TCR_Public/121009.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, October 9, 2012, Vol. 16, No. 281

                            Headlines

10 MAPLE: Bank Won't Be Sanctioned for Holding on to Funds
1039012 ONTARIO: Seeks Recognition of BIA Proceedings in Ontario
1039012 ONTARIO: Chapter 15 Case Summary
1555 WABASH: Proofs of Claim Due October 30
1617 WESTCLIFF: Amends List of 20 Largest Unsecured Creditors

1946 PROPERTY: Hiring Coffin & Driver as Bankruptcy Counsel
1946 PROPERTY: U.S. Trustee Unable to Form Committee
1946 PROPERTY: Files Schedules of Assets and Liabilities
360 GLOBAL: Files Form 10-K for Year 2007
4100 WEST GRAND: $1.6MM Transfer to TY Grand Not Fraudulent

A&S GROUP: Can Hire A. Keith Logue as Bankruptcy Counsel
A&S GROUP: Court Approves GGG Inc. as Financial Consultant
AKAL IX: Voluntary Chapter 11 Case Summary
ALLIED IRISH: Meets 9% Core Tier 1 Ratio EBA Recommendation
AMERICAN AIRLINES: Loses Bid to Stop Union Election

AMERICAN AIRLINES: Pilots Seek Stay of CBA Rejection Ruling
AMERICAN AIRLINES: Says Seat Problem Found After Grounding Planes
AMERICAN APPAREL: Had $51.1 Million Total Net Sales in September
AMERICAN ARCHITECTURAL: Proofs of Claim Due Nov. 11
AMG CAPITAL II: Fitch Rates Trust Preferred Securities 'BB-'

ANTS SOFTWARE: Rik Sanchez Appointed SVP - Worldwide Sales
ARCAPITA BANK: Unsecureds Balk at Terms of SP Financing
ARCAPITA BANK: Standard Chartered Opposes Silver Point Financing
ARCAPITA BANK: Mediation on Tide's Lift Stay Motion on Oct. 30
ASPEN GROUP: Has 5.6MM Shares Available for Issuance Under Plan

ATWATER PUBLIC: S&P Cuts SPUR on Wastewater Revenue Bonds to 'BB+'
AWAS AVIATION: S&P Puts 'BB' Corp. Credit Rating on Watch Positive
AXION INTERNATIONAL: Allen Kronstadt Discloses 30.5% Equity Stake
AXION INTERNATIONAL: Samuel Rose Discloses 36.1% Equity Stake
AXION INTERNATIONAL: MLTM Lending Discloses 28.6% Equity Stake

BALLARD POWER: Gets NASDAQ Non-Compliance Notice
BANKATLANTIC BANCORP: Inks 3-Year Servicing Pact with Bayview
BEAR ISLAND: Plan Confirmation Hearing Continued Until Oct. 17
BLUE COAT: S&P Gives 'BB-' Rating on $525-Mil. Credit Facilities
BUFFALO GULF: Moody's Affirms 'Ba1' Rating on $275MM Term Loan

BWAY HOLDING: S&P Puts 'B' CCR on Watch over Acquisition Agreement
CALPINE CORP: Fitch Rates $845-Mil. First Lien Notes 'BB/RR1'
CANNERY CASINO: Moody's Hikes Corp. Family Rating to 'B3'
CANTOR FITZGERALD: Moody's Lowers Senior Debt Ratings to 'Ba1'
CANYONS AT DEBEQUE: U.S. Trustee Unable to Form Creditors Panel

CARPENTER CONTRACTORS: Amends Credit Agreement for Exit Financing
CENTRAL EUROPEAN: Reports $1.3 Billion Restated Net Loss in 2011
CENTRAL EUROPEAN: Had $33.5-Mil. Net Loss in First Half of 2012
CENTRAL PLAINS: S&P Affirms 'B' Rating on 2 Revenue Bond Issues
CHINA GINSENG: Had $2.9-Mil. Net Loss in Fiscal 2012

CIRCLE ENTERTAINMENT: Borrows $285,000 from Directors, Officers
COMMUNICATIONS CORP: Moody's Affirms B3 CFR/PDR, Outlook Stable
CONTEC HOLDINGS: Court Confirms Plan of Reorganization
CORD BLOOD: Sells Stake in stellacure GmbH to Medivision
CORNER INVESTMENT: S&P Gives 'B-' Corp. Credit Rating; Outlook Neg

CUNNINGHAM LINDSEY: S&P Assigns 'B' Counterparty Credit Rating
CYCLONE POWER: Has $2.5-Mil. Stock Purchase Pact with GEM Global
DEWEY & LEBOEUF: Prosecutors Look Into Disclosures to Lenders
DEWEY & LEBOEUF: Jones Day May Seek Final Allowance of LAD Fees
DEWEY & LEBOEUF: Hiring Wescher as Auctioneer to Sell Artwork

DIALOGIC INC: Regains Compliance with NASDAQ's $1 Bid Price Rule
DIANA LYNN CARTEE: Case Summary & 4 Unsecured Creditors
DIGITAL DOMAIN: Rosen Law Firm Alerts Investors for Class Action
ELEPHANT TALK: Mobile and Security Revenue Up Roughly 106% Y/Y
EMMIS COMMUNICATIONS: Sells Emmis Interactive to Marketron

ENTERTAINMENT PROPERTIES: Fitch Rates $125 Million Notes 'BB'
EVANS OIL: Soneet Kapila Appointed as CRO and Interim Manager
EVANS OIL: SS&G Parkland OK'd to Provide Restructuring Services
EVANS OIL: Approved to Sell Assets Pursuant to Amended APA
FIRST UNION BAPTIST: Bronx Church Files Ch. 11 to Stop Foreclosure

FLETCHER INT'L: Files Schedules of Assets and Liabilities
FLETCHER INT'L: Richard J. Davis Appointed as Chapter 11 Trustee
FLETCHER INT'L: Meeting of Creditors Continued Until Oct. 12
FRIENDSHIP DAIRIES: Files List of 20 Largest Unsecured Creditors
FTMI REAL ESTATE: Fla. Assisted-Living Home Sold for $17-Mil.

GEOKINETICS INC: Holders Approve Director Exculpation Provision
GLOBAL AVIATION: Wins OK to Amend CBA With Pilots
GLOBAL AVIATION: Has Until Dec. 31 to Propose Chapter 11 Case
GLOBAL BANK: S&P Retains 'BB+/B' Foreign Currency Ratings
GRAYMARK HEALTHCARE: Amends Membership Purchase Pact with FHA

HILEX POLY: Moody's Affirms 'B3' Corp. Family Rating
HOMELAND SECURITY: Trevor Stoffer Named to Board of Directors
HBB REAL ESTATE: Voluntary Chapter 11 Case Summary
HRK HOLDINGS: Has Until Nov. 1 to Propose Chapter 11 Plan
IRVINE SENSORS: Extends Forbearance with PFG Until Oct. 31

ISTAR FINANCIAL: Moody's Assigns 'B1' Senior Secured Debt Rating
JOHN STANTON: Chapter 7 Trustee Seeks to Recover Rounder Stock
KEOWEE FALLS: Approved to Sell Substantially All Assets for $17MM
LAKELAND DEVELOPMENT: Governmental Proofs of Claim Due Oct. 31
LAKELAND DEVELOPMENT: Exclusivity Periods Extended Thru January

LAKELAND DEVELOPMENT: Has Authority to Use Cash Thru January
LAND O'LAKES: Moody's Assigns 'Ba1' CFR/PDR; Outlook Stable
LDK SOLAR: LDK New Energy Has Forbearance with Lenders for 1 Year
LEHMAN BROTHERS: Has Deal With European Unit for $38-Bil. Claims
LIN TELEVISION: Moody's Affirms 'B2' CFR; Rates Sr. Notes 'B3'

LOUISIANA RIVERBOAT: Files List of 20 Largest Unsecured Creditors
MACCO PROPERTIES: Plan Outline Hearing Set for Nov. 14
MANITOWOC CO: Moody's Affirms 'B2' CFR; Rates Senior Notes 'B3'
MANITOWOC CO: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
MBI ENERGY: S&P Withdraws 'B' CCR on Lack of Sufficient Info

MCJUNKIN RED: Moody's Raises Corp. Family Rating to 'B1'
MCJUNKIN RED: S&P Affirms 'B+' Corp. Credit Rating; Outlook Pos
MEDICAL ALARM: Sees Robust Sales from Promotional Activities
MF GLOBAL: $205MM Dispute With Conoco Goes to District Court
MICHAELS STORES: Moody's Upgrades Rating on $800MM Notes to 'B3'

MORGANS HOTEL: Amends Stockholder Rights Pact with Computershare
MULTISPECIALTY DEVELOPMENT: Case Summary & Unsecured Creditor
MUNDY RANCH: Judge David Thuma Won't Handle Chapter 11 Case
NESBITT PORTLAND: Can Use Lender's Cash Collateral Through Nov. 14
NESBITT PORTLAND: Taps Susi, Griffith as Bankruptcy Lawyers

NESBITT PORTLAND: Hiring Alvarez & Marsal as Financial Advisors
NESBITT PORTLAND: Files Amended List of Top 20 Unsecured Creditors
NET ELEMENT: Closes Merger with Cazador, Now Trades Under "NETE"
NEWPAGE CORP: Files Amended Joint Plan & Disclosure Statement
NEWPAGE CORP: Moody's Rates $500MM Sr. Secured Term Loan '(P)B1'

NEXEO SOLUTIONS: S&P Keeps 'B' Rating on $525MM Term Loan Facility
NEXSTAR BROADCASTING: S&P Puts 'B' CCR on Watch on Purchase Plans
NORTEL NETWORKS: Powers of CCAA Monitor Expanded
NRG INC: Moody's Affirms 'Ba3' CFR/PDR, Outlook Remains Negative
OAKLAND POLICE DEPARTMENT: Plaintiffs Seek Receivership

PATRIOT COAL: Sierra Opposing Extension of Deadline
PATRIOT COAL: Faruqi & Faruqi Probes Potential Securities Fraud
PATRIOT COAL: Time to Remove Pending Civil Actions Extended
PENNFIELD CORPORATION: Files for Ch. 11 With Offer From Carlisle
PENNFIELD CORP: Meeting to Form Creditors' Panel Set for Oct. 12

PETCO ANIMAL: Moody's Affirms 'B2' Corp. Family Rating
PLAZA NORTH: Case Summary & 20 Largest Unsecured Creditors
PRO MACH: Moody's Affirms 'B2' CFR/PDR; Outlook Stable
PW COMMERCIAL: Liable to Claims Against Pinewave Affiliate
RAHA LAKES: Real Estate Company Files Chapter 11 in Los Angeles

REALOGY INC: Moody's Lifts CFR to Caa1; Under Review for Upgrade
RIVER CANYON: Hires Seter Vander Wall as Counsel on UWSD Claim
ROOFING ATLANTA: Case Summary & 20 Largest Unsecured Creditors
ROOFING SUPPLY: Sr. Sec. Term Loan No Impact on Moody's 'B2' CFR
RYAN INTERNATIONAL: Must File Plan and Disclosures by Nov. 16

RYAN INTERNATIONAL: Financing Period Extended Until Nov. 16
RYAN INTERNATIONAL: Can Employ Plante & Moran as Tax Consultants
RYDER MEMORIAL: S&P Cuts Rating on $10MM Series 1996 Bonds to BB-
SANGUI BIOTECH: Accumulated Losses Cue Going Concern Doubt
SEARLE BLATT: Inventory, Trade Names to Be Sold for $200,000

SMART ONLINE: Sells Add'l $350,000 Convertible Subordinated Note
SPIRIT REALTY: S&P Raises Corporate Credit Rating to 'B' on IPO
SPRINT NEXTEL: Keith Cowan Staying with Company Until Jan. 2
STILLWATER ASSET: Involuntary Chapter 11 Case Summary
SUNOCO INC: Acquisition Cues Fitch to Lift Sr. Unsec. Note Rating

SUSAN M HUTSON: Updated Case Summary & Creditors' Lists
T3 MOTION: Due Date of Perry Trebatch Note Extended to Oct. 16
THETA CORP: Moody's Downgrades Counterparty Rating to 'Ba1'
THOMPSON CREEK: To Save $100MM Plus from New Mine Plan, Job Cuts
TOWNSHIP OF IRVINGTON: Moody's Affirms 'Ba1' Rating on G.O. Debt

TRANSTAR HOLDING: Term Loan Changes No Impact on Moody's Ratings
TWG CAPITAL: Court Clears to Auction Assets Next Month
UNIGENE LABORATORIES: Approves 2012 Employee Incentive Program
UPPER CRUST: Case Summary & 20 Largest Unsecured Creditors
VILLAGE OF RIVERDALE: Moody's Lowers GOULT Debt Rating to 'B2'

VISANT HOLDING: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg
W.R. GRACE: Targets 4th Qtr 2013 Emergence From Chapter 11
W.R. GRACE: CIM Urban Wants Claim Transfer Affirmed
W.R. GRACE: Asbestos PD & PI Liability Remains at $1.7 Billion
W.R. GRACE: EPA Proposes High Standards for Asbestos Clean-Up

WILSONART LLC: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
WILSONART LLC: S&P Assigns Preliminary 'B+' Corp. Credit Rating
WPCS INTERNATIONAL: Multiband Does Not Own Common Shares

* Moody's Says Private Student Loan Default Rate Remains High
* Moody's Says US Covenant Quality Hits Record Low in September
* Moody's Says US Local Government Sector Remains Negative

* Epiq Says Chapter 11 Bankruptcy Filings Reaching 4-Year Low
* McDonald Hopkins Elects Five New Members

* Large Companies With Insolvent Balance Sheets

                            *********

10 MAPLE: Bank Won't Be Sanctioned for Holding on to Funds
----------------------------------------------------------
Bankruptcy Judge Alan Jaroslovsky declined to impose sanctions on
Westamerica Bank for failing to turn over funds to the estate of
10 Maple Associates LLC immediately upon the Debtor's bankruptcy
filing.

According to the Judge, the time Westamerica held on to the funds
was only a few weeks, during which time 10 Maple suffered no real
harm, and the funds were eventually turned over voluntarily.

Prior to the petition date, 10 Maple initiated an out-of-court
work-out with Westamerica.  The parties signed a series of
standstill agreements, pursuant to which all tenants of 10 Maple's
property were instructed to remit their rent to a blocked account
maintained by Westamerica and Westamerica was given a security
interest in these funds.  Negotiations broke down, the standstill
agreements expired, and on Sept. 30, 2011, 10 Maple filed its
Chapter 11 petition.  10 Maple then requested turnover of the
funds in the blocked account, which continued to receive and
retain post-petition rents.  Westamerica held onto the funds until
Nov. 8, 2011, then turned them over.  Neither party disputes that
the funds in the blocked account were cash collateral of
Westamerica.

"The court does not feel that, under the circumstances of this
case, monetary sanctions are warranted," Judge Jaroslovsky said.

Judge Jaroslovsky, however, said Westamerica cannot charge
10 Maple, directly or indirectly, whether by affirmative claim or
setoff, for any attorneys' fees or other costs associated with its
retention of the blocked account.

A copy of the Court's Oct. 3, 2012 Memorandum on Motion for
Contempt is available at http://is.gd/eiQST1from Leagle.com.

                     About 10 Maple Associates

Based in Sonoma, California, 10 Maple Associates, LLC, was formed
as a tenancy in common for tax reasons in 2006 and remained as
such until late 2009, when it became a limited liability company.
There were 15 investors in the project, taking title as tenants in
common.

10 Maple filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case
No. 11-13639) on Sept. 30, 2011.  Judge Alan Jaroslovsky oversees
the case.  Michael St. James, Esq., at St. James Law P.C., serves
as the Debtor's counsel.  In its petition, 10 Maple estimated
assets and debts of $1 million to $10 million.  The petition was
signed by Leslie B. Seely, III, co-managing member.


1039012 ONTARIO: Seeks Recognition of BIA Proceedings in Ontario
----------------------------------------------------------------
The trustee of 1039012 Ontario Inc., doing business as Hummer
Transportation, an Ontario-based operator of intestate motor
carrier business, to stay any proceedings in the U.S., while it
undergoes a restructuring under the Bankruptcy and Insolvency Act
in Ontario, Canada.

The trustee filed a Chapter 15 petition (Bankr. S.D. Ind. Case No.
12-11797) in Indianapolis on Oct. 3

In October 2006, Kimberly Spoa-Harty and Jesse Harty commenced a
lawsuit against the Debtor and Hummer Transportation Inc. in
Valparaiso, Indiana.  In December 2010, the Indiana Court of
Appeals affirmed a judgment of $5.22 million against the Debtor
and Hummer.  In June 2011, insurer National Continental Insurance
Company paid the sum of $842,000 in partial satisfaction of the
judgment.

The Hartys also filed an involuntary Chapter 7 case against Hummer
(Bankr. E.D. Calif. Case No. 11-60663) on Sept. 26, 2011.

On Sept. 23, 2011, the Hartys filed an application pursuant to the
BIA in the Ontario Superior Court of Justice in Bankruptcy and
Insolvency.  In October 2011, the Ontario Court entered a
bankruptcy order, adjudging the Debtor a bankrupt and appointing
Pollard & associates Inc. as trustee.


1039012 ONTARIO: Chapter 15 Case Summary
----------------------------------------
Chapter 15 Debtor: 1039012 Ontario Inc.
                   dba Hummer Transportation
                   Pollard & Associates Inc., Trustee
                   31 Wright Street
                   Richmond Hill ON L4C4A2

Chapter 15 Case No.: 12-11797

Chapter 15 Petition Date: October 3, 2012

Court: Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Chapter 15 Debtor's Counsel: Edward R Cardoza, Esq.
                             Elliott D. Levin, Esq.
                             RUBIN & LEVIN, P.C.
                             342 Massachusetts Ave Ste 500
                             Indianapolis, IN 46204
                             Tel: (317) 860-2931
                             Fax: (317) 453-8617
                             E-mail: ecardoza@rubin-levin.net
                                     edl@rubin-levin.net

Estimated Assets: $500,000 to $1,000,000

Estimated Debts: $1,000,000 to $10,000,000

The petition was signed by Angela K. Pollard, president of Pollard
& Associates Inc.


1555 WABASH: Proofs of Claim Due October 30
-------------------------------------------
The U.S. Bankruptcy Court set Oct. 30, 2012, as the deadline for
creditors to file proofs of claim in the Chapter 11 case of 1555
Wabash LLC.  Governmental entities are required to send their
proofs of claim by Nov. 11, 2012.

1555 Wabash LLC owns and operates a 14-story mixed use building
located at 1555 South Wabash, in Chicago, Illinois.  The property
is comprised of 176 residential units plus 11,000 square feet of
commercial space located on the first floor of the building.  The
property was originally developed as condominium units to be sold
at designated sale prices to qualified buyers.  Construction
was generally completed as of the middle of 2009.  Only 36 of the
100 sale contracts closed.  As of the Petition Date, 1555 Wabash
leased 115 of the remaining 140 residential apartment units --
roughly 82% -- to qualified tenants, while the commercial space is
presently vacant.

1555 Wabash LLC filed for Chapter 11 protection (Bankr. N.D. Ill.
Case No. 11-51502) on Dec. 27, 2011, to halt foreclosure of the
property.  Judge Jacqueline P. Cox oversees the case.  David K.
Welch, Esq., at Crane Heyman Simon Welch & Clar, serves as the
Debtor's counsel.  The Debtor scheduled $90,055 in personal
property and said the current value if its condo building is
unknown.  The Debtor disclosed $51.6 million in liabilities.  The
petition was signed by Theodore Mazola, president of New West
Realty Development Corp., sole member and manager of the Debtor.


1617 WESTCLIFF: Amends List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
1617 Westcliff, LLC, filed with the U.S. Bankruptcy Court for the
Central District of California amended list of its 20 largest
unsecured creditors disclosing:

  Name of Creditor      Nature of Claim                   Amount
  ----------------      ---------------                   ------
Access Exterminator
Service, Inc.           Pest Control-Vendor                  $60

AT&T                    Utilities                            $31

Barry's Industrial
Services                Building Maintenance - Vendor     $1,755

Bemus Landscape         Landscape Services - Vendor       $1,070

California Coast
Plumbers, Inc.          Vendor                            $1,096

Cosco Fire Protection   Notice Purposes - Vendor         Unknown

Federal Express         Vendor                               $18

Gary & Shawn Rettig     Capital Account Contribution    $336,000
2651 Waverly Drive
Newport Beach, CA 92663

Healthy Buildings
International Inc.      Vendor                            $1,300

High Rise Glass & Door  Vendor                              $440

Horizon Lighting        Vendor                              $574

James White CPA         Billing Services - Vendor         $1,600

Keith S. Holland        Elevator Service - Vendor        Unknown

Keller, Weber & Debrott Attorneys Fess                  $160,000

Orange County Pest
Control                 Utilities                            $90

Sign Specialists Corp.  Vendor                               $41

Southern California
Edison                  Utilities                        $12,000

The Gas Company         Utilities                           $200

Universal Building
Maintenance             Janitorial Services               $7,635

Waste Management        Utilities                          $605

The original list of top unsecured creditors was reported in the
Aug. 8, 2012 edition of the TCR.

                       About 1617 Westcliff

1617 Westcliff, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-19326) on Aug. 2, 2012 in Santa
Ana.  The Debtor estimated assets of $10 million to $50 million
and liabilities of $1 million to $10 million.  Gary Rettig,
president of Rettig Portfolio, Inc., signed the Chapter 11
petition.

Bankruptcy Judge Mark S. Wallace oversees the case.  D. Edward
Hays, Esq., at Marshack Hays LLP, serves as the Debtor's counsel.


1946 PROPERTY: Hiring Coffin & Driver as Bankruptcy Counsel
-----------------------------------------------------------
1946 Property, LLC, has filed an amended application seeking
approval to employ Coffin & Driver, PLLC, as counsel.

Coffin & Driver will advise and represent the Debtor with respect
to all reorganization, litigation and general corporate law
matters, as well as any other matters that may arise in the
context of the Chapter 11 case.

Coffin & Driver will charge its normal billing rates for attorneys
and legal assistants.  Vickie L. Driver and Patrick J. Coffin will
charge their normal hourly rate of $345 for services rendered in
the case.  Coffin & Driver will provide associate attorney
assistance to the Debtor for hourly rates ranging from $150 to
$295 per hour, and legal assistant or law clerk services, when
appropriate, for hourly rates ranging from $50 to $115 per hour.
The firm will request reimbursement of out-of-pocket expenses.

As of Petition Date, the firm received a total of $5,000 in cash
retainer from non-debtor funds.  Additionally, since the Petition
Date, the firm has received a $20,000 in non-debtor funds.

The firm attests it is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

                        About 1946 Property

1946 Property, LLC, is a Texas liability company.  The Debtor's
sole manager is Edward Reiss.  The Debtor owns a 252-unit
condominium community located at 1946 Northeast Loop 410, in San
Antonio, Texas.  The Company filed a bare-bones Chapter 11
petition (Bankr. W.D. Tex. Case No. 12-52489) in San Antonio on
Aug. 7, 2012.  Bankruptcy Judge Leif M. Clark presides over the
case.  Vickie L. Driver, Esq., at Coffin & Driver, PLLC,
represents the Debtor.  In its petition, the Debtor estimated
$10 million to $50 million in assets and debts.


1946 PROPERTY: U.S. Trustee Unable to Form Committee
----------------------------------------------------
The United States Trustee said that an official committee under
11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case
of 1946 Property, LLC.

The United States Trustee has attempted to solicit creditors
interested in serving on the Unsecured Creditors' Committee from
the 20 largest unsecured creditors.  After excluding governmental
units, secured creditors and insiders, the U.S. Trustee has been
unable to solicit sufficient interest in serving on the Committee,
in order to appoint a proper Committee.

The U.S. Trustee reserves the right to appoint such a committee
should interest developed among the creditors.

                        About 1946 Property

1946 Property, LLC, is a Texas liability company.  The Debtor's
sole manager is Edward Reiss.  The Debtor owns a 252-unit
condominium community located at 1946 Northeast Loop 410, in San
Antonio, Texas.  The Company filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 12-52489) in San Antonio on Aug. 7, 2012.
Bankruptcy Judge Leif M. Clark presides over the case.  Vickie L.
Driver, Esq., at Coffin & Driver, PLLC, represents the Debtor.  In
its petition, the Debtor estimated $10 million to $50 million in
assets and debts.


1946 PROPERTY: Files Schedules of Assets and Liabilities
--------------------------------------------------------
1946 Property LLC filed with the Bankruptcy Court its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,292,760
  B. Personal Property               $54,097
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,853,459
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,537,977
                                 -----------      -----------
        TOTAL                    $10,346,858      $12,391,437

                        About 1946 Property

1946 Property, LLC, is a Texas liability company.  The Debtor's
sole manager is Edward Reiss.  The Debtor owns a 252-unit
condominium community located at 1946 Northeast Loop 410, in San
Antonio, Texas.  The Company filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 12-52489) in San Antonio on Aug. 7, 2012.
Bankruptcy Judge Leif M. Clark presides over the case.  Vickie L.
Driver, Esq., at Coffin & Driver, PLLC, represents the Debtor.  In
its petition, the Debtor estimated $10 million to $50 million in
assets and debts.


360 GLOBAL: Files Form 10-K for Year 2007
-----------------------------------------
360 Global Investments filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$36.30 million on $0 of revenue for the year ended Dec. 31, 2007,
compared with a net loss of $89.12 million on $17.26 million of
revenue for the year ended Dec. 31, 2006.

The Company's balance sheet at Dec. 31, 2007, showed $250,000 in
total assets, $250,000 in total liabilities and $0 in total
stockholders' equity.

The Hall Group, CPAs, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2007.  The independent auditors noted that the
Company has suffered significant losses and will require
additional capital to develop its business until the Company
either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its working capital requirements.
In addition, the Company has filed for Chapter 11 bankruptcy
protection in order to reorganize and work out its debt
arrangements.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/8QSQal

On Dec. 12, 2008, 360 Global's Disclosure Statement and Plan of
Reorganization was confirmed by United States Bankruptcy Court for
the District of Nevada.

As described in the Global Plan, the Company's business plan is
made up of two activities.  First, undertaking the administrative,
accounting, SEC related, and all other work necessary to prepare
and file updated financial statements and annual and quarterly
reports with the SEC and any other governmental organizations, in
order to re-establish Reorganized Global as a fully reporting
public company and re-list its common stock on a nationally
recognized stock exchange or market quotation system.

To accomplish this goal, Reorganized Global's plan is to complete
the following SEC filings, which Reorganized Global will complete
as soon as practical taking into account the general economic
climate:

    * 10Q for the 3rd quarter of 2007 - already filed
    * 10K annual report and audit for the year ended Dec. 31, 2007
    * 10Q for the 1st quarter of 2008
    * 10Q for the 2nd quarter of 2008
    * 10Q for the 3rd quarter of 2008
    * 10K annual report and audit for the year ended Dec. 31, 2008
    * 10Q for the 1st quarter of 2009
    * 10Q for the 2nd quarter of 2009
    * 10Q for the 3rd quarter of 2009
    * 10K annual report and audit for the year ended Dec. 31, 2009
    * 10Q for the 1st quarter of 2010
    * 10Q for the 2nd quarter of 2010
    * 10Q for the 3rd quarter of 2010
    * 10K annual report and audit for the year ended Dec. 31, 2010
    * 10Q for the 1st quarter of 2010
    * 10Q for the 2nd quarter of 2010
    * 10Q for the 3rd quarter of 2010
    * 10K annual report and audit for the year ended Dec. 31, 2010
    * 10Q for the 1st quarter of 2011
    * 10Q for the 2nd quarter of 2011
    * 10Q for the 3rd quarter of 2011
    * 10K annual report and audit for the year ended Dec. 31, 2011
    * 10Q for the 1st quarter of 2012

                          About 360 Global

360 Global Investments, formerly 360 Global Wine Company, is a
publicly traded investment holding company that has invested in a
number of diverse business activities and that has targeted a
number of industries for future investment.  360 Global is
domiciled in the state of Nevada and its corporate headquarters
are located in Los Angeles, Calif.

360 Global Wine Company, Inc., filed for Chapter 11 protection
(Bankr. D. Nev. Case No. 07-50205) on March 7, 2007.


4100 WEST GRAND: $1.6MM Transfer to TY Grand Not Fraudulent
-----------------------------------------------------------
4100 West Grand, LLC, failed to advance on its lawsuit against TY
Grand LLC to avoid and recover transfers alleged to be fraudulent
pursuant to 11 U.S.C. Sections 544, 548 and 740 ILL. COMP. STAT.
Sections 160/5 and 160/6.  Bankruptcy Judge Jacqueline P. Cox in
Chicago entered judgment for TY Grand, holding that the Debtor
received more than what was transferred to the Defendant.

Chicago-based TY Grand is engaged in the business of making loans
on real estate.  TY Grand acquired interest in a 2007 loan
extended by Charter One Bank to the Debtor.  The $2.1 million loan
was secured by commercial real estate located at 4100 West Grand
Avenue, Chicago, Illinois.  On Dec. 31, 2010, the Debtor defaulted
on the Loan.

Royal Bank of Scotland, successor in interest to Charter One Bank,
assigned the Loan Documents to TY Grand on March 29, 2011.  The
Loan Documents were purchased by TY Grand for $515,000.  The
Debtor contributed $110,000 of the sale price.  The remaining
$405,000 was paid by TY Grand.  Pursuant to the transactions, the
Debtor was then liable on the $2.5 million debt to TY Grand.

Eventually, TY Grand received $485,000 from the Debtor's estate
before Sept. 29, 2011, and property worth $1,115,000 on Sept. 30,
2011.

According to Judge Cox, TY Grand received $1,600,000 whereas the
Debtor received a release of a $2.5 million debt.  Fraudulent
transfer liability is triggered when a plaintiff receives less
than what was transferred, the judge pointed out.

The lawsuit is, 4100 WEST GRAND LLC, Plaintiff, v. TY GRAND LLC,
Defendant, Adv. Proc. No. 11-02278 (Bankr. N.D. Ill.).  A copy of
the Court's Oct. 4, 2012 Memorandum Opinion is available at
http://is.gd/JF6dJUfrom Leagle.com.

4100 West Grand LLC, owner of a commercial real estate located at
4100 West Grand Avenue, Chicago, Illinois, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 11-42873) on Oct. 22, 2011.
Richard L. Hirsh & Associates PC serves as the Debtor's counsel.
In its petition, the Debtor scheduled assets of $1,049,689 and
debts of $1,067,749.  A list of the Company's 18 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb11-42873.pdf The petition was
signed by Ljubomir Sopcic, managing member.


A&S GROUP: Can Hire A. Keith Logue as Bankruptcy Counsel
--------------------------------------------------------
A&S Group, Inc., sought and obtained permission from the U.S.
Bankruptcy Court to employ A. Keith Logue as attorney.

The firm attests it is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

Mr. Logue will undertake this representation at his standard
hourly rate of $350.

Mr. Logue received a retainer of $10,000.

                          About A&S Group

Tucker, Georgia-based A&S Group, Inc., aka A&S Marbel and Granite
Imports, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
12-72662) in Atlanta, on Sept. 9, 2012.  The Debtor is an importer
and distributor of decorative ceramic tile and mosaics, and
natural stone products, most of which are used for wall and floor
applications and counter and table tops in residential and
commercial properties.  The Debtor's customer base includes local,
regional and national retailers, home centers, developers and
retailers.

Judge Wendy L. Hagenau oversees the case.  The Law Office of A.
Keith Logue, Esq., serves as the Debtor's counsel.  The Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Sami Durukan, president.


A&S GROUP: Court Approves GGG Inc. as Financial Consultant
----------------------------------------------------------
A&S Group, Inc. sought and obtained permission from the U.S.
Bankruptcy Court to employ GGG, Inc., as financial and
restructuring consultant.

The firm will, among other things, provide these services:

   a. analysis of the Debtor's financial condition and cash needs;

   b. analysis of the Debtor's restructuring options; and

   c. location of and obtaining of cash to fund a restructuring
      (if necessary).

Katie S. Goodman, the managing partner for GGG, is expected to be
the primary person working on the case.  She is billed at the rate
of $350.  Should other partners work on the case they will bill at
the rate of $300 per hour.

GGG and Ms. Goodman attest that they are "disinterested persons"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                          About A&S Group

Tucker, Georgia-based A&S Group, Inc., aka A&S Marbel and Granite
Imports, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
12-72662) in Atlanta, on Sept. 9, 2012.  The Debtor is an importer
and distributor of decorative ceramic tile and mosaics, and
natural stone products, most of which are used for wall and floor
applications and counter and table tops in residential and
commercial properties.  The Debtor's customer base includes local,
regional and national retailers, home centers, developers and
retailers.

Judge Wendy L. Hagenau oversees the case.  The Law Office of A.
Keith Logue, Esq., serves as the Debtor's counsel.  The Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Sami Durukan, president.


AKAL IX: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: AKAL IX Management LLC
        aka LaQuinta Inn & Suites
        6501 Henneman Way
        McKinney, TX 75070

Bankruptcy Case No.: 12-42734

Chapter 11 Petition Date: October 4, 2012

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

Debtor's Counsel: John J. Gitlin, Esq.
                  LAW OFFICES OF JOHN GITLIN
                  5339 Spring Valley Rd.
                  Dallas, TX 75254
                  Tel: (972) 385-8450
                  E-mail: johngitlin@gmail.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Parminder Singh, manager.


ALLIED IRISH: Meets 9% Core Tier 1 Ratio EBA Recommendation
-----------------------------------------------------------
Allied Irish Banks, p.l.c., notes the announcements made by the
European Banking Authority and the Central Bank of Ireland
regarding the final assessment of the capital exercise and
fulfilment of the EBA December 2011 Recommendation, which shows
the following result for Allied Irish Banks, p.l.c.

Allied Irish meets the 9% Core Tier 1 ratio including the
sovereign buffer as stated in the EBA December 2011
recommendation.

The EBA Recommendation on the creation of temporary capital
buffers to restore market confidence was adopted by the Board of
Supervisors on Dec. 8, 2011, to address the difficult situation in
the EU banking system, especially with regard to the sovereign
exposures, by restoring stability and confidence in the markets.
The Recommendation was part of a suite of measures agreed at EU
level.

The Recommendation called on National Authorities to require banks
included in the sample to strengthen their capital positions by
building up an exceptional and temporary buffer such that their
Core Tier 1 capital ratio reaches a level of 9% by the end of June
2012.  In addition, banks were required to an exceptional and
temporary capital buffer against sovereign debt exposures to
reflect market prices as at the end of September 2011.  The amount
of the sovereign capital buffer has not been revised.

The initial sample of the Capital Exercise included 71 banks.
However, the 6 Greek banks were treated separately as the country
is currently under an EU/IMF assistance programme.  Moreover, four
banks (oesterreichische Volksbank AG, Dexia, WestLB AG and Bankia)
from the original sample have been identified as undergoing a
significant restructuring process, and are being monitored
separately.  Therefore, the final assessment published today
refers to 61 banks.

                      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.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.


AMERICAN AIRLINES: Loses Bid to Stop Union Election
---------------------------------------------------
American Airlines Inc. lost a court fight in its effort to block a
vote by passenger service agents on whether to unionize, according
to an October 3 report by Reuters.

The decision handed down by the U.S. Court of Appeals for the
Fifth Circuit in New Orleans reverses an earlier ruling by U.S.
District Judge Terry Means in Fort Worth, Texas, that blocked the
agents' union election from going forward.

In a two-page order, the appeals court said the trial court "erred
in exercising its jurisdiction."  It said review of National
Mediation Board decisions was only warranted when the board has
committed "egregious error," Reuters reported.

American Airlines sued the National Mediation Board in May to stop
the union election by nearly 10,000 passenger service agents.
Judge Means blocked the vote, saying the board exceeded its
authority when it authorized an election, according to an October
3 report by Bloomberg News.

The Communications Workers of America, which is seeking to
represent the agents, welcomed the decision.  "For passenger
service agents at American Airlines who have been fighting for a
union voice for 15 years, this is extremely good news," CWA said
in a statement.

Chuck Porcari, a CWA spokesman, said the National Mediation Board
will now need to schedule a new vote.  He said the vote had
initially been scheduled for between June and August 2012.

The appeals court's ruling is a setback for American Airlines,
which is seeking to cut labor costs.  The airline has negotiated
cost-cutting deals with flight attendants, mechanics and other
workers, and has won court approval to cancel its labor agreement
with pilots.

The case is American Airlines Inc. v. National Mediation Board,
12-10680, U.S. Court of Appeals for the Fifth Circuit (New
Orleans).

                          About AMR Corp.

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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

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

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Pilots Seek Stay of CBA Rejection Ruling
-----------------------------------------------------------
AMR Corp. is blocking efforts by American Airlines pilots to put
on hold temporarily a bankruptcy court's ruling until a higher
court hears their appeal to review the decision.

The decision issued by the U.S. Bankruptcy Court for the Southern
District of New York on September 5 authorized American Airlines
Inc., an AMR subsidiary, to throw out its labor contract with the
pilots.  The cancellation of the contract prompted the Allied
Pilots Association, a union representing American Airlines'
pilots, and two other groups to file appeals to review the
decision.

The two groups are represented by New York-based Seham, Seham,
Meltz & Petersen LLP, and Virginia-based Highsaw Mahoney & Clarke
PC.  They want the higher court to determine whether the
bankruptcy court correctly concluded that AMR met the requirements
for the cancellation of the labor contract, among other issues.

AMR lawyer, Todd Duffield, Esq., at Weil Gotshal & Manges LLP, in
New York, said there is no "legal or factual basis" for temporary
suspension of the September 5 ruling and to delay what is
considered a "crucial piece" of American Airlines' restructuring.

The committee representing AMR's unsecured creditors also opposes
the temporary suspension of the September 5 ruling, saying the
pilots "failed to sustain the heavy burden" necessary to obtain a
stay pending appeal pursuant to U.S. bankruptcy law.

Meanwhile, APA expressed fear the changes AMR made in the labor
contract could cause "irreparable injury" to the pilots.  The
changes include the elimination of medical services plan coverage
for pilots who retire after the changes come into effect.

                          About AMR Corp.

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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

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

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Says Seat Problem Found After Grounding Planes
-----------------------------------------------------------------
An internal investigation has revealed improperly installed clamps
caused some seats to loosen in six of American Airlines Inc.'s
aircraft, according to an October 3 report by Reuters.

The company said it had temporarily grounded eight aircraft after
some seats came loose on two flights.

"Our maintenance and engineering teams have discovered that the
root cause is a saddle clamp improperly installed on the foot of
the row leg," American Airlines said in a statement.

The company said the Federal Aviation Administration is aware of
the internal review and its findings, Reuters reported.

                          About AMR Corp.

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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

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

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN APPAREL: Had $51.1 Million Total Net Sales in September
----------------------------------------------------------------
American Apparel, Inc., announced preliminary sales for the month
ended Sept. 30, 2012, and reported that total net sales on a
preliminary basis increased 10% to $51.1 million when compared to
the month ended Sept. 30, 2011.  Between the same periods,
comparable retail and online sales on a preliminary basis
increased an estimated 15% and wholesale net sales increased an
estimated 1%.  For the quarter ended Sept. 30, 2012, total net
sales increased an estimated 15% to $162.6 million, comparable
retail and online sales increased an estimated 21% and wholesale
net sales increased an estimated 6%.

The following delineates the components of the increases for each
of the months and the quarterly period ended Sept. 30, 2012, when
compared to the corresponding months and quarter of the prior
year:

                                July    Aug.    Sept.  2012 Q3
                                ----   -----    -----  -------
  Comparable Store Sales         20%    27%      14%     21%
  Comparable Online Sales        26%    20%      19%     21%
  Comparable Retail & Online     21%    26%      15%     21%
  Wholesale Net Sales             6%    12%       1%      6%

"We are again pleased with our retail store, direct to consumer
and wholesale sales," said Dov Charney, Chief Executive Officer
and Chairman of the Board.  "I'm particularly encouraged by the
strength of our full price business and overall unit sales, and
excited that our retail segment growth compares against positive
results from the prior year.  This past month aligned with our
internal expectations, and we anticipate that both our retail and
wholesale segments will experience continued sales momentum
heading into October and the Holiday selling season.  Assuming our
sales and EBITDA growth hold through the 4th quarter, we believe
that we will be in a position to refinance our existing high cost
debt and reduce our cost of capital."

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company reported a net loss of $39.31 million in 2011 and a
net loss of $86.31 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$326.72 million in total assets, $297.80 million in total
liabilities, and $28.91 million in total stockholders' equity.


AMERICAN ARCHITECTURAL: Proofs of Claim Due Nov. 11
---------------------------------------------------
The U.S. Bankruptcy Court has set on Nov. 11, 2012, as the last
day for creditors to file proofs of claim against American
Architectural, Inc.  Deadline for governmental entities to file
proofs of claim is Dec. 12, 2012.

Bensalem, Pennsylvania-based American Architectural, Inc., and
Advanced Acquisitions, LLC, filed for Chapter 11 bankruptcy
(Bankr. E.D. Pa. Case Nos. 12-15818 and 12-15819) on June 15,
2012.  Judge Magdeline D. Coleman oversees the case.  Maschmeyer
Karalis P.C. serves as the Debtors' general bankruptcy counsel.
Douglas Ziegler LLC serves as accountants.

American Architectural provides quality building enclosures.
Advanced Acquisitions is the beneficial owner of a 98,000 square
feet facility in Bensalem, which houses AAI's offices and
manufacturing plant.  AAI has 49 employees.

AAI completed work on many high profile projects in New York
including, the AOL/Time Warner facility at Columbus Circle, the
Lincoln Center, the Museum of Arts and Design, the New York
Historical Society, and the JetBlue Terminal 5 at JFK
International Airport, to name just a few of noteworthy projects.
Recently, AAI completed the east coast's largest canopy for
Goldman Sachs and has recently closed its fourth major World Trade
Center rebuild project.

The petitions were signed by John Melching, president and CEO.

The Debtors listed assets of $3,874,952 and liabilities of
$2,912,684.


AMG CAPITAL II: Fitch Rates Trust Preferred Securities 'BB-'
------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to Affiliated Managers
Group Inc.'s (AMG) $125 million senior unsecured retail notes.
The notes have a coupon of 5.25% and will mature on Oct. 15, 2022.

The notes will be callable, in whole or part, at any time on or
after Oct. 15, 2015 at the issuer's option.  The notes will rank
equally with AMG's other unsecured debt outstanding.  Proceeds
from the issuance will be used to repay borrowings under AMG's
unsecured revolving credit facility.  As of Sept. 28, 2012, AMG
had $195 million outstanding under its revolving credit facility.

Given that the proceeds from the new issuance will be used to
repay outstanding borrowings under the revolving credit facility,
Fitch does not envision there being a material impact on the
company's leverage levels as a result of the issuance.

Leverage, measured as gross debt to trailing 12 months adjusted
EBITDA, was 2.35x at the second quarter of 2012.

Rating Drivers and Sensitivities

AMG's ratings reflects its growing scale in the asset management
space, solid investment performance by its affiliates, strong cash
flow generation, and adequate leverage and interest coverage
ratios.  Ratings also factor in the company's inherent exposure to
volatility in broader financial markets.

Improvement in current leverage and interest coverage metrics and
consistent operating and investment performance could lead to
positive rating action.  Conversely, aggressive acquisitions
funded by increased debt levels, material deterioration in
leverage or interest coverage ratios, sustained investment
underperformance at major affiliates, significant increase in
equity puts by affiliates leading to liquidity issues, and/or
unexpected operational losses or significant net outflows, could
lead to negative rating action.

Fitch currently rates AMG as follows:

Affiliated Managers Group Inc.

  -- Long-term Issuer Default Rating (IDR) 'BBB-';
  -- Senior bank credit facility 'BBB-';
  -- Senior convertible notes 'BBB-';
  -- Senior unsecured retail notes 'BBB-'.

AMG Capital Trust I
AMG Capital Trust II

  -- Trust preferred securities 'BB-'.

The Rating Outlook is Stable.


ANTS SOFTWARE: Rik Sanchez Appointed SVP - Worldwide Sales
----------------------------------------------------------
The ANTs software, Inc. Board of Directors, appointed Rik Sanchez
as Senior Vice President of Worldwide Sales and an officer of the
company, effective Oct. 1, 2012.

                        About Ants Software

ANTs Software inc (OTC BB: ANTS) -- http://www.ants.com/-- has
developed a software solution, ACS, to help customers reduce IT
costs by consolidating hardware and software infrastructure and
eliminating cost inefficiencies.  ACS is an innovative middleware
solution that accelerates database consolidation between database
vendors, enabling application portability.

ANTs has not filed financial statements with the Securities and
Exchange Commission since May 2011, when it disclosed that it had
a net loss of $27.01 million in three months ended March 31, 2011,
compared with a net loss of $20.7 million in the same period in
2010.

The Company's balance sheet at March 31, 2011, showed
$27.2 million in total assets, $52.3 million in total liabilities,
and a stockholders' deficit of $25.1 million.

As reported in the TCR on April 8, 2011, WeiserMazars LLP, in New
York, expressed substantial doubt about ANTs software's ability to
continue as a going concern, following the Company's 2010 results.
The independent auditors noted that the Company has incurred
significant recurring operating losses, decreasing liquidity, and
negative cash flows from operations.

The Company reported a net loss of $42.4 million for 2010,
following a net loss of $23.3 million in 2009.


ARCAPITA BANK: Unsecureds Balk at Terms of SP Financing
-------------------------------------------------------
The Official Committee of Unsecured Creditors of Arcapita
Bank B.S.C.(c), et al., has filed a limited objection to the
Debtors' motion to authorization to enter into a financing
commitment letter with Silver Point Finance, LLC, for a
US$150 million Shari'ah compliant DIP financing facility and to
incur related fees, expenses and indemnities.

The Committee argued:

1. The Commitment Papers unfairly impose significant obligations
   on the Debtors while Silver Point remains uncommitted to
   providing financing.

2. As currently drafted, the material adverse effect clause is
   unreasonably broad and creates an unjustifiable risk that
   Silver Point can abandon its lending commitment without any
   penalty.  "Notably, the Debtors remain obligated to pay Silver
   Point the Commitment Fee and reimburse it for the expenses
   incurred even if Silver Point fails to fund the facility as a
   result of invoking the material adverse effect
   clause.  Thus, even after the satisfaction of the Commitment
   Conditions, Silver Point continues to enjoy a free option to
   walk away from its commitment."

3. The Term Sheet also provides that, while the DIP Collateral
   does not include actions for preferences, fraudulent
   conveyances, and other avoidance power claims under Chapter 5
   of the Bankruptcy Code, the proceeds of any such actions will
   be available to pay administrative claims of Silver Point or
   other participants in the financing.  "It is inappropriate for
   the Debtors to earmark such proceeds for a secured lender and
   allow Silver Point to receive a priority interest in the funds
   that should be preserved for the general unsecured
   creditors.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on
March 19, 2012.  The Debtors said they do not have the liquidity
necessary to repay a US$1.1 billion syndicated unsecured facility
when it comes due on March 28, 2012.

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

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

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

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

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

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

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


ARCAPITA BANK: Standard Chartered Opposes Silver Point Financing
----------------------------------------------------------------
Standard Chartered Bank, which asserts a security interest over
the shares of Arcapita LT Holdings Limited, AEID II Holdings
Limited, WindTurbine Holdings Limited, and RailInvest Holdings
Limited, has filed a limited objection to Arcapita Bank B.S.C.(c),
et al.'s motion for authorization to enter into a financing
commitment letter with Silver Point Finance, LLC, for a US$150
million Shari'ah compliant DIP financing facility and to incur
related fees, expenses and indemnities.

Debtors' sole secured creditor and the sole creditor of the SCB
Subsidiaries under two US$50,000,000 secured Shari'ah compliant
murabaha facilities.  The obligations under the SCB Secured
Facilities are secured by eight equitable mortgages over the
shares of each of the SCB Subsidiaries.

As reported in the TCR on Sept 28, 2012, the commitment is subject
to (a) satisfactory completion of Silver Point's due diligence and
(b) receipt of final Silver Point credit committee approval.  Once
the Debtors receive notice that the subject conditions precedent
are satisfied, Silver Point will be entitled to a 1.50% Commitment
Fee.  In the event that the Commitment Letter is terminated as a
result of the Debtors' negotiation or execution of any alternative
financing proposal, Silver Point will be entitled to a fee equal
to 0.75% of the amount of the facility.  Silver Point will be
entitled to reimbursement up to $900,000 for all reasonable and
documented fees and expenses.

Standard Chartered says the Silver Point DIP Facility cannot be
approved by the Court as currently proposed.  "The Silver Point
DIP Facility, while technically taking a junior lien on the shares
of the SCB Subsidiaries, would receive guaranty claims and
administrative claims against each of the SCB Subsidiaries and
Silver Point appears to have the right to receive security over
all material non-Debtor assets of the Arcapita group, including
the assets of each of the SCB Subsidiaries."

"Despite the Debtors' statements to the Court that the proposed
Silver Point DIP Facility would not prime Standard Chartered's
positions, that is exactly what the Senior Claims and the Senior
Security do," the Bank said.

In addition, the Bank says the Silver Point DIP Facility proposes
to be a single draw facility notwithstanding the fact that the
Debtors do not have an immediate need for the full facility.
"This is a blatant attempt to extract as much financial gain as
possible at the expense of the Debtors' estates and to accelerate
the approval of the full Silver Point DIP Facility so that parties
in interest, including Standard Chartered, will have as little
time as possible for appropriate document and deposition discovery
and preparation for the valuation trial that will be required if
the Debtors insist on moving forward with a defective financing
proposal."

Standard Chartered also objects to the motion to the extent that
the approval of the Commitment Letter would by extension approve
or be considered to approve the payment of up to 100% of Silver
Point's expenses and the payment of the Commitment Fee.

Standard Chartered is represented by:

          Michael J. Sage
          Brian E. Greer
          Nicole B. Herther-Spiro
          DECHERT LLP
          1095 Avenue of the Americas
          New York, NY 10036-6797
          Tel: (212) 698-3500
          Fax: (212) 698-3599
          E-mail: michael.sage@dechert.com
                  brian.greer@dechert.com
                  nicole.herther-spiro@dechert.com

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on
March 19, 2012.  The Debtors said they do not have the liquidity
necessary to repay a US$1.1 billion syndicated unsecured facility
when it comes due on March 28, 2012.

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

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

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

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

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

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

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


ARCAPITA BANK: Mediation on Tide's Lift Stay Motion on Oct. 30
--------------------------------------------------------------
A status report/status update regarding the Falcon Gas Storage
Company, Inc. litigation was filed by Arcapita Bank B.S.C.(c), et
al. on Oct. 4, 2012, with the Bankruptcy Court.

Prior to the petition date in the Debtors' Chapter 11 cases, Tide
Natural Gas Storage I, LP, and Tide Natural Gas Storage II, LP,
filed an action in the U.S. District Court for the Southern
District of New York against Falcon Gas Storage Company, Inc.,
Arcapita Bank B.S.C.(c), and Arcapita Inc., alleging breach of
contract and "fraud in the inducement," among other things in
relation to the 2010 sale of a natural gas storage business.  Tide
Natural Gas Storage I, L.P. v. Falcon Gas Storage Co., Inc., Case
No. 10-cv-05821-KMW (S.D.N.Y.) (before Judge Kimba Wood).  At
issue in the District Court Action is the ownership of all of the
escrow funds placed in escrow with HSBC Bank USA, N.A., in
connection with Tide's purchase of all of Falcon's interest in
NorTex Gas Storage Company, LLC.

In March 2012, Arcapita Bank and five of its subsidiaries filed
voluntary petitions under Chapter 11 of the Bankruptcy Code.

On April 12, 2012, John M. Hopper, et al. filed a Motion to
Intervene in the District Court Action.

On April 30, 2012, Falcon Gas Storage Company, Inc., filed a
voluntary petition under Chapter 11 of the Bankruptcy Code.

On May 16, 2012, the District Court entered a stipulation and
order, which recognized that the District Court Action had been
stayed pursuant to 11 U.S.C. Section 362(a).

On May 21, 2012, the Hopper Parties filed an adversary proceeding
against Falcon in the Bankruptcy Court seeking the immediate
payment of the $8.25 million of funds held in escrow in connection
with the sale of the natural gas storage business.  The Hopper
Adversary has been assigned Case No. 12-01662 (SHL).  The Hopper
Parties claim that right, title and interest in $8.25 million of
the Escrow Funds has vested in Falcon and has been assigned to the
Hopper Parties.

On June 25, 2012, Tide filed a motion for an order lifting the
automatic stay pursuant to 11 U.S.C. Section 362(d) so that it may
liquidate its claims against Falcon Gas and Arcapita Bank in the
District Court Action.

On June 27, 2012, the Hopper Parties filed their opposition to
Tide's Lift Stay Motion.  On June 29, 2012, the Debtors filed its
objection to Tide's Lift Stay Motion and the Official Committee of
Unsecured Creditors filed a Joinder to the Debtors' objection to
Tide's Lift Stay Motion.

On July 31, 2012, Tide filed its reply to the objections of the
Debtors, the Hopper Claimants and the Committee to Tide's Lift
Stay Motion.

On Aug. 1, 2012, the Bankruptcy Court held a hearing to consider
the Lift Stay Motion and the various objections and replies to the
Lift Stay Motion.  At the hearing, the parties discussed mediating
the dispute and Court adjourned the hearing on the Lift Stay
Motion so that the parties could pursue mediation.

A mediation is currently scheduled for Oct. 30, 2012, before the
Honorable John S. Martin (Ret).  The parties will file mediation
briefs with the mediator prior to the mediation.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on
March 19, 2012.  The Debtors said they do not have the liquidity
necessary to repay a US$1.1 billion syndicated unsecured facility
when it comes due on March 28, 2012.

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

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

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

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

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

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

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


ASPEN GROUP: Has 5.6MM Shares Available for Issuance Under Plan
---------------------------------------------------------------
Effective Sept. 28, 2012, Aspen Group, Inc., increased the
authorized shares available under its 2012 Equity Incentive Plan
to 5,600,000 shares.

The Company granted 100,000 five-year stock options to John
Scheibelhoffer, Michael D'Anton, Paul Schneier, C. James Jensen
and David Pasi, directors of the Company, replacing the stock
options granted to these directors by Aspen University, Inc., the
Company's wholly-owned subsidiary, in May 2011.  One-third of the
options are fully vested and the remaining will vest in two equal
annual increments with the first vesting date being May 20, 2013,
subject to continued service as of each applicable vesting date.
The options are exercisable at $0.35 per share.

Sanford Rich, a director, was granted 100,000 five-year stock
options exercisable at $0.35 per share.  The options will vest in
equal annual increments over a three year period with the first
vesting date being March 15, 2013, subject to continued service as
of each applicable vesting date.

Effective Sept. 28, 2012, the Company granted Michael Mathews, the
Company's Chief Executive Officer and Chairman of the Board,
2,900,000 five-year options exercisable at $0.35 per share,
assuming the Company raises $3,500,000 in an offering of the
Company's securities.  If less than $3,500,000 is raised in the
Private Placement, the number of options will be reduced pro-rata
based on the actual amount of money raised in the Private
Placement so that Mr. Mathews owns approximately 10% of the
Company.  As previously reported, the Company has raised
$2,757,000 in the Private Placement.  The options will vest in
equal annual increments over four years, with the first vesting
date being Sept. 28, 2013, subject to continued employment as of
each applicable vesting date.

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88% of the Company's degree-
seeking students (as of June 30, 2012) were enrolled in graduate
degree programs (Master or Doctorate degree program).  Since 1993,
the Company has been nationally accredited by the Distance
Education and Training Council, a national accrediting agency
recognized by the U.S. Department of Education.

The Company's balance sheet at June 30, 2012, showed $3.7 million
in total assets, $5.6 million in total liabilities, and a
stockholders' deficit of $1.9 million.

The Company had a net loss allocable to common stockholders of
$3.5 million and negative cash flows from operations of
$2.0 million for the six months ended June 30, 2012.  "The
Company's ability to continue as a going concern is contingent on
securing additional debt or equity financing from outside
investors.  These matters raise substantial doubt about the
Company's ability to continue as a going concern."


ATWATER PUBLIC: S&P Cuts SPUR on Wastewater Revenue Bonds to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
(SPUR) on Atwater Public Financing Authority, Calif.'s wastewater
revenue bonds, issued for Atwater, one notch to 'BB+' from 'BBB-'.

The rating remains on CreditWatch with negative implications where
the rating service placed it on Sept. 21, 2012.

"The downgrade reflects Standard & Poor's opinion that reversing
the city's financial condition will be difficult, evidenced by
Atwater's Oct. 3, 2012, declaration of a state of fiscal emergency
under case law. The emergency declaration reflects the structural
deficits in nearly every major operating fund of the city and the
wastewater system's reliance on those funds for working capital,"
S&P said.

"While Atwater can now act more unilaterally to reduce certain
operating expenses, such as payroll, we expect large rate
increases for water and sanitation funds and the deferral of
capital improvements to reverse enterprises that, combined, are
losing $110,000 monthly," said Standard & Poor's credit analyst
Scott Sagen. "Furthermore, the general, water, and sanitation
funds have the ability to further weaken the wastewater fund
through the further drawdown of pooled cash reserves at a time
when the wastewater system's debt service coverage was already
decreasing to 1.19x as calculated by Standard & Poor's in fiscal
2011 and when the city had already used $5 million in cash as of
fiscal 2012 as planned to complete a major treatment plant
project."

"The CreditWatch with negative implications status continues to
reflect Standard & Poor's view of the city's consideration of
declaring a fiscal emergency under California Assembly Bill 506,
which allows for a Chapter 9 bankruptcy filing under the U.S.
Bankruptcy Code without a neutral evaluation process," S&P said.

"On Oct. 3, the city council voted to declare, under case law, a
state of emergency based on fiscal circumstances and authorized
the interim city manager to take all appropriate measures,
including the broad authority to impair labor contracts to achieve
a balanced budget by fiscal 2013. Standard & Poor's understands
the council will continue public hearings related to the city's
consideration of declaring a fiscal emergency, under Assembly Bill
506, at a meeting on Oct. 22, 2012," S&P said.

"We expect to resolve the CreditWatch listing on Atwater's
wastewater system revenue bonds upon further developments
pertaining to the city's possible Assembly Bill 506 determination,
as well as management's ability and willingness to increase
general fund revenue; implement significant water and sanitation
rate increases; and make expenditure cuts to structurally balance
the general, water, and sanitation funds to help alleviate the
general fund's significant reliance on surplus wastewater
revenue," S&P said.

The rating also reflects Standard & Poor's opinion of the city's:

    Council's historical unwillingness to implement recommended
    rate adjustments, as necessary, to generate structurally
    balanced financial operations in all funds;

    Proposed significant water and sanitation rate increases,
    which, if successful, will initially improve cash flow but
    will also limit the system's ongoing revenue-raising
    flexibility;

    Limited local economy with weak income and historically high
    unemployment; and

    Highly leveraged wastewater system and slow debt amortization.


AWAS AVIATION: S&P Puts 'BB' Corp. Credit Rating on Watch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB' corporate credit rating, on AWAS Aviation Capital Ltd. on
CreditWatch with positive implications.

"The CreditWatch listing follows AWAS' Oct. 5 announcement that
its board of directors had approved the conversion of $800 million
of shareholder loans into equity. The conversion of shareholder
loans would reduce AWAS' debt to capital by about 8% to the high-
70% area from the mid-80% area. However, because the company will
still carry a heavy debt burden, which we expect to increase as it
uses debt to fund new aircraft deliveries, we expect funds from
operations to debt to remain at about 9%," S&P said.

"The ratings on AWAS reflect its position as a large provider of
aircraft operating leases and its diversified fleet and airline
customer base," said Standard & Poor's credit analyst Betsy
Snyder. "Limiting credit considerations include exposure to
cyclical demand and lease rates for aircraft, a weaker financial
profile than some of its competitors, and a substantial percentage
of encumbered assets, constraining options for raising capital.
The ratings incorporate our expectations that these trends will
continue over the next several quarters. Standard & Poor's
characterizes AWAS' business risk profile as 'satisfactory,' its
financial risk profile as 'significant,' and its liquidity as
"adequate" under our criteria."

"We expect to raise the ratings on AWAS, including the corporate
credit rating to 'BB+' from 'BB', when the conversion of
shareholder loans into equity is completed," S&P said.


AXION INTERNATIONAL: Allen Kronstadt Discloses 30.5% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Allen Kronstadt disclosed that, as of
Sept. 28, 2012, he beneficially owns 11,109,283 shares of common
stock of Axion International Holdings, Inc., representing 30.5% of
the shares outstanding.

Mr. Kronstadt previously reported beneficial ownership of
9,444,283 common shares or a 27.2% equity stake as of Aug. 24,
2012.

On Sept. 28, 2012, Mr. Kronstadt purchased a note in the original
principal amount of $333,000 which is initially convertible into
832,500 shares of Common Stock, and an associated warrant to
purchase 832,500 shares of Common Stock, in each case subject to
adjustment as provided on the terms of that Note and associated
warrant.  The total amount of funds used by Axion to purchase that
Note and associated warrant was $333,000 in cash, and those funds
were provided by the personal funds of Axion.

A copy of the amended filing is available for free at:

                        http://is.gd/Bw6prd

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010, and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010.

The Company's balance sheet at June 30, 2012, showed $7.68 million
in total assets, $7.80 million in total liabilities, $5.80 million
in 10% convertible preferred stock, and a $5.91 million total
stockholders' deficit.


AXION INTERNATIONAL: Samuel Rose Discloses 36.1% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Samuel G. Rose disclosed that, as of
Sept. 28, 2012, he beneficially owns 13,992,755 shares of common
stock of Axion International Holdings, Inc., representing 36.1% of
the shares outstanding.  Julie Walters beneficially owns 2,519,469
common shares as of September 28.

Mr. Rose previously reported beneficial ownership of 11,492,755
common shares or a 31.7% equity stake as of Aug. 24, 2012.

On Sept. 28, 2012, Mr. Rose purchased one of the Notes in the
original principal amount of $500,000 which is initially
convertible into 1,250,000 shares of Common Stock, and an
associated warrant to purchase 1,250,000 shares of Common Stock,
in each case subject to adjustment as provided on the terms of
such Note and associated warrant.  The total amount of funds used
by Rose to purchase that Note and associated warrant was $500,000
in cash, and those funds were provided by the personal funds of
Rose.

A copy of the amended filing is available for free at:

                        http://is.gd/NMhQBX

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010, and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010.

The Company's balance sheet at June 30, 2012, showed $7.68 million
in total assets, $7.80 million in total liabilities, $5.80 million
in 10% convertible preferred stock, and a $5.91 million total
stockholders' deficit.


AXION INTERNATIONAL: MLTM Lending Discloses 28.6% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, MLTM Lending, LLC, disclosed that, as of
Sept. 28, 2012, it beneficially owns 10,502,218 shares of common
stock of Axion International Holdings, Inc., representing 28.6% of
the shares outstanding.  ML Dynasty Trust beneficially owns
9,451,996 common shares as of September 28.

MLTM Lending previously reported beneficial ownership of
7,317,218 common shares or a 21.8% equity stake as of Sept. 11,
2012.

On Sept. 28, 2012, MLTM purchased one of the Notes in the original
principal amount of $637,000 which is initially convertible into
1,592,500 shares of Common Stock, and an associated warrant to
purchase 1,592,500 shares of Common Stock, in each case subject to
adjustment as provided on the terms of such Note and associated
warrant.  The total amount of funds used by MLTM to purchase that
Note and associated warrant was $637,000 in cash, and those funds
were provided by the personal funds of MLTM.

A copy of the amended filing is available for free at:

                        http://is.gd/zazRpH

                     About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010, and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010.

The Company's balance sheet at June 30, 2012, showed $7.68 million
in total assets, $7.80 million in total liabilities, $5.80 million
in 10% convertible preferred stock, and a $5.91 million total
stockholders' deficit.


BALLARD POWER: Gets NASDAQ Non-Compliance Notice
------------------------------------------------
Ballard Power Systems disclosed that it received a notice on Oct.
5, 2012 from the NASDAQ Stock Market LLC.  The notice stated that
the Company was not in compliance with NASDAQ Marketplace Rule
5450(a) (1) because the bid price of the Company's common stock
closed below the required minimum $1.00 per share for the previous
30 consecutive business days.  The NASDAQ notice has no immediate
effect on the listing of the Company's common stock.

In accordance with NASDAQ rules, Ballard has a period of 180
calendar days, until April 3, 2013, to regain compliance with the
minimum bid price rule.  If at any time before April 3, 2013, the
bid price of the Company's common stock closes at $1.00 per share
or more for a minimum of 10 consecutive business days, NASDAQ will
notify the Company that it has regained compliance with the
minimum bid price rule.  The Company is currently reviewing
options with respect to regaining such compliance.

If Ballard cannot demonstrate compliance with Rule 5450(a)(1) by
April 3, 2013, NASDAQ will provide notice to Ballard that its
securities may be delisted.  At that time, Ballard may appeal
NASDAQ's decision to a Listing Qualifications Panel.

Alternatively, Ballard may submit an application to transfer its
securities to The NASDAQ Capital Market.  Following submission of
the application, Ballard may be eligible for an additional 180-day
period to regain compliance with the minimum bid price requirement
if it meets the continued listing requirement for market value of
publicly held shares and all other initial listing standards, with
the exception of the bid price requirement, for The NASDAQ Capital
Market.
                    About Ballard Power Systems

Ballard Power Systems CA -- http://www.ballard.com/-- provides
clean energy fuel cell products enabling optimized power systems
for a range of applications.  Products deliver incomparable
performance, durability and versatility.


BANKATLANTIC BANCORP: Inks 3-Year Servicing Pact with Bayview
-------------------------------------------------------------
Florida Asset Resolution Group, LLC, a subsidiary of BBX Capital
Corporation (formerly known as BankAtlantic Bancorp Inc.), entered
into an Omnibus Asset Servicing Agreement with Bayview Loan
Servicing, LLC.  Under the terms of the Servicing Agreement,
Bayview will provide customary mortgage loan servicing services to
FAR with respect to certain commercial, residential and consumer
loans and related REO owned by FAR which had an aggregate net book
value of approximately $256 million at Sept. 28, 2012.

Bayview will be entitled to monthly base servicing fees and other
fees based on the amount of proceeds realized upon resolution of
the assets.

The Servicing Agreement has a term of three years and either party
may terminate the Agreement as a result of an uncured material
breach or without cause upon 120 days' prior written notice,
provided that if the Agreement is terminated prior to the first
anniversary of the date upon which Bayview initially assumes its
servicing responsibilities under the Servicing Agreement, either
by the Servicer as a result of an uncured material breach by FAR
or by FAR without cause, then Bayview will be entitled to receive
a termination fee.

                     About BankAtlantic Bancorp

BankAtlantic Bancorp (NYSE: BBX) --
http://www.BankAtlanticBancorp.com/-- is a bank holding company
and the parent company of BankAtlantic.  BankAtlantic --
"Florida's Most Convenient Bank" with a Web presence at
http://www.BankAtlantic.com/-- has nearly $6.0 billion in assets
and more than 100 stores, and is one of the largest financial
institutions headquartered junior in Florida.  BankAtlantic has
been serving communities throughout Florida since 1952 and
currently operates more than 250 conveniently located ATMs.

BankAtlantic reported a net loss of $28.74 million in 2011, a net
loss of $143.25 million in 2010, and a net loss of $185.82 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $3.83 billion
in total assets, $3.87 billion in total liabilities, and a
$43.75 million total deficit.

                           *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Further, the holding company must also
submit a capital plan to maintain and enhance its capital
position.


BEAR ISLAND: Plan Confirmation Hearing Continued Until Oct. 17
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
continued until Oct. 17, 2012, at 1 p.m., the hearing to consider
the confirmation of Bear Island Paper Company, L.L.C.'s Chapter 11
Plan.

As reported in the TCR on Oct. 10, 2011, Bear Island Paper Co. won
bankruptcy court approval to seek votes on its amended liquidation
plan.

The Plan provides for the termination of the Debtor's business
operations and the liquidation of its assets.  Subject to the
rights of certain parties in interest to object to the allowance
and priority of claims, the Plan provides for the payment in full
to holders of allowed administrative claims and allowed priority
claims.  The Plan further provides for a recovery to holders of
allowed general unsecured claims.

A copy of the Plan and Disclosure Statement are available for free
at http://bankrupt.com/misc/bearisland.doc958.pdf

                         About Bear Island

Canada-based White Birch Paper Company is the second largest
newsprint producer in North America.  As of Dec. 31, 2009, the
White Birch Group held a 12% share of the North American newsprint
market and employed roughly 1,300 individuals (the majority of
which reside in Canada).  Bear Island Paper Company, L.L.C., is a
U.S.-based unit of White Birch.

Bear Island filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 10-31202) on
Feb. 24, 2010.  At June 30, 2011, the Company had $141.9 million
in total assets, $153.2 million in total liabilities, and a
stockholders' deficit of $11.3 million.

White Birch filed for bankruptcy protection under Canada's
Companies' Creditors Arrangement Act, before the Superior Court
for the Province of Quebec, Commercial Division, Judicial District
of Montreal, Canada.  White Birch and five other affiliates --
F.F. Soucy Limited Partnership; F.F. Soucy, Inc. & Partners,
Limited Partnership; Papier Masson Ltee; Stadacona Limited
Partnership; and Stadacona General Partner, Inc. -- also sought
bankruptcy protection under Chapter 15 of the U.S. Bankruptcy Code
(Bankr. E.D. Va. Case No. 10-31234).  Jonathan L. Hauser, Esq., at
Troutman Sanders LLP, in Virginia Beach, Virginia Beach, serves as
counsel to White Birch in the Chapter 11 case.

Richard M. Cieri, Esq., Christopher J. Marcus, Esq., and Michael
A. Cohen, Esq., at Kirkland & Ellis LLP, in New York, serve as
counsel to Bear Island.  Jonathan L. Hauser, Esq., at Troutman
Sanders LLP, in Virginia Beach, Virginia, serve as co-counsel to
Bear Island.

AlixPartners LLP serves as financial and restructuring advisors to
Bear Island, and Lazard Freres & Co., serves as investment banker.
Garden City Group is the claims and notice agent.  Jason William
Harbour, Esq., at Hunton & Williams LLP, in Richmond, Virginia,
represents the Official Committee of Unsecured Creditors.

Chief Judge Douglas O. Tice, Jr., handles the Chapter 11 and
Chapter 15 cases.

Bear Island was authorized by the bankruptcy judge in November
2010 to sell the business to a group consisting of Black Diamond
Capital Management LLC, Credit Suisse Group AG and Caspian Capital
Advisors LLC.

Bear Island's Chapter 11 plan is currently scheduled for approval
at a Feb. 14, 2012 confirmation hearing.  Under the plan proposed
by the subsidiary of Canada's White Birch Paper Co., first- and
second-lien creditors with $424.9 million and $105.1 million in
claims, respectively, are expected to recover between 0.5 percent
and 4 percent.  Unsecured creditors with $1.4 million in claims
are to receive the same dividend.


BLUE COAT: S&P Gives 'BB-' Rating on $525-Mil. Credit Facilities
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating to Sunnyvale, Calif.-based Blue Coat Systems Inc.'s $25
million revolving credit facility (undrawn at closing) and $500
million first-lien term loan. Blue Coat intends to use the
proceeds to redeem $487.8 million of its existing first- and
second-lien term loans. "However, the additional amount of first-
lien debt in the new capital structure brings our estimated first-
lien recovery to the low end of our '2' (70%-90%) recovery rating
boundary, and we would likely lower the first-lien debt rating if
the company incurred any further material amounts of first-lien
debt. Blue Coat is refinancing its second-lien credit facilities
as part of this transaction," S&P said.

The corporate credit rating and outlook are unaffected by the
change of capital structure, as there is a very small amount of
incremental debt.

"Pro forma for the transaction, the company's operating lease-
adjusted debt to adjusted EBITDA is in the mid-4x area as of the
latest 12 months ended July 31, 2012. Our adjusted EBITDA adds
back the deferred revenue fair value adjustment of $45.3 million,
resulting from purchase accounting for the Thoma Bravo acquisition
on Feb. 15, 2012, restructuring expenses, acquisition transaction
fees, and stock-based compensation expenses. We expect modest
reduction in leverage in the near-to-intermediate term as the
company benefits from the latest restructuring efforts and the
recent increase in security and WAN optimization product
bookings," S&P said.

The rating on Blue Coat reflects the company's "weak" business
risk profile, characterized by its narrow product focus and
significant competition from larger players, and its "aggressive"
financial risk profile. The company's diversified customer base,
significant level of recurring revenue, and moderate free cash
flow generation partially offset these factors.

RATINGS LIST

Blue Coat Systems Inc.
Corporate Credit Rating              B+/Stable/--

New Ratings

Blue Coat Systems Inc.
$25 mil. revolving credit facility   BB-
   Recovery Rating                    2
$500 mil. first-lien term loan       BB-
   Recovery Rating                    2


BUFFALO GULF: Moody's Affirms 'Ba1' Rating on $275MM Term Loan
--------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on the
Buffalo Gulf Coast Terminals LLC ("BGCT", "HoldCo" or "Borrower")
$275 million senior secured term loan facility due 2017. The
rating outlook is stable. BGCT is a holding company set up by
affiliates of Alinda Capital Partners LLC ("Alinda" or "Sponsor")
to hold its 100% ownership interest in Houston Fuel Oil Terminal
Company ("HFOTCO" or "OpCo"), which it acquired in October 2011
from ArcLight Capital Partners, LLC.

This ratings affirmation and maintenance of a stable outlook is
being made in connection with the issuance of $100 million in
'Hurricane Ike' bonds at HFOTCO. A rating affirmation is a
requirement under the HoldCo credit agreement to permit the
issuance of these bonds at the operating company level.

Ratings Rationale

HFOTCO plans to issue an additional $100 million in 'Hurricane
Ike' recovery development bonds issued through the Harris County
Industrial Development Corporation. The bonds will be issued in
the tax-exempt market and will initially bear interest in weekly-
rate mode with a stated maturity date in 2050 (similar to previous
HFOTCO debt issuance under the 'Hurricane Ike' recovery
development bond program). The bonds are additionally supported by
a direct-pay letter of credit from Bank of America (A3 issuer
rating, stable outlook). The letter of credit is drawn against
capacity on HFOTCO's $255 million revolving credit facility.

After the upcoming bond issuance, HFOTCO will have $225 million of
revolver capacity supporting the 'Hurricane Ike' recovery
development bonds, leaving $30 million available for the company's
general corporate purposes. With the additional bonds and upsized
revolver, the company has limited capacity to incur additional
indebtedness based upon the terms of the BGCT credit agreement.

The bond proceeds will be used to pay for growth capital
expenditures at HFOTCO that were previously budgeted and
anticipated to be funded via revolver draws. Moody's had
incorporated those revolver draws and included the amounts as part
of total consolidated debt in the analysis done at financial close
in September 2011. Management anticipates utilizing approximately
$78 million in bond proceeds to complete the Area 19 and 20
expansions at the North Terminal through 2013. The remaining $22
million will remain in restricted cash that HFOTCO can utilize for
additional growth capital expenditures as necessary.

The Ba1 rating reflects the highly contracted nature of the cash
flows, the low operating risks associated with this storage asset,
the credit quality of the contract counterparties and the contract
diversification. The rating also reflects the substantial equity
commitment that Alinda has made in BGCT. However, the rating also
reflects the high consolidated leverage on the combined enterprise
and the structural subordination of the HoldCo term loan facility
to the debt at the OpCo level. The additional debt at the
operating company from this issuance marginally weakens the
consolidated enterprise's cash flow to debt metrics, though
overall interest expense will be slightly lower due to the
interest rate differential between the 'Hurricane Ike' recovery
development bonds and the revolving credit facility, which would
have been the principal financing source for these capital
expenditures. Overall, Moody's calculated debt balance is about
$20 million higher at the end of 2012 after this debt issuance
compared with the forecast at transaction close.

Repayment of the HoldCo loan is dependent upon refinancing at
maturity since there is only 1% scheduled amortization each year
without an excess cash flow sweep. The leverage covenant acts as
an effective cash flow sweep to ensure appropriate deleveraging by
requiring a mandatory principal payment to bring BGCT back into
compliance with the leverage covenant in a situation where it does
not meet the test.

The stable outlook reflects the expectation that the diversified
portfolio of contracts with predominantly investment grade
counterparties will generate relatively stable and predictable
cash flows.

There are limited prospects for positive rating action given the
currently high level of consolidated leverage. Positive trends
that could eventually lead Moody's to consider an upgrade would
include more rapid pay-down of debt than currently projected and
better than projected base case financial performance.

Negative trends that could lead Moody's to consider a downgrade
would include credit deterioration by key contractual off-takers,
substantial operating performance difficulties that result in a
meaningful loss of cash flow available for debt service, or weaker
than expected credit metrics.

The methodology used in this rating was the Generic Project
Finance Methodology published in December 2010.

Buffalo Gulf Coast Terminals LLC is a special-purpose holding
company set up by Alinda Capital Partners LLC to hold its 100%
ownership interest in Houston Fuel Oil Terminal Company
("HFOTCO"). HFOTCO is the largest provider of residual fuel and
crude oil storage in the Gulf Coast with approximately 14.8
million barrels of tank storage capacity, which will increase to
about 16.1 million by December 2013. HFOTCO's scale also enables
the company to provide additional ancillary services and support
to its customers, including product heating, blending and
transportation services for regional refiners, major integrated
oil companies and trading operations. The facility's existing
infrastructure also offers customers multiple inbound/outbound
logistical options including deepwater ship, ocean barge, inland
barge, truck, rail and pipeline access.


BWAY HOLDING: S&P Puts 'B' CCR on Watch over Acquisition Agreement
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on BWAY Parent Co. Inc., BWAY
Holding Co., and all rated subsidiaries (BWAY) on CreditWatch with
developing implications.

"The CreditWatch placement follows BWAY's acquisition
announcement. An affiliate of Platinum Equity will acquire the
company in a transaction valued at approximately $1.24 billion,"
said credit analyst Seamus Ryan. "The company expects the
transaction, which is subject to customary closing conditions, to
close in the fourth quarter of 2012."

"We will monitor developments associated with the pending
transaction and plan to resolve the CreditWatch listing upon
review of the company's financing plans and expected financial
profile following the transaction. The CreditWatch placement
indicates that we could raise, lower, or affirm the ratings
depending on our review of the transaction and implications for
credit quality," S&P said.


CALPINE CORP: Fitch Rates $845-Mil. First Lien Notes 'BB/RR1'
-------------------------------------------------------------
Fitch Ratings has assigned its 'BB/RR1' rating to Calpine Corp's
(Calpine) $835 million senior secured term loan due 2019.  The
'RR1' rating reflects a three-notch positive differential from the
'B' IDR and indicates that Fitch estimates outstanding recovery of
91-100%.  The Rating Outlook is Positive.

The new senior secured term loan ranks equally and ratably with
Calpine's existing senior secured term loans, revolving credit
facility and first lien notes and is subordinated to all existing
and future liabilities of Calpine's subsidiaries that do not
guarantee Calpine's revolving facility.  The new term loan is
secured by a first priority lien on substantially all of Calpine's
and certain of its guarantor's existing and future assets,
together which comprises 725 MW of geothermal assets and
approximately 19,000 MW of natural gas-fired generation capacity.
The same collateral secures the revolver, existing term loans and
the first lien notes.

The net proceeds from this offering, along with cash on hand,
will be used by Calpine to redeem 10% of the original aggregate
principal amount of each of the series of its existing first lien
notes and pay down existing project level debt for Broad River and
South Point.  While incurring a call premium of approximately $17
million in addition to other transaction costs, the refinancing
will lower the run rate of interest expenses and further simplify
the capital structure.  After this transaction, Calpine has only
$120 million left of its $2 billion accordion feature under its
first-lien senior secured debt, which allows the company to
refinance portions of project debt at the parent level.

Calpine's ratings reflect its high consolidated gross leverage,
relatively stable EBITDA (due to lower sensitivity to changes in
natural gas prices as compared to other coal/ nuclear competitive
power generators), strong liquidity position including a growing
free cash flow profile, manageable debt maturities, and
consistently demonstrated capital market access.

Some of the key trends in the U.S. power generation sector, namely
tightening environmental regulations, looming generation scarcity
in certain markets such as in the Electricity Reliability Council
of Texas (ERCOT), and a sharp fall in natural gas prices in the
recent months that has reversed coal-to-gas spreads, are all
favorable for Calpine.  These trends are reflected in Fitch's
upwardly revised EBITDA and cash flow estimates for 2012 as
Calpine has benefited from a run up in market heat rates in ERCOT
and significant coal-to-gas switching in various power regions it
operates in.

A prolonged low natural gas price environment and consequently
depressed economics are likely to further accelerate the pace of
retirements at several coal-fired power plants.  Fitch expects
this trend to further bolster Calpine's competitive position and
support improved credit metrics in 2013 and beyond.  Longer-term,
Calpine remains positively leveraged to a recovery in natural gas
prices with its highly efficient fleet and natural gas being on
the margin for power prices in most of the markets Calpine
operates in.

Fitch estimates Calpine's consolidated gross leverage to be
approximately 5.9x and funds flow from operations (FFO) to total
debt to reach 10% in 2013, which is in line with Fitch's guideline
ratios for a high risk 'B' rated issuer.  Fitch expects Calpine's
gross leverage to approach a range of 4.5 - 5.0x and FFO to total
debt to be in the 12-14% range by 2015. Given the company's strong
excess cash position, the net leverage metrics are much stronger.
Management has a stated net leverage target of 4.5x, which Fitch
expects to be reached by 2014.

Calpine's liquidity position is strong with approximately
$762 million of cash and cash equivalents and $659 million of
availability under the corporate revolver, as of June 30, 2012.
Fitch expects Calpine to generate upwards of $600 million in free
cash flow in 2014 and beyond.  These free cash flow estimates
incorporate both maintenance and growth capex based on announced
new projects.

Fitch does not expect management to proactively reduce debt from
the current levels aside from the scheduled debt maturities/
amortizations.  Over the last 12 months, management has announced
$600 million in share repurchases, which has been above Fitch's
expectations.  The level of free cash flow generation is strong
enough to accommodate modest level of share repurchases, which is
incorporated in Fitch's forecasts.  However, it is Fitch's
expectation that management prudently invests excess cash flow
proceeds in growth oriented projects and continues to manage its
balance sheet in a conservative manner.

Fitch expects to resolve its Positive Outlook for Calpine over the
next 12-24 months after gaining further evidence of how Calpine's
fleet fares in the current commodity environment.  Any material
change in the company's capital allocation decisions will also
play a part in the future rating decisions by Fitch, most notably
the pace of share repurchases.  A significant proportion of growth
capex diverted towards merchant assets could be a cause for
concern.


CANNERY CASINO: Moody's Hikes Corp. Family Rating to 'B3'
---------------------------------------------------------
Moody's Investors Service upgraded Cannery Casino Resorts, LLC's
Corporate Family and Probability of Default ratings to B3 and
affirmed the B2 rating on the company's $40 million senior secured
first lien revolver expiring in 2017 and $385 million senior
secured first lien term loan due 2018, and a Caa2 on the company's
$165 million senior secured second lien term loan due 2019. The
rating outlook is stable. This concludes the rating for review
which was initiated on September 12, 2012.

Proceeds from the facilities were used to refinance Cannery's
prior credit facilities along with its payment-in-kind preferred
equity.

Ratings Rationale

The upgrade of Cannery's Corporate Family Rating to B3 reflects
the completed refinancing which provides improved flexibility, as
the company's earliest maturity is extended to 2017 from 2013. The
B3 rating also reflects the company's free cash flow profile --
Moody's estimates between $15 - $20 million of free cash flow
annually -- and the contribution from the company's Pennsylvania
property which has seen improved EBITDA for the last twelve month
period ended June 30, 2012 compared to the prior year. Moody's
expects that the company will apply a substantial portion of its
free cash flow towards further debt reduction, as its credit
agreement contains a 50% excess cash flow sweep.

The B3 Corporate Family Rating also reflects its high leverage,
pro forma debt/EBITDA is expected to be about 6.9 times, and the
company's exposure to the Las Vegas Locals market. Cannery is
still reliant on this market for 30% of its EBITDA and Moody's
does not expect that the market will improve materially in the
near-term.

The B2 rating assigned to Cannery's first lien debt reflects the
support provided by the $165 million second lien debt while the
Caa2 rating on the second lien debt considers the significant
amount of debt ahead of it in the pro forma capital structure.

The stable rating outlook reflects Moody's view that revenue and
earnings will grow modestly and the company will continue to use a
substantial portion of its excess free cash flow to permanently
reduce debt.

Cannery's ratings could be upgraded if the company reduces
debt/EBITDA to below 6 times while maintaining its very good
liquidity. Ratings could be lowered if monthly gaming revenues in
Las Vegas and/or Pennsylvania begin to trend down, if local
economic conditions show signs of renewed stress, if debt/EBITDA
increases to 8 times or if the company's liquidity deteriorates.

Ratings upgraded:

  Corporate Family Rating to B3 from Caa1

  Probability of Default Rating to B3 from Caa1

Ratings affirmed:

  $40 million senior secured first lien revolver expiring in 2017
  at B2 (LGD 3, 33%)

  $385 million senior secured first lien term loan due 2018 at B2
  (LGD 3, 33%)

  $165 million senior secured second lien term loan due 2019 at
  Caa2 (LGD 5, 85%)

Ratings withdrawn:

  $285 million senior secured first lien term loans due May 2013
  at B3 (LGD 3, 37%)

  $70 million senior secured first lien revolver maturing in
  February 2013 at B3 (LGD 3, 37%)

  $115 million senior secured second lien term loan due May 2014
  at Caa3 (LGD 5, 87%)

The principal methodology used in rating Cannery Casino Resorts,
LLC was the Global Gaming Industry 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.

Cannery Casino Resorts, LLC is a privately held gaming company
that owns and operates one casino in Pennsylvania and two casinos
in Las Vegas, NV. Cannery is owned by Millennium Gaming, Inc.,
Oaktree and Crown. The company generates about $510 million of
annual net revenue.


CANTOR FITZGERALD: Moody's Lowers Senior Debt Ratings to 'Ba1'
--------------------------------------------------------------
Moody's Investors Service downgraded the senior debt ratings of
Cantor Fitzgerald, L.P. to Ba1 from Baa3, and its closely-
integrated affiliate, BGC Partners Inc. to Ba2 from Ba1. The
outlook on the ratings is stable.

Ratings Rationale

The downgrade to Cantor Fitzgerald's ratings reflects weakened
profitability that Moody's expects will persist. Over the past
several years, Cantor Fitzgerald has added sales, trading and
banking capabilities in an effort to supplement its traditional
inter-dealer brokerage franchise (conducted through its BGC
Partners affiliate) which has faced margin pressure. In response,
management has added and diversified revenues but has also
modestly increased the capital intensity of its business mix as
its market-making activities have grown. Compensation expenses
reported under GAAP have also remained stubbornly high resulting
in only modest profitability. Furthermore, Moody's expects the
capital markets operating environment to be challenging for all
participants for the medium term.

Moody's profitability concerns are tempered by Cantor Fitzgerald's
disciplined approach to managing market and credit risk. When
making markets, the firm emphasizes distribution, avoids
concentrated positions and riskier products, while sharply
limiting accumulation of aged inventory. In conducting its matched
book activity, Cantor typically accepts only the most liquid
collateral and assigns conservative haircuts to these positions.
The firm also maintains a substantial pool of liquid assets
sufficient to cover increased collateral requirements from
counterparties and clearing houses in event of stress. All of
these disciplines are reinforced by the firm's partnership
structure, therefore Moody's expects this conservative approach to
continue and this view supports the stable outlook on the ratings.

The downgrade to Ba2 from Ba1 on BGC Partners reflects its modest
profitability and less diversified business mix compared to Cantor
Fitzgerald - but also incorporates the less balance-sheet
intensive nature of the entity's commission-driven inter-dealer
brokerage business. The two firms are closely integrated. Cantor
has provided financing to BGC Partners in the past and the two
firms also have reciprocal service agreements whereby each firm
provides administrative services to each other. Accordingly,
Moody's anticipates that the ratings will likely move together in
the future.

Cantor Fitzgerald L.P. is a private limited partnership and does
not make its financial results public. Its publically traded
affiliate BGC Partners Inc reported GAAP net income of $2 million
($0.01 per share) for the quarter ended June 30, 2012.

The principal methodology used in this rating was Global
Securities Industry Methodology published in December 2006.


CANYONS AT DEBEQUE: U.S. Trustee Unable to Form Creditors Panel
---------------------------------------------------------------
Richard A. Wieland, U.S. Trustee for Region 19, notified the
Bankruptcy Court for the District of Colorado that he was unable
to form an official committee of unsecured creditors in the
Chapter 11 cases of Canyons at DeBeque Ranch, LLC, and Bluestone
Ridge Ranch East, LLC.  According to the U.S. Trustee, there were
too few unsecured creditors who are willing to serve on creditors'
committee

                  About Canyons @ DeBeque Ranch

Canyons @ DeBeque Ranch, LLC, filed a Chapter 11 petition (Bankr.
D. Colo. Case No. 12-24993) in Denver on July 18, 2012.  Affiliate
Bluestone Ridge Ranch East, LLC, aka Bluestone Ridge Ranch PUD,
based in Butte, Montana, filed a separate Chapter 11 petition
(Bankr. D. Colo. Case No. 12-24994) on the same day.

Judge Elizabeth E. Brown oversees the case.  The Debtor is
represented by Jeffrey S. Brinen, Esq., at Kutner Miller Brinen,
P.C., serves as counsel to the Debtor.  Canyons @ DeBuque
disclosed $12,115,374 in assets and $7,182,814 in liabilities as
of the Chapter 11 filing.


CARPENTER CONTRACTORS: Amends Credit Agreement for Exit Financing
-----------------------------------------------------------------
Carpenter Contractors of America, Inc., doing business as R & D
Thiel, et al., and CCA Midwest, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of California documents
in connection with their Second Amended Plan of Reorganization:

   -- Amended and Restated Senior Secured Credit Agreement;

   -- Subordination and Restricted Payments Agreement.

The Debtor relates that on Sept. 18, 2012, the Court entered an
order (i) confirming the Debtors' Plan; and (ii) providing for CCA
and Midwest to jointly be liable for and to enter into agreements
with lender to provide for the exit financing.

The Amended Credit Agreement provides that, among other things:

   1. the lender is providing an exit financing in the form of (a)
      one-year $7,500,000 monitored asset based line of credit;
      (b) a term loan in the principal amount of $1,666,666
      repayable in 24 monthly installments; and

   2. the lender is willing to continue provide credit support for
      the Debtor to the issuer of the two bond letters of credit,
      in return for the Debtor's and Midwest's commitment to
      reimburse the lender for the costs and liabilities incurred.

In a separate filing, the Subordination and Restricted Payments
Agreement, entered among Donald L. Thiel and Judith M. Thiel,
subordinated lender; and secured lender First American Bank,
provides that, among other things: (i) the subordinated lender
will be in possession of any assets or properties of the borrower,
(ii) then the subordinated lender will hold the assets or
properties in trust for the senior lender so long as any senior
debt remains outstanding and until all obligations of the senior
lender to make loans and other financial accommodations to the
borrower pursuant to the senior loan agreement are terminated.

Copies of the exhibits are:

  http://bankrupt.com/misc/CARPENTERCONTRACTORS_planexhibit_b.pdf
  http://bankrupt.com/misc/CARPENTERCONTRACTORS_planexhibit_c.pdf

                             The Plan

As reported in the Troubled Company Reporter on July 20, 2012,
according to the Second Amended Disclosure Statement, payments and
distributions under the Plan will be funded by the Debtors'
current and ongoing business operations.  In addition, First
American Bank has agreed to provide the Debtors with the exit
facility in the form of a one-year $5,120,000 monitored asset
based line of credit renewable annually for three years, and a
$2,500,000 term note, repayable in 36 monthly installments.

First American will retain its liens on the collateral to secure
its allowed secured claims and will receive payments to satisfy
all obligations under the bond letters of credit and related
agreements.  Fifth Third Bank will be paid its secured claim of
$35,000 in full in 24 equal monthly installments, amortized at 8%
interest.  Other secured creditors are unimpaired under the Plan.

General unsecured creditors of Carpenter Contractors will
participate pro rata in the distribution of quarterly payments in
the amount of $50,000 for year 1 of the Plan, Plan, quarterly
payments in the amount of $50,000 for year 2 of the Plan,
quarterly payments in the amount of $75,000 for year 3 of the
Plan, and quarterly payments in the amount $125,000 for each of
years 4, 5 and 6 of the Plan.  General Unsecured Creditors of CCA
Midwest will also receive installment payments.  The holders of
unsecured claims against Carpenter and CCA are impaired.

Holders of equity interests are unimpaired and will retain their
ownership interests in the Debtors.

A copy of the Second Amended Disclosure Statement is available at:

http://bankrupt.com/misc/Carpenter_Contractors_2nd_Amended_DS.pdf

                    About Carpenter Contractors

Pompano Beach, Florida-based Carpenter Contractors of America,
Inc., dba R&D Thiel, provides carpentry services to builders of
new homes primarily in Illinois and Florida.  It also manufactures
building components and distributes construction materials in
Illinois, Florida, and North Carolina.

CCA Midwest Inc. provides carpentry services to builders of new
homes in Illinois.  It is a wholly-owned subsidiary of Carpenter
Contractors.

Carpenter Contractors and CCA Midwest filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-42604) on
Oct. 25, 2010.  Chad P. Pugatch, Esq., and Christian Savio, Esq.,
at Rice Pugatch Robinson & Schiller, P.A., in Ft. Lauderdale, Fl.,
serve as the Debtors' bankruptcy counsel.  Attorneys at Shaw
Gussis Fishman Glantz Wolfson & Towbin LLC, serve as special
counsel.  GlassRatner Advisory & Capital Group, LLC, led by Thomas
Santoro, is the Debtors' financial advisor, and Scott L. Spencer,
CPA and Crowe Horwath, LLP. is the Debtors' accountant for audit
work.  In its amended schedules, carpenter Contractors disclosed
$42,900,574  in assets and $26,013,480 in liabilities as of the
Chapter 11 filing.

The U.S. Trustee for Region 21 notified the Court that until
further notice, he will not appoint a committee of creditors.

According to the Second Amended Disclosure Statement, payments and
distributions under the Plan will be funded by the Debtors'
current and ongoing business operations.  In addition, First
American Bank has agreed to provide the Debtors with the exit
facility in the form of a one-year $5,120,000 monitored asset
based line of credit renewable annually for three years, and a
$2,500,000 term note, repayable in 36 monthly installments.


CENTRAL EUROPEAN: Reports $1.3 Billion Restated Net Loss in 2011
----------------------------------------------------------------
Central European Distribution Corp. filed on Oct. 5, 2012,
Amendment No. 2 to its annual report on Form 10-K for the year
ended Dec. 31, 2011, to correct certain accounting errors for
retroactive rebates provided to customers during 2011 and 2010,
accounting for revenue transactions, assets write offs, cut off
errors and income taxes.  The Restatement also includes
reclassifications of accounts payable for periods prior to 2011 to
conform to the current presentation.

The Company reported a net loss of $1.323 billion on
$829.6 million of net sales in 2011, compared with a net loss of
$138.1 million on $702.1 million of net sales in 2010.

Total operating expenses increased by $944.8 million, from
$367.3 million for the year ended Dec. 31, 2010, to $1.312 billion
for the year ended Dec. 31, 2011.  This change is primarily driven
by a non-cash impairment charge for Poland and Russia recorded as
of Dec. 31, 2011, of $1.058 million, and one-time gain recognized
in the year ended Dec. 31, 2011, amounting to $7.9 million based
on the re-measurement of previously held equity interests in
Whitehall to fair value.

At Dec. 31, 2011, the Company's balance sheet showed
$2.017 billion in total assets, $1.809 billion in total
liabilities, and stockholders' equity of $207.3 million.

A copy of the Form 10-K/A is available at http://is.gd/ndjBu7

                       First Quarter Results

The Company also restated its quarterly report on Form 10-Q for
the three months ended March 31, 2012, and 2011.  The Company
reported net income of $60.2 million on $146.0 million of net
sales for the three months ended March 31, 2012, compared with a
net loss of $2.0 million on $138.4 million of net sales for the
same period last year.  Total operating income decreased by $9.0
million, from $5.2 million income for the three months ended March
31, 2011, to $3.8 million loss for the three months ended March
31, 2012, primarily driven by lower domestic sales and higher
spirit costs in the Russian market.

The Company recognized $97.6 million of non-cash unrealized
foreign exchange rate income in the three months ended March 31,
2012, primarily related to the impact of movements in exchange
rates on the Company's U.S. dollar and euro denominated
liabilities, as compared to $30.5 million of gain in the three
months ended March 31, 2011.

The Company's balance sheet at March 31, 2012, showed
$1.971 billion in total assets, $1.680 billion in total
liabilities, and stockholders' equity of $290.9 million.

A copy of the Form 10-Q/A is available at http://is.gd/7TKxKa

                About Central European Distribution

Mt. Laurel, N.J.-based Central European Distribution Corporation,
a Delaware corporation incorporated on Sept. 4, 1997, and its
subsidiaries operate primarily in the alcohol beverage industry.
The Company is one of the largest producers of vodka in the world
and is Central and Eastern Europe's largest integrated spirit
beverages business, measured by total volume, with approximately
33.2 million nine-liter cases produced and distributed in 2011.
The Company's primary operations are conducted in Poland and
Russia and it also has operations in Hungary and Ukraine.

                           *     *     *

Ernst & Young Audit sp. z o.o., in Warsaw, Poland, expressed
substantial doubt about Central European Distribution's ability to
continue as a going concern, following the Company's audit of the
Company's financial position and results of operations for the
fiscal year ended Dec. 31, 2011.  The independent auditors noted
that certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.  "Furthermore, the Company's current cash
on hand, estimated cash from operations and available credit
facilities will not be sufficient to repay the Convertible Senior
Notes when they become due on March 15, 2013.  Moreover, the
Company has incurred a net loss and significant impairment charges
in 2011.


CENTRAL EUROPEAN: Had $33.5-Mil. Net Loss in First Half of 2012
---------------------------------------------------------------
Central European Distribution Corporation filed its quarterly
report on Form 10-Q, reporting a net loss of $93.6 million on
$187.2 million of net sales for the three months ended June 30,
2012, compared with a net loss of $3.3 million on $198.4 million
of net sales for the same period last year.

For the six months ended June 30, 2012, the Company had a net loss
of $33.5 million on $333.2 million of net sales, compared with a
net loss of $5.4 million on $336.7 million of net sales for the
corresponding period of 2011.

Total operating income decreased by approximately 78.9%, or
$12.7 million, from $16.1 million for the six months ended
June 30, 2011, to $3.4 million for the six months ended June 30,
2012, primarily driven by lower domestic sales and higher spirit
costs in the Russian market.

The Company recognized $22.2 million of unrealized foreign
exchange rate gains in the six months ended June 30, 2012,
primarily related to the impact of movements in exchange rates on
the Company's U.S. dollar and euro denominated liabilities, as
compared to $49.5 million of income in the six months ended
June 30, 2011.  These gains resulted mainly from the appreciation
of the Polish zloty and Russian ruble against the U.S. dollar and
euro.

The Company's balance sheet at June 30, 2012, showed
$1.869 billion in total assets, $1.681 billion in total
liabilities, $29.6 million of temporary equity, and stockholders'
equity of $158.1 million.

A copy of the Form 10-Q is available at http://is.gd/WxHSku

                About Central European Distribution

Mt. Laurel, N.J.-based Central European Distribution Corporation,
a Delaware corporation incorporated on Sept. 4, 1997, and its
subsidiaries operate primarily in the alcohol beverage industry.
The Company is one of the largest producers of vodka in the world
and is Central and Eastern Europe's largest integrated spirit
beverages business, measured by total volume, with approximately
33.2 million nine-liter cases produced and distributed in 2011.
The Company's primary operations are conducted in Poland and
Russia and it also has operations in Hungary and Ukraine.

                           *     *     *

Ernst & Young Audit sp. z o.o., in Warsaw, Poland, expressed
substantial doubt about Central European Distribution's ability to
continue as a going concern, following the Company's audit of the
Company's financial position and results of operations for the
fiscal year ended Dec. 31, 2011.  The independent auditors noted
that certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.  "Furthermore, the Company's current cash
on hand, estimated cash from operations and available credit
facilities will not be sufficient to repay the Convertible Senior
Notes when they become due on March 15, 2013.  Moreover, the
Company has incurred a net loss and significant impairment charges
in 2011.


CENTRAL PLAINS: S&P Affirms 'B' Rating on 2 Revenue Bond Issues
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' senior secured
debt rating on Central Plains Energy Project's (CPEP) series 2007A
fixed-rate gas project revenue bonds and series 2007B index-rate
gas project revenue bonds. The outlook is negative.

"The affirmation follows our review of the restructuring of the
CPEP transaction. The restructuring will reduce the amount of
series 2007A bonds outstanding by $47.575 million and the amount
of series 2007B bonds outstanding by $42.590 million. In
conjunction with the termination of these bonds, the project will
amend the indenture, gas supply and sales agreements, interest
rate swap, commodity swap, and other transaction documents to
reflect changes to the sinking fund schedule, gas volumes, and
debt outstanding," S&P said.

The rating reflects S&P's view of these strengths:

    The obligations of J. Aron as gas supplier, receivables
    purchaser, and interest rate swap provider are guaranteed by
    its highly rated parent.

    Bondholders are not exposed to operating risk related to gas
    deliveries because if J. Aron fails to deliver gas for any
    reason, including force majeure, J. Aron must obtain
    alternative supplies or reimburse CPEP for the cost of
    replacement gas.

    If a project participant defaults, provisions under the
    transaction require CPEP or J. Aron to remarket gas volumes to
    other qualified municipalities. This mitigates the credit risk
    of CPEP's municipal participants and the potential harm of a
    participant bankruptcy to CPEP's ability to make the required
    payments for debt service and the commodity swap.

    A receivables purchase agreement with J. Aron stipulates that,
    upon termination or maturity, the gas supplier will purchase
    any delinquent municipal participant receivable from CPEP at
    face value to ensure that payment shortfalls are avoided. This
    should mitigate municipal participant payment risk.

    Under the terms of the various agreements, J. Aron will make
    an early termination payment that allows the trustee to redeem
    bonds at par value plus any accrued interest as a result of J.
    Aron's failure to perform on a payment default.

    The documents also require J. Aron to make an early
    termination payment if the commodity or interest rate swaps
    terminate for any reason (other than a CPEP default) without
    replacement in 45 days.

    The documents provide that the trustee may replace any swap
    counterparty that is not rated at least 'A' so as to insulate
    bondholders somewhat from any significant credit deterioration
    of the swap counterparty.

"The negative outlook on CPEP's bonds reflects the outlook on MBIA
Insurance Corp. as the guarantor to the guaranteed investment
contract agreement supporting the debt service and working capital
reserves," said Standard & Poor's credit analyst Ben Macdonald.
"The negative outlook on MBIA reflects our view that adverse loss
developments on the structured finance book could continue,
diminishing liquidity and weakening capital," Mr. Macdonald added.


CHINA GINSENG: Had $2.9-Mil. Net Loss in Fiscal 2012
----------------------------------------------------
China Ginseng Holdings, Inc., filed on Oct. 4, 2012, its annual
report on Form 10-K for the fiscal year ended June 30, 2012.

Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about China Ginseng's ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred an accumulated deficit of $5.8 million since inception,
has a negative working capital of $547,480, and there are existing
uncertain conditions the Company faces relative to its ability to
obtain working capital and operate successfully.

The Company reported a net loss of $2.9 million on $4.3 million of
revenue in fiscal 2012, compared with a net loss of $1.1 million
on $4.2 million of revenue in fiscal 2011.

The Company's balance sheet at June 30, 2012, showed $8.1 million
in total assets, $5.6 million in total liabilities, and
stockholders' equity of $2.5 million.

A copy of the Form 10-K is available at http://is.gd/9gYaEV

China Ginseng Holdings, Inc., headquartered in Changchun City,
China, was incorporated on June 24, 2004 in the State of Nevada.
Since its inception in 2004, the Company has been engaged in the
business of farming, processing, distribution and marketing of
fresh ginseng.  Starting August 2010, it has gradually shifted our
business focus from farming and selling ginseng to producing and
selling ginseng juice and wine, although it still maintains its
farming and selling ginseng business.


CIRCLE ENTERTAINMENT: Borrows $285,000 from Directors, Officers
---------------------------------------------------------------
Certain of the directors, executive officers and greater than 10%
stockholders of Circle Entertainment Inc. made unsecured demand
loans to the Company totaling $285,000, bearing interest at the
rate of 6% per annum.  The Company intends to use the proceeds
from the Loans to fund working capital requirements and for
general corporate purposes. Because certain of the directors,
executive officers and greater than 10% stockholders of the
Company made the Loans, a majority of the Company's independent
directors approved the transaction.

                    About Circle Entertainment

New York City-based Circle Entertainment Inc. has been pursuing
the development and commercialization of its new location-based
entertainment line of business since Sept. 10, 2010, which has and
will continue to require significant capital and financing.  The
Company does not currently generate any revenues from this new
line of business.  The Company has no long-term financing in place
or commitments for such financing to develop and commercialize its
new location-based entertainment line of business.

As reported in the TCR on March 30, 2012, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about
Circle Entertainment's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company
has limited available cash, has a working capital deficiency and
will need to secure new financing or additional capital in order
to pay its obligations.

The Company's balance sheet at June 30, 2012, showed $7 million in
total assets, $16.50 million in total liabilities, and a
$9.50 million total stockholders' deficit.


COMMUNICATIONS CORP: Moody's Affirms B3 CFR/PDR, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service affirmed the B2, LGD3 -- 38% rating on
Communications Corporation of America's ("CCA") proposed $157.5
million 1st lien senior secured term loan. Proceeds from the new
term loan along with the downsized $32.5 million 2nd lien term
loan (unrated) and cash on the balance sheet will be used to
refinance $186 million of existing unrated debt. Moody's also
affirmed the B3 Corporate Family Rating (CFR) and Probability of
Default Rating (PDR). The rating outlook remains stable.

Affirmed:

  Issuer: Communications Corporation of America

     Corporate Family Rating: Affirmed B3

     Probability of Default Rating: Affirmed B3

     $157.5 million 1st lien sr secured term loan (matures in
     5.5 years): Affirmed B2, LGD3 -- 38%

Outlook Actions:

   Issuer: Communications Corporation of America

     Outlook is Stable

To be withdrawn:

  Issuer: Communications Corporation of America

       $5 million 1st lien sr secured revolver: B2, LGD3 -- 38%

Ratings Rationale

The B3 corporate family rating reflects CCA's very high estimated
pro forma, 2-year average debt-to-EBITDA leverage of approximately
6.6x for FYE2012 (including Moody's standard adjustments, or 6.5x
net of cash), increasing fragmentation of media outlets, the
cyclical and mature nature of television advertising demand,
concentration of network affiliations with Fox, as well as the
company's lack of national scale and revenue concentration in
Louisiana and Texas (more than 90% of revenues). Since emerging
from bankruptcy, new management established centralized program
distribution and rationalized operating costs to bring EBITDA
margins above 37% in 2010 and 2011 compared to EBITDA margins of
less than 30% in prior years. The B3 rating reflects Moody's
expectation for free cash flow-to-total debt of 4% to 5%
incorporating the accrual of PIK interest (LIBOR + 15%) on $32.5
million of unrated 2nd lien debt. Absent the ability to PIK
interest payments, free cash flow-to-total debt would be reduced
to roughly 2%. The average $7 million of accrued PIK interest in
each of the first two years almost offsets expected term loan
repayments resulting in no meaningful reduction in debt balances.
The company is weakly positioned in the B3 rating category as the
absence of #1 or #2 revenue rankings for the stations (nine of ten
stations are ranked #3 or below) puts downward pressure on
ratings. Ratings are supported by good EBITDA margins, a moderate
increase in non-cyclical cash flow benefits in the near term from
retransmission agreements (net of reverse compensation payments),
and, to a lesser extent, incremental political revenues during
even years. Core revenues and EBITDA are expected to grow in the
low single digit range over the rating horizon. Beyond the rating
horizon, Moody's believes CCA will be pressured to grow ad
revenues or negotiate higher retransmission fees to offset
expected increases in reverse compensation payments. Accordingly,
Moody's believes it is important that free cash flow be used to
reduce debt balances to maintain debt ratings and improve credit
metrics. Liquidity is expected to be adequate.

This revised proposal has no revolver facility and the 2nd lien
term loan is reduced to $32.5 million from $35 million. The tenor
on the proposed 1st lien term loan is shortened to 5.5 years from
7 years and the excess cash flow sweep has been increased to 75%
from 50% with step downs depending on leverage (as defined).

The stable outlook assumes successful refinancing of current
credit facilities and reflects Moody's view that revenue and
EBITDA from Louisiana and Texas will remain in line with
expectations. The outlook also incorporates Moody's expectation
that free cash flow-to-debt ratios will remain at 4% to 5% or more
and that 2-year average debt-to-EBITDA ratios will improve from
current levels with increasing retransmission revenues offsetting
expected increases in reverse compensation payments over the next
12-18 months.

Ratings could be downgraded if 2-year average debt-to-EBITDA
ratios are sustained above 7.0x due to performance deterioration
in one of CCA's key markets or due to PIK accretion on the 2nd
lien notes, debt financed acquisitions, or shareholder
distributions. Deterioration in liquidity could also result in a
downgrade. Ratings could be upgraded if 2-year average debt-to-
EBITDA ratios are sustained below 5.75x and Moody's expects that
leverage will continue to decline, despite the potential for
accruing interest expense. Free cash flow-to-debt ratios are
expected to be above 7%. Liquidity would also need to remain
adequate.

The principal methodology used in rating Communications
Corporation of America was the Global Broadcast and Advertising
Related Industry 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.

Communications Corporation of America is a television broadcaster
owning or operating television stations (owns 10 primary signals
and operates another 6 primary stations under SSA arrangements),
in small and medium-sized markets ranked #83 to #179 largely
clustered in Louisiana and Texas, plus one station in Indiana.
Approximately 45% of revenues are generated by Fox affiliated
stations and 39% by NBC affiliates with the remainder from CBS and
non-Big Four networks. CCA filed chapter 11 in June 2006 and
emerged in October 2007 resulting in the restructuring of roughly
$425 million of debt. Former debt holders became shareholders
including Silver Point Capital which owns 76% of outstanding
shares and with various funds of Pyxis Capital (fka Highland
Funds) holding 23% of shares. Headquartered in Lafayette,
Louisiana, CCA reported net revenues of approximately $82 million
for the 12 months ended June 2012.


CONTEC HOLDINGS: Court Confirms Plan of Reorganization
------------------------------------------------------
Contec Holdings, LTD, the market leader in repair and
refurbishment of customer premise equipment for the cable
industry, disclosed that the U.S. Bankruptcy Court for the
District of Delaware confirmed the Company's Plan of
Reorganization.

"This was the critical milestone in our reorganization process,"
commented Lawrence Young, Interim Chief Executive Officer of
Contec.  "With the support of our lenders, we were able to reduce
our debt by over $250 million and obtain an incremental $25
million in financing, to aggressively pursue growth
opportunities."

"Day-to-day operations have not been impacted by this process, and
our customers, employees and suppliers have been extremely
supportive of us during this period," said Wes Hoffman, Chief
Operating Officer of Contec.  "We stake our reputation every day
on being the industry leader in providing repair and logistics
solutions for our customers while saving time, improving quality
and reducing cost." Hoffman continued, "We look forward to
aggressively pursuing our growth plans and strategic partnerships
to expand into a more diverse menu of service offerings."

                       About Contec Holdings

Headquartered in Schenectady, New York, Contec Holdings Ltd. --
http://www.gocontec.com/-- is the market leader in the repair and
refurbishment of customer premise equipment for the cable
industry.  The Company repairs more than 2 million cable set top
boxes annually, while also providing logistical support services
for over 12 million units of cable equipment annually.

With substantial operations in the United States and Mexico, the
Debtors earned revenues of approximately $153.6 million in 2011,
and as of July 28, 2012, the Debtors directly employed over 2,300
people in North America, 72% of which are unionized.

Contec Holdings, Ltd., and its affiliates on Aug. 29, 2012 sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12437) with
a plan of reorganization that has the support of senior lenders
and noteholders.

Ropes & Gray LLP, serves as bankruptcy counsel to the Debtors;
Pepper Hamilton LLP is the local counsel; AP Services LLC, is the
restructuring advisor; Moelis & Company is the investment banker;
and Garden City Group is the claims agent.


CORD BLOOD: Sells Stake in stellacure GmbH to Medivision
--------------------------------------------------------
Cord Blood America, Inc., has sold its 51% stake in its German
subsidiary, stellacure GmbH, to Medivision mbH, headquartered in
Hamburg, Germany, for approximately EUR33,649 or $43,420.  A
principal of Medivision was also a minority shareholder in
stellacure prior to closure of this deal.  Other minority
shareholders, with the exception of the German Red Cross, agreed
to sell their positions in stellacure to Medivision pro rata to
the terms of CBAI.

"There were primarily three options facing us as we evaluated
stellacure; we could continue to invest, we could sell our stake
at a highly discounted position, or allow for a bankruptcy filing.
Regarding further investment, we concluded several months ago that
we were not going to provide any additional funding to stellacure,
and in fact, have not provided any working capital under the terms
of the loan agreement since September of 2011," commented Joseph
Vicente, President of Cord Blood America.  "There was no clear
path regarding the additional time or incremental capital
stellacure would require to achieve profitability.  In our most
recent 2012 second quarter filing, stellacure experienced a 28.3%
decline in revenues compared to same period in 2011.  Those
revenues accounted for only 6.3% of the total consolidated
revenues for the Company, and stellacure was the only operating
unit to post an operating loss which totaled over $100,000.  The
capital needed to sustain the ongoing operating losses is much
better served in our current debt restructuring initiatives which
we first announced in early July and continue to focus on as we
improve the capital structure of the Company.  In addition to the
elimination of the consolidated operating loses, we expect save
approximately $40,000 in annual professional service fees."

Mr. Vicente concluded, "With the decision made not to provide
additional funding, we were faced with the imminent filing of
bankruptcy if the business was not sold.  With an interested party
coming forward to acquire stellacure, we concluded that our
ability to secure a waiver against all past and future claims,
along with a nominal amount of cash, as the key factors resulting
in our decision to sell our stake in stellacure.  The protracted
uncertainty surrounding a bankruptcy is something we wanted to
avoid as we position CBAI for the future.  Regarding the Company's
financial statements, we are going to take a one time charge in
our third quarter, 2012, as we write off a significant portion of
the loan to stellacure.  Going forward, we are confident we are a
stronger company financially as we eliminate a subsidiary that we
believe was not able to produce growth and/or profitability for
the foreseeable future."

A copy of the Agreement is available for free at:

                       http://is.gd/hiV9LX

                     About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

After auditing the 2011 results, Rose, Snyder & Jacobs, LLP, in
Encino, California, expressed substantial doubt substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has sustained
recurring operating losses, continues to consume cash in operating
activities, and has insufficient working capital and an
accumulated deficit at Dec. 31, 2011.

Cord Blood reported a net loss attributable to the Company of
$5.97 million in 2011, compared with a net loss attributable
to the Company of $8.09 million in 2010.

The Company's balance sheet at June 30, 2012, showed $7.44 million
in total assets, $6.76 million in total liabilities and $682,107
in total stockholders' equity.


CORNER INVESTMENT: S&P Gives 'B-' Corp. Credit Rating; Outlook Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned Corner Investment
Propco LLC (hereafter referred to as Caesars Drai's) its 'B-'
corporate credit rating. The company is an indirect wholly owned
subsidiary of Las Vegas-based Caesars Entertainment Corp. The
rating outlook is negative.

"At the same time, we assigned Caesars Drai's proposed $180
million senior secured term loan due 2019 our 'B' issue-level
rating (one notch higher than the 'B-' corporate credit rating),
with a recovery rating of '2', indicating our expectation for
substantial (70% to 90%) recovery for lenders in the event of a
payment default. The proposed term loan will not be guaranteed by
direct parent Caesars Entertainment Operating Co. Inc. or the
ultimate parent, Caesars Entertainment Corp.," S&P said.

"The company will use proceeds from the term loan to fund
construction costs associated with the redevelopment of Bill's,
fund an interest reserve and working capital, and pay fees and
expenses," S&P said.

"Our corporate credit rating on Caesars Drai's reflects our
assessment of the company's financial risk profile as 'highly
leveraged' and our assessment of the company's business risk
profile as 'vulnerable,' according to our rating criteria," said
Standard & Poor's credit analyst Melissa Long.

"Our assessment of Caesars Drai's financial risk profile as highly
leveraged reflects the aggressive financial policy and weak credit
profile of the ultimate parent, Caesars Entertainment Corp. (CEC).
Although the borrower is structured as an unrestricted subsidiary
of CEC, we believe its credit quality is linked to that of CEC. We
believe that a bankruptcy at CEC could cause a bankruptcy at
Caesars Drai's, if management decides it is in its best interest
to include it in a broader bankruptcy proceeding," S&P said.

"Beyond the structural linkage related to CEC's controlling
position, Caesars Drai's will also rely on approximately $23.5
million of fixed lease payments from the direct parent Caesars
Entertainment Operating Co. Inc. (CEOC). These lease payments
comprise the majority of the cash flows available to service debt
each year under our performance expectations, although the
payments can step down based on leverage at Caesars Drai's. While
these lease payments offer steady cash flow streams sufficient to
meet debt service needs, given CEC's weak credit profile
(including operating lease-adjusted debt to EBITDA of about 12x
and EBITDA coverage of interest of just 0.9x as of June 30,
2012), we believe this level of fixed-lease payment could
challenge CEOC's ability to meet its own debt obligations in the
event performance trends across the Las Vegas Strip deteriorate or
cash flows from this project fail to reach at least that level,"
S&P said.

"Our assessment of Caesars Drai's business risk profile as
vulnerable reflects the entity's reliance on a single property for
cash flow, its position in a highly competitive market with many
casino and nightclub operators, and risks associated with
redeveloping and turning around an underperforming property,
including attracting a new customer demographic. The project is a
redevelopment of Bill's Gamblin' Hall & Saloon, which will add a
Drai's designed and managed nightclub and dayclub, upgrade the
casino, and remodel and convert the hotel into a boutique hotel.
While the renovation project faces construction and execution
risks, these risks are lower than those of a new build, in our
view. Our business risk assessment also takes into account the
property's favorable location on the Las Vegas Strip, which lends
itself to significant foot traffic, management's significant
experience in operating casinos and nightclubs, and the inclusion
of the property in Caesars' Total Rewards network," S&P said.


CUNNINGHAM LINDSEY: S&P Assigns 'B' Counterparty Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
counterparty credit rating to Cunningham Lindsey Group Ltd. (CLGL)
following the announcement of private-equity sponsor CVC Capital
Partners' (CVC) acquisition of a majority ownership interest in
the company. "At the same time, we are assigning our 'B' issue-
level rating with '3' recovery rating to the company's proposed
first-lien facilities consisting of a $395 million term loan and a
$140 million revolver. The '3' recovery rating indicates our
expectation for a meaningful (50%-70%) recovery for lenders in the
event of a payment default. We also assigned our 'B-' debt rating
with a '5' recovery rating to the company's proposed $125 million
second-lien term loan. The '5' recovery rating indicates our
expectation of modest (10%-30%) recovery of principal in the
event of a default. The outlook is stable," S&P said.

"Our counterparty credit rating on CLGL, which owns various
subsidiaries across broad regions, reflects the company's marginal
liquidity and limited financial flexibility resulting from its
highly leveraged capital structure with a high amount of
intangible assets," said Standard & Poor's credit analyst Polina
Chernyak. "Furthermore, in our view the company faces integration
and execution risks in its growth-by-acquisition strategy, though
we believe this will be generally manageable based on its track
record. Offsetting these negative factors is the company's good
competitive position as one of the largest global loss-adjusting
and claims-management services providers. In addition, the company
differentiates itself from peers through its increasingly diverse
revenue streams across a broad geographic platform and service
provisions, and improving operating performance."

"The $934 million (net of cash) acquisition of majority ownership
interest in CLGL by CVC includes a sizable $349 million equity
component (about 40% of the considered purchase price); however, a
$585 million debt-funding component (the other 60%) somewhat
worsens the company's credit fundamentals. Specifically, our
adjusted pro-forma total debt-to-adjusted EBITDA ratio
deteriorates to 5.8x from about 2.6x for full-year 2011 before the
transaction. We believe that, although the proposed
recapitalization under CVC would result in somewhat weaker credit-
protection measures, the company's business and financial profile
will enable it to deleverage gradually," S&P said.

"CLGL is issuing a seven-year first-lien term loan B of $395
million, a $140 million five-year revolving facility ($65 million
will be drawn at closing), and a 7.5-year second-lien term loan of
$125 million to finance its recapitalization in conjunction with
the CVC acquisition. We expect the transaction to close in
November 2012," S&P said.

"The outlook is stable. We expect the company to enhance its
market position through a series of acquisitions targeting
regional small companies that generate EBITDA margins in a range
of 11%-14%, and to maintain its trajectory of favorable
performance, with overall organic growth in the positive low- to
mid-single digits on continued market share gains. Due diligence
is the key to managing acquisition risks. We expect CLGL to
maintain a marginal financial profile and generate an adjusted
margin of 11%-14%, with a debt-to-last-12-months adjusted EBITDA
ratio of less than 6x and EBITDA fixed-charge coverage of 2x or
more. Overall, we expect CLGL to maintain its earnings and stay
compliant with its financial covenants under the new credit
facilities. If CLGL is unable to meet these expectations, we could
lower the rating one notch. A positive rating action is possible
if the company demonstrates a sustainable track record of improved
earnings and leverage metrics," S&P said.


CYCLONE POWER: Has $2.5-Mil. Stock Purchase Pact with GEM Global
----------------------------------------------------------------
Cyclone Power Technologies, Inc., signed a Common Stock Purchase
Agreement with GEM Global Yield Fund Limited whereby GEM has
agreed to purchase up to $2.5 million of the Company's common
stock over the following 24-month period.  Under a Registration
Rights Agreement concurrently signed with GGYF, the Company agreed
to file an S-1 Registration Statement with the Securities and
Exchange Commission covering the shares that may be issued to GGYF
under the Purchase Agreement.

The purchase price of the shares related to the future funding
will be based on a 10% discount to the prevailing market prices of
the Company's shares at the time of sales.  The Company will
control the timing and amount of any sales of shares to GGYF by
issuing to GGYF a draw down notice.  The amount of shares that the
Company may require GGYF to purchase at one time is limited to
400% of the average daily trading volume for the 10 trading days
prior to the notice.  GGYF will not be obligated to purchase more
than 50% of any amount in a draw down notice and will have the
option to subscribe for up to 200% of any draw down notice.

In consideration for entering into the $2.5 million Purchase
Agreement, GGYF will receive a structuring fee from the Company of
$37,500, payable from not more than 25% of any gross proceeds from
any draw down and not later than 12 months from the date on of the
Purchase Agreement.  GGYF has also received common stock purchase
warrants to purchase for a period of five years up to 5,000,000
shares of Common Stock at an exercise price per share equal to
$.27 per share, representing approximately a 125% premium over the
current market price of the Company's common stock.  The shares
underlying the Warrants are being registered in the current S-1.

The Purchase Agreement may be terminated at any time by written
mutual consent.  The proceeds received by the Company under the
common stock purchase agreement will be used for general working
capital purposes.

                        About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

The Company reported a net loss of $23.70 million in 2011,
compared with a net loss of $2.02 million in 2010.

The Company's balance sheet at June 30, 2012, showed $1.68 million
in total assets, $3.79 million in total liabilities and a $2.11
million total stockholders' deficit.

In its audit report for the year ended Dec. 31, 2011, results,
Mallah Furman, in Fort Lauderdale, FL, noted that the Company's
dependence on outside financing, lack of sufficient working
capital, and recurring losses raises substantial doubt about its
ability to continue as a going concern.


DEWEY & LEBOEUF: Prosecutors Look Into Disclosures to Lenders
-------------------------------------------------------------
The Wall Street Journal's Jennifer Smith and Reed Albergotti
report that prosecutors in Manhattan are investigating whether top
managers at Dewey & LeBoeuf LLP purposely misled lenders about the
law firm's financial health, according to people with knowledge of
the investigation.  WSJ relates that, according to a person
briefed on the probe, investigators also are looking into whether
the law firm's leaders made false statements to former partners
about Dewey's progress repaying loans on their behalf.

The report says the probe began about five months ago on the eve
of the firm's collapse and is still in its early stages and may
not result in the filing of any criminal charges.

One source told WSJ the Manhattan district attorney has sent
subpoenas in recent months to Dewey and at least one of its
lenders seeking information relating to communications Dewey's
leaders had with banks and former partners.  Prosecutors have also
met with Dewey's bank lenders, according to one of these people.

WSJ says Barry Bohrer, a lawyer for former Dewey chairman Steven
Davis, didn't respond to a request for comment, but Mr. Bohrer
previously has said that, "Every action of Mr. Davis as chair of
the firm was taken in good faith and in the best interests of the
firm."

WSJ relates that, according to the person briefed on the probe, a
major focus in the continuing probe is on statements made by
Dewey's leaders to a bank syndicate led by J.P. Morgan Chase with
which the firm had a $100 million revolving line of credit.  The
agreement expired earlier this year, and the firm's managers were
trying to extend it in the months leading up to Dewey's demise.
WSJ notes it isn't clear what time period prosecutors are
examining.

According to the report, two people familiar with Dewey's finances
in recent years said they doubted that managers had engaged in
criminal behavior, and said that lenders had always been given the
firm's audited financial statements.

Sources also told WSJ that investigators are looking into the bank
loans that some former Dewey partners took out from Barclays PLC's
corporate-banking division to buy equity in the firm, a common
practice at large law firms.  When those partners left, Dewey was
supposed to return their capital by paying down the balance of the
loan, which, as previously reported by The Wall Street Journal,
the firm had struggled to do.

According to the report, last year Dewey told some former partners
that the firm was making payments on the principal of the loans.
But in some cases the firm had only paid down the interest,
according to ex-partners and a person with knowledge of the
repayment schedule, WSJ relates.

According to WSJ, Ned Bassen, Esq., at Hughes Hubbard & Reed LLP,
who is representing Messrs. Davis, former executive director
Stephen DiCarmine and former chief financial officer Joel Sanders
in the firm's bankruptcy proceedings, said his clients weren't
responsible for the firm's collapse, and that no evidence proving
their culpability had yet been presented.

                       About Dewey & LeBoeuf

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

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

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

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

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

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

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


DEWEY & LEBOEUF: Jones Day May Seek Final Allowance of LAD Fees
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted Dewey & LeBoeuf LLP authorization to employ Jones Day
as special counsel to the Debtor, nunc pro tunc to Sept. 19, 2012,
solely for the limited purpose of preparing, filing and
prosecuting a final fee application on behalf of DL in connection
with the bankruptcy of Los Angeles Dodgers and its affiliates.

As reported in the TCR on Sept. 27, 2012, other than with respect
to the services to be provided by Jones Day under the
comprehensive settlement agreement and stipulation including
agreement relating to the Jones Day final fee application, Jones
Day will not be precluded from representing or holding any
interest adverse to DL in the DL Bankruptcy Case or otherwise by
reason of the LAD Stipulation or the performance of services
pursuant to the LAD Stipulation.  DL consents to and waives any
objection it may have to (a) any representation by Jones Day of
any adversary of DL or any person holding an interest adverse to
DL in the DL Bankruptcy Case or otherwise, and (b) any adverse
interest held by Jones Day or any partners, members of counsel, or
associates of Jones Day in the DL Bankruptcy Case or otherwise.

Based on the facts set forth in the declaration of Sidney P.
Levinson, formerly an attorney at DL and now a partner of Jones
Day, the Debtor's estate may assert certain claims or causes of
action against Jones Day and former DL partners on matters
unrelated to LAD Settlement.

Jones Day will apply to the LAD Bankruptcy Court for professional
compensation at its prevailing hourly rates and for reimbursement
for expenses reasonably incurred in connection with the
preparation and prosecution of the Final Fee Application and LAD
or the LAD Disbursing Agent will directly pay Jones Day all
amounts awarded by the LAD Bankruptcy Court on account of such
services.  The estate of DL will not be responsible for payment of
the fees or expenses incurred by Jones Day in connection with the
preparation and prosecution of the Final Fee Application.

A copy of the LAD Stipulation is available at:

http://bankrupt.com/misc/dewey.doc526.pdf

                       About Dewey & LeBoeuf

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

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

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

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

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

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

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


DEWEY & LEBOEUF: Hiring Wescher as Auctioneer to Sell Artwork
-------------------------------------------------------------
Dewey & LeBoeuf LLP asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to (A) employ Adam A.
Wescher & Son, Inc., as auctioneer, and (B) to sell the Debtor's
collection of artwork pursuant to private auctions.  The Debtor
listed the artwork as having a book value of $2.3 million in its
schedules of assets and liabilities.  The Debtor, however,
believes this book value does not accurately represent the current
value of the artwork.

To the best of the Debtor's knowledge, Weschler and its employees
are "disinterested persons," as that term is defined in Section
101(14) of the Bankruptcy Code.

Pursuant to the terms of the Weschler Agreements, Weschler will be
be entitled to these commissions from the successful sale of the
artwork for capital collection and single owner auctions:

     Aggregate Sale Price     Commission Rate
     --------------------     ---------------
     Up to $99,999            10% Commission
     $100,000 - $299,999      8% Commission
     $300,000 - $499,999      6% Commission
     Over $500,000            4% Commission

For metro auctions, Weschler will be entitled to a flat 15%
commission from the sale of the artwork based on the final bid
price.

Weschler will also be to charge purchasers of the artwork a fee as
follows: (i) for capital collection and single-owner auctions an
amount equal to 18% if paid by cash and 20% if paid by credit
card; (ii) for metro auctions an amount equal to 15% if paid by
cash and 18% if paid by credit card; and (iii) any other
reasonable fees charged to the purchaser, such as shipping and
handling costs.  Weschler's collection of the buyer's premiums
will not be considered proceeds for the purpose of calculating the
commission.

                       About Dewey & LeBoeuf

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

Dewey & LeBoeuf was formed by the 2007 merger of Dewey Ballantine
LLP and LeBoeuf, Lamb, Greene & MacRae LLP.  At its peak, Dewey
employed about 2,000 people with 1,300 lawyers in 25 offices
across the globe.  When it filed for bankruptcy, only 150
employees were left to complete the wind-down of the business.

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

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

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

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

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


DIALOGIC INC: Regains Compliance with NASDAQ's $1 Bid Price Rule
----------------------------------------------------------------
Dialogic Inc. received a deficiency letter from the Listing
Qualifications Department of The NASDAQ Stock Market, notifying it
that, for the prior 30 consecutive business days, the bid price
for the Company's common stock had closed below the minimum $1.00
per share requirement for continued listing on The NASDAQ Global
Market pursuant to NASDAQ Listing Rule 5450(a)(1).

On Oct. 2, 2012, the Staff notified the Company that it has
determined that for the last 10 consecutive business days, from
Sept. 17, 2012, to Sept. 28, 2012, the closing bid of the
Company's common stock has been above the minimum $1.00 per share
price.  Accordingly, the Company has regained compliance with the
Bid Price Rule and this matter is now closed.

                           About Dialogic

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

The Company reported a net loss of $54.81 million in 2011,
following a net loss of $46.71 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$140.76 million in total assets, $188 million in total
liabilities, and a $47.23 million total stockholders' deficit.

                        Bankruptcy Warning

The Company said in its 2011 annual report that in the event of an
acceleration of the Company's obligations under the Term Loan
Agreement or Revolving Credit Agreement and its failure to pay the
amounts that would then become due, the Revolving Credit Lender or
Term Lenders could seek to foreclose on the Company's assets.  As
a result of this, or if the Company's stockholders do not approve
the Private Placement and the Notes become due and payable, the
Company would likely need to seek protection under the provisions
of the U.S. Bankruptcy Code or the Company's affiliates might be
required to seek protection under the provisions of applicable
bankruptcy codes.  In that event, the Company could seek to
reorganize its business, or the Company or a trustee appointed by
the court could be required to liquidate the Company's assets.


DIANA LYNN CARTEE: Case Summary & 4 Unsecured Creditors
-------------------------------------------------------
Debtor: Diana Lynn Cartee
        aka Diana Lynn Day-Cartee
        514 Park Center Drive
        Nashville, TN 37205

Bankruptcy Case No.: 12-09099

Chapter 11 Petition Date: October 4, 2012

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Thomas Larry Edmondson, Sr., Esq.
                  T. LARRY EDMONDSON ATTORNEY AT LAW
                  800 Broadway 3D Fl
                  Nashville, TN 37203
                  Tel: (615) 254-3765
                  Fax: (615) 254-2072
                  E-mail: larryedmondson@live.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its four unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/tnmb12-09099.pdf

The petition was signed by Diana Lynn Cartee.


DIGITAL DOMAIN: Rosen Law Firm Alerts Investors for Class Action
----------------------------------------------------------------
The Rosen Law Firm reminds investors of the Nov. 19, 2012 lead
plaintiff deadline in the class action lawsuit filed by the firm
on behalf of investors who purchased the common stock Digital
Domain Media Group, Inc. in its Company's initial public offering
on Nov. 18, 2011, and also including those investors who bought
DDMG stock between Nov. 18, 2011 and Sept. 6, 2012.

If you purchased DDMG stock between Nov. 18, 2011 through and
including Sept. 6, 2012, you may join the DDMG class action by
visiting the firm's website at http://rosenlegal.com/; you may
call Phillip Kim, Esq., toll-free, at 866-767-3653 or e-mail
pkim@rosenlegal.com for information on the class action.

The Complaint alleges that in violation of the federal securities
laws defendants made material misstatement of facts about the
Company's true financial condition in the IPO documents.  Namely,
Defendants (a) did not accurately describe the Company's "burn
rate" of cash the Company's ability to continue as a going
concern; (b) failed to disclose that at the time of the IPO DDMG
CEO Textor had entered into an undisclosed loan agreement for $10
million which was secured by DDMG shares; and (c) failed to
disclose that certain members of DDMG's senior management had
previously served as senior management of another company that
went bankrupt in 2008.  The Complaint alleges that these
undisclosed facts materialized in the form of DDMG's bankruptcy
filing on Sept. 11, 2012, damaging investors.

If you wish to serve as lead plaintiff, you must move the Court no
later than Nov. 19, 2012.  A lead plaintiff is a representative
party acting on behalf of other absent class members in directing
the litigation.  If you wish to join the litigation, or to discuss
your rights or interests regarding this class action, please
contact Jonathan Horne, Esq. or Phillip Kim, Esq. of The Rosen Law
Firm, toll-free, at 866-767-3653, or via e-mail at
jhorne@rosenlegal.com or pkim@rosenlegal.com. You may also visit
the firm's website at http://www.rosenlegal.com.

The Rosen Law Firm represents investors throughout the globe,
concentrating its practice in securities class actions and
shareholder derivative litigation.

                        About Digital Domain

Digital Domain Media Group, Inc. -- http://www.digitaldomain.com/
-- engages in the creation of original content animation feature
films, and development of computer-generated imagery for feature
films and transmedia advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11
to sell its business for $15 million to Searchlight Capital
Partners LP.

The Debtors have also sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Port St. Lucie, Florida-based Digital Domain disclosed assets of
$205 million and liabilities totaling $214 million.

DDMG also announced that it has entered into a purchase agreement
with Searchlight Capital Partners L.P. to acquire Digital Domain
Productions Inc. and its operating subsidiaries in the United
States and Canada, including Mothership Media, subject to the
receipt of higher and better offers and Court approval.

DDPI and Mothership, with studios in California and Vancouver, are
focused on creating digital visual effects, CG animation and
digital production for the entertainment and advertising
industries and are led by recently promoted Chief Executive
Officer Ed Ulbrich.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company listed assets of $205 million and liabilities totaling
$214 million.  Debt includes $40 million on senior secured
convertible notes plus $24.7 million in interest.  There is
another issue of $8 million in subordinated secured convertible
notes.


ELEPHANT TALK: Mobile and Security Revenue Up Roughly 106% Y/Y
--------------------------------------------------------------
Elephant Talk Communications, Corp., announced preliminary third
quarter results for 2012.

Preliminary 3Q12 results:

   * Mobile and Security revenue was approximately $2.9 million, a
     year-over-year increase of about 106%, up from $1.4 million
     in 3Q11

   * Mobile and Security revenue accounted for an estimated 44% of
     total third quarter revenue, up from 18% in the same year ago
     period

   * Gross Margin (revenue minus cost of services), a non-GAAP
     measure, increased approximately 160% to about $2.1 million
     representing about 31% of total revenue.  Gross Margin for
     the third quarter of 2011 was $0.8 million and accounted for
     10% of revenue

   * Adjusted EBITDA, a non-GAAP measure, improved sequentially to
     a loss of approximately $2.3 million from a loss of $2.7
     million in the second quarter of 2012

   * The Company ended the quarter with an unrestricted cash
     balance of approximately $4.3 million, up slightly from the
     $4.1 million reported at the end of the second quarter of
     2012

"We are pleased with our preliminary third quarter results,"
stated Steven van der Velden, CEO of Elephant Talk Communications.
"Due to strong growth of the higher margin Mobile and Security
revenues and tight controls on cash in the third quarter, the
Company remains on track to achieve its first month of positive
operational cash flow by early 2013, excluding non-cash expenses
and capital expenditures."

The Company plans to report actual third quarter 2012 results in
early November.

                        About Elephant Talk

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

The Company's balance sheet at June 30, 2012, showed
$44.63 million in total assets, $17.30 million in total
liabilities, and $27.32 million in total stockholders' equity.

Elephant Talk reported a net loss of $25.31 million in 2011, a net
loss of $92.48 million in 2010, and a net loss of $17.29 million
in 2009.  The Company reported a net loss of $10.99 million for
the six months ended June 30, 2012.


EMMIS COMMUNICATIONS: Sells Emmis Interactive to Marketron
----------------------------------------------------------
Emmis Communications Corporation has announced the sale of its
Emmis Interactive business unit to Marketron.

The sale will allow Emmis to focus on the full commercialization
of its FM Analog/HD Radio Smartphone application and Tagstation,
the cloud-based engine that supplies data for the smartphone
application and digital dashboards.

Emmis will work with Marketron Interactive on their continued
development and broadened distribution of the award-winning
Digital Suite of software and services, including the BaseStation,
GeoStation and Guidable brands.  Emmis will continue as a core
Marketron customer and retain an economic interest in Marketron's
success in expanding the products and services purchased.  Terms
of the sale were not disclosed.

The FM Analog/HD Radio Smartphone application debuted successfully
at the National Association of Broadcaster (NAB) convention in
April.  Emmis is working closely with radio broadcasters, the
National Association of Broadcasters, iBiquity Digital, wireless
carriers, and wireless OEMs on the commercial launch.

"We developed some great products at Emmis Interactive and we are
very excited for Marketron and our team moving over to Marketron
to take the platform to the next level," said Jeff Smulyan,
President and CEO of Emmis Communications.  "At Emmis, we will
focus our remaining development efforts on Tagstation, enabling a
next generation radio experience for smartphone users with enabled
FM chips."

Emmis SVP and Chief Technology Officer Paul Brenner is leading the
Tagstation design and software development.

In addition to the acquired technology, Emmis Interactive's
Chicago-based executive team has been retained by Marketron.
Deborah Esayian and Rey Mena will oversee the integration of Emmis
Interactive's assets and operations.

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria.  The company also publishes six
regional and two specialty magazines.

The Company's balance sheet at May 31, 2012, showed
$350.94 million in total assets, $360.51 million in total
liabilities, $46.88 million in series A cumulative convertible
preferred stock, and a $56.45 million total deficit.

                           *     *     *

Emmis carries Caa2 corporate family rating and a Caa3 probability
of default rating from Moody's.

In July 2011, Moody's Investors Service placed the ratings of
Emmis on review for possible upgrade following the company's
earnings release for 1Q12 (ended May 31, 2011) including
additional disclosure related to the pending sale of controlling
interests in three radio stations.  The sale of the majority
ownership to GCTR will generate estimated net proceeds of
approximately $100 million to $120 million, after taxes, fees and
related expenses.  Emmis will retain a minority equity interest in
the operations of the three stations and Moody's expects senior
secured debt to be reduced resulting in improved credit metrics.


ENTERTAINMENT PROPERTIES: Fitch Rates $125 Million Notes 'BB'
-------------------------------------------------------------
Fitch Ratings assigns a 'BB' credit rating to the $125 million
6.625% series F preferred stock issued by Entertainment Properties
Trust (NYSE: EPR).

Net proceeds from the offering of approximately $121 million are
expected to be used to redeem all of EPR's 7.38% series D
preferred shares at an aggregate redemption price of approximately
$115.8 million, which includes approximately $800,000 of accrued
and unpaid distributions at the anticipated redemption date, and
for general corporate purposes.

The company's ratings are driven by the consistent cash flows
generated by the company's triple-net leased megaplex movie
theatres and charter schools, together with the cash flows from
the company's other recreational and entertainment-based
investments, which are solidly in excess of the company's fixed
charges.  The ratings also take into account credit concerns
including idiosyncratic risks involved with charter school
investments and the company's investment in asset classes that are
likely less liquid and financeable during periods of financial
stress.

For the 12 months ended June 30, 2012, EPR's fixed-charge coverage
ratio pro forma for the preferred stock offering was 2.6x compared
with 2.5x and 2.3x for the years ended Dec. 31, 2011 and 2010,
respectively.  This coverage is solid for a 'BBB-' IDR.  Fitch
projects that EPR's fixed-charge coverage ratio will improve
slightly over the next 12 to 24 months due primarily to the spread
on new acquisitions over the cost of financing, and assuming
future acquisitions are executed on a leverage-neutral basis.
Fitch defines fixed-charge coverage as recurring operating EBITDA
less recurring capital expenditures, non-cash interest income and
straight-line rent adjustments, divided by interest incurred and
preferred stock dividends.

EPR has a manageable lease expiration profile. Of the company's
megaplex theatre revenue, which represents 62% of total revenue,
the majority of leases expire beyond 2018.  Of the company's
charter school leases, which represent 11% of total revenue, all
leases expire after 2030.

Historically, many tenants have chosen to exercise their renewal
options, which has mitigated re-leasing risk and provided
predictability to portfolio-level cash flows.  That said, there is
a risk that expiring leases might not be renewed or be renewed on
less favorable terms to EPR given that a theatre's performance may
have weakened during the term of the long-term lease.

The company's leverage, measured as net debt-to-trailing 12 months
recurring operating EBITDA was 4.8x as of June 30, 2012, up from
4.4x and 4.6x as of Dec. 31, 2011 and 2010, respectively.  The
small uptick is a result of EPR funding acquisitions primarily
with debt over the last year.  Fitch projects that EPR's leverage
will be in the mid- to high-4.0x range over the next 12 to 24
months, which would remain appropriate for the 'BBB-' IDR.

EPR has solid contingent liquidity from its unencumbered property
pool. As of March 31, 2012, unencumbered asset coverage of net
unsecured debt was 2.1x utilizing a stressed 12% capitalization
rate on unencumbered net operating income (NOI) from the owned
property portfolio, a ratio that is strong for a 'BBB-' IDR.  The
company also has over $350 million book value of unencumbered
mortgage notes receivable that are currently performing.
Including 75% of these unencumbered assets to reflect the cash-
flowing nature of these investments would improve unencumbered
asset coverage to approximately 2.6x, which would also be strong
for a 'BBB-' IDR.

The company has a well-laddered debt maturity profile.  Aside from
maturities in 2017 ($240 million unsecured term loan), 2020 ($250
million unsecured senior notes) and 2022 ($350 million unsecured
senior notes), annual debt maturities do not account for more than
12% of total debt in any given year, alleviating refinance risk.
Over the next five years 29% of total debt will mature, the
majority of which is made up of mortgages.  EPR intends to further
migrate toward an unsecured funding model, and will likely use
unsecured debt to repay these mortgages, broadening the
unencumbered asset pool, which Fitch views as a credit positive.

EPR's sources of liquidity (unrestricted cash, availability under
its unsecured revolving credit facility, expected retained cash
flows from operating activities after dividend payments) cover
uses of liquidity (pro rata debt maturities and expected capital
expenditures) by 2.9x for the period from July 1, 2012 to Dec. 31,
2014.  This strong liquidity surplus is driven in large part by no
debt maturities until 2014 and further reflects the relatively low
capital-intensive nature of EPR's business.

In addition, the covenants under EPR's credit agreements do not
limit financial flexibility.  As of June 30, 2012, the company was
well within its covenants for the revolving credit facility, term
loan and senior unsecured notes.

EPR currently faces increased risk from its largest charter school
tenant. Imagine Schools, Inc.  Imagine is the lessee of 69% of
EPR's charter schools as of June 30, 2012, and recently closed or
is in the process of closing several schools because of poor
academic performance.  With EPR's approval, Imagine can sell, sub-
lease or substitute non-performing schools with performing schools
on the nine assets.  Although EPR is relatively well protected by
a master lease structure, currently good cash flow coverage, and a
letter of credit, these closings are indicative of the
idiosyncratic risks of charter school investments.

The ratings also take into consideration a degree of tenant
concentration.  The company's two largest theatre operators
collectively accounted for 43% of total revenues in the second
quarter of 2012 (2Q'12), although the company has been steadily
reducing its exposure to its largest tenants. Rental revenues from
American Multi-Cinema, Inc. (AMC; Fitch IDR of 'B' with a Negative
Outlook) accounted for 33% of total revenue and Rave Cinemas for
10% of total revenues.  Imagine, EPR's largest public charter
school operator, accounted for 9% of total revenue in 2Q'12.
Given that most of EPR's top tenants are either unrated or have
below investment-grade ratings, the potential for corporate
default, bankruptcy and lease rejection could reduce EPR's rental
revenues.

One mitigant to this risk is that on a portfolio basis, property-
level EBITDAR covers rent payments by a healthy margin for nearly
all of EPR's theatre and charter school assets, indicative of
solid four-wall profitability.  Box office revenues have been
relatively resilient over the last decade, as total box office
revenues have risen or stayed flat in eight of the last 10 years,
indicative of stability in operator top-line cash flows.  In
addition, no theatre tenant has ever missed a lease payment since
EPR's formation in 1997, and no tenants on a portfolio-wide basis
have EBITDAR coverage of rent below 1.0x.  Further, the company
has increased the diversification of its tenant base over the last
several years, which Fitch views positively.

The company's real estate investments are in or backed by mostly
non-core property types (e.g. megaplex movie theatres, charter
schools, wineries, ski areas and waterparks) and thus may be less
liquid or financeable in periods of company or market stress.  The
demonstrated alternative use of certain of the company's assets
may be limited, absent the company incurring costs to attract new
non-theatre tenants, despite EPR's theatre properties typically
being well-located and having high-quality amenities.

The Stable Outlook reflects Fitch's expectation that leverage will
stay relatively unchanged and coverage will remain above 2.5x,
over the next 12 to 24 months, metrics that are appropriate for a
'BBB-' IDR.  The company's unencumbered asset coverage of
unsecured debt will likely decline slightly as it repays mortgages
with unsecured debt but will remain appropriate for the 'BBB-'
IDR. In addition, EPR has strong liquidity and good demonstrated
access to capital, mitigating potential refinance risk.

The two-notch differential between EPR's IDR and its preferred
stock rating is consistent with Fitch's 'Treatment and Notching of
Hybrids in Nonfinancial Corporate and REIT Credit Analysis'
Criteria Report dated Dec. 15, 2011, as EPR's preferred securities
have cumulative coupon deferral options exercisable by EPR and
thus have readily triggered loss absorption provisions in a going
concern.

The following factors may have a positive impact on the ratings or
Outlook:

  -- Fitch's expectation of leverage sustaining below 4.0x
     (leverage was 4.8x as of June 30, 2012);
  -- Fitch's expectation of fixed-charge coverage sustaining above
     3.0x (pro forma coverage was 2.6x for the 12 months ended
     June 30, 2012);
  -- Growth in the unencumbered portfolio, particularly in the
     megaplex movie theatre portfolio.

The following factors may have a negative impact on the ratings or
Outlook:

  -- Fitch's expectation of leverage sustaining above 5.5x;
  -- Fitch's expectation of fixed-charge coverage sustaining below
     2.2x;
  -- A sustained liquidity coverage ratio of below 1.0x;
  -- A weakening in the credit quality of EPR's tenants;
  -- The company deviating materially from its core strategy of
     acquiring theatres, charter schools and other entertainment-
     based assets.

Fitch currently rates EPR as follows:

  -- Issuer Default Rating (IDR) 'BBB-';
  -- Unsecured revolving line of credit 'BBB-';
  -- Senior unsecured term loan 'BBB-';
  -- Senior unsecured notes 'BBB-';
  -- Preferred stock 'BB'.

The Rating Outlook is Stable.


EVANS OIL: Soneet Kapila Appointed as CRO and Interim Manager
-------------------------------------------------------------
The Hon. Barry S. Schermer of the U.S. Bankruptcy Court for the
Middle District of Florida approved the appointment of Soneet
Kapila as chief restructuring officer and interim manager for
Evans Oil Company LLC.

As reported in the Troubled Company Reporter on Sept. 5, 2012, the
Debtor previously obtained approval to hire Mr. Kapila as
facilitator, indexer of equipment and auctioneer for the Debtors.
Mr. Kapila is serving as facilitator pursuant to a May 21 order
entered by the bankruptcy court.  The ore tenus motion to expand
the duties of Soneet Kapila, made by Fifth Third Bank, will be
effective as of Aug. 9, 2012;

The duties of Mr. Kapila will be expanded.  The Court has allowed
him, to among other things:

   a. maintain a presence at Evans Oil Company during its regular
      business hours for the purpose of facilitating due diligence
      requested by any bidder and the sale transaction, including
      without limitation, Florida Petroleum Company LLC; and

   b. at the request of Florida Petroleum Company LLC, Mr. Kapila,
      and his staff, will review, prepare a detailed index of, and
      to the extent Mr. Kapila deems the premises of Evans Oil
      Company LLC and related Debtors.  Representatives of Debtors
      and of Florida Petroleum Company LLC may observe such
      review.

As reported in the Troubled Company Reporter on June 14, 2012,
Judge Barry S. Schermer appointed Mr. Kapila as facilitator
effective on May 10, 2012, for the Debtor's case.  As facilitator,
Mr. Kapila will freely expedite any requests for data, records,
documents, information, and interviews to prospective buyers of
the business of the Debtor entities consistent with the protocols.
All due diligence regarding any plan of reorganization or any sale
of the Debtors' assets will be facilitated by Mr. Kapila until the
earlier of (1) consummation of a sale of all or substantially all
of the assets, or (2) confirmation of a plan of reorganization, or
(3) further order  of the Court.  In the event that he experiences
any difficulty with the exchange of information, he will
immediately contact the Court, which will issue any additional
orders, as may be necessary.

                          About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel
to the Debtors.  Garden City Group Inc. is the claims and notice
agent.  The Parkland Group Inc. is the restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.

Fifth Third Bank failed in its bid for appointment of a Chapter 11
trustee to replace management.

Soneet Kapila was appointed by the bankruptcy judge as facilitator
effective on May 10, 2012 for Evans Oil.  All due diligence
regarding any plan of reorganization or any sale of the Debtors'
assets will be facilitated by Mr. Kapila until the earlier of
consummation of a sale of all or substantially all of the assets,
or (2) confirmation of a plan of reorganization.


EVANS OIL: SS&G Parkland OK'd to Provide Restructuring Services
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved Evans Oil Company LLC's amended motion to employ SS&G
Parkland Consulting, LLC as successor to The Parkland Group, Inc.
to provide restructuring services.

As reported in the Troubled Company Reporter on Sept. 5, 2012, the
Debtors also asked that the Court:

   i) amend the employment and retention of The Parkland Group to
      provide restructuring services to the Debtors, to
      acknowledge the continued employment and retention of the
      professionals by Parkland's successor, SS&G Parkland
      Consulting, LLC; and

  ii) confirm that effective July 1, 2012, all restructuring work
      performed for the Debtors was performed by SSGPC and not
      Parkland.

According to the Debtors, the professionals from SSGPC will be
providing exactly the same services authorized pursuant to the
original application and the original retention order.  SSGPC will
charge the exact same rates for the professionals from SSGPC to
the estate as they charged when the professionals were employed by
Parkland.  The only change occurring is the entity providing the
services to the Debtors.

More specifically, as with Parkland, SSGPC will provide these
restructuring services to Debtors:

   a) manage, in consultation with the board the restructuring
      efforts of Debtors;

   b) assist management of cash and accounts payable;

   c) assist the Debtors with the collection of accounts
      receivable; and

   d) assist the Debtors in managing its assets, including both
      personal property and real property assets.

The hourly rates of SSGPC's personnel are:

         Principals                  $325 - $395
         Directors                   $275 - $325
         Consultants                 $250 - $275

In connection with the prepetition retention by Debtors, Parkland
received a $25,000 security retainer on Jan. 24, 2011.  On
Jan. 27, 2011, Parkland received a $75,000 further retainer.

To the best of the Debtors' knowledge, SSGPC does not hold or
represent any interest adverse to Debtors and their estates in the
matters upon which it is engaged.

                          About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel
to the Debtors.  Garden City Group Inc. is the claims and notice
agent.  The Parkland Group Inc. is the restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.

Fifth Third Bank failed in its bid for appointment of a Chapter 11
trustee to replace management.

Soneet Kapila was appointed by the bankruptcy judge as facilitator
effective on May 10, 2012 for Evans Oil.  All due diligence
regarding any plan of reorganization or any sale of the Debtors'
assets will be facilitated by Mr. Kapila until the earlier of
consummation of a sale of all or substantially all of the assets,
or (2) confirmation of a plan of reorganization.


EVANS OIL: Approved to Sell Assets Pursuant to Amended APA
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
granted the motion:

   i) vacating the Court's order dated Sept. 26, 2012; and

  ii) approving Amendment No. 1 to asset purchase agreement dated
      as of Aug. 10, 2012.

Evans Oil Company LLC, et al., Florida Petroleum Company LLC, and
Fifth Third Bank, in their motion, stated that on Aug. 27, the
Court authorized, on a final basis, the sale of assets to FPC, the
highest and best bidder.  On Sept. 27, Soneet Kapila, the Court-
appointed chief restructuring officer and interim manager of the
Debtors, informed the bidders that no bids meeting the undisclosed
reserve amount were received.

Also, the parties requested to amend the APA between the Debtors
and FPC to reflect the order approving the appointment of
Mr. Kapila as chief restructuring officer and interim manager.
The CRO order provides that the CRO will have full and final
authority regarding all business and financial matters of the
Debtors.

The parties stated that vacating the sealed bid order will allow
the sale of the selling Debtors' assets to FPC or its assignees to
occur pursuant to the terms of the amended FPC purchase agreement
and the sale order.  The sale is expected to close, under the
amended FPC APA on Oct. 1, 2012.

Fifth Third had consented to the APA amendment.

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

                          About Evans Oil

Naples, Florida-based Evans Oil Company LLC, aka Evans Oil Co LLC,
distributes bulk oil, gas, diesel and lubricant products.  Evans
Oil, together with affiliates, filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Fla. Lead Case No. 11-01515) on Jan. 30,
2011.

Attorneys at Hahn Loeser & Parks LLP serve as bankruptcy counsel
to the Debtors.  Garden City Group Inc. is the claims and notice
agent.  The Parkland Group Inc. is the restructuring advisor.

Evans Oil estimated assets and debts at $10 million to $50 million
as of the Chapter 11 filing.

Fifth Third Bank failed in its bid for appointment of a Chapter 11
trustee to replace management.

Soneet Kapila was appointed by the bankruptcy judge as facilitator
effective on May 10, 2012 for Evans Oil.  All due diligence
regarding any plan of reorganization or any sale of the Debtors'
assets will be facilitated by Mr. Kapila until the earlier of
consummation of a sale of all or substantially all of the assets,
or (2) confirmation of a plan of reorganization.


FIRST UNION BAPTIST: Bronx Church Files Ch. 11 to Stop Foreclosure
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that First Union Baptist Church, situated on the Grand
Concourse in the Tremont section of the Bronx, New York, sought
bankruptcy protection to halt foreclosure set on the same day.

According to the report, the lender Carver Federal Savings Bank is
owed about $1.1 million, according to court papers.  Carver is the
largest black operated bank in the U.S., according to the bank's
website.

The Bloomberg report discloses that the building is worth more
than $1.3 million, the church says.  The not-for-profit church
took on mortgage debt to repair the structure.

First Union filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
12-14099) on Oct. 1, 2012.  Vincent Cuocci, Esq., at Law Office of
Vincent Cuocci, P.C., in Sayville, New York.  The Debtor disclosed
$1,379,600 in assets and $1,245,920 in liabilities.


FLETCHER INT'L: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Fletcher International, Ltd., filed with the U.S. Bankruptcy Court
for the Southern District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   N/A
  B. Personal Property           $52,163,709
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $195,673
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $30,256
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $22,771,919
                                 -----------      -----------
        TOTAL                    $52,163,709      $22,997,818*

* corrected -- $22,997,848

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

                   About Fletcher International

Fletcher International, Ltd., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-12796) on June 29, 2012, in Manhattan.  The
Bermuda exempted company estimated assets and debts of $10 million
to $50 million.  The bankruptcy documents were signed by its
president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel.

Fletcher International is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.


FLETCHER INT'L: Richard J. Davis Appointed as Chapter 11 Trustee
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the appointment of Richard J. Davis, Esq., as Chapter 11
trustee in the bankruptcy case of Fletcher International, Ltd.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed Mr. Davis
as the Chapter 11 trustee of the Debtor's estate, in response to
the order dated Sept. 7, directing the appointment of a trustee.

To the best of the U.S. Trustee's knowledge, the Chapter 11
trustee has no connections with the Debtors, their creditors, any
other parties-in-interest, their respective attorneys, the U.S.
Trustee, and persons employed in the Office of the U.S. Trustee,
other than those connections set forth on the declaration of
disinterestedness by Mr. Davis.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.


FLETCHER INT'L: Meeting of Creditors Continued Until Oct. 12
------------------------------------------------------------
Tracy Hope Davis, U.S. Trustee for Region 2, continued until
Oct. 12, 2012, at 2:30 p.m., the meeting of creditors in the
Chapter 11 case of Fletcher International, Ltd.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.


FRIENDSHIP DAIRIES: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------------
Friendship Dairies filed with the U.S. Bankruptcy Court for the
Northern District of Texas a List of Creditors Holding 20 Largest
Unsecured Claims, disclosing:

  Name of Creditor                                    Amount
  ----------------                                    ------
Lone Star Milk Producers                            $400,000
217 Baird Lane
Windthorst, TX 76389

Commodity                                           $356,845
Specialists Company
P.O. Box 802233
Kansas City, MO
Tel: 64180-2233

Kent Raim                                           $286,217
17249 Ward Cr RD
Cedaredge, CO 81413

Alta Genetics                                       $245,497

CHS                                                 $169,856

HF&C Feeds                                          $134,826

DBS Commodities                                     $112,954

Inveso, LLC                                         $101,695

Link Feed Ingredients                                $92,795

Southland Dairy Equipment                            $87,221

LT Drilling Company                                  $79,474

GEA Westfalia Surge West                             $75,693

Deaf Smith Electric                                  $71,660

Johnson, Miller & Co.                                $64,361

Renaissance Nutrition                                $60,823

Kendrick oil                                         $56,803

Lone star                                            $54,421

ADM                                                  $49,850

Southwest Ag                                         $43,234

Albert                                               $35,732

                     About Friendship Diaries

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Debtor operates a dairy near Hereford, Deaf Smith County,
Texas.  The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C. serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.


FTMI REAL ESTATE: Fla. Assisted-Living Home Sold for $17-Mil.
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Lenox on the Lake assisted living facility in
Lauderhill, Florida, will be sold for $17.15 million to GCK
Holdings LLC.

According to the report, the owner and operator of the facility
filed before the Chapter 11 filing signed a contract to sell the
facility to another purchaser for $13 million.  There were four
bidders at the auction this month, where the price rose 32%.  The
bankruptcy judge formally approved the sale to GCK on Oct. 4.

The facility owner is represented in the case by Thomas L. Abrams,
Esq., at Gamberg & Abrams, in Ft. Lauderdale, Fla., as bankruptcy
counsel.  Gamberg was engaged by the Debtors in January 2012 and
in connection therewith received payment of $28,000, which has
been utilized to compensate the firm for prepetition services
relating to the asset purchase agreement with the stalking horse
bidder and legal representation leading up to the bankruptcy case.
When the bankruptcy petitions were filed, there was an outstanding
balance of roughly $5,000, which was waived by Gamberg.

The hourly rates for the attorneys at Gamberg range from $350 to
$450 per hour.  The hourly rate of Thomas L. Abrams, Esq., and Jay
Gamberg, Esq., the attorneys who will be principally working on
the cases, are $450, but are reduced to $400 in the case.

                       About FTMI Real Estate

FTMI Real Estate LLC and FTMI Operator LLC sought Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 12-29214) in Fort
Lauderdale on Aug. 10, 2012.

FTMI Operator, which operates a health care business The Lenox on
The Lake, disclosed just $112,000 in assets and $31.98 million in
liabilities.  The LENOX -- http://www.thelenox.com-- is South
Florida's, newest state-of-the-art Assisted Living and Memory Care
community, which has a serene lakeside setting and wonderful
waterfront vistas.

FTMI Real Estate, a single asset real estate under 11 U.S.C. Sec.
101(51B), scheduled $19.64 million in assets and $28.93 million
in liabilities.  The Debtor owns The Lenox on The Lake facilities
at 6700 Commercial Boulevard, in Lauderhill, Florida valued at
$13 million.  The Secretary of Housing Urban Development has a
$25.87 million claim secured by the property.


GEOKINETICS INC: Holders Approve Director Exculpation Provision
---------------------------------------------------------------
The requisite holders of each of the Series C-1 Senior Preferred
Stock and Series D Junior Preferred Stock of Geokinetics, Inc.,
consented to the adoption of an amendment to the Company's
Certificate of Incorporation to add a director exculpation
provision by written consent in accordance with Section 228 of the
General Corporation Law of the State of Delaware.  The Amendment
was previously approved by the holders of each of the Common Stock
and the Series B-1 Senior Convertible Preferred Stock of the
Company at the 2012 Annual Meeting of Stockholders.  A copy of the
Certificate of Amendment is available at http://is.gd/nuIpAP

                         About Geokinetics

Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, is provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services.  These geophysical services include
acquisition of 2D, 3D, time-lapse 4D and multi-component seismic
data surveys, data processing and integrated reservoir geosciences
services for customers in the oil and natural gas industry, which
include national oil companies, major international oil companies
and independent oil and gas exploration and production companies
worldwide.

The Company's balance sheet at June 30, 2012, showed
$410.85 million in total assets, $580.10 million in total
liabilities, $88.19 million of Series B-1 Senior Convertible
Preferred Stock, and a stockholders' deficit of $257.44 million.

                           *     *     *

In the Oct. 5, 2011, edition of the TCR, Moody's Investors Service
downgraded Geokinetics Holdings, Inc.'s (Geokinetics) Corporate
Family Rating (CFR) and Probability of Default Rating (PDR) to
Caa2 from B3.

"The downgrade to Caa2 is driven by Geokinetics' lower than
expected margins in its international markets, constrained
liquidity and weak leverage metrics," commented Andrew Brooks,
Moody's Vice-President.  "The negative outlook highlights the
company's continuing tight liquidity and weak financial metrics
even in an improved oil and gas operating environment."

As reported by the TCR on Oct. 3, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured ratings
on Geokinetics Holdings Inc. (Geokinetics) to 'CCC+' from 'B-'.
The rating action reflects uncertainty surrounding the costs,
damage to reputation, and effect on operations following a
liftboat accident in the Southern Gulf of Mexico that led to four
fatalities, including two Geokinetics employees and two
subcontractors.


GLOBAL AVIATION: Wins OK to Amend CBA With Pilots
-------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York authorized North American Airlines,
Inc., et al., to enter into and make certain amendments to its
collective bargaining agreement with the Air Line Pilots
Association.

GSO Capital reserves all rights with respect to any attempt by the
Debtors to assume any agreement, including the CBA.

The Court also ordered that, among other things, if the Debtors
fail to confirm a plan of reorganization, the modifications to the
CBA that are approved in the order will be null and void, the
applicable CBA "snaps back" to the terms and conditions that
preceded entry of the order, and the respective unions will be
entitled to an administrative claim for the savings provided to
the Debtors in the interim.

As reported in the Troubled Company Reporter on Sept. 28, 2012,
BankruptcyData.com reported that North American Airlines filed
with the Court a motion for authority to enter into amendments to
its collective bargaining agreement with the Air Line Pilots
Association.

The Debtors asserted, "The Agreement is the final piece in the
Debtors' labor puzzle. It provides savings consistent with the
Debtors' business plan and the Debtors' obligations to the other
union groups who agreed to concessions, and extends the CBA, as
modified, for five years, which will provide North American with
substantial stability as a reorganized entity. The Agreement is a
fair and appropriate resolution of what would otherwise be hotly
contested proceedings under section 1113 of the Bankruptcy Code,
and is well within North American's business judgment."

                       About Global Aviation

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.

The Hon. Carla E. Craig has extended the Debtors' exclusive period
to file a Chapter 11 plan for each Debtor until Oct. 2, 2012, and
the exclusive period to solicit acceptances of a Chapter 11 plan
of each Debtor until Dec. 3, 2012.


GLOBAL AVIATION: Has Until Dec. 31 to Propose Chapter 11 Case
-------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York extended Global Aviation Holdings
Inc., et al.'s exclusive periods to file and solicit acceptances
for the proposed chapter 11 plan until Dec. 31, 2012, and March 1,
2013, respectively.

                       About Global Aviation

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.

The Hon. Carla E. Craig has extended the Debtors' exclusive period
to file a Chapter 11 plan for each Debtor until Oct. 2, 2012, and
the exclusive period to solicit acceptances of a Chapter 11 plan
of each Debtor until Dec. 3, 2012.


GLOBAL BANK: S&P Retains 'BB+/B' Foreign Currency Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'BBB-' rating
to Global Bank Corp.'s $200 million structured covered bonds
series 2012-1 under its new $500 million covered bond program. The
outlook is stable.

This is the first issuance from this program, which will be Global
Bank Corp. y Subsidiarias' (Global Bank's) primary mortgage
covered bond issuance platform. Further issuances could be made
under this program.

"The covered bonds issued under the new program represent the
issuer's direct unconditional and unsubordinated obligations and
rank pari passu among themselves. The covered bonds are backed by
a cover pool of residential mortgages denominated in U.S. dollars
and located in Panama; the covered bondholders have a priority
claim on these assets. The program will have a separate cover pool
that will be transferred to a guaranty trust in HSBC Investment
Corp., a subsidiary of HSBC Bank (Panama) S.A. (BBB/Stable/A-2),"
S&P said.

The rating reflects S&P's view of:

    The first recourse to Global Bank (BB+/Stable/B foreign
    currency rating).

    The second recourse to a portfolio of mortgages transferred to
    a guarantee trust, and the credit quality of the portfolio,
    which can withstand stressed credit risk during a pass-through
    scenario (i.e., without considering the covered bonds'
    maturity date).

    The initial overcollateralization of 17.4% (one minus the
    amount of the liabilities divided by the amount of the
    assets).

    The two-month reserve account to cover any potential interest
    shortfalls.

    The fact that 46% of the portfolio benefits from an interest
    rate subsidy from the government Panama (BBB/Stable/A-2)
    during the first 15 years after the loan's origination.

    The transaction's legal structure, which contemplates a true
    sale of the mortgage loans from Global Bank to the guarantee
    trust, effectively isolating the mortgage portfolio from the
    issuer's assets in case of default.

    "Our BBB/Stable/A-2 rating on HSBC Bank (Panama) S.A., the
    account bank," S&P said.

"In our stress scenario, we assume that Global Bank becomes
insolvent and the covered bond transaction has to instead rely on
the cover pool assets for repayment, including the possible sale
of the portfolio of mortgages to meet scheduled debt service. At
the assigned rating, we expect that the credit support will be
sufficient to withstand losses of approximately 14.8% (assuming a
foreclosure frequency of 28% and loss severity of 53%). In this
case, the securities may default if the sale of the collateral is
insufficient to pay the securities on time. However, the assigned
rating is one notch higher than the issuer credit rating on Global
Bank, which reflects our view that credit support should be
sufficient to cover credit losses under a stress scenario
consistent with the assigned rating. This approach is consistent
with the corporate recovery criteria, which indicate that a one-
notch uplift above the issuer credit rating would apply when
recovery prospects are more than 70%. Our stable outlook on the
covered bonds transaction reflects our stable outlook on Global
Bank," S&P said.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.

The Standard & Poor's 17g-7 Disclosure Report included in this
credit rating report is available at:

    http://standardandpoorsdisclosure-17g7.com/1111569.pdf


GRAYMARK HEALTHCARE: Amends Membership Purchase Pact with FHA
-------------------------------------------------------------
Graymark Healthcare, Inc., and its wholly-owned subsidiary, TSH
Acquisition, LLC, entered into an amendment to the Membership
Interest Purchase Agreement, dated as of Aug. 13, 2012, with
Foundation Healthcare Affiliates, LLC.

Pursuant to the Amendment, a party may terminate the agreement if
the closing of the acquisition does not occur on or before
Oct. 31, 2012, and an additional closing condition was added
requiring FHA to obtain the consent of the holder of preferred
interests in certain subsidiaries of FHA prior to the closing of
the acquisition.

A copy of the Amendment is available at http://is.gd/qNrLD3

                     About Graymark Healthcare

Graymark Healthcre, Inc., headquartered in Oklahoma City, Okla.,
provides care management solutions to the sleep disorder market.
As of June 30, 2012, the Company operated 107 sleep diagnostic and
therapy centers in 10 states.

The Company's balance sheet at June 30, 2012, showed $20.8 million
in total assets, $23.2 million in total liabilities, and a
stockholders' deficit of $2.4 million.

                        Going Concern Doubt

As of June 30, 2012, the Company had an accumulated deficit of
approximately $42.3 million and reported a net loss of
approximately $7.2 million for the six months then ending.  In
addition, the Company used approximately $2.4 million in cash from
operating activities from continuing operations during the six
months ending June 30, 2012.

Historically, management has been able to raise the capital
necessary to fund the operation and growth of the Company, but
the Company can give no assurance that it will be successful in
raising the necessary capital to fund the Company's operations.

During the three months ended June 30, 2012, the Company did not
maintain the minimum cash balance required under the Company's
loan agreement with Arvest Bank.  In addition, the Company did not
make the required principal and interest prepayment due to Arvest
Bank on June 30, 2012.

Furthermore, the Company is not currently in compliance with the
minimum bid price requirement for continued listing on The NASDAQ
Capital Market.  Under a notice received from NASDAQ, the Company
had until June 18, 2012, to regain compliance.  The Company
received a notice of delisting on June 19, 2012.  The Company
filed an appeal and went before a hearing with NASDAQ on July 26,
2012.  If the Company is delisted from NASDAQ, that will be an
event of default under the Company's loan agreement with Arvest
Bank.  Historically, the Company has been successful in obtaining
default waivers from Arvest Bank, but there is no assurance that
Arvest Bank will waive any future defaults.  Given that the
Company is not in compliance with certain covenants under the loan
agreement with Arvest Bank, the associated debt has been
classified as current on the accompanying consolidated condensed
balance sheets.

"These uncertainties raise substantial doubt regarding the
Company's ability to continue as a going concern," the Company
said in its quarterly report for the period ended June 30, 2012.
"The consolidated condensed financial statements do not include
any adjustments that might be necessary if the Company is unable
to continue as a going concern."


HILEX POLY: Moody's Affirms 'B3' Corp. Family Rating
----------------------------------------------------
Moody's Investors Service revised the ratings outlook of Hilex
Poly Co LLC to stable from negative and affirmed the B3 Corporate
Family and Probability of Default Ratings. Moody's also affirmed
the B3 rating on the senior secured term loan.

Moody's took the following actions:

- Revised ratings outlook to stable from negative

- Affirmed B3 Corporate Family Rating

- Affirmed B3 Probability of Default Rating

- Affirmed B3 (LGD 4-58%) on $135 million Senior Secured Term
   Loan Due 2015 (approximately $107 million outstanding)

The revision of the ratings outlook to stable from negative
reflects improved operating performance and liquidity including
more headroom under financial covenants. The stable ratings
outlook reflects expectations of limited operating margin
improvement amid the still challenging economic environment and
adequate liquidity.

Rating Rationale

The B3 Corporate Family Rating reflects the narrow operating
margins for the rating category, largely commoditized product
line, fragmented industry, and high customer concentration.
Approximately 94% of the company's sales are plastic t-shirt bags.
The top 10 customers generate approximately 60% of revenue and
Wal-Mart is the largest customer. The rating is also constrained
by the company's small size, lack of pricing power and short
history of operating improvements.

Strengths in the company's profile include low leverage, leading
position in the industry and long-standing customer relationships
with well-established companies. Between 70%-75% of Hilex's sales
stem from food and drug retailers. The company also benefits from
completed restructuring and cost-cutting initiatives, contract
structures with raw material cost pass-through provisions, and
anti-dumping tariffs on Asian imports. Approximately 85% of the
company's volume has monthly pass-throughs for resin, while the
rest has quarterly pass-throughs. Hilex also owns a recycling
plant which helps source recycled material and reduces the cost of
that material to the company.

The ratings could be downgraded if there is a deterioration in the
operating and competitive environment such that FCF to Debt falls
below 3%, the EBIT margin fails to improve above 3.5%,
EBIT/Interest fails to improve above 1 time, and/or Debt to EBITDA
increases above 6.5 times. Ratings could also be downgraded if
there is a deterioration in the liqudity profile including the
cushion under financial covenants. A significant debt financed
acquisition or another dividend recapitalization could also result
in a downgrade.

The ratings could be upgraded if the EBIT margin increases to the
high single digits, EBIT to Gross Interest Expense increases above
1.3 times and Debt to EBITDA remains below 5.7 times. An upgrade
would also be contingent upon the maintenance of adequate
liquidity and stability in the operating and competitive
environment.

The principal methodology used in rating Hilex was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.


HOMELAND SECURITY: Trevor Stoffer Named to Board of Directors
-------------------------------------------------------------
The board of directors of Timios National Corporation, formerly
known as Homeland Security Capital Corporation, appointed Trevor
Stoffer to serve as a director of the Company.  Mr. Stoffer is
currently the President and Chief Executive Officer of Timios,
Inc., a wholly-owned, indirect subsidiary of the Company.

There are no arrangements or understandings between Mr. Stoffer
and any other person pursuant to which Mr. Stoffer was appointed
as a director, other than a Voting Agreement, dated Aug. 28, 2012,
pursuant to which Thomas McMillen, the President, Chief Executive
Officer and a director of the Company, and Mr. Stoffer agree to
vote all of their securities in favor of electing themselves as
members of the Company's Board in accordance with the terms
thereof.

Mr. Stoffer has not previously held any positions with the Company
and has no family relations with any directors or executive
officers of the Company.

Mr. Stoffer will be reimbursed for reasonable expenses incurred in
connection with his service on the Board.

                      About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Coulter & Justus,
P.C., in Knoxville, Tennessee, noted that Related Party Senior
Notes Payable totalling $5.55 million are due and payable.  As of
Dec. 31, 2011, the Company has a net capital deficiency in
addition to a working capital deficiency, which raises substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $3.98 million on $0 of net
revenue for the year ended June 30, 2011.

The Company's balance sheet at June 30, 2012, showed $9.03 million
in total assets, $11.82 million in total liabilities, $169,768 in
warrants payable, and a $2.96 million total stockholders' deficit.


HBB REAL ESTATE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: HBB Real Estate Holdings, LLC
        1498 NW 54 St.
        Miami, FL 33130

Bankruptcy Case No.: 12-33879

Chapter 11 Petition Date: October 4, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Kishasha B. Sharp, Esq.
                  K.B. SHARP PA
                  20801 Biscayne Blvd # 403
                  Aventura, FL 33180
                  Tel: (786) 923-5992
                  E-mail: kbsharppa@gmail.com

Estimated Assets: $0 to $50,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Harry Norton, managing member.


HRK HOLDINGS: Has Until Nov. 1 to Propose Chapter 11 Plan
---------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida extended HRK Holdings, LLC, and HRK
Industries, LLC's exclusive periods to propose a chapter 11 plan
until Nov. 1, 2012.

The Debtors said in Court papers, that they have several projects
that require immediate attention, including but not limited to:

  (a) completing due diligence items in order to close on a sale
      of 32 acres of property to Air Products by Oct. 31, 2012;

  (b) working with newly engaged investment brokers to market
      additional property for sale;

  (c) working with Regions Bank to obtain approval of the DIP
      financing;

  (d) working with the Florida Department of Environmental
      Regulation to ensure the environmental integrity of the site
      and to determine the appropriate use of DIP financing for
      required environmental site work; and

  (e) working with newly engaged trial counsel related to
      Litigation styled and numbered HRK Holdings, LLC v. Ardaman
      & Associates, Inc., et al., Case No. 2012-CA-3631 pending in
      the Circuit Court for Manatee County, Florida.

The Debtors requested an extension to allow them the time
necessary to focus on the Projects.  The Debtors said their
attention to the Projects at this stage in the cases is beneficial
to the estates by increasing income and stability the Debtors'
operations.

                        About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

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

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

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


IRVINE SENSORS: Extends Forbearance with PFG Until Oct. 31
----------------------------------------------------------
ISC8 Inc., formerly known as Irvine Sensors Corporation, and
Partners for Growth III, L.P., have extended their forbearance
agreement until Oct. 31, 2012.

In December 2011, ISC8 entered into a Loan and Security Agreement
with PFG pursuant to which the Company obtained a two-year,
$5,000,000 revolving credit facility from PFG.

As of July 31, 2012, the Company was not in compliance with the
financial covenants in the Loan Agreement.  On Aug. 21, 2012, the
Company and PFG entered into a Forbearance, Limited Waiver and
Consent under Loan and Security Agreement by which, subject to
certain terms and conditions, PFG waived that default and
consented to other actions taken or to be taken by the Company,
including the Transaction, and the Company agreed to pay to PFG a
$30,000 fee and issue to PFG the Future Warrant.

The Waiver, by its terms, expired on Sept. 30, 2012.  As of
Sept. 28, 2012, in light of the Company's continuing non-
compliance with the financial covenants in the Loan Agreement and
the pending closing of the proposed Transaction, the Company and
PFG entered into an Extension of Forbearance Under Loan and
Security Agreement.

                       Securities Issuances

ISC8 Inc. has issued and may in the future issue up to $11,020,800
in aggregate principal amount of 12% Subordinated Secured
Convertible Notes due 2015, pursuant to that certain Securities
Purchase Agreement, dated as of Dec. 23, 2010, among the Company
and the initial holders of those notes.

The Company has issued $4,000,000 in aggregate principal amount of
12% Senior Subordinated Promissory Notes due 2013.

The Company's obligations under the Promissory Notes are secured
by liens on substantially all of its assets pursuant to that
certain Security Agreement, dated as of Dec. 23, 2010, between the
Company and the Holder Representative.

Effective as of Sept. 28, 2012, and Oct. 3, 2012, respectively,
the Company issued and sold to The Griffin Fund LP, a major
stockholder and debt holder of the Company, Senior Subordinated
Secured Convertible Promissory Notes due Nov. 30, 2012, in the
aggregate principal amount of $1,200,000 and $300,000,
respectively.  The Notes are each of an issue of Senior
Subordinated Secured Convertible Promissory Notes, in an aggregate
principal amount of up to $10,000,000, that the Company may issue
to The Griffin Fund LP or its affiliates and certain other
investors.

On July 13, 2012, the Company issued an aggregate of 4,458,000
shares of Common Stock to 26 accredited investors pursuant to the
Company's election, according to the terms and conditions of those
certain 12% Subordinated Secured Convertible Notes issued by the
Company to those investors on various dates between Dec. 23, 2010,
and July 19, 2011.  These shares were issued in lieu of cash in
order to pay the interest accrued on the 12% Notes for the fiscal
quarter ended July 1, 2012.

A detailed copy of the Form 8-K is available for free at:

                        http://is.gd/j4UP7f

                        About Irvine Sensors

Headquartered in Costa Mesa, Calif., Irvine Sensors Corporation
(OTC BB: IRSN) -- http://www.irvine-sensors.com/-- is a vision
systems company engaged in the development and sale of
miniaturized infrared and electro-optical cameras, image
processors and stacked chip assemblies and sale of higher level
systems incorporating said products.  Irvine Sensors also conducts
research and development related to high density electronics,
miniaturized sensors, optical interconnection technology, high
speed network security, image processing and low-power analog and
mixed-signal integrated circuits for diverse systems applications.

The Company reported a net loss of $15.76 million on
$14.09 million of total revenues for the fiscal year ended Oct. 2,
2011, compared with a net loss of $11.15 million on $11.71 million
of total revenues for the fiscal year ended Oct. 3, 2010.

The Company's balance sheet at July 1, 2012, showed $8.87 million
in total assets, $36.99 million in total liabilities, and a
$28.12 million total stockholders' deficit.


ISTAR FINANCIAL: Moody's Assigns 'B1' Senior Secured Debt Rating
----------------------------------------------------------------
Moody's Investors Service assigned a B1 senior secured rating to
iStar's October 2012 senior secured facility. Moody's
simultaneously upgraded iStar's March 2012 senior secured facility
Tranche A-1 rating to Ba3 from B1, the March 2012 Tranche A-2
rating to B1 from B2, the corporate family rating to B2 from B3,
and senior unsecured debt to B3 from Caa1. These rating actions
follow the announcement that iStar plans to raise $1.8 billion in
a new senior secured credit facility which will refinance the 2011
senior secured credit facility. As a result, the 2011 senior
secured credit facility ratings were withdrawn. The rating outlook
is stable.

Rating Rationale

On September 28, 2012, iStar announced that it launched a new $1.8
billion senior secured credit agreement The proceeds from new
facility will refinance the 2011 senior secured credit facility
Tranche A-1 and Tranche A-2 which are scheduled to mature in 2013
and 2014, respectively. The new facility is expected to have a
five year term and be collateralized 1.25X by substantially the
same collateral pool as in the 2011 facility.

The current ratings reflect the REIT's success in extending near
term debt maturities and improving fundamentals in commercial real
estate. The ratings on the October 2012 senior secured credit
facility takes into account the asset coverage, the size and
quality of the collateral pool, and the term of facility.

The stable rating outlook reflects the gradual stabilization of
iStar's portfolio, SFI's strengthening liquidity, and management's
demonstrated ability to manage its liquidity.

Positive rating momentum would depend on fixed charge coverage of
over 1.1X (on a sustained basis) resulting from earnings growth,
stronger near-term (2 years) liquidity coverage, continued
resolutions of its non-performing assets, and the re-establishment
of its lending platform. In addition, Moody's would expect
leverage levels to be commensurate with iStar's asset profile and
quality.

Negative rating pressure could result should the REIT fail to
achieve resolutions of its non-performing assets at or above the
current carrying value and fixed charge coverage remaining below
1.0X. Any liquidity challenges or covenant breaches could lead to
a downgrade.

The following ratings were assigned with a stable outlook:

  iStar Financial Inc. -- October 2012 senior secured credit
  facility at B1

The following ratings were upgraded with a stable outlook:

iStar Financial, Inc. -- March 2012 senior secured credit facility
Tranche A-1 to Ba3 from B1 and Tranche A-2 to B1 from B2;
corporate family rating to B2 from B3; senior unsecured debt to B3
from Caa1; senior debt shelf to (P) B3 from (P)Caa1; subordinated
debt shelf to (P) Caa2 from (P)Caa3; preferred stock to Caa2 from
Caa3; and preferred stock shelf to (P) Caa2 from (P)Caa3.

The following ratings were withdrawn:

  iStar Financial Inc -- 2011 senior secured credit facility
  Tranche A-1 at B1 and Tranche A-2 at B2.

Moody's last rating action with respect to iStar Financial Inc.
was on March 9, 2012 when Moody's assigned B1 to its March 2012
senior secured credit facility Tranche A-1 and B2 to Tranche A-2,
and affirmed SFI's 2011 senior secured Tranche A-1 at B1 and
Tranche A-2 at B2, SFI's corporate family rating at B3, and SFI's
senior unsecured ratings at Caa1 and preferred ratings at Caa3.

iStar Financial's ratings were assigned by evaluating factors
Moody's believes are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company versus others within its industry, ii) the capital
structure and financial risk of the company, iii) the projected
performance of the company over the near to intermediate term, and
iv) management's track record and tolerance for risk. These
attributes were compared against other issuers both within and
outside of iStar's core industry and the company's ratings are
believed to be comparable to those of other issuers of similar
credit risk.

iStar Financial Inc. is a property finance company that elects
REIT status. iStar provides custom-tailored investment capital to
high-end private and corporate owners of real estate and invests
directly across a range of real estate sectors. iStar Financial is
headquartered in New York City, and had assets of $7.2 billion and
common shareholders' equity of $1.5 billion as of June 30, 2012.


JOHN STANTON: Chapter 7 Trustee Seeks to Recover Rounder Stock
--------------------------------------------------------------
Rounder, Inc disclosed its plans to increase the number of members
on its Board of Directors and to hire a new corporate President,
along with other corporate management.  The Company has been
actively searching for parties to fill available positions since
Sept. 16, 2012.  An updated business plan will be prepared and
once completed it will be made available for public viewing.

The Company's goal is to remove all vestiges of the John Stanton
era along with any affiliates and or past associates.  Rounder
Inc. looks forward to a new era of profit and growth.

Former President and Chairman of the Board of Directors John
Stanton filed a bankruptcy petition on Dec. 13, 2011 in Tampa
Florida.  The case was converted to a Chapter 7 liquidation on
Feb. 22, 2012.  The court appointed Larry Hyman as the Chapter 7
Trustee.  By operation of bankruptcy law, the Chapter 7 Trustee is
vested in ownership of all nonexempt property owned by John
Stanton as of the bankruptcy filing date.  The Trustee has taken
steps to recover stock owned by John Stanton for the benefit of
the bankruptcy estate and is also pursuing action to recover
shares that may have been transferred to affiliates.  On Oct. 3,
2012, the Bankruptcy Court held a hearing in which it granted the
Trustees motion for a preliminary injunction.  The injunction will
enjoin the transfer of stock owned by John Stanton.  United States
Bankruptcy Court, Middle District of Florida, Tampa Division -
Case No. 8:11-bk-22675-MGW Chapter 7.

Furthermore Rounder Inc. intends to take legal action to disclaim
the debt purportedly owned by Mr. Stanton's affiliated company and
or companies.  Action has been taken via a demand letter for the
return of the shares or the money received and the value of the
services given by any affiliated company or companies.


KEOWEE FALLS: Approved to Sell Substantially All Assets for $17MM
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
authorized Keowee Falls Investment Group, LLC to (i) sell
substantially all of the assets; and (ii) assume and assign
certain designated unexpired leases and executory contracts to
Worthington Hyde Partners-II, L.P., pursuant to an asset purchase
agreement.

The Court was advised that there were no timely submitted
competing bids at the Aug. 27, 2012, auction.

The APA dated July 17, 2012, provides that WH will purchase the
assets for a total consideration of $17,125,000, payable in
$17,000,000 credit bid and $125,000 cash payment.

The Debtor has entered into a stipulation resolving objections of
Oconee County Tax Collector and Silver Sun Partners, LLC.

               About Keowee Falls Investment Group

Travelers Rest, South Carolina-based Keowee Falls Investment
Group, LLC, filed a Chapter 11 petition (Bankr. D. S.C. Case
No. 12-01399) in Spartanburg, South Carolina, on March 2, 2012.
Bankruptcy Judge John E. Waites presides over the case.
R. Geoffrey Levy, Esq., at Levy Law Firm, LLC assists the Debtor
in its restructuring effort.  Keowee Falls estimated assets at
$100 million to $500 million and debts at $10 million to
$50 million.

The Cliffs Communities, Inc., owns 100% of the shares.

Units of The Cliffs Communities, led by The Cliffs Club &
Hospitality Group, Inc., doing business as The Cliffs Golf &
Country Club, along with 10 affiliates, sought Chapter 11
protection (Bankr. D. S.C. Lead Case No. 12-01220) on Feb. 28,
2012.

The Cliffs has eight premier, private master-planned residential
communities, each to have its own world-class golf course.
Approximately 3,734 lots have been sold.  There are currently
1,385 finished homes, with 63 under construction.  The properties
for sale are owned by non-debtor DevCo entities.

The Feb. 28 Debtors operate the exclusive membership clubs for
golf, tennis, wellness and social activities at The Cliffs'
communities in North and South Carolina.  The clubs have 2,280
members, and there are 766 resigned members with refundable
deposits totaling $37 million.  The Debtors do not own the golf
courses -- they only own or lease all the "core amenities" for the
operation of the golf courses.

The Debtors disclosed, in an amended schedules, $32,671,753 in
assets and $19,913,844 in liabilities as of the Chapter 11 filing.

No committee of unsecured creditors has been appointed.


LAKELAND DEVELOPMENT: Governmental Proofs of Claim Due Oct. 31
--------------------------------------------------------------
The judge in the bankruptcy case of Lakeland Development Company
set Oct. 31, 2012, as the deadline for governmental entities to
file proofs of claim against the Debtor.

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LAKELAND DEVELOPMENT: Exclusivity Periods Extended Thru January
---------------------------------------------------------------
The U.S. Bankruptcy Court extended Lakeland Development Company's
exclusive period to propose a Chapter 11 plan to Jan. 8, 2013, and
the period to secure acceptances of a plan to Jan. 24, 2013.

A hearing will be held on Jan. 24, 2013, at 2:00 p.m., to
determine whether the exclusivity period will continue until the
Debtor has obtained acceptances of a Plan of Reorganization.

The order pointed out that the Court received information
regarding the current state of the Chapter 11 case, and evidence
that the Debtor is making progress in its efforts to reorganize
its affairs by obtaining approval of the assumption of its
executory contracts with Ridgeline Energy Services, Inc., and its
progress in resolving disputes with REP, Paladin Group and the
Environmental Protection Agency of the United States of America.

                     About Lakeland Development

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LAKELAND DEVELOPMENT: Has Authority to Use Cash Thru January
------------------------------------------------------------
The U.S. Bankruptcy Court authorized Lakeland Development Company
to use cash collateral through Jan. 24, 2013, to pay expenses
during the chapter 11 proceedings.

To continue to provide assurance that the cash collateral is
adequately protected, the Debtor will provide 12345 Lakeland LLC:

   a. with verbal or telephonic status updates not less frequently
      than once every two weeks as requested by 12345 Lakeland;

   b. with a written accounting of all expenses and receipts for
      the immediately previous two weeks.  Such reports will be
      due by 12:00 noon at least two days before any scheduled
      telephonic status updates;

   c. with all reports and information specified in the
      prepetition agreements between the Debtor and 12345
      Lakeland's predecessor-in-interest which are required to be
      provided;

   d. with reasonable access to its books, records, and management
      personnel upon reasonable request during normal business
      hours;

   e. with copies of the Debtor's monthly bank statements within
      three business days after receipt by the Debtor;

   f. with copies of all public information related to the
      operations of the property, purchasers or lenders in
      connection with the 38 acre parcels of the Debtor's real
      property, and to Ridgeline;

   g. with copies of all documents submitted to the United States
      Trustee; and

   h. with reasonable access to such other information and
      documents as 12345 Lakeland may reasonably request relating
      to the Debtor's assets, liabilities, and operations
      prepetition or postpetition.

A further hearing on the cash collateral motion will be continued
to Jan. 24, 2013 at 2:00 p.m. in Courtroom 1645 of the case.

                     About Lakeland Development

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LAND O'LAKES: Moody's Assigns 'Ba1' CFR/PDR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded Land O'Lakes' senior secured
rating to Ba1 and assigned Corporate Family ("CFR") and
Probability of Default Ratings of Ba1. The downgrade reflects, in
part, Land O'Lakes' weakened credit metrics as a result of a
series of debt-funded acquisitions over the last year.
Accordingly, leverage has grown to approximately 4.3 times
(incorporating Moody's adjustments). The downgrade also
incorporates Moody's view that the cooperative's rapid series of
acquisitions and increased leverage implies more aggressive
financial policies on the part of management. Moody's also
assigned a Speculative Grade Liquidity Rating of SGL-3 noting the
expectation of adequate liquidity over the next 12 -- 18 months.

RATINGS ASSIGNED:

Land O'Lakes, Inc.

Corporate Family Rating at Ba1

Probability of Default Rating at Ba1

Speculative Grade Liquidity Rating at SGL-3

RATINGS DOWNGRADED:

Land O'Lakes, Inc.

$475 million senior secured revolving credit facility expiring
April 2016 to Ba1 (LGD 3, 49%) from Baa2;

$150 million senior secured term loan due 2021 to Ba1 (LGD 3, 49%)
from Baa2;

$155 million of 6.24% senior secured notes due December 2016 to
Ba1 (LGD 3, 49%) from Baa2;

$85 million of 6.67% senior secured notes due December 2019 to Ba1
(LGD 3, 49%) from Baa2;

$85 million of 6.77% senior secured notes due 2021 to Ba1 (LGD 3,
49%) from Baa2.

Land O'Lakes Capital Trust I

$191 million of 7.45% subordinated capital securities to Ba3 (LGD
6, 98%) from Ba1.

Outlook revised to stable.

RATINGS RATIONALE

The Ba1 Corporate Family Rating reflects Land O'Lakes' relatively
high leverage of 4.3 times and weak credit metrics, along with
increased integration risk associated with its recent spate of
acquisitions. The rating also reflects Moody's view that these
actions imply that financial policies have become more aggressive
over the last year. These considerations are counterbalanced by
Land O'Lakes' strong brands that hold leading market positions in
their respective categories, and the cooperative's high market
shares in crop inputs, shell and specialty eggs, and animal feed.
The ratings are constrained by the exposure to agricultural and
commodity markets that result in periods of high sales and cash
flow volatility, as well as the risk of increased earnings
correlation among related operating segments.

The stable outlook reflects Moody's expectation that, though
leverage will remain elevated in the near to intermediate term,
modest incremental EBITDA from recent acquisitions will provide
adequate cash flow to support operations and debt service. The
stable outlook also reflects that a challenging commodity pricing
environment may be buffered somewhat by its feed and crop services
businesses which may be slightly more insulated from commodity
prices.

Given Moody's expectation for modest earnings growth and minimal
near term delevering, an upgrade in the near to intermediate term
is unlikely. However, if Land O'Lakes is able to materially reduce
financial leverage, improve the diversity and stability of its
product portfolio, successfully integrate its new acquisitions,
and adopt a more conservative financial posture, an upgrade could
occur.

Land O'Lakes' leverage has increased meaningfully over the last
twelve months in an effort to fund its growth efforts. Additional
debt financed acquisitions, a deterioration in operating
performance, or a weakening of liquidity could contribute to a
downgrade. Specifically, should Land O'Lakes be unable to reduce
leverage to levels more appropriate to the Ba1 rating, including
debt/EBITDA (incorporating Moody's adjustments) to below 3.5 times
over the next year, ratings could be downgraded.

The principal methodology used in rating Land O'Lakes was the
Global Agricultural Cooperatives Industry Methodology published in
August 2010.

Land O'Lakes, Inc., based in Arden Hills, Minnesota, is an
agricultural cooperative focusing on dairy food, animal feed, and
agricultural crop inputs. Moody's-adjusted revenues, EBITDA and
Debt-to-EBITDA for the twelve months ending June 30, 2012 were
approximately $13.4 billion, $518 million, and 4.3 times,
respectively.


LDK SOLAR: LDK New Energy Has Forbearance with Lenders for 1 Year
-----------------------------------------------------------------
LDK Solar Co., Ltd., said that LDK New Energy Holding Limited, its
controlling shareholder, has been negotiating with its lenders
with respect to the loan outstanding under a credit agreement,
dated as of Sept. 26, 2011, as amended.

Pursuant to the Credit Agreement LDK New Energy has pledged
collateral, including ordinary shares and ADSs of LDK Solar
representing approximately an aggregate of 52.9% of LDK Solar's
total outstanding share capital.

LDK Solar said the lenders have agreed to forbear from exercising
their power of sale with regard to certain of the pledged
collateral arising as a result of various prior defaults under the
Credit Facility by LDK New Energy for a period of 12 months toward
the end of September 2013, subject to terms and conditions in the
forbearance arrangement and negotiation and finalization of the
definitive documentation, including an amended and restated Credit
Facility.

                           About LDK Solar

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

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

KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.
to continue as a going concern.  According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio under
a long-term debt agreement as of Dec. 31, 2011.  These conditions
raise substantial doubt about the Group's ability to continue as a
going concern.

The Company's balance sheet at June 30, 2012, showed US$6.40
billion in total assets, US$5.95 billion in total liabilities,
US$254.44 million in redeemable non-controlling interests and
US$192.17 million in total equity.


LEHMAN BROTHERS: Has Deal With European Unit for $38-Bil. Claims
----------------------------------------------------------------
James W. Giddens, Trustee for the liquidation of Lehman Brothers
Inc. under the Securities Investor Protection Act (SIPA), and Tony
Lomas, the Joint Administrator of Lehman Brothers International
(Europe), disclosed that an agreement in principle has been
reached to resolve all claims among their respective entities
totaling $38 billion.

The agreement is subject to documentation, approval by the U.S.
Bankruptcy Judge, the Honorable James M. Peck, and an order of the
English High Court.  If approved, the agreement will allow the
Trustee and the Joint Administrators to proceed with plans to
allocate and distribute assets to customers and creditors.

"This is a critical milestone for customers because, if approved
by the Court, the agreement sets the stage for distributions that
will provide for 100 percent recovery of customer property," said
Trustee Giddens.  "The agreement resolves tens of billions in
claims from LBI's largest single customer claimant and will allow
for customer and creditor distributions much sooner than if LBIE's
claims involving hundreds of thousands of transactions were
litigated.  We will now work toward the Court approvals necessary
for distributions on top of the more than $90 billion already made
to customers."

"The resolution of LBIE's claims relating to LBI will allow us to
move the case forward materially, enabling us to focus on the
client side allocation of over $7 billion of client assets," said
Joint Administrator Lomas.  "Our immediate priority is to finalise
the methodology for distribution of our Omnibus claim recoveries
to clients."

"Achieving a final resolution with LBI will be the most
significant step in LBIE's administration to date, and having this
coincide with our first interim distribution will enable us to
plan a much earlier second distribution than would otherwise be
the case," added Lomas.

                  Terms of Agreement in Principle

LBIE's Omnibus customer claim against LBI of $15.1 billion will be
allowed in an amount of approximately $7.5 billion (valued as of
19 September 2008) in securities and cash.  This claim will be
augmented by post-filing income estimated to be approximately $600
million.

LBIE's House customer claim against LBI of $8.9 billion will be
replaced by an allowed cash net equity customer claim of $500
million.

LBI will stipulate to an LBIE general property claim in the amount
of $4.0 billion, and LBI's unsecured claim against LBIE of $13.8
billion will be eliminated.

LBI's Client Money claim against LBIE will be assigned to LBIE's
nominee.

The parties have agreed to suspend scheduled litigation activity
until mid-December 2012 to allow work to proceed in finalizing of
this agreement.

The agreement limits the amount of the maximum recoveries that
each would make into the other's estate from the claims asserted
so that planning for distributions in their respective estates can
continue.

If a final agreement between the parties can be reached before
Dec. 15, 2012, a U.S. Bankruptcy Court hearing seeking approval of
the agreement can be anticipated in the first quarter of 2013.

                    Third and Major Last Claim

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Lehman Brother Inc., the brokerage
subsidiary of Lehman Brothers Holdings Inc., reached an agreement
in principle to settle the $38 billion in claims lodged by the
U.K. liquidators for Lehman Brother International (Europe).  The
LBIE claim was the largest filed in the Lehman brokerage
liquidation conducted under the Securities Investor Protection
Act.

According to the report, Lehman brokerage trustee James Giddens
said in a statement that the settlement will enable a "100%
recovery of customer property."  The three largest claims against
the Lehman broker now have all been settled.  Last week
Mr. Giddens reached settlement of the $6 billion in claims by
liquidators for the Swiss affiliate.  Previously, Mr. Giddens said
that the claim by the reorganized parent Lehman Brothers Holdings
Inc. was settled in principle.  LBIE's "omnibus customer claim" of
$15.1 billion will be permitted for $7.5 billion, plus $600
million in post-bankruptcy income.  LBIE's $8.9 billion "house
customer claim" is being replaced by a $500 million valid cash net
equity customer claim.

The report relates that the Lehman broker will have a $4 billion
"general property claim" against LBIE, and the $13.8 billion
unsecured claim will be eliminated.  Assuming final documentation
of the settlement is completed by December; Mr. Giddens expects
the bankruptcy court in New York will consider approving the
agreement during the first quarter of 2013.  The settlement also
must be approved by the English High Court.  The three recently
settled large claims were precluding Mr. Giddens from making
distributions to customers beyond the more than $90 billion turned
over shortly after bankruptcy in September 2008.

                       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.  Lehman made its first payment of $22.5 billion to
creditors in April and a second payment of $10.2 billion on
Oct. 1. A third distribution is set for around March 30.


LIN TELEVISION: Moody's Affirms 'B2' CFR; Rates Sr. Notes 'B3'
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to LIN Television
Corporation's proposed $290 million of Senior Notes. Proceeds from
the new notes, along with $24.4 million of balance sheet cash and
revolver advances will be used to fund most of the remaining $335
million due related to the purchase of New Vision Television's
assets. In addition, Moody's upgraded the existing 1st lien senior
secured credit facilities (includes the revolver, term loan A, and
term loan B) each to Ba2 from Ba3 and the 8.375% senior notes due
2018 to B3 from Caa1. The upgrades reflect the revised mix of debt
capital pro forma for the issuance of new senior notes including
greater debt cushion beneath the senior secured credit facility.
Moody's affirmed LIN's B2 Corporate Family Rating (CFR) and
Probability of Default Rating (PDR), as well as the SGL-2
Speculative Grade Liquidity (SGL) Rating. The rating outlook
remains stable.

Assigned:

Issuer: LIN Television Corporation

  New $290 million Senior Notes (mature in 8 years): Assigned B3,
  LGD5 -- 74%

Upgraded:

Issuer: LIN Television Corporation

  $75 million 1st lien sr secured revolver due 2016 ($34.6
  million outstanding post acquisition): Upgraded to Ba2, LGD 2
  -- 18% from Ba3, LGD3 -- 31%

  $125 million 1st lien sr secured term loan A due 2017 ($124.4
  million outstanding): Upgraded to Ba2, LGD 2 -- 18% from Ba3,
  LGD3 -- 31%

  $260 million 1st lien sr secured term loan B due 2018( $256.3
  million outstanding): Upgraded to Ba2, LGD 2 -- 18% from Ba3,
  LGD3 -- 31%

  $200 million of 8.375% sr notes due 2018: Upgraded to B3, LGD 5
  -- 74% from Caa1, LGD5 -- 85%

Affirmed:

Issuer: LIN Television Corporation

  Corporate Family Rating: Affirmed B2

  Probability of Default Rating: Affirmed B2

  Speculative Grade Liquidity Rating: Affirmed SGL -- 2

Outlook Actions:

Issuer: LIN Television Corporation

Outlook is Stable

Summary Rating Rationale

LIN's B2 Corporate Family Rating (CFR) reflects high leverage with
a 2-year average debt-to-EBITDA ratio of 5.5x as of June 30, 2012
pro forma for the acquisition (including Moody's standard
adjustments), compared to 5.1x pre-acquisition of New Vision
stations. Moody's expects LIN will utilize the majority of its
free cash flow to reduce debt balances, leading to improved
capacity to fund an acquisition or dissolution of the NBC JV
within leverage parameters consistent with its B2 CFR. Ratings
incorporate strong demand for political advertising through the
first week of November expected to result in an EBITDA boost for
the second half of 2012. Moody's expects 2-year average leverage
ratios to fall below 5.0x by the end of 2013, absent additional
acquisitions. EBITDA should decline in the mid single-digit
percentage range in 2013 driven by lower total revenues, on a same
store basis, due to the absence of significant political ad
spending, partially offset by low single-digit growth in core ad
revenues and expected increases in retransmission fees. "The
company's leading market positions and good free cash flow
generated by its geographically diverse portfolio of middle market
broadcast television stations partially offset the negative credit
impact of increased leverage to finance the New Vision
acquisition, potential delays in achieving the portion of planned
revenue synergies related to time sales and new media, as well as
the overhang from LIN TV Corp.'s guarantee of the NBC JV debt. The
company has multiple network affiliates in 18 of its expanded 23
markets leading to high revenue share and good margins," stated
Carl Salas, Moody's Vice President and Senior Analyst. Ratings
incorporate expectations that LIN will achieve the majority of its
planned $25 million of revenue and expense synergies by the end of
2014 and that retransmission revenues through the end of 2013 will
increase for existing and newly acquired stations accompanied by
higher expenses related to retransmission sharing fees (or reverse
compensation) paid to the networks. Exposure to cyclical
advertising revenue and the ongoing risk of audience diffusion
resulting from media fragmentation weigh on debt ratings.
Liquidity is good with minimum 2-year average free cash flow-to-
debt ratios of 5% over the rating horizon and the absence of near
term maturities.

The NBC JV is a significant overhang that poses elevated risk to
LIN's credit profile given the expected shortfall in meeting
interest payments on its $815.5 million loan from General Electric
Capital Corporation ("GECC") through the first half of 2013 and
given the decline in its asset value since the JV was formed in
1998. As of December 2011, the NBC JV was valued at $118 million
less than amount due under the note; although significant, this
value gap reflects consistent improvement compared to the
estimated $254 million gap between asset value and the note amount
at FYE2010 and $366 million at FYE2009. In January 2011, Comcast
acquired 51% of NBCUniversal, Inc. with GE owning the remaining
49%. Additionally, LIN TV Corp. and GE agreed to fund interest
coverage shortfalls with loans based on LIN's ownership interests
(LIN 20% / GE 80%). Ratings hinge on Moody's expectation that LIN
will utilize free cash flow to reduce debt and leverage to
increase its capacity to finance an acquisition or other
dissolution of the NBC JV, particularly if it occurs prior to the
2023 GECC loan maturity. Under most scenarios, an acquisition or
dissolution of the NBC JV would be leveraging to LIN. The
company's capacity to fund a transaction without exceeding
leverage metrics expected in the B2 CFR (as would be the case if a
transaction occurred in the near term) increases the longer it can
forestall such an event, and could be reached by 2014 or 2015
assuming free cash flow continues to be applied to reduce debt
balances.

The stable rating outlook reflects Moody's expectation that LIN
will track Moody's base case forecast with core revenues growing
in the low single digit percentage range resulting in 2-year
average debt-to-EBITDA ratios (includes political and non-
political years) remaining below 5.75x over the rating horizon and
good liquidity including continued capacity to fund unexpected
debt service shortfalls of the NBC JV. The outlook does not
include significant increases in debt balances to fund additional
acquisitions resulting in elevated debt-to-EBITDA ratios. Ratings
could be downgraded if an advertising downturn, cash distributions
to shareholders, additional debt financed acquisitions, or the
dissolution of the NBC JV results in 2-year average debt-to-EBITDA
ratios being sustained above 6.0x (including Moody's standard
adjustments) over the next 12 to 18 months. Beyond 12 to 18
months, debt-to-EBITDA ratios would need to be reduced
sufficiently below FYE2012 levels to maintain a B2 CFR and to
position the company for a refinancing of near term maturities
while providing financial flexibility to resolve NBC JV
obligations. Deterioration in liquidity including diminished
capacity to cover debt service shortfalls at the NBC JV (that
increases near term risk of dissolution of the JV) or other cash
requirements could also result in a downgrade. An upgrade is not
likely until there is a clear path to resolution of the overhang
related to the NBC JV.

LIN Television Corporation is headquartered in Providence, RI, and
upon closing of the acquisition of the assets of New Vision
Television ("New Vision"), LIN will own or operate 50 television
stations in 23 mid-sized U.S. markets ranked #22 to #188 reaching
10.6% of U.S. television households. In addition, LIN TV Corp.,
the company's parent, owns 20% of KXAS-TV in Dallas, TX and KNSD-
TV in San Diego, CA, through a joint venture with NBCUniversal
Media, LLC ("NBC JV"). HM Capital Partners LLC ("HMC") holds an
approximate 42% economic interest in LIN and approximately 70% of
voting control is held by HMC and Mr. Royal Carson III, a LIN
director and advisor for HMC. Pro forma for the pending
acquisition of New Vision and excluding NBC JV revenue, which is
accounted for under the equity method, the company generated
approximately $558 million of net revenues through LTM June 30,
2012.

The principal methodology used in rating LIN Television
Corporation was the 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.


LOUISIANA RIVERBOAT: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Louisiana Riverboat Gaming Partnership filed with the U.S.
Bankruptcy Court for the Western District of Louisiana a
consolidated list of creditors holding 20 largest unsecured
claims, disclosing:

  Name of Creditor                 Nature of Claim      Amount
  ---------------                  ---------------      ------
Aristocrat Technologies, Inc.      Slot Machines      $111,825

AT&T                                                   $22,753

Bally Gaming Inc.                                      $90,583

Bally Technologies                 Slot Machines      $241,913

Bossier City-Parish Sales &        Unsecured Priority
Use Tax Division                   Payment            $103,922

Bossier Education Excellence Fund  Gaming Taxes        $34,270

Bossier Parish Policy Jury         Gaming Taxes        $38,554

Entergy                                                $52,613

Franklin Press                                         $25,003

FSS-The Service Companies                              $81,291

Global Payments                                        $27,993

IGT                                                    $55,150

International Gaming Technology    Slot Machines      $444,817
9295 Prototype Drive
Reno, NV 89521

Reinhart Food Service                                 $59,425

Southeast Cleaning                                    $83,927

Swepco/American Electric Power                       $140,064

Sysco                                                 $29,953

The Lamar Corporation                                 $21,565

Warren County Tax Assessor         Property Taxes    $562,709
1009 Cherry St.
Vicksburg, MS 39180

WMS Gaming                                            $23,591

                       About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.

The Court authorized the Debtors to sell their assets at an
Oct. 15, auction.


MACCO PROPERTIES: Plan Outline Hearing Set for Nov. 14
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
will convene a hearing on Nov. 14, 2012, at 10 a.m., to consider
adequacy of the Fourth Disclosure Statement explaining the
proposed Fourth Amended Plan of Reorganization for Macco
Properties, Inc., et al.  Objections, if any, are due Oct. 19, at
5 p.m.

According to the Disclosure Statement proposed by sole shareholder
Jennifer Price on Sept. 21, 2012, the Plan provides for (i)
payment in full, with the applicable interest, of all
administrative expense claims and tax claims; (ii) payment in
full, with interest, of all non-guaranty or indemnification claims
against the Debtor; (iii) payment in full, implementation of
agreed treatment, or waiver of discharge with respect to guaranty
and indemnification claims; and (iv) retention of equity interest
by the holder thereof.

The Plan further provides that the property of the Debtor's estate
will re-vest in the Reorganized Debtor.  The re-vested property,
plus draws, as necessary, under committed lines/letters of credit
providing supplemental liquidity of $9.25 million, will be used to
satisfy all claims entitled to present payment under the Plan and
any ongoing obligations of the Reorganized Debtor.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/MACCO_PROPERTIES_ds_4amended.pdf

                     About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.  Receivership Services Corp., a division of the
Martens Cos., serves as property manager for the six Wichita
apartment complexes caught up in the bankruptcy of Macco
Properties of Oklahoma City.

Michael E. Deeba, the Chapter 11 trustee, is represented by
Christopher T. Stein, of counsel to the firm of Bellingham & Loyd,
P.C.  Grubb & Ellis/Martens Commercial Group LLC, to act as the
Chapter 11 Trustee's exclusive listing broker/realtor for
properties.  The trustee wants to real estate holdings wants to
sell some of the property off, including a luxury high-rise
condominium in Dallas valued at more than $2.5 million and several
run-down apartment complexes in the metro area.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.




MANITOWOC CO: Moody's Affirms 'B2' CFR; Rates Senior Notes 'B3'
---------------------------------------------------------------
Moody's Investors Service affirmed Manitowoc's B2 Corporate Family
Rating and assigned a B3, LGD4-69% to the company's new $300
million senior unsecured notes. The company's SGL-3 speculative
grade liquidity rating was also affirmed. The rating outlook
remained positive. Proceeds from the new notes will be used to
redeem the company's 7.13% senior notes due 2013 and paydown its
revolver. The transaction is leverage neutral.

Rating action:

$300 million new senior unsecured notes rated B3, LGD4-69%

Affirmed:

  Issuer: Manitowoc Company, Inc. (The)

Corporate Family Rating (CFR) B2

Probability of Default (PDR) B2

SGL-3

Changes:

  Issuer: Manitowoc Company, Inc. (The)

    Senior Secured Revolver to Ba2 LGD2, 14% from Ba2 LGD2, 11%

    Senior Secured Term Loan A to Ba2 LGD2, 14% from Ba2 LGD2,
    11%

    Senior Secured Term Loan B to Ba2 LGD2, 14% from Ba2 LGD2,
    11%

    $150M Senior Notes at 7.125% to B3 LGD4, 69% from B3 LGD4,
    67% to be withdrawn at close

    $400M Senior Notes at 9.5% to B3 LGD4, 69% from B3 LGD4, 67%

    $600M Senior Notes at 8.5% to B3 LGD4, 69% from B3 LGD4, 67%

Ratings Rationale

The B3 rating on the company's new $300 million senior unsecured
notes reflects their pari passu nature with the company's current
9.5% senior notes due 2018 and the 8.5% notes due 2020 as well as
their priority of claim within the overall capital structure based
on their unsecured nature. The rating on the notes also reflects
that there is $900 million of first lien secured debt that has a
senior priority to the $1.3 billion in total unsecured notes.

The positive outlook reflects Moody's anticipation of steady
growth in demand for both of the company's cranes and foods
segment which will lead to improved profitability and cash flow.
The company's food service operations is currently anticipated to
grow more slowly than the company's crane operations but Moody's
believes that the food business adds stability to the company's
overall credit quality and better positions the company to manage
through downturns.

The affirmation of the B2 CFR and PDR considers the company's
still relatively high leverage and low interest coverage. For the
LTM period ended June 30, 2012, the company had Debt to EBITDA of
5.9x compared with 6.0 times at the end of 2011 while EBITA to
interest improved to 1.9x for the LTM period ended June 30, 2012
when compared with the 1.6x for 2011, both on a Moody's adjusted
basis.

A ratings upgrade would be considered if leverage is expected to
improve to under 4.5 times in on a sustainable basis. EBITA
coverage of interest of over 2 times that was deemed to be
improving would also support positive ratings traction. A
meaningful and sustained improvement in crane sales along with
strong working capital management would also be supportive of
positive ratings action.

The ratings and/or outlook could be downgraded if EBITA/interest
or Debt to EBITDA materially weakened from current levels over the
next few quarters or if Debt to EBITDA was expected to weaken
consistently. Were the company to perform below expectations and
experience meaningful tightness under its covenants, the rating
and/or outlook could be adversely affected.

The principal methodology used in rating Manitowoc Company Inc.
was the Global Manufacturing Industry Methodology, published
December 2010. Other methodologies used include Loss Given Default
for Speculative Grade Issuers in the US, Canada, and EMEA,
published June 2009.

The Manitowoc Company, Inc., headquartered in Manitowoc, WI, is a
diversified global manufacturer supporting the construction and
foodservice end markets. Revenues for the LTM period ended June
30, 2012 were over $3.8 billion.


MANITOWOC CO: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Manitowoc Co. Inc. The outlook is stable.

"At the same time, we assigned a 'B+' issue-level rating and a '4'
recovery rating to the company's proposed $300 million senior
unsecured notes due 2022. The '4' recovery rating indicates
expectations for an average (30% to 50%) recovery in the event of
default," S&P said.

"We are also affirming our 'BB' issue-level rating and '1'
recovery rating on the company's credit facilities and our 'B+'
issue-level rating and '4' recovery rating on the company's other
senior unsecured notes due 2018 and 2020. A '1' recovery rating
indicates our expectation of very high (90%-100%) recovery," S&P
said.

Manitowoc plans to use the proceeds from the notes issuance to
redeem its $150 million senior notes due 2013 and to repay a
portion of its outstanding borrowings under its revolving credit
facility.

The ratings on Manitowoc reflect the company's "aggressive"
financial risk profile, characterized by high debt and aggressive
financial policies, which more than offsets its "fair" business
risk profile. "We expect the company's revenues to increase as the
crane segment continues its recovery alongside a modest
improvement in the food service segment," S&P said.

The company's credit measures have modestly improved with the
gradual recovery in the crane end markets. "We believe they will
improve further but will likely still remain weak for the rating
over the next few quarters," said Standard & Poor's credit analyst
Carol Hom. "We believe that the company will pay down debt with
the free cash flow it generates. Manitowoc's cash balance and
ample availability on its revolver, plus our expectation of
positive free cash flow generation for the year, should continue
to support its adequate liquidity."

"The company is one of the top two crane manufacturers serving the
cyclical construction markets and is one of the top two
manufacturers by market share of major products in the more-stable
food service markets. We believe the company should continue to
maintain good customer, product, and geographic diversity, with
about half of its revenues coming from outside the U.S. It also
maintains low-cost and efficient global manufacturing operations.
We estimate sales in the crane business will account for about 60%
of total revenues and sales in the food service segment for about
40%. In our opinion, the operating environment has stabilized some
but likely will remain challenging in the near term, especially
for the crane business. We expect further stabilization and the
gradual recovery to continue through year-end and into 2013. The
crane segment's backlog was about $944 million as of June 30,
2012--a significant increase from year-end 2011 levels," S&P said.

"We estimate revenues will rise about 7% for 2012. We expect
revenue growth in the crane segment of 8%-9%, similar to our
economists' current forecast for residential and nonresidential
construction and equipment spending. We believe increasing global
demand will contribute to longer-term prospects. We believe the
food service segment will improve modestly, with revenues
increasing roughly 2%, in line with the economy. This growth
projection is similar to our economists' current view on U.S. GDP
growth for consumer spending. We estimate the EBITDA margin will
remain somewhat steady at about 10%-11%, reflecting the expected
recovery in the crane end markets and modest improvement in its
food service segment," S&P said.

"For the quarter ended June 30, Manitowoc's sales increased by
roughly 6% year over year because of better sales volumes in both
the crane and food service segments. We believe higher volumes,
continued growth in domestic end markets, the rise in demand in
emerging markets, and overall cost control measures should improve
profitability modestly over time. The company's EBITDA margin
was about 12%--stable compared with the same period in 2011," S&P
said.

"We view Manitowoc's financial profile as aggressive. Total debt
to EBITDA (adjusted to include operating leases and postretirement
benefit obligations) as of June 30, 2012, was about 5.5x and funds
from operations (FFO) to total debt was about 11%. We believe
credit metrics will improve further but will remain somewhat below
our expectations over the next few quarters. The company likely
will use its free cash flow, which we estimate to be more than
$100 million, for debt reduction, strengthening credit measures.
For the current rating, we expect total debt to EBITDA of about
4x-5x and FFO to total debt of 10%-15%," S&P said.

"The outlook is stable. Although credit measures remain weaker
than our expectations for the rating, we believe they will improve
and approach levels more in line for the rating as a result of a
modest recovery in crane end markets and stable performance in its
food service business," S&P said.

"We could lower the ratings if the recovery of the crane end
markets falters and causes deterioration of credit measures or
hurts liquidity--for example, if FFO to total debt appears likely
to be less than about 10% in the near term. We could raise the
ratings if operating prospects improve meaningfully and the
company's liquidity and credit measures support this trend.
However, we consider an upgrade in the near term unlikely because
we regard the company's current credit protection measures as weak
for the rating and we don't think they are likely to improve
sufficiently to support a higher rating," S&P said.


MBI ENERGY: S&P Withdraws 'B' CCR on Lack of Sufficient Info
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on U.S. oilfield services company MBI Energy
Services Inc. "We also withdrew our ratings on the company's
debt," S&P said.

"The ratings withdrawal reflects the lack of sufficient and timely
information necessary for us to maintain surveillance on the
ratings on MBI," S&P said.


MCJUNKIN RED: Moody's Raises Corp. Family Rating to 'B1'
--------------------------------------------------------
Moody's Investors Service upgraded McJunkin Red Man's (MRC)
corporate family and probability of default rating to B1 from B2
and assigned a speculative grade liquidity rating of SGL-2.
Moody's also assigned a B2 rating to the company's proposed $750
million term loan B. The rating outlook is stable.

The proceeds from the proposed term loan along with additional
borrowings on the company's existing asset-based revolving credit
facility are expected to be used to retire the remaining $861
million of existing 9.5% senior secured notes (B3) along with
tender premiums and associated fees and expenses. The rating on
the 9.5% senior secured notes will be withdrawn when the notes are
redeemed.

The following actions were taken:

  Proposed $750 million term loan B, assigned B2 (LGD5, 75%);

  Corporate family rating - to B1 from B2;

  Probability of default rating -- to B1 from B2;

  Speculative grade liquidity rating, assigned SGL-2

Ratings Rationale

The upgrade of MRC is based on Moody's expectation that the
company's credit metrics are likely to continue to improve in the
near term. This will be supported by significantly reduced
interest expense related to the company's refinancing initiatives
and stable or improved operating results driven by strong oil
industry fundamentals and the energy industry infrastructure build
out to support the gathering, storage and distribution of oil, and
to a lesser extent natural gas. Moody's expects the company's
leverage ratio to decline to approximately 3.0x over the next 12
months versus 5.8x in 2011 and for the interest coverage ratio, as
measured by (EBITDA-CapEx)/Interest, to increase to approximately
4.5x versus 1.7x in 2011 assuming modest growth in operating
results.

MRC's B1 corporate family rating reflects its relatively high
leverage, acquisitive history, exposure to highly competitive and
cyclical end markets, and modest operating margins typical of the
industrial distribution industry. The rating is supported by the
company's recently improved operating results and credit metrics,
solid scale and global position in certain sectors of the energy
industry, modest capital spending requirements and the
countercyclical nature of its working capital investment, which
results in free cash flow when demand falls.

Moody's assigned a B2 rating to the proposed term loan, which is
one notch below the B1 corporate family rating because the term
loan lenders have a second lien on the working capital assets
collateralizing the company's sizeable asset-based revolving
credit facility. The $1.25 billion ABL has a first lien on
receivables and inventory while the term loan has a first lien on
property, plant and equipment, which is modest versus the size of
the $750 million term loan.

MRC's speculative grade liquidity rating of SGL-2 reflects the
company's good liquidity and Moody's expectation that they will
begin to generate positive free cash flow in the second half of
this year. The company has generated negative free cash flow over
the past 18 months as it invested in working capital to meet
strong end market demand. However, Moody's expects the company to
begin to generate modest free cash flow over the next 12-18 months
as growth slows and they reduce working capital investments. This
should add to the company's liquidity position. Moody's is
projecting pro forma liquidity of approximately $500 including $50
million of cash and ABL availability of $450 million.

The stable outlook reflects Moody's expectation that the company's
operating results will gradually improve over the next 12 to 18
months. It also considers the resilience of the distribution
business model, which in a downturn should benefit from cash
generated through reduced working capital.

An upgrade of MRC is not likely in the near term due to the
underlying volatility of the company's business model and end
markets. However, an upgrade is possible if operating results
improve leading to consistently positive free cash flow and
enhanced credit metrics. This would include the company's debt-to-
EBITDA ratio declining below 3.0x and free cash flow generation
rising above $100 million on a sustainable basis.

A downgrade could be triggered if operating results deteriorate
and (EBITDA-CapEx)/interest remains below 2.5x or debt-to-EBITDA
is sustained above 3.5x.

The principal methodology used in rating McJunkin Red Man
Corporation was the Global Distribution & Supply Chain Services
Industry Methodology published in November 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.

McJunkin Red Man Corporation (MRC) is a global distributor of
pipes, valves, and fittings (PVF) and related products and
services to the energy industry across each of the upstream
(exploration, production and extraction of underground oil and
gas), midstream (gathering and transmission of oil and gas, gas
utilities, and the storage and distribution of oil and gas) and
downstream (crude oil refining, petrochemical processing and
general industrial) sectors. The company operates out of
approximately 220 branch locations, 150 third party pipe yards, 26
valve automation service centers and 10 distribution centers
located in the principal industrial, hydrocarbon producing and
refining areas of the United States, Canada, Europe, Asia and
Australia. The company is headquartered in Houston, Texas and
generated revenues of approximately $5.5B for the 12 month period
ending June 30, 2012.


MCJUNKIN RED: S&P Affirms 'B+' Corp. Credit Rating; Outlook Pos
---------------------------------------------------------------
Standard & Poor's Rating Services revised its rating outlook on
McJunkin Red Man Corp. to positive from stable and affirmed the
'B+' corporate credit rating on the company.

"We also assigned our 'B' issue level rating (one notch lower than
the corporate credit rating) to the company's proposed $750
million term loan due 2019. The recovery rating on the term loan
is '5', indicating our expectation of modest (10% to 30%) recovery
under our default scenario," S&P said.

"The outlook revision follows our assessment that McJunkin's
margin expansion and lower debt levels will likely result in
stronger credit metrics that are more in line with a higher
rating, given our view that energy sector demand for the company's
pipes, valves, and fittings should remain relatively stable over
the coming year," said credit analyst Gayle Bowerman. "The company
has improved its credit profile considerably this year by
significantly reducing debt and improving operating leverage. The
positive outlook also underscores our view that McJunkin will be
able to sustain margins at current levels due to its realigned
product mix and attentive inventory management."

"We would lower the rating if McJunkin's leverage deteriorated and
remained above 5x for a sustained period. This could occur if debt
increased to pay shareholder rewards or finance an acquisition, if
the company's margins contracted because of greater-than-expected
steel price instability, or if decline in the company's end
markets triggered a major slowdown in demand," S&P said.

"We could revise the outlook back to stable if McJunkin were
unable to maintain expected margin levels or if it increased debt
such that we expected leverage to be maintained between 4x and
5x," S&P said.


MEDICAL ALARM: Sees Robust Sales from Promotional Activities
------------------------------------------------------------
Medical Alarm Concepts Holding, Inc., on Oct. 1, 2012, received
notification from a major retail partner concerning planned
promotional activities.  The Company was notified that this
retailer was in process of mailing and otherwise distributing
coupon and other promotional materials relating to the Company's
MediPendant product.  This promotion is expected to run from mid-
October through mid-November.  The Company is expecting robust
sales as a result of this promotion, and other promotional
activities, which are currently underway and being organized, and
has brought in additional staff resources as a result to manage
this expected increased demand.

On Sept. 27, 2012, the Company discussed with various investors
the current revenue growth and MRR (Monthly Recurring Revenue)
trajectory.  Management reiterated the Company's rapid movement
toward profitability as the MRR continues to grow at a rapid pace.
The Company reiterated that profitability is expected over the
coming months due to this accelerated MRR growth, in addition to
increased name recognition for the Company's MediPendant product
and increased sales to both domestic and international
distributors.

The Company also received notification from a strategic marketing
partner in Dublin, Ireland, of its intention to begin marketing
and offering the Company's MediPendant product and monitoring
services throughout Ireland.

The Company has signed an additional Fall advertising promotion
for the MediPendant.  Albertson's Stores will be utilizing
pharmacy merchandise bags printed with the MediPendant name, logo,
website address and toll-free number in approximately 200 stores.
This promotion, which is expected to kick off November 1st, is
expected to increase awareness of the product and to generate
direct sales.  Since this announcement, the Company has received
confirmation, and issued approval, of the promotional materials to
be used for this marketing campaign.

                        About Medical Alarm

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

The Company's balance sheet at March 31, 2011, showed
$1.40 million in total assets, $3.41 million in total liabilities,
and a $2 million total stockholders' deficit.  As of March 31,
2011, the Company had $0 in cash.

The Company said in its quarterly report for the period ended
March 31, 2012, that "We believe we cannot satisfy our cash
requirements for the next twelve months with our current cash and,
unless we receive additional financing, we may be unable to
proceed with our plan of operations.  We do not anticipate the
purchase or sale of any significant equipment.  We also do not
expect any significant additions to the number of our employees.
The foregoing represents our best estimate of our cash needs based
on current planning and business conditions.  Additional funds are
required, and unless we receive proceeds from financing, we may
not be able to proceed with our business plan for the development
and marketing of our core services.  Should this occur, we will
suspend or cease operations."

"We anticipate incurring operating losses in the foreseeable
future.  Therefore, our auditors have raised substantial doubt
about our ability to continue as a going concern."


MF GLOBAL: $205MM Dispute With Conoco Goes to District Court
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ConocoPhillips Co. may learn from a U.S. district
court judge in December whether it will escape the liquidation of
commodity broker MF Global Inc. without losses suffered by other
customers.

According to the report, U.S. District Judge Katherine B. Forrest
in Manhattan agreed with ConocoPhillips on Oct. 4 that a dispute
over $205 million in letters of credit posted by the oil producer
must be decided in her court, not by a bankruptcy judge.  She told
both sides to submit all briefs by Dec. 3 so she can hear oral
arguments on Dec. 19.  When the MF Global liquidation began, there
was a shortfall of about $1.6 billion in supposedly segregated
customer property.  Houston-based Conoco was one of nine customers
allowed to post letters of credit rather that cash to supply
margin for trading accounts.  Had Conoco posted cash as margin, it
would only be receiving pro rata distributions like other
customers.  Since none of Conoco's letters of credit had been
drawn when MF Global entered bankruptcy, the largest U.S.
independent oil and natural-gas producer by market value stands to
escape the loss on margin deposits suffered by other customers.

The report relates that all of Conoco's letters of credit expired
after bankruptcy without being drawn.  Mr. James Giddens, the MF
Global brokerage trustee, objected to Conoco's claims, pointing to
a regulation issued by the U.S. Commodity Futures Trading
Commission.  The regulation says that "proceeds" of letters of
credit must be treated the same as other forms of customer
collateral such as cash.  Mr. Giddens takes the position that the
letters of credit should be a deduction from distributions Conoco
receives in the MF Global liquidation. U.S. District Judge
Katherine B. Forrest said in her Oct. 4 opinion that a win by Mr.
Giddens might eventually require Conoco to write the trustee a
check in the future.

The report notes that Conoco filed papers contending that the
dispute over the letters of credit must be decided in district
court, not by a bankruptcy judge.  Judge Forrest agreed in her 19-
page opinion on Oct. 4.  Judge Forrest didn't say how she might
rule on the ultimate question of whether letters of credit are
treated the same as cash margin.  Judge Forrest told both sides to
submit all their briefs by Dec. 3 so she can hear oral argument on
Dec. 19.

According to Bloomberg, Judge Forrest said the issues must be
resolved in district court because they involve substantial
consideration of non-bankruptcy law, more particularly the
Commodity Exchange Act.  She also said the case deals with a non-
bankruptcy question of whether the CFTC exceeded its rule-making
authority in regulating bank letters of credit.

Conoco's motion to remove the claim dispute to district court is
In re MF Global Inc., 12-cv-06014, U.S. District Court, Southern
District of New York (Manhattan).

                          About MF Global

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

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.

As of Sept. 30, 2011, MF Global had $41,046,594,000 in total
assets and $39,683,915,000 in total liabilities.

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

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

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

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


MICHAELS STORES: Moody's Upgrades Rating on $800MM Notes to 'B3'
----------------------------------------------------------------
Moody's Investors Service upgraded Michaels Stores, Inc.'s $800
million senior unsecured notes to B3 from Caa1. All other ratings,
including the B2 Corporate Family Rating, were affirmed. The
rating outlook remains positive.

The upgrade of the company's $800 million senior unsecured notes
due 2018 reflects the closing of the company's $200 million 'add
on' note offering and that proceeds were used to prepay $200
million of the company's senior secured term loan. The upgrade
also takes into consideration that Michaels has issued a
redemption notice for all of the company's outstanding
subordinated discount notes due 2016.

The following ratings were affirmed and LGD assessments amended:

Corporate Family Rating at B2

Probability of Default Rating at B2

$1,796 million senior secured term loan due 2013/2016 at B1 (LGD
3, 34% from LGD 3, 32%)

$200 million additional senior unsecured notes due 2018 at B3 (LGD
5, 76% from LGD 5, 73%)

$393 million senior subordinated notes due 2016 at Caa1 (LGD 6,
94% from LGD 6, 91%)

$180 million subordinated discount notes due 2016 at Caa1 (LGD 6,
97% from LGD 6, 95%)

The following rating was upgraded :

$800 million senior unsecured notes due 2018 to B3 (LGD 5,76%)
from Caa1 (LGD 5, 77%)

Ratings Rationale

Michaels' B2 Corporate Family Rating reflects the company's
improving but very sizeable debt burden, with debt/EBITDA of 6.0
times as of July, 2012. It also recognizes Michaels' leadership
position in the highly fragmented arts and crafts segment, its
high operating margins and its good liquidity profile. The rating
considers that Moody's believes operational initiatives, such as
its direct sourcing initiatives and increasing private label brand
penetration, will enable the company to sustain consistently high
operating margins. The rating also takes into consideration the
company's participation in some segments that have greater
sensitivity to economic conditions, such as its custom framing
business.

The positive rating outlook reflects expectations that the ratings
could be upgraded if the company is able to sustain positive
trends in sales and maintain its high operating margins while
utilizing cash flow to repay debt. Quantitatively, ratings could
be upgraded if debt/EBITDA reached 5.25 times and EBITA/interest
expense was sustained above 2.0 times.

In view of the positive rating outlook, ratings are unlikely to be
downgraded in the near term. If the company was unable to make
further progress toward deleveraging over the next 12 to 18
months, or its financial policies became more aggressive
(utilizing its cash balance to fund a distribution to
shareholders, for example), the rating outlook could be revised to
stable. Ratings could be lowered if the company were to see
reversal of recent positive trends in sales. Quantiatively,
ratings could be lowered if debt/EBITDA were to approach 6.5
times.

The principal methodology used in rating Michaels Stores, Inc was
the Global Retail Industry Methodology published in June 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Irving, TX, Michaels Stores, Inc., operated 1074
Michaels retail stores in 49 states and in Canada, as well as 128
Aaron Brothers stores as of July 2012. The company primarily sells
general and children's crafts, home d‚cor and seasonal items,
framing and scrapbooking products. Total sales are in excess of $4
billion.


MORGANS HOTEL: Amends Stockholder Rights Pact with Computershare
----------------------------------------------------------------
The Board of Directors of Morgans Hotel Group Co. resolved to
amend the Amended and Restated Stockholder Protection Rights
Agreement between the Company and Computershare Shareowner
Services LLC, as Rights Agent, dated as of Oct. 1, 2009, as
amended.

The Company and Computershare entered into Amendment No. 3 to the
Rights Agreement, dated as of Oct. 3, 2012, to amend the
definition of "Expiration Time" to the earliest of:

    (i) the Exchange Time;

   (ii) the Redemption Time;

  (iii) the Close of Business on Oct. 9, 2015, unless, for
        purposes of this clause (iii), extended by action of the
        Board of Directors (in which case the applicable time
        will be the time at which it has been so extended); and

   (iv) immediately prior to the effective time of a
        consolidation, merger or statutory share exchange that
        does not constitute a Flip-over Transaction or Event.

A copy of the Amendment is available for free at:

                       http://is.gd/Z3feGc

                    About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company reported a net loss of $87.95 million in 2011, a net
loss of $83.64 million in 2010, and a net loss of $101.60 million
in 2009.

The Company's balance sheet at June 30, 2012, showed
$545.86 million in total assets, $655.93 million in total
liabilities, $6.12 million in redeemable noncontrolling interest,
and a $116.19 million total deficit.


MULTISPECIALTY DEVELOPMENT: Case Summary & Unsecured Creditor
-------------------------------------------------------------
Debtor: Multispecialty Development Corp
        P.O. Box 749
        Ponce, PR 00715

Bankruptcy Case No.: 12-07918

Chapter 11 Petition Date: October 4, 2012

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A CURPILL, PSC LAW OFFICE
                  356 Calle Fortaleza
                  Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515
                  E-mail: cacuprill@cuprill.com

Scheduled Assets: $941,458

Scheduled Liabilities: $1,455,000

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Urban Venture Group,PSC   Architectural          $95,250
100 Carr. 165, Ste 704    Services
Guaynabo, PR 00965

The petition was signed by Alvaro Reymunde, MD, president.


MUNDY RANCH: Judge David Thuma Won't Handle Chapter 11 Case
-----------------------------------------------------------
U.S. Judge David T. Thuma has recused himself from any further
proceedings in the bankruptcy case of New Mexico's Mundy Ranch.
The order was entered Sept. 20, 2012.

New Mexico's Mundy Ranch -- http://www.mundyranch.com/-- offers a
"fine edge on ranch living with style."  The Mundy family-owned
Mundy Ranch spans granite slopes and fertile bottom lands of the
Chama River Valley, has 25 alpine lakes with trophy trout, and a
mile of freestone river lined with towering Pines.  Mundy Ranch is
offering for sale 42-140 acre ranch parcels, with parcel pricing
starting at $1 million to $3 million depending on location.  It is
also offering 20 lifetime recreational memberships at a price of
$500,000 each.

Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M.
Case No. 12-13015) in Albuquerque, New Mexico.  The Law Office of
George Dave Giddens, PC, in Albuquerque, serves as counsel.  The
Debtor estimated assets of $10 million to $50 million and debts of
up to $10 million.


NESBITT PORTLAND: Can Use Lender's Cash Collateral Through Nov. 14
------------------------------------------------------------------
Bankruptcy Judge Robin Riblet has continued the hearing on the
request of Nesbitt Portland Property LLC and its debtor-affiliates
for interim and final orders authorizing them to use the cash
collateral of U.S. Bank National Association, as Trustee and
Successor in Interest to Bank of America, N.A., as Trustee for
Registered Holders of GS Mortgage Securities Corporation II,
Commercial Mortgage Passthrough Certificates, Series 2006-GG6,
acting by and through Torchlight Loan Services, LLC, as special
servicer.

On Sept. 12, the Court issued an interim order permitting the
Debtors to use the cash collateral through the hearing set for
Sept. 24.  Judge Riblet continued that hearing to Nov. 14, at 2:00
p.m.

Pursuant to the September order, the Debtors are authorized to use
the cash collateral in which the Lender claims a pre-petition
security interest to pay ongoing expenses incurred by the Debtors,
and if necessary, security deposits to utility providers pursuant.
The Lender will have a replacement lien to the extent the Lender's
cash collateral is used by the Debtors and to the extent of any
diminution in the value of the collateral, with the same priority
in the post-petition collateral, and proceeds thereof, that the
Lender held in the prepetition collateral.

The Debtors' owner, Patrick Nesbitt, owns 17 Embassy Suites hotels
through his subsidiary companies.  Mr. Nesbitt also owns a
management company, Windsor Capital Group Inc., that manages the
hotels and serves as third party management company for unrelated
owners.

In 2006, Mr. Nesbitt refinanced eight of the Embassy Suites with a
$187.5 million loan from Greenwich Capital Financial Products,
Inc., the pre-decessor in interest to U.S. Bank.  The Debtors own
the hotels, which serve as collateral for the loan.

The loan matured Feb. 6, 2011.  The Debtors defaulted on the loan
after negotiations with Torchlight fell through.

Torchlight sued the Debtors in January 2012, and convinced a New
York federal district court to appoint in June a receiver for the
eight hotels.  Torchlight also has intended to remove Windsor as
the management company for the hotels and appoint Crescent Hotels
and Resorts LLC, a Windsor competitor, to take over management of
the hotels.  The Debtors has taken an appeal from the receivership
order to the Second Circuit Court of Appeals, which appeal remains
pending as of the bankruptcy filing.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled $29.4
million in assets and $192.3 million in liabilities.  Nesbitt
Portland's hotel property is valued at $27.19 million, and secures
a $191.9 million debt to U.S. Bank.

The U.S. Trustee held a Meeting of Creditors pursuant to 11 U.S.C.
Sec. 341(a) in the case on Sept. 6.

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight Embassy
Suites hotels.  The eight hotels were pledged by the Debtors as
collateral for the loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
owns and/or operates 23 branded hotels in 11 states across the
U.S.  Windsor Capital is the largest private owner and operator of
Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31,
2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Debtors are represented in the Chapter 11 case by attorneys at
Susi & Gura, PC, and Griffith & Thornburgh LLP.  Alvarez & Marsal
North American, LLC, serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by:

          David Weinstein, Esq.
          Lawrence P. Gottesman, Esq.
          BRYAN CAVE LLP
          1290 Avenue of the Americas
          New York, NY 10104-3300
          E-mail: david.weinstein@bryancave.com
                  raul.morales@bryancave.com
                  trish.penn@bryancave.com


NESBITT PORTLAND: Taps Susi, Griffith as Bankruptcy Lawyers
-----------------------------------------------------------
Nesbitt Portland Property LLC and its debtor-affiliates are
seeking to employ the law firms Susi & Gura PC as general counsel,
and and Griffith & Thornburgh LLP as co-counsel.

Both firms attests they are "disinterested" as the term is defined
in 11 U.S.C. Sec. 101(14), and do not have any interest adverse to
the Debtors or the bankruptcy estates.

Both firms will be paid on an hourly basis.  Susi & Gura's hourly
rates are:

          Peter Susi, member           $475 per hour
          Jonathan G. Gura             $375 per hour
          Legal assistants              $95 per hour

Griffith's hourly rates are:

          Joseph M. Sholder, partner   $400 per hour
          Jill M. Himlan               $275 per hour
          Paralegals                   $125 per hour

Susi & Gura received a $22,500 prepetition retainer, plus the
Chapter 11 filing fee in each of the Debtors' cases.  Griffith
received $7,500 from each of the Debtors.  The source of the
retainers paid to the firms were loans to the Debtors by Patrick
Nesbitt.  Mr. Nesbitt, in turn, derived the funds from a
distribution to him by Windsor Capital Group.

U.S. Bank National Association -- the Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer -- has
objected to the request.

Susi & Gura may be reached at:

          Jonathan Gura, Esq.
          Peter Susi, Esq.
          SUSI & GURA, A PROFESSIONAL CORP
          7 W Figueroa St, 2nd Flr
          Santa Barbara, CA 93101
          Tel: 805-965-1011
          Fax: 805-965-7351
          E-mail: jon@susigura.com

Griffith & Thornburgh LLP may be reached at:

          Joseph M. Sholder, Esq.
          GRIFFITH & THORNBURGH LLP
          8 E Figuerora St Ste 300
          Santa Barbara, CA 93101
          Tel: 805-965-5131
          Fax: 805-965-6751
          E-mail: sholder@g-tlaw.com

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight Embassy
Suites hotels.  The eight hotels were pledged by the Debtors as
collateral for the loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
owns and/or operates 23 branded hotels in 11 states across the
U.S.  Windsor Capital is the largest private owner and operator of
Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31,
2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Debtors are represented in the Chapter 11 case by attorneys at
Susi & Gura, PC, and Griffith & Thornburgh LLP.  Alvarez & Marsal
North American, LLC, serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled $29.4
million in assets and $192.3 million in liabilities.  Nesbitt
Portland's hotel property is valued at $27.19 million, and secures
a $191.9 million debt to U.S. Bank.


NESBITT PORTLAND: Hiring Alvarez & Marsal as Financial Advisors
---------------------------------------------------------------
Nesbitt Portland Property LLC and its debtor-affiliates await
approval of their request to employ Alvarez & Marsal North
American, LLC, as their financial advisors.

U.S. Bank National Association -- the Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer -- has
objected to the request.

According to papers filed by the Debtors in Court on Aug. 30,
Alvarez & Marsal will provide both restructuring advisory and
valuation assistance to the Debtors, necessary in the preparation
of a formal plan of reorganization.

The Debtors propose to pay Alvarez & Marsal on an hourly basis at
these rates:

          Managing director          $625 - $850 per hour
          Director                   $450 - $625 per hour
          Associate                  $300 - $450 per hour
          Analyst                    $225 - $300 per hour

The Debtors will also reimburse the firm's out-of-pocket expenses,
and provide indemnification to the firm's professionals.

Alvarez & Marsal managing director Steven Varner attests that the
firm does not hold any interest adverse to the Debtors' estates
and is a "disinterested person" as defined in 11 U.S.C. Sec.
101(14).

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight Embassy
Suites hotels.  The eight hotels were pledged by the Debtors as
collateral for the loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
owns and/or operates 23 branded hotels in 11 states across the
U.S.  Windsor Capital is the largest private owner and operator of
Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31,
2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Debtors are represented in the Chapter 11 case by attorneys at
Susi & Gura, PC, and Griffith & Thornburgh LLP.  Alvarez & Marsal
North American, LLC, serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled $29.4
million in assets and $192.3 million in liabilities.  Nesbitt
Portland's hotel property is valued at $27.19 million, and secures
a $191.9 million debt to U.S. Bank.


NESBITT PORTLAND: Files Amended List of Top 20 Unsecured Creditors
------------------------------------------------------------------
Nesbitt Portland Property LLC on Sept. 20 filed an amended list of
creditors holding the 20 largest unsecured claims, disclosing:

     Name of Creditor           Nature of Claim   Amount of Claim
     ----------------           ---------------   ---------------
Hilton Hotels Corporation       Trade payable            $105,961
4649 Paysphere Circle
Chicago, IL 60674
Tel: 901-374-5420

Portland General Electric       Trade payable             $31,861
PO Box 4438
Portland, OR 97254

Food Service of America         Trade payable             $30,068
PO Box 3929
Portland, OR 97208
Tel: 503-980-2500

Guest Supply                    Trade payable             $28,452

Trane Oregon                    Trade payable             $25,782

DThree Productions              Trade payable             $13,512

Madison Furniture               Trade payable             $10,986

City of Tigard, Ore.            Trade payable              $8,646

Northwest Natural               Trade payable              $8,154

New System Laundry              Trade payable              $6,796

Tualatin Valley                 Trade payable              $6,174
  Water District

Newmarket International         Trade payable              $6,048

World Travel Inc.               Trade payable              $5,486

Duck Delivery Produce Inc.      Trade payable              $5,398

Trane Oregon Service            Trade payable              $4,762

Otis Elevator Company           Trade payable              $4,191

Royal Cup Inc.                  Trade payable              $3,745

Micros Systems Inc.             Trade payable              $3,740

Lodgenet Interactive Corp       Trade payable              $3,618

Comcast                         Trade payable              $3,262


NET ELEMENT: Closes Merger with Cazador, Now Trades Under "NETE"
----------------------------------------------------------------
Net Element and Cazador Acquisition Corporation's respective
shareholders have approved their merger agreement and their
previously announced business combination has been completed.  The
combined entity, named "Net Element International Inc.," will be
listed on the NASDAQ Capital Market beginning Wednesday, October
3, under the ticker symbol "NETE."

"As a result of this merger, Net Element International is well-
positioned to become a leading mobile-based commerce and payment
processing platform and continue implementing our growth strategy
for our content and technology properties in the U.S. as well as
Russia and other emerging markets," said Francesco Piovanetti, Net
Element International's new Chief Executive Officer, who
previously served as Cazador's Chairman and Chief Executive
Officer.

In celebration of its NASDAQ listing, Net Element International
will rang the NASDAQ opening bell at 9:30 a.m. Thursday, October
4, at the NASDAQ MarketSite in New York City.

Said Rakishev: "Net Element International, with its extensive
global network and high-level business dealings with Russia,
Kazakhstan and other CIS countries, is ideally positioned to
capitalize on the region's booming technology marketplace and
bring value to our shareholders."

Aegis Capital Corp. acted as financial adviser to Cazador, and
Reed Smith LLP acted as legal advisor to Cazador.  Bilzin Sumberg
Baena Price & Axelrod LLP provided legal counsel and Primary
Capital, LLC, acted as an adviser to Net Element.

Net Element filed a Form 15 with the U.S. Securities and Exchange
Commission notifying of its suspension of its duty under Section
15(d) to file reports required by Section 13(a) of the Securities
Exchange Act of 1934 with respect to its common stock.  As of
Oct. 3, 2012, there are no holders of record of common stock of
the Company.

As a result of the Merger, the Company terminated all offerings of
its securities pursuant to existing registration statements.

A copy of the Form 8-K is available for free at:

                        http://is.gd/5pYjMF

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media Web sites in the film,
auto racing and emerging music talent markets.

Following the 2011 results, Daszkal Bolton LLP, in Fort
Lauderdale, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has experienced recurring losses
and has an accumulated deficit and stockholders' deficiency at
Dec. 31, 2011.

The Company reported a net loss of $24.85 million in 2011,
compared with a net loss of $3.10 million in 2010.

The Company's balance sheet at June 30, 2012, showed $3.22 million
in total assets, $7.69 million in total liabilities, and a
$4.46 million total stockholders' deficit.


NEWPAGE CORP: Files Amended Joint Plan & Disclosure Statement
-------------------------------------------------------------
NewPage Corporation disclosed that it has filed an amended Joint
Chapter 11 Plan and Disclosure Statement with the U.S. Bankruptcy
Court for the District of Delaware.

"The filing of our amended Plan of Reorganization and Disclosure
Statement is an important step toward exiting bankruptcy this year
with a strong balance sheet," said Jay Epstein, senior vice
president and chief financial officer of NewPage.

                         About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.


NEWPAGE CORP: Moody's Rates $500MM Sr. Secured Term Loan '(P)B1'
----------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)B1 rating to
NewPage Corporation's proposed $500 million seven year senior
secured term loan. Moody's also assigned NewPage provisional (P)B1
corporate family (CFR) and probability of default (PDR) ratings,
as well as a speculative grade liquidity rating of SGL-1. The
outlook for the long-term ratings is stable.

Assignments:

  Issuer: NewPage Corporation

    Corporate Family Rating: Assigned (P)B1

    Probability of Default Rating: Assigned (P)B1

    Senior Secured Term Loan: Assigned (P)B1, LGD4 55%

    Speculative Grade Liquidity Rating: Assigned SGL-1

    Outlook: Stable

Moody's understands that the proposed debt offering will be used
to exit bankruptcy with the proceeds used to repay NewPage's
existing debtor-in-possession financing, provide cash
consideration to its pre petition creditors and pay related fees
and expenses. The provisional ratings are assigned pending the
emergence from bankruptcy and the closing of the proposed exit
financing. The ratings are subject to Moody's review of final
documentation. The company is expected to emerge from bankruptcy
before the end of 2012.

Ratings Rationale

NewPage's (P)B1 CFR reflects the company's significant position as
the largest coated paper producer in North America, its favorable
cost position within the industry and Moody's expectation of sound
credit protection measures and strong liquidity position. The
rating also takes in to account the restructuring efforts during
bankruptcy including debt reduction and cost structure
improvements. NewPage's CFR rating is constrained by the secular
decline in demand for most of the paper grades that the company
produces, as more than 80% of NewPage's revenues face some degree
of secular headwinds (paper used for commercial printing,
magazines, catalogs, books, coupons and commercial inserts).
Volatile input costs, execution risks on cost reduction and
potential transformation to other grades are also considered.

NewPage's SGL-1 rating reflects the company's strong liquidity
position. After exiting bankruptcy, NewPage will have a proposed
$400 million asset based revolving credit facility that will be
committed until 2017. Upon emergence from bankruptcy, the proposed
revolver will not be drawn and combined with the company's cash
position, the company anticipates having in excess of $400 million
in liquidity. Moody's estimates NewPage will generate modest
positive free cash flow in the 12 months following emergence from
bankruptcy, and will have minimal debt maturities. Covenant issues
are not expected over the near term.

The stable outlook considers NewPage's strong liquidity position
and expectations that the coated paper sector will continue to
reduce its supply base to offset declining demand, allowing the
company to maintain strong credit protection measures.

A rating upgrade would depend on a sustained improvement in the
company's financial performance. Quantitatively, this could result
if normalized (RCF-Capex)/TD exceeds 9% on a sustainable basis
through the business cycle, while maintaining good liquidity.

NewPage's ratings could face downward ratings pressure if an
acceleration in secular paper decline impairs the company's
liquidity position or if normalized (RCF-Capex)/TD measures drop
below 3%.

The principal methodology used in rating NewPage was Global Paper
and Forest Products Industry rating methodology published in
September 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 Miamisburg, Ohio, NewPage, a private company, is
the largest coated paper producer in North America (with an
approximate 35% market share based on production capacity) with 16
paper machines at 8 paper manufacturing mills. The company has
annual capacity of approximately 2.8 million tons of coated paper,
300,000 tons of uncoated paper, 250,000 tons of supercalendered
paper and approximately 180,000 tons of specialty paper. For the
last-twelve months ending August 2012, the company generated
revenues of approximately $3.1 billion. Upon emergence from
Chapter 11, the pre-petition first lien creditors are expected to
own a majority of the equity of the company.


NEXEO SOLUTIONS: S&P Keeps 'B' Rating on $525MM Term Loan Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B' issue-level and
'5' recovery rating on The Woodlands, Texas-based chemicals and
plastics distributor Nexeo Solutions LLC's term loan remains
unchanged following the company's proposal to increase the term
loan to $525 million from $325 million. "All of our other ratings
on Nexeo, including the 'B+' corporate credit rating, also remain
unchanged. The outlook is stable," S&P said.

Nexeo will use the proceeds to repay outstanding borrowings under
its asset-based revolving (ABL) credit facility and for general
corporate purposes.

"The '5' recovery rating on Nexeo's term loan indicates our
expectation of a modest (10% to 30%) recovery in the event of a
payment default," S&P said.

Ratings List

Ratings Unchanged

Nexeo Solutions LLC

Corporate credit rating       B+/Stable/--

$525mil. Sr Secd term loan B
due 2018                      B
  Recovery rating              5
Subordinated                  B-
  Recovery rating              6


NEXSTAR BROADCASTING: S&P Puts 'B' CCR on Watch on Purchase Plans
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' rating on Texas-
based TV broadcaster Nexstar Broadcasting Group Inc. on
CreditWatch with positive implications. "We also placed all issue-
level ratings on CreditWatch with positive implications," S&P
said.

"We expect to withdraw the issue-level ratings on the existing
senior secured credit facility and the senior subordinated notes
when they are ultimately repaid through a refinancing," S&P said.

"The CreditWatch placement is based on our view that the stations
to be acquired from Newport Television will improve Nexstar's
station portfolio," said Standard & Poor's credit analyst Daniel
Haines.

"The Newport stations include two top 50 markets and will increase
network and geographic diversification. We expect that the company
will also be able to generate cost synergies as some of the
acquired stations are in the same market or state as current
Nexstar stations. The transaction is expected to close later this
year or early next year," S&P said.

"Our rating on Nexstar reflects the company's position as a
midsize TV broadcaster focused on smaller markets (which generate
smaller pools of ad spending), the structural issues that local TV
broadcasting faces as a mature business, and the vulnerability of
Nexstar's ad revenue stream to economic downturns and the election
cycle," S&P said.

"Nexstar's second-quarter 2012 results were in line with our
expectations. Revenue and EBITDA grew by 18% and 35%, year over
year, driven largely by strong growth in political ad revenue and
retransmission fees. Core ad revenue grew by 6.7%, 2.2% on an
unaffected same-station basis (excluding stations that changed
their affiliation), as the largest category--auto advertising--
rose 16%. The EBITDA margin for the quarter improved to 39% from
34% as a result of higher retransmission fee revenue. We expect
full-year 2012 revenue and EBITDA growth of around 20% and 40%,
respectively, not including the results of the Newport stations to
be acquired. Lease-adjusted leverage was 5.6x as of June 30, 2012.
Pro forma for the station acquisition, leverage was over 6x.
Management has stated that the stations are being acquired for an
average 2011/2012 broadcast cash flow multiple of approximately
8.3x, excluding synergies," S&P said.

"We expect to resolve the CreditWatch listing once we have
completed our discussion and analysis of the expanded station
group, and have assessed the new capital structure, covenant
terms, and maturity profile. Our preliminarily assumption is
minimal incremental leverage through the upcoming refinancing.
We will also review management's financial policy regarding
leverage and shareholder returns, following its 2011-2012
exploration of strategic alternatives," S&P said.


NORTEL NETWORKS: Powers of CCAA Monitor Expanded
------------------------------------------------
Nortel Networks Corporation disclosed that Ernst & Young Inc., the
court-appointed monitor in Nortel's creditor protection
proceedings under the Companies' Creditors Arrangement Act,
obtained an order from the Ontario Superior Court of Justice
further extending the Monitor's powers by authorizing and
empowering (but not obligating) the Monitor to exercise any powers
which may be properly exercised by a board of directors of NNC,
its principal operating subsidiary Nortel Networks Limited and its
other Canadian subsidiaries that filed for creditor protection
under the CCAA.

This follows Nortel's announcement on Aug. 9, 2012 that the
Monitor, after taking into account several factors arising from
the advanced stage of the CCAA proceedings, had determined the
expense and resources required to comply with NNC and NNL's
quarterly and annual public reporting requirements could no longer
be justified from the standpoint of the best interest of their
creditors.  Consequently, NNC and NNL will discontinue preparing
and filing quarterly and annual financial statements and all other
periodic disclosure documents under applicable Canadian and U.S.
securities laws effective as of the filing deadlines for their
third quarter reporting obligations, being Nov. 14, 2012 in the
United States and Nov. 29, 2012 in Canada.

As indicated in the Aug. 9, 2012 announcement, the Boards of
Directors and executive officers including the Chief Financial
Officer of NNC, NNL and the other Applicants have resigned
effective today, upon the issuance of the Order.  Two of these
former executive officers will continue as employees of NNL and
pursuant to the Order are designated authorized representatives of
each of the Applicants to act on behalf of the Applicants for the
continued day-to-day operation of the Applicants, solely as the
Monitor may direct.  The principal remaining activities include
completion of the creditor claims processes, resolution of the
sale proceeds allocation dispute and approval and implementation
of a plan of arrangement.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
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 Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

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 September 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
September 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.


NRG INC: Moody's Affirms 'Ba3' CFR/PDR, Outlook Remains Negative
----------------------------------------------------------------
Moody's Investors Service assigned a Baa3 rating to $54,000,000
Fort Bend County Industrial Development Corporation Industrial
Revenue Bonds (NRG Energy, Inc. Project) Series 2012 and a Baa3
rating to $73,100,000 Fort Bend County Industrial Development
Corporation Industrial Revenue Bonds (NRG Energy, Inc. Project)
Series 2012B, (collectively, the New IRBs). Concurrent with the
rating assignment, Moody's has affirmed NRG Energy, Inc.'s (NRG)
Corporate Family Rating and Probability of Default Rating at Ba3;
its senior secured rating at Baa3; and its senior unsecured rating
at B1. The rating outlook for NRG continues to be negative.

Ratings Rationale

The Baa3 rating of the new IRBs is based upon the secured guaranty
provided by NRG Energy, Inc. (NRG: Ba3 Corporate Family Rating;
negative outlook) and certain of its subsidiary guarantors (NRG
Grantors), which will be on parity with NRG's other senior secured
debt rated Baa3.

Proceeds from the bond offerings will be loaned to NRG to finance
and/or reimburse the company for the construction and improvement
costs at the W.A. Parish Electric Generating Station, a 2,490
megawatt (MW) coal-fired generating plant in Texas. The bonds will
be guaranteed by NRG, and by upstream guarantees provided by the
NRG Grantors, operating subsidiaries of NRG. The secured guarantee
will rank on parity with NRG's other senior secured debt,
including its senior secured revolver and term loan and other
senior secured bonds. To perfect this security interest, Moody's
understands that the trustee for the bonds will be joined as a
secured party under the NRG Collateral Trust Agreement.

In light of the negative outlook at NRG, investors in NRG's senior
secured securities, including the new IRBs, should understand
that, if NRG's Corporate Family Rating (CFR) and Probability of
Default Rating (PDR) were to change to B1 from the current Ba3,
the ratings on the senior secured obligations, including the new
IRBs, would in all likelihood be downgraded below investment
grade, most likely to Ba1 from the current Baa3. Conversely,
should NRG's CFR and PDR remain at Ba3, the ratings on the
company's senior secured obligations, including the new IRBs would
in all likelihood remain at Baa3. Moody's intends to reassess the
CFR, PDR and outlook for NRG at or near the time of the
shareholder vote for the proposed merger with GenOn Energy, Inc
(GEN: B2 Corporate Family Rating; positive outlook), when Moody's
would expect to have more definitive information about the post-
merger financial strategy.

The rating affirmation primarily reflects NRG's diversified fleet
of wholesale power generation assets and the relatively strong
historical credit metrics based upon margins underpinned by
hedges, contracts, and sales from its retail business. These
positive factors are balanced against recent operating results,
which have been negatively impacted by weak power prices, reduced
volumes and the continued decline in the price of natural gas. For
example, Moody's calculates that cash flow (CFO pre-WC) to debt
declined to 10.4% for the twelve months ending 06/30/2012 as
compared to the 2009-2011 three year average of 16.4%. Cash flow
coverage of interest was 2.5x for LTM 06/30/2012, substantially
lower than the three year average of 3.3x. Moody's recognizes that
some of the deterioration in financial performance can be
attributed to the incurrence of approximately $2.7 billion of
project level debt to finance the construction of solar generation
plants and a natural gas fired plant being built in the Western
US, the majority of which will be completed in the 2013-2014
timeframe. Moody's consolidates all debt obligations when
calculating NRG's credit metrics. Moody's acknowledges that all of
these projects have long-term power purchase agreements in place
with investment grade counterparties. Moody's views these
contracts favorably from a credit perspective since they will
provide a high degree of cash flow certainty over the next several
years. Even if one excludes the $2.7 billion of project level
debt, Moody's calculates that key credit metrics show
deterioration to levels consistent with a weak "Ba" unregulated
power company as cash flow to debt approximates 13% for both 2011
and the 12 months ending 06/30/2012.

The rating affirmation further considers the company's proposed
stock-for-stock merger with GEN, a financially weaker company that
has historically generated most of its cash flow from coal fired
plants that are challenged by coal-to-gas switching and increasing
environmental mandates. The rating affirmation acknowledges that
the merger plan includes at least $1 billion of debt reduction
from the combined balance sheet efficiencies and approximately
$300 million per annum in expected cost savings, including $100
million reduction in interest cost, $175 million in corporate
expense savings and $25 million in operational synergies. If
accomplished, these savings will improve consolidated earnings and
cash flow. The rating affirmation also considers the benefits of
increased size and diversification, along with the company's
ability to lower the risk of growing its retail business by
acquiring generating assets in key target markets, including the
mid-Atlantic region.

NRG's negative rating outlook reflects the margin erosion that is
occurring in both NRG's wholesale and retail operations, which is
contributing to financial performance more in line with a strong
"B" rated unregulated power issuer when considering all recourse
and non-recourse debt. The negative rating outlook further
considers the company's very large capital spending program
anticipated over the next few years, particularly when compared to
NRG's market capitalization. While the GEN merger enables NRG to
acquire substantial generating capacity in an important platform
in PJM at an attractive price, the negative outlook recognizes the
weaker condition of its merger partner that includes the addition
of $5 billion of incremental debt (assuming that $1 billion of
debt is prepaid). In addition, the negative near-to-mid-term
fundamentals in the unregulated power sector are more pronounced
in GEN's markets than in NRG's core Texas market.

In light of NRG's negative rating outlook, the substantial capital
investment program, the continued weak market for unregulated
power in most regions, and a pending merger with financially
weaker GEN, limited prospects exist for NRG's ratings to be
upgraded in the near-term. However, to the extent that management
is able to complete the construction of its numerous projects on a
timely basis, to demonstrate the ability to integrate GEN while
achieving the projected cost savings, to stabilize or modestly
improve unregulated power margins, to reduce future capital
spending to a more manageable level, and to incrementally retire
debt, the rating outlook could stabilize.

NRG's ratings could be downgraded if material problems surface
with the company's growth strategies, if weaker than expected
market conditions persist across NRG's generation fleet, if the
cost savings and synergies of the proposed merger and margin
enhancement are not expected to be realized or are expected fall
short of credit metrics consistent with a low "Ba" CFR or if the
company materially alters its capital allocation program in a way
detrimental to creditors.

Issuer: NRG Energy, Inc

Ratings Assigned:

  $54,000,000 Fort Bend County Industrial Development Corporation
  Industrial Revenue Bonds Series 2012: Baa3, LGD2 - 15%

  $73,100,000 Fort Bend County Industrial Development Corporation
  Industrial Revenue Bonds Series 2012B: Baa3, LGD2 - 15%

Ratings Affirmed

  Corporate Family Rating & Probability of Default Rating: Ba3

  Outlook: Negative

Ratings Affirmed, LGD Estimates Revised:

  Senior Unsecured to B1, LGD4 -- 66% from B1, LGD4 - 67%

  Senior Secured RC and TL to Baa3, LGD2 - 15% from Baa3, LGD2 ?
  16%

Sussex County, Delaware Recovery Zone Facility Bonds Sr Secured
Bonds to Baa3, LGD2 - 15% from Baa3, LGD2 - 16%

Chautauqua (Cnty of) NY, Ind. Dev. Agency; Sr Sec Revenue Bonds
due 2042 to Baa3, LGD2 - 15% from Baa3, LGD2 - 16%

The Delaware Economic Dev. Auth: Sr Sec Revenue Bonds due 2045 to
Baa3,LGD2 - 15% from Baa3, LGD2-16%

Headquartered in Princeton, New Jersey, NRG Energy, Inc. (NRG)
owns and operates a portfolio of power-generating facilities,
primarily in Texas and the Northeast, South Central and Western
regions of the US. NRG also has ownership interests in generating
facilities in Australia. In total, as of December 31, 2011, NRG
owns approximately 25,135 megawatts (MW) of electric generation,
and has 1,410 MW under construction. NRG's retail businesses,
Reliant Energy, Green Mountain Energy, and Energy Plus Holdings
combined serve more than 2 million residential, business,
commercial and industrial customers in Texas and, increasingly in
select markets in the northeast US.

The principal methodology used in this rating was Unregulated
Utilities and Power Companies published in August 2009.


OAKLAND POLICE DEPARTMENT: Plaintiffs Seek Receivership
-------------------------------------------------------
Erin Geiger Smith at Reuters repots that a group of plaintiffs in
a long-running civil rights complaint involving allegations of
police brutality asked a federal court to put the Oakland Police
Department into receivership.

The plaintiffs, who are parties to a consent decree to resolve the
allegations, asked U.S. District Judge Thelton Henderson of
Oakland to take action "because less drastic means have failed to
bring the city into compliance with reforms mandated," a court
filing said, according to Reuters.

The report relates that the request came as part of litigation
first filed in 2000 by a group consisting largely of African-
American plaintiffs that complained about a pattern of civil
rights abuses by members of the police department, including false
arrests and excessive use of force.

Under a 2003 settlement agreement, the Northern California city of
about 400,000 people agreed to dozens of police reforms intended
to improve supervision, training and accountability within the
department, the report notes.

Reuters says that the court filing said Oakland and its police
department had since "chronically failed to come into compliance
with critical tasks mandated" by the 2003 settlement and
subsequent amended agreements.

Henderson, a veteran judge, has been struggling for nearly 10
years to implement police reforms in Oakland, the report notes.

The report discloses that John Burris, an attorney for the
plaintiffs, said plaintiffs were "fed up with a lack of progress"
and that "if an outside person comes in, we can bring about real
change sooner rather than later."


PATRIOT COAL: Sierra Opposing Extension of Deadline
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Sierra Club will appear in bankruptcy court on
Oct. 11 opposing efforts by coal producer Patriot Coal Corp. to
extend deadlines for installing equipment to remove selenium
contamination from water discharges at some of its mines.

According to the report, as the result of a lawsuit brought in
2006 by private environmental groups, a federal district court in
West Virginia eventually approved a consent decree in which
Patriot agreed to a May 2013 deadline for installing equipment
costing about $29 million.  Last month Patriot filed papers asking
the bankruptcy court to modify the so-called automatic stay so it
could petition the West Virginia court for an extension of the
deadline.  Three environmental groups, including the Sierra Club,
filed opposition papers in bankruptcy court last week.  The
environmentalists want the bankruptcy court to allow all aspects
of the West Virginia suit to proceed, not simply the request by
Patriot for more time to complete the cleanup.

The report relates the groups said in their bankruptcy court
filing that Patriot "has not treated a single drop of water to
remove selenium" at a mine involved in the lawsuit.  The
environmentalists argue that the obligation to clean up selenium
won't be wiped out by bankruptcy because violation of
environmental law continues.  The Oct. 11 hearing may not be held
in New York for reasons having nothing to do with selenium. The
Manhattan judge is considering how to rule on a request by the
U.S. Trustee and a union to move the bankruptcy to West Virginia,
where most of the mines are located, or to St. Louis, the head
office.  The judge didn't say how or when she will rule.

The report notes that Patriot's $200 million in 3.25% senior
convertible notes due 2013 last traded on Oct. 1 for 14 cents on
the dollar, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority.

The Bloomberg report discloses that the $250 million in 8.25%
senior unsecured notes due 2018 traded at 1:22 p.m. on Oct. 5 for
49.5 cents on the dollar, Trace reported.

                         About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.
Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PATRIOT COAL: Faruqi & Faruqi Probes Potential Securities Fraud
---------------------------------------------------------------
Faruqi & Faruqi, LLP, a leading national securities law firm, is
investigating potential securities fraud at Patriot Coal
Corporation.

The investigation focuses on whether the Company and its
executives violated federal securities laws by failing to disclose
that: (1) certain Patriot Coal officers had disclosed misguiding
statements regarding the Company's business prospects; (2) as
such, the Company had violated Generally Accepted Accounting
Principles and U.S. Securities and Exchange Commission ("SEC")
rules by failing to correctly account for costs associated with
Court-ordered remediation obligations related to the Company's
selenium water treatment requirements; (3) Patriot Coal officers
had improperly capitalized these costs instead of recording them
as expenses, thereby overstating the Company's financial results.

In response to comments received from the SEC regarding the
Company's accounting for the Court-ordered remediation costs,
defendants were forced to reveal that the Company's previously
issued consolidated financial statements for the years ended Dec.
31, 2011 and Dec. 31, 2010 could no longer be depended upon.

Moreover, Patriot Coal officers admitted that it was necessary to
restate the Company's previously issued consolidated financial
statements to accrue a liability and recognize a loss for the
estimated costs of installing the Court-ordered water treatment
facilities.

On July 9, 2012, Patriot Coal shocked the market when it announced
that it and substantially all of its wholly owned subsidiaries
have filed voluntary petitions for reorganization under Chapter 11
of the Bankruptcy Code.  When the true state of the Company's
business health became public, Patriot Coal's shares dropped 72%,
from a closing pricing of $2.19 on July 6, 2012, to a closing
price of $0.61 at the end of the day on July 9, 2012.

Request more information now by clicking here:
www.faruqilaw.com/PCXCQ

The firm says, "Take Action If you purchased Patriot Coal
Corporation stock or options between Oct. 21, 2010 and July 6,
2012 and would like to discuss your legal rights, visit
www.faruqilaw.com/PCXCQ  You can also contact us by calling
Richard Gonnello or Francis McConville toll free at 877-247-4292
or at 212-983-9330 or by sending an e-mail to
rgonnello@faruqilaw.com or fmcconville@faruqilaw.com  Faruqi &
Faruqi, LLP also encourages anyone with information regarding
Patriot Coal Corporation's conduct to contact the firm, including
whistleblowers, former employees, shareholders and others."

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PATRIOT COAL: Time to Remove Pending Civil Actions Extended
-----------------------------------------------------------
On Oct. 5, 2012, the Bankruptcy Court extended the time during
which Patriot Coal Corporation, et al., may file notices of
removal with respect to any civil action pending as of the
Petition Date and covered by 28 U.S.C. Section 1452 is extended
through and including the effective date of any plan of
reorganization in the Debtors' Chapter 11 cases.

As reported in the TCR on Oct. 2, 2012, the Debtor told the Court
that given the number of judicial and administrative proceedings
covered by 28 U.S.C. Section 1452 and the variety of claims, as
well as the enormous amount of time and effort the Debtors have
had to devote since the Petition Date to resolving other
significant aspects of the Chapter 11 cases, thy have not been
able to analyze and make a determination regarding the removal of
each of the pre-petition actions.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PENNFIELD CORPORATION: Files for Ch. 11 With Offer From Carlisle
----------------------------------------------------------------
Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.

Founded in 1919, Pennfield is a Lancaster, Pennsylvania-based
manufacturer of bulf and bagged feeds for dairy, equine and other
commercial and backyard livestock. The company owns and operates
three production mills located in Mount Joy, Martinsburg, and
South Montrose, in Pennsylvania.  The company has 112 employees.

The company recorded a net loss of $3.37 million on net sales of
$210.8 million in 2011, compared with a net loss of $3.33 million
on $150.4 million of net sales in 2010.

As of Sept. 8, 2012, the Debtor's assets consisted of net cash of
$125,000, accounts receivable of $4.94 million, total inventories
of $3.15 million, prepaid expenses of $537,000, property, plant
and equipment of $7.02 million, and other assets of $861,000.

As of the Petition Date, Pennfield's total consolidated funded
senior debt obligations were $9.99 million.  Fulton Bank N.A. is
owed $5.95 million under a revolving credit facility.  Fulton is
also owed $774,000 under a term loan, $1.545 million under demand
revenue bonds, and $950,000 under a new line of credit.

Unsecured debt includes $500,000 owed to Risser Grain, and the
pension plan is underfunded by $7.70 million.  There are also
$8.60 million of unsecured trade payables.

Pennfield said its current situation is due to a combination of
long-term industry trends, short-term commodity volatility, and
substantial outstanding liabilities.  The dairy industry in
Pennsylvania has been slowly contracting as consumption declines
and herd productivity increases.

In June 2012, the Debtors began a strategic review of their
operations and considered a variety of strategic options to
maximize value through strategic business initiatives, capital
restructurings and/or asset dispositions involving all or part of
the feed business.

Following several weeks of continuing diligence and marketing
efforts, the Debtors instructed prospective bidders to submit
their final proposals no later than Sept. 20, 2012, which
proposals were to include a mark-up of a form purchase agreement
prepared by the Debtors.  The Debtors, in conjunction with
Lakeshore Food Advisors, LLC, evaluated the terms and benefits of
each proposal, as well as the benefits of other alternatives.

At this early stage of the sales process, the Debtors, in their
business judgment, concluded that the asset purchase agreement
submitted by Carlisle Advisors, LLC, offered advantageous terms
and significant economic benefit to the Debtors with respect to
the sale of the Debtors' assets.  Additionally, multiple parties
have made bids for the Debtors' assets, setting the stage for
competitive bidding and increased value for the Debtors' estates.

The Debtors will be filing a motion seeking initially, the entry
of an order approving bidding procedures, the form of agreement, a
termination payment for Carlisle (in the event that a higher and
better bid is presented and accepted), and notice procedures for
the scheduling of an auction and a hearing to approve the sale of
the Debtors' assets, and the assumption and assignment of certain
executory contracts and unexpired leases and the assumption of
certain liabilities by the Carlisle or, if applicable, to the
bidder that submits a higher or otherwise better bid.

The only assets of Pennfield not being marketed for sale by LFA
are the 165 acre farm in York County and the 3.1 acres of land and
buildings located on Rohrestown Road, Lancaster that was the
former Corporate Offices of Pennfield.  Pennfield intends to sell
both the York Farm and the Lancaster Office Building and utilize
the proceeds to fund its chapter 11 plan.

Carlisle has also agreed to provide a $2.0 million DIP Loan.

Attorneys at Maschmeyer Karalis P.C., in Philadelphia, serve as
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.


PENNFIELD CORP: Meeting to Form Creditors' Panel Set for Oct. 12
----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on Oct. 12, 2012, at 10:30 am in
the bankruptcy case of Pennfield Corporation.  The meeting will be
held at:

         Office of the United States Trustee
         833 Chestnut Street, Suite 501
         Philadelphia, PA 19107

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.


PETCO ANIMAL: Moody's Affirms 'B2' Corp. Family Rating
------------------------------------------------------
Moody's Investors Service affirmed Petco Animal Supplies, Inc.'s
("Petco") B2 Corporate Family Rating and assigned a Caa1 rating to
the proposed $550 million Senior PIK Toggle Notes due 2017
("Proposed Notes") to be issued by Petco's parent company, Petco
Holdings, Inc. (Petco Holdings). Moody's also upgraded Petco's
existing debt. The rating outlook is stable.

Proceeds from the Proposed Notes along with balance sheet cash
will be used to fund a $603 million distribution to shareholders.
The Proposed Notes will be senior, unsecured obligations of Petco
Holdings, and will not be guaranteed by any entity in the
corporate group. Petco Holdings is required to pay interest
entirely in cash so long as there is restricted payment capacity
for upstream dividends at the Petco level under the agreements
governing Petco's existing senior secured credit facilities and
existing senior unsecured notes.

The rating is subject to review of final documentation. Upon
completion of the transaction, Petco's Corporate Family and
Probability of Default ratings will be moved to Petco Holdings.

Moody's took the following rating actions for Petco Holdings,
Inc.:

-- Senior unsecured PIK Toggle Notes due 2017 assigned Caa1
    (LGD 6, 91%)

Moody's took the following rating actions for Petco Animal
Supplies, Inc.:

  -- Corporate Family Rating affirmed at B2;

  -- Probability of Default Rating affirmed at B2;

  -- Senior secured term loan due 2017 upgraded to Ba3 (LGD2,
     29%) from B1 (LGD3, 38%);

  -- Senior unsecured notes due 2018 upgraded to B3 (LGD5, 71%)
     from Caa1 (LGD 5, 85%)

Ratings Rationale

Petco's B2 Corporate Family Rating reflects its high financial
leverage and aggressive financial policies that stem from the 2006
acquisition of the company and sizeable dividend payments to its
owners, TPG Capital ("TPG"), Leonard Green & Partners, L.P.
("LGP") and Freeman Spogli & Co. ("FS & Co."). The current
proposed dividend of $603 million will reduce the company's
financial flexibility, and comes on the heels of the $700 million
dividend paid in December 2010. The 2010 dividend alone returned
over 90% of the equity invested in the company at the time of the
buyout. Pro forma for the proposed transaction, Petco's lease-
adjusted debt/EBITDA will increase to over 6.75 times for the
latest twelve months ended July 28, 2012, up from 6.2 times. As a
result, there is very limited cushion in the rating for
incremental term debt increases or adverse operating performance
at this time.

Petco's ratings are supported by its demonstrated ability to
sustainably grow revenue, expand profitability, and generate
positive free cash flow over the past several years, despite weak
economic conditions. The pet products industry in general remains
relatively recession-resilient, driven by factors such as the
replenishment nature of consumables and services and increased pet
ownership. The company's substantial market presence, well known
brand, and broad national footprint also provide ratings support.
Petco's liquidity is expected to remain good, as internally
generated cash is expected to be sufficient to cover cash flow
needs over the next twelve months, including capital spending for
growth and ongoing efficiency initiatives.

Consistent with Moody's Loss Given Default Methodology, the
upgrades of Petco's senior secured term loan and senior unsecured
notes reflect the increase in debt cushion in the capital
structure as a result of the proposed issuance of structurally
subordinated Petco Holdings debt.

Although unlikely in the near term, Petco's ratings could be
upgraded if the company continues to grow sales and profitability
while demonstrating the ability and willingness to maintain more
conservative financial policies, particularly through material
debt reduction. Specific metrics include achieving and maintaining
debt/EBITDA below 5.25 times and EBITA/interest expense above 1.75
times.

Petco's ratings could be downgraded if the company fails to reduce
leverage as expected, either due to a deterioration in operating
performance or higher debt, particularly if debt were to increase
through any additional near-term shareholder-friendly activities.
A deterioration of Petco's good liquidity could also lead to a
ratings downgrade. Quantitatively, a downgrade could occur if
debt/EBITDA exceeded 6.5 times over a prolonged period or if
EBITA/interest expense is not sustained above 1.25 times.

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

Petco Animal Supplies, headquartered in San Diego, California and
San Antonio, Texas, is a specialty retailer of premium supplies,
food, and services for household pets. The company currently
operates 1,183 stores in 50 states. Revenues are approximately
$3.3 billion.


PLAZA NORTH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Plaza North Tower Commercial Condominium
        Association, Inc.
        1021 Oak Street
        Jacksonville, FL 32204

Bankruptcy Case No.: 12-13628

Chapter 11 Petition Date: October 4, 2012

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

Debtor's Counsel: Roman V. Hammes, Esq.
                  WOLFF HILL MCFARLIN & HERRON PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: rhammes@whmh.com

Estimated Assets: $500,001 to $1,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flmb12-13628.pdf

The petition was signed by Amir Ladan, president.


PRO MACH: Moody's Affirms 'B2' CFR/PDR; Outlook Stable
------------------------------------------------------
Moody's Investors Service affirmed Pro Mach, Inc's. B2 Corporate
Family and Probability of Default Ratings ("CFR" and "PDR"
respectively). At the same time the rating agency affirmed B2
ratings of the company's amended and upsized first lien bank
credit facilities consisting of a $240 million term loan
(increased from $215 million ) and a $50 million revolving credit
facility (increased from $35 million). The ratings outlook remains
stable. The additional borrowings under the term loan will be used
to fund several pending add on acquisitions. The larger revolving
credit facility loan, which remains undrawn, will increase
available liquidity.

Ratings affirmed:

  Corporate Family Rating, B2

  Probability of Default Rating, B2

  $50 million first lien revolving credit facility, B2,
  (LGD-3 49%)

  $240 million first lien term loan, B2, (LGD-3 49%)

The ratings outlook stable.

Ratings Rationale

Pro Mach's B2 CFR and PDR considers the company's modest revenue
scale in a fragmented industry, leveraged capital structure,
competitive offering across a range of equipment, and significant
level of profitability earned in aftermarket products and
services. Although demand for new equipment tends to be cyclical,
the company's installed base of equipment facilitates material
cash flows from the less volatile and higher margin aftermarket
segment. Similarly, while the company's business base is
principally within North America, its primary end-markets in the
food, beverage, consumer products and pharmaceuticals industries
and diverse customer base provide some stability to ongoing
demand. The engineered nature of equipment and services combined
with the company's established field presence and successful
equipment operating record have led to strong customer
relationships and constrained offshore competition. The rating
benefits from the company's track record of sustained
profitability through the downturn and solid margins. Moreover,
prospects for continued free cash flow generation are supported by
limited working capital requirements and minimal capital
expenditures requirements.

Pro Mach has been assembled through a series of transactions and
is expected to continue to grow through acquisitions. Proceeds
from the upsizing of its credit facilities and in particular the
expansion of its Term Loan B by $25 million are to fund several
small acquisitions. The increase in the company's revolver to $50
million from $35 million gives the company more room to finance
future acquisitions. The revolver is expected to be unused at
close.

The terms and conditions of its credit facilities are being
amended in a way that should be more accommodative with the
company's acquisition based growth strategy. Acquired operations
have allowed the company to provide integrated solutions to its
customers as well as the opportunity to rationalize administrative
and corporate costs. Strategically, Moody's would expect the
company to consider further transactions which may affect the pace
of future debt reduction.

The stable outlook reflects the company's good interest coverage
but typical for the rating category on a run-rate basis and the
expectation that the company's leverage metrics will improve
further as its historical acquisitions and base business continue
to perform well. The outlook is further supported by good
liquidity.

The ratings and outlook could encounter downward pressure should
prospects for the company's revenues and margins appreciably
soften and result in higher leverage and weaker coverage metrics.
Quantitatively, this could be evidenced through: EBITA margins of
under 10%, EBITA/interest below 1.5 times, debt/EBITDA above 6
times, and free cash flow to debt under 5%. Conversely, attaining
greater scale in its operations and geographic diversification as
well as accelerated debt reduction achieved through free cash flow
generation and improving profitability would be viewed positively.
Debt/EBITDA significantly below 3.5 times, EBITDA/interest greater
than 4.5 times and FCF/debt consistently above 10% could lead to
higher ratings.

The B2 (LGD-3, 49%) ratings assigned to the bank obligations
reflect their expected loss from the application of a PDR of B2
and expected recovery given their senior secured status. Although
the bank debt will have seniority over unsecured claims as first
lien secured creditors, it will constitute over 90% of claims in
the liability waterfall, contributing to their instrument ratings
matching that of the overall corporate family rating.

The principal methodology used in rating Pro Mach was the Global
Heavy Manufacturing Industry Methodology published in November
2009. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Pro Mach, Inc, headquartered in Loveland, OH, manufacturers a
range of packaging equipment and provides related aftermarket
parts, services and consumables used across the food, beverage,
household goods and pharmaceutical industries. Annual revenues are
expected to exceed $360 million. Pro Mach is owned by an affiliate
of The Jordan Company and certain members of Pro Mach's management
team.


PW COMMERCIAL: Liable to Claims Against Pinewave Affiliate
----------------------------------------------------------
Bankruptcy Judge William J. Lafferty, III, overruled objections
filed by Eric Au and Edwin Law, former shareholders in PW
Commercial Construction Company Inc., to the Proof of Claim filed
by Chateau de Louis LLC, No. Nine, LLC, and Real Enterprises, LLC.

The Claimants hold a $1.8 million state court judgment against
Pinewave Construction, Inc., following an arbitration of disputes
concerning the construction of a condominium and commercial real
estate project in San Francisco.  They timely filed a proof to
claim against PWCCI, asserting that PWCCI is also liable on the
debt based on successor liability and alter ego theories.

The Objectors succeeded to the rights of the Trustee in PWCCI to
object to the Claim by the terms of a Settlement Agreement
approved by the Bankruptcy Court on June 2, 2010.  The Objectors
dispute that PWCCI is either the successor to PWC, or is an alter
ego of PWC, and thus liable for PWC's debts.

Judge Lafferty, however, held that PWCCI is the successor to PWC
for the purpose of imposing liability against PWCCI on account of
debts owing by PWC, because (a) PWCCI is a "mere continuation" of
PWC, and (b) the transfer of assets from PWC to PWCCI constituted
a fraud on creditors of PWC, including the Claimants.

A copy of the Court's Oct. 4, 2012 Memorandum Decision is
available at http://is.gd/VKPhZAfrom Leagle.com.

PW Commercial Construction, Inc., was part of a family of related
companies that performed tasks related to the construction
business during the period 2004 through 2007.  PWCCI's financial
condition deteriorated during the latter part of 2006, and the
company filed a voluntary Chapter 11 petition (Bankr. N.D. Calif.
Case No. 07-40608) on Feb. 28, 2007, listing under $1 million in
both assets and debts.  A copy of the petition is available at
http://bankrupt.com/misc/canb07-40608.pdf The case was converted
to one under chapter 7 by Order entered Dec. 5, 2007.  John
Kendall was appointed trustee, and continues to serve in that
role.


RAHA LAKES: Real Estate Company Files Chapter 11 in Los Angeles
---------------------------------------------------------------
Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-43422) on Oct. 3 in Los Angeles.

The Debtor, a single-asset real estate company, estimated assets
of at least $10 million and debt of at least $1 million.  The
company's principal asset is at 900 South San Pedro Street in Los
Angeles.

The largest unsecured claims listed in the filing are a debt of
$250,000 owed to Kamran Shakib and $98,271 owed to the Los Angeles
County Tax Collector.  The company also listed unsecured trade
debt.  Kayhan Shakib and Roshanak Rahnama are equity holders of
the Debtor, according to court records.

According to the case docket, the Debtor is required to submit its
schedules of assets and liabilities, and statement of financial
affairs by Oct. 17.

The Debtor is represented by:

         Michael S Kogan, Esq.
         KOGAN LAW FIRM APC
         1901 Avenue of the Stars Ste 1050
         Los Angeles, CA 90067
         Tel: 310-432-2310
         E-mail: mkogan@koganlawfirm.com


REALOGY INC: Moody's Lifts CFR to Caa1; Under Review for Upgrade
----------------------------------------------------------------
Moody's Investors Service upgraded certain debt ratings of
Realogy, Inc., including the Corporate Family to Caa1, Probability
of Default and senior unsecured to Caa2 and senior subordinated to
Caa3. In a related action, Moody's placed the corporate family,
probability of default and senior secured ratings under review for
upgrade.

Rating Rationale

The rating upgrades incorporate Moody's view that Realogy is
positioned to benefit as the number of residential home sales and
the average price of each transaction in the U.S. are expected to
continue to grow modestly through 2013. Following several years of
focus on cost management, and five years since its revenue peak,
Moody's expects Realogy will experience improvement in financial
results as existing home sale volumes and prices improve. This is
because Realogy has about a 25% share of the residential brokerage
market as well as the inherent operating leverage in its business
model. Based on forecasts published by the National Association of
Realtors (NAR) and Fannie Mae, Moody's anticipates increasing
sales and EBITDA for Realogy in 2012 (Moody's adjusted) to about
$4.4 billion and $740 million to $750 million, respectively, and
for 2013 sales growing by about 4% to 5% (to $4.6 billion) and
with some margin expansion with EBITDA of at least $800 million.

"The improved operating results from better market conditions do
not alleviate the need for capital structure changes at Realogy",
noted Edmond DeForest, Moody's Senior Analyst. Specifically,
annual interest expense of almost $700 million per year cannot be
met from existing sources of liquidity, including internally
generated cash flow, cash and existing bank credit lines.
Consequently, the default risk remains elevated absent a
significant reduction of debt in the capital structure, and is the
reason the corporate family rating remains at Caa1.

The ratings review is driven by Realogy's proposed primary equity
offering and the related conversion of subordinated debt at par
which, if completed as contemplated by the company, should result
in an improved capital structure. The proposed $1 billion of new
equity through an Initial Public Offering (IPO)and $2 billion
subordinated debt conversion would improve leverage and liquidity.
Debt (Moody's adjusted) would drop by over $3 billion (to about
$5.84 billion) and annual interest expense should decline by over
half. The lower interest burden combined with the anticipated
improvements in existing home sale market conditions should result
in Realogy generating some modest free cash flow.

During the review, Moody's will assess the impact of the changes
in Realogy's capital structure following the planned IPO of equity
and the debt conversion, and the potential for debt reduction and
cash flow increases with improving conditions in the residential
real estate market. Following completion of the IPO and the
subordinated debt conversion and, depending on the allocation of
equity proceeds to debt reduction and the timing thereof, the
corporate family, probability of default and certain senior
secured ratings could be raised by one notch. The improved
liquidity as the company could return to generating free cash
flow, and with the pressure of near term debt maturities abated,
could also result in an improved speculative grade liquidity
rating. Ratings on the senior unsecured debt would not likely
change, given the probable allocation to debt reduction.

The following ratings were upgraded and put under review for
possible upgrade:

Corporate family Rating, to Caa1 from Caa2

Probability of Default Rating, to Caa2 from Caa3

The following ratings (LGD assessments) were upgraded:

11.5% senior unsecured notes due 2017, to Caa2 (LGD 3, 44%) from
Caa3 (LGD 3, 44%)

12% senior unsecured notes due 2017, to Caa2 (LGD 3, 44%) from
Caa3 (LGD 3, 44%)

10.5% senior unsecured cash pay notes due 2014, to Caa2 (LGD 3,
44%) from Caa3 (LGD 3, 44%)

11.00%/11.75% senior unsecured toggle notes due 2014, to Caa2 (LGD
3, 44%) from Caa3 (LGD 3, 44%)

11% senior subordinated convertible notes due 2018, to Caa3 ( LGD
5, 70%) from Ca (LGD 5, 70%)

12.375% senior subordinated notes due 2015, to Caa3 ( LGD 5, 70%)
from Ca (LGD 5, 70%)

The following ratings (LGD assessments) were put under review for
possible upgrade:

Senior secured revolving credit facility due 2016, B1 (LGD 1, 6%)

Senior secured term loan due 2016, B1 (LGD 1, 6%)

Senior secured synthetic letter of credit facility due 2013/2016,
B1 (LGD 1, 6%)

Senior secured first lien notes due 2020, B1 (LGD 1, 6%)

Senior secured notes (one and half lien) due 2020, Caa1 (LGD 2,
22%)

Senior secured (one and half lien) notes due 2019, Caa1 (LGD 2,
22% from 24%)

Second lien term loan due 2017, Caa2 (LGD 3, 33%)

The following rating was affirmed:

Speculative grade liquidity, SGL-4

The principal methodology used in rating Realogy Corp was the
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.

Realogy is a provider of real estate and relocation services. The
company operates in four segments: real estate franchise services,
company owned real estate brokerage services, relocation services
and title and settlement services. The franchise brand portfolio
includes Century 21, Coldwell Banker, Coldwell Banker Commercial,
ERA, Sotheby's International Realty and Better Homes and Gardens
Real Estate. Realogy is substantially owned and controlled by an
affiliate of Apollo Management, L.P.


RIVER CANYON: Hires Seter Vander Wall as Counsel on UWSD Claim
--------------------------------------------------------------
River Canyon Real Estate Investments, LLC, asks the Bankruptcy
Court to employ Seter Vander Wall, P.C., as special counsel.

On Aug. 15, 2012, the United Water & Sanitation District filed
Proof of Claim No. 30 in the bankruptcy case.  UWSD asserts a
fully secured claim in the amount of $9,756,355.  UWSD asserts the
basis for the Claim is Colo.Rev.Stat. Sec. 32-1-1001(1)(j)(I).

The Debtor disputes the validity, priority and extent of the UWSD
Claim.

Title 32, Article 1 of the Colorado Revised Statutes is the
"Special District Act".  The Act provides the statutory framework
for special districts in Colorado.  UWSD is a special district
created under the Act.

The Debtor asserts and believes the employment of special counsel
to assist lead counsel Sender & Wasserman, P.C., in the
prosecution of the objection to USWD's claim and any and all other
matters arising in the case relating to the Act and its interplay
with the bankruptcy case is reasonable and appropriate.

Kim Seter, Esq., attests that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

SVW anticipates that Kim Seter will provide the bulk of the legal
services rendered by the firm.  Mr. Seter charges $295 per hour.
Other SVW attorneys who may provide services bill at rates between
$200 and $235 per hour.  SVW bills its paralegals at the rate of
$130 per hour.

The Debtor has not provided a postpetition retainer to SVW.

                        About River Canyon

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.

River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No.
12-20763) on May 23, 2012, in Denver as part of its settlement
negotiations with lender Beal Bank Nevada, and to preserve the
value of its assets.

At Beal Bank's behest, Cordes & Company was named, effective
Oct. 15, 2010, as receiver for the 643-acre real estate
development with golf course in Douglas County, Colorado.

The Debtor disclosed assets of $19.7 million and liabilities of
$45.3 million in its schedules.  The property and golf course are
estimated to be worth $11 million, and secures a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  The Debtor is
represented by Sender & Wasserman, P.C., as its Chapter 11
counsel.

Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of
the Debtor.  Mr. Jacks, which has a 12.8% membership interest,
signed the Chapter 11 petition.


ROOFING ATLANTA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Roofing Atlanta, Inc.
        1707 Enterprise Drive
        Suite D
        Buford, GA 30518

Bankruptcy Case No.: 12-75163

Chapter 11 Petition Date: October 4, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Cameron M. McCord, Esq.
                  JONES & WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: cmccord@joneswalden.com

Estimated Assets: $0 to $50,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb12-75163.pdf

The petition was signed by Wesley B. Davenport.


ROOFING SUPPLY: Sr. Sec. Term Loan No Impact on Moody's 'B2' CFR
----------------------------------------------------------------
Roofing Supply Group, LLC's ("RSG") new $315 million Senior
Secured Term Loan B will have no material impact on the company's
B2 Corporate Family Rating. In addition, the B2 rating assigned to
RSG's term loan, as well as the B3 rating on its Senior Unsecured
Notes due 2020 will also be unaffected by this transaction.

Moody's views the new term loan as essentially a $25 million
increase to RSG's existing $290 million Senior Secured Term Loan B
since the maturity date is not changing and remains May 31, 2019.
Proceeds from this add-on will be used to repay most of the
borrowings under RSG's asset-based revolving credit facility and
to pay related fees and expenses. Terms and conditions for the
$315 million Senior Secured Term Loan B will be similar to the
existing term loan, but with lower pricing.

Ratings Rationale

RSG's B2 Corporate Family Rating reflects its leveraged capital
structure. Following the proposed transaction, which Moody's views
as relatively leverage neutral, pro forma debt-to-EBITDA for the
12 months ended June 30, 2012 will remain around 6.0 times.
Interest coverage defined as (EBITDA-CAPEX)-to-interest expense
will improve to 3.8 times from 3.1 times for the same period (all
ratios incorporate Moody's standard adjustments). Although balance
sheet debt is increasing modestly, cash interest payments will
decrease by about $5.5 million due to the anticipated lower
interest rate for the new Term Loan B relative to RSG's existing
term loan. Moody's notes that interest coverage ratios will
decline over the coming months, since RSG's more leveraged capital
structure with higher amounts of debt and associated interest
costs has been in place since May 31, when Clayton, Dubilier &
Rice, LLC ("CD&R") completed its buyout of RSG. The rating,
however, is supported by RSG's healthy operating margin. We also
believe RSG faces no substantial threat of significant
deterioration in operating performance as we view roofing as one
of the few pockets of strength within the building products
sector. Finally, the company's good liquidity profile provides
some offset to RSG's highly levered capital structure.

The principal methodology used in rating RSG was the Global
Distribution and Supply Chain Services Industry Methodology
published in November 2011. Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA published in June 2009.

Roofing Supply Group, LLC, headquartered in Dallas, TX, is one of
the largest wholesale distributors by revenues of roofing supplies
and related building materials in the United States. RSG provides
products directly from the manufacturer to roofing contractors,
home builders, retailers and other end users. Clayton, Dubilier &
Rice, LLC through its respective affiliates is the primary owner
of RSG. Revenues for the twelve months through June 30, 2012
totaled about $0.9 billion.


RYAN INTERNATIONAL: Must File Plan and Disclosures by Nov. 16
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extended Ryan International Airlines, Inc., et al.'s authority to
use cash collateral through Nov. 16, 2012, 11:50 p.m., unless
extended with the written consent of INTRUST Bank, pursuant to the
budget for the period Sept. 28, 2012, through Nov. 16, 2012.  This
is the Court's Second Cash Collateral Extension Order.  The First
Cash Collateral Extension Order, entered July 11, 2012, extended
the Debtors' authorization to use cash collateral through
Sept. 30, 2012.

The Court ordered the Debtor to file its Disclosure Statement and
Plan of Reorganization no later than Nov. 16, 2012.  All other
terms of the Final Cash Collateral Order entered
April 6, 2012, will remain in full force and effect.

The Bankruptcy Court entered a separate order extending the
Debtors' exclusive periods to file a plan of reorganization and to
solicit acceptances of the Plan until Nov. 16, 2012, and Jan. 16,
2013, respectively.  This is the second extension of the Debtors'
exclusivity periods.

                     About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marwill Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Matthew M. Hevrin,
Esq., and Thomas J. Lester, Esq., at Hinshaw & Culbertson LLP,
serve as the Debtors' counsel.  Silverman Consulting serves as
financial advisor.  The petition was signed by Mark A. Robertson,
executive vice president.

On March 19, 2012, the U.S. Trustee for Region 11 appointed the
official committee of unsecured creditors of the Debtors.  Brian J
Lohan, Esq., Lydia R. H. Slaby, Esq., Matthew A. Clemente, Esq.,
Matthew G. Martinez, Esq., at Sidney Austin LLP, in Chicago; and
Michael G. Burke, Esq., at Sidney Austin LLP, in New York City,
represent the Creditors' Committee as counsel.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.

The Bankruptcy Court later dismissed the Chapter 11 proceeding of
Ryan 763K, a debtor-affiliate of Ryan International.


RYAN INTERNATIONAL: Financing Period Extended Until Nov. 16
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extended Ryan International Airlines, Inc., et al.'s authorization
to continue their secured post petition financing until Nov. 16,
2012, 1:59 p.m., pursuant to a budget.

The terms of the Final DIP Financing Order will remain in full
force and effect.

This is the second extension order of the Debtors' financing
period.  The first order entered July 11, 2012, extended the
Debtors' financing period until Sept. 30, 2012.

As reported in the TCR on March 30, 2012, the Debtors obtained
final authority to up to $4.5 million under a revolving advance
note from INTRUST Bank N.A., the Debtor's prepetition lender.  The
DIP Facility was set to mature no later than July 9, 2012.  The
DIP loan bears interest at 7% per annum.  A loan origination fee
of 0.005% of the principal amount of DIP Facility will also be
charged.  The DIP Lender will also be entitled to reimbursement of
attorney's fees of not more than $50,000.

                     About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marwill Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Matthew M. Hevrin,
Esq., and Thomas J. Lester, Esq., at Hinshaw & Culbertson LLP,
serve as the Debtors' counsel.  Silverman Consulting serves as
financial advisor.  The petition was signed by Mark A. Robertson,
executive vice president.

On March 19, 2012, the U.S. Trustee for Region 11 appointed the
official committee of unsecured creditors of the Debtors.  Brian J
Lohan, Esq., Lydia R. H. Slaby, Esq., Matthew A. Clemente, Esq.,
Matthew G. Martinez, Esq., at Sidney Austin LLP, in Chicago; and
Michael G. Burke, Esq., at Sidney Austin LLP, in New York City,
represent the Creditors' Committee as counsel.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.

The Bankruptcy Court later dismissed the Chapter 11 proceeding of
Ryan 763K, a debtor-affiliate of Ryan International.


RYAN INTERNATIONAL: Can Employ Plante & Moran as Tax Consultants
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Ryan International Airlines, Inc., et al., Plante &
Moran PLLC to provide tax consulting services, nunc pro tunc to
March 6, 2012.

P&M will conduct an analysis of the sate composite income tax
ramifications to Rubloff Ryan, LLC (the Assignment 1 Services"),
and will prepare tax returns for the year ended Dec. 31, 2011, for
Rubloff Ryan, LLC, and other related Debtor entities (the
"Assignment 2 Services").

The Debtor believes that P&M is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b) of the Bankruptcy Code.

P&M's estimate of its fee for the Assignment 1 Services is
$85,000, while its estimate of its fee for the Assignment 2
Services is $125,000, plus all reasonable and necessary travel and
out-of-pocket costs incurred.  Both of these estimates exclude the
addditional time required for employment and fee applications.

P&M's customary hourly rates are:

           Partner            $300-$450
           Manager            $200-$300
           In-charge          $150-$200
           Staff              $100-$150

                     About Ryan International

Ryan International Airlines, Inc., filed for Chapter 11 protection
(Bankr. N.D. Ill. Case No. 12-80802) in its hometown in Rockford,
Illinois, on March 6, 2012.  Ryan International, which filed for
bankruptcy along with 10 affiliates, estimated assets and debts of
up to $100 million.

Ryan and its affiliates -- http://www.flyryan.com/-- provide
commercial air charter services, to a diverse mix of customers
including U.S., Canadian and British military entities, the
Department of Homeland Security, the U.S. Marwill Service,
leisure travelers, professional and college sports teams and an ad
hoc charter services.  Ryan has 460 employees, with the cockpit
crew, flight attendants and dispatchers are represented by labor
unions.

Judge Manuel Barbosa presides over the case.  Matthew M. Hevrin,
Esq., and Thomas J. Lester, Esq., at Hinshaw & Culbertson LLP,
serve as the Debtors' counsel.  Silverman Consulting serves as
financial advisor.  The petition was signed by Mark A. Robertson,
executive vice president.

On March 19, 2012, the U.S. Trustee for Region 11 appointed the
official committee of unsecured creditors of the Debtors.  Brian J
Lohan, Esq., Lydia R. H. Slaby, Esq., Matthew A. Clemente, Esq.,
Matthew G. Martinez, Esq., at Sidney Austin LLP, in Chicago; and
Michael G. Burke, Esq., at Sidney Austin LLP, in New York City,
represent the Creditors' Committee as counsel.

INTRUST Bank, the prepetition lender owed $53.2 million, is
represented by Thomas P. Sandquist, Esq., of WilliamsMcCarthy LLP;
and Edward J. Nazar, Esq., at Redmond & Nazar LLP.

The Bankruptcy Court later dismissed the Chapter 11 proceeding of
Ryan 763K, a debtor-affiliate of Ryan International.


RYDER MEMORIAL: S&P Cuts Rating on $10MM Series 1996 Bonds to BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
rating to 'BB-' from 'BB' on Puerto Rico Industrial, Medical and
Higher Education, and Environmental Pollution Control Facilities
Financing Authority's $10 million series 1996 bonds, issued for
Ryder Memorial Hospital. The outlook remains negative at the lower
rating.

"The downgrade reflects our view of Ryder's weak balance sheet,
which has been diminished by a $2.4 million malpractice claim, as
well as negative operating results in fiscal 2011 and through July
2012. In fiscals 2010 and 2011, Ryder used its limited cash
position to fund the malpractice reserve, weakening the balance
sheet to levels commensurate with the lower 'BB-' rating. Ryder
will pay the $2.4 million claim in annual installments over three
years beginning in 2011 and has drawn $1.2 million on a line of
credit through the first seven months of fiscal 2012 in order to
cover the 2012 payment and other operating expenses. Although
operating losses have lessened in fiscal 2011 and through July
2012, negative performance and weak debt service coverage
continued, further supporting the lower rating when combined with
the considerably weaker balance sheet," S&P said.

"We expect that Ryder's balance sheet and coverage metrics will
continue to be weak and that the operating losses will continue
through 2012. Although there has been some improvement from May
2012 through July 2012, operations continue to be weak, and any
further decline could result in a further downgrade to the 'B'
category," said Standard & Poor's credit analyst Charlene
Butterfield. "During the next one to two years, we could consider
a lower rating if balance sheet metrics decline from current
levels or if operating losses increase such that coverage
decreases below 1x. A positive outlook during the next one to
two years is unlikely given Ryder's weak balance sheet and
operating performance, but we could consider an outlook change if
days' cash is sustained above 60 days, and if Ryder achieves
positive operations during the next one to two years," she noted.


SANGUI BIOTECH: Accumulated Losses Cue Going Concern Doubt
----------------------------------------------------------
Sangui BioTech International, Inc., filed on Oct. 5, 2012, its
annual report on Form 10-K for the fiscal year ended June 30,
2012.

Sadler, Gibb & Associates, LLC, in Farmington, Utah, expressed
substantial doubt about Sangui's ability to continue as a going
concern.  The independent auditors noted that the Company had
accumulated losses of $31.9 million for the period from inception
through June 30, 2012.

The Company reported a net loss of $3.5 million on $14,949 of
revenues in fiscal 2012, compared with a net loss of $1.6 million
on $5,563 of revenues in fiscal 2011.

Research and development expenses decreased by 67% to $104,413
during the year ended June 30, 2012, from $313,671 during the 2011
fiscal year.

General and administrative expenses (including depreciation,
amortization and professional fees) increased 153% to $3.6 million
in 2012 from $1.4 in 2011.  Included in Professional fees (2012 -
$3.2 million; 2011 - $935,912) is the value of shares issued to
consultants, employees and business partners of the Company under
the Long Term Incentive Plan.

The Company's balance sheet at June 30, 2012, showed $1.1 million
in total assets, $168,351 in total current liabilities, and
stockholders' equity of $959,374.

A copy of the Form 10-K is available at http://is.gd/7Sm1ch

Witten, Germany-based Sangui BioTech Internationl, Inc., formerly
Sangui BioTech, Inc., was incorporated in Delaware on Aug. 2,
1996, and began operations in October 1996.

Sangui GmbH, the only remaining subsidiary of SGBI, develops
hemoglobi--based artificial oxygen carriers for use as blood
additives, blood volume substitutes and variant products thereof.
Sangui GmbH has also developed an anti-aging cosmetic and a number
of related products aimed at improving oxygen supply to the skin.
Enhanced oxygen supply is the key to improved wound healing;
therefore the Company has extended its product portfolio to
contain wound pads and other wound management products.  The
facilities of Sangui GmbH are located on the premises of the
Forschungs- und Entwicklungszentrum of the University of
Witten/Herdecke, Witten, Germany.


SEARLE BLATT: Inventory, Trade Names to Be Sold for $200,000
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that women's wear retailer Searle has given up on
reorganizing.  In Chapter 11 since January 2009, Searle admitted
in a court filing that it's "impossible to continue to operate the
business on a profitable basis."  The company filed papers last
week for authority to sell finished-goods inventory and
intellectual property for $200,000 to an affiliate, Searle Brand
Holdings LLC.

According to the report, the price includes $175,000 for the
inventory.  There will be a hearing on Oct. 18 in U.S. Bankruptcy
Court in Manhattan to secure approval of the sale.  The order
signed by the bankruptcy judge says higher and better offers will
be accepted.  Court papers say there is "no interest" for other
assets such as leases, furniture and equipment.

When the company filed for bankruptcy reorganization in January
2008, there were seven high-end women's apparel and accessory
stores in Manhattan.  The report relates that on Oct. 8, there are
three on the east side of Manhattan, according to 321 Capital
Partners LLC, which was hired to market the business.  From
inception of the Chapter 11 case through July, the accumulated net
loss was $4.9 million on net sales of $55.5 million.

                          About Tom Jones

Searle Blatt & Co. and Tom Jones Inc., operate seven high-end
women's apparel and accessory stores in Manhattan.  The company
also manufactures women's wear sold at upscale retailers.

Tom Jones Inc. and Searle Blatt sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 09-10106 and 09-10107) on Jan. 7, 2009
in Manhattan.  The Debtors are represented by Harold S. Berzow,
Esq., at Ruskin Moscou Faltischek, P. C., in Uniondale, New York.

Tom Jones disclosed assets and debt both less than $10 million.
Claims originally included $1.2 million owed to two secured
creditors.


SMART ONLINE: Sells Add'l $350,000 Convertible Subordinated Note
----------------------------------------------------------------
Smart Online, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, in the principal amount of
$350,000 to a current noteholder upon substantially the same terms
and conditions as the previously issued notes.

The Company is obligated to pay interest on the New Note at an
annualized rate of 8% payable in quarterly installments commencing
Jan. 1, 2013.  The Company is not permitted to prepay the New Note
without approval of the holders of at least a majority of the
aggregate principal amount of the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

The sale of the New Note was made pursuant to an exemption from
registration in reliance on Section 4(a)(2) of the Securities Act
of 1933, as amended.

                         About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS model.  The Company also
provides Web site and mobile consulting services to not-for-profit
organizations and businesses.

Cherry, Bekaert & Holland, L.L.P., in Raleigh, North Carolina,
expressed substantial doubt about Smart Online's ability to
continue as a going concern, following the Company's results for
the fiscal year ended Dec. 31 2011.  The independent auditors
noted that the Company has suffered recurring losses from
operations and has a working capital deficiency as of Dec. 31,
2011.

The Company's balance sheet at June 30, 2012, showed $1.49 million
in total assets, $26.38 million in total liabilities, and a
$24.88 million total stockholders' deficit.


SPIRIT REALTY: S&P Raises Corporate Credit Rating to 'B' on IPO
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Spirit Realty Capital Inc. (Spirit) to 'B' from 'CCC+'
and revised our outlook on the company to stable from developing.
"We also withdrew our rating on the company's senior secured term
loan after the company repaid and extinguished it," S&P said.

"The upgrade reflects Spirit Realty Capital Inc.'s successful
completion of an IPO of its common stock, which raised $465
million of net proceeds," said credit analyst Elizabeth Campbell.
"The company also completed related contingent deleveraging
transactions, as it detailed in S-11 filings. Specifically, Spirit
retired a $729 million term loan outstanding that was due to
mature in August 2013. The IPO reduced leverage; however, low debt
coverage metrics contribute to our view of the company's financial
risk profile as 'aggressive'."

"The company materially reduced balance-sheet leverage through a
recent IPO and related term loan repayment/conversion transaction.
Despite our expectation for stability in portfolio occupancy,
rents, and cash flows over the next 12 months, the timeframe of
our outlook, we would likely lower the rating if the company's
liquidity becomes constrained or debt coverage measures
deteriorate, perhaps due to tenant challenges. The high dividend
payout ratio and highly concentrated tenant base contribute to our
view that an additional upgrade is unlikely in the next year," S&P
said.


SPRINT NEXTEL: Keith Cowan Staying with Company Until Jan. 2
------------------------------------------------------------
Sprint Nextel Corporation's Chief Executive Officer has decided
that Keith O. Cowan, President, Strategic Planning and Corporate
Initiatives, should remain with the Company until Jan. 2, 2013.

The Company previously said that Mr. Cowan would be leaving the
Company effective Sept. 30, 2012.  The Company decided to extend
Mr. Cowan's for a few months given that Mr. Cowan's successor,
Michael Schwartz, who is currently employed at Telesat Canada,
cannot join the Company until Jan. 2, 2013.

Mr. Schwartz's title will be Senior Vice President, Corporate and
Business Development.

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

The Company's balance sheet at June 30, 2012, showed $49.02
billion in total assets, $39.79 billion in total liabilities and
$9.22 billion in total shareholders' equity.

                           *     *     *

In February 2012, Moody's Investors Service assigned a B3 rating
to Sprint Nextel's proposed offering of Senior Unsecured Notes and
a Ba3 rating to Sprint's proposed offering of Junior Guaranteed
Unsecured Notes.  The proceeds will be used for general corporate
purposes, the repayment of existing debt, network expansion and
modernization, and the potential funding of Clearwire.  All of
Sprint's ratings remain on review for possible downgrade,
including those assigned and the company's B1 corporate family
rating and B1 probability of default rating.

Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '2' recovery rating to Sprint's proposed $1 billion of
senior guaranteed notes due 2020. These notes have subordinated
guarantees from all the subsidiaries that guarantee the existing
$2.25 billion revolving credit facility. The '2' recovery rating
indicates expectations for substantial (70% to 90%) recovery in
the event of payment default.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


STILLWATER ASSET: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Stillwater Asset Backed Offshore Fund Ltd.
                165 Remsen Street, 2nd Floor
                Brooklyn, NY 11201

Case Number: 12-14140

Involuntary Chapter 11 Petition Date: October 3, 2012

Court: Southern District of New York (Manhattan)

Petitioner's Counsel: Douglas E. Spelfogel, Esq.
                      FOLEY & LARDNER LLP
                      90 Park Avenue
                      New York, NY 10016
                      Tel: (212) 682-7474
                      Fax: (212) 687-2329
                      E-mail: dspelfogel@foley.com

Stillwater Asset's petitioners:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Eden Rock Finance          Money Owed           $23,009,320
Master Limited
fka Fortis Prime Fund
Solutions
Custodial Services (Ire)
Ltd re KBC ac G1 (ERFF)
by Eden Rock Capital
Management LLP
50 Curzon Street, 5th Floor
London W1J 7UW, United Kingdom

Eden Rock Unleveraged      Money Owed           $3,603,080
Finance Master Limited
fka Fortis (Isle of Man)
Nominees Limited (re ERUFML)
by Eden Rock Capital
Management LLP,
50 Curzon Street, 5th Floor
London W1J 7UW, United Kingdom

ARP Structural Alpha Fund  Money Owed           $5,433,318
fka Fortis (Isle of Man)
Nominees Limited a/c
80 000 323 by Absolute Return
Partners LLP
16 Water Lane
Richmond TW9 1TJ, United Kingdom
ARP Private Finance Fund   Money Owed           $3,889,093
fka Fortis (Isle of Man)
Nominees Limited
a/c 80 000 357
by Absolute Return
Partners, LLP, Manager
16 Water Lane
Richmond TW9 1TJ, United Kingdom

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Gerova Financial Group, Ltd.           12-13641   08/24/12


SUNOCO INC: Acquisition Cues Fitch to Lift Sr. Unsec. Note Rating
-----------------------------------------------------------------
Fitch Ratings has upgraded the senior unsecured ratings of Sunoco,
Inc. to 'BBB-' from 'BB+' following the close of the acquisition
of Sunoco, Inc. (SUN) by Energy Transfer Partners, L.P.(ETP; 'BBB-
', Negative Outlook), as well as ETP's announcement that it would
become a co-obligor on Sunoco, Inc.'s existing senior unsecured
notes in order to satisfy the consolidation, merger and sale
covenant associated with the notes' indenture.  Fitch has also
upgraded to 'BBB-' from 'BB+' and withdrawn ratings on Sunoco's
long-term Issuer Default Rating (IDR) and upgraded to 'BBB' from
'BBB-' and withdrawn the secured rating on Sunoco's 364-day credit
facility.  No rating actions were taken on Sunoco Logistics (SXL;
'BBB', Stable Outlook).

Approximately $965 million of outstanding Sunoco, Inc. unsecured
debt is affected by action.

Sunoco's standalone performance prior to the merger was strong.
For the latest 12 months (LTM) period ending June 30, 2012, the
company generated EBITDA of $1.56 billion, up sharply from the
$724 million seen at year-end (YE) 2011.  Key drivers for improved
performance included improved performance in refining and one-time
LIFO inventory gains, strong contributions from logistics, and
reduced corporate expenses.  Given Sunoco's debt balances of $2.55
billion, SUN's LTM debt/EBITDA at June 30, 2012 was just 1.64x;
however, this figure includes consolidated debt from Sunoco
Logistics (SXL).  Excluding these sources of debt, and netting out
EBITDA contributions from SXL, SUN's adjusted debt/EBITDA as
calculated by Fitch was just 0.7x.

Sunoco's liquidity prior to the merger at June 30, 2012 was robust
and included $655 million in availability on its existing 364 day
secured revolver, $165 million of availability on its accounts
receivable securitization facility as well as cash of $1.88
billion, resulting in total liquidity of $2.7 billion.  That
facility was terminated at the close of the ETP-SUN transaction,
and immediately following the deal, any liquidity needs that arise
at the Sunoco level are expected to be met by liquidity from
parent ETP.

At the closing of the merger, Sunoco contributed to ETP $2 billion
in cash and the equity interests of Sunoco Partners LLC (which
currently holds the 2% general partner interest, incentive
distribution rights, and a 32.4% limited partner interest in
Sunoco Logistics Partners, L.P. (SXL), in exchange for 90,706,000
newly issued Class F units of ETP.  Additionally, immediately
following the closing of the merger, Energy Transfer Equity, L.P.
(ETE) contributed its interest in Southern Union Company (Southern
Union) to ETP Holdco Corporation (ETP Holdco), in exchange for a
60% equity interest in ETP Holdco.  In conjunction with ETE's
contribution, ETP contributed its interest in Sunoco (exclusive of
its interest in SXL) to ETP Holdco and retained a 40% equity
interest in ETP Holdco.

As a result of the merger and the above transactions, ETP and ETE
own an indirect 40% and 60% equity interest, respectively, in both
Sunoco and Southern Union, while ETP owns the general partner
interests, incentive distribution rights and a 32.4% limited
partner interest in SXL.  The new structure simplifies ETP's
organizational structure and diversifies and increases the scale
of its operations.  Fitch believes it will provide an efficient
way to drop down assets to ETP, resolving uncertainties about
future dropdowns and eliminating transactional and capital market
risks.

In addition to any operational benefits, it is Fitch's expectation
that ETP HoldCo will generate tax benefits and contribute to
improving leverage metrics at ETP.  Given the limited amount of
ETP debt needed to complete the SUN merger and the expected cash
flows to be generated by SXL and ETP HoldCo, ETP's consolidated
company and stand-alone debt to EBITDA should approach 4.0 times
(x) in 2013, down from approximately 4.8x at June 30, 2012.

Rating Rationale For ETP: ETP's ratings and outlook consider the
benefits of scale and diversity provided by the SUN acquisition.
It also recognizes the limited amount of new debt required to
complete the transaction and modestly favorable impact on its
leverage metrics.  The SUN acquisition will change ETP's future
cash flow mix by adding crude oil, refined products and retail
operations.  It will expand and enhance the services it can
provide to customers.  Approximately 29% of estimated 2012 pro
forma consolidated cash flow will now come from NGLs, crude oil,
and refined products.  An additional 10% will come from retail
marketing.

ETP's Outlook remains Negative, which reflects its aggressive
acquisition and organic growth activities, the associated
transactional risk, and the impact these activities have on
credit metrics.  ETP will continue to have significant future
financing obligations beyond the SUN purchase including capital
contributions to joint ventures.  As a result Fitch expects that
ETP's debt to EBITDA to remain over 4.0x through 2013.



What Could Trigger A Rating Action



Following the transaction, catalysts for future rating actions for
Sunoco's unsecured debt center on changes in credit quality at
parent ETP.  Possible catalysts for negative rating actions
include higher than anticipated leverage or weakened liquidity at
the parent.  Possible catalysts for a positive rating action
include a long-term improvement in debt to EBITDA leverage to
approximately 4.0x on a sustained basis or further lessening of
business risk at the parent.

Sunoco's ratings following the rating action are as follows:

Sunoco, Inc.

  -- Long-term IDR to 'BBB-' from 'BB+' and withdrawn;
  -- Senior secured revolver to 'BBB' from 'BBB-' and withdrawn;
  -- Senior unsecured notes to 'BBB-' from 'BB+'.




SUSAN M HUTSON: Updated Case Summary & Creditors' Lists
-------------------------------------------------------
Lead Debtor: Susan M Hutson
             1890 Cherry Lane
             Haw River, NC 27258

Bankruptcy Case No.: 12-07111

Chapter 11 Petition Date: October 4, 2012

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtors' Counsel: William P Janvier, Esq.
                  JANVIER LAW FIRM, PLLC
                  1101 Haynes Street, Suite 102
                  Raleigh, NC 27604
                  Tel: (919) 582-2323
                  Fax: (866) 809-2379
                  E-mail: bill@janvierlaw.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
YNOT LLC                               12-07112
fdba YNOT Enterprises
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Susan M. Hutson, member/manager.

A. A copy of Susan M Hutson's list of its 20 largest unsecured
creditors filed together with the petition is available for
free at http://bankrupt.com/misc/nceb12-07111.pdf

B. A copy of YNOT LLC's list of its 18 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nceb12-07112.pdf


T3 MOTION: Due Date of Perry Trebatch Note Extended to Oct. 16
--------------------------------------------------------------
T3 Motion, Inc., and Perry Trebatch, an accredited investor, have
agreed to extend the due date of the $250,000 senior secured
bridge loan until Oct. 16, 2012.

On Sept. 14, 2012, the Company entered into a Security Purchase
Agreement with Perry Trebatch.  In connection with the Agreement,
the Company and the Investor also entered into a Secured
Promissory Note Agreement and a Security Agreement.  Pursuant to
the terms and subject to the conditions set forth in the Purchase
Agreement, the Investor provided a senior secured bridge loan to
the Company in the aggregate principal amount of $250,000.

The Note was originally due 7 days following receipt of the net
proceeds, or Sept. 21, 2012, but the parties amended the due date
of the Note to Sept. 28, 2012, and further amended the due date to
Oct. 16, 2012.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.85 million
in total assets, $3.31 million in total liabilities and a $451,781
total stockholders' deficit.


THETA CORP: Moody's Downgrades Counterparty Rating to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service has downgraded the counterparty rating
of Theta Corporation:

    Counterparty Rating, Downgraded to Ba1 (sf); previously on
    Feb 23, 2012 Baa2 (sf) Placed Under Review for Possible
    Downgrade

Theta is a limited purpose financial operating company that
invests in a diversified portfolio of eligible investment-grade
assets through cash bonds and the credit default swap ("CDS")
market. Theta's current major business consists of selling credit
protection on corporate entities through CDS. Theta is capitalized
through the issuance of capital notes; and the company generates
its income by earning premia on CDS and capturing the spread
between the yield on its bond portfolio and the cost of funding.

Moody's notes that there are currently no debt securities
outstanding under the Medium Term Note (MTN) and Commercial Paper
(CP) programmes (together "Senior note programmes") and expects
the Senior note programmes to be terminated soon. Moody's will
withdraw the rating of the Senior note programmes after it is
terminated.

Ratings Rationale

Moody's explained that the counterparty rating downgrade action is
primarily a result of portfolio credit deterioration, following
the conclusion of Moody's global banking sector rating review this
year.

According to the latest investor report dated September 28, 2012,
Theta's current CDS portfolio totals US$4.07 billion.
Approximately US$1.79 billion (or 44.0%) are exposed to Banking
sector, with US$1.65 billion (or 40.6%) exposed to Bank
Subordinated debt. Since the last rating action in February 2012,
approximately US$1.48 billion (or 36%) portfolio reference
entities experienced rating downgrade by two notches on the
average. Moody's has observed positive developments such as
amortisation of CDS portfolio, weighted average life reduction and
increase in cash holding; however, the negative impact of
portfolio credit deterioration outweighed the positive factors.

Moody's rating action on Oct. 5 also takes into account the price
volatility of Theta's underlying cash bond portfolio. Theta may
need to liquidate portions of its cash bond portfolio to meet CDS
credit event payments as they arise. Any unprecedented illiquidity
in the market for these assets may affect Theta's ability to
liquidate assets without crystallizing additional losses to its
capital. Theta's bond portfolio totals US$342.7 million, including
US$197.9 million cash. Non cash portfolio assets are mainly
exposed to ABS credit cards 42% and RMBS 36%. Moody's considered a
wide range of scenarios under which the price of cash bond
portfolio could vary, and primarily incorporated in its analysis
the haircut levels of between 0% to 30% to the current mark-to-
market estimates. Those scenarios were considered to account for
potential differences between current mark-to-market estimates and
future realized sales. Moody's analysis also took into account CDS
premiums that Theta would receive on its CDS portfolio as well as
potential reductions in such premiums due to termination of the
CDS as a result of credit events.

In the process of determining the final rating, Moody's took into
account the results of a number of sensitivity analyses,
including:

(1) A model run with a forward looking portfolio one year from
Oct. 5, taking into account the amortisation profile in the next
12 months horizon. The model output was slightly below the rating
level.

(2) A model run with a forward looking portfolio one year from
Oct. 5 with reduced subordination, assuming partial redemption of
capital notes up to the amount of cash holding at the time. The
model output was materially below the rating level.
Notwithstanding this was a part of Moody's analysis, Moody's
examined this merely as a possibility and has not assigned a
definitive likelihood of such event occurring.

Moody's notes that Theta is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings, as evidenced by 1) uncertainties of credit conditions in
the general economy and 2) the acute sovereign and banking crisis
in the euro area, which is weakening the credit profiles of banks
exposed to the currency union. This crisis accentuates challenges
facing banks globally that have accelerated since second-half
2011. For more information please refer to two interrelated
Special Reports published on 19 January 2012: "Euro Area Debt
Crisis Weakens Bank Credit Profiles" and "European Banks: How
Moody?s Analytic Approach Reflects Evolving Challenges".

On 21 August 2012, Moody's released a Request for Comment seeking
market feedback on proposed adjustments to its modelling
assumptions. These adjustments are designed to account for the
impact of rapid and significant country credit deterioration on
structured finance transactions. If the adjusted approach is
implemented as proposed, the rating of Theta may be negatively
affected. See "Approach to Assessing the Impact of a Rapid Country
Credit Deterioration on Structured Finance Transactions",
(http://www.moodys.com/research/Approach-to-Assessing-the-Impact-
of-a-Rapid-Country-Credit--PBS_SF294880) for further details
regarding the implications of the proposed methodology changes on
Moody's ratings.

The methodologies used in this rating were "Moody's Approach to
Rating Credit Derivative Product Companies" published in March
2006, and "Moody's Approach to Rating Corporate Collateralized
Synthetic Obligations" published in September 2009.

Moody's applied the Monte Carlo simulation framework within
CDOROMv2.8 to model the loss distribution of the reference pool.
Within this framework, defaults are generated so that they occur
with the frequency indicated by the adjusted default probability
pool for each credit in the reference. Specifically, correlated
defaults are simulated using a normal (or "Gaussian") copula model
that applies the asset correlation framework. Recovery rates for
defaulted credits are generated by applying within the simulation
the distributional assumptions, including correlation between
recovery values. Together, the simulated defaults and recoveries
across each of the Monte Carlo scenarios define the loss
distribution for the reference pool. Once the loss distribution
has been calculated, each collateral loss scenario derived through
the CDOROM loss distribution is associated with loss given claim
analysis, where loss is only incurred if amount of claim due to
credit event is bigger than available cash, via bond portfolio
liquidation or usage of cash already existing in the deal.

In addition to the quantitative factors that are explicitly
modelled, qualitative factors are part of the rating committee
considerations. These qualitative factors include the structural
protections in each transaction, the recent deal performance in
the current market environment, the legal environment, specific
documentation features, the collateral manager's track record, and
the potential for selection bias in the portfolio. All information
available to rating committees, including macroeconomic forecasts,
input from other Moody's analytical groups, market factors, and
judgments regarding the nature and severity of credit stress on
the transactions, may influence the final rating decision.


THOMPSON CREEK: To Save $100MM Plus from New Mine Plan, Job Cuts
----------------------------------------------------------------
Thompson Creek Metals Company Inc. has decided to implement cost
saving measures as a result of the uncertainty in the world
economy.  The Company has suspended stripping activity associated
with the next phase of production at the Thompson Creek Mine,
referred to as Phase 8.

Mining operations will continue as planned through 2014 in the
current phase of production at the Mine, referred to as Phase 7.
As a result of this change, between now and 2014, the Company
expects to save approximately $100 million in operating costs and
$8 - $9 million in capital expenditures, as well as reduce the
Mine workforce by approximately 100 workers.

Kevin Loughrey, Chairman and Chief Executive Officer of Thompson
Creek, said, "As a result of continuing weakness and uncertainty
in the world economy, we have decided to reduce our costs,
strengthen our balance sheet, and conserve cash.  This will allow
for greater certainty in accessing our existing financings in
order to complete the development of Mt. Milligan, while we
preserve the assets at Thompson Creek until market conditions
strengthen."

The Company expects to restart stripping of Phase 8 of the mine
plan when market conditions warrant.  The Thompson Creek Mine is
expected to produce 20 - 22 million pounds of molybdenum in 2013
and 17 - 19 million pounds in 2014.  Assuming stripping is not
restarted prior to 2015, cash costs are expected to be
approximately $4.75 - $5.75 per pound in 2013 and $5.00 - $6.00
per pound in 2014.  If stripping has not recommenced by 2015, the
Company expects that the mine would be placed on care and
maintenance at that time.  If the decision to recommence stripping
is made prior to 2015, guidance with respect to costs will be
revised accordingly, but we expect that molybdenum production
guidance should not be affected.

The Company's Langeloth roasting facility in Pennsylvania will
continue to treat material from the Thompson Creek Mine, third
party purchased concentrates and tolled molybdenum concentrates.

                     Severance Plan Termination

Thompson Creek terminated a severance plan under which certain of
its employees were participants.  In connection with termination
of the plan, the Company has agreed to pay the participants the
amounts that had accrued to those individuals as of Sept. 30,
2012, on the earlier of Oct. 15, 2013, and the applicable
participant's separation of service with the Company.

The severance plan was put into place in 2004.  Under the terms of
the plan, the participants accrued benefits based on years of
service with the Company which were to be paid upon termination by
the Company without cause and certain other circumstances.

The Company expects to pay approximately $14 million in cash in
connection with termination of this plan, approximately $9 million
of which the Company had set aside for purposes of paying
obligations under the plan.  In connection with the termination of
the plan, the Company expects to incur a charge of approximately
$2 million in the third quarter of 2012.

                    About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

The Company's balance sheet at June 30, 2012, showed $3.45 billion
in total assets, $1.56 billion in total liabilities and $1.88
billion in shareholders' equity.

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TOWNSHIP OF IRVINGTON: Moody's Affirms 'Ba1' Rating on G.O. Debt
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 underlying rating
with negative outlook on the Township of Irvington's $116 million
of outstanding General Obligation debt outstanding. The
outstanding debt constitutes a general obligation of the township
as the full faith and credit and unlimited taxing power of the
township are pledged to the payment of principal.

Summary Rating Rationale

The Ba1 underlying rating reflects the township's narrowed
financial position as reflected in reserves which are improving
but still negative net of deferred charges, resulting from years
of structurally imbalanced operations. The rating also encompasses
the moderately-sized tax base near New York City (G.O. rated
Aa2/stable outlook) with low socioeconomic wealth levels and an
elevated debt burden.

The negative outlook reflects uncertainty surrounding the
township's ability to achieve an adequate financial position.
Future rating reviews will consider Irvington's success in
adopting timely budgets, reducing deferred charges, building
Current Fund reserves and reducing dependence on cash flow
borrowing. Furthermore, future rating reviews will monitor any
further deterioration of the township's balance sheet due to
taxable value reductions, increased tax appeals and/or increases
in foreclosures.

STRENGTHS OF LONG-TERM UNDERLYING CREDIT

- Moderately sized tax base with proximity to Newark (G.O. rated
   A3/negative outlook) and New York City (G.O. rated Aa2/stable
   outlook)

- Supervision from the state Division of Local Government
   Services

- Enhancement of portions of long-term debt provided by the New
   Jersey Municipal Qualified Bond Act (MQBA)

CHALLENGES OF LONG-TERM UNDERLYING CREDIT

- Weak financial position with negative reserves net of deferred
   charges

- Wealth indicators below state and national averages

- Tax base and population declines due to increased tax appeals
   and foreclosures

Outlook

The negative outlook reflects uncertainty surrounding the
township's ability to achieve an adequate financial position.
Future rating reviews will consider Irvington's success in
adopting timely budgets, reducing deferred charges, building
Current Fund reserves and reducing dependence on cash flow
borrowing. Furthermore, future rating reviews will monitor any
further deterioration of the township's balance sheet due to
taxable value reductions, increased tax appeals and/or increases
in foreclosures.

WHAT COULD MOVE THE LONG-TERM RATING UP
(REMOVE NEGATIVE OUTLOOK):

* Restoration of structurally balanced operations

* Improved Current Fund balance position (including net of
   deferred charges)

* Elimination of future cash flow borrowing

WHAT COULD MOVE THE LONG-TERM RATING DOWN:

* Inability to regain structurally balanced operations
   (including deferred charges)

* Increased reliance on cash flow borrowing or inability to
   access the capital markets

* Continued tax base and population declines resulting in
   increased tax appeals, foreclosures

* Bargaining contracts that further weaken the city's ability to
   obtain structural balance

Principal Methodology

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


TRANSTAR HOLDING: Term Loan Changes No Impact on Moody's Ratings
----------------------------------------------------------------
Moody's Investors Service stated that Transtar Holding Company's
ratings are unaffected by the proposed first lien term loan
increase to $320 million from $295 million and concurrent second
lien term loan decrease to $140 million from $165 million. Pricing
on the first lien term loan has also been modestly reduced. The
transaction is leverage neutral and will reduce gross interest
expense, providing a slight boost to cash flow.

The principal methodology used in rating Transtar was the Global
Distribution and Supply Chain Services Methodology published in
November 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.

As reported by the Troubled Company Reporter-Europe on Sept. 20,
2012, Moody's Investors Service downgraded Transtar's corporate
family and probability of default ratings to B2 from B1 and
downgraded the ratings on Transtar's existing credit facilities by
one notch.  Concurrently, Moody's assigned B1 ratings to
Transtar's proposed $345 million first lien credit facilities and
a Caa1 rating to the company's proposed $165 million second lien
credit facility.

Transtar Holding Company is a distributor of automotive
aftermarket driveline replacement parts, kits and components sold
to the transmission repair and remanufacturing market. The company
also supplies autobody refinishing products to professional
aftermarket automotive refinishers and autobody repair shops. Net
revenue for the latest twelve month period ended June 30, 2012
exceeded $500 million.


TWG CAPITAL: Court Clears to Auction Assets Next Month
------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that executives at
Indianapolis finance firm TWG Capital Inc. will offer the company
to the highest bidder at a Nov. 7 bankruptcy auction -- an event
that has already caught the attention of a Chicago private-equity
firm that put forth a $200,000 bid.

TWG Capital filed a Chapter 11 petition (Bankr. S.D. Ind. Case No.
12-11019) on Sept. 14, 2012.  Attorneys at Faegre Baker Daniels
LLP, in Indianapolis, serve as counsel to the Debtor.  The Debtor
estimated less than $1 million in assets and at least $1 million
in liabilities.


UNIGENE LABORATORIES: Approves 2012 Employee Incentive Program
--------------------------------------------------------------
Unigene Laboratories, Inc., reviewed the recommendations of the
Board's Compensation Committee and approved and authorized the
Company to enter into 2012 Key Employee Performance and Incentive
Plan Agreements with certain of the Company's essential employees
subject to the approval and closing of the Forbearance Agreement
and First Amendment to Amended and Restated Financing Agreement,
by and amongst the Company and Victory Park Management LLC, to
promote the retention of the Key Employees and to motivate the Key
Employees and align their interests with the interests of the
Company's stockholders by, among other things, granting certain
incentive bonuses and stock options outside of the Company's
existing equity compensation plan to the Key Employees.

The 2012 Restructuring was completed on Sept. 26, 2012.  As a
result, on Sept. 27, 2012, the Company subsequently entered into
Incentive Bonus Agreements with certain employees of the Company,
including the executive officers.

On Sept. 27, 2012, the Company entered into an employment
agreement with Brian Zietsman, chief financial officer.  The
Zietsman Employment Agreement provides that Mr. Zietsman will
receive an annual salary of $250,000, provided that for the first
12 months following the Effective Date, $25,000 of Mr. Zietsman's
annual salary will be paid in the form of stock options.
Thereafter, the salary may be reviewed and adjusted by the Company
as it will determine is appropriate.  He will also participate in
the Company's regular bonus program, be eligible to receive an
annual bonus based on the achievement of Company-wide and
individual objectives, and will be permitted to participate in
such employee benefit plans as are made available by the Company
to its employees generally.

The Company also entered into an employment agreement with Nozer
Mehta, Chief Scientific Officer.  The Mehta Employment Agreement
provides that Dr. Mehta will receive an annual salary of $252,350.

On Sept. 20, 2012, the Board reviewed the recommendations of the
Compensation Committee and approved and authorized the Company to
grant certain retention stock option grants outside of the
Company's existing equity compensation plan to all of the
Company's existing employees and directors, subject to the
approval and closing of the 2012 Restructuring, to promote the
retention of those employees and directors and to motivate such
employees and directors and align their interests with the
interests of the Company's stockholders.

A detailed copy of the Form 8-K is available for free at:

                        http://is.gd/nfeO8Q

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene reported a net loss of $17.92 million in 2011, a net loss
of $27.86 million in 2010, and a net loss of $13.38 million in
2009.

The Company's balance sheet at June 30, 2012, showed $11.69
million in total assets, $77.56 million in total liabilities and a
$65.87 million total stockholders' deficit.

Grant Thornton LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has incurred a net loss of $17,900,000 during the year
ended Dec. 31, 2011, and, as of that date, has an accumulated
deficit of approximately $189,000,000 and the Company's total
liabilities exceeded total assets by $55,138,000.

                        Bankruptcy Warning

Under the Company's amended and restated March 2010 financing
agreement with Victory Park Management, LLC, so long as the
Company's outstanding note balance is at least $5,000,000, the
Company must maintain a minimum cash balance equal to at least
$2,500,000 and its cash flow must be at least $2,000,000 in any
fiscal quarter or $7,000,000 in any three consecutive quarters.

"Without additional financing, we will not be able to maintain a
minimum cash balance of $2,500,000, or maintain an adequate cash
flow, in order to avoid default in periods subsequent to
September 30, 2012," the Company said in its quarterly report for
the period ended June 30, 2012.  "As a result, we will be in
default under the financing agreement, which would result in the
full amount of our debt owed to Victory Park becoming immediately
due and payable.  Even if we are able to raise cash and maintain a
minimum cash balance of at least $2,500,000 through the March 2013
maturity date, there is no assurance that the notes will be
converted into common stock, in which case, we may not have
sufficient cash from operations or from new financings to repay
the Victory Park debt when it comes due.  There can be no
assurance that new financings will be available on acceptable
terms, if at all.  In the event that we default, Victory Park
could retain control of the Company and will have the ability to
force us into involuntary bankruptcy and liquidate our assets."


UPPER CRUST: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Upper Crust, LLC
        55 Foodmart Road
        Boston, MA 02118

Bankruptcy Case No.: 12-18134

Chapter 11 Petition Date: October 4, 2012

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

Judge: Henry J. Boroff

Debtor's Counsel: John C. Elstad, Esq.
                  MURPHY & KING, P.C.
                  One Beacon Street
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  Fax: (617) 423-0498
                  E-mail: jce@murphyking.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/mab12-18134.pdf

The petition was signed by Joshua Huggard, manager.

Affiliates that simultaneously sought Chapter 11 protection:

     Debtor                                    Case No.
     ------                                    --------
The Upper Crust, LLC                           12-18134
The Upper Crust - Back Bay, LLC                12-18135
The Upper Crust - Fenway, LLC                  12-18136
The Upper Crust - Harvard Square, LLC          12-18137
The Upper Crust - Hingham, LLC                 12-18138

The Upper Crust - Lexington, LLC               12-18139
The Upper Crust - State Street, LLC            12-18140
The Upper Crust - South End, LLC               12-18142
The Upper Crust - Pennsylvania Avenue, LLC     12-18143
The Upper Crust - Waltham, LLC                 12-18144

The Upper Crust - Watertown, LLC               12-18145
The Upper Crust - Wellesley, LLC               12-18146
JJB Hanson Management, Inc.                    12-18147
The Upper Crust - DC, LLC                      12-18148


VILLAGE OF RIVERDALE: Moody's Lowers GOULT Debt Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service has downgraded to B2 from B1 the ratings
on the Village of Riverdale's (IL) general obligation unlimited
tax rating. Concurrently, the outlook has been revised to
negative. The rating action affects $1.6 million of outstanding
Moody's-rated debt.

Summary Rating Rationale

The downgrade reflects the village's deteriorating financial
position as reported for fiscal 2012, resulting in an increased
deficit position for the General Fund than what was previously
projected. Additionally, the B2 rating reflects ongoing operating
deficits in the General Fund stemming from a history of poor
budgetary oversight and reliance on transfers from the village's
enterprise funds poorly funded pension liabilities, and a
challenged local economy. The downgrade also reflects the lack of
specific parameters and a concrete timeframe with regard to the
village's deficit elimination plan.

The assignment of the negative outlook reflects the belief that
significant challenges stand in the way of the village
reestablishing structurally balanced financial operations,
including elimination of the growing General Fund deficit balance.
The village's narrow cash position also increases the risks that
the village will continue to make payments to employees, vendors
and creditors on time and in full.

Strengths

- Status as a Home-Rule unit of government which affords
   management broad legal authority for revenue enhancements

- The recent implementation of General Fund revenue enhancements
   and expenditure reductions

Challenges

- Structurally imbalanced resulting from negative variances
   across General Fund revenues and expenditures

- Reliance on one-time revenue proceeds and internal advances
   from other funds

- Significant underfunding of pension plans

- Economically challenged tax base marked by declining full
   valuation, taxpayer concentration, elevated unemployment, and
   net population loss

- Elevated debt profile

Outlook

The assignment of the negative outlook reflects the belief that
significant challenges stand in the way of the village
reestablishing structurally balanced financial operations,
including elimination of the growing General Fund deficit balance.
The village's narrow cash position also increases the risks that
the village will continue to make payments to employees, vendors
and creditors on time and in full.

What Could Make The Rating Go - UP

- Structurally balanced financial operations achieved through
   sustainable financial solutions

- Material operating surpluses leading to the elimination the
   deficit General Fund balance and eventual development of a
   positive General Fund balance and operating liquidity

- Demonstrated commitment to make mid-year budget adjustments as
   necessary to achieve structurally balance operations

What Could Make The Rating Go - DOWN

- Continued structural imbalance resulting from negative budget
   variances yielding larger deficits in the General Fund

- Inability or unwillingness to implement future revenue
  enhancements or expenditure reductions aimed at eliminating the
  deficit General Fund balance

Rating Methodology

The principal methodology used in this rating was General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009.


VISANT HOLDING: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Armonk, N.Y.-based Visant Holding Corp. to negative from stable.

"At the same time, we affirmed our 'B+' corporate credit rating on
the company, along with all related issue-level ratings on the
company's debt," S&P said.

"The outlook revision to negative reflects our expectation that
Visant's ongoing unfavorable revenue trends will continue to
pressure EBITDA and discretionary cash flow, drive leverage
higher, and could weaken its interest coverage," said Standard &
Poor's credit analyst Chris Valentine.

"We continue to assess Visant's business risk profile as 'fair,'
based on our criteria, given the good market position and solid
operating EBITDA margin compared with its principal competitor. We
view its financial risk profile as 'highly leveraged' because of
its high debt level and an aggressive financial policy,
demonstrated by a large, special dividend in 2010," S&P said.

"Visant publishes school yearbooks and manufactures and sells
school class rings, together known as 'school affinity products.'
The school affinity product market is a mature business with
relatively high barriers to entry. Visant has a strong competitive
position in this niche business because of its existing
relationships with customers and strong product offerings. These
strengths, along with effective cost management, result in Visant
having an EBITDA margin higher than its key competitor. Offsetting
these strengths is the fact that a major portion of Visant's
revenues and EBITDA are seasonal and highly dependent on the North
American academic cycle. Because of the discretionary nature of
purchases, Visant's operations are vulnerable to weakness in the
economy and gold price spikes, which together have caused
consumers to shift to lower-priced metals for jewelry and affinity
products and have pressured revenues of late," S&P said.


W.R. GRACE: Targets 4th Qtr 2013 Emergence From Chapter 11
----------------------------------------------------------
W.R. Grace & Co. said it targets its emergence from Chapter 11
bankruptcy on the fourth quarter of 2013 despite previously saying
it would emerge from bankruptcy within this year after receiving
confirmation of its plan of reorganization.  Grace's target
emergence from bankruptcy has been moved several times.  Grace has
been in Chapter 11 protection for more than 11 years since it
delivered its petition to the U.S. Bankruptcy Court for the
District of Delaware on April 2, 2001.

In January 2011, Bankruptcy Judge Judith Fitzgerald confirmed
Grace's Chapter 11 plan.  It took almost a year and several
motions for reconsideration and hearings on the plan for Judge
Buckwalter of the U.S. District Court for the District of Delaware
to affirm Judge Fitzgerald's plan confirmation order on January
2012.  In June 2012, Judge Buckwalter overruled objections to its
January 2012 affirmation order.

Eight parties-in-interest have filed separate appeals to the U.S.
Court of Appeals for the Third Circuit from June 11 Memorandum.
The Appellants are (1) a group of lenders under the Debtors'
prepetition bank credit facilities ("Bank Lenders"); (2) claimants
injured by exposure to asbestos from the Debtors' operations in
Lincoln County, Montana ("Libby Claimants"); (3) Garlock Sealing
Technologies, LLC; (4) the state of Montana; (5) Maryland Casualty
Company; (6) Her Majesty the Queen in Right of Canada; (7) BNSF
Railway Company; and (8) Anderson Memorial Hospital.

Briefs on the appeals will be filed in the last quarter of this
year and oral arguments will be heard before the Third Circuit on
the first quarter of 2013.

Grace said in a regulatory filing with the U.S. Securities and
Exchange Commission that it previously stated that it would seek
to have the Chapter 11 Plan, which is co-proposed by the Official
Committee of Asbestos Personal Injury Claimants, the Official
Committee of Equity Security Holders, and the Asbestos Future
Claimants Representative, become effective and emerge from Chapter
11 protection prior to the final resolution of the appeals but
provided no assurance that the other parties-in-interest would
provide the necessary waivers to the conditions precedent.

Although Grace continues to believe that the legal and economic
benefits for the Company of emerging with the appeals outstanding
are greater than the benefits of remaining under Chapter 11
protection, after discussions with Sealed Air Corporation and
Fresenius Medical Care Holdings, Inc., Grace has been unable to
obtain the necessary waivers, according to the regulatory filing.
Grace said it will continue to seek the favorable disposition of
the appeals to the confirmation of the Joint Plan, but this may
require the completion of the appellate process.

In its Investor Highlights presentation dated Sept. 10, 2012,
Grace noted that the company continues to grow despite its stay in
bankruptcy.  Grace said it will continue to focus on its core
competencies, which include materials science expertise, customer
focus, and innovation, and projects $4.0 billion in sales by 2014,
and $850 million in adjusted EBITDA in the same year.  A full-text
copy of the Investment Highlights presentation is available for
free at http://is.gd/VO1XBj

                       Terms Under the Plan

The Plan, which was filed with the Bankruptcy Court in September
2008, establishes two asbestos trusts to compensate personal
injury claimants and property owners.  Funds for the trusts will
come from a variety of sources including cash, warrants to
purchase Grace common stock, deferred payment obligations,
insurance proceeds, and payments from certain third parties.  The
trusts' assets and operations are designed to cover all current
and future asbestos claims.

An estimation proceeding on the Debtors' asbestos liabilities was
held in 2008 but was concluded after the Debtors reached an
agreement settling all of their present and future asbestos-
related PI claims for $1.8 billion.  Prior to that agreement, the
Debtors were involved in a series of trials to estimate their
asbestos personal injury claims.  Grace's experts estimated that
the company's asbestos personal injury liabilities are between
$385 million and $1.314 billion.  The PI Committee, representing
more than 100,000 asbestos claimants, said Grace's liabilities
range from $4.7 billion to $6.2 billion.

Pursuant to the April 2008 settlement, the asbestos trusts will
be funded by:

-- Cash in the amount of $250,000,000;

-- Warrants to acquire 10,000,000 shares of Grace common stock
    at an exercise price of $17.00 per share, expiring one year
    from the effective date of a plan of reorganization;

-- Rights to proceeds under Grace's asbestos-related insurance
    coverage;

-- The value of cash and stock under the litigation settlement
    agreements with Sealed Air Corporation and Fresenius
    Medical Care Holdings, Inc.; and

-- Deferred payments at $110,000,000 per year for five years
    beginning in 2019, and $100,000,000 per year for 10 years
    beginning in 2024; the deferred payments would be
    obligations of Grace backed by 50.1% of Grace's common
    stock to meet the requirements of Section 524(g).

The effectiveness of the Joint Plan is subject to the satisfaction
or waiver of a number of conditions precedent, including the
condition that the order confirming the Joint Plan become final
and non-appealable.

              Settlement with Sealed Air & Fresenius

The Sealed Air settlement payment consists of (i) $512,500,000 in
cash, plus interest accrued from December 21, 2005 until the
Plan's effective date, at a rate of 5.5% per annum compounded
annually; and (ii) 18,000,000 shares of Sealed Air common stock.

Sealed Air and the committee appointed to represent asbestos
claimants in Grace's bankruptcy cases entered into a settlement
agreement in November 2002 to resolve all current and future
asbestos-related claims made against the Company and its
affiliates in connection with the Cryovac transaction.  The
Settlement agreement will resolve the fraudulent transfer claims
and successor liability claims, as well as indemnification claims
by Fresenius Medical Care Holdings, Inc. and affiliated companies,
in connection with the Cryovac transaction.

Sealed Air clarified during its Sept. 5, 2012, investor
presentation that it is prepared to make its settlement payment to
Grace once all funding conditions are met but has not waived any
condition, including that Grace's plan not be subject to appeal.

           Delay Disappoints Shareholders, Creditors

Peg Brickley at Dow Jones' Daily Bankruptcy Review reported that
Grace's stock took a brief tumble on word that the specialty-
chemical company could be forced to sit in bankruptcy for more
months, perhaps years, waiting out the final legal actions in a
decade-plus Chapter 11 proceeding.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or  215/945-7000)


W.R. GRACE: CIM Urban Wants Claim Transfer Affirmed
---------------------------------------------------
W.R. Grace & Co. and its debtor affiliates submitted a limited
joinder to Main Plaza LLC's objection to the notice of transfer of
claim filed by CIM Urban REIT 211 Main St. (SF), LP.  The Debtors
tell Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware that neither Main Plaza nor CIM Acquisition
ever sought their prior written consent, as required by their
settlement agreement, to transfer the Main Plaza claim to CIM
Acquisition.  Accordingly, the Debtors ask the Court to enforce
the settlement agreement and find that Main Plaza's claim has not
been transferred by CIM Acquisition.

Main Plaza LLC said in a court document that prior to the Petition
Date, Main Plaza, owned real property, including a building
located at 211 Main Street, in San Francisco, California.  Upon
discovering asbestos-related damage to the building, which was
attributable to the Debtors' manufacture, use, or sale of
asbestos-containing products, Main Plaza conducted remediation of
the building, incurring substantial costs.  As a result of the
remediation costs incurred, Main Plaza filed Claim No. 11009
asserting that the Debtors were liable for certain property damage
alleged to be caused by their manufacture, use, or sale of
asbestos-containing products.

To settle and resolve the Claim, the Debtors and Main Plaza
entered into a settlement agreement under which the Claim was
liquidated in an amount equal to $6,137,362.  Subsequent to the
entry of the settlement agreement, in December 2009, Main Plaza
closed on a sale and transfer of the building and land to CIM.  In
June 2012, CIM filed a transfer of claim attempting to tranfer the
Claim to one of its affiliates, CIM Urban REIT 211 Main St. (SF),
LP, and to have payments made on account of the Claim to CIM SF
instead of Main Plaza.

Main Plaza objects to the transfer of claim filed by CIM SF
because it did not transfer its bankruptcy claim and CIM has
failed to offer any evidence to establish that the claim was
transferred.

According to Christopher Booth, a managing member of Main Plaza,
Main Plaza never considered the notion that the Claim was
transferred to CIM as part of the sale of the building.  Main
Plaza, he said, never intended for the Claim to be transferred to
CIM.

                           CIM Responds

CIM asks the Court to overrule Main Plaza's objection to the
notice of claim transfer.  CIM relates that it purchased a
building located at 211 Main Street, in San Francisco, together
with related tangible and intangible personal property interests
from Main Plaza in 2009.  As part of the purchase, CIM purchased
all claims that relate to the ownership, use and operation of the
land, the improvements, and personal property, including the claim
Main Plaza has against W.R. Grace & Co.  CIM says it filed the
notice of transfer supported by a copy of the purchase agreement.

CIM's objection is supported by a declaration by its vice
president, John Bruno, who states that during the negotiations for
the purchase of the property, CIM negotiated for the assignment
from Main Plaza to CIM of claims and warranty claims that Main
Plaza may have against suppliers, materialmen, and consultants
retained by Main Plaza in connection with the design,
construction, grading and installation of improvements on the
property.

Prior to filing the objection, CIM sought and obtained leave from
the Court to file its reply to Main Plaza's objection.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or  215/945-7000)


W.R. GRACE: Asbestos PD & PI Liability Remains at $1.7 Billion
--------------------------------------------------------------
W.R. Grace & Co. disclosed in its Form 10-Q filing with the U.S.
Securities and Exchange Commission for the quarterly period ended
June 30, 2012, that its total recorded asbestos-related liability
as of June 30, 2012, and December 31, 2011, was $1,700.0 million
and is included in "liabilities subject to compromise" in the
accompanying Consolidated Balance Sheets.

Grace remains a defendant in property damage and personal injury
lawsuits relating to previously sold asbestos-containing products.
As of April 2, 2001, Grace was a defendant in 65,656 asbestos-
related lawsuits, 17 involving claims for property damage (one of
which has since been dismissed), and the remainder involving
129,191 claims for personal injury.  Due to the Company's
bankruptcy filing, holders of asbestos-related claims are stayed
from continuing to prosecute pending litigation and from
commencing new lawsuits against the Debtors.  Grace's obligations
with respect to present and future asbestos claims will be
determined through the Chapter 11 process.

As of June 30, 2012, approximately 430 PD Claims subject to the
March 31, 2003 claims bar date remain outstanding. The Bankruptcy
Court has approved settlement agreements covering approximately
410 of such claims for an aggregate allowed amount of $151.6
million.

At the Debtors' request, in July 2008, the Bankruptcy Court
established a claims bar date for U.S. ZAI PD Claims and approved
a related notice program that required any person with a U.S. ZAI
PD Claim to submit an individual proof of claim no later than
October 31, 2008. Approximately 17,960 U.S. ZAI PD Claims were
filed prior to the October 31, 2008 claims bar date, and as of
June 30, 2012 an additional 1,310 U.S. ZAI PD Claims were filed.
Under the Canadian ZAI Settlement, all Canadian ZAI PD Claims
filed before December 31, 2009 would be eligible to seek
compensation from the Canadian ZAI property damage claims fund.
Approximately 13,100 Canadian ZAI PD Claims were filed by December
31, 2009.

As of the Filing Date, 129,191 PI Claims were pending against
Grace. Grace believes that a substantial number of additional PI
Claims would have been received between the Filing Date and
June 30, 2012 had such PI Claims not been stayed by the Bankruptcy
Court.

The Bankruptcy Court entered a case management order for
estimating liability for pending and future PI Claims. A trial for
estimating liability for PI Claims began in January 2008 but was
suspended in April 2008 as a result of the PI Settlement.

The total recorded asbestos-related liability as of June 30, 2012
and December 31, 2011, including pre-Filing Date and post-Filing
Date settlements, was $1,700.0 million and is included in
"liabilities subject to compromise" in the accompanying
Consolidated Balance Sheets.

Grace's asbestos-related liability will finally be determined on
the effective date of the Joint Plan and adjustments to the
currently recorded amount will result primarily from the
valuations of the warrant and the deferred payment obligations.

Grace holds insurance policies that provide coverage for 1962 to
1985 with respect to asbestos-related lawsuits and claims. For the
most part, coverage for years 1962 through 1972 has been
exhausted, leaving coverage for years 1973 through 1985 available
for pending and future asbestos claims. Since 1985, insurance
coverage for asbestos-related liabilities has not been
commercially available to Grace.

As of June 30, 2012, excluding the effect of settlements that are
dependent upon the effectiveness of the Joint Plan and after
subtracting previous reimbursements by insurers and allowing for
discounts pursuant to certain settlement agreements that are not
dependent upon the effectiveness of the Joint Plan, there remains
approximately $970.0 million of excess coverage from 54 presently
solvent insurers. Grace estimates that eligible claims would have
to exceed $4.0 billion to access total coverage.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or  215/945-7000)


W.R. GRACE: EPA Proposes High Standards for Asbestos Clean-Up
-------------------------------------------------------------
The U.S. Environmental Protection Agency is demanding a more
rigorous clean-up of asbestos-contaminated Libby, Montana, and
other similar places.  This recent demand is welcomed by
environmental advocates but frowned upon by companies like W.R.
Grace & Co., who caused most of the contamination in Libby, as
stricter clean-up standards could mean more expense for the
company, Pat Guth of Mesothelioma.com reported.

Ms. Guth, citing a report from the Associated Press, said that the
new-EPA proposed rules for clean-up of sites like Libby would be
"5,000 times tougher than the standard used in past cleanups
addressing airborne asbestos."  Under the new plan, airborne
asbestos concentrations exceeding two-100,000ths of a fiber per
cubic centimeter would be considered a health risk, Ms. Guth
related.  The Government Accountability Office says the new rules
would impact the clean-up of more than 200 sites in 40 states that
are also contaminated due to Libby-produced asbestos-contaminated
vermiculite, Ms. Guth noted.

Ms. Guth said Grace, which operated a vermiculite mine in the area
between 1963 and 1990, opposed the proposed rules and has already
met with EPA officials to raise its objections.  Ms. Guth added
that even the White House Office of Management and Budget has
questioned the EPA proposal.

"That broad application will, in turn, result in enormous,
unexpected and unnecessary costs to building owners, farmers and
other property holders, including the federal government," said
Karen Ethier, W. R. Grace Vice President, Ms. Guth cited.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or  215/945-7000)


WILSONART LLC: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned first-time corporate family and
probability of default ratings of B2 to Wilsonart LLC. Clayton,
Dubilier & Rice ("CD&R) is purchasing a majority interest in
Wilsonart, formerly the Decorative Services Group of Illinois Tool
Works, Inc. ("ITW"), for approximately $1.1 billion and ITW is
contributing $380 million in rollover equity. Moody's assigned a
Ba3 rating to the company's proposed senior secured bank credit
facility, which will consist of a $175 million revolving credit
facility and a $425 million term loan B. Moody's also assigned a
Caa1 rating to the proposed $300 million senior unsecured notes.
CD&R will use proceeds from the proposed transaction and the
issuance of new preferred equity to finance the purchase of a 51%
stake in Wilsonart. ITW will retain a 49% equity investment in the
company. The rating outlook is stable.

The following ratings will be affected by this action:

  Corporate Family Rating assigned B2;

  Probability of Default Rating assigned B2;

  Senior Secured Revolving Credit Facility due 2017 assigned Ba3
  (LGD3, 30%);

  Senior Secured Term Loan B due 2019 assigned Ba3 (LGD3, 30%);
  and,

  Senior Unsecured Notes due 2020 assigned Caa1 (LGD5, 84%)

Rating Rationale

Wilsonart's B2 Corporate Family Rating reflects the company's high
debt leverage, with pro forma adjusted debt-to-EBITDA of about 5.7
times following the proposed transaction. According to Moody's
projections, debt leverage could fall to approximately 5.5 times
by the end of 2013 as a result of improved profitability, and
potentially some debt reduction from free cash flow over that
period (all ratios incorporate Moody's standard accounting
adjustments). As part of the proposed transaction, CD&R will make
a $395 million investment in new preferred shares. These shares
will be both perpetual and non-callable, which Moody's deems to be
strong equity-like features. However, since they will pay a
mandatory 10% annual dividend, Moody's also views them as debt-
like instruments. Therefore, Moody's attributes 50%, or $198
million, of the preferred shares to equity and the remaining half
to debt. To account for Wilsonart's operating lease commitments
and pension obligations, Moody's also adds an additional $68
million of balance sheet debt. Altogether, these adjustments
increase the company's total pro forma adjusted balance sheet debt
by $265 million to $990 million. As a result of the leveraged
buyout, Wilsonart will have significant negative tangible net
worth.

The rating also takes into consideration the company's substantial
exposure to European markets and Moody's concerns over
deteriorating economic conditions in that region. Although Moody's
expects consolidated revenues to climb gradually on a year-over-
year basis, the company may experience a contraction in European
sales over the near-term, limiting upside potential.

However, Moody's recognizes Wilsonart's business profile as a
significant credit strength. Wilsonart's size, scale and strong
distribution network increase barriers to entry and provide
support to the rating. In addition, the company has a global
footprint and a very diverse customer base, with no customer
accounting for more than 5% of total sales. Though Moody's notes
concerns about Wilsonart's European exposure, its global presence
can help offset softness in certain markets. Furthermore, the
company has historically generated strong operating margins. Close
to 70% of the company's 2011 operating profit was generated within
North America, where construction and repair and remodeling
activity -- significant drivers of Wilsonart's revenues -- are
beginning to show signs of a potential recovery. Finally, the
company will have a good liquidity profile as a result of the
proposed transaction, as it will have access to a sizeable,
largely undrawn five-year revolving credit facility.

The stable rating outlook reflects Moody's view that Wilsonart's
credit metrics will slowly improve as North American construction
and repair and remodeling markets continue to strengthen,
providing some offset to Europe's current economic woes and
slowing growth in Asia. The company's liquidity and lack of near-
term debt maturities will also provide financial flexibility until
a sustainable recovery in its end markets takes hold.

The Ba3 rating assigned to the proposed senior secured bank credit
facility, two notches above the corporate family rating, reflects
its position as the senior-most debt in the capital structure. The
facility will consist of a $175 million Senior Secured Revolver
expiring in 2017 and a $425 million Senior Secured Term Loan B due
2019. Both facilities will benefit from a first-priority interest
in substantially all of Wilsonart's domestic tangible and
intangible assets and will be guaranteed by the company's future
and existing domestic subsidiaries. The revolver and term loan
will rank pari passu with each other in a recovery scenario, and
benefit from support provided more junior debt in the capital
structure.

The Caa1 rating assigned to the proposed $300 million Senior
Unsecured Notes due 2020, two notches below the corporate family
rating, reflects its structural subordination relative to almost
$600 million of senior secured facilities. The Notes will be
guaranteed by Wilsonart's existing and future domestic
subsidiaries.

The ratings may improve if Wilsonart is able to reduce leverage to
achieve adjusted debt-to-EBITDA below 5.0 times and improve
operating profitability such that adjusted EBITA-to-interest
expense approaches 3.0 times. Positive rating actions may also be
taken if the company's European exposure declines, or if the euro
zone economy begins to experience a recovery.

The ratings may be downgraded if the company fails to meet Moody's
expectations for improvement in debt leverage, with adjusted debt-
to-EBITDA remaining close to or above 6.0 times. Adjusted EBITA-
to-interest expense approaching 1.5 times could also pressure the
ratings. In addition, a significant deterioration in European end
markets or an increase in exposure to that region could result in
negative rating actions.

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

Wilsonart LLC, headquartered in Temple, TX, is a leading global
manufacturer and distributor of high pressure laminates and other
decorative surfacing products. The company's product offering
includes laminates, solid surfaces, adhesives, and worktops
designed for residential and non-residential new construction and
repair & remodeling. Clayton, Dubilier & Rice, through its
respective affiliates, will own about 51% of Wilsonart, with
Illinois Tool Works, Inc. remaining the minority equity owner with
a 49% interest. Revenues for the 12 months ended June 30, 2012
totaled about $1.1 billion.


WILSONART LLC: S&P Assigns Preliminary 'B+' Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to Temple, Texas-based Wilsonart LLC. The
rating outlook is stable.

"At the same time, we assigned our preliminary 'BB-' issue-level
rating (one notch above the corporate credit rating) to the
company's proposed $175 million revolving credit facility due 2017
and its proposed $425 million term loan due 2019. The preliminary
recovery rating is '2', indicating our expectation of substantial
(70% to 90%) recovery for lenders in the event of a payment
default," S&P said.

"In addition, we assigned our preliminary 'B' issue-level rating
(one notch below the corporate credit rating) to the company's
proposed $300 million senior notes due 2020. These notes are co-
issued by Wilsonart Finance Ltd. The preliminary recovery rating
is '5', indicating our expectation of modest (10% to 30%) recovery
for noteholders in the event of a payment default," S&P said.

"Proceeds from these offerings will be used to fund Clayton,
Dubilier & Rice's and Illinois Tool Works' (ITW) acquisition of
Wilsonart. Total consideration for the acquisition is $1.5
billion, including $395 million for CD&R's 51% preferred equity
interest; the proposed $175 million revolving credit facility,
which we expect to be unfunded at closing; the proposed $425
million term loan; the proposed $300 million senior notes; and
$380 million implied value for ITW's 49% retained common equity
interest," S&P said.

"The preliminary corporate credit rating on Wilsonart LLC reflects
what we consider to be the combination of Wilsonart's 'fair'
business risk profile and 'aggressive' financial risk profile. Our
view of the company's 'fair' business risk profile is due to the
company's exposure to highly cyclical commercial and residential
construction and remodeling markets, volatile raw material costs,
and a highly competitive operating environment. These factors are
somewhat offset by its leading market position in the high
pressure laminate (HPL) business, significant geographic and
customer diversification, and relatively attractive EBITDA
margins. Standard & Poor's views Wilsonart's financial risk
profile as aggressive given debt to EBITDA (including adjustments
for preferred convertible equity, which we consider akin to debt;
postretirement benefit obligations; and operating leases) of about
5.5x pro forma for the refinancing. We view this credit metric to
be commensurate for the 'B+' rating and aggressive financial risk
profile, supported by an 'adequate' liquidity position. Wilsonart
benefits from a highly diversified mix of customers, end markets
and geographies, providing natural hedges against negative trends
in any given account, end market segment or region. The company
maintains long-standing relationships with a highly fragmented
base of over 11,000 customers with end markets consisting of 74%
commercial construction and 26% residential construction. Its
geographic diversity is highlighted by products sold in
approximately 56 countries worldwide, with 55% of net sales in
North America, 37% in Europe, and 8% in Asia. This significant
business diversification--by customer, end market, and geography--
generally provides greater overall revenue stability and makes the
company less susceptible to a dramatic decline related to a single
customer, market segment, or region, and is consistent with our
assessment of the company's fair business risk profile," S&P said.

"As a global manufacturer and distributor of HPL, Wilsonart LLC
also manufactures and distributes a range of associated decorative
surfacing products including self-manufactured adhesives and
third-party manufactured solid surface and engineered stone
products. The company believes it is the largest HPL manufacturer
in North America and has leading market positions in several
European markets, including Germany, France, and the U.K. It also
has very strong strategic positions in the high-end of the
decorative laminate markets in China and Thailand," S&P said.

"The stable rating outlook reflects our expectation credit
measures will remain consistent with its aggressive financial risk
profile with 2013 debt to EBITDA and FFO to debt of about 5x and
10x, based on our assumptions of higher volumes sold due to an
improvement in end market demand. We expect Wilsonart will
maintain adequate liquidity and cushion of at least 50% under its
revolver covenants," S&P said.

"We could lower the rating if Wilsonart experiences weaker than
expected end market demand resulting in a decline in volumes such
that total leverage remains above 6x on a sustained basis. This
could occur if 2013 sales growth is negative in conjunction with a
200 basis point decline in gross margins," S&P said.

"At this time, an upgrade seems less likely given Wilsonart's
aggressive financial risk profile and projected leverage levels of
about 5x debt/EBITDA. Also, we view the current rating on
Wilsonart as constrained at the present level due to the company's
private equity ownership," S&P said.


WPCS INTERNATIONAL: Multiband Does Not Own Common Shares
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Multiband Corporation disclosed that, as of Sept. 28,
2012, it does not beneficially own any shares of common stock of
WPCS International Incorporated.  Multiband previously reported
beneficial ownership of 694,271 common shares or a 9.98% equity
stake as of April 19, 2012.  A copy of the filing is available for
free at http://is.gd/j1MAHB

                      About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.

J.H. COHN LLP, in Eatontown, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended April 30, 2012.  The independent auditors noted
that the Company is in default of certain covenants of its credit
agreement and has incurred operating losses, negative cash flows
from operating activities and has a working capital deficiency as
of April 30, 2012.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.

WPCS reported a net loss attributable to the Company of
$20.54 million for the year ended April 30, 2012, compared to a
net loss attributable to the Company of $36.83 million during the
prior fiscal year.

The Company's balance sheet at July 31, 2012, showed $25.95
million in total assets, $18.78 million in total liabilities and
$7.16 million in total equity.

                           Going Concern

On Jan. 27, 2012, WPCS and its United States-based subsidiaries
Suisun City Operations, Seattle Operations, Portland Operations,
Hartford Operations, Lakewood Operations, and Trenton Operations,
entered into a loan and security agreement with Sovereign Bank,
N.A.

on July 12, 2012, the Company executed the Surety Financing and
Confession of Judgment Agreement with Zurich American Insurance
Company.  The Company is not in compliance with the terms of the
Zurich Agreement.  As a result of the Company's noncompliance, the
Company instructed the owner of this project to make at all
current and future payments directly to Zurich.

The Company's failure to comply with the terms of the Credit
Agreement and the Zurich Agreement, as well as the Company's
losses from operations for the three months ended July 31, 2012,
raise substantial doubt about the Company's ability to continue as
a going concern.  At July 31, 2012, the Company had cash and cash
equivalents of $1,257,920 and working capital of $1,412,252, which
consisted of current assets of $20,145,533 and current liabilities
of $18,733,281.  As of Sept. 12, 2012, the Company had remaining
availability under the Credit Agreement of $1,554,500.

Andrew Hidalgo, CEO of WPCS, commented, "I am pleased to report a
substantial improvement in financial performance quarter over
quarter.  For the first quarter, our operation centers generated
$695,000 in EBITDA on revenue of $13.4 million.  Even our Trenton
Operations, which is coming off a difficult year of losses,
generated positive EBITDA of $208,000 in the first quarter.  The
projects that generated the losses are behind us.  We have
strengthened the balance sheet and income statement.  Our
challenge continues to be cash flow.  The current debt facility of
$2 million with Sovereign Bank is not sufficient to meet our
future operating requirements.  We need to replace this debt
facility as a priority.  If we are able to obtain an adequate debt
facility, we believe we will be in a better position for growth
and increased shareholder value."


* Moody's Says Private Student Loan Default Rate Remains High
-------------------------------------------------------------
The default rate of securitized private (non-guaranteed) student
loans will remain high for the remainder of 2012, but will
continue to improve slowly on a year-to-year basis, says Moody's
Investors Service in a new report, "Private (Non-Guaranteed)
Student Loans Defaults Improve But Will Remain High through 2012."

According to Moody's Private Student Loan Indices, the default
rate index ended the second quarter of 2012 at 4.2%, down from
4.8% in first-quarter 2012 and 4.9%, a year ago. It was the first
sizable year-to-year improvement in the index since early 2011.

However, the default rate remains nearly twice as high as it was
before the recession, says Moody's.

"Defaults of private student loans, which the US government
doesn't guarantee, are going to remain high because the
unemployment rate, the key credit driver of student loan defaults,
will be remaining in the 8.0%-8.5% range for the rest of 2012,"
says Stephanie Fustar , a Moody's Assistant Vice President and
Analyst.

The default rate for 2006 through 2010 securitizations will remain
worse than that for older securitizations, says Moody's, because
they contain large concentrations of loans to students graduating
into the weak job market.

As for loan delinquencies, the 90-plus delinquency rate dropped to
2.4% in second-quarter 2012 from 2.6% in the same period last
year. Ninety-plus delinquencies will continue to steadily decline
as they have since their peak in mid-2009, says Moody's.


* Moody's Says US Covenant Quality Hits Record Low in September
---------------------------------------------------------------
US high-yield bond issuance reached a record high in September as
covenant quality declined toward historical lows, says Moody's
Investors Service in a new report, "Covenant Quality Near Record
Low as US Bond Issuance Booms in September."

"The boom in issuance was accompanied by one of the lowest levels
in covenant quality for any month in 2011 and 2012," says Vice
President -- Head of Covenant Research, Alexander Dill. The
average covenant quality (CQ) score of 3.88 for September this
year is the fourth worst for US high-yields since January 2011,
when Moody's began gathering this data, Dill says.

The covenant quality of financial sponsors' bonds was also worse
in September. Additionally, secured bonds, a further indicator of
covenant quality, accounted for just 11.8% of total issuance in
September, which is well below the historical average of 21.6%.
Nevertheless, as a group these bonds evidenced higher protection
than the historical norm.

"Bonds rated single-B, which rank the 'weakest' in covenant
quality, comprised almost three times the historical percentage
last month," Mr. Dill says. In the "sweet spot," or single-B
portion of the high-yield market, he adds, bonds in Moody's bottom
category for covenant quality comprised 28.6% in September
compared with an historical average of 9.4%, excluding high-yield
lite bonds.

In terms of individual companies with B rated bonds in the weakest
covenant quality bucket, Tesoro Logistics, L.P.'s, Cablevision
Systems Corporation's and Nielsen Finance LLC's bonds were rated
B1, B1 and B2, respectively. Nevertheless, for issuance as a whole
in September, the historical correlation between protective
structures and low speculative-grade ratings holds, as investors
expect weaker credits to offer better protection. But in each of
the Ba, B and Caa/Ca rating categories, September's average CQ
score is worse than the historical average.


* Moody's Says US Local Government Sector Remains Negative
----------------------------------------------------------
The outlook for the US local government sector remains negative as
financial flexibility continues to be tested by the slow economy,
strains on property tax and state aid revenues, and rising pension
and healthcare costs, says Moody's Investors Service in a new
report.

"The pace of economic recovery is tepid and uneven across regions
with some pockets of more solid growth and others lagging the
nation," said Moody's Vice President Kristin Button, author of the
report, "Outlook for US Local Governments Remains Negative," an
update of the rating agency's annual sector outlook published in
February.

"As budget reserves and other sources of liquidity dwindle,
issuers are turning to borrowing for operations and more are
facing severe financial strain," said Mr. Button. "An increasing
number of issuers also face pressures related to contingent
liabilities for non-core enterprises and ventures,"

The Moody's report concludes that property taxes and state aid
will stay under pressure and that more instances of severe credit
stress will surface on the back of mounting wage and benefit
costs, failing enterprise risks, and over-reliance on short-term
debt to meet liquidity pressures.

"Rising pension and benefit costs are adding fiscal pressures to
already stressed budgets, notwithstanding efforts at both the
state and local level to reform benefits and reduce costs," said
Mr. Button.

On the positive side, she said, local governments typically have
low debt service burdens, and the majority still have room to
mitigate financial burdens through spending adjustments and by
raising property taxes, fees, and user charges for essential
utility services.

"Lifting the negative outlook would require economic growth to
burgeon and span several quarters, revenue declines to reverse
course, and liquidity measures to stabilize and begin to recover,"
said Mr. Button. "However, these factors are not likely to
materialize on a widespread basis over the next year."

This means budget options are growing more limited and politically
difficult, says Moody's, forcing local governments to choose among
deeply unpopular tax increases, multiple rounds of job and service
cuts, and depletion of reserves.

The outlook, which expresses the rating agency's expectations for
the fundamental credit conditions in the sector over the next 12
to 18 months, does not speak to expectations for individual rating
changes and is not a prediction of the expected balance of rating
changes during this time frame.


* Epiq Says Chapter 11 Bankruptcy Filings Reaching 4-Year Low
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the 680 Chapter 11 filings in September were the
fewest since March 2008.  For the year as a whole, bankruptcy
reorganizations in Chapter 11 are on track roughly to equal the
2008 total of 10,100.

According to the report, the 87,500 overall bankruptcies in
September were the fewest since January 2008, according to data
compiled from court records by Epiq Systems Inc.  Commercial
bankruptcies in September were the fewest since December 2007,
Epiq said in its report.  Bankruptcies of all types in September
were 10% below the same month one year ago.  Total filings this
year are on track to come in around 1.23 million, or some 11%
fewer than the 2011 total.

The report relates that filings so far this year are down in all
50 states.  The most filings per capita were in Tennessee, Nevada
and Georgia, the same ranking as last month.  Last year's 1.38
million bankruptcies were 11.7% fewer than the 1.56 million in
2010, which recorded the most bankruptcies since the all-time
record of 2.1 million set in 2005.

The Bloomberg report discloses that in 2005, Americans were filing
bankruptcy in advance of new laws making it more difficult for
individuals to cancel debt.  In the last two weeks before the law
changed, 630,000 American sought bankruptcy protection.


* McDonald Hopkins Elects Five New Members
------------------------------------------
McDonald Hopkins LLC, a business advisory and advocacy law firm
with offices in Chicago, Cleveland, Columbus, Detroit, Miami, and
West Palm Beach, discloses the election of five attorneys to the
firm's membership.

Todd A. Benni (West Palm Beach and Cleveland) - Member,
Intellectual Property

Joseph J. Crimaldi (Cleveland) - Member, Intellectual Property

Nicole J. Gray (Cleveland) - Member, Labor and Employment

Lisa S. Lauer (Chicago) - Member, Business Law

Scott M. Slaby (Cleveland) - Member, Intellectual Property

"It is a pleasure to congratulate these five talented attorneys
who have already achieved much success at our firm," said Carl. J.
Grassi, president of McDonald Hopkins.  "Our clients highly value
their expertise and we appreciate their contributions to the
growth of our firm."

Todd A. Benni (West Palm Beach and Cleveland) is an intellectual
property attorney who has a wide range of experience advising both
domestic and international clients.  He helps clients obtain,
manage and protect all types of intellectual property rights.
Benni also has extensive experience providing legal advice and
counseling to clients regarding advertising issues, such as CAN-
SPAM, COPPA, sweepstakes, websites privacy policies, and terms of
use of websites.  Before joining McDonald Hopkins, Atty. Benni
served as senior managing counsel, IP, advertising and licensing
for a leading global supplier of office products and services.

Atty. Benni has a J.D. from the University of Pittsburgh School of
Law and a Bachelor of Science degree from Purdue University.  He
is the ambassador of the board of the Office Depot Foundation.

Joseph J. Crimaldi (Cleveland) is an intellectual property
attorney who provides strategic planning and intellectual property
asset management, both foreign and domestic, for start-ups,
publicly traded companies and universities.  He has prepared and
prosecuted patent applications in a wide variety of technical
areas and has drafted patent validity and infringement opinions in
the areas of trademark prosecution and litigation.

Atty. Crimaldi has a J.D. from Cleveland-Marshall College of Law
and a Bachelor of Science degree from Miami University.

Nicole J. Gray (Cleveland) counsels employers on day-to-day human
resource matters to ensure compliance with complex issues arising
from federal and state employment laws.  Her litigation experience
includes representing employers in administrative proceedings and
before federal and state courts in employment-related matters,
with emphasis on defending complaints and/or charges of wrongful
termination, discrimination, retaliation, and harassment;
noncompliance with wage and hour laws; protected leave violations;
breach of contract; defamation; and tortuous interference.  Atty.
Gray works with employers to develop effective strategies for
implementing difficult employment business decisions related to
reductions-in-force, disciplinary matters and employee
separations.  A frequent speaker on workplace compliance issues,
Gray provides training to employers and employees on a variety of
topics, including implementation of effective personnel policies
and organizational management/behavior.

Gray has a J.D. from The Ohio State University Moritz College of
Law and a Bachelor of Arts degree from Boston College.  Atty. Gray
was named as an Ohio Rising Star in 2012 and is a member of
University Hospital's MacDonald Women's Hospital Leadership
Council and a Board member of the Junior League of Cleveland.

Lisa S. Lauer (Chicago) counsels businesses, business owners and
investors in a wide array of industries.  She has been involved in
a broad range of transactions, such as mergers and acquisitions;
dispositions; joint ventures and restructurings; public and
private securities issuances and filings; private equity
investments; corporate finance deals; 144A placements and
subsequent registered exchange offers; tender offers, and going-
private transactions.  In addition, Lauer provides general
corporate counseling and is skilled at drafting, analyzing and
negotiating all types of commercial contracts and complex
agreements.

Lauer has a J.D. from the University of Michigan Law School and a
Bachelor of Science degree from Wayne State University.  She was
selected for inclusion in Illinois Rising Stars in 2012 and has
volunteered with numerous nonprofit organizations that provide
support to urban development projects, mentoring of at-risk youth
and survivors of domestic abuse.

Scott M. Slaby (Cleveland) is an intellectual property attorney
who helps clients in domestic and foreign patent preparation and
procurement in the chemical, biochemical and mechanical arts, as
well as preparing legal opinions regarding patentability, validity
and right to market.  In addition, Slaby has experience with
trademark prosecution and counseling, intellectual property due
diligence and assists in patent, trademark, copyright, and trade
secret litigation; licensing, and agreement matters.

Atty. Slaby has a J.D. from Cleveland-Marshall College of Law and
graduated from John Carroll University with Master of Science and
Bachelor of Science degrees.  He serves on the Executive Committee
of The Lawyers Guild of the Catholic Diocese of Cleveland
Foundation.

                       About McDonald Hopkins

McDonald Hopkins has a more than 80-year history.  The firm's
comprehensive services are provided by teams of specialized
attorneys and professionals in areas such as business law,
litigation, business restructuring and bankruptcy, estate
planning, government affairs, healthcare, intellectual property,
labor and employment, and mergers and acquisitions.  For more
information about McDonald Hopkins, visit mcdonaldhopkins.com.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                             Total
                                            Share-      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company           Ticker         ($MM)      ($MM)      ($MM)
  -------           ------       ------   --------    -------
ABSOLUTE SOFTWRE    ABT CN        129.7       (4.8)       1.7
ADVANCED BIOMEDI    ABMT US         0.2       (2.0)      (1.6)
AK STEEL HLDG       AKS US      3,901.0     (360.6)     129.6
AMC NETWORKS-A      AMCX US     2,173.4     (959.1)     542.5
AMER AXLE & MFG     AXL US      2,441.2     (394.7)     169.7
AMER RESTAUR-LP     ICTPU US       33.5       (4.0)      (6.2)
AMERISTAR CASINO    ASCA US     2,058.5      (28.0)      42.5
AMYLIN PHARMACEU    AMLN US     1,998.7      (42.4)     263.0
ARRAY BIOPHARMA     ARRY US       108.1      (85.8)      17.2
ATLATSA RESOURCE    ATL SJ        886.5     (270.4)      21.8
AUTOZONE INC        AZO US      6,265.6   (1,548.0)    (676.6)
BERRY PLASTICS G    BERY US     5,114.0     (472.0)     552.0
BOSTON PIZZA R-U    BPF-U CN      162.9      (92.3)      (0.3)
CABLEVISION SY-A    CVC US      6,991.7   (5,641.6)    (286.1)
CADIZ INC           CDZI US        53.7       (6.9)       1.3
CAPMARK FINANCIA    CPMK US    20,085.1     (933.1)       -
CENTENNIAL COMM     CYCL US     1,480.9     (925.9)     (52.1)
CHENIERE ENERGY     CQP US      1,873.0     (442.2)     117.0
CHOICE HOTELS       CHH US        857.7      (11.2)     402.1
CIENA CORP          CIEN US     1,915.3      (60.3)     710.4
CINCINNATI BELL     CBB US      2,702.7     (696.2)     (52.8)
CLOROX CO           CLX US      4,355.0     (135.0)    (685.0)
DEAN FOODS CO       DF US       5,553.1       (3.1)     185.6
DELTA AIR LI        DAL US     44,720.0   (1,135.0)  (6,236.0)
DENNY'S CORP        DENN US       328.9       (2.8)     (20.3)
DIRECTV             DTV US     19,632.0   (4,045.0)     520.0
DOMINO'S PIZZA      DPZ US        424.6   (1,369.1)      52.9
DUN & BRADSTREET    DNB US      1,795.6     (821.9)    (655.6)
E2OPEN INC          EOPN US        29.7      (34.5)     (32.5)
ELOQUA INC          ELOQ US        37.5       (9.6)     (14.2)
FAIRPOINT COMMUN    FRP US      1,877.4     (184.4)      51.6
FERRELLGAS-LP       FGP US      1,397.3      (27.5)     (50.9)
FIESTA RESTAURAN    FRGI US       286.0        2.6      (14.7)
FIFTH & PACIFIC     FNP US        900.5     (175.5)     130.9
GENCORP INC         GY US         874.0     (171.3)      47.3
GLG PARTNERS INC    GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS    GLG/U US      400.0     (285.6)     156.9
GOLD RESERVE INC    GRZ CN         78.3      (25.8)      56.9
GOLD RESERVE INC    GRZ US         78.3      (25.8)      56.9
GRAHAM PACKAGING    GRM US      2,947.5     (520.8)     298.5
HCA HOLDINGS INC    HCA US     27,132.0   (6,943.0)   1,690.0
HOVNANIAN ENT-A     HOV US      1,624.8     (404.2)     881.0
HUGHES TELEMATIC    HUTCU US      110.2     (101.6)    (113.8)
HUGHES TELEMATIC    HUTC US       110.2     (101.6)    (113.8)
HYPERION THERAPE    HPTX US         9.6      (41.8)     (31.4)
INCYTE CORP         INCY US       312.0     (217.2)     154.4
INFINITY PHARMAC    INFI US       113.0       (3.4)      70.2
IPCS INC            IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI    ISTA US       124.7      (64.8)       2.2
JUST ENERGY GROU    JE US       1,583.6     (245.9)    (227.2)
JUST ENERGY GROU    JE CN       1,583.6     (245.9)    (227.2)
LIMITED BRANDS      LTD US      6,589.0     (245.0)   1,316.0
LIN TV CORP-CL A    TVL US        839.2      (51.8)      52.7
LORILLARD INC       LO US       2,576.0   (1,568.0)     881.0
MARRIOTT INTL-A     MAR US      5,865.0   (1,296.0)  (1,532.0)
MERITOR INC         MTOR US     2,555.0     (933.0)     279.0
MONEYGRAM INTERN    MGI US      5,185.1     (116.1)     (35.3)
MORGANS HOTEL GR    MHGC US       545.9     (110.1)      (7.0)
MPG OFFICE TRUST    MPG US      2,061.5     (827.9)       -
NATIONAL CINEMED    NCMI US       794.2     (354.5)      95.8
NAVISTAR INTL       NAV US     11,143.0     (358.0)   1,585.0
NB MANUFACTURING    NBMF US         2.4       (0.0)      (0.5)
NEXSTAR BROADC-A    NXST US       566.3     (170.6)      40.2
NPS PHARM INC       NPSP US       186.9      (45.3)     130.3
NYMOX PHARMACEUT    NYMX US         2.7       (7.7)      (0.9)
ODYSSEY MARINE      OMEX US        22.4      (29.3)     (26.9)
OMEROS CORP         OMER US        10.1      (20.5)      (8.7)
PALM INC            PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN    PDLI US       259.8     (161.1)     144.3
PLAYBOY ENTERP-A    PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B    PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC        PRM US        208.0      (91.7)       3.6
PROTECTION ONE      PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU    QLTY US       454.5      (29.8)      60.7
REGAL ENTERTAI-A    RGC US      2,306.3     (542.3)      62.5
RENAISSANCE LEA     RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A        REV US      1,173.9     (665.6)     177.8
RURAL/METRO CORP    RURL US       303.7      (92.1)      72.4
SINCLAIR BROAD-A    SBGI US     2,160.2      (66.3)      (1.4)
TAUBMAN CENTERS     TCO US      3,096.1     (295.3)       -
TEMPUR-PEDIC INT    TPX US        865.5      (12.1)     258.9
THRESHOLD PHARMA    THLD US        86.3      (51.4)      71.2
TRULIA INC          TRLA US        27.6       (3.2)      (4.9)
UNISYS CORP         UIS US      2,397.9   (1,190.0)     463.1
VECTOR GROUP LTD    VGR US        885.7     (119.5)     248.2
VERISIGN INC        VRSN US     1,942.0      (59.2)     858.0
VIRGIN MOBILE-A     VM US         307.4     (244.2)    (138.3)
VRINGO INC          VRNG US         3.7       (1.4)       2.1
WEIGHT WATCHERS     WTW US      1,193.6   (1,784.6)    (259.9)
ZOGENIX INC         ZGNX US        64.9      (15.0)       7.5


                            *********

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/

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 nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

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.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

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., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  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 $775 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 Christopher
Beard at 240/629-3300.


                  *** End of Transmission ***