-day motions is
available for free at:

    http://bankrupt.com/misc/Miss_Phos_1st_Day_Affidavit.pdf

                             About MPC

Mississippi Phosphates Corporation is a major United States
producer and marketer of diammonium phosphate ("DAP"), one of the
most common types of phosphate fertilizer.  MPC, which was formed
as a Delaware corporation in October 1990, owns a DAP facility in
Pascagoula, Mississippi, which facility was acquired from Nu-
South, Inc. in its 1990 bankruptcy.  Phosphate rock, the primary
raw material used in the production of DAP, is being supplied by
OCP S.A., a corporation owned by the Kingdom of Morocco.

The parent, Phosphate Holdings, Inc., was formed in December 2004
in connection with the bankruptcy reorganization of MPC and its
then-parent Mississippi Chemical Corporation, the first fertilizer
cooperative in the United States.

In 2013, MPC sold 618,000 tons of DAP at an average price of $394
per ton.  For the year ended Dec. 31, 2013, the Company had net
sales of $246.5 million, operating loss of $29.6 million, cash
flow from operations of ($29.6) million and EBITDA of ($14.8)
million.  As of September 30, 2014 (year to date), MPC has (a)
sold 343,582 tons of DAP at an average price of $416 per ton, (b)
sold 23,295 tons of monoammonium phosphate ("MAP") at an average
price of $475 per ton, and (c) had miscellaneous terminaling
revenue of approximately $1.4 million.  As of Sept. 30, 2014 (year
to date), the Company has net sales of $155.6 million, pre-tax
operating loss of $33.9 million, cash used in operations of
($22.9) million and EBITDA of ($15.4) million.

As of Oct. 27, 2014, MPC has a current work force of approximately
250 employees, broken into 224 regular employees and approximately
26 "nested" third-party contract employees.

MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc.,
and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11
bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667)
on Oct. 27, 2014.  Judge Katharine M. Samson is assigned to the
cases.

The Debtors have tapped Butler Snow LLP as counsel.


MOMENTIVE PERFORMANCE: Exit Plan Declared Effective October 24
--------------------------------------------------------------
Momentive Performance Materials Inc. and its debtor-affiliates
notified the U.S. Bankruptcy Court for the Southern District of
New York that their joint Chapter 11 plan of reorganization became
effective as of Oct. 24, 2014, at 4:00 p.m. (prevailing Eastern
Time).

The Court confirmed their joint plan on Sept. 11, 2014.

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The Court entered an order confirming the Plan on Sept. 11, 2014.

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.   Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel.  FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.

Wilmington Trust, National Association, the Trustee for the
Momentive Performance Materials Inc. 10% Senior Secured Notes due
2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25,
2012, by and between Momentive Performance Materials Inc. and The
Bank of New York Mellon Trust Company, National Association, is
represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and
Stephen Moeller-Sally, Esq., at Ropes & Gray LLP.

U.S. Bank National Association -- as successor Indenture Trustee
under the indenture dated as of December 4, 2006, among Momentive
Performance Materials Inc., the Guarantors named in the Indenture,
and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5%
Senior Subordinated Notes due 2016 -- is represented in the case
by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L.
Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and
Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at
Maslon Edelman Borman & Brand, LLP.

BOKF, NA -- as successor First Lien Trustee to The Bank of New
York Mellon Trust Company, N.A., as trustee under an indenture
dated as of October 25, 2012, for the 8.875% First-Priority Senior
Secured Notes due 2020 issued by Momentive Performance Materials
Inc. and guaranteed by certain of the debtors -- is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A.
Espana, Esq., at Dechert LLP.

Counsel to Apollo Global Management, LLC and certain of its
affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin,
Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L.
Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP.

Attorneys for Ad Hoc Committee of Second Lien Noteholders are
Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A.
Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP.


MRIYA AGRO: Presents Restructuring Plan to Creditors
----------------------------------------------------
Reference is made to the notices to Noteholders dated 1 and 13
August 2014, 12, 19 and 23 September 2014 and 14 October 2014 in
which the Issuer provided to Noteholders certain information
concerning the financial condition of Mriya Agro Holding Public
Limited and its subsidiaries.  This is an update to the
Previous Notices.  Capitalized terms used and not defined in this
notice shall have the meanings set out in the Previous Notices.

                     Meeting with Creditors

At the meeting with creditors on Oct. 24, 2014 in Kiev Mriya
emphasized its commitment to a successful consensual
restructuring.  To that end, Mriya set out key principles for such
a restructuring.  Mriya also presented the financial model which
Mriya has prepared.  The Strategic Model covers the period 2014-
2024 and is intended to assist the negotiations with creditors.

Mriya requested that all creditors, including bank lenders and
Noteholders, give immediate consideration to the Restructuring
Principles and that they work with Mriya to develop the detail of
the Restructuring Principles with a view to agreeing as soon as
possible a roadmap for the successful restructuring.

A copy of the presentation at the meeting with creditors is
available in the dataroom which has been established by Mriya as
previously notified to Noteholders.

Queries may be addressed to: ir@mriya.ua

Mriya Agro Holding Plc is a Ukraine-based agricultural producer.

                         *     *     *

As reported by the Troubled Company Reporter-Europe on Aug. 7,
2014, Fitch Ratings downgraded Ukraine-based agricultural
producer Mriya Agro Holding Public Limited's Long-term foreign
currency Issuer Default Rating (IDR) to 'C' from 'CCC'.  Fitch
said the downgrade reflects substantial uncertainties related to
Mriya's announced balance sheet restructuring plans.  The absence
of information regarding the magnitude of Mriya's failure to make
interest and amortization payments on certain of its debt
obligations and hence the likelihood that cross-default could be
triggered earlier than expected, adds even more uncertainty,
according to Fitch.


NASSAU TOWER: Court Directs Payment of US Trustee's Fees
--------------------------------------------------------
Bankruptcy Judge Michael B. Kaplan granted the U.S. Trustee's
motion for an order compelling the payment of U.S. Trustee fees
pursuant to 28 U.S.C. Sec. 1930(a)(6) in the Chapter 11 case of
Nassau Tower Realty, LLC.

The Debtor filed a Plan of Reorganization dated Sept. 27, 2013,
that allows the Debtor to reorganize by continuing to operate, to
liquidate by selling assets of the estate, or a combination of
both.

On Sept. 18, 2014, the Court entered an Order confirming the
Debtor's second modified Chapter 11 plan.

Prior to confirmation of the Plan, on June 2, 2014, the U.S.
Trustee filed the Motion, seeking to assess the Debtor quarterly
fees for the third quarter of 2013, the fourth quarter of 2013,
and the first quarter of 2014, for a total of $21,506.26. The
Debtor objected to the requested fees, and the parties entered
into a briefing schedule.  So that the Debtor could proceed to
confirmation, the Debtor agreed to escrow the requested fees,
which are currently being held by the Debtor's counsel.

A copy of the Court's October 27, 2014 Memorandum of Law is
available at http://is.gd/mcetRCfrom Leagle.com.

                        About Nassau Tower

Bay Head, N.J.-based Nassau Tower Realty LLC filed for Chapter 11
relief (Bankr. D.N.J. Case No. 13-24984) on July 9, 2013.  The
Hon. Judge Michael B. Kaplan presides over the case.  Paul
Maselli, Esq., and Kimberly Pelkey Sdeo, Esq., at Maselli Warren,
P.C., represent the Debtor as counsel.  The Debtor estimated
assets of $10 million to $50 million and debts of $10 million to
$50 million.

The Debtor is the owner of 17 parcels of real estate.  It owns
13 parcels in New Jersey, 3 parcels in Pennsylvania, one parcel in
Maine.  Most of the properties generate income in the form of
rents paid by tenants.

The petition was signed by Louis Mercatanti, officer of Nassau
Holdings, Inc.


NEOVIA LOGISTICS: Moody's Affirms B3 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Neovia
Logistics Intermediate Holdings, LLC ("Neovia"), including the B3
Corporate Family Rating ("CFR"), the B2 rating of the $450 million
senior secured notes due 2020 and the Caa2 rating of the $125
million senior unsecured PIK notes due 2018, following the
commencement of consent solicitations in connection with the sale
of Neovia to an affiliate of Goldman Sachs & Co. and Rhone Capital
L.L.C. The B3 CFR of Neovia reflects the company's substantial
amount of debt and the adverse effect on profits of continuing
carve-out expenses, balanced by the relatively high margins of its
spare parts logistics business. The ratings outlook is stable.

Ratings Rationale

The ratings of Neovia are affirmed because there will be no
material change to the company's capital structure assuming the
company successfully obtains the requisite consents from current
note holders in relation to the change-of-control provisions of
the senior secured notes due 2020 and the senior unsecured PIK
notes due 2018. The ratings reflect the company's substantial
amount of debt following the carve-out from Caterpillar Inc. in
2012 and the issuance of senior unsecured PIK notes shortly
thereafter to fund a distribution to shareholders. Taken together
with adjustments for unfunded pension obligations and operating
leases, Moody's calculates total debt at almost $1.3 billion as of
June 30, 2014, resulting in Debt to EBITDA of 7.5 times, which is
high for the B3 rating category. Debt to EBITDA would be
approximately 6.9 times if the rental expenses of the company's
cash and non-cash building lease obligations had been accounted
for as operating leases for financial reporting purposes and,
consequently, adjusted in accordance with Moody's lease adjustment
methodology. The ratings also consider the adverse impact on
profits of the significant costs that the company incurs in
connection with the process of becoming a standalone company. To
date, nearly $100 million has been spent, based on management's
estimates, more than 50% of which on establishing a new,
outsourced IT infrastructure and the migration of applications and
data to this new platform.

The company's high leverage and costly carve-out process are
balanced against operating margins of Neovia's service parts
logistics business that compare favorably against those of other
rated logistics companies. Excluding carve-out expenses, Moody's
expects (adjusted) operating margins of at least 12% in 2015. In
addition, the service parts logistics business creates entrenched
relationships with customers, which has resulted in long-term
relationships with some of the company's largest clients.

Moody's considers Neovia's liquidity adequate, taking into account
the company's intention to repay approximately $50 million of the
amount outstanding under its $75 million revolving credit facility
upon closing of the sale of the company, using additional capital
from its new owners.

The senior secured notes due 2020 are rated B2, one notch above
the B3 CFR, reflecting the more senior claim of these notes
relative to the unsecured obligations in the company's Loss Given
Default ("LGD") analysis, primarily pension and lease obligations
as well as the $125 million senior unsecured PIK notes due 2018.
However, the notes rank more junior to the $75 million senior
secured revolving credit facility due the first pay-out provision
of this facility. The senior unsecured PIK notes are rated Caa2 as
these notes rank junior to any other obligation in the LGD
analysis given the structural subordination of the PIK notes.

The ratings outlook is stable. The outlook is predicated on
Moody's expectation that Neovia's liquidity position improves in
the near term following repayment of approximately $50 million of
the amount outstanding under the $75 million revolving credit
facility. The stable outlook also anticipates the completion of
Neovia's carve-out process early 2015, which should materially
improve the company's profits and reduce leverage to levels that
are more consistent with the B3 rating category.

Ratings could be revised downward if the company fails to improve
its operating performance and cash flow generation following
completion of its transition to a standalone company, or if the
remaining carve-out expenses to complete this process were to
exceed the amount currently anticipated. There could also be
pressure if Neovia undertakes additional debt-funded acquisitions
or additional distributions to its shareholders in the near-term,
resulting in further weakening of credit metrics. Specifically, a
downgrade could be warranted if EBIT to Interest were sustained
below 1.0 time, FFO to Debt were sustained below 6.5% or Debt to
EBITDA were to remain above 7.0 times for a prolonged period
(calculated including cash and non-cash building lease obligations
as reported).

A rating upgrade could be considered if operating improvements or
de-leveraging would result in Debt to EBITDA of less than 5.5
times and EBIT to Interest of at least 1.5 times, along with
positive free cash flow generation to bolster liquidity.

Affirmations:

Issuer: Neovia Logistics Intermediate Holdings, LLC

  Corporate Family Rating, Affirmed B3

  Probability of Default Rating, Affirmed B3-PD

  Senior Unsecured Regular Bond/Debenture Feb 15, 2018, Affirmed
  Caa2 (LGD6)

Issuer: Neovia Logistics Services, LLC

  Senior Secured Regular Bond/Debenture Aug 1, 2020, Affirmed B2
  (LGD3)

Outlook Actions:

Issuer: Neovia Logistics Intermediate Holdings, LLC

  Outlook, Remains Stable

Issuer: Neovia Logistics Services, LLC

  Outlook, Remains Stable

The principal methodology used in these ratings was Global Surface
Transportation and Logistics Companies published in April 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.

Neovia Logistics Intermediate Holdings, LLC, through its wholly
owned subsidiary Neovia Logistics, LLC, is a global provider of
service parts logistics. Thhe company offers integrated supply
chain solutions to its clients, primarily in the automotive and
industrial service parts and retail logistics industries.


NEOVIA LOGISTICS: S&P Affirms 'B' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit rating, on Neovia Logistics LLC.  The
outlook on the corporate credit rating remains stable.

"The affirmation reflects our view that the change in ownership
does not materially affect the company's business or financial
risk profile," said Standard & Poor's credit analyst Lisa Jenkins.
"It also reflects our expectation that the credit metrics will
improve over the next 12 months from current levels, which are
weaker than we believe appropriate for the rating."  The weakness
is primarily due to Neovia's significant spending over the past
two years to become an independent company following its spinoff
from Caterpillar.  Although the company will continue to make
minor investments over the next two quarters related to this, it
has already made the majority of the related spending; and S&P
expects its operating performance to improve materially in the
coming year.

"The stable outlook reflects our view that Neovia's operating
performance will improve modestly over the next 18 months and that
the end of one-time charges associated with its spin-off from
Caterpillar will lead to improved credit metrics," said Ms.
Jenkins.  The company has been taking steps to improve its
operating efficiency and end market and customer diversity, though
the benefits from these efforts have been offset by the costs
related to its spinoff from Caterpillar.  These costs are now
substantially behind the company, and S&P believes that this,
coupled with benefits from new business wins and growth with
existing customers, will result in a significant improvement in
credit metrics over the next 12 months.  S&P has factored this
improvement into its current ratings.

S&P could lower the rating if unexpected operating problems,
reduced demand from existing customers, aggressive growth
initiatives, or increased use of debt cause debt to EBITDA to
exceed 7x, and S&P believes it will stay at that level for a
sustained period.

Given Neovia's very aggressive financial policy, private equity
ownership, and the potential for acquisitions, S&P do not believe
an upgrade is likely over the next 12 months.  Still, S&P could
raise the rating if benefits from marketing and efficiency
improvement efforts lead to a greater-than-expected improvement in
operating results, such that debt to EBITDA falls to less than
4.5x and S&P believes the company's financial policy has changed
so that the improvement will be sustained.


NEPHROS INC: Receives FDA 510(k) Clearance for Ultrafilters
-----------------------------------------------------------
Nephros, Inc., had received 510(k) clearance from the Food and
Drug Administration to market its DSU-H and SSU-H Ultrafilters for
use in the hospital setting.

The DSU-H and SSU-H Ultrafilters are intended to be used to filter
EPA quality drinking water.  The filters retain bacteria, viruses
and endotoxin.  By providing ultrapure water for patient washing
and drinking, the filters aid in infection control.  The filters
also produce water that is suitable for wound cleansing, cleaning
of equipment used in medical procedures and washing of surgeon's
hands.  The filters are not intended to provide water that can be
used as a substitute for USP sterile water.

"The 510(k) clearance of our DSU-H and SSU-H Ultrafilters
represents a significant step forward in helping hospitals and
other healthcare facilities with their infection control
strategies," said John C. Houghton, president & CEO of Nephros,
Inc.  "Nephros will be launching the DSU-H and SSU-H Ultrafilters
in collaboration with its hospital distributors over the coming
weeks."

According to the America Hospital Association there are
approximately 5,700 hospitals and 920,000 beds in the U.S. and the
United States Centers for Disease Control and Prevention estimates
that healthcare associated infections annually account for 1.7
million infections and 99,000 deaths.  HAIs affect patients in a
hospital or other healthcare facility, and are not present or
incubating at the time of admission.  They also include infections
acquired by patients in the hospital or facility but appearing
after discharge, and occupational infections among staff.  Many
HAIs are waterborne bacteria and viruses that can thrive in aging
or complex plumbing systems often found in healthcare facilities.
The Affordable Care Act, which was passed in March 2010, puts in
place comprehensive health insurance reforms that aim to lower
costs and enhance quality of care.  With its implementation,
healthcare providers have substantial incentives to deliver better
care or be forced to absorb the expenses associated with repeat
medical procedures or complications like HAIs.  As a consequence,
hospitals and other healthcare facilities are proactively
implementing strategies to reduce the potential for HAIs.  The
Company's ultrafilters are designed to aid in infection control in
the hospital and healthcare setting by treating facility water
just prior to it being used.

                           About Nephros

River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters.  Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.

Nephros, Inc., reported a net loss of $3.69 million in 2013
following a net loss of $3.26 million in 2012.

As of June 30, 2014, the Company had $2.35 million in total
assets, $2.13 million in total liabilities and $216,000 in total
stockholders' equity.

Rothstein Kass, in Roseland, New Jersey, 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 negative cash flow from operations and net
losses since inception.  These conditions, among others, raise
substantial doubt about its ability to continue as a going
concern.


NII HOLDINGS: To Be Delisted From Nasdaq Effective Nov. 6
---------------------------------------------------------
The Nasdaq Stock Market, Inc. has determined to remove from
listing the common shares of NII Holdings, Inc., effective at the
opening of the trading session on November 6, 2014.  Based on
review of information provided by the Company, Nasdaq Staff
determined that the Company no longer qualified for listing on the
Exchange pursuant to Listing Rules 5101, 5110(b), and IM-5101-1.

The Company was notified of the Staffs determination on September
16, 2014.  The Company did not appeal the Staff determination to
the Hearings Panel, and the Staff determination to delist the
Company became final on September 25.

                        About NII Holdings

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

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors have sought joint administration
of their Chapter 11 cases.

Four affiliates filed Chapter 11 petitions on Oct. 8, 2014: McCaw
International (Brazil), LLC (Case No. 14-12843); Nextel
International (Uruguay), LLC (Case No. 14-12844); NII Mercosur,
LLC (Case No. 14-12845); and Airfone Holdings, LLC (Case No.
14-_____).

The Chapter 11 cases are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.  Alvarez & Marsal North America,
LLC, serves as restructuring consultant.

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


NORTEL NETWORKS: Canadian Committee Joins Objection to Settlement
-----------------------------------------------------------------
The Canadian Creditors Committee joins in the objections filed by
the Monitor and the Canadian Debtors and by Wilmington Trust,
National Association to Nortel Networks Inc., et al.'s motion for
entry of an order approving settlement agreement by and among
Nortel Networks Inc., the Supporting Bondholders, and the Bank of
New York Mellon with respect to the NNI postpetition interest
dispute and related issues.

The Nortel Retirees and Former Employees Protection Canada
disclosed that NNI, the U.S. unit of defunct Canadian telecom
company Nortel Networks Corp., has agreed that certain bondholders
will receive up to approximately $1 billion in interest, over and
above the approximately $3.9 billion of principal and interest on
their bonds as of the date that Nortel commenced insolvency
proceedings in Canada, the U.S., the U.K. and Europe, if NNI is
solvent.

The CCC reserves the right to be heard before the U.S. Bankruptcy
Court with respect to the Motion and the Objections, and to raise
other or further arguments as may be necessary or appropriate at
or prior to the hearing.

The CCC is represented by:

          Selinda A. Melnik, Esq.
          Timothy Hoeffner, Esq.
          DLA PIPER LLP (US)
          1201 North Market Street, Suite 2100
          Wilmington, DE 19801
          Telephone: (302) 468-5650
          E-mail: selinda.melnik@dlapiper.com
                  timothy.hoeffner@dlapiper.com

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-
10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On
June 8, 2009, Nortel Networks UK Limited filed petitions in U.S.
Bankruptcy Court for recognition of the English Proceedings as
foreign main proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York, serve as the U.S. Debtors' general bankruptcy counsel; Derek
C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, serves as Delaware counsel.  The Chapter 11 Debtors'
other professionals are Lazard Freres & Co. LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims and notice
agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware,
represent the Unsecured Creditors Committee.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of Long-
Term Disability Participants tapped Alvarez & Marsal Healthcare
Industry Group as financial advisor.  The Retiree Committee is
represented by McCarter & English LLP as Delaware counsel, and
Togut Segal & Segal serves as the Retiree Committee.  The
Committee retained Alvarez & Marsal Healthcare Industry Group as
financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.


O'BANNON PLAZA: Loses Appeal in Claim Dispute With CAB Properties
-----------------------------------------------------------------
Nevada District Judge Andrew P. Gordon junked debtor O'Bannon
Plaza LLC's appeals from the bankruptcy court's order on the
Debtor's objections to the secured claim of CAB Properties, LLC.

The Debtor argues the assignment through which CAB obtained its
secured interest is invalid because it conflicts with the
underlying deed of trust, and because the note was sold in a
manner that violated state and federal securities laws.
Alternatively, the Debtor argues that if the assignment is valid,
CAB owes the Debtor amounts held in escrow by the prior lender.
The Debtor also argues the bankruptcy court erred by failing to
reduce CAB's attorney's fees.  The Debtor argues CAB should not be
entitled to default interest because its overly aggressive conduct
wrongfully pushed the Debtor into liquidation.

Judge Gordon, however, held that the Debtor waived its arguments
about the invalidity of the assignment to CAB because the Debtor
raised those arguments for the first time on appeal.

"I affirm the bankruptcy court's ruling that CAB was not required
to reimburse Debtor for the escrow funds. Finally, I affirm the
attorney's fee award," Judge Gordon said.

The case is, O'BANNON PLAZA LLC, Appellant, v. CAB PROPERTIES,
LLC, Appellee, Case No. 2:14-CV-00107-APG (D. Nev.).  A copy of
the Court's October 22, 2014 Opinion is available at
http://is.gd/rllu2Rfrom Leagle.com.

Cab Properties, LLC, is represented by:

     Don Springmeyer, Esq.
     Simon Aron, Esq.
     WOLF, RIFKIN, SHAPIRO, SCHULMAN & RABKIN, LLP
     3556 East Russell Road, Second Floor
     Las Vegas, NV 89120
     Tel: 702-341-5200
     Fax: 702-341-5300
     E-mail: dspringmeyer@wrslawyers.com
             saron@wrslawyers.com

         - and -

     Michael J Lemcool, Esq.
     LAW OFFICE OF MICHAEL J. LEMCOOL
     2720 Green Bay Drive
     Las Vegas, NV 89128
     Tel: 702-340-8173
     Fax:  702-629-1913
     E-mail: michaellemcool@gmail.com

O'Bannon Plaza LLC owned property known as O'Bannon Plaza, located
on Rainbow Boulevard in Las Vegas, Nevada.  It filed for Chapter
11 bankruptcy (Bankr. D. Nev. Case No. 12-10368) on Jan. 13, 2012.
Judge Linda B. Riegle presided over the case.  David J. Winterton
& Assoc., Ltd. served as the Debtor's Chapter 11 counsel.  In its
schedules, the Debtor listed assets of $4,542,078 and liabilities
of $3,266,482.  A list of the Company's 15 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nvb12-10368.pdf The petition was signed
by Morris Zagha, managing member.

The Debtor proposed a plan of reorganization pursuant to which
Debtor would make monthly payments to CAB for ten years. CAB
objected to the plan, moved to appoint a trustee, and moved to
convert the case to a Chapter 7 proceeding.  The bankruptcy court
appointed a trustee on April 11, 2013, but denied the request to
convert the case at that point, and allowed the Debtor to move
forward with confirmation.  Following appointment of the trustee,
the bankruptcy court granted the motion to convert the case to a
Chapter 7 proceeding.  The bankruptcy court thereafter approved
the trustee's motion to sell the property free and clear of any
liens.  The property was sold at auction to an unrelated third
party for $5,575,000.


OPTIMA SPECIALTY: Moody's Rates New $300MM Secured Notes 'B3'
-------------------------------------------------------------
Moody's Investors Service revised Optima Specialty Steel Inc.'s
rating outlook to stable from negative and affirmed its B2
corporate family rating, B2-PD probability of default rating and
B2 rating on its $175 million senior secured notes due 2016. The
change in outlook reflects the recent improvement in the company's
financial leverage and the increased liquidity, reduced interest
costs and extended debt maturities expected to result from the
company's proposed refinancing. Moody's also assigned a B3 rating
to Optima's proposed $300 million senior secured notes due 2019.
The proceeds from the note offering will be used to acquire Corey
Steel Company, increase the company's liquidity, pay transaction
fees and call premiums and to redeem the company's existing $175
million senior secured notes and $35 million senior unsecured
notes, which are both due in December 2016. The company also plans
to establish a new $75 million asset based lending facility that
will mature in October 2019 and replace its current $40 million
ABL revolver that is due in April 2016. The B2 rating on Optima's
existing senior secured notes due 2016 will be withdrawn when the
notes are redeemed.

The following ratings were affected in this rating action:

Assignments:

$300 Million Senior Secured Notes due 2019, assigned B3, LGD 4

Outlook Actions:

Changed To Stable From Negative

Affirmations:

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

$175 Million Senior Secured Notes due 2016, B2 (to be
subsequently withdrawn)

Ratings Rationale

Optima's B2 corporate family rating reflects its small size and
exposure to cyclical industries and volatile steel prices, which
have weighed on its operating results over the past few years. The
rating also incorporates the company's acquisitive history and
inconsistent acquisition track record. Its acquisitions have been
mostly financed with debt and have produced a weaker than expected
operating performance, resulting in higher than anticipated
leverage, weak interest coverage and goodwill impairment charges.
Optima's ratings are supported by the company's above average
margins and returns relative to other rated steel companies, its
positive free cash flow and the increased liquidity, reduced
interest costs and extended debt maturities expected to result
from the company's proposed refinancing.

The change in Optima's outlook to stable from negative reflects
the recent improvement in its financial leverage and expectations
for substantial improvements in its interest coverage over the
next 12 to 18 months. It also reflects the increased liquidity,
reduced interest costs and extended debt maturities expected to
result from the company's proposed refinancing. Optima's operating
results were weak during the trailing twelve months ended June
2014 due to severe winter weather, steel price volatility,
relatively weak end market demand and supply chain disruptions. As
a result, Optima generated adjusted EBITDA of only $59 million.
However, the company did manage to generate almost $19 million of
free cash flow due to modest capital spending and working capital
reductions and reduced its total debt by $13 million. This has
resulted in a decline in Optima's leverage ratio (Debt/EBITDA) to
3.7x from 4.9x in June 2013. Optima's interest coverage ratio
(EBIT/Interest Expense) actually declined to 0.9x from 1.5x since
it issued $35 million of senior unsecured notes with a 16%
interest rate in February 2013 to partially fund the acquisition
of Kentucky Electric Steel.

Optima's second half operating results will likely be somewhat
similar to the first half. However, its operating performance is
expected to improve in 2015 since the supply chain disruptions at
Kentucky Electric Steel have been resolved and demand has begun to
modestly improve. They will also benefit from the EBITDA
generation of Corey Steel when the acquisition closes after the
proposed note offering. The improved operating results along with
the proposed refinancing should lead to significantly improved
interest coverage, but modestly worse financial leverage. The
refinancing will reduce the company's annual interest expense by
about $4 million, but raise its total outstanding debt by about
$60 million. Moody's is expecting Optima's leverage ratio to rise
to about 4.0x while its interest coverage increases to about 2.0x.
These metrics will remain commensurate with the company's rating.

Optima has an adequate liquidity profile with $6 million of cash
and $34 million of availability on its ABL revolver as of June 30,
2014. Its liquidity will increase by about $55 million when the
proposed refinancing and the acquisition of Corey Steel are
completed. Its borrowing availability will increase by about $30
million since the size of its ABL revolver will rise to $75
million from $40 million currently and its cash balance will
increase by about $20 million from the proceeds of the note
offering.

The B3 rating assigned to the proposed $300 million Senior Secured
Notes due 2019 is one notch below the corporate family rating due
to its expected lower recovery versus the proposed $75 million
asset based revolver, which has a first lien on Optima's current
assets. The senior secured notes will have a first lien on the
company's property, plant and equipment, but Optima's net PP&E is
modest ($116 million as of June 30, 2014) versus the size of the
expected note offering. The senior secured note rating is also
impacted by the lack of subordinated debt to provide a loss
absorbing buffer to the senior note holders since the $35 million
senior unsecured notes will be redeemed with the proceeds of the
senior notes.

Optima's ratings are not likely to experience upward pressure in
the near term. However, the ratings would be considered for an
upgrade if the company successfully integrates the acquisition of
Corey Steel, returns to producing adjusted EBIT margins above 10%
and achieves improved credit metrics. This would include
maintaining a leverage ratio below 4.0x and raising the interest
coverage above 2.5x on a sustainable basis.

The ratings would be considered for a downgrade if the company
does not successfully integrate the acquisition of Corey Steel or
experiences deteriorating operating results, pursues additional
debt financed acquisitions or shareholder distributions that
result in a leverage ratio above 5.0x or an interest coverage
ratio below 1.5x on a sustainable basis. A reduction in borrowing
availability or liquidity could also result in a downgrade.

The principal methodology used in these ratings was Global Steel
Industry published in October 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Optima Specialty Steel, Inc., headquartered in Miami, FL, is a
domestic value-added manufacturer of Special Bar Quality (SBQ) and
Merchant Bar Quality (MBQ) steel products and a processor of
seamless tubing and specialty Cold Finished Steel Bars (CSFB)
through three distinct business segments. Michigan Seamless Tube
(MST) produces carbon and alloy seamless pressure and mechanical
tubing primarily used in the oil & gas, power generation and
industrial sectors. Niagara LaSalle Corporation produces specialty
Cold Finished Steel Bars (CFSB) used in the automotive,
construction and agricultural equipment and oil & gas sectors.
Kentucky Electric Steel (KES) is a value-added manufacturer of
Special Bar Quality (SBQ) and Merchant Bar Quality (MBQ) steel
products for a variety of niche markets. Optima generated revenues
of $546 million for the trailing twelve month period ended June
30, 2014. Optima Specialty Steel is owned by Optima Acquisitions,
LLC.


PEABODY ENERGY: Fitch Lowers Issuer Default Rating to 'BB-'
-----------------------------------------------------------
Fitch Ratings has downgraded Peabody Energy Corporation's
(Peabody, NYSE: BTU) Issuer Default Rating (IDR) to 'BB-' from
'BB'.

The Rating Outlook remains Negative.  Fitch believes the coal
markets are at or near the bottom of the cycle and should begin to
show a slow recovery.  The Negative Outlook reflects the
possibility that overcapacity persists in the metallurgical coal
market and the hard coking coal benchmark price remains below
$150/tonne (t) beyond the next 12-18 months.  Fitch expects
leverage could be above 4.5x through 2016.

Key Ratings Drivers

The downgrade results from Fitch's expectations for leverage to be
above 4.5x during a prolonged period of oversupply in the seaborne
coal markets.

Company Profile:

Peabody's credit ratings reflect large, well-diversified
operations, good control of low-cost production, exposure to high-
growth markets in Asia, top-line visibility in the domestic
market, strong liquidity, and high financial leverage.

Peabody is the largest private-sector coal company, globally, with
interests in 27 active mining operations producing primarily low-
sulfur thermal coal from the Powder River Basin (PRB; 134 million
tons sold in 2013,), high-heat thermal coal from the Illinois
Basin (IB; 26 million tons sold in 2013), and thermal and
metallurgical coal in Australia primarily for the Pacific Basin
seaborne markets (16 million metallurgical tons sold, 19 million
steam tons sold in 2013).  Proven and probable reserves are 8
billion tons.

Peabody is targeting 2014 U.S. volumes at 185 million to 190
million tons with essentially all of those volumes committed and
priced.  Based on projected 2014 production levels, 85% of 2015
U.S. volume is priced and 40%-50% of 2016 volume is priced.

Industry Risk:

Steam-coal demand in the U.S. is recovering, supply has been
disciplined, stocks are falling and prices are improving going
forward.  Globally, both metallurgical and steam coal are in
excess supply and prices are weak.  Coal producers have been
running for cash with a focus on reducing costs, which has delayed
price recovery.  In particular, Fitch believes the hard-coking
coal benchmark price could average below $135/t and the Newcastle
steam coal benchmark average below $85/t beyond 2015.  The
industry is consolidating, which should benefit supply/demand
dynamics longer term.

Expectations:

Fitch believes operating EBITDA could drop to $780 million for
2014 on lower average metallurgical and seaborne steam coal
prices.  Under the same assumptions, negative free cash flows
(FCF) could be as much as $170 million.  Peabody guides to 2014
capital expenditure of $200 million to $220 million before coal
lease expenditures ($280 million in 2014).  Interest expense runs
about $400 million and dividends are about $92 million, annually.
Management believes low capital spending levels can be maintained
for several years.

Fitch believes that earnings could improve in 2015 with improved
cost performance in Australia and market improvement in the U.S.
but that debt repayment could be elusive through 2016.  Beyond
that period, Fitch expects no further federal coal lease
expenditures and the end of Patriot VBA payments, which together
free-up $350 million in cash flow.

Financial Flexibility:

At Sept. 30, 2014, cash and equivalents were $466.5 million and
liquidity was $2.3 billion.  The company has a $1.65 billion
secured revolving credit facility maturing on Sept. 24, 2018, or
Aug. 15 2018 if the $1.5 billion 6% senior notes due in Nov. 2018
remain outstanding.  Utilization was $115 million for letters of
credit at June 30, 2014.  The company also has a $275 million
accounts receivable securitization program maturing in April 2016
which had $95 million available at June 30, 2014.  Revolver
covenants include an interest coverage minimum of 1.50:1 through
Dec. 31, 2015 with step-ups thereafter and a maximum net secured
leverage ratio of 3.50:1 through Dec. 31, 2015 with step-downs
thereafter.  Fitch anticipates that Peabody will operate within
its covenants.

Scheduled maturities of long-term debt are estimated at $32
million in 2014, $19 million in 2015, $666 million in 2016, $12
million in 2017 and $1.5 billion in 2018.

Capital Structure

Total debt with equity credit of $6 billion compares to
preliminary LTM Sept. 30, 2014 operating EBITDA of $759 million at
7.9x.  Fitch expects Peabody to focus on debt repayment while
leverage is above 3x but thereafter to invest in Australia and
Asia to the extent of its FCF.

RATING SENSITIVITIES

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

   -- Expectations of operating EBITDA less than $700 million in
      2015;
   -- Expectations of negative FCF in 2016;
   -- Expectations of total debt/EBITDA greater than 5x in 2016;
   -- More than $200 million of additional debt.

Positive: Future developments that may lead to a positive rating
action may include:

   -- Rationalization of excess supply in the seaborne
      metallurgical and steam


PQ CORP: Moody's Affirms B3 Corporate Family Rating
---------------------------------------------------
Moody's Investors Service affirmed all ratings for PQ Corporation,
including the B3 Corporate Family Rating ("CFR"), and revised the
rating outlook to positive from stable.

"Continued reduction in leverage and improvement in cash flow
metrics could warrant upgrading the ratings in the near-term,"
said Ben Nelson, Moody's Assistant Vice President and lead analyst
for PQ Corporation.

The actions:

Issuer: PQ Corporation

Corporate Family Rating, Affirmed B3;

Probability of Default Rating, Affirmed B3-PD;

$150 million Senior Secured Revolving Credit Facility due 2017,
Affirmed B2 (LGD3);

$1.2 billion Senior Secured Term Loan due 2017, Affirmed B2
(LGD3);

$600 million Senior Secured Notes Due 2018, Affirmed Caa1
(LGD4);

Outlook, Changed to Positive From Stable.

Ratings Rationale

The B3 CFR is principally constrained by high financial leverage
and modest prospects for free cash flow generation. Leading market
positions in diverse end markets, broad customer base with many
long-term relationships, and geographic diversity lend stability
to the financial performance of the business relative to many
other rated companies in the chemical industry. These factors,
which support a better than average business profile, are the
primary reason that Moody's maintained the B3 CFR despite adjusted
financial leverage well in excess of 7 times (Debt/EBITDA) and
very thin free cash flow generation dating back to an acquisition
in mid-2008. Good liquidity is also an important factor supporting
the rating.

PQ's financial performance has improved following multiple years
of capital investment in process improvement and new capacity,
particularly in the higher-margin catalyst business, and some
stabilization of macroeconomic conditions in Europe. Key credit
measures have strengthened with adjusted financial leverage in the
mid 6 times, interest coverage in the mid 2 times
(EBITDA/Interest), retained cash flow near 8% (RCF/Debt), and free
cash flow near 2% (FCF/Debt) for the twelve months ended June 30,
2014. By comparison, the company had leverage in the low 7 times
and modestly negative free cash flow at the last rating
affirmation in October 2012. These metrics incorporate Moody's
standard adjustments for the capitalization of operating leases,
debt attribution for the underfunded portion defined benefit
pension plans, and proportionate consolidation of the company's
joint ventures.

The positive rating outlook reflects Moody's expectations for
credit metrics to strengthen further over the next 12-18 months,
including leverage falling toward 6 times and stronger free cash
flow generation. Moody's could upgrade the rating with
expectations for financial leverage sustained below 6 times,
retained cash flow sustained above 8% of debt, and free cash flow
sustained above 3% of debt. An upgrade would also consider the
financial policy implications of the company's recent change of
ownership. Moody's could downgrade the rating with expectations
for sustained negative free cash flow or substantive deterioration
in the company's liquidity position.

The principal methodology used in this rating was Global Chemical
Industry Rating Methodology published in December 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.

PQ Corporation is a leading provider of inorganic specialty
chemicals, including sodium silicates, silicate derivatives,
catalysts, reflective glass spheres, and engineered glass
materials. CCMP Capital Advisors is expected to purchase a 47%
stake in the company in late 2014. Affiliates of The Carlyle Group
previously purchased the company in a secondary leveraged buyout
from CCMP in July 2007. The company acquired INEOS' silica
business through a leveraged transaction in July 2008. INEOS and
members of management will own most of the remaining 53% of the
company. Headquartered in Malvern, Pa., the company generates
revenues of about $1.1 billion.


PROVIDENCE SERVICE: S&P Retains 'B+' CCR on $120MM Debt Add-On
--------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B+' corporate credit
rating on U.S.-based Providence Service Corp. is unchanged by the
$120 million add-on to the company's existing $130 million senior
secured term loan A-2 to partly fund the acquisition of Matrix.
However, S&P is revising its recovery rating on the company's
existing senior secured debt to '4' from '3', indicating its
expectation of average (30%-50%) recovery in the event of a
default.  S&P made this revision because the size of the credit
facility was increased.  The 'B+' issue-level rating on this debt
is unchanged.  S&P do not rate the $65 million of new unsecured
subordinated notes the company also used to fund the acquisition.
S&P is withdrawing the 'B-' issue-level rating on the $200 million
senior unsecured notes as they were never issued.

RATINGS LIST

Providence Service Corp.
  Corporate Credit Rating        B+/Positive/--

Recovery Rating Revised
                                 To          From
Providence Service Corp.
Senior Secured                  B+          B+
  Recovery rating                4           3

Rating Withdrawn
                                 To          From
Providence Service Corp.
$200M snr unsecd notes          NR          B-
   Recovery rating               NR          6


RADIOSHACK CORP: Brings on GM Bailout Veteran to Aid Turnaround
---------------------------------------------------------------
Drew Fitzgerald and Matt Jarzemsky, writing for The Wall Street
Journal, reported that RadioShack Corp. has tapped a veteran of
the crisis-era auto bailouts for advice on turning around its
battered operations.  According to the report, the struggling
electronics chain said it had hired Harry Wilson as "chief
revitalization officer" to advise the company's board and managers
as they work to bring shoppers back into its stores and repair its
balance sheet.

                    About Radioshack Corporation

RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com--
is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139.4 million in 2012, and net income of $72.2 million in
2011.  The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities and a
$63 million total shareholders' deficit.

                           *     *     *

As reported by the TCR on Sept. 15, 2014, Standard & Poor's
Ratings Services lowered its corporate credit rating on Fort
Worth, Texas-based RadioShack Corp. to 'CCC-' from 'CCC'.

"The downgrade comes as the company announced it will seek
capital, and that such a transaction could include a debt
restructuring in addition to store closures and other measures,"
said Standard & Poor's credit analyst Charles Pinson-Rose.

In the Sept. 16, 2014, edition of the TCR, the TCR reported that
Fitch Ratings had downgraded the Long-term Issuer Default Rating
(IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'.
The downgrade reflects the high likelihood that RadioShack will
need to restructure its debt in the next couple of months.

The TCR reported on March 13, 2014, that Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa2 from Caa1.  "The continuing negative trend in RadioShack's
sales and margins has resulted in a precipitous drop in
profitability causing continued deterioration in credit metrics
and liquidity," Mickey Chadha, Senior Analyst at Moody's said.


RADNOR HOLDINGS: Court Rejects CEO Motion in Tennenbaum Suit
------------------------------------------------------------
District Judge C. Darnell Jones, II, denied two motions filed by
Michael T. Kennedy, the CEO and majority shareholder of Radnor
Holdings Corporation and its consolidated subsidiaries, in a
lawsuit against him filed by Tennenbaum Capital Partners LLC.

Mr. Kennedy brought two motions (1) to stay the execution of
judgment pending his adversary case in U.S. Bankruptcy Court for
the District of Delaware, to repay all fees and expenses, and to
assess damages and sanctions, and (2) to vacate the judgment
pursuant to Federal Rule of Civil Procedure 60(b) and (d).

Tennenbaum loaned Radnor money pursuant to a Guaranty and Negative
Pledge Agreement.  In 2009, Tennenbaum brought an action for
breach of contract in the Southern District of New York against
the CEO for failure to pay the amount owed under the Guaranty
Agreement.  On Sept. 11, 2009, Judge Laura Taylor Swain of the
Southern District of New York granted Tennenbaum's motion for
summary judgment and ordered that Tennenbaum should recover from
the CEO a total of $14,394,180.

The case is, TENNENBAUM CAPITAL PARTNERS LLC, Plaintiff, v.
MICHAEL T. KENNEDY, Defendant, Civil Action No. 09-MC-00194 (E.D.
Pa.).  A copy of the Court's Oct. 24, 2014 Memorandum is available
at http://is.gd/0HRf9yfrom Leagle.com.

                       About Radnor Holdings

Based in Radnor, Pennsylvania, Radnor Holdings Corporation
-- http://www.radnorholdings.com/-- manufactured and distributed
disposable food service products in the United States, and
specialty chemicals worldwide.  Radnor and its affiliates filed
for chapter 11 protection on Aug. 21, 2006 (Bankr. D. Del. Lead
Case No. 06-10894).  Gregg M. Galardi, Esq., and Sarah E. Pierce,
Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, in Wilmington,
Del.; and Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and
Rena M. Samole, Esq., at Skadden, Arps, Slate, Meagher &Flom, LLP,
in Chicago, Ill., served as the Debtors' bankruptcy counsel.  When
the Debtors filed for protection from their creditors, they
disclosed total assets of $361,454,000 and debt of $325,300,000.


REGAL ENTERTAINMENT: Special Dividend No Impact on Moody's B1 CFR
-----------------------------------------------------------------
Moody's Investors Service says the announced plan of Regal
Entertainment Group (Regal) to pay a special dividend and to
evaluate strategic alternatives does not impact its B1 Corporate
Family Rating (CFR) or stable outlook.

The special dividend, estimated at about $155 million, will
consume cash that could otherwise have been used to repay debt or
to support growth and enhance value, such as organic investments
or acquisitions. As such, it is credit negative, but in line with
the company's track record and Moody's expectations. Since 2006,
Regal has distributed approximately $2 billion of dividends to
shareholders, essentially all of its cumulative pre dividend free
cash flow of about $2 billion during that time. Regal had $244
million of cash as of the September quarter end and will likely
build incremental cash prior to payment of the special dividend,
leaving it with ample liquidity to fund it.

Regal reported leverage of about 5.8 times debt-to-EBITDA for the
quarter ended June 30, and Moody's estimates leverage climbed to
around 6 times for results through September given the weak
attendance and box office trends. The dividend will not impact
leverage metrics since Moody's focuses on Regal's gross leverage.
This level is at the high end of the range appropriate for the B1
CFR, but Moody's incorporates volatility related to the appeal of
films into the analysis.

Regal also announced that its Board of Directors has authorized
the exploration of strategic alternatives to enhance shareholder
value, which could include a potential sale of the company.
Moody's will evaluate the impact on the credit profile as
information becomes available.

Regal Entertainment Group, the parent of Regal Cinemas
Corporation, operates 7,347 screens in 573 theaters in 42 states
along with Guam, Saipan, American Samoa and the District of
Columbia, primarily in mid-sized metropolitan markets and suburban
growth areas of larger metropolitan markets throughout the U.S.
The company maintains its headquarters in Knoxville, Tennessee,
and its revenue for the twelve months ended September 25 was
approximately $2.9 billion. Attendance during that time period was
approximately 216 million.


REGAL ENTERTAINMENT: S&P Puts 'B+' CCR on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings on
Knoxville, Tenn.-based movie exhibitor Regal Entertainment Group
and its operating subsidiary Regal Cinemas Corp. on CreditWatch
with negative implications.  The affected ratings include the 'B+'
corporate credit rating, the 'BB' issue-level rating on the
company's senior secured credit facility, and the 'B-' issue-level
rating on the senior unsecured notes.  The recovery ratings on the
debt issues remain unchanged.

The CreditWatch placement follows the company's announcement that
it is exploring strategic alternatives, including the potential
sale of the company.  "Given Regal's size and market share, we
believe a potential sale to another large U.S. circuit is
unlikely, since it would face intense regulatory scrutiny and
require extensive divestitures," said Standard & Poor's credit
analyst Jeanne Shoesmith.  "If the company is sold, we believe the
buyer would likely be a financial buyer that operates on a debt-
financed investment return strategy and that this could
significantly increase financial risk."

Regal has historically returned excess cash to shareholders.  The
$1 per share dividend ($155 million) payable Dec. 15, 2014, will
be the sixth time that the company has paid a special dividend.
S&P assumed ongoing special dividends under its base-case scenario
and, therefore, have already factored it into its analysis.

In resolving the CreditWatch placement, S&P will continue to
monitor Regal's progress in exploring strategic alternatives,
including a possible sale, and any resulting effect on the
company.  If it appears that leverage will increase above 5x, S&P
could lower its ratings on the company.


RESTORGENEX CORP: Issues 100,000 Shares to Isaac Blech
------------------------------------------------------
RestorGenex Corporation issued to Isaac Blech 100,000 shares of
the Company's common stock and a warrant to purchase 75,000 shares
of common stock with an exercise price of $4.80 per share upon
conversion of a convertible promissory note issued by the Company
on or about March 4, 2013, to Mr. Blech in the aggregate principal
amount of $200,000, the Company disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission.

The issuance of the Company's securities was exempt from
registration under the Securities Act of 1933, as amended pursuant
to exemptions from registration provided by Rule 506 of
Registration D and Section 4(a)(2) of the Act.

                          About RestorGenex

RestorGenex Corporation operates as a biopharmaceutical company.
It focuses on dermatology, ocular disease, and women's health
areas.  The company was formerly known as Stratus Media Group,
Inc., and changed its name to RestorGenex Corporation in March
2014.  RestorGenex Corporation is based in Los Angeles,
California.

Restorgenex reported a net loss of $2.45 million in 2013 following
a net loss of $6.85 million in 2012.  As of June 30, 2014, the
Company had $54.52 million in total assets, $9.23 million in total
liabilities and $45.29 million in total stockholders' equity.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that RestorGenex Corporation has suffered recurring
losses and has negative cash flow from operations.  These
conditions raise substantial doubt as to the ability of
RestorGenex Corporation to continue as a going concern.


REVEL AC: Atlantic City Takes Co. to Court Over Unpaid Taxes
------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
Atlantic City, N.J., was in court to collect as much as $30
million in unpaid property taxes from the Revel Casino Hotel, a
47-story beachfront resort.  According to the report, the city
asked Judge Gloria Burns of the U.S. Bankruptcy Court in Camden,
N.J., to lift the so-called automatic stay provision of the
bankruptcy code that halts lawsuits and prevents creditors from
seizing assets.

                          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.


SAMUEL WYLY: Lawyers Ask Judge to Bless Art Sale
------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
lawyers representing Samuel Wyly asked a bankruptcy judge in
Dallas, Texas, to approve the sale of the three paintings owned by
the Texan entrepreneur that were auctioned at Christie's a week
prior to the businessman's bankruptcy filing.

According to the report, auctioneers at Christie's were unaware
that the ex-billionaire had filed for bankruptcy and sold the
artwork without first getting permission from his bankruptcy
judge.  The report, citing court documents, said the Texas
entrepreneur didn't tell the lawyers who helped him file for
bankruptcy on Oct. 19 that he had turned over the paintings
several months ago to the Manhattan auction company.

                   About Samuel E. Wyly

Samuel E. Wyly filed for Chapter 11 bankruptcy protection on Oct.
19 in Dallas, Texas, weeks after a U.S. district judge in New York
ordered him to pay almost $200 million in a civil fraud case.  The
case is In re Samuel E. Wyly, 14-35043, U.S. Bankruptcy Court,
Northern District of Texas (Dallas).


SCHWAB INDUSTRIES: Suit v. Huntington Bank Stays Bankr. Court
-------------------------------------------------------------
SCHWAB INDUSTRIES, INC., Plaintiff, v. THE HUNTINGTON NATIONAL
BANK et al., Defendants, Adv. Proc. No. 14-6024 (Bankr. N.D.
Ohio), will remain in bankruptcy court after Judge Russ Kendig
denied the Plaintiff's motion to remand.

Schwab Ind. filed the lawsuit on May 5, 2014, in the Court of
Common Pleas for Cuyahoga County, Ohio against Huntington, Hahn
Loeser & Park, and HLP attorneys Lawrence Oscar and Andrew Krause.
The lawsuit seeks more than $350,000,000 in damages against
Defendants, primarily based on alleged conflicts of interest by
Huntington and HLP.  Huntington removed the case to the federal
court.

Judge Kending said the Defendants' removal of this matter to the
federal bankruptcy court appears sound.  The claims are related to
the bankruptcy case, giving the court jurisdiction under 28 U.S.C.
Sec. 1334(b).  "Plaintiff has not demonstrated that the court is
mandated to return this case to state court, nor shown any sound
reason for this court to permissively abstain or equitably remand
the action," Judge Kendig said.

A copy of his Oct. 24, 2014 Memorandum of Opinion is available at
http://is.gd/zLSUI8from Leagle.com.

                      About Schwab Industries

Dover, Ohio-based Schwab Industries, Inc., produced, supplied and
distributed ready-mix concrete, concrete block, cement and related
supplies to commercial, governmental and residential contractors
throughout Northeast Ohio and Southwest Florida.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ohio Case No. 10-60702) on Feb. 28, 2010.  Affiliates Medina
Cartage Co.; Medina Supply Company; Quality Block & Supply, Inc.;
O.I.S. Tire, Inc.; Twin Cities Concrete Company; Schwab Ready-Mix,
Inc.; Schwab Materials, Inc.; and Eastern Cement Corp. also sought
bankruptcy protection.  The Parkland Group, Inc., provided
restructuring services and designated Laurence V. Goddard as Chief
Restructuring Officer.  Hahn Loeser & Parks LLP served as
bankruptcy counsel.  Brouse McDowell, LPA, served as special
counsel.  Garden City Group, Inc., served as claims, noticing and
balloting agent.  The Company estimated its assets and liabilities
at $50 million to $100 million.

As part of the bankruptcy, substantially all of the Debtors'
assets via auction.  The Court entered a sale order on May 28,
2010.  Subsequently, the Court confirmed a liquidation plan.
Through the sale and plan, a creditor trust was established for
the benefit of the unsecured creditors and John B. Pidcock was
designated Creditor Trustee.  The Debtor was later renamed SII
Liquidation Company.


SEARS HOLDINGS: ESL Partners Buys 1.6MM Add'l Sears Canada Shares
-----------------------------------------------------------------
Effective on Oct. 26, 2014, in connection with the Rights Offering
by Sears Holdings to its stockholders, SPE I Partners, LP, and SPE
Master I, LP, privately sold all 4,434,655 subscription rights
they received in the Rights Offering to both ESL Partners, L.P.,
and Edward S. Lampert, at a price of $0.102 per subscription
right, the closing price on Oct. 24, 2014.  ESL Partners used
working capital to privately purchase the Acquired Rights.  Mr.
Lampert used personal funds to privately purchase the Acquired
Rights.

On Oct. 27, 2014, Partners and Mr. Lampert exercised the Acquired
Rights to purchase an aggregate of 1,665,847 Sears Canada Shares
from Sears Holdings for total cash consideration of $15,825,546.
Partners used working capital to exercise the Acquired Rights to
purchase Sears Canada Shares.  Mr. Lampert used personal funds to
exercise the Acquired Rights to purchase Sears Canada Shares.

As previously reported by the TCR on Oct. 22, 2014, ESL Partners,
CRK LLC, Institutional and Mr. Lampert exercised their
subscription rights to purchase an aggregate of 17,741,508 Sears
Canada Shares from Holdings for total cash consideration of
$168,544,326.

The Acquiring Reporting Persons also exercised the over-
subscription privileges associated with the Acquired Rights to
acquire, upon completion of the Rights Offering, additional Sears
Canada Shares, but only to the extent that such exercise would
result in the Reporting Persons owning no more than 50,438,811
Sears Canada Shares upon completion of the Rights Offering (and,
in any event, less than 50.0% of the Sears Canada Shares then
outstanding).

Additionally, on Oct. 18, 2014, in order to preserve the benefit
of the Rights Offering for the shares of Sears Holdings Common
Stock scheduled to be issued to Mr. Lampert though Jan. 31, 2015,
in connection with his March 18, 2013 offer letter, the
Compensation Committee of the Board of Directors of Sears Holdings
approved an award of additional shares of Holdings Common Stock to
Mr. Lampert, the economic value to be based on the volume-weighted
average trading price per subscription right for the 10 trading-
day period beginning on Oct. 16, 2014.  The actual number of
Holdings Common Stock to be awarded to Mr. Lampert will be
determined by taking the economic value as set forth in the
previous sentence divided by the volume-weighted average trading
price per common share of Holdings Common Stock for the 10
trading-day period beginning on Oct. 16, 2014.

A copy of the regulatory filing is available for free at:

                        http://is.gd/IceUTS

                            About Sears

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

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

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

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

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

                            *     *     *

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

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

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

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


SEVEN S: Parties Stipulate to Temporary Standstill
--------------------------------------------------
The Alexis Daniella Saperstein 1994 Trust, The Jonathan Alexander
Saperstein 1994 Trust, and The Stephanie Nicole Saperstein 1994
Trust, Jonathan Saperstein and David Saperstein filed with the
U.S. Bankruptcy Court for the Southern District of Texas a
stipulation regarding temporary standstill.

The salient terms of the stipulation are:

   (1) Seven S Capital, Ltd., Seven S Capital Management, Inc.,
       Tree Town USA Ltd., Tree Town Management USA LLC, and
       David Saperstein ("Respondents") will have until
       November 17, 2014, to answer and otherwise respond to the
       involuntary Chapter 11 petitions filed in both In re
       Seven S Capital, Ltd., Case No. 14-35384, and In re
       Seven S Capital Management, Inc., Case No. 13-35387;

   (2) The Respondents will have until November 17, 2014, to
       answer or other otherwise respond to the motion to appoint
       interim Chapter 11 Trustee for the Debtors and appoint
       receiver for Non-Debtor Affiliates Tree Town USA Ltd. and
       Tree Town Management USA LLC filed in the bankruptcy
       cases;

   (3) No trial will be held in connection with the Petitions
       until after November 17, 2014.  No hearing will be held on
       the Motions until after November 17;

   (4) Until after November 17, 2014, no Party or any of the
       Respondents will, in connection with or related to the
       disputes among the Parties and Respondents:

       * commence any further lawsuit or proceeding in this Court
         or in any other court;

       * issue or propound discovery to a Party and Respondent;

       * take any further legal action in connection with the
         disputes; or

       * take any action in any way to enforce, seek to
         arbitrate, or litigate in any respect any rights or
         obligations held or asserted in any manner by any of the
         Parties or Respondents, including marketing or selling
         Tree Town USA, Ltd. and substantially all of its assets.
         Without the consent of all Parties, Tree Town USA, Ltd.,
         will not engage in transactions outside the ordinary
         course of business until after November 17, 2014; and

   (5) Any discussions or negotiations among any of the Parties,
       Respondents or agents of either during the period from the
       date of this Stipulation through November 17, 2014 (the
       "Standstill Period"), as well as any documents that are
       prepared or provided to a Party, Respondent, or an agent
       of either solely in connection with the discussions or
       negotiations during the Standstill Period, will not be
       discoverable or admissible or introduced into evidence in
       any proceeding or otherwise for any purpose, provided that
       the disclosure of information and documents during
       discussions or negotiations will not prohibit discovery of
       otherwise discoverable documents.

                          About Seven S

Jonathan Saperstein, as trustee of the Alexis Daniella Saperstein
1994 Trust, Jonathan Alexander Saperstein 1994 Trust, and
Stephanie Nicole Saperstein 1994 Trust, initiated involuntary
Chapter 11 bankruptcy petitions for the Seven S entities on
October 3, 2014 in Houston, Texas (Bankr. S.D. Tex. Case Nos. 14-
35384 and 14-35387).

The Petitioning Creditors claim to be owed approximately $21.2
million by Seven S and Seven S Management.

The principal asset of Seven S is its interest in Tree Town, the
largest producer of container-grown trees in the country.  Tree
Town has seven locations in Texas and Florida comprising 4,472
acres. It produces over 200 varieties of shade, ornamental, fruit,
and palm trees ranging from 1 gallon to 670 gallon containers.

Jonathan Saperstein, the trustee of the Trusts, immediately filed
a motion for the bankruptcy court to order appointment of (1) an
interim trustee to administer the affairs of the Alleged Debtors
and (2) a receiver to administer the affairs of the Alleged
Debtors' wholly owned subsidiaries, Tree Town USA, Ltd. and Tree
Town USA Management, LLC, because of corporate waste and
pilferage, insider abuse, breaches of fiduciary duty, and
conflicts of interest of current management.  He says that his
father, Tree Town CEO David Saperstein has pulled millions of
dollars out of Tree Town to fund his own lifestyle.


SOUTHEAST POWERGEN: Moody's Assigns Ba2 Rating on $550.5MM Debt
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Southeast
PowerGen, LLC's (SEPG) $550.5 million senior secured credit
facilities, proposed by affiliates of The Carlyle Group (Carlyle)
in anticipation of their acquisition of 75.05% of SEPG's equity.
The facilities consist of a $480 million term loan due 2021 and a
$70.5 million senior secured revolving credit/letter of credit
facility due 2019. The rating outlook is stable.

Separately, Moody's affirmed the Baa3 rating of Mackinaw Power,
LLC (Power), a subsidiary of SEPG. Power's rating outlook is
stable.

SEPG owns a portfolio of six gas-fired generating facilities with
a combined electric generating capacity of approximately 2,800
megawatts. The assets are all located in Georgia and each has
contracted their respective capacity to creditworthy counterparts
for various tenors.

SEPG is 50.10% owned by affiliates of ArcLight Energy Partners,
24.95% by affiliates of the Government of Singapore Investment
Corporation and 24.95% with affiliates of GE Capital. Concurrent
with the closing of the proposed credit facilities, ArcLight
Energy Partners and the Government of Singapore Investment
Corporation will sell their respective ownership to an affiliate
of Carlyle resulting in Carlyle owning 75.05% of SEPG. GE
Capital's ownership stake is unaffected.

Proceeds from the term loan will be used to repay existing debt
within the SEPG family, to partially fund Carlyle's purchase
price, to pay a dividend to GE Capital and to fund certain reserve
accounts.

Debt to be repaid includes $114 million outstanding under a senior
secured term loan at Mackinaw Power Holdings, LLC (Holdings: Ba2,
stable), another subsidiary of SEPG. As such, the rating assigned
to Holdings will be withdrawn upon the consummation of the
transaction.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing and model outputs consistent with initially projected
credit metrics and cash flows. Any material changes from the
documentation and information provided to date could impact the
ultimate credit rating.

Ratings Rationale -- SEPG:

"SEPG's Ba2 rating is supported by the significant level of
consolidated cash flows that are expected to be generated under
existing contracts, several of which extend meaningfully beyond
the term of the proposed financing" said Moody's Senior Credit
Officer Scott Solomon. "The structure of the contracts provide for
transparent revenue streams that exhibit low levels of volatility"
added Solomon.

These positive attributes, however, are balanced by re-contracting
risk for two of the assets, structural subordination and projected
consolidated financial metrics that are weak for the rating
category.

The generating capacity from SEPG's six assets is 100% contracted
with various creditworthy offtakers through 2015, primarily
through tolling contracts. Contracted counterparties (or their
guarantors) include Southern Power Company (Baa1, stable), Georgia
Power Company (A3, stable), Morgan Stanley (Baa2, positive),
Exelon Generation Company, LLC (Baa2, stable), Snapping Shoals
Electric Membership Corporation (Snapping Shoals: not rated) and
Central Georgia Membership Corporation (Central Georgia; not
rated).

Two existing tolling contracts expire on December 31, 2015. If the
capacity associated with the expiring contracts is not re-
contracted, the level of contracted capacity would decline by 30%
in January 2016. That said, regional power markets suggest a need
for gas-fired generating capacity and Moody's consider re-
contracting as likely.

The tolling contracts are structured to provide predictable,
although seasonal, revenue and cash flows. They do not burden SEPG
with fuel supply or commodity risk and show little cash flow
volatility under various tested scenarios. Capacity payments,
calculated using predetermined prices multiplied by dependable
capacity, are the largest components of SEPG's revenues.
Specifically, they account for more than 80% of total projected
contracted revenue and have a very stable and predictable profile.
Incremental revenues result when the facility is dispatched.

Several of the contracts extend well beyond the tenor of the
financing and generate significant revenues. Moody's calculate
that contracts scheduled to terminate after the financing tenor
will generate $500 million of capacity payments (approximately
$200 million on a NPV basis) during the period 2022 through 2035.
There is some concentration in this revenue, however;
approximately 60% is derived from two Electric Membership
Cooperatives.

Contracted revenues anticipated in 2022 and beyond compares
favorably to expected debt outstanding under the SEPG term loan at
or near the 2021 maturity, suggesting fairly modest refinancing
risk.

Tolling contracts with the 510 MW Effingham facility, a combined
cycle facility and Sandersville Peaking Units 3,4,7&8 (300 MW's of
capacity) expire on December 31, 2015. New contractual
arrangements for these assets have yet to be arranged, a negative.
Anticipated coal retirements due to environmental regulation
combined with delays in new nuclear construction and regional peak
demand growth, suggest a need for gas-fired generating capacity in
Georgia. As such, Moody's view re-contracting of these SEPG assets
as likely; pricing levels and contract tenors, however, are
uncertain.

SEPG has entered into incremental tolling contracts with new and
existing counterparties in the past few years.

The rating considers SEPG's subordinated position within the
consolidated capital structure. Four of SEPG's six assets
(Washington, Walton, Monroe and Effingham, totaling 1,904 MW's)
are currently owned by Power, although Effingham and Washington
Units 1&4 may be released from Power's collateral package as of
January 1, 2016. Cash generated by these four assets is first used
to meet Power's mandatory debt service requirements with residual
cash flow provided to SEPG, subject to financing restrictions.

Debt outstanding at Power includes $149 million senior secured
bonds (as of 10/31/14) due October 2023 and a $323.6 million
working capital/LOC facility due 2017.

Among other assumptions, Moody's analysis considered various re-
contracted pricing assumptions, around Effingham and Sandersville
Units 3,4,7&8. While Management's Base Case anticipates re-
contracting Effingham at $6.50/kw-month and Sandersville Peaking
Units 3,4,7& 8 at $4.40/kw-month, Moody's considered more
conservative prices in the range of $5.00 - $5.50 and $2.50-2.75,
respectively.

A key consideration for SEPG's rating is the consolidated entities
debt profile, which results in projected key metrics under Moody's
sensitivities that are modestly weak for the Ba rating category.
Specifically, Moody's expect SEPG's annual consolidated debt
service coverage ratio and ratio of funds from operations (FFO) to
debt to range between 1.1-1.8 times and 6-11%, respectively,
through 2017.

Day-to-day management and operation of SEPG's portfolio is
outsourced to a reputable contractor and its operating history has
been sound. Routine procedures during an unscheduled outage in
2011 at Effingham revealed unexpected damage to a compressor rotor
requiring premature replacement. Costs to purchase and install a
new rotor totaled approximately $12.7 million, of which $8.5
million was recoverable from insurance carriers.

Uncertainty around the cause of the damage to the rotor warrants
mention that major overhauls planned for 2015 and 2016 will
include a full inspection of Effingham's rotor. Moody's notes that
preventative maintenance and surveillance at Effingham has
increased and unusual findings are not anticipated.

The financing will incorporate typical project finance features
including limitations on indebtedness, a trustee administered
waterfall of accounts, six month debt service reserve and $10
million cash funded operating expense reserve account, an annual
(March) cash sweep beginning 2016 equal to the greater of 75% of
excess cash flow or the amount needed to achieve a target debt
balance, and a 1.1 times debt service coverage covenant
requirement. SEPG is prohibited from selling any of the six
generating facilities.

The stable outlook reflects Moody's assumption that Effingham and
Sandersville Units 3,4,7&8 are re-contracted in late 2015 at or in
excess of $5.00/kw-month and $2.50/kw-month, respectively, and
that the portfolio continues to operate in a sound manner.

Rating Rationale -- Mackinaw Power, LLC:

The affirmation of Powers' rating considered SEPG's new ownership
and reflects financial performance that is considered appropriate
for the Baa3 rating level.

Existing terms within Power's financing allow Effingham and
Washington Units 1&4 to be released from its collateral package in
January 2016, a credit negative. Assuming the assets are released,
they would be required to directly secure SEPG's credit
facilities.

Washington Units 1&4 have been re-contracted on a long-term basis
providing additional contracted cash flow. As such, should Power
retain Washington Units 1&4, Moody's calculate debt service
coverage ratio at levels that are in excess of 1.4 times, solidly
positioning the credit within the Baa rating category. Conversely,
a release of Washington Units 1&4, should it occur, would reduce
Power's cash flows and debt service coverage and could potentially
trigger negative rating action.

SEPG's future actions with respect to the ownership structure of
Washington Units 1&4 beginning in 2016 are uncertain. Moreover,
Moody's note that the release of Washington Units 1&4 would
require the consent of the lenders to its working capital/LOC
facility due 2017.

What Could Change the Rating -- Up

In the short-run, limited prospects exist for a rating upgrade at
SEPG. Over the longer term, positive developments that could lead
to an upgrade include re-contracting of Effingham and Sandersville
Units 3,4,7&8 at higher-than-anticipated prices levels, resulting
in substantial debt reduction and 'Ba' category financial metrics
under Moody's methodology.


SOUTHEAST POWERGEN: S&P Assigns Prelim. BB Rating on $550MM Loans
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB' rating and preliminary '2' recovery rating to
project finance entity Southeast PowerGen LLC's proposed $480
million senior secured term loan due 2021 and $70.5 million
revolving credit facility due 2019.  The preliminary ratings are
subject to receipt and review of final financial and legal
documentation.

"We expect to rate SEPG under our project finance criteria,
subject to review of final documentation.  SEPG is expected to be
a special-purpose entity owning roughly 2.8 gigawatts of
generation capacity from six gas-fired plants in Georgia.  Pro
forma to the transaction, SEPG will be 75.05% owned by an
affiliate of Carlyle Power Partners, and 24.95% owned by an
affiliate of GE Energy Financial Services (GE EFS).  SEPG is
issuing a $480 million senior secured term loan and a $70.5
million revolving credit facility.  Net proceeds will support
Carlyle's acquisition of SEPG from previous owners ArcLight and
the Government of Singapore Investment Corp., repay existing
subsidiary debt, make a distribution to GE EFS, and fund liquidity
reserve accounts.  SEPG will repay the term loan through minimal
mandatory amortization and an annual cash flow sweep that is the
greater of either 75% of excess cash flow or an amount sufficient
to meet specific targeted debt balances," S&P said.

"Our preliminary 'BB' rating primarily reflects exposure to
recontracting risk when two key offtake agreements expire after
2015, moderate debt leverage (initial consolidated debt per
kilowatt (kw) of roughly $249), reliance on residual cash flows
from subsidiary Mackinaw Power LLC, and refinancing risk at the
end of the term loan B tenor.  These risks are partially offset by
the project's strong tolling contracts with creditworthy
counterparties.  The tolling agreements limit demand and price
risk by providing capacity payments in addition to pass-throughs
for fuel and other variable expenses," S&P added.

"The stable outlook reflects our expectation for steady cash flows
coming from the project's strong tolling agreements that minimize
market or fuel price exposure," said Standard & Poor's credit
analyst Stephen Coscia.

S&P could raise the rating if the portfolio has continued strong
operational performance, and Effingham and Sandersville are
recontracted at rates substantially higher than in S&P's base
case.  If long-term contracts were signed that eliminated
recontracting risk through the debt tenor, S&P's analysis would
focus more on refinancing risk.  An upgrade would require expected
term loan balance at maturity of less than $150 million, down from
S&P's current expectation of about $200 million and DSCRs closer
to 2.5x.

S&P could lower the rating if debt service coverage fell close to
1.5x, or the expected term loan balance at maturity increased to
about $225 million.  This could happen as a result of poor
operational performance or the failure to sign replacement
contracts at Effingham and Sandersville for sufficient rates.

RATINGS LIST

New Ratings

Southeast PowerGen LLC

$480 mil senior secured term loan           BB(prelim)/Stable
Recovery rating                             2(prelim)

$70.5 mil sr secd revolving credit fac      BB(prelim)/Stable
Recovery rating                             2(prelim)


STELLAR BIOTECHNOLOGIES: Signs Supply Agreement with Biovest
------------------------------------------------------------
Stellar Biotechnologies, Inc., and Biovest International, Inc.,
have executed a definitive supply agreement to meet Biovest's
requirements for Keyhole Limpet Hemocyanin for use in Biovest's
BiovaxID(R) active immunotherapy to treat follicular non-Hodgkin's
lymphoma.

Biovest is a biotechnology company developing and commercializing
BiovaxID(R) (dasiprotimut-T), an active immunotherapy to treat
follicular non-Hodgkin's lymphoma.  BiovaxID(R) combines
autologous heterohybridoma-derived tumor idiotype protein coupled
to KLH as the carrier molecule.  BiovaxID(R) has successfully
completed Phase 2 and Phase 3 clinical trial development and is
currently the subject of a Marketing Authorization Application
(MAA) under review by the European Medicines Agency (EMA).

The purpose of the supply agreement is to establish the terms for
the production and supply of Stellar KLH to Biovest, for use as an
active component in BiovaxID(R) immunotherapy vaccine in both
commercial distribution as well as for future clinical trials.

The supply agreement requires Stellar to deliver Stellar KLH to
Biovest compliant with cGMP standards required for Biovest's
ongoing development and as an anticipated commercial supply.
Biovest is obligated to purchase Stellar KLH at agreed forecasted
quantities and prices.  The supply agreement has an initial three-
year term, which may be renewed by Biovest for additional one-year
periods.

The supply agreement provides for Stellar and Biovest to
consummate a separate quality agreement, within three months, to
list the quality aspects and procedures relating to manufacture
and release of the cGMP-compliant Stellar KLH.  Biovest will
appoint Stellar as exclusive supplier of KLH in connection with
the potential future commercialization of BiovaxID(R), subject to
negotiation and execution of commercial production and supply
terms.

"Stellar's key growth initiative is to leverage our Stellar KLH
technology into multiple clinical pathways and the BiovaxID
program is a good example of the value of our core business for
this purpose," said Frank Oakes, president and CEO of Stellar
Biotechnologies, Inc.  "There are many new KLH-based
immunotherapies advancing in clinical trials and we are
positioning Stellar to be the leading company capable of
delivering the scalable, sustainable supplies of KLH that will be
needed by these pharmaceutical pipelines."

"We are pleased to collaborate with Stellar Biotechnologies to
continue the clinical progress of our active immunotherapy
(BiovaxID) and are proud to work with Stellar in anticipation of
our future commercial success," said Carlos Santos, chief
executive officer of Biovest.  "BiovaxID immunotherapy has
demonstrated ability in long-running clinical trials to elicit
potent anti-tumor immune responses and extend remission duration
in patients suffering from follicular non-Hodgkin's lymphoma.  If
approved, we anticipate that this product will offer an innovative
adjuvant/consolidation vaccine strategy for patients with this
disease."

                           About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

Stellar Biotechnologies incurred a loss and comprehensive loss of
$14.88 million on $545.46 million of revenues for the year ended
Aug. 31, 2013, as compared with a loss and comprehensive loss of
$5.19 million on $286.05 million of revenues for the year ended
Aug. 31, 2012.

The Company's balance sheet at May 31, 2014, showed $15.50 million
in total assets, $4.35 million in total liabilities and
$11.15 million in total shareholders' equity.


STEM SCHOOL: S&P Assigns 'BB+' Rating on $14.7MM Revenue Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
the Colorado Educational and Cultural Facilities Authority's $14.7
million series 2014 fixed rate charter school refunding revenue
bonds issued for STEM School and Academy (STEM).  The outlook is
stable.

Now in the beginning of its fourth year of operations, the school
experienced a significant turnaround in management and operations
following poor performance its first year.  While S&P looks
favorably on the board's ability to quickly make the modifications
needed to improve the school, in S&P's opinion, the very recent
change in trajectory and leadership do not provide sufficient data
to determine whether these results will be lasting or if results
will change as the school settles into more established
operations.  S&P could consider a positive rating action outside
the outlook period if the school demonstrates an established trend
in performance and financial and enrollment results are consistent
with investment grade medians.

"The rating on STEM reflects our assessment of its short operating
history, high pro forma debt load, adequate pro forma maximum
annual debt service coverage, and the inherent risks associated
with charter schools, including the possibility that the charter
may be revoked," said Standard & Poor's credit analyst Luke
Gildner.  "Offsetting these negatives are our view of the school's
growing enrollment, increased per pupil funding in fiscal 2015
from the state of Colorado, committed management, and sufficient
unrestricted cash level of $1.4 million (equal to 88 days' cash on
hand).

Management plans to use the proceeds of the bonds to refund and
restructure debt issued in 2012 and 2013 as well as pay for the
costs of issuance and fund a debt service reserve.  Upon
completion of the plan of finance, STEM's only bonds outstanding
will be the series 2014 bonds, and S&P understands the school has
no plans in the foreseeable future to issue additional debt.  The
bonds are secured by STEM's revenues as defined in the governing
bond documents consisting primarily of per-pupil funding from the
state of Colorado.

The stable outlook reflects S&P's expectation that during the next
year management will meet enrollment projections and operations
will remain consistent with prior years.  S&P also expects
liquidity will remain relatively stable.

S&P do not expect to take a positive rating action during the one-
year outlook period; however, S&P could take a positive rating
action if the charter school consistently meets financial
projections resulting in MADS coverage in excess of 1.4x while
maintaining current liquidity levels.  S&P could lower the rating
if enrollment does not increase as projected, operations weaken,
or the balance sheet deteriorates to less than 45 days' cash on
hand.


STG-FAIRWAY ACQUISITIONS: S&P Removes 'B' CCR From Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on STG-
Fairway Acquisition Inc., including the 'B' corporate credit
rating, and removed the ratings from CreditWatch, where they were
placed with negative implications on May 6, 2014.  The outlook is
stable.

At the same time, S&P affirmed its 'B' issue rating (the same
level as the corporate credit rating) on the company's $315
million first-lien term loan and $25 million revolver.  The
recovery rating of '3', indicating that lenders could expect
meaningful (50%-70%) recovery in the event of payment default or
bankruptcy, remains unchanged.

In addition, S&P affirmed its 'CCC+' issue rating (two notches
below the corporate credit rating) on STG's $125 million second-
lien term loan.  The recovery rating of '6', indicating that
lenders could expect negligible (0%-10%) recovery in the event of
a payment default or bankruptcy, remains unchanged.

"The affirmation reflects the resolution of 2012 accounting errors
and issuance of its 2013 financial statement audit that is
substantially close to levels we previously anticipated," said
Standard & Poor's credit analyst Rod Olivero.

The ratings on STG reflect its significant debt burden, aggressive
financial policy, and narrow business focus in a sector with low
growth prospects.  S&P forecasts leverage (as measured by the
ratio of debt to EBITDA) should remain in the mid-4x area and
funds from operations to debt to be in the low-teens percent area.
However, S&P believes the company's financial policy will be
determined by its financial sponsors.  Most financial sponsors
focus on generating investment returns over short time horizons
(less than five years), at times through acquisitions and
dividends.  S&P believes STG could make such transactions within
the next 12 months, thereby increasing leverage above 5x.

The outlook is stable, which reflects S&P's expectation that
operating performance will modestly improve as the company
continues to achieve cost synergies from its transformational
merger with LexisNexis.  S&P could lower the ratings if the
company's operating performance falls significantly short of its
forecast.  Although unlikely, S&P could consider raising the
ratings if the company improves its operating efficiency through
organic revenue growth and continued acquisition integration such
that it can sustain EBITDA margin above 30% and total debt to
EBITDA below 4x.


TARSIN INC: Consorteum Holdings Inks License Agreement with NYG
---------------------------------------------------------------
Consorteum Holdings, Inc. on Oct. 28 disclosed that it has entered
into a multi-year license agreement with NYG Holdings LLC), a
Nevada limited liability company.  Pursuant to a Sale Order
approved by the U.S. Bankruptcy Court for the Northern District of
California, NYG purchased various assets from named debtors
Game2Mobile and Tarsin Inc., including right, title and interest
in the CAPSA platform.

In October 2012, the Company reached an exclusive licensing
agreement with Tarsin, Inc. that allowed the Company to license
the CAPSA platform to sell mobile gaming and wagering programs
throughout Canada, Mexico, as well as certain customers in the
United States.  In connection therewith, the Company remitted
certain sums as advances against the license.  Subsequent to the
parties entering into the license agreement, Tarsin Inc. filed a
voluntary petition for bankruptcy protection in the U.S.
Bankruptcy Court. Northern District of California.  The Company
was a creditor in this Case No. 13-53607.  As discussed in greater
detail in the Company's Annual Report on Form 10K for the year
ended June 30, 2014, the Company elected to reserve the entire
amount of the Tarsin receivable until the outcome of the
Bankruptcy Case was determined.

The Bankruptcy Court's approval of the sale of Debtor's assets,
including CAPSA to NYG, paved the way for NYG and Consorteum to
enter into a new, enhanced multi-year license agreement.  The
parties have agreed to an initial term of five years, renewable
annually upon mutual agreement.  Pursuant to the terms of the
license, CSRH shall have the ability to modify aspects of the
CAPSA platform, combine it with other technological advances
created by CSRH's development subsidiary, ThreeFiftyNine ("359"),
and rebrand and market it under a new name.  CSRH also obtained
sublicense rights under the new arrangement.  Under the terms of
the NYG license agreement, the Company will receive credit for
sums advanced pursuant to the previous Tarsin, Inc. license.  The
new license agreement also provides for royalty payments to NYG
beginning 18 months after the Effective Date of the license
agreement.

Commenting on the new license agreement with NYG, Craig Fielding,
CEO of Consorteum and President of 359, stated, "We are thrilled
to have the ability to combine certain attributes of the NYG
platform with 359's mobile hybrid solution.  Securing the rights
to build upon this regulatory-approved platform further enhances
our exciting mobile product offerings."

                    About Consorteum Holdings

Consorteum Holdings, Inc. -- http://www.consorteumholdings.com/--
is a transaction management and mobile publishing company focused
on transaction processing, including its suite of mobile
offerings, delivery of mobile content, mobile payments solutions
and products through a mix of on-deck partnerships, license
agreements, and joint venture revenue share arrangements.

                        About Tarsin Inc.

Tarsin Inc. develops mobile applications software.  The company
was founded in 2002 and is based in Incline Village, Nevada.
Tarsin Inc. operates as a subsidiary of Tarsin (Europe) Limited.

Tarsin, Inc., sought Chapter 11 bankruptcy protection (Bankr. N.D.
Cal. Case No. 13-53607) on July 2, 2013, in San Jose, California.
Judge Stephen L. Johnson is assigned to the case.  The Debtor has
tapped Michael W. Malter, Esq., at the Law Offices of Binder And
Malter, as counsel.  The Debtor estimated assets of $100,001 to
$500,000 and debt of $1,000,001 to $10,000,000.

Affiliate Game2Mobile, Inc., sought bankruptcy protection (Bankr.
S.D.N.Y. Case No. 13-10464) in Manhattan, on Feb. 14, 2013. The
case is assigned to Judge Burton R. Lifland.  Douglas R.
Dollinger, Esq., at the law offices of Douglas R. Dollinger,
serves as counsel.  The Debtor estimated assets and debt of $1
million to $10 million.


TEMPLAR ENERGY: S&P Withdraws 'B-' Rating on $550MM Loan
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' issue-level
rating on Templar Energy LLC's $550 million second-lien term loan.
The action follows Templar's decision not to issue the term loan,
and instead add on to its existing $900 million second-lien term
loan maturing in 2020, which S&P rates 'B-' with a recovery of
'5', indicating the potential for modest (10% to 30%) recovery in
the event of a payment default.

The 'B' corporate credit rating on Templar Energy LLC reflects
S&P's assessment of the company's "weak" business risk and "highly
leveraged" financial risk profiles.  The positive outlook on
Templar reflects S&P's expectation that the company will continue
to expand its reserves and production and improve its credit
measures.  S&P could raise the rating if the company decreased
leverage to below 4x and increased funds from operations to debt
to above 20% on a sustained basis while also maintaining adequate
liquidity.

RATINGS LIST

Templar Energy LLC
Corporate Credit Rating          B/Positive/--

Ratings Withdrawn
                                  To              From
Templar Energy LLC
$550 Mil. Second-Lien Term Loan  N.R.            B-


TRUMP ENTERTAINMENT: Taj Mahal Insists on Keeping Trump Name
------------------------------------------------------------
David Sheldon, writing for Casino.org, reports that Trump
Entertainment Resorts Inc.'s Trump Taj Mahal's attorneys claim
that removing the Trump brand from their cleint's name would be
"destructive" while the casino property is trying to dodge Chapter
11 bankruptcy.

According to Casino.org, Trump Entertainment calls Donald Trump's
litigation to remove his name from both Taj Mahal and Trump
Entertainment "baseless and value-destructive."  The report says
that Trump Entertainment also refuses to budge on the name-change.
The report quoted Trump Entertainment as saying, "The debtors face
many challenges, and the last thing these Chapter 11 cases can
afford is the significant expense, distraction and uncertainty of
state court litigation over whether the debtors can preserve the
very name under which they do business."

                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: Files for Ch. 11 with $24.8-Mil. in Debt
------------------------------------------------------
Turner Grain Merchandising, Inc., sought bankruptcy protection in
Helena, Arkansas, disclosing less than $14 million in assets
against liabilities of almost $25 million.

In its schedules of assets and liabilities, Turner Grain
disclosed:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $13,773,516
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,012,226
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $23,836,114
                                 -----------      -----------
        TOTAL                    $13,773,516      $24,848,340

The Brinkley, Arkansas-based company disclosed that the business
generated income from operations of $223,866,579 in 2012,
$277,939,369 in 2013, and $235,287,999 in 2014 (year to date).

                        About Turner Grain

Turner Grain Merchandising, Inc., sought bankruptcy protection
(Bankr. E.D. Ark. Case No. 14-bk-15687) in Helena, Arkansas, on
Oct. 23, 2014.

According to the docket, the Sec. 341(a) meeting of creditors is
slated for Dec. 15, 2014.  The deadline for objecting to discharge
is Feb. 13, 2015.

The Debtor has tapped Kevin P. Keech, Esq., at Keech Law Firm, PA,
in Little Rock, Arkansas, as counsel.


VANTAGE PIPELINE: S&P Affirms 'BB-' CCR Then Withdraws Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including its 'BB-' long-term corporate credit rating, on Vantage
Pipeline Canada ULC and Vantage Pipeline U.S. L.P.  Standard &
Poor's then withdrew its ratings on both companies.

"The withdrawal reflects Pembina Pipeline Corp.'s acquisition of
Vantage and the repayment of its term loan B, which was completed
Oct. 24," said Standard & Poor's credit analyst Gerry Hannochko.

At the time of the withdrawal, the 'BB-' ratings reflected the
company's "satisfactory" business risk profile and "highly
leveraged" financial risk profile.

S&P views Vantage's business risk profile as satisfactory.  The
10-year take-or-pay volume commitment from NOVA Chemicals Corp.
for 50% of the pipe's capacity is on a fee-for-service basis with
some degree of cost pass-through.  The minimum volumes will
provide for a base level of debt servicing.  Vantage has a
commitment to receive all the ethane produced from the Tioga plant
at the pipeline's origin, which S&P believes will eventually
provide for stronger cash-flow support.

S&P believes that Vantage had a highly leveraged financial risk
profile, with adjusted funds from operations-to-debt below 12% for
the next two years.  A financial sponsor (Riverstone) owned the
company, and under S&P's financial sponsor criteria, it assigned
an 'FS-6' assessment, which constrains the financial risk profile
to the highly leveraged category, regardless of the forecast
metrics.


VIGGLE INC: Signs $30 Million Purchase Agreement With Sillerman
---------------------------------------------------------------
Viggle Inc. and Sillerman Investment Company III LLC entered into
a securities purchase agreement pursuant to which SIC III agreed
to purchase certain securities issued by the Company for a total
of $30,000,000, according to a regulatory filing with the U.S.
Securities and Exchange Commission.

Pursuant to the Securities Purchase Agreement, the Company issued
a Line of Credit Promissory Note, which provides for a $20,000,000
line of credit to the Company.  In addition, SIC III agreed to
purchase 10,000 shares of a new class of Series C Convertible
Preferred Stock for a total of $10,000,000.  The Company also
agreed to issue to SIC III warrants to purchase 1,500,000 shares
of the Company's common stock.  The warrants will be issued in
proportion to amounts the Company draws under the Note and amounts
paid for the Shares.  The exercise price of the warrants will be
10% above the closing price of the Company's shares on the date
prior to the issuance of the warrants.  Exercise of the warrants
will be subject to approval of the Company's stockholders.

Line of Credit Note

On Oct. 24, 2014, the Company issued to SIC III the Note.  The
Note provides a right for the Company to request advances under
the Note from time to time.  On Oct. 24, 2014, SIC III made an
initial advance under the Note of $4,500,000.  The Note provides
that the Company may request additional advances of up to
$15,500,000, provided that additional advances bringing the total
of advances to an amount in excess of $5,000,000 may be made only
after Dec. 15, 2014, and to pay off amounts outstanding under the
Company's Term Loan Agreement with Deutsche Bank Trust Company
Americas.  The Note bears interest at a rate of 12% per annum,
payable in cash on a quarterly basis.  In addition, the Note
provides for a 3% discount, such that the amount advanced by SIC
III will be 3% less than the associated principal amount of the
advance.  From and after the occurrence and during the continuance
of any event of default under the Note, the interest rate is
automatically increased to 17% per annum.

In connection with the first drawdown of $4,500,000 under the
Note, the Company issued to SIC III warrants to purchase 225,000
shares of the Company's common stock.  These warrants have an
exercise price of $3.51, representing a price equal to 10% above
the closing price of the Company's common stock on the day prior
to issuance.

Series C Convertible Preferred Stock

The Company created a new class of Series C Convertible Preferred
Stock by filing a Certificate of Designations of the Series C
Convertible Preferred Stock of the Company with the Secretary of
State of the State of Delaware.  The Company authorized the
issuance of up to 100,000 shares of the Series C Convertible
Preferred Stock.

Issuance of Warrants

The Company agreed to issue SIC III warrants to purchase 1,500,000
shares of the Company's common stock in connection with advances
under the Note and the purchase of the Shares.  The Company will
issue Warrants to purchase 50,000 shares of the Company's common
stock for every $1,000,000 advanced under the Note or every
$1,000,000 of purchase price paid for the Shares.
In connection with the $4,500,000 advance under the Note on
Oct. 24, 2014, the Company issued SIC III Warrants to purchase
225,000 shares of the Company's common stock at an exercise price
of $3.51, representing a price equal to 10% above the closing
price of the Company's common stock on the day prior to issuance.
The Warrants are exercisable, subject to approval of the Company's
stockholders, for a period of five years from issuance.

Registration Rights

On Oct. 24, 2014, the Company entered into a Registration Rights
Agreement with SIC III pursuant to which the Company agreed to
register the shares of the Company's capital stock owned by SIC
III.  The Registration Rights Agreement allows SIC III to require
the Company to register its shares.  If the Company receives such
a request from SIC III, the Company will use its best efforts to
effect such registration.  In addition, if the Company otherwise
initiates a registration of shares of its capital stock (other
than pursuant to a Registration Statement on Form S-4 or S-8, or
any successor forms), SIC III will have a right to participate in
such registration, subject to cutbacks set by the underwriter in
such registration.

Amendment to Term Loan Agreement

The Company is party to the Term Loan Agreement with Deutsche
Bank.  The Term Loan Agreement provides that the Company will use
the proceeds of any debt or equity capital raises to prepay
amounts outstanding under the Term Loan Agreement.  In connection
with the transactions contemplated by the Securities Purchase
Agreement, on Oct. 24, 2014 the Company entered into an amendment
with Deutsche Bank pursuant to which the prepayment provision was
removed, allowing the Company to issue the Shares and request
advances under the Note without having to prepay those amounts to
Deutsche Bank.  Deutsche Bank and SIC III entered into a
Subordination Agreement pursuant to which the repayment of amounts
under the Note is subordinated to repayment of amounts under the
Term Loan Agreement.

A copy of the Form 8-K is available for free at:

                         http://is.gd/reUqkj

                             About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle reported a net loss of $68.43 million on $17.98 million of
revenues for the year ended June 30, 2014, compared to a net loss
of $91.40 million on $13.90 million of revenues for the year ended
June 30, 2013.

The Company's balance sheet at June 30, 2014, showed $79.09
million in total assets, $39.29 million in total liabilities and
$39.80 million in total stockholders' equity.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2014.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2014, has a deficiency in working capital that raises substantial
doubt about its ability to continue as a going concern.


WEST TEXAS GUAR: Nov. 20 Hearing on Reorganization Plan Set
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas is
set to hold a hearing on Nov. 20 to consider approval of West
Texas Guar Inc.'s latest plan to exit bankruptcy protection.

Under the latest plan, which the company co-proposed with Scopia
Windmill Fund LP, bean growers whose claims were classified under
Classes 4 and 5 will receive different treatment of their claims.

Class 4 and 5 creditors who accept the plan will receive cash
equal to 75% of their claims.  Class 4 creditors will also receive
additional payments from the $2.95 million held by an escrow
agent.

On the other hand, those Class 4 and 5 creditors who reject the
plan will receive 100% of their claims, paid over 4 years in equal
quarterly installments.

The restructuring plan also provides that the reorganized company
will make the proposed distributions of 75% of the contracted-for
claim amount to Class 4 and 5 creditors who do not submit a ballot
or whose ballots are not counted as if they voted to accept the
plan.  Such distributions will be made by check payable to
nonvoting creditors in December.

A copy of West Texas Guar's latest plan dated Oct. 16 can be
accessed for free at http://is.gd/PYkTrS

                      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.


WILLBROS GROUP: S&P Revises Outlook to Stable & Affirms 'B-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Houston-based engineering and construction company Willbros Group
Inc. to stable from positive.  At the same time, S&P affirmed its
ratings on the company, including the 'B-' corporate credit
rating.

"The outlook revision reflects the company's announcement that it
has identified approximately $22 million to $24 million in
deterioration of a significant pipeline construction project in
its Northeast regional business within its oil and gas segment,"
said Standard & Poor's credit analyst Robyn Shapiro.

Although some of the project deterioration occurred during the
third quarter of 2014, the company determined that a majority of
these estimated charges should have been recognized in the second
quarter of 2014.  As a result, the company expects to restate its
second quarter of 2014 results.  In addition, the company is
evaluating whether inadequate internal control over financial
reporting, disclosure, and procedures had any impact on its prior
conclusions.  The company has also announced it is refocusing its
business strategy under the leadership of a newly elected CEO and
a restructured management team.

Willbros serves the oil, gas, refining, petrochemical, and power
industries, providing engineering, procurement and construction
(either individually or as an integrated engineering, procurement,
and construction service offering), turnarounds (refining process
upgrades or renewals), maintenance, facilities development, and
operations services.

The rating incorporates the inherent cyclicality of the
engineering and construction services sector in which Willbros
participates.  The operating losses associated with certain of the
company's projects demonstrate the inherent risks associated with
the sector.  Specifically, these risks include the sector's
competitive nature, the economic and political risks to searching
for and extracting energy sources, and the potential for cost
overruns in the execution of fixed-price contracts.

Still, S&P believes that the company's operating performance over
the next several years could benefit from fundamentals supporting
increased activity in some of its end markets.  Low natural gas
prices have sparked renewed interest and investment in the
petrochemical industry, and new domestic crude production requires
transportation and terminal infrastructure.  In addition, the
company's opportunities in the Canadian oil sands are improving,
with production expected to increase over the next few years.  In
addition, in the company's utility transmission and distribution
segment, transmission spending is likely to increase domestically
over the next several years.

The outlook is stable.  S&P expects the company will successfully
make the remaining WAPCo settlement payment of $32.7 million, due
at the end of the fourth quarter of 2014.  Willbros plans to use
the proceeds from future asset sales to reduce debt.  Despite its
previous execution challenges, S&P expects that Willbros will
gradually improve operating performance.  Although financial
covenant headroom has declined, S&P expects the company will
address any covenant default in a timely manner.

S&P could lower the rating during the next 12 months if Willbros'
operating performance declines more than S&P currently expects,
causing liquidity to deteriorate so that ongoing cash outflows
increase.  This could result from any additional unexpected
execution challenges and project losses.

S&P could raise the rating during the next 12 months if the
company generates and sustains positive free cash flow.

For an upgrade, S&P would expect the company to maintain
"adequate" liquidity, including at least 15% headroom under
financial covenants, and to continue maintaining debt leverage at
less than 5x.


XTREME POWER: Court Okays 2nd Motion to Sell Battery in China
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
granted Xtreme Power Inc., Xtreme Power Grove, LLC, and Xtreme
Power Systems, LLC's expedited second motion to sell assets
located in Mainland China free and clear of liens, claims,
encumbrances and interests to Younicos Inc.

XPS had a venture agreement with a Chinese company, Sieyuan
Electric Co., under which it designed and manufactured a
demonstration battery array.  The China unit is currently sitting
idle at Sieyuan Electric's facility in Shanghai, China.  The China
unit is a fully-assembled array of 1,200 of the lead acid
PowerCells that were manufactured by XP Grove at the plant in
Oklahoma, all 6.5 versions.  The China unit also includes an older
model Eaton invertor.  The China unit is carried on XPS's books as
having an acquisition date of October 1, 2012, and a fully-
depreciated cost of $1,349,191.

By order dated April 11, 2014, the Court approved a sale of
substantially of the assets of XPI and XPS, and the assignment of
certain contracts, to Younicos Inc., for $14 million in cash.

In early August, Younicos informed XPS that it had remotely
accessed the China Unit and that it believes some of the batteries
might be salvageable, and so the China Unit might be economically
viable after all; and that it had begun considering the
possibility of sending a team to China to dissemble the China Unit
and ship the batteries back to Texas to be refurbished and resold.
Younicos indicated a willingness to purchase the China Unit from
XPS and discussions of that possibility commenced.

The Court also approved the purchase agreement between the Debtors
and Younicos.  The key terms of the Purchase Agreement include:

   -- The China Unit will be sold free and clear of all liens,
      claims, encumbrances and interests;

   -- Younicos is purchasing the China Unit "as is, where is, and
      with all faults";

   -- Younicos will not assume or be deemed to assume any
      liabilities of the Debtors;

   -- The Purchase Price is $80,000, payable in cash at closing;

   -- Younicos will pay for all costs of retrieving the China
      Unit from its current location in China and as well as any
      costs that may be incurred for the disposal of any related
      portion of the Assets that Buyer subsequently decides after
      purchase it does not want;

   -- Younicos' purchase is subject to higher and better bids
      submitted at or prior to the hearing on approval of this
      motion;

   -- The Board of Directors of XPI has agreed to the offer
      embodied in the Purchase Agreement, subject to court
      approval after reasonable notice and a hearing, at which
      hearing anyone else would be entitled to offer a higher
      price, potentially triggering an auction.  If a competing
      bid is made, the Debtors will request the Court conduct the
      auction in the courtroom at the hearing.

Younicos filed a limited objection to the motion, wherein Younicos
alleged that use or sale of the China Unit may infringe one or
more patents assigned to Younicos.

In its order, the Court stated that it has considered the
objection and has determined that the Debtors' sale to Younicos
constitutes a valid exercise of the Debtors' sound business
judgment, and the relief requested in the Motion is in the best
interests of the Debtors, their estates, their creditors, and
other parties-in-interest.

                       About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.  The Debtor is represented by Shelby A. Jordan, Esq., at
Jordan, Hyden, Womble, Culbreth & Holzer, P.C.  The Debtors tapped
Baker Botts L.L.P. as special counsel, and Gordian Group, LLC, as
investment banker and financial advisor.

Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.

The Creditors' Committee is represented by Eric J. Taube, Esq.,
Mark C. Taylor, Esq., and Morris D. Weiss, Esq., at Hohmann, Taube
& Summers, LLP, in Austin, Texas.


YONKERS ECONOMIC: S&P Reinstates 'BB' Revenue Bonds Rating
----------------------------------------------------------
Standard & Poor's Ratings Services corrected by reinstating its
'BB' long-term rating on Yonkers Economic Development Corp.,
N.Y.'s educational revenue bonds, issued for Charter School of
Educational Excellence.  The outlook is stable.


ZOGENIX INC: Subsidiary Acquires Brabant Pharma
-----------------------------------------------
Zogenix Europe Limited, a wholly-owned subsidiary of Zogenix,
Inc., located in the United Kingdom, acquired Brabant Pharma
Limited, a privately-held company organized under the laws of
England and Wales, pursuant to the terms of a Sale and Purchase
Agreement, dated Oct. 24, 2014, by and among Zogenix Europe,
Zogenix, Brabant and Anthony Clarke, Richard Stewart, Ann Soenen-
Darcis, Jennifer Watson, Reyker Nominees Limited and Aquarius Life
Science Limited.

In connection with the consummation of the transactions on
Oct. 24, 2014, contemplated by the Sale and Purchase Agreement,
Zogenix Europe purchased the issued share capital of Brabant from
the Sellers and the Company agreed to guarantee the obligations,
commitments, undertakings and warranties of Zogenix Europe.
Brabant owns worldwide development and commercialization rights to
BrabafenTM, low-dose fenfluramine, for the treatment of Dravet
syndrome (also known as Severe Myoclonic Epilepsy of Infancy).
Dravet syndrome is a rare and catastrophic form of pediatric
epilepsy with life threatening consequences for patients and
current treatment options are very limited.  Brabafen has recently
received orphan drug designation in Europe and the United States
for the treatment of Dravet syndrome.

Under the terms of the Sale and Purchase Agreement, at the closing
Zogenix Europe paid to the Sellers consideration of (i) $20
million in cash (plus the $8.4 million which represents the net
cash position of Brabant at the closing), of which $2 million
will be deposited into escrow to fund potential indemnification
claims for a period of 6 months, and (ii) 11,995,202 shares of the
Company's common stock, par value $0.001 per share.  Zogenix
Europe also committed to paying up to an aggregate amount of $50
million upon the achievement of specified regulatory milestones
and $45 million upon the achievement of specified sales
milestones.  The Company has agreed to use commercially reasonable
efforts (as defined in the Sale and Purchase Agreement) to develop
and commercialize Brabafen and to achieve the milestones.

The safety and effectiveness of Brabafen has been evaluated in a
continuing, long-term, open-label, study in 15 Dravet syndrome
patients.  The average duration of treatment in the study is
currently more than 12 years, with the longest duration of
treatment at more than 26 years.  More than two-thirds (67%) of
patients were seizure free for at least a year after the latest
assessment with an average seizure free period of 5.5 years.  The
majority (87%) of patients had a greater than 75% reduction in
seizure frequency.  Brabafen was shown to be well tolerated in the
study, and treatment side effects were mild and transient for the
entire study treatment period.  There were no reports of pulmonary
hypertension and there were no deaths.  Two patients showed sub-
clinical evidence of cardiac valve thickening that was judged to
be clinically insignificant following detailed investigation by
independent cardiologists. Similar findings spontaneously resolved
in a third patient.  Based upon feedback from the U.S. Food and
Drug Administration and the European Medicines Agency, the Company
expects to initiate two Phase 3 studies (of 40 to 60 Dravet
syndrome patients per study) during the second quarter of 2015 in
the United States and Europe, with top-line results potentially
available in the first half of 2016.

In September 2012, Brabant entered into a collaboration and
license agreement with the Universities of Antwerp and Leuven in
Belgium.  Under the terms of the License Agreement, the
Universities granted Brabant an exclusive worldwide license to use
the data obtained from the study, as well as certain intellectual
property related to fenfluramine for the treatment of Dravet
syndrome.  Brabant is required to pay a mid single-digit
percentage royalty on net sales of fenfluramine or, in the case of
a sublicense of fenfluramine, a percentage in the mid-twenties of
the sub-licensing revenues.  The License Agreement terminates in
September 2020; however, upon the commencement of Phase 3 clinical
trials of fenfluramine or marketing approval by a regulatory
authority, the License Agreement will be extended until September
2045.  The License Agreement may be terminated by the Universities
if Brabant: (a) does not use commercially reasonable efforts to
(i) develop and commercialize fenfluramine for the treatment of
Dravet syndrome or related conditions stemming from infantile
epilepsy, or (ii) seek approval of fenfluramine for the treatment
of Dravet syndrome in the United States; or (b) if Brabant becomes
insolvent, will make an assignment for the benefit of creditors,
or shall have a petition in bankruptcy filed for or against it or
for any similar relief has been filed against it.  The Company can
terminate the License Agreement upon specified prior written
notice to the Universities.

Both Zogenix Europe and the Sellers agreed to customary warranties
and covenants in the Sale and Purchase Agreement.  The Sellers
agreed to indemnify Zogenix Europe for certain matters, including
breaches of warranties and covenants included in the Sale and
Purchase Agreement, up to the escrow amount, subject to limited
exceptions.

Pursuant to the Sale and Purchase Agreement, the Company has
agreed to prepare and file a registration statement on Form S-3
covering the resale of the Shares issued to the Sellers within 90
days of the closing and to use commercially reasonable efforts to
cause such registration statement to be declared effective as
promptly as practicable following the filing.

As partial consideration for the acquisition of Brabant described
above, on Oct. 24, 2014, Zogenix issued an aggregate of 11,995,202
shares of Common Stock to the Sellers in connection with the
closing of the Acquisition.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix reported a net loss of $80.85 million in 2013, as compared
with a net loss of $47.38 million in 2012.

The Company's balance sheet at June 30, 2014, the Company had
$133.29 million in total assets, $64.98 million in total
liabilities and $68.31 million in total stockholders' equity.

Ernst & Young LLP, in San Diego, 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's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.


ZOGENIX INC: Visium Balanced Reports 5.3% Equity Stake
------------------------------------------------------
Visium Balanced Master Fund, Ltd., and its affiliates disclosed in
a Schedule 13G filed with the U.S. Securities and Exchange
Commission that as of Oct. 17, 2014, they beneficially owned
7,500,000 shares of common stock of Zogenix, Inc., representing
5.3 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/zkPrFf

                        About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix reported a net loss of $80.85 million in 2013, as compared
with a net loss of $47.38 million in 2012.

The Company's balance sheet at June 30, 2014, the Company had
$133.29 million in total assets, $64.98 million in total
liabilities and $68.31 million in total stockholders' equity.

Ernst & Young LLP, in San Diego, 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's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.


* FY 2014 Bankruptcy Filings Lowest in Seven Years
--------------------------------------------------
Bankruptcy cases filed in federal courts for the fiscal year 2014-
the 12-month period ending September 30, 2014 -- totaled 963,739,
down 13 percent from the 1.1 million bankruptcy filings in FY
2013, according to statistics released today by the Administrative
Office of the U.S. Courts. This is the lowest number of bankruptcy
filings for any 12-month period since 2007.

Business bankruptcies total 28,319 for fiscal year 2014, down from
34,892 in fiscal year 2013, and 42,008 in fiscal year 2012.

In fiscal year 2007, business bankruptcies totaled 25,925.


* Foreign Companies Are Turning to U.S. Bankruptcy Courts
---------------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that a new report from scholars Oscar Couwenberg of University of
Groningen Faculty of Law in the Netherlands and Stephen J. Lubben
of Seton Hall University School of Law in New Jersey identified 49
corporate bankruptcy filings between 2005 and 2012 that included
foreign debtors.  Of those, 15 had no U.S. parent company, the
Journal said, citing the report.


* Mark Platt Joins McGuireWoods' Dallas Office as Partner
---------------------------------------------------------
McGuireWoods on Oct. 28 expanded its capabilities in its fast-
growing Dallas office with the addition of accomplished
restructuring and insolvency attorney Mark A. Platt, who joined
the firm as a partner.

Mr. Platt, who has substantial insolvency and commercial
litigation experience, focuses on several industries, including
telecommunications, real estate and energy.  He has successfully
litigated cases for senior lenders, private equity firms and a
wide array of debtors and creditors in federal and state courts
across the country, including in Texas, Delaware, and New York.
Mr. Platt is the current co-chair of the American Bar Association
Bankruptcy and Insolvency Litigation Committee.

The addition continues the firm's Texas expansion, which included
the opening of a six-lawyer Dallas office in March.  The firm
began its expansion in Houston and Austin, where it also
established a presence for its highly regarded public affairs
group, McGuireWoods Consulting.  The Dallas office, after just
seven months in the market, has more than tripled in size to 20
lawyers.

"We are committed to Texas, and Mark is a key addition for us,"
said Akash Sethi, managing partner of the firm's Dallas office.
"He not only adds an important dimension to our litigation
practice, here and across the firm, but his experience will bring
immediate benefits to our private equity, banking and other
corporate clients.  We are delighted to welcome him to the firm."

"Mark's reputation precedes him.  He brings invaluable skill and
experience in complex business bankruptcy and commercial
litigation matters, including first-chair trial experience in
several states for domestic and international clients," said Dion
Hayes, chairman of the firm's 40-attorney Restructuring and
Insolvency Department.  "He is essential to the continued
development of our practice."

Mr. Platt joins a team that includes transactional lawyers and
litigators from across the firm's 20 offices.  Four of
McGuireWoods' restructuring and insolvency partners are ranked by
Chambers USA in its 2014 guide.  The firm's restructuring and
insolvency team covers a range of industries, including retail,
transportation, real estate, manufacturing, energy and
telecommunications.

Mr. Platt joins McGuireWoods from the Dallas office of Norton Rose
Fulbright.  He received his bachelor's degree from the University
of Pennsylvania and his law degree from the Southern Methodist
University Dedman School of Law.  The Best Lawyers in America has
listed him for five consecutive years for Insolvency and
Reorganization Law, and he has earned a spot on the Martindale-
Hubbell Texas Top Rated Lawyer List.

"McGuireWoods has a world-class insolvency practice," Mr. Platt
said.  "This is a tremendous opportunity to extend its reach to
Dallas and the Southwest.  I'm excited to join the team and look
forward to contributing in every way I can."

McGuireWoods LLP -- http://www.mcguirewoods.com/-- is a full-
service law firm with more than 900 lawyers in 20 offices
worldwide.  The Dallas office is at 2000 McKinney Avenue.


* BPC Hosts Panel Discussion on Too-Big-To-Fail Policy
------------------------------------------------------
The Bipartisan Policy Center's Financial Regulatory Reform
Initiative (FRRI) hosted a panel discussion on Oct. 28 with
leading banking experts to break down the arguments for and
against breaking up big banks.  This public event coincides with
the release of a new white paper exploring the same topic, which
was authored by the two FRRI co-chairs, Martin Neil Baily and
Phillip L. Swagel, as well as Douglas J. Elliott, a fellow in
Economic Studies at The Brookings Institution.

The panel discussion featured the co-authors alongside top
policymakers and banking experts with a range of perspectives on
critical policy questions, such as:

What are the costs, benefits and consequences of breaking up big
banks?

Would breaking up the banks really work?
What would it mean for consumers, the financial system and the
broader economy?

The new report, The Big Bank Theory: Breaking Down the Breakup
Arguments, considers whether the sweeping set of financial reforms
put in place by the Dodd-Frank Act have gone far enough to address
concerns that our country's largest financial institutions remain
too-big-to-fail (TBTF).  It also weighs the costs and benefits of
policy options that have attracted bipartisan attention, including
proposals to formally break up large financial institutions or
radically reduce their size.  "Examining these questions is
crucial to helping policymakers address important concerns arising
from the financial crisis," said Mr. Swagel, an FRRI co-chair and
professor at the University of Maryland School of Public Policy.

Among the report's key conclusions:

Dodd-Frank has already made considerable progress in addressing
TBTF.  Higher capital standards and enhanced oversight, as well as
new legal authority to resolve large institutions, have sharply
lowered market expectations of future government rescues.
Breaking up the country's largest financial institutions would
impose significant costs to the economy.  Recent research points
to significant economies of scale and scope that promote
innovation and economic growth at large financial institutions.
The paper also highlights new consumer research on consumer
banking behavior in the wake of the crisis, showing that the
largest banks significantly increased their number of customer
accounts even as a wave of anti-bank populism gripped the nation.
Breaking up a big bank would be hard to do.  Policymakers would
need to define the "right" criteria as well as manage significant
transition costs of any break-up proposal.
Read the Report

The new report finds that there is little reason to believe that
breaking up the largest institutions would reduce risks in the
financial system over the long-term and may, in fact, exacerbate
them.  "Breaking up an institution with $2 trillion in assets
would not result in many easy-to-resolve small institutions," said
Mr. Elliott.  "Rather, it would likely result in a smaller number
of successor entities, engaged in similar activities as their
larger predecessor, but still operating at an impressive scale."

Instead, the report concludes that the measures established by
Dodd-Frank serve as a "middle-ground approach," striking a balance
between many of the core objectives of the proposals to break-up
big banks and a return to the pre-crisis status quo.  "These
reforms reduce the likelihood of a big bank failing, limit moral
hazard, and reduce the risk of future taxpayer bailouts," said
Mr. Baily, an FRRI co-chair and senior fellow and director of the
Business and Public Policy Initiative at The Brookings
Institution.  "At the least, we should give them time to work
before policymakers consider more radical changes."

                About the Bipartisan Policy Center

Founded in 2007 by former Senate Majority Leaders Howard Baker,
Tom Daschle, Bob Dole and George Mitchell, the Bipartisan Policy
Center (BPC) -- http://www.bipartisanpolicy.org/-- is a non-
profit organization that drives principled solutions through
rigorous analysis, reasoned negotiation and respectful dialogue.
With projects in multiple issue areas, BPC combines politically
balanced policymaking with strong, proactive advocacy and
outreach.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Victor F. Seijas, Jr. and Cecilia Seijas
   Bankr. S.D. Fla. ase No. 14-33499
      Chapter 11 Petition filed October 22, 2014

In re Robert L. Williams
   Bankr. M.D. Fla. Case No. 14-05189
      Chapter 11 Petition filed October 22, 2014

In re E Bruce Hutter
   Bankr. N.D. Ga. Case No. 14-70865
      Chapter 11 Petition filed October 22, 2014

In re Archie L. Jefferson
   Bankr. E.D. La. Case No. 14-12836
      Chapter 11 Petition filed October 22, 2014

In re First New Life Baptist Church, Inc.
   Bankr. D. Md. Case No. 14-26221
      Chapter 11 Petition filed October 22, 2014
         See http://bankrupt.com/misc/mdb14-26221.pdf
         Filed Pro Se

In re Rosemary T. Fruehling
   Bankr. D. Minn. Case No. 14-44278
      Chapter 11 Petition filed October 22, 2014

In re Roger's Borderwalk, Inc.
   Bankr. N.D.N.Y. Case No. 14-12328
      Chapter 11 Petition filed October 22, 2014
         See http://bankrupt.com/misc/nynb14-12328.pdf
         represented by: Justin A. Heller, Esq.
                         NOLAN & HELLER, LLP
                         E-mail: jheller@nolanandheller.com

In re Caroline D. Wyly
   Bankr. N.D. Tex. Case No. 14-35074
      Chapter 11 Petition filed October 22, 2014

In re Danny Ray Butler
   Bankr. N.D. Ala. Case No. 14-71859
      Chapter 11 Petition filed October 23, 2014

In re Glen Arthur Quilter
   Bankr. C.D. Cal. Case No. 14-30084
      Chapter 11 Petition filed October 23, 2014

In re Kingsway Capital Partners, LLC
   Bankr. N.D. Cal. Case No. 14-31532
      Chapter 11 Petition filed October 23, 2014
         See http://bankrupt.com/misc/canb14-31532.pdf
         Filed Pro Se

In re Beata M. Bogar
   Bankr. M.D. Fla. Case No. 14-12453
      Chapter 11 Petition filed October 23, 2014

In re Mahmoud Mike Askari
   Bankr. N.D. Fla. Case No. 14-40599
      Chapter 11 Petition filed October 23, 2014

In re Clarksburg Med Inc.
   Bankr. D. Md. Case No. 14-26334
      Chapter 11 Petition filed October 23, 2014
         See http://bankrupt.com/misc/mdb14-26334.pdf
         represented by: Morgan William Fisher, Esq.
                         LAW OFFICES OF MORGAN FISHER, LLC
                         E-mail: bk@morganfisherlaw.com

In re F. Whitenett & Son Trucking, Inc.
   Bankr. D. Mass. Case No. 14-42312
      Chapter 11 Petition filed October 23, 2014
         See http://bankrupt.com/misc/mab14-42312.pdf
         represented by: Wendy M. Mead, Esq.
                         WENDY M. MEAD, P.C.
                         E-mail: wendymeadpc@verizon.net

In re Beatrix Investments
   Bankr. D.N.J. Case No. 14-31571
      Chapter 11 Petition filed October 23, 2014
         See http://bankrupt.com/misc/njb14-31571.pdf
         represented by: George J. Cotz, Esq.
                         E-mail: cotzlaw2@aol.com

In re Dominic J. Esposito and Karleen M. Esposito
   Bankr. D.N.J. Case No. 14-31584
      Chapter 11 Petition filed October 23, 2014

In re Oliva Realty, LLC
   Bankr. N.D.N.Y. Case No. 14-12361
      Chapter 11 Petition filed October 23, 2014
         See http://bankrupt.com/misc/nynb14-12361.pdf
         represented by: Barbara A. Whipple, Esq.
                         E-mail: attybwhipple@gmail.com

In re Herbert Frison
   Bankr. E.D. Tex. Case No. 14-42259
      Chapter 11 Petition filed October 23, 2014

In re Jeffrey David Stewart
   Bankr. W.D. Wash. Case No. 14-17763
      Chapter 11 Petition filed October 23, 2014



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.


                  *** End of Transmission ***