TCR_Public/121012.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, October 12, 2012, Vol. 16, No. 284

                            Headlines

1701 COMMERCE: Oct. 16 Hearing on Exclusivity Extension
2646 SOUTH LOOP: 5th Cir. Dismisses Partner's Appeals
400 EAST 51ST STREET: Files for Chapter 11 in Manhattan
ABB/CON-CISE OPTICAL: S&P Assigns 'B' Prelim. Corp. Credit Rating
ADVANCED COMPUTER: Reaches Deal With BBVA on Cash Use

AFA INVESTMENT: WARN Claimants Want Case Converted to Chapter 7
AMERICAN AIRLINES: Has New Financing With Lower Interest Rate
AMERICAN AIRLINES: Pilots Demonstrate at Ronald Reagan Airport
AOT BEDDING: S&P Retains 'B' Corp. Credit Rating; Outlook Stable
ARCAPITA BANK: Enters Settlement with Standard Chartered

ARCAPITA BANK: Hearing on Silver Point Financing Today
ATP OIL: Solvency Claimed Even With Bonds Below 20 Cents
ATP OIL: Files Schedules of Assets and Liabilities
ATP OIL: Hires Slattery Marino as Regulatory Counsel
ATP OIL: Committee Hires Porter Hedges as Local Co-Counsel

ATP OIL: Court Approves Blackhill Employment, Latimer as CRO
AUDIO VISUAL SERVICES: Moody's Assigns 'B2' Corp. Family Rating
AVENTINE RENEWABLE: Voluntarily Deregisters Common Stock
AVX CORPORATION: Has Deal for Clean-Up of Bedford Site
BANKUNITED NA: Moody's Assigns 'D+' BFSR; Outlook Stable

BI-LO LLC: Moody's Affirms 'B2' Corp. Family Rating
BI-LO LLC: S&P Affirms 'B' CCR on Good Operating Trends
BLITZ USA: Mediator Taps Sanders Warren as Neutral Evaluator
CITIGROUP INC: Fitch Affirms Preferred Stock at Low-B
CLARE OAKS: CliftonLarsonAllen Okaye for Additional Services

CLEAR CHANNEL: Bank Debt Traded at 18% Off Last Week
COLLEGE BOOK RENTAL: Part Owner Wants Case Venue Moved to Kentucky
CONNAUGHT GROUP: Judge Approves Ch. 11 Plan After $22MM Sale
CUNNINGHAM LINDSEY: Moody's Assigns 'B1' Corp. Family Rating
CUTTER YACHT: Property Declared as "Single Asset Real Estate"

DAVE & BUSTER'S: S&P Affirms 'B-' Corp. Credit Rating; Outlook Pos
DELPHI CORP: Court Enters Final Decree Closing 5 Cases
DELPHI CORP: PBGC Snobbed Non-Binding Mediation
DELPHI CORP: Reorganized Debtors Strike Deal With U.S. Customs
DELPHI CORP: Has Deal Resolving Two Johnson Controls Claims

DEWEY & LEBOEUF: Bankruptcy Judge Approves Settlement
DEX MEDIA EAST: Bank Debt Traded at 37% Off Last Week
DMZ INVESTMENTS: Case Summary & 2 Unsecured Creditors
DUKE INVESTMENTS: Amegy Loses Bid to Block Lawyer Fees
EASTMAN KODAK: Cancels Health-Care and Survivor-Benefits Program

EME HOMER CITY: Fundco Soliciting Acceptances for Prepack Plan
ENCORE PROPANE: Court Confirms Exit Plan Proposed by MCG Venture
ENDEAVOUR INT'L: Moody's Rates $54MM First Priority Notes Caa1
ENDEAVOUR INT'L: S&P Hikes Rating on $350MM Notes to 'CCC+'
FIBERTOWER CORP: Seeks 120-Day Extension to File Payment Plan

FIRSTFED FINANCIAL: Seeks OK of Stipulation With HoldCo, FDIC
GRAY TELEVISION: Completes Offering of $300 Million Senior Notes
GULFSTREAM FOOD: Case Summary & 12 Unsecured Creditors
HALIFAX REGIONAL: Moody's Affirms 'Ba3' Rating; Outlook Negative
HAWKER BEECHCRAFT: Bank Debt Traded at 36% Off Last Week

HD SUPPLY: Plans to Offer $750 Million of Senior Notes
HD SUPPLY: Reports $7.4 Billion Net Sales for 12-Month Period
HIGHLAND PARK: Moody's Raises Rating on Cl. A-1 Notes to 'Ba3'
HOMER CITY FUNDING: S&P Cuts Note Rating to 'D' on Payment Default
IGLOO MERGER: Moody's Assigns 'B1' Corp. Family Rating

IMS HEALTH: Moody's Affirms 'B1' CFR; Rates Sr. Term Loan B 'B3'
IPREO HOLDINGS: Moody's Rates $21-Mil. Term Loan Add-On 'B1'
JEFFERSON COUNTY: Leaders Fight to Withhold Bond Money
JHK INVESTMENTS: Secured Lenders Object to Cash Collateral Use
JHK INVESTMENTS: Sec. 341 Meeting Rescheduled to Oct. 22

JLJ EAGLE: Updated Case Summary & Creditors' Lists
JUPITER PARK: Case Summary & 20 Largest Unsecured Creditors
M&M PIZZA: Case Summary & 20 Largest Unsecured Creditors
LEVI STRAUSS: Reports $25.1 Million Net Income in Third Quarter
LM US MEMBER: S&P Gives 'B-' Corp. Credit Rating; Outlook Stable

M3 HOTELS: Case Summary & 20 Largest Unsecured Creditors
MEDIA GENERAL: Sells Tampa Tribune to Tampa Media for $9.5-Mil.
MICHIGAN: Bankruptcy Risk for Cities If Voters Void 2011 Law
MMM HOLDINGS: Moody's Assigns 'B2' Senior Secured Debt Rating
MSR RESORT: Queen of Hawaii Claims to Own Grand Wailea Resort

NAVISTAR INTERNATIONAL: Mark Rachesky Holds 14.9% Equity Stake
NAVISTAR INTERNATIONAL: Accedes to Icahn's Wishes to Avoid Fight
NBTY INC: S&P Gives 'B-' Rating on Proposed $500-Mil. Notes
NEXEO SOLUTIONS: Moody's Says Debt Incremental Raises Leverage
NINE ENTERTAINMENT: Goldman Funds Back Restructuring

NORTHAMPTON GENERATING: On Short Exclusivity Leash
OSI RESTAURANT: Moody's Reviews 'Caa1' CFR/PDR for Upgrade
OSI RESTAURANT: S&P Raises CCR to 'B+' on Improved Finc'l. Risk
OWENS CORNING: Moody's Says Reduced Earnings Guidance Credit Neg
PATRIOT COAL: Wants Lease Decision Period Extended Until Feb. 4

PATRIOT COAL: Glancy Binkow Files Class Action Lawsuit
PATRIOT COAL: Jan. 21 Deadline for Govt. Proofs of Claim
PEMCO WORLD: Unsecured Claims Creditors to Get 1%-3% Under Plan
PENNFIELD CORP: Seeks to Use Fulton Bank Cash Collateral
PEREGRINE FINANCIAL: Wasendorf Thinks More Funds Available

PEREGRINE FINANCIAL: CEO to Stay Jailed Before $100MM Sentencing
PHARMACEUTICAL PRODUCT: Moody's Cuts CFR to 'B2'; Outlook Stable
PHARMACEUTICAL PRODUCT: S&P Lowers CCR to 'B' on Higher Leverage
PINNACLE AIRLINES: Flight Attendants Say CBA Already Market Rate
PLANT INSULATION: Judge Upholds Allianz Insurers' $69MM Deal

POTOMAC SUPPLY: Wants Plan Filing Exclusivity Until Nov. 30
QUINTILES TRANSNATIONAL: S&P Rates $175MM Term Loan 'BB-'
RENEGADE HOLDINGS: State Attorneys General Oppose Confirmation
REVEL ENTERTAINMENT: Bank Debt Trades at 22% Off
RICH GLOBAL: "Rich Dad Poor Dad" Author's Company in Bankruptcy

RG STEEL: Donbu Metal Claim Transferred to QBE Insurance
RG STEEL: Inks Settlement on Remaining Contingent Obligations
RG STEEL: Can Employ ASK LLP to Litigate and Collect A/Rs
SAN FRANCISCO MEDICAL: Case Summary & 2 Unsecured Creditors
SESI LLC: Moody's Raises Corporate Family Rating to 'Ba1'

SKY KING: Can Pay Critical Vendors' Prepetition Claims
SKY KING: Files Schedules of Assets and Liabilities
SKY KING: Taps Winthrop Couchot as General Insolvency Counsel
SKY KING: U.S. Trustee Forms 3-Member Creditors Committee
SNL FINANCIAL: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable

SOLYNDRA LLC: Chapter 11 Plan Is Ploy to Skirt Taxes, IRS Says
SOUTH LAKES: Frazer LLP Approved as Accountant and Consultant
SOUTH LAKES: Klein Denatale Approved as General Bankruptcy Counsel
SOUTH LAKES: Oct. 25 Hearing on B&B as Committee's Counsel
SOUTH LAKES: Two Entities Join Creditors Committee

SOUTH VALLEY: Case Summary & 17 Largest Unsecured Creditors
SPECTRUM BRANDS: Plan Buy Prompts Fitch to Affirm Low-B Rating
SPECTRUM BRANDS: Stanley Deal No Impact on Moody's 'B1' Rating
SPECTRUM BRANDS: Moody's Says Stanley Deal Neutral in Near Term
STRATEGIC AMERICAN: Namibia Investment A Gamble, Report Says

SUN AVIATION: Court Sets Nov. 5 as General Claims Bar Date
TC GLOBAL: Files for Chapter 11 Protection
TERRESTAR NETWORKS: Parent's Ch. 11 Plan Confirmed
TRANSDIGM INC: Moody's Assigns $150-Mil. Term Loan to 'Ba2'
TRIBUNE CO: Bank Debt Trades at 24% Off in Secondary Market

TULLY'S COFFEE: Files Chapter 11; To Close Unprofitable Stores
TXU CORP: Bank Debt Trades at 31% Off in Secondary Market
UNITED GILSONITE: To Set Up $11.75 Million Asbestos Trust
UNITED WESTERN: Facing Dismissal Motion From U.S. Trustee
US FIDELIS: Committee's Amended Plan Declared Effective

VASO ACTIVE: Del. Bankr. Court Rules on Avoidance Suit vs. D&Os
VERTIS HOLDINGS: Returns to Chapter 11 for Sale to Quad/Graphics
VERTIS HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
VITRO SAB: U.S Appeals Court May Wait for Mexico Decision
WOODBURY DEVELOPMENT: Court Dismisses Chapter 11 Case

ZACKY FARMS: High Feed Costs, Midwestern Drought Blamed

* S&P Doesn't Expect More California Muni Bankruptcies

* BOOK REVIEW: Performance Evaluation of Hedge Funds

                            *********

1701 COMMERCE: Oct. 16 Hearing on Exclusivity Extension
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on Oct. 16, 2012, at 1:30 p.m., to consider the
request to extend or limit the exclusivity period of 1701
Commerce, LLC.

On Sept. 28, 2012, creditors Presidio Hotel Fort Worth, LP, PHM
Services, Inc., Edward Delorme, and Sushil Patel, asked that the
Court determine that the Debtor's exclusivity has terminated; or
in the alternative, or enter an order terminating the exclusivity.

According to the Presidio Creditors, they are prepared to file a
plan which will pay all creditors in full and which will leave
millions of dollars for equity.  The plan would sell the hotel for
$49 million and leave the cash with the estate, well as the TOT
Proceeds, thereby resulting in consideration to all creditors and
equity holders of $51 million (or more).  Each class of creditors
and interest holders would be unimpaired.

The Debtor, in response to the Presidio Creditors' motion, stated
the order clearly and unambiguously extends the Debtor's
exclusivity until Nov. 24, 2012.  Additionally, according to the
Debtor, the terms of the Presidio Plan offers no benefit to the
Debtor's bankruptcy estate as it seeks to sell the property to
Presidio for $49 million -- $6 million less than an offer the
Debtor has received from an unrelated third-party.

As reported in the Troubled Company Reporter on Oct. 1, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the new owner of the bankrupt Sheraton Fort Worth
Hotel & Spa in Fort Worth, Texas, is flipping the property for
$55 million.  The price is enough to pay creditors in full with
money left over for the new owner, according to a court filing.
According to the Bloomberg report, the buyer is PHC Management
LLC, an affiliate of Prism Hotels & Resorts.

                        About 1701 Commerce

1701 Commerce LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also was the former operator of a
Shula's steakhouse at the Hotel.

1701 Commerce LLC was previously named Presidio Ft. Worth Hotel
LLC, but changed its name to 1701 Commerce LLC, prior to the
bankruptcy filing date to reduce and minimize any potential
confusion relating to an entity named Presidio Fort Worth Hotel
LP, an unrelated and unaffiliated partnership that was the former
owner of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The Law
Office of John P. Lewis, Jr., represents the Debtor.  The Debtor
disclosed $71,842,322 in assets and $44,936,697 in liabilities.


2646 SOUTH LOOP: 5th Cir. Dismisses Partner's Appeals
-----------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit tossed out an
appeal lodged by Yigal Bosch from the district court's dismissal
of his appeal of multiple orders issued by the U.S. Bankruptcy
Court for the Southern District of Texas in the bankruptcy case of
Mr. Bosch's company, 2646 South Loop West Limited Partnership.
The Fifth Circuit also rejected Mr. Bosch's appeal from the
district court's denial of a motion for reconsideration.

Mr. Bosch's appeal arises from the bankruptcy proceedings of 2646
South Loop West Limited Partnership and its three wholly owned
subsidiaries.  Mr. Bosch was the principal partner of 2646. After
the four entities filed individually for bankruptcy, the
bankruptcy court consolidated the cases on Oct. 14, 2009.  Over
the next two years, the bankruptcy court confirmed plans for
reorganization of 2646 and two of the subsidiaries, and dismissed
the bankruptcy case of the third subsidiary.

On July 8, 2011, Mr. Bosch filed a notice of appeal to the
district court appealing five of the bankruptcy court's orders: a
March 12, 2010 order modifying stay and providing for adequate
protection payments; a May 23, 2011 order confirming the joint
reorganization of two of 2646's subsidiaries; and three orders,
issued on June 27, 2011, approving the compensation and
reimbursement of expenses incurred by Sheiness, Scott, Grossman &
Cohn, L.L.P., a law firm which served as general counsel for the
three subsidiaries.

Mr. Bosch also challenged other bankruptcy court orders that were
not raised in his notice of appeal, including the court's
appointment of a trustee on July 22, 2009 and a Jan. 11, 2011
order approving an unsecured claim by a former tenant against
2646.  The district court dismissed Mr. Bosch's appeal on Nov. 28,
2011 and denied his motion for reconsideration on Jan. 27, 2012.

The Fifth Circuit held that the district court was correct in
dismissing Mr. Bosch's appeal of the bankruptcy court's orders and
denying reconsideration, either because the district court lacked
appellate jurisdiction or because it did not abuse its discretion.

The Fifth Circuit noted that pursuant to Rule 8002(a) of the
Federal Rules of Bankruptcy Procedure, a notice of appeal from the
bankruptcy court to the district court "shall be filed with the
clerk within 14 days of the date of the entry of the judgment,
order, or decree appealed from."  A district court lacks appellate
jurisdiction when a notice of appeal is not timely filed. Mr.
Bosch did not file his notice of appeal until July 8, 2011, which
was untimely with respect to the bankruptcy court's March 12, 2010
Order Modifying Stay and its May 23, 2011 Confirmation Order.
Similarly, the additional orders challenged by Mr. Bosch in his
Aug. 22, 2011 Appellant's Brief were issued more than 14 days
before Mr. Bosch filed his July 8, 2011 notice of appeal, with the
latest of those orders issued on Jan. 11, 2011.  Accordingly,
because it lacked jurisdiction, the district court properly
dismissed Bosch's appeal from the bankruptcy court with respect to
these orders.

The Fifth Circuit also held that Mr. Bosch has run afoul of Fed.
R. Bankr. P. 8006 because of his failure to prepare a proper
record with respect to the Fee Orders.

The case before the appeals court is, YIGAL BOSCH, Appellant, v.
FROST NATIONAL BANK; YB & SJ ENTERPRISES, INCORPORATED; MIDLAND
WESTERN BUILDING, L.L.C.; SHEINESS, SCOTT, GROSSMAN & COHN,
L.L.P.; BEIRNE, MAYNARD & PARSONS, L.L.P.; H. MILES COHN, Esq.;
TRENT L. ROSENTHAL, as the Former Chapter 11 Trustee of 2646 South
Loop West Limited Partnership; TRENT L. ROSENTHAL, P.L.L.C., as
the Former Chief Restructuring Manager of 201-209 East Mulberry,
L.L.C., Appellees, No. 12-20135 (5th Cir.).  A copy of the Fifth
Circuit's Oct. 10, 2012 decision is available at
http://is.gd/upi2xFfrom Leagle.com.

Houston-based 2646 South Loop West Limited Partnership and various
affiliates filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case
No. 09-34636) on July 2, 2009.  The affiliates are 201-209 East
Mulberry, L.L.C.; YB & SJ Enterprises, Incorporated; and Midland
Western Building, L.L.C.  Judge Marvin Isgur oversaw the case.
James Okoro Okorafor, Esq., at Okorafor & Mabaraho, served as the
Debtors' counsel.  In its petition, 2646 South Loop estimated $1
million to $10 million in assets and debts. The petition was
signed by Yigal I. Bosch, general partner of the Company.


400 EAST 51ST STREET: Files for Chapter 11 in Manhattan
-------------------------------------------------------
400 East 51st Street LLC filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-14196) on Oct. 9, 2012.  The Debtor, a Single
Asset Real Estate under 11 U.S.C. Sec. 101 (51B), owns property in
150 East 58th Street, New York.  Hanh V. Huynh, Esq., at Herrick,
Feinstein LLP, in New York, serves as counsel.  The Debtor
estimated assets and debts of at least $10 million.


ABB/CON-CISE OPTICAL: S&P Assigns 'B' Prelim. Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Coral Springs, Fla.-based ABB/Con-Cise
Optical Group LLC. The outlook is stable.

"At the same time, we assigned our preliminary 'B' issue rating,
the same as the corporate credit rating, to the proposed $155
million senior secured credit facilities. The preliminary recovery
rating on the senior secured credit facilities is '3', indicating
that lenders could expect meaningful (50% to 70%) recovery in the
event of a payment default or bankruptcy," S&P said.

The preliminary ratings are based on the proposed terms and are
subject to review upon receipt of final documentation. Pro forma
for the proposed transaction, total debt outstanding is about $116
million.

"The ratings on ABB/Con-Cise Optical Group LLC (ABB) reflect
Standard & Poor's assessment that the company has a 'weak'
business risk profile associated with its participation in the
highly competitive contact lens distribution industry; its lack of
product, supplier, and geographic diversity; low barriers to
entry; and the ability of customers to switch distributors fairly
easily. These factors result in highly competitive pricing and low
profit margins," said Standard & Poor's credit analyst Jerry
Phelan. "We believe the ongoing competitive threat posed by mass
merchants, large eye care chains, and online contact lens
companies will limit growth at ABB's core customer base,
independent eye care professionals."

"The business risk assessment also recognizes the company's
vulnerability to decisions made by the four major contact lens
suppliers that dominate the industry. More importantly, we assume
these suppliers will not reduce usage of distributors to sell
products to eye care professionals. Loss of business with any of
these suppliers could weaken ABB's credit quality," S&P said.

"In addition, the business risk assessment recognizes the modest
growth and stability of the industry, which should permit ABB to
sustain its profit levels; ABB's high market share, and the
potential to add customers and leverage its currently
underutilized distribution centers," S&P said.

Standard & Poor's view that ABB's financial risk profile is
"highly leveraged" reflects its modest free cash flow generation
after tax distributions, and aggressive financial policy,
notwithstanding pro forma credit metrics, including about 4.5x
leverage and a 16% ratio of funds from operations (FFO) to total
debt, that are currently better than levels typical for the
financial risk profile category, including leverage above 5x.

"The outlook is stable. We forecast the company will organically
grow profits at a mid-single-digit rate in 2013 due to industry
growth, addition of customers, and tight cost controls; generate
$5 million to $10 million of free cash flow after tax
distributions; and improve credit ratios modestly, including close
to 4x leverage and 18.5% FFO to total debt," S&P said.


ADVANCED COMPUTER: Reaches Deal With BBVA on Cash Use
-----------------------------------------------------
The Bankruptcy Court has approved a stipulation between Advanced
Computer Technology, Inc., and Banco Bilbao Vizcaya Argentaria on
the Debtor's access to cash collateral.

Banco Bilbao Vizcaya Argentaria agreed to not pursue any
unauthorized used of cash collateral and the Debtor, in exchange,
won't pursue any violation of the automatic stay under 11 U.S.C.
Sec. 362.  The parties agreed to consign the funds deposit in the
U.S. Bankruptcy Court.

Advanced Computer earlier filed an emergency motion for leave to
use Banco Bilbao's cash Collateral arising from the Debtor's
accounts receivable as well as $262,308 on deposit with the Court
of First Instance in Civil Number KCD2004-0604(603), to be able to
continue its operations.

The Debtor's total outstanding amount of principal owed on the
Credit Agreement with BBVA is $412,500.

According to papers filed with the Bankruptcy Court, BBVA is
adequately protected considering BBVA's excess collateral, the
pertinent portion of which is well maintained and in excellent
condition, with the insurance thereon being current.

BBVA will be receiving replacement liens in the generated accounts
receivable that will compensate or exceed those to be used.  On a
monthly basis, the Debtor will submit a report to BBVA as to the
accounts receivable collected and generated during the preceding
month and will pay BBVA $2,000 per month until the full payment of
the Debtor's debt to BBVA.

                      About Advanced Computer

San Juan, Puerto Rico-based Advanced Computer Technology, Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-04454) in
Old San Juan on June 6, 2012.  The Debtor, an information system
consulting firm, disclosed $10.34 million in assets and $6.176
million in liabilities in its schedules.  It said software and
licenses rights are worth $6.30 million.  The value of its 100%
ownership of Sprinter Solutions, Inc., is unknown.

Debtor's only shareholder is Investigacion Y Programas, S.A.
("IPSA").  Debtor's president is Jaime Romano and its secretary
and chief executive officer is Osvaldo Karuzic, none of whom hold
any shares in Debtor.

Bankruptcy Judge Brian K. Tester presides over the case.  Charles
Alfred Cuprill, PSC Law Office, serves as the Debtor's counsel.
The petition was signed by Osvaldo Karuzic, chief executive
officer.


AFA INVESTMENT: WARN Claimants Want Case Converted to Chapter 7
---------------------------------------------------------------
Former employees of AFA Investment, Inc., et al., ask the U.S.
Bankruptcy Court for the District of Delaware to convert the
Chapter 11 cases of AFA Investment, Inc., et al., to cases under
Chapter 7 of the Bankruptcy Code.

Postpetition, the Debtors fired 422 of their employees who worked
at plants located in Los Angeles and New York.  The former
employees assert an aggregate administrative expense claim against
the Debtors and non-debtor Yucaipa in excess of $4 million for
violation of federal and state WARN statutes.

According to the WARN Claimants, the Debtors and certain other
settling parties seek approval of a global settlement which:

   -- dictates the specific recoveries the settling parties will
      receive from the estates' remaining assets;

   -- purports to release, or deem released, all third party
      claims against the settling parties, including insiders; and

   -- dictates what recoveries other creditors will not receive.

The WARN Claimants add that absent a deal that includes resolution
of the WARN Claims, the prospect of confirming a plan after
approval of the settlement is illusory.

                         About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
The Company had five processing facilities and two ancillary
facilities across the country with annual processing capacity of
800 million pounds.  AFA had seven facilities capable of producing
800 million pound of ground beef annually.  Revenue in 2011 was
$958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings -- BLBT -- affected sales.

Judge Mary Walrath presides over the case.  Lawyers at Jones Day
and Pachulski Stang Ziehl & Jones LLP serve as the Debtors'
counsel.  FTI Consulting Inc. serves as financial advisors and
Imperial Capital LLC serves as marketing consultants.  Kurtzman
Carson Consultants LLC serves as noticing and claims agent.

As of Feb. 29, 2012, on a consolidated basis, the Debtors' books
and records reflected approximately $219 million in assets and
$197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Chapter 11 cases of AFA Investment Inc., AFA Foods and their
debtor-affiliates.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson &
Corroon LLP serves as co-counsel.  The Committee also obtained
approval to retain J.H. Cohn LLP as its financial advisor, nunc
pro tunc to April 13, 2012.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July.

Yucaipa, the owner and junior lender, has agreed to a settlement
that would generate cash for unsecured creditors under a
liquidating Chapter 11 plan.  Under the deal, Yucaipa will receive
$11.2 million from the $14 million, with the remainder earmarked
for unsecured creditors.  Asset recoveries above $14 million will
be split with Yucaipa receiving 90% and creditors 10%.  Proceeds
from lawsuits will be divided roughly 50-50.

In return, Yucaipa will receive release from claims and lawsuits
the creditors might otherwise bring.  An affiliate of Yucaipa has
a $71.6 million second lien and would claim the remaining assets
absent settlement.


AMERICAN AIRLINES: Has New Financing With Lower Interest Rate
-------------------------------------------------------------
American Airlines, Inc., its parent company, AMR Corporation, and
certain of AMR's other subsidiaries filed a motion with the United
States Bankruptcy Court for the Southern District of New York
requesting entry of an order authorizing American to, among other
things:

  (i) obtain postpetition financing in an amount of up to
      $1.5 billion secured on a first priority basis by, among
      other things, up to 41 Boeing 737-823 aircraft, 14 Boeing
      757-223 aircraft, one Boeing 767-323ER aircraft and 19
      Boeing 777-223ER aircraft as part of a new enhanced
      equipment trust certificate financing , and

(ii) use cash on hand (including proceeds of the New EETC) to
      indefeasibly repay the existing prepetition obligations
      secured by the Aircraft, as applicable, which are currently
      financed through, as the case may be, an EETC financing
      entered into by American in July 2009 (the "series 2009-1
      pass through certificates", a secured notes financing
      entered into by American in July 2009 "13.0% 2009-2 Senior
      Secured Notes" (CUSIP: 023771R75)) and an EETC financing
      entered into by American in October 2011 (the "Series 2011-2
      Pass Through Certificates" (CUSIP: 02377VAA0)), in each case
      without the payment of any make-whole amount or other
      premium or prepayment penalty.

Subject to, among other things, the entry of an order by the
Bankruptcy Court, American expects the New EETC structure to be
substantially similar to the structure of the Series 2011-2 Pass
Through Certificates, other than the economic terms (such as the
interest rate) and certain terms and conditions to be in effect
during its current Chapter 11 bankruptcy case.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. is arranging to save $200 million by
refinancing $1.32 billion in existing aircraft loans.  The parent
of American Airlines Inc. is currently paying interest between
8.625% and 13% on financings arranged in 2009 and 2011.

According to the report, if approved by the bankruptcy court at a
Nov. 30 hearing, AMR plans to repay the existing debt with new
financings comparable to the 4% to 4.75% interest rates other
major airlines recently negotiated.  For the new financing, AMR
intends to secure aircraft loans of $1.5 billion through what's
known as enhanced equipment trust certificates.

The report relates that proceeds from the new bonds will be used
to pay off existing debt.  AMR says it has no obligation to pay
so-called make-whole premiums that compensate existing lenders for
their loss of investments at rates above today's market.  AMR
works on the theory that bankruptcy automatically accelerated the
debt, kicking in a provision in the loan agreements where make-
whole payments aren't due in the event of default.  Make-whole
premiums will be required in the new financings.  AMR won't know
what interest rates it will pay until the new financings are
priced when the bankruptcy court in New York approves the
transactions.  AMR said it will complete the new financings only
if interest rates make the transactions worthwhile.

The report notes that holders of the existing debt will have an
opportunity to argue at the Nov. 30 hearing that they're entitled
to the make whole premiums because AMR decided early in the
bankruptcy to make payments required by the financings.  The chief
executive officer of American Eagle, AMR's regional airline
subsidiary, said in an interview he hopes his company will be spun
off after the parent emerges from bankruptcy.

The Bloomberg report discloses that AMR tried unsuccessfully
before bankruptcy to spin off American Eagle.

                      About American Airlines

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 Demonstrate at Ronald Reagan Airport
--------------------------------------------------------------
The Allied Pilots Association (APA) representing the 10,000 pilots
who fly for American Airlines scheduled a public picketing
demonstration signifying American Airlines' pilots determination
to secure a contract commensurate with their status as
professional aviators for a major U.S. carrier.  Members of the
APA Board of Directors, along with rank-and-file pilots from
American Airlines' Washington, D.C. base and other locations, were
expected to participate Oct. 11.

American Airlines management recently received bankruptcy court
approval to reject the APA-American Airlines Collective Bargaining
Agreement.  Management is now unilaterally implementing new terms
of employment that adversely affect pilots' working conditions,
compensation and retirement security.  APA believes management is
using Chapter 11 bankruptcy to extract far more value from the
pilots than what's needed to successfully restructure American
Airlines.

                      About American Airlines

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).


AOT BEDDING: S&P Retains 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Serta
International Holdco LLC.

"We have withdrawn our ratings on Serta International Holdco LLC
upon completion of the acquisition of a majority stake in AOT
Bedding Super Holdings LLC (B/Stable/--; existing parent to Serta)
by Advent International Corp. Following the close of this
transaction, Serta's first-lien and second-lien credit facilities
(National Bedding Co. LLC is the borrower) were repaid in full and
terminated," S&P said.

Upon the close of the transaction, AOT Bedding Super Holdings LLC
changed its name to Serta Simmons Holdings LLC.


ARCAPITA BANK: Enters Settlement with Standard Chartered
--------------------------------------------------------
Arcapita Bank B.S.C.(c), et al., ask the U.S. Bankruptcy Court for
the Southern District of New York to authorize and approve the
settlement by and between the Debtors, the Committee of Unsecured
Creditors, the Joint Provisional Liquidators of debtor Arcapita
Investment Holdings Limited and Standard Chartered Bank, which
resolves many of outstanding issues with SCB pertaining to its
rights in the affected collateral.

The hearing to consider the motion is scheduled for Oct. 19, 2012,
at 10:00 a.m.  Responses or objections, if any, to the motion must
be filed so as to be received no later than Oct. 17, 2012, at 3:00
p.m.

SCB is the Debtors' only material secured creditor under two
US$50,000,000 secured Shari'ah compliant murabaha facilities.
According to papers filed with the Bankruptcy Court, the Debtors
are "on the cusp of consummating two transactions that implicate
SCB?s collateral?namely, launch of the EuroLog IPO and entry into
a debtor-in-possession financing facility."

"Each of these transactions will provide enormous benefits to the
Debtors' estates; however, neither transaction can be consummated
without either securing SCB's consent or litigating with SCB
regarding SCB's rights in the affected collateral."

A summary of the key terms of the Settlement is available at:

http://bankrupt.com/misc/arcapita.doc559.pdf

"As a result of the Settlement, the Debtors will be able to move
forward with the EuroLog IPO without litigating myriad potential
disputes with SCB such as AEID II's right to sell its assets to
Listco without SCB's consent, the proposed allocation of value
among the EuroLog Subsidiaries, the holding structure of the
Listco reinvestment attributable to AEID Fund II, and the use of
proceeds from the sale of AEID II's assets.  In addition, SCB has
now agreed that the Debtors can use the proceeds of the EuroLog
IPO for other purposes (instead of keeping the cash trapped at
AEID II, which SCB had argued the Debtors were required to do as a
result of the share pledge of AEID II's stock), thereby reducing
the Debtors' need to draw on any debtor-in-possession financing
facility.  Moreover, the Settlement secures SCB's agreement not to
object to any Approved DIP Financing.  Significantly, SCB has
agreed that proceeds from Arcapita LT's subsidiaries other than
the Pledged Subsidiary Debtors can be used to pay any obligations
arising under any Approved DIP Financing.  This is a material
benefit to the Debtors' estates because it both eliminates a
potential obstacle to debtor-in-possession financing and saves
estate resources that would otherwise be spent litigating with
SCB."

"All of these benefits come at relatively little, if any, cost to
the Debtors' estates.  Although the Debtors have agreed to pay the
SCB Expenses and SCB's Adequate Protection Claim, these are
amounts that SCB is arguably entitled to receive anyway in
accordance with the SCB Facilities.  To the extent SCB is not so
entitled pursuant to the SCB Facilities, the Committee's right to
challenge SCB's rights to more than 50% of the Adequate
Protection Claim is preserved.  Similarly, because the Debtors
believe SCB is over-secured, granting SCB administrative expense
claims in exchange for the use of proceeds that would otherwise be
its collateral is the equivalent of giving away ice in winter--SCB
is going to be paid in full one way or the other.  The remaining
provisions of the Settlement essentially preserve the status quo
between the parties and allow the Debtors to take steps to
maximize the value of their assets for the benefit of all
constituencies.  Considering the relative positions of the
parties and the substantial costs involved in proceeding with
litigation, the proposed settlement is well "within the bounds of
reasonableness," In re Purofied Down Prods. Corp., 150 B.R. 519,
523 (S.D.N.Y. 1993), and certainly, does not "fall[] below the
lowest point in the range of reasonableness," In re W.T. Grant
Co., 699 F.2d at 608 (internal citations and quotations omitted).

As reported in the TCR on Oct. 9, 2012, SCB said that 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."  According to SCB, despite the Debtors' statements
to the Court that the proposed Silver Point DIP Facility would not
prime the SCB's positions, this is exactly what the Senior Claims
and the Senior Security do.

SCB also objected to the "single-draw" provision under the
Commitment Letter and to the provision 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.

                            Exclusivity

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Arcapita Bank BSC achieved mixed results at a hearing
Oct. 9 in U.S. Bankruptcy Court in New York.  The Bahraini
investment bank disclosed a settlement with the secured lender
designed to simplify the process of obtaining $150 million in
financing for the Chapter 11 process begun in March.  Over
opposition from creditors, the bankruptcy judge gave Arcapita an
extension until Dec. 14 of the exclusive right to propose a
Chapter 11 reorganization plan.

According to the report, although Arcapita pledged to file a plan
by the new deadline, creditors opposed, seeing no reason a plan
couldn't be filed sooner.  The creditors' committee also opposed
paying a commitment fee to Silver Point Finance LLC before the
lender commits to provide $150 million in financing for the
reorganization.  U.S. Bankruptcy Judge Sean Lane said at Oct. 9
hearing that he had "some grave concerns about what the estate is
really getting."

The report relates that Arcapita elected to postpone Tuesday's
hearing on the commitment fee until Oct. 12, saying the hearing
could be delayed yet again.  Arcapita's only significant secured
debt is $96.7 million owing to Standard Chartered Bank.  The bank
was in a position to complicate if not defeat the effort to obtain
the $150 million loan.  On Oct. 9, Arcapita filed papers for court
approval of a settlement with London-based Standard Chartered.

                        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: Hearing on Silver Point Financing Today
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has adjourned the hearing to consider the motion of Arcapita Bank
B.S.C.(c), et al., to enter into a financing commitment letter
with Silver Point Finance, LLC, and to incur the related fees,
expenses and indemnities, originally scheduled on Oct. 9, 2012, at
2:00 p.m., has been adjourned to Oct. 12, 2012, at 11:00 a.m.

As reported in the Oct. 2, 2012 edition of the TCR, Arcapita Bank
has arranged up to $150 million of Shari'ah compliant financing
from Silver Point Finance LLC.  The Debtors intend to pay Silver
Point a $2.25 million commitment fee.  The fee won't be paid until
Silver Point waives the right to perform further investigation and
secures approval from its own credit committee.  Arcapita has the
right to accept an unsolicited financing proposal from another
lender.  Silver Point would be paid a $1.25 million breakup fee if
a deal with another lender is reached.  The proposed Silver Point
loan is to bear interest at 10.5 percentage points higher than the
London interbank offered rate.

The Official Committee of Unsecured Creditors and shareholder
Standard Chartered Bank have conveyed objections to the proposed
financing.  The Committee points out that the commitment papers
unfairly impose significant obligations on the Debtors while
Silver Point remains uncommitted to providing financing.

Arcapita Bank responded to the objections.

"In a perfect world where the Debtors dictated all terms, the
Debtors would condition allowance of Silver Point's fees and
expenses on the satisfaction of Silver Point's diligence.  But to
date, no party - absolutely none - has committed to make such
funds available on any such better or more relaxed terms, or even
committed themselves to do the detailed diligence necessary to get
to definitive documentation," according to Arcapita.

"The Debtors believe, in their business judgment, that the
Commitment Letter, although far from perfect, evidences a
commitment on the part of Silver Point to extend arm's length
financing to the Debtors on terms that are within the range of
reasonableness.  Indeed, it remains the best available commitment
towards a debtor in possession financing."

                        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.




ATP OIL: Solvency Claimed Even With Bonds Below 20 Cents
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ATP Oil & Gas Corp. might have an official committee
to represent shareholders after conclusion of an Oct. 18 hearing.

According to the report, nine shareholders wrote to the bankruptcy
judge requesting an official equity committee.  Strategic
Turnaround Equity Partners LP (Cayman) filed a formal motion
Oct. 9 asking for a shareholders' committee where ATP would pay
professional fees.  Strategic Turnaround said ATP is solvent, or
at least not "hopelessly insolvent."  As evidence, it pointed to
ATP's formal bankruptcy lists showing assets of $3.25 billion and
liabilities of $2.79 billion.  The shareholder said that the
amounts represent book value, which may differ from market value.

The report relates that the argument for solvency is belied by
ATP's second-lien notes, which are trading for less than 20% of
face value.

ATP was given final approval in September for $250 million in
new borrowing power as part of a financing that converts about
$365 million in pre-bankruptcy secured debt into a post bankruptcy
obligation.  The new financing is being provided by some of the
same lenders owed $365 million on a first-lien loan where Credit
Suisse AG serves as agent.  There is $1.5 billion on second-lien
notes with Bank of New York Mellon Trust Co. as agent.  The new
loan comes in ahead of the existing second-lien debt.

The second-lien notes last traded Oct. 9 for 18.375 cents on the
dollar, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The bonds have declined
37.5% since the day of the Chapter 11 filing.

                           About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor
and Jefferies & Company is the investment banker.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.


ATP OIL: Files Schedules of Assets and Liabilities
--------------------------------------------------
ATP Oil & Gas Corporation filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------            -----------       -----------
  A. Real Property                        $0
  B. Personal Property        $3,249,576,978
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $2,032,708,051
  E. Creditors Holding
     Unsecured Priority
     Claims                                              $9,921
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $246,113,473
                                 -----------        -----------
        TOTAL                  $3,249,576,978    $2,278,831,445

A full text copy of the schedules of assets and liabilities is
available free at http://bankrupt.com/misc/ATP_OIL_sal.pdf

                         About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor
and Jefferies & Company is the investment banker.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.


ATP OIL: Hires Slattery Marino as Regulatory Counsel
----------------------------------------------------
ATP Oil & Gas Corporation asks the U.S. Bankruptcy Court for
permission to employ Slattery, Marino & Roberts as special
counsel, nunc pro tunc to Aug. 27, 2012.

Slattery Marino's proposed retention is for the limited, special
purpose of providing the Debtor with advice and consultation
regarding:

   (i) the regulatory agencies and related regulatory matters,

  (ii) specific Louisiana legal issues related to same and related
       to oil and gas operations in the Gulf of Mexico, and

(iii) daily oil and gas/business issues.

The firm will also assist the Debtor's other professionals in
areas for which it has institutional knowledge and experience.

Paul J. Goodwine, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Slattery Marino's hourly billing rates for bankruptcy work range
from $350 to $575 for attorneys and $200 to $300 for paralegals.

The firm's professionals who are expected to have primary
responsibility for providing services to the Debtor, and their
hourly rates, are:

     Professionals                    Hourly Rate
     -------------                    -----------
     Anthony C. Marino                  $575
     Paul J. Goodwine                   $550
     Herman E. Garner                   $500
     Kathleen L. Doody                  $400
     Holly O. Thompson                  $350
     Taylor P. Mouledoux                $350

A hearing on the Debtor's application is set for Oct. 25, 2012, at
1:30 p.m., at U.S. Bankruptcy Court in Houston.

                           About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor
and Jefferies & Company is the investment banker.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.


ATP OIL: Committee Hires Porter Hedges as Local Co-Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of ATP Oil & Gas
Corporation asks the U.S. Bankruptcy Court for permission to
retain Porter Hedges LLP as local co-counsel.

PH will represent the Committee as local co-counsel with the firm
of Milbank, Tweed, Hadley & McCloy, LLP.

The firm will:

(a) assist, advise and represent the Committee in its
    consultations regarding the administration of this case;

(b) assist, advise and represent the Committee in investigating
    the acts, conduct, assets, liabilities and financial condition
    of the Debtor, the operation of the Debtor's business and the
    desirability of the continuance of such business, and any
    other matters relevant to this case or the formulation of a
    plan; and

(c) assist, advise and represent the Committee in analyzing the
    Debtor's assets and liabilities, investigating the extent and
    validity of liens and contested matters.

The firm's hourly rates are:

    Professional                     Rates
    ------------                     -----
    Partners                      $395 to $650
    Of Counsel                    $410 to $435
    Associates/Staff Attorneys    $210 to $400
    Paralegals/Law Clerks         $130 to $210

The firm's James Matthew Vaughn attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

A hearing on the Committee's application is set for Oct. 25, 2012
at 1:30 p.m.

                           About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor
and Jefferies & Company is the investment banker.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.


ATP OIL: Court Approves Blackhill Employment, Latimer as CRO
------------------------------------------------------------
ATP Oil & Gas Corporation sought and obtained approval from the
U.S. Bankruptcy Court to employ Blackhill Partners, LLC, and
designate James R. Latimer, III as chief restructuring officer to
the Debtor.

Blackhill Partners' compensation package consists of:

  a. Fee Retainer: $75,000

  b. Expense Retainer: $25,000

  c. Professional Fees: no more than $125,000 will be paid in a
     given month; any fees incurred in excess of the Fee Cap will
     be paid in a subsequent month where the Fee Cap has not been
     met:

       i. Latimer's Rate: $550 per hour

      ii. Blackhill's managing directors and executive advisory
          team members: $400 to $475 per hour

     iii. Blackhill's vice presidents and senior staff members:
          $250 to $400 per hour

  d. Success Fee: $250,000 in the event that a Plan is confirmed
     and effective.

All compensation for services rendered and reimbursement for
expenses incurred during the Chapter 11 case will be paid after
further application to and order of the Court.

                           About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor
and Jefferies & Company is the investment banker.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.


AUDIO VISUAL SERVICES: Moody's Assigns 'B2' Corp. Family Rating
---------------------------------------------------------------
Moody's Investor Service has assigned a B2 Corporate Family Rating
("CFR") to Audio Visual Services Group, Inc. ("AVSG"), dba PSAV
Presentation Services. Concurrently, a B1 rating was assigned to
AVSG's proposed first lien credit facility and a Caa1 rating was
assigned to a new second lien term loan. The ratings outlook is
stable. Proceeds from the term loans, along with $65 million in
new preferred equity and $46 million of new common equity, will be
used to fund AVSG's $270 million acquisition of competitor Swank
Holdings, Inc ("Swank"), refinance AVSG's existing debt, and pay
fees and expenses.

The following ratings (and Loss Given Default assessments) were
assigned to Audio Visual Services Group, Inc.:

- Corporate Family Rating, B2

- Probability of Default Rating, B2

- Proposed $40 million first lien revolver due 2017, B1 (LGD3,
   35%)

- Proposed $340 million first lien term loan due 2018, B1 (LGD3,
   35%)

- Proposed $115 million second lien term loan due 2019, Caa1
   (LGD5, 87%)

All ratings are subject to Moody's review of final documentation.

Ratings Rationale

The B2 CFR reflects pro forma financial leverage (debt / EBITDA)
of approximately 5.5 times at June 30, 2012, which is before
consideration of planned merger-related cost synergies and based
on Moody's standard adjustments. Moody's expects financial
leverage to fall below 5 times by the end of 2012 from organic
revenue and earnings growth, driven by strong demand for business
travel. In applying Moody's standard adjustments to the financial
statements, the $65 million of preferred stock has been allocated
100% debt / 0% equity treatment.

"PSAV and Swank's same hotel sales tend to correlate with the U.S.
lodging industry's RevPAR trends, and we expect RevPAR to grow 4-
7% over the next 12-18 months" stated Moody's analyst Suzanne
Wingo. "But with such significant exposure to business travel, we
also expect revenues to decline with the next economic downturn in
the US".

Some revenue concentration exists with large hotel chains,
although the combined company's significant market share and
national footprint reduce the risk of losing an entire chain's
business. Both companies are onsite at customer locations and have
reported high contract renewal rates historically. However,
renewals typically require upfront spending on incentives and
audio visual equipment, the timing of which can be lumpy depending
on the waterfall of contract expirations. Over the next year,
Moody's expects AVSG to generate at least $20 million of free cash
flow and maintain an adequate liquidity profile.

The stable outlook anticipates that AVSG will successfully
integrate PSAV and Swank, despite the cultural risks inherent in
the acquisition of a fairly large competitor. The outlook also
reflects Moody's expectation that AVSG will sustain market share
and grow revenues in line with RevPAR over the next 12-18 months,
while improving margins through the realization of planned cost
synergies. The ratings could be downgraded if liquidity
deteriorates, revenue underperforms RevPAR, or debt is added to
the balance sheet such that debt / EBITDA is expected to be
sustained above 5 times. Conversely, the ratings could be upgraded
if AVSG materially reduces debt such that financial leverage and
free cash flow to debt can be sustained below 4 times and above
8%, respectively, in a downturn.

The principal methodology used in rating Audio Visual Services
Group, Inc. was the Global Business & Consumer Service Industry
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.

California-based Audio Visual Services Group, Inc. (AVSG),
operating under the brand name PSAV Presentation Services, is a
leading provider of on-site audio visual services to the North
American hotel industry. AVSG is a portfolio company of Kelso &
Company. Pro forma for the Swank acquisition, Moody's expects 2012
revenue of approximately $1 billion.


AVENTINE RENEWABLE: Voluntarily Deregisters Common Stock
--------------------------------------------------------
Aventine Renewable Energy Holdings, Inc., filed a Form 15 with the
U.S. Securities and Exchange Commission to deregister its common
stock and to notify the SEC of the automatic suspension of its
reporting obligations under the Securities and Exchange Act of
1934, as amended.  The Form 15, filed on Oct. 4, 2012, will be the
Company's last filing with the SEC.  As a result, the common stock
of the Company will no longer be eligible for quotation on the OTC
Bulletin Board.

The Company's board of directors considered a number of factors in
making this decision, including, the dramatically increased costs,
both direct and indirect, associated with the preparation and
filing of the Company's periodic reports with the SEC, the fewer
than 300 registered stockholders, and the lack of analyst coverage
and minimal liquidity for the Company's common stock.

Aventine was not able to file its quarterly report on Form 10-Q
for the period ended June 30, 2012, saying it was busy with its
restructuring plans within the last few months.

"As a result of a downtown in industry-wide margins, the Company
was not in compliance with certain debt covenants under its
revolving credit agreement and term loan agreement and was
undergoing negotiations with its lenders to refinance or
restructure that debt to provide greater liquidity for the
Company, at the time the Company was required to file its
quarterly report on Form 10-Q for the quarterly period ended
June 30, 2012," the Company said in a regulatory filing.

The Company does not intend to file the Form 10-Q with the SEC.

Aventine anticipates that its common stock may be quoted on the
Pink Sheets following the Form 15 filing and anticipated delisting
from OTC Bulletin Board, to the extent market makers commit to
make a market in the Company's shares.  However, the Company can
provide no assurance that trading in its common stock will
continue.

                        Amends Q1 Form 10-Q

Aventine filed an amendment to its quarterly report on Form 10-Q
for the period ended March 31, 2012, to correct a calculation
error in the amount disclosed for both the basic and diluted
weighted-average number of common and common equivalent shares
outstanding as well as both the basic and diluted loss per common
share amounts.  These errors occurred in the Company's Condensed
Consolidated Statement of Operations as well as in Note 3 of the
Notes to the Condensed Consolidated Financial Statements.  The
calculation error resulted in the amount disclosed for both the
basic and diluted weighted-average number of common and common
equivalent shares outstanding to be overstated by approximately
1.1 million shares, thus causing both the basic and diluted loss
per common share amounts to be understated by approximately
($0.29) for the three months ended March 31, 2012.

The calculation error had no impact on the Company's Condensed
Consolidated Balance Sheets, Condensed Consolidated Statements of
Cash Flows or any disclosures included in the Notes to the
Condensed Consolidated Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of
Operations.

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

                        http://is.gd/ppVdqt

                      About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(OTC BB: AVRW) -- http://www.aventinerei.com/-- markets and
distributes ethanol to many of the leading energy companies in the
U.S.  In addition to producing ethanol, its facilities also
produce several by-products, such as distillers grain, corn gluten
meal and feed, corn germ and grain distillers dried yeast, which
generate revenue and allow the Company to help offset a
significant portion of its corn costs.

The Company and all of its direct and indirect subsidiaries
filed for Chapter 11 (Bankr. D. Del. Lead Case No. 09-11214) on
April 7, 2009.  The Debtors filed their First Amended Joint Plan
of Reorganization under Chapter 11 of the Bankruptcy Code on
Jan. 13, 201.  The Plan was confirmed by order entered by the
Bankruptcy Court on Feb. 24, 2010, and became effective on
March 15, 2010.

The Company reported a net loss of $43.39 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.46 million
for the ten months ended Dec. 31, 2010.

The Company's balance sheet at March 31, 2012, showed
$384.90 million in total assets, $248.91 million in total
liabilities and $135.98 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on Aug. 1, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Aventine Renewable
Energy Holdings Inc. to 'SD' from 'CC'.  "The rating action
follows the waiver of a scheduled interest payment on July 31,
2012.  Although Aventine received a debt forbearance with lenders
and lenders will not consider a missed interest payment to be an
event of default, this constitutes a default under our criteria,"
S&P said.

The TCR reported on Oct. 10, 2012, that Standard & Poor's Ratings
Services withdrew its 'SD' corporate credit rating on U.S. ethanol
producer Aventine Renewable Energy Holdings Inc.  "We also
withdrew our ratings on the company's debt.  We withdrew all the
ratings at the company's request," S&P said.

In the Aug. 8, 2012, edition of the TCR, Moody's Investors Service
lowered Aventine Renewable Energy Holdings Inc.'s Corporate Family
Rating (CFR) to Ca from Caa3 and Probability of Default Rating to
Ca/LD from Caa3.  The CFR downgrade and Ca/LD probability of
default rating reflect Moody's understanding that Aventine did not
make its scheduled July 31, 2012, term loan interest payment.


AVX CORPORATION: Has Deal for Clean-Up of Bedford Site
-----------------------------------------------------
AVX Corporation reported that it has reached a financial
settlement with respect to the EPA's ongoing clean up of the New
Bedford Superfund site in New Bedford, Massachusetts.

AVX's involvement in this site arose from the operations of an
alleged legal predecessor, Aerovox Corporation, which produced
liquid filled capacitors adjacent to the harbor from the late
1930s through the early 1970s.  Subsequent owners of the facility
are dissolved or in bankruptcy.  AVX itself never produced this
type of capacitor, nor does it do so today.

Following legal action brought in 1983, AVX reached a settlement
agreement with the United States and the Commonwealth of
Massachusetts with respect to their claims relating to harbor
clean up and alleged natural resource damages in 1992.  That
agreement was contained in a Consent Decree whereby AVX paid $72
million, including interest, toward the harbor clean up and
natural resource damages.  That agreement included reopener
provisions allowing the EPA to institute new proceedings against
AVX, including the right to seek to have AVX perform or pay for
additional clean up under certain circumstances.

On April 18, 2012, EPA issued to AVX a Unilateral Administrative
Order directing AVX to perform the remainder of the harbor clean
up, invoking the clean up reopeners described above.

After settlement negotiations, including mediation, between the
parties, the current agreement with the EPA and the Commonwealth
of Massachusetts was reached whereby AVX will pay $366.25 million,
plus interest, in three installments over a two-year period for
use by EPA and the Commonwealth to complete clean up of the
harbor, and the EPA will withdraw the Unilateral Administrative
Order.

The recent agreement is contained in a Supplemental Consent Decree
that modifies certain provisions of the 1992 Consent Decree,
including elimination of the governments' right to invoke the
clean up reopeners in the future.  EPA has filed the Supplemental
Consent Decree in the United States District Court for the
District of Massachusetts.  A 30-day public comment period is
planned.  The settlement requires approval by the United States
District Court before becoming final.

Headquartered in Greenville, South Carolina, AVX --
http://www.avx.com/-- is a leading manufacturer and supplier of a
broad line of passive electronic components and related products.


BANKUNITED NA: Moody's Assigns 'D+' BFSR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned first time ratings to
BankUnited, NA. The bank was assigned a Baa3 rating for long-term
deposits and other senior obligations, a Prime-3 rating for short-
term obligations, and a D+ standalone bank financial strength
rating (BFSR), which translates into a baseline credit assessment
of baa3. The rating outlook is stable.

Ratings Rationale

BankUnited's ratings are supported by its healthy financial
fundamentals. These include a robust and predictable earnings
stream that results from its well-structured 2009 FDIC-assisted
acquisition of the failed Florida thrift that operated under the
same name. In addition, its capital and liquidity are strong.
Indeed, Moody's notes that BankUnited's financial metrics are
superior to those of similarly-rated US banks.

Nonetheless, the ratings also recognize the significant challenges
associated with BankUnited's transformation from a thrift into a
commercial bank that operates both in Florida and, prospectively,
in the highly competitive New York City market. Specifically,
Moody's believes that the rapid growth in BankUnited's new loan
portfolio poses risks to creditors.

Yet, despite this unusually rapid growth, an investment grade
deposit rating was assigned for several reasons. One, FDIC-related
earnings, which represent the difference between BankUnited's fair
value of the assets it acquired in the 2009 transaction and their
ultimate realizable value, remains substantial. Two, BankUnited's
management team is seasoned with particular experience in New York
City's commercial banking market. Finally, the bank has made
meaningful investments in its risk infrastructure in order to
support its growth.

Notwithstanding these attributes, upward ratings pressure is not
likely to arise until the pace of BankUnited's growth slows
significantly and its franchise matures. That is a long-term
endeavor, in Moody's view.

On the other hand, negative ratings pressure could result from
signs of material asset quality weakness in BankUnited's newer
loan portfolios. As well, any material missteps in the bank's
expansion would be viewed negatively.

The principal methodology used in these ratings was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.


BI-LO LLC: Moody's Affirms 'B2' Corp. Family Rating
---------------------------------------------------
Moody's Investors Service affirmed BI-LO, LLC's (BI-LO) B2
Corporate Family and Probability of Default ratings. Additionally,
Moody's affirmed the B3 rating of the company's existing $285
million senior secured notes due 2019 and assigned a B3 rating to
the new add-on $140 million senior secured notes due 2019.
Proceeds will be used to fund a cash distribution to the financial
sponsor Lone Star. The rating outlook is stable.

"Proforma for the transaction, 2012 cash distributions to Lone
Star total $305 million and are primarily funded through debt,
which is credit negative", Moody's Senior Analyst Mickey Chadha
stated. "However, the company continues to execute well, and the
integration of Winn-Dixie is proceeding as planned resulting in
improved operating performance of the combined company and
sufficient cushion for the incremental debt within the B2 rating
category," Chadha further stated.

Ratings affirmed:

Corporate Family Rating at B2

Probability of Default Rating at B2

Ratings affirmed and point estimates updated:

$285 million senior secured notes maturing 2019 at B3 (LGD 5, 76%)

Ratings assigned:

New $140 million add-on senior secured notes maturing 2019 at B3
(LGD 5, 76%)

RATING RATIONALE

The B2 Corporate Family Rating reflects the company's aggressive
financial policy and high leverage. The ratings also continue to
reflect the execution and integration risks associated with the
Winn-Dixie acquisition while acknowledging the improvement in
operating performance of the acquired Winn-Dixie store base. The
ratings are supported by the company's good franchise position in
a market well penetrated by competitors, the improved scale and
geographic footprint resulting from the acquisition and its good
liquidity.

The rating outlook is stable and incorporates the expectation that
margins and same store sales for the Winn-Dixie store base will
continue to improve as its operations are integrated into BI-LO
resulting in improved profitability and credit metrics for the
combined company in the near to medium term.

Ratings improvement is not likely in the near term given the
company's aggressive financial policies and the execution and
integration risks associated with the Winn-Dixie acquisition.
Ratings could be upgraded over the medium term if the company
demonstrates the ability and willingness to achieve and maintain
debt to EBITDA approaching 4.5 times and EBITA to interest
approaching 2.25 times, liquidity remains good and financial
policies are benign.

Ratings could be downgraded if the company's cash flow and
liquidity declines, same store sales growth and operating margins
deteriorate or financial policies become more aggressive such that
debt to EBITDA is sustained above 5.5 times or EBITA to interest
is sustained below 1.5 times.

The principal methodology used in rating BI-LO, LLC 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.

BI-LO, LLC ("BI-LO") is headquartered in Jacksonville, Florida and
is owned by private equity firm Lone Star. The company operates
has 687 supermarkets in eight states concentrated in the
Southeastern U.S. and has about $10 billion in revenues.


BI-LO LLC: S&P Affirms 'B' CCR on Good Operating Trends
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit rating, on the Jacksonville, Fla.-based-
BI-LO LLC. The outlook is stable. "We are also affirming the 'B-'
issue level rating and '5' recovery rating on the company's senior
secured note issuance due 2019, to which the company is looking to
add an additional $140 million. $285 million is currently
outstanding. The '5' recovery rating indicates our expectation of
modest (10% to 30%) recovery of principal in the event of
default," S&P said.

"The rating reflects better operating trends at BI-LO LLC and
Winn-Dixie Stores Inc. than we expected," said Standard & Poor's
credit analyst Charles Pinson-Rose. "These trends have resulted in
credit metrics that are similar to those earlier in the year,
despite the higher debt."

"The stable outlook incorporates our expectation that the company
will improve credit metrics, with profit growth for the remainder
of the year. We would consider a higher rating if management
successfully implements its strategic operational initiatives at
Winn-Dixie while BI-LO continues with is positive operating
trends, and the combined company improves debt leverage to the
mid-4x area and FFO to debt to approximately 18%. This could occur
in 2013, if the company meets our 2012 expectations and grows
EBITDA by roughly 8% and reduces debt by about $120 million.
However, we currently view the company's financial policy as 'very
aggressive,' given its private ownership. Consideration for a
higher rating will likely require a reassessment of the company's
financial policy as well as expectations for sustained improvement
in credit protection measures," S&P said.

"Conversely, we would consider a lower rating if debt leverage
rises to the mid-6x area, which could occur with a 25% decline of
EBITDA from our forecasted levels. This could in turn occur with
only 2% sales growth and about 60 basis points of EBITDA margin
contraction at the combined company," S&P said.


BLITZ USA: Mediator Taps Sanders Warren as Neutral Evaluator
------------------------------------------------------------
Kevin Gross, solely in his capacity as Court-appointed mediator,
asks the U.S. Bankruptcy Court for the District of Delaware for
permission to retain Sanders, Warren & Russel, LLP, as neutral
evaluator in connection with mediation regarding plan-related
matters in the Chapter 11 cases of Blitz U.S.A., et al.

Sanders Warren will, among other things:

   -- provide the mediator with a general evaluation as to the
      strength and weaknesses of the various product liability
      claims against the Debtors; and

   -- not interpret the relevant insurance policies or address any
      coverage issues that may exist with respect to the product
      liability litigation at issue.

Sanders Warren will bill for the matter on a hourly basis, with
the total fees and expenses for the engagement being capped at
$150,000.

The hourly rates of the primary attorneys and other staffs
expected to work on the case are:

         William Sanders                    $475
         Roger Warren                       $475
         Junior Partners                    $375
         Legal Assistants                   $175

                           The Mediation

As reported in the Troubled Company Reporter on Sept. 11, 2012,
the Debtors and the Official Committee of Unsecured Creditors
requested for the referral of the matter to mediation and appoint
a mediator to assist the parties in resolving certain issues and
impediments relating to a formulation and confirmation of a
Chapter 11 Plan.

The parties attending the mediation are: (i) the Debtors; (ii) the
Committee; (iii) BOKF, NA, doing business as Bank of Oklahoma, as
agent for the Debtors' pre- and post-petition lenders; (iv)
counsel to plaintiffs having filed product liability suits or
claims against the Debtors; (v) Wal-Mart; (vi) Kinderhook Capital
Fund II, L.P; (vii) Crestwood Holdings, Inc.; and (viii) the
insurers under each of the Debtors' commercial liability policies,
including, but not limited to (a) CNA, AXIS and affiliate
insurers; (b) Liberty Surplus Insurance Corporation and Liberty
International Underwriters, Inc., (c) Old republic Insurance
Company; (d) ACE American Insurance Company; (e) Hartford Fire
Insurance Company; (f) Risk Specialists Company of KY, Inc.,
Chartis Specialty Insurance Company, Lexington Insurance Company,
AIU and certain other subsidiaries of Chartis Inc.  A
representative of the Office of the U.S. Trustee may also attend
the mediation conference.

                        About Blitz U.S.A.

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans.  The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011.  The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  The
Debtors tapped Zolfo Cooper, LLC, as restructuring advisor; and
Kurtzman Carson Consultants LLC serves as notice and claims agent.
SSG Capital Advisors LLC serves as investment banker.

Lowenstein Sandler PC from Roseland, New Jersey, represents the
Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma.  Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.

In April 2012, Hopkins Manufacturing Corp. acquired the assets of
Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil
drains, drain pans, lifting aids and automotive ramps.  Blitz USA
said in court documents the sale netted the Debtors $14.6 million,
which was applied against secured debt.

Blitz announced in June it would abandon its efforts to reorganize
and instead to shut down operations by the end of July.


CITIGROUP INC: Fitch Affirms Preferred Stock at Low-B
-----------------------------------------------------
Fitch Ratings has affirmed the ratings of Citigroup Inc. (Citi),
including the company's 'A/F1' Issuer Default Ratings (IDRs) and
'a-'Viability Rating (VR).  The Rating Outlook is Stable.

The rating action on Citi was taken in conjunction with Fitch's
Global Trading and Universal Bank (GTUB) periodic review.  Fitch's
outlook for the industry is stable on balance.  The positive
rating drivers include improved liquidity, funding, capitalization
and more streamlined businesses, all partly driven by regulation.
Offsetting these positive drivers are substantial earnings
pressure, regulatory uncertainty and heightened legal and
operational risk.

RATING ACTION AND RATIONALE

Citi's 'a-' VR continues to reflect both Citi's fundamental
strengths and remaining challenges.  Citi's strengths include its
diverse revenue mix, conservative liquidity management and
improved capital position.  Challenges include a still sizeable
level of non-performing loans and non-core assets, as well as
modest levels of profitability as measured by core return on
assets.

Non-core assets totaled $191 billion at June 30, 2012 or
approximately 10% of assets, down considerably from 34% of assets
in early 2009.  However, the non-core assets housed in Citi
Holdings continue to be a drag on overall profitability, as well
as asset quality ratios.  Citi Holdings loans comprise 20% of
total Citigroup loans, but over 60% of nonaccrual assets.  That
said, reserve coverage of the Citi Holdings loan portfolio remains
appropriate at 9.6% at quarter-end.  The ratings incorporate an
expectation of a slowing runoff to the remaining assets in Citi
Holdings, now comprised primarily of loans in North America.

The current VR factors in Fitch core capital levels at or above
the current levels, and continued progress in meeting Basel III
capital ratios (including the proposed SIFI buffer).  Fitch views
strong capitalization as necessary given remaining balances of
non-core assets and non-performing loans.  The current VR also
reflects the continued generation of operating profitability and a
gradual reduction of remaining non-core assets managed by Citi
Holdings.

Regulatory and legal issues appear relatively manageable, but Citi
and its peers face financial challenges due to consumer banking
regulatory changes in the U.S., new capital markets regulations
such as the Volcker Rule and implementation of Basel III capital
and liquidity standards.  Fitch believes Citi will be able to
comfortably meet new regulatory requirements, but recognizes that
new regulations could affect revenue generation capacity
particularly in capital markets activities and U.S. consumer
operations.  Citi's diverse international franchise enhances its
financial resiliency.

RATING DRIVERS AND SENSITIVITIES - VR, IDRS & SENIOR DEBT

The VR could be positively affected if Citigroup significantly
improves operating performance as measured by operating return on
assets (ROA).  This improvement could be achieved if performance
of core operations is maintained, while the drag on performance
from non-core operating diminishes over time.

Reductions in current economic, financial, and regulatory
uncertainties would be contributing factors to any upward momentum
in the VR.  Other positive drivers include sizeable reductions in
remaining non-core assets and non-performing loan levels, while
maintaining conservative liquidity and capitalization.  Fitch
views upward momentum in ratings as limited over the near term
though given the various headwinds facing Citi and the industry.

Downward pressure on the VR would result from a material loss,
reduction in capital ratios or significant deterioration in
liquidity levels.  Likewise, any unforeseen outsized fines,
settlements or other charges could also have adverse rating
implications.  Fitch considered Morgan Stanley's purchase of an
additional 14% of the Morgan Stanley Smith Barney from Citi to be
a modest net positive for Citi.  The transaction resulted in a
moderately higher accounting charge in 3Q'12 results than Fitch
expectations, but remained a rating neutral event.

RATING DRIVERS AND SENSITIVITIES - SUPPORT RATING AND SUPPORT
RATING FLOOR

Citi's current 'A' Long-term IDR is above its 'a-' VR, reflecting
the fact that Citi's IDR benefits from support.  The '1' Support
Rating, and 'A' Support Rating Floor for Citi, factors in
government support in the event of need for Citi and other U.S. G-
SIFIs.  At Citi's current VR, the firm's Long-term IDR would be
affected by a change in the support rating floor.

Fitch's rating action continues to embody a view of support in
Citi's IDRs and other U.S. Global Systemically Important Financial
Institutions (G-SIFIs) over the near-to-intermediate term.  This
viewpoint was broadly discussed in Fitch's special report titled
'U.S. Banks - Sovereign Support: When Does it End' dated Dec. 15,
2011. Fitch could reassess its support ratings for U.S. G-SIFIs if
global market conditions normalize and resolution regimes become
more harmonized across international jurisdictions.

While Fitch believes the policy goal is to no longer provide full
support to systemically important banks, this is progressing at an
uneven pace globally.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

Subordinated debt and other hybrid securities issued by Citi and
by various issuing vehicles are all notched down from Citi's or
its bank subsidiaries' VR in accordance with Fitch's assessment of
each instrument's respective nonperformance and relative loss
severity risk profiles.  Their ratings are all primarily sensitive
to any changes in the VRs of Citi or its subsidiaries.

HOLDING COMPANY RATING DRIVERS AND SENSIVITIES

Citi's IDR and VR are equalized with those of its operating
companies and banks reflecting its role as the bank holding
company, which is mandated in the U.S. to act as a source of
strength for its bank subsidiaries. It has modest double leverage
of 108% at 2Q12.

SUBSIDIARY AND AFFILIATED COMPANY RATING DRIVERS AND SENSITIVITIES

The IDRs of Citi's major rated operating subsidiaries are
equalized with Citi's IDR reflecting Fitch's view that these
entities are core to Citi's business strategy and financial
profile.

Citigroup is one of the leading banking institutions in the world
with by far the largest international banking franchise among U.S.
peers.  Early in 2009, a strategic shift was announced which split
Citi into two major operating units: Citicorp to manage core
operations (regional consumer banking and the institutional
clients group), and Citi Holdings to manage and dispose of non-
core assets.

Fitch affirms the following ratings:

Citigroup Inc.

  -- Long-term Issuer Default Rating (IDR) at 'A' with a Stable
     Outlook;
  -- Senior unsecured at 'A';
  -- Subordinated at 'BBB+';
  -- Preferred at 'BB';
  -- Short-term IDR at 'F1';
  -- Support at '1';
  -- Support floor at 'A';
  -- Viability Rating at 'a-'.

Citibank, N.A.

  -- Long-term IDR at 'A' with a Stable Outlook;
  -- Long term deposits at 'A+';
  -- Short-term IDR at 'F1';
  -- Short-term deposits at 'F1';
  -- Support at '1';
  -- Support Floor at 'A';
  -- Viability Rating at 'a-';
  -- Long-term FDIC guaranteed debt at 'AAA'.

Citibank Banamex USA

  -- Long-term IDR at 'A';
  -- Subordinated at 'BBB+';
  -- Long-term deposits at 'A+';
  -- Short-term IDR at 'F1';
  -- Short-term deposits at 'F1';
  -- Viability Rating at 'a-';
  -- Support at '1';
  -- Support Floor at 'A'.

Citigroup Funding Inc.

  -- Long-term IDR at 'A';
  -- Senior unsecured at 'A';
  -- Short-term IDR at 'F1';
  -- Short-term debt at 'F1';
  -- Market linked securities at 'A emr';
  -- Long-term FDIC guaranteed debt at 'AAA'.

Citigroup Global Markets Holdings Inc.

  -- Long-term IDR at 'A';
  -- Senior unsecured at 'A';
  -- Short-term IDR at 'F1';
  -- Short-term debt at 'F1'.

Citigroup Global Markets, Inc.

  -- Senior Secured at 'A';
  -- Short-term debt at 'F1'.

Citigroup Derivatives Services LLC.

  -- Long-term IDR at 'A';
  -- Short-term IDR at 'F1';
  -- Support at '1'.

Citibank Canada

  -- Long-term IDR at 'A';
  -- Long-term deposits at 'A'.

Citibank Japan Ltd.

  -- Long-term IDR at 'A';
  -- Short-term IDR at 'F1';
  -- Long-term IDR (local currency) at 'A';
  -- Short-term IDR (local currency) at 'F1';
  -- Support at '1'.

CitiFinancial Europe plc

  -- Long-term IDR at 'A';
  -- Senior unsecured at 'A';
  -- Senior shelf at 'A';
  -- Subordinated at 'BBB+'.

Citibank International PLC

  -- Long-term IDR at 'A';
  -- Short-term IDR at 'F1';
  -- Support affirmed at '1'.

Commercial Credit Company

  -- Senior unsecured at 'A'.

Associates Corporation of North America

  -- Senior unsecured at 'A'.

Egg Banking plc

  -- Subordinated at 'BBB+'.

Citigroup Capital III, VII, VIII, IX, X, XIII, XIV, XV, XVI, XVII,
XVIII,and XX

  -- Trust preferred at 'BB+'.

Adam Capital Trust III, Adam Statutory Trust III, IV, V

  -- Trust preferred at 'BB+'.

  -- Preferred equity at 'BB+'.


CLARE OAKS: CliftonLarsonAllen Okaye for Additional Services
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
entered an amended order authorizing Clare Oaks to employ
CliftonLarsonAllen LLP as accountants.

The bankruptcy judge approved the original engagement letters with
CLA and the supplemental engagement letter.  The order also
provides that CLA, as accountants, will perform services effective
retroactively to Dec. 5, 2011.

The Debtor is authorized to pay CLA up to a total of
$129,500 ($64,500 in connection with the services described in the
original engagement letters, plus an additional $65,000 in
connection with the services described in the supplemental
engagement letters).

As reported in the TCR on Oct. 8, 2012, the Debtor requested that
the Court authorize CLA to provide the additional services and to
authorize the Debtor to pay CLA up to an additional $65,000 in
connection with the services as invoices are presented in respect
of CLA's delivery and the Debtor's acceptance of each component of
work product, all compensation still remaining subject to further
Court review and order.

The Debtor stated that since entry of the employment order, the
Debtor requires additional accounting services from CLA, namely:
(i) an audit of the Debtor's balance sheets as of June 30, 2011,
and June 30, 2012, and the related statements of activities and
changes in net assets and cash flows for the years then ended; and
(ii) assistance in preparing Medicaid and Medicare cost reports
for the fiscal year ended June 30, 2012.

According to the Debtor, it will compensate CLA on an hourly basis
and reimburse CLA for out of pocket expenses.  The names and
hourly rates of the CLA partners and employees who are expected to
work on the proposed new matters, are consistent with the rate
schedules in the original engagement letters, except (a) Debbie
Elsey's hourly rate is now $385 instead of $380; (b) the addition
of Ashley Ritter as a senior/audit senior; and (c) the range of
audit staff rates is now $125 to $175 instead of $130 to $175.

The hourly rates of these professionals are:

     Chad Kunze, partner                            $295
     Tim Richter, report review/ audit in-charge    $175
     Ashley Ritter, senior/ audit senior            $160
     Debbie Elsey, technical review                 $385
     Chris Piche, quality review                    $385
     Various Audit Staff                        $125 to $175
     Client Service Assistants                   $80 to $105

CLA provided fee estimates in the supplemental engagement letters
for the additional accounting services to be provided, which total
$65,000: (a) $5,000 ($2,500 per report) to complete the Medicaid
and Medicare cost reports for the fiscal year ended June 30,
2012, plus expenses; and (b) $60,000 ($30,000 per audit year) to
complete an audit of the Debtor's balance sheets as of June 30,
2011 and June 30, 2012 and related financial statements.

                         About Clare Oaks

Clare Oaks, an Illinois not-for-profit corporation organized under
section 501(c)(3) of the Internal Revenue Code, operates a
namesake continuing care retirement community in Bartlett,
Illinois.  Its members are the Sisters of St. Joseph of the Third
Order of St. Francis, a Roman Catholic religious institute, who
are elected and serving as the members of the Central Board of the
Congregation.  Clare Oaks is managed by CRSA/LCS Management LLC,
an affiliate of Life Care Services LLC.

Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-48903) on Dec. 5, 2011.  Judge Pamela S. Hollis presides
over the case.  David R. Doyle, Esq., George R. Mesires, Esq., and
Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago,
serve as the Debtor's counsel.  North Shores Consulting serves as
the Debtor's operations consultant.  Continuum Development
Services and Alvarez & Marsal Healthcare Industry Group LLC serve
as advisors.  Alvarez & Marsal's Paul Rundell serves as the Chief
Restructuring Officer.  Sheila King Marketing + Public Relations
serves as communications advisors.  CliftonLarsonAllen is the
Debtor's accountants.  B.C. Ziegler and Company is the Debtor's
proposed investment banker and financial advisor.  In its
petition, Clare Oaks estimated $100 million to $500 million in
assets and debts.  The petition was signed by Michael D. Hovde,
Jr., president.

Attorneys at Neal Wolf & Associates, LLC, represent the Official
Committee of Unsecured Creditors as counsel.

Wells Fargo, as master trustee and bond trustee, is represented by
Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin
Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq.,
and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson &
Towbin LLC.  Sovereign Bank, the letters of credit issuer, is
represented by John R. Weiss, Esq., at Duane Morris LLP.  Senior
Care Development LLC, the DIP Lender, is represented by William S.
Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen &
Snyder LLP.

The Debtor intends to sell its Clare Oaks Campus to ER Propco Co,
LLC aka Evergreen for $16,000,000, subject to higher and better
offers.

The Debtor's Plan provides that bondholders are settling aside
some cash that could pay as much as 2.7% on $1.9 million in
unsecured debt.  For a projected 45% recovery, bondholders will
receive $40 million in new second-lien bonds that will pay
interest only at 4% for 15 years.  The Plan is scheduled for
confirmation on Oct. 25, 2012.

The report notes that emergence from Chapter 11 will be financed
by a $12 million first-lien secured loan provided by some of the
bondholders.


CLEAR CHANNEL: Bank Debt Traded at 18% Off Last Week
----------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 81.82 cents-on-the-dollar during the week ended Friday, Oct. 5,
a drop of 1.12 percentage points from the previous week according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  The Company pays 365 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 30, 2016, and carries Moody's 'Caa1' rating and Standard &
Poor's 'CCC+' rating.  The loan is one of the biggest gainers and
losers among 201 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                        About Clear Channel

San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc.  CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers.  The Company's businesses
include radio and outdoor displays.

For the six months ended June 30, 2012, the Company reported a net
loss attributable to the Company of $182.65 million on
$2.96 billion of revenue.  Clear Channel reported a net loss of
$302.09 million on $6.16 billion of revenue in 2011, compared with
a net loss of $479.08 million on $5.86 billion of revenue in 2010.
The Company had a net loss of $4.03 billion on $5.55 billion of
revenue in 2009.

The Company's balance sheet at June 30, 2012, showed
$16.45 billion in total assets, $24.31 billion in total
liabilities, and a $7.86 billion total share holders deficit.

                         Bankruptcy Warning

At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.  The Company said in its quarterly
report for the period ended March 31, 2012, that its ability to
restructure or refinance the debt will depend on the condition of
the capital markets and the Company's financial condition at that
time.  Any refinancing of the Company's debt could be at higher
interest rates and increase debt service obligations and may
require the Company and its subsidiaries to comply with more
onerous covenants, which could further restrict the Company's
business operations.  The terms of existing or future debt
instruments may restrict the Company from adopting some of these
alternatives.  These alternative measures may not be successful
and may not permit the Company or its subsidiaries to meet
scheduled debt service obligations.  If the Company and its
subsidiaries cannot make scheduled payments on indebtedness, the
Company or its subsidiaries, as applicable, will be in default
under one or more of the debt agreements and, as a result the
Company could be forced into bankruptcy or liquidation.

                           *     *     *

The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary.  The Rating Outlook is Stable.

Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2014 and 2016;
the considerable and growing interest burden that pressures free
cash flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue.  The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.


COLLEGE BOOK RENTAL: Part Owner Wants Case Venue Moved to Kentucky
------------------------------------------------------------------
Sarah and Charles A. Jones ask the Bankruptcy Court in Nashville,
Tenn., to either dismiss the involuntary Chapter 11 bankruptcy
petition filed against College Book Rental Company LLC, saying the
Nashville Court "lacks venue over the case"; or transfer venue of
the case to the U.S. Bankruptcy Court for the Western District of
Kentucky, Paducah Division.

The Joneses argued that CBR has not maintained a domicile,
residence, principal place of business or its principal assets in
the Middle District of Tennessee.  CBR, they said, is a Wyoming
entity whose principal place of business and assets are located in
Calloway County, Kentucky, which is located in the Western
District of Kentucky, Paducah division.

Charles A. Jones holds an indirect 50% ownership interest in CBR.
Sarah Jones executed a guaranty of one debt that CBR owes to a
creditor.

According to the Joneses, David Griffin, one of the petitioning
creditors, is the holder of the other indirect 50% ownership
interest in CBR.  Messrs. Jones and Griffin have been engaged in
litigation regarding control of CBR since early this year.

Another petitioning creditor, John Whittman, is an officer and
employee of CBR.  The Joneses said Mr. Whittman has been paid in
full in the ordinary course of business all amounts owed to him by
CBR.  According to the Joneses, Mr. Whittman's purported debt of
$158.72 "was obviously manufactured so that Whittman could join as
a petitioning creditor."

The Joneses also said John Farris, the principal of Commonwealth
Economics, is employed by or retained by Mr. Griffin.  The Joneses
alleged the purported debt of Commonwealth Economics was disputed
by CBR more than a year ago, and prior to becoming one of the
petitioning creditors, Commonwealth had made no effort to collect
the alleged debt.

A hearing on the Joneses' request is set for Oct. 16 at 9:00 a.m.
in Nashville.

The Joneses are represented by:

         Glenn B. Rose, Esq.
         HARWELL HOWARD HYNE GABBER & MANNER P.C.
         333 Commerce Street, Suite 1500
         Nashville, TN 37201
         Tel: (615) 256-0500
         Fax: (615) 251-1059
         E-mail: gbr@h3gm.com

Four creditors filed an involuntary Chapter 11 bankruptcy petition
against Murray, Kentucky-based College Book Rental Company, LLC
(Bankr. M.D. Ky. Case No. 12-09130) in Nashville on Oct. 4, 2012.
Bankruptcy Judge Marian F. Harrison oversees the case.  The
petitioning creditors are represented by Joseph A. Kelly, Esq., at
Frost Brown Todd LLC.  The petitioning creditors are David
Griffin, allegedly owed $15 million for money loaned; Commonwealth
Economics, allegedly owed $15,000 for unpaid services provided;
John Wittman, allegedly owed $158 for unpaid services provided;
and CTI Communications, allegedly owed $21,793 for unpaid services
provided.


CONNAUGHT GROUP: Judge Approves Ch. 11 Plan After $22MM Sale
------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Connaught Group Ltd.
can begin closing out its Chapter 11 case after a New York
bankruptcy judge confirmed a plan Wednesday that will see what's
left of the Debtor liquidated following an April deal to sell its
assets for $22 million.

U.S. Bankruptcy Judge Stuart M. Bernstein confirmed Connaught's
Chapter 11 liquidation plan after giving his blessing to the
company's disclosure statement July 30, which allowed it to begin
soliciting votes on the plan and hold hearings on confirmation
Sept. 25, according to Bankruptcy Law360.

                       About Connaught Group

The Connaught Group, Ltd. and four of its affiliates, Limited
Editions for Her of Nevada LLC; Limited Editions for Her of
Branson LLC; Limited Editions for Her LLC; and WDR Retail Corp.
filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y.
Lead Case No. 12-10512) on Feb. 9, 2012.

New York-based Connaught Group designs and has manufactured high-
end women's wear and then sells the finished clothing through an
innovative sales system outside the normal retail chain originally
created in 1981 by the Debtors' founder and iconic designer,
William D. Rondina.  The Company's sales are made primarily
through independent contractors who sell the clothing to their own
clients in private showings.  Through the Wardrobe Consultants,
the Debtors are able to offer the personalized service and
attention to detail absent from the conventional shopping
experience.  As of the Petition Date, the Debtors are affiliated
with more than 1,300 Wardrobe Consultants.  The Debtors also
operate 10 outlet stores throughout the country, but the Debtors
primarily only sell last season's clothing and other merchandise
to be liquidated at these stores.

A non-debtor Canadian subsidiary, The Connaught Group ULC, sells
the Debtors' clothing in eight outlet stores in Canada.  Three of
the Canadian stores are leased by The Connaught Group, Ltd.

Judge Stuart M. Bernstein presides over the case.  David L.
Barrack, Esq., Paul Jacobs, Esq., and Warren J. Nimetz, Esq., at
Fulbright & Jaworski L.L.P., serve as the Debtors' counsel.  Maury
Satin at Zygote Associates serves as the CRO.  Richter Consulting
acts as financial advisor and Consensus Advisory Services and
Consensus Securities LLC serve as financial advisors, consultants
and investment bankers.  Kurtzman Carson Consultants LLC serves as
administrative agent, and claims and noticing agent.

JPMorgan Chase is represented in the case by Andrew C. Gold, Esq.,
at Herrick, Feinstein LL.  Citibank is represented by Boris I.
Mankovetskiy, Esq., at Sills Cummis & Gross P.C.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler, PC.

The Connaught Group disclosed $50,644,694 in assets and
$61,303,340 in liabilities.  Limited Editions for Her LLC
disclosed $3,339,174 in assets and $15,888,714 in liabilities.
Limited Editions for Her of Nevada LLC disclosed $979,926 in
assets and $12,395,949 in liabilities.  Limited Editions for Her
of Branson LLC listed $3,339,174 in assets and $15,888,714 in
liabilities.  WDR Retail Corp. disclosed $0 in assets and
$12,395,949 in liabilities.  Connaught Group Limited was the 100%
shareholder of each of LEFH Nevada, LEFH Branson, LEFH, and WDR.

Connaught Group filed a Chapter 11 plan in June that could pay
unsecured creditors 55% or more.  The disclosure statement, up for
approval at a July 17 hearing, stated that the recovery for
unsecured creditors will range between 21% and 55%.  The recovery
could be higher still if lawsuits are victorious.  Unsecured
claims range from $17.5 million to $20 million, according to the
disclosure statement.


CUNNINGHAM LINDSEY: Moody's Assigns 'B1' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service has assigned a B1 corporate family
rating (CFR) and a B1 probability of default rating to Cunningham
Lindsey Group Limited.  The rating agency also assigned ratings to
the credit facilities to be issued in connection with the
company's proposed recapitalization. Valued at approximately $934
million, the recapitalization is being undertaken by private
equity firm CVC Capital Partners (CVC) together with current
shareholders, Stone Point Capital (Stone Point) and Fairfax
Financial Holdings (Fairfax), new investor Allied World Financial
Services Ltd. and management and employees. The transaction is
expected to close by the end of November, subject to closing
conditions and customary regulatory approvals.

The proposed financing arrangement includes a $395 million first
lien term loan and a $140 million revolving credit facility ($65
million expected to be drawn at closing), both rated Ba3, and a
$125 million second lien term loan (rated B3), all to be issued by
Cunningham Lindsey Group Limited. Net proceeds will be used to
repay existing debt of $223 million, to purchase a portion of the
equity held by Stone Point and Fairfax, and to pay related fees
and expenses. The rating outlook for Cunningham Lindsey is stable.

Ratings Rationale

"Cunningham Lindsey's ratings reflect its strong global market
position in loss adjusting and claims management services, as well
as its solid EBITDA margins over the past several years," said
Enrico Leo, Moody's lead analyst for Cunningham Lindsey. "While
financial leverage will be elevated following the
recapitalization, we expect credit metrics for the company to
improve over the next year."

Cunningham Lindsey benefits from its expertise in loss adjusting
services, global customer base, and broad geographic
diversification. With its worldwide network, the company can
manage claims across multiple jurisdictions for global insurers
and self-insured entities -- an offering that few competitors can
match. These strengths are tempered by the proposed increase in
financial leverage, historically modest earnings coverage and by
the uncertainty around long term capital targets given the
company's majority ownership by private equity firms who tend to
favor high levels of debt in the capital structure. Additionally,
the rating agency expects that Cunningham Lindsey will continue to
pursue a combination of organic growth and acquisitions. Moody's
notes that the acquisition strategy carries integration and
contingent risks (e.g., exposure to errors and omissions).

Based on Moody's estimates, which incorporate the senior secured
debt facilities from CVC, Cunningham Lindsey's adjusted debt-to-
EBITDA ratio will be in the range of 5x-5.5x following the
recapitalization. The rating agency views such leverage as
aggressive for the rating category and expects it to drop below 5x
over the next 12-18 months.

Factors that could lead to an upgrade of Cunningham Lindsey's
ratings include: (i) adjusted (EBITDA - capex) coverage of
interest exceeding 3.0x, (ii) adjusted free-cash-flow-to-debt
ratio exceeding 8%, and (iii) adjusted debt-to-EBITDA ratio below
4.0x.

Factors that could lead to a rating downgrade include: (i)
adjusted (EBITDA - capex) coverage of interest below 1.5x, (ii)
adjusted free-cash-flow-to-debt ratio below 5%, or (iii) adjusted
debt-to-EBITDA ratio remaining above 5.0x.

Moody's has assigned the following ratings (and loss given default
(LGD) assessments):

Corporate family rating B1;

Probability of default rating B1;

$140 million first-lien revolving credit facility Ba3 (LGD3, 36%);

$395 million first-lien term loan Ba3 (LGD3, 36%);

$125 million second lien term loan B3 (LGD5, 86%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers and Service Companies
published in February 2012.

Based in Tampa, FL, Cunningham Lindsey is a leading provider of
independent loss adjusting and claim management services
worldwide. In addition to its core loss adjusting services,
Cunningham Lindsey provides loss adjusting, claims management, and
valuation and related services. Cunningham Lindsey generated total
revenues of $884 million and net income of $44 million in 2011
based on consolidated GAAP financial statements.


CUTTER YACHT: Property Declared as "Single Asset Real Estate"
-------------------------------------------------------------
Bankruptcy Judge David E. Rice in Baltimore signed off on a
stipulation and consent order that declared Cutter Yacht Basin,
LLC's Chapter 11 case as a single asset real estate.

The stipulation is between the Debtor and its secured lender,
First Mariner Bank.  The stipulation provides that the Debtor's
Property constitutes "single asset real estate" as defined in Sec.
101(51B) of the Bankruptcy Code, and First Mariner, as a secured
creditor, shall be afforded all rights under Bankruptcy Code Sec.
362(d)(3).  Nothing in the stipulation shall be deemed an
admission by the Debtor or First Mariner as to the value of the
Property.

Cutter Yacht Basin owns and operates a tenant-occupied property
generally known as 1900 Old Eastern Avenue, Baltimore, Maryland.
Cutter Yacht Basin, among others, is indebted to First Mariner
under and in connection with:

     (i) a $1,670,000 commercial loan, as evidenced by, among
         other things, a $1,670,000.00 Commercial Note, dated
         March 14, 2001, as modified, amended or restated by,
         among other things, an Amendment and Restatement of
         Promissory Note, dated Jan. 31, 2003; and

    (ii) a $130,000 commercial line of credit, as evidenced by,
         among other things, a Promissory Note, dated Dec. 16,
         2005, as modified, amended or restated from time to time.

The First Mariner debt under the Commercial Loan is secured by,
among other things, a first-priority duly perfected deed of trust
lien in, to and against the Property.  The debt under the
Commercial Line of Credit is secured by, among other things, a
second-priority duly perfected deed of trust lien in, to and
against the Property.

The Debtor has not yet filed a plan of reorganization.

A copy of the Stipulation dated Oct. 9, 2012, is available at
http://is.gd/uN7e7Sfrom Leagle.com.

Cutter Yacht Basin, LLC, filed for Chapter 11 bankruptcy (Bankr.
D. Md. Case No. 12-22777) on July 10, 2012.  The Law Offices of
Michael G. Rinn -- mrinn@rinn-law.com -- serves as the Debtor's
counsel.  In its petition, the Debtor estimated $1 million to $10
million in assets and debts. The petition was signed by Gary E.
Rosenberger, managing member.

First Mariner Bank is represented in the case by Shannon J.
Posner, Esq., and Pat Gill, Esq. -- sjposner@posner-law.com and
pgill@posner-law.com -- of the Law Offices of Shannon J. Posner,
P.A., in Sparks, Maryland.


DAVE & BUSTER'S: S&P Affirms 'B-' Corp. Credit Rating; Outlook Pos
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Dallas-
based restaurant and out-of-home entertainment company Dave &
Buster's Inc., including the 'B-' corporate credit rating. "At the
same time, we removed all ratings from CreditWatch, where they
were placed with positive implications on Sept. 28, 2012. The
outlook is positive," S&P said.

"The ratings on Dave & Buster's Inc. reflect our expectations that
credit measures over the next 12 months will improve, but remain
consistent with a 'highly leveraged' financial risk profile under
our criteria," said Standard & Poor's credit analyst Andy Sookram.
"We expect leverage to decline slightly on earnings improvement,
but we think the company's cash flow coverage ratios will remain
thin because of still high debt levels, while it maintains
adequate liquidity. The financial risk profile also incorporates
the company's very aggressive financial policy, influenced by its
private equity ownership. We view Dave & Buster's business risk
profile as 'weak' under our criteria because its small-size
operations make it more susceptible to swings in commodity costs
and consumer spending," S&P said.

The positive outlook on Dave & Buster's incorporates our
expectation that positive sales trends and earnings growth over
the next year will result in credit measures that are in line with
a one-notch higher rating. In our forecast for the next 12 months,
modest cost pressures will be offset by same-store sales growth of
5% and benefits from new store openings, leading to EBITDA margins
of about 22% and leverage of slightly under 6x. We also see FFO
to debt increasing slightly, to around 14%, albeit still at thin
levels. In our ratings assumptions, we do not foresee material
dividends. We think that if the company can execute its IPO and
use the proceeds to reduce debt, an upgrade could occur earlier
than we anticipate," S&P said.

"We could revise the outlook to stable if further improvement in
credit protection is not likely, possibly as a result of cost
inflation that offsets the benefits from new store openings, or if
competition heightens and  leads to meaningful promotional
activities. These factors could result in EBITDA margins of
slightly under 21% and leverage in the mid-6x area on a sustained
basis. We could also revise the outlook to stable following debt-
financed shareholder initiatives," S&P said.


DELPHI CORP: Court Enters Final Decree Closing 5 Cases
------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York entered a final decree and order in August
2012 closing the Chapter 11 cases of another set of five debtor
affiliates of DPH Holdings Corp.:

  Closing Debtor                                 Case No.
  --------------                                 --------
  ASEC Manufacturing General Partnership         05-44482
  ASEC Sales General Partnership                 05-44484
  Delphi Automotive Systems (Holding), Inc.      05-44596
  Delphi Automotive Systems Overseas Corp.       05-44593
  Delphi Automotive Systems Services LLC         05-44632

The ASEC Entities have a Catoosa, Oklahoma petition address,
while the other three Delphi Automotive Entities have a Troy,
Michigan petition address.

The Bankruptcy Court retains jurisdiction to enforce and
interpret its own orders pertaining to the Closing Debtors.

The Reorganized Debtors will continue to pay applicable U.S.
Trustee fees, including interest if any, on account of all of the
Chapter 11 cases of the Debtors, including the Closing Debtors,
when such fees become due and payable.

The Court previously issued final decrees closing the Chapter 11
cases of about 30 debtor affiliates in 2010 and 2011.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became
effective.  A Master Disposition Agreement executed among Delphi
Corporation, Motors Liquidation Company, General Motors Company,
GM Components Holdings LLC, and DIP Holdco 3, LLC, divides
Delphi's business among three separate parties -- DPH Holdings
LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.

Bankruptcy Creditors' Service, Inc., publishes DELPHI BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


DELPHI CORP: PBGC Snobbed Non-Binding Mediation
-----------------------------------------------
Thomas Gnau of The Dayton Daily News reported that after engaging
in seven weeks of talk, attorneys for the Pension Benefit Guaranty
Corp. rejected on Sept. 26, 2012, the suggestion of non-binding
mediation with Delphi salaried retirees who have been suing to
have their full pensions restored.

The rejection came after the PBGC initially appeared open to the
idea when Delphi retirees first raised the proposal in early
August, The Dayton Daily News quoted Chuck Cunningham, legal
liaison for the Delphi Salaried Retirees Association, as saying.

In July 2009, Delphi surrendered its pension obligations to the
PBGC.  PBGC then followed a complex formula to determine the
amount of pensions to pay.  That would have resulted in lower
pension payments, Dayton Daily News noted, but General Motors
agreed to "top off" pensions for retirees represented by unions.

While Delphi retirees represented by the United Auto Workers and
other unions received their full pensions, salaried Delphi
retirees have seen their pensions cut by 30-40% or more.

In September 2009, the DSRA sued the PBGC in a Michigan federal
court in a bid to restore their pensions.  Mr. Cunningham said
the DSRA has already filed a unilateral request for mediation
with U.S. District Judge Arthur Tarnow, The Dayton Daily News
related in a Sept. 26 report.

Ohio Republican Rep. Mike Turner said he was disappointed on
hearing about the PBGC rejection, The Daily Caller related in a
separate report.  The non-binding mediation would have been an
opportunity to settle the matter out of court.

The Daily Caller added that PBGC spokesman Marc Hopkins said the
pension regulator isn't opposed to a mediation but can't provide
the remedy the Delphi retirees are asking -- to be paid more than
the guarantee limits set by Congress.  PBGC said, according to
the news source, it continues to talk to Delphi retirees' lawyers
on other issues including ongoing discovery in the case.

              Emails Reflect U.S. Treasury Involvement,
                 Transaction Records Sought Anew

Internal government emails obtained by news site The Daily Caller
in August 2012 seem to reflect that the U.S. Treasury Department,
led by Timothy Geithner -- and not the independent PBGC -- was the
driving force behind the termination of pensions for 20,000 Delphi
salaried retirees.

The Delphi pension termination, according to an Aug. 7, 2012
report from The Daily Caller, appears to have been made solely
because those Delphi retirees were not members of labor unions.

To this development, Rep. Mike Turner asserted that the recently
uncovered internal e-mails deserve a new probe, The Dayton Daily
News related in an Aug. 8, 2012 article.

Michigan Rep. Dave Camp also called for the turnover of all
emails and other documents from the Treasury Department, the
PBGC, the White House, and the Departments of Labor and Commerce
connected to the decision to terminate Delphi salaried retirees
pension, The Detroit News related in an Aug. 15, 2012 report.
"Delphi employees deserve answers as to why their pension
benefits were terminated, while some of their co-workers were
not," the news source quoted Rep. Camp as saying.

A bipartisan support for such document requests emerged,
according to an Aug. 15 report by The Daily Caller's Matthew
Boyle.  He noted that in the second week of August 2012, about 12
lawmakers wrote to House oversight committee Chairman Rep.
Darrell Issa and Senate Homeland Security and Governmental
Affairs Committee Chairman Sen. Joe Lieberman asking them to dig
deeper into the issue.

The Daily Caller added that Ohio Democratic Sen. Sherrod Brown
has since indicated his support for such an investigation, and
Ohio Democratic Rep. Tim Ryan also wrote his own letters asking
PBGC director Josh Gotbaum and Mr. Geithner to release the Delphi
documents.

              Rep. Camp Convinced U.S. Treasury
               Had Role in Delphi Pension Case

In early October 2012, the Office of Rep. Camp disclosed that
with respect to the Delphi-related document requests sent out on
Aug. 13, 2012, the PBGC provided a nearly complete response; U.S.
Treasury provided an incomplete response; and the White House
provided no documents but claim Treasury was responding on its
behalf.  The documents produced reached more than 5,000 pages.

Upon review of the documents, Rep. Camp released an official
statement on Oct. 3, 2012, noting that:

   "Treasury was clearly in the center of the decision to
   terminate the pensions of Delphi's salaried workers.  Instead
   of selectively releasing some documents and withholding
   others, Treasury should release all documents without further
   delay and give these hardworking Americans answers as to why
   Treasury believed they were not entitled to their full
   pensions.  I have serious concerns about this [Obama]
   Administration picking winners and losers in Delphi's
   bankruptcy."

Rep. Camp went on to illustrate a timeline of events that signify
Treasury officials' involvement in the Delphi pension termination.
A copy of Rep. Camp's statement, including the event timeline, is
available at:

http://camp.house.gov/news/documentsingle.aspx?DocumentID=310416

The Office of Rep. Camp is giving the White House and the U.S.
Treasury until October 12 to turn over all materials.  Rep. Camp
cited the President's promise to run the most "transparent and
open" Administration ever.

Rep. Camp is the chairman of the House Ways and Means Committee.

                           Next Trial

A trial in the Delphi retirees' case versus PBGC is set to be
convened no later than November 2012, according to The Detroit
News.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became
effective.  A Master Disposition Agreement executed among Delphi
Corporation, Motors Liquidation Company, General Motors Company,
GM Components Holdings LLC, and DIP Holdco 3, LLC, divides
Delphi's business among three separate parties -- DPH Holdings
LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.

Bankruptcy Creditors' Service, Inc., publishes DELPHI BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


DELPHI CORP: Reorganized Debtors Strike Deal With U.S. Customs
--------------------------------------------------------------
Reorganized Delphi entered into a compromise with the United
States Customs and Border Protection to compromise the allowance
of Administrative Expense Claim No. 19275.  The Claim was filed on
July 15, 2009, for $5.8 million.

In turn, the Debtors asserted that the Claimant owes them $680,950
on account of refunds arising prior to the Petition Date and
$643,187 in refunds arising after the Petition Date.

In March 2010, the Debtors objected to the Claim under their 46th
Omnibus Claims Objection.  The Claimant responded in April 2010.

In August 2012, the Reorganized Debtors filed a statement with the
Court asserting that they reviewed information related to the
Claim and that they continue to dispute the amount asserted.

The Reorganized Debtors believe that all amounts relating to the
Claim have been paid in full, yet certain amounts may remain
unliquidated according to the Claimant's books and records.

Accordingly, to resolve their dispute, the parties stipulated that
the ultimate allowed amount of the Claim will be determined
through the agreement of the parties, but in no event will the
Allowed Amount of the Claim exceed $4,378.  The Allowed Amount
will be in full and final satisfaction of the Claim and will be
treated as an allowed administrative expense priority claim
against DPH-DAS LLC without further court order.

However, if the Reorganized Debtors and the Claimant are unable
to agree upon the allowed amount of the Claim, the parties will
promptly report such inability to agree to the Court.

The United States will apply the Allowed Amount of the Claim as a
partial setoff against the postpetition claim of the Refunds owed
to the Reorganized Debtors.  Consummation of the setoff will
constitute the Claimant's distribution and rights provided under
the Delphi Modified Bankruptcy Plan with respect to the Claim and
the Claimant will be entitled to no further distributions or
other payments under the Modified Plan on account of the Claim.

Nothing in the Stipulation (i) will be construed as an admission
of liability on behalf of the Reorganized Debtors with respect to
any portion of the Claim, (ii) will prejudice any of the
Reorganized Debtors' rights with respect to the Refunds, (iii)
will be construed to release any valid right of setoff or
recoupment that the United States of America, including Customs,
may have (iv) will be construed to release the right of Customs
with regard to any non-Debtor third parties, or (v) will be
construed to release or enjoin the U.S., including Customs, from
the exercise of any police or regulatory powers.

The Claimant's Response is also deemed withdrawn with prejudice.

The Bankruptcy Court has approved the stipulation with the U.S.
Customs.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became
effective.  A Master Disposition Agreement executed among Delphi
Corporation, Motors Liquidation Company, General Motors Company,
GM Components Holdings LLC, and DIP Holdco 3, LLC, divides
Delphi's business among three separate parties -- DPH Holdings
LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.

Bankruptcy Creditors' Service, Inc., publishes DELPHI BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


DELPHI CORP: Has Deal Resolving Two Johnson Controls Claims
-----------------------------------------------------------
Reorganized Delphi entered into a stipulation with Johnson
Controls Inc. and its affiliates for (i) the withdrawal of Claim
No. 15523 and (ii) the allowance of Claim No. 18528 for $3,068 as
an allowed administrative expense priority claim against DPH-DAS
LLC.

Claim No. 15523 was filed by Johnson Controls Inc. - Automotive
Group in July 2006 as a secured claim in an unliquidated amount
for "existing breach or future breach" of certain agreements for
goods sold by the Debtors to JCI Automotive.  On the other hand,
Claim No. 18528 was filed by Johnson Controls, Inc. Automotive
Experience Division and affiliates as an administrative claim for
$110,189 based on goods sold by JCI Experience to the Debtors.

The Debtors have objected to the JCI Claims in separate
instances.  JCI has also responded to those claim objections.

The parties have now resolved to settle their disputes on Claim
Nos. 15523 and 18528.

Claim payment for Claim No. 18528 will be remitted by check
payable to:

          Johnson Controls Injection Moldings, LLC
          P.O. Box 774352
          4352 Solutions Center
          Chicago, IL 60677-4003

JCI's Responses to the Debtors' claims objections are withdrawn
with prejudice.

Nothing will be construed as an admission of liability on behalf
of the Reorganized Debtors with respect to any portion of the
Claims, the parties agree.

Attorneys for JCI are:

          Deborah L. Thorne, Esq.
          Kathleen Matsoukas, Esq.
          BARNES & THORNBURG LLP
          One North Wacker Drive, Suite 4400
          Chicago, IL 60606
          E-mail: deborah.thorne@btlaw.com
                  kathleen.matsoukas@btlaw.com

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became
effective.  A Master Disposition Agreement executed among Delphi
Corporation, Motors Liquidation Company, General Motors Company,
GM Components Holdings LLC, and DIP Holdco 3, LLC, divides
Delphi's business among three separate parties -- DPH Holdings
LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.

Bankruptcy Creditors' Service, Inc., publishes DELPHI BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


DEWEY & LEBOEUF: Bankruptcy Judge Approves Settlement
-----------------------------------------------------
Jennifer Smith at Dow Jones' Daily Bankruptcy Review reports that
a judge approved a $71.5 million settlement Tuesday with former
partners of defunct law firm Dewey & LeBoeuf LLP, giving the green
light to a plan whose speedy resolution could set a new benchmark
for unwinding failed partnerships.

                       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.


DEX MEDIA EAST: Bank Debt Traded at 37% Off Last Week
-----------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 63.21 cents-on-
the-dollar during the week ended Friday, Oct. 5, a drop of 0.54
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 250 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Oct. 24, 2014.  The loan is one of the biggest gainers and losers
among 201 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

              About R.H. Donnelley & Dex Media East

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter
11 protection (Bank. D. Del. Case No. 09-11833 through 09-11852)
on May 28, 2009.  They emerged from bankruptcy on Jan. 29, 2010.
On the Effective Date and in connection with its emergence from
Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.

                           *     *     *

As reported in the April 2, 2012 edition of the TCR, Moody's
Investors Service has downgraded the corporate family rating (CFR)
for Dex One Corporation's to Caa3 from B3 based on Moody's view
that a debt restructuring is inevitable.  Moody's has also changed
Dex's Probability of Default Rating (PDR) to Ca/LD from B3
following the company's purchase of about $142 million of par
value bank debt for about $70 million in cash.  The Caa3 rating
also reflects Moody's view that additional exchanges at a discount
are likely in the future since the company amended its bank
covenants to make it possible to repurchase additional bank debt
on the open market through the end of 2013.

As reported by the TCR on April 4, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Cary, N.C.-based
Dex One Corp. and related entities to 'CCC' from 'SD' (selective
default).  "The upgrade reflects our assessment of the company's
credit profile after the completion of the subpar repurchase
transaction in light of upcoming maturities, future subpar
repurchases, and our expectation of a continued week operating
outlook," explained Standard & Poor's credit analyst Chris
Valentine.


DMZ INVESTMENTS: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------
Debtor: DMZ Investments LLC
        460 S.E. 20th Avenue
        Deerfield Beach, FL 33441

Bankruptcy Case No.: 12-34165

Chapter 11 Petition Date: October 8, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Steven H. Friedman, Esq.
                  P.O. Box 1203
                  West Palm Beach, FL 33402
                  Tel: (561) 313-1351
                  E-mail: steven@stevenfriedmanlaw.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 two largest unsecured
creditors filed together with the petition is available for free
at

The petition was signed by Edmund K. Lackner, managing member.


DUKE INVESTMENTS: Amegy Loses Bid to Block Lawyer Fees
------------------------------------------------------
Bankruptcy Judge David R. Jones awarded Adams and Reese, LLP,
interim compensation of $81,566.93, representing $77,919.50 in
fees and reimbursement of $3,647.43 in expenses, for its services
as counsel to Duke Investments, Ltd.

Judge Jones overruled an objection by Amegy Bank, N.A., the
Debtor's lender.  Amegy filed a limited objection to the fee
application to the extent that its cash collateral is used to pay
any awarded compensation.  Judge Jones said having competent
Debtor's counsel at the helm provides a significant benefit to
Amegy and that Amegy is adequately protected by having an open
channel of communication as well as an avenue to obtain accurate
information about the case and its collateral.

The Court also authorized Adams to apply cash deposits in its
possession totaling $66,309.62 as well as $4,521 held in its trust
account toward the awarded compensation.

A copy of the Court's Oct. 9, 2012 Memorandum Opinion is available
at http://is.gd/GEKlnmfrom Leagle.com.

                      About Duke Investments

Snyder, Texas-based Duke Investments, Ltd., filed for Chapter 11
bankruptcy (Bankr. S.D. Tex. Case No. 10-36556) on Aug. 2, 2010.
Robin B. Cheatham, Esq., at Adams Reese LLP, serves as bankruptcy
counsel.  In is petition, the Debtor estimated $1 million to
$10 million in assets and debts.  The petition was signed by Mark
Duke, majority member and manager.


EASTMAN KODAK: Cancels Health-Care and Survivor-Benefits Program
----------------------------------------------------------------
Eastman Kodak Company disclosed that, following extensive
negotiations, it has reached an agreement in principle with the
Official Committee of Retirees (the 1114 Committee) that provides
for a comprehensive resolution of Kodak's retiree health care and
survivor benefits liabilities.

The company's retiree benefits program includes medical, dental,
life insurance and survivor income benefits, collectively
referenced as Other Post-Employment Benefits or OPEB.  Under the
proposed agreement, the company will terminate these benefits as
of Dec. 31, 2012.

In satisfaction of the company's $1.2 billion OPEB liability,
Kodak will provide the 1114 Committee with a $7.5 million cash
payment to support initial administration and benefit obligations,
a $635 million unsecured claim, and a $15 million allowed
administrative claim that would have priority status in Kodak's
reorganization proceedings.  These funds can be used at the 1114
Committee's discretion to make payments to retirees to subsidize a
limited portion of future benefit costs.  Additional information
will be provided to retirees in coming weeks about their options
once Kodak coverage ends.

The agreement has the support of the debtor's Official Committee
of Unsecured Creditors, and will significantly reduce one of the
company's most substantial legacy liabilities, marking another
major step toward Kodak's successful emergence from Chapter 11.

As of Dec. 31, 2011, the company's aggregate U.S. OPEB liability
exceeded $1.2 billion.  OPEB coverage currently costs the company
approximately $10 million per month.  Since filing for Chapter 11
and while seeking a negotiated solution with the 1114 Committee,
the company has paid 100 percent of its share of the costs for
these benefits, resulting in cash expenditures in excess of $90
million.

The company said that the proposed agreement results in
significant cost savings and liquidity enhancement and eliminates
the need for costly and lengthy litigation.  Ultimately, through
the allowed claims process, the retirees' recovery is linked to
Kodak's successful reorganization.

Kodak noted that it recognizes this action will pose challenges
for retirees.  This agreement is one of the many necessary steps
to put the company on a path to emerge as a profitable,
sustainable company.

The agreement is subject to approval by the Bankruptcy Court and
is scheduled to be heard at a hearing on Oct. 29, 2012.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

As of July 31, 2012, the Company had total assets of
$3.93 billion, total liabilities of $5.32 billion and total
stockholders' deficit of $1.39 billion.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


EME HOMER CITY: Fundco Soliciting Acceptances for Prepack Plan
--------------------------------------------------------------
Homer City Funding LLC ("Fundco") commenced soliciting acceptances
of a prepackaged plan of reorganization under Chapter 11 of title
11 of the United States Code.

General Electric Capital Corporation, EFS-N Inc., Homer City
Generation, L.P., and the Metropolitan Life Insurance Company
entered in to a Plan Support Agreement with certain holders of the
bonds holding approximately 76% of the outstanding principal
amount of the bonds issued under the Indenture, dated as of
Dec. 7, 2001, between Homer City Funding LLC, and The Bank of New
York, as successor trustee.  Fundco is in the process of entering
into the PSA.

Under the PSA, the parties thereto commit to support and implement
a reorganization and restructuring of Fundco and its obligations
through a solicitation of votes on a prepackaged plan of
reorganization under chapter 11 of title 11 of the United States
Code.

                         About Homer City

Homer City, Pennsylvania-based EME Homer City Generation L.P., is
a Pennsylvania limited partnership with Chestnut Ridge Energy
Company as a limited partner with a 99.9 percent interest and
Mission Energy Westside Inc. as a general partner with a
0.1 percent interest.  Both Chestnut Ridge Energy and Mission
Energy Westside are wholly owned subsidiaries of Edison Mission
Holdings Co., a wholly owned subsidiary of EME.  EME is an
indirect wholly owned subsidiary of Edison International.

EME Homer City was formed for the purpose of acquiring, owning and
operating three coal-fired electric generating units and related
facilities located in Indiana County, Pennsylvania with an
aggregate capacity of 1,884 MW, which Homer City collectively
refers to as the "Homer City plant," for the purpose of producing
electric energy.  Homer City acquired the Homer City plant on
March 18, 1999, and completed a sale-leaseback of its facilities
to third parties in December 2001.

Certain divestitures of Homer City's leasehold interest in the
plant are subject to consent rights of the holders of the secured
lease obligation bonds issued in connection with the original
sale-leaseback transaction.  GECC is currently engaged in
discussions and has reached an agreement in principle on a non-
binding restructuring term sheet with certain of the holders of
the secured lease obligation bonds regarding amendments to the
terms of the 8.137% Senior Secured Bonds due 2019 and the 8.734%
Senior Secured Bonds due 2026, each issued by Homer City Funding
LLC.

"Even though an agreement in principle has been reached with
certain holders of the secured lease obligation bonds, that
agreement may not be approved by the secured lease obligation
bondholders as required under the operative documents to
effectuate the necessary modifications to the terms of the bonds.
If an agreement to modify the terms of the bonds is not approved
and consummated, then it is possible that Homer City could become
the subject of bankruptcy proceedings," the Partnership said in
its quarterly report for the period ended June 30, 2012.

Homer City's balance sheet at June 30, 2012, showed $1.24 billion
in total assets, $1.71 billion in total liabilities and a $465
million partners' deficit.

The Company reported a net loss of $686 million in 2011, compared
with net income of $27 million in 2010.

PricewaterhouseCoopers LLP, in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2011.  The indepdendent
auditors noted that the Partnership does not expect to generate
sufficient capital from operations necessary to meet its
obligations, which raises substantial doubt on its ability to
continue as a going concern.


ENCORE PROPANE: Court Confirms Exit Plan Proposed by MCG Venture
----------------------------------------------------------------
Bankruptcy Judge Harlin DeWayne Hale confirmed the Third Amended
Plan of Reorganization filed by MCG Venture Partners, L.P., for
Encore Propane, LLC.

The court overruled plan objections lodged by DCFS USA LLC
Successor to DaimlerChrysler Financial Services Americas L.L.C.,
West End Holdings, L.L.C., the DIP lender.

West End had filed its own exit plan for the Debtor.  West End
agreed to withdrew that plan on Oct. 2 pursuant to a settlement
with the Debtor and MCG.  Pursuant to the accord, West End will be
allowed a $30,000 DIP Lender Fee Claim.  The claim is subject to
review by the U.S. Trustee.

Wick Phillips Gould & Martin LLP was appointed as agent to assist
with the Plan voting process.

A hearing to confirm the Plan was held Oct. 3.

A copy of the Court's Oct. 9, 2012 Findings of Fact, Conclusions
of Law, and Order Confirming the Plan is available at
http://is.gd/mZKALjfrom Leagle.com.

Dallas, Texas-based Encore Propane, LLC, filed for Chapter 11
bankruptcy (Bankr. N.D. Tex. Case No. 12-30505) on Jan. 28, 2012.
Bankruptcy Judge Harlin DeWayne Hale presides over the case.
Vickie L. Driver, Esq., at Coffin & Driver, PLLC, serves as the
Debtor's counsel.  The Debtor estimated $1 million to $10 million
in both assets and debts in its petition.  The petition was signed
by Steven McCraw, vice president.


ENDEAVOUR INT'L: Moody's Rates $54MM First Priority Notes Caa1
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Endeavour
International Corporation's (Endeavour) proposed offering of $54
million first priority notes due 2018. The new notes are an
additional offering pursuant to the $350 million 12% first
priority notes due 2018 issued in February 2012. The proceeds from
the notes offering will be used to redeem or repurchase the
company's outstanding 12% Senior Subordinated Notes due 2014 and
for capital expenditures. The rating outlook remains stable.

Ratings Rationale

Endeavour's Caa1 Corporate Family Rating (CFR) reflects its
relatively small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
large transformative acquisition of North Sea properties from
ConocoPhillips. The company has high debt levels and limited
operational control over its property base as it is primarily owns
non-operating working interests. Endeavour does have some organic
production growth visibility in 2012 and 2013 from development
projects in the North Sea. The acquisition and organic production
growth have the potential to reduce Endeavour's leverage on
production and proved developed (PD) reserves, but with the risks
of project delays and cost overruns.

The Caa1 rating on the first priority notes reflects both the
overall probability of default of Endeavour, to which Moody's
assigns a PDR of Caa1, and loss given default of LGD 3 (43%). The
first priority notes and second priority notes have first and
second priority liens on 65% of the capital stock of Endeavour's
primary foreign subsidiaries and an unsecured intercompany loan
payable by the primary foreign subsidiary and all future foreign
intercompany loans. Therefore the first priority notes and second
priority notes have a superior claim to foreign subsidiary assets
over Endeavour's 5.5% convertible senior notes due 2016 and the
11.5% convertible bonds due 2016.

The substantial majority of Endeavour's oil and gas reserves are
owned by its foreign subsidiaries. While the first priority and
second priority notes benefit from a structurally superior
position relative to Endeavour's other unsecured debts, they are
subordinate to the company's $125 million senior secured revolving
credit facility and its priority claim to the foreign assets.
Given the structural complexity of Endeavour's capital structure,
Moody's has rated the first priority notes the same as the
company's Caa1 CFR, reflecting the priority claim of the senior
secured revolver offset by the more junior claims of the other
debt instruments. The second priority notes have been rated Caa2
based on their second lien position to the first priority notes.

The ratings could be upgraded if Endeavour meets its forecasted
production growth while reducing its leverage on production and PD
reserves to under $40,000/boe and $25/boe, respectively.
Conversely, if the company doesn't meet its production forecasts
and its cash liquidity declines significantly, the outlook could
be changed to negative or the ratings downgraded.

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

Endeavour International Corporation is a publicly traded
independent exploration and production company headquartered in
Houston, Texas.


ENDEAVOUR INT'L: S&P Hikes Rating on $350MM Notes to 'CCC+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its issue rating on
Endeavour International Corp.'s first priority notes to 'CCC+'
from 'CCC'. "At the same time, we revised the recovery rating on
this debt to '5', indicating our expectation for modest recovery
(10% to 30%) in the event of a payment default, from '6'," S&P
said.

The rating action reflects a higher value of the company's
reserves supported by higher commodity price assumptions in our
distressed price scenario.

Endeavour plans to issue $54 million of 12% first priority notes
due 2018 as an add on to its $350 million of first priority notes
that it issued on Feb. 23, 2012. The company will use proceeds to
redeem subordinated notes due 2014 and for general corporate
purposes.

The ratings on Endeavour reflect Standard & Poor's assessment of
the company's "vulnerable" business risk and "highly leveraged"
financial risk. The ratings on Endeavour incorporate its small
reserve and production base, its geographic focus on the North
Sea, and its participation in the competitive and highly cyclical
oil and gas industry. The ratings on the company also reflect its
strong reserve replacement metrics and liquidity that should
enable the company to fund its 2012 and 2013 capital expenditures.
In addition, given the current price of hydrocarbons, it is highly
favorable that the company's reserves are focused on oil and the
majority of its gas assets are in the North Sea, which has much
higher natural gas prices than natural gas in the U.S.

Ratings List

Endeavour International Corp.
Corporate credit rating              B-/Stable

Ratings Raised
                                     To       From
$350 first priority notes due 2018   CCC+     CCC
Recovery rating                     5        6


FIBERTOWER CORP: Seeks 120-Day Extension to File Payment Plan
-------------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that troubled
wireless company FiberTower Corp. is seeking a 120-day extension
to file its plan to repay its creditors as it works to sell its
assets.

                      About FiberTower Corp.

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.


FIRSTFED FINANCIAL: Seeks OK of Stipulation With HoldCo, FDIC
-------------------------------------------------------------
BankruptcyData.com reports that FirstFed Financial filed with the
U.S. Bankruptcy Court a motion for approval of a stipulation with
Holdco Advisors L.P., and the Federal Deposit Insurance
Corporation (FDIC)-Receiver that will resolve the FDIC-Receiver's
objections to confirmation of the Company's Second Amended Plan of
Reorganization prior to the previously scheduled October 11
confirmation hearing.

Under the stipulation, and pending Court approval, the Plan
proponents will file an Amended Plan that includes certain
modifications reflected in a blackline of the Plan filed along
with the stipulation, according to BankruptcyData.com.

                     About FirstFed Financial

Irvine, Calif.-based FirstFed Financial Corp. is the bank
holding company for First Federal Bank of California and its
subsidiaries.  The Bank was closed by federal regulators on
Dec. 18, 2009.

FirstFed Financial Corp. filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-10150) on Jan. 6, 2010.  Jon L. Dalberg,
Esq., at Landau Gottfried & Berger LLP, represents the Debtor in
its restructuring effort.  Garden City Group is the claims and
notice agent.  The Debtor disclosed assets at $1 million and
$10 million, and debts at $100 million and $500 million.

The Debtor's exclusive period to propose a plan expired in
January 2011.

The Debtor has proposed a Plan of Liquidation, which proposes an
orderly liquidation of the Debtor's estate.  Holdco Advisors L.P.,
submitted a competing plan of reorganization.


GRAY TELEVISION: Completes Offering of $300 Million Senior Notes
----------------------------------------------------------------
Gray Television, Inc., has completed its offering of $300 million
in aggregate principal amount of its 7 1/2% Senior Notes due 2020.
The 2020 Notes were priced at 99.266% of par.  Interest on the
2020 Notes is payable semi-annually, on April 1 and Oct. 1 of each
year, commencing April 1, 2013, and the 2020 Notes mature on
Oct. 1, 2020.  The Company's existing, and certain future,
subsidiaries are guaranteeing the Notes.

Gray also announced the early tender results for its cash tender
offer to purchase up to $268.5 million in aggregate principal
amount of its outstanding 10 1/2% Senior Secured Second Lien Notes
due 2015.  As of 5:00 p.m., New York City time, on Oct. 5, 2012,
holders of approximately $222.6 million of the 2015 Notes validly
tendered and did not withdraw their 2015 Notes for purchase by
Gray.

The completion of the offering of 2020 Notes satisfied the
financing condition of the Tender Offer, and Gray has also
satisfied the senior credit facility amendment condition of the
Tender Offer.  The Company used net cash proceeds from the sale of
the Notes to (i) repurchase all of the 2015 Notes validly tendered
and not properly withdrawn on or before the Early Tender Deadline
in the Tender Offer and (ii) pay related fees and expenses.  Gray
intends to use the remaining proceeds from the sale of the 2020
Notes to repay a portion of the outstanding amounts under its
senior credit facility and to redeem the outstanding shares of its
Series D perpetual preferred stock, including paying accrued
dividends thereon.

Gray expects to accept for payment and pay for additional 2015
Notes validly tendered on or before the Expiration Time up to the
Maximum Tender Amount, subject to proration if applicable. Gray
reserves the right, but is not obligated, to increase the Maximum
Tender Amount.

The Tender Offer is subject to the terms and conditions set forth
in the Company's Offer to Purchase, dated Sept. 24, 2012, and the
related Letter of Transmittal.  The tender offer will expire at
12:00 midnight, New York City time, on Oct. 22, 2012, unless
extended or earlier terminated.  2015 Notes tendered after the
Early Tender Deadline and on or before the Expiration Time may not
be withdrawn, except as required by law.

Gray has engaged BofA Merrill Lynch and Wells Fargo Securities,
LLC as the Dealer Managers for the Tender Offer.  Persons with
questions regarding the Tender Offer should contact BofA Merrill
Lynch at (888) 292-0070 or Wells Fargo Securities, LLC at (866)
309-6316.

The complete terms and conditions of the Tender Offer are
described in the Offer to Purchase and related Letter of
Transmittal, copies of which may be obtained from D.F. King & Co.,
Inc., the Information Agent and Tender Agent for the Tender Offer,
at (800) 431-9633.

None of Gray, its board of directors, the dealer managers or the
information agent and tender agent makes any recommendation in
connection with the Tender Offer.  Holders must make their own
decisions as to whether to tender their 2015 Notes and, if so, the
principal amount of 2015 Notes to tender.

                       About Gray Television

Formerly known as Gray Communications System, Atlanta, Georgia-
based Gray Television, Inc., is a television broadcast company.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 38 digital second channels
including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal
Sports Network affiliates plus 8 local news/weather channels and 1
"independent" channel in certain of its existing markets.

The Company's balance sheet at June 30, 2012, showed $1.24 billion
in total assets, $1.08 billion in total liabilities, $24.99
million in series D perpetual preferred stock, and $135.12 million
total stockholders' equity.

                           *     *     *

As reported by the TCR on Sept. 26, 2012, Moody's Investors
Service upgraded Gray Television, Inc.'s Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) each to B3 from
Caa1.  The upgrades reflect Moody's expectations for the company
to benefit from strong political revenue demand through November
2012 resulting in improved credit metrics combined with
management's commitment to reduce leverage.

As reported by the TCR on April 9, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Atlanta, Ga.-based
TV broadcaster Gray Television Inc. to 'B' from 'B-'.

"The 'B' rating reflects company's still-high debt leverage and
weak discretionary cash flow, as well as our expectation that the
company will maintain adequate headroom with its financial
covenants in the absence of any further tightening of covenant
thresholds.  The stable rating outlook reflects our expectation
that Gray will maintain lease-adjusted debt to average trailing-
eight-quarter EBITDA below 7.5x.  We also expect the company to
generate modest positive discretionary cash flow in 2012," S&P
said.


GULFSTREAM FOOD: Case Summary & 12 Unsecured Creditors
------------------------------------------------------
Debtor: Gulfstream Food & Spirits Company, LLC
        dba Boston's The Gourmet Pizza
        dba Boston's Gourmet Pizza
        dba Boston's The Gourmet Pizza Restaurant and Sports Bar
        dba GSF&S
        9316 Anderson Rd
        Tampa, FL 33634

Bankruptcy Case No.: 12-15296

Chapter 11 Petition Date: October 8, 2012

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

Debtor's Counsel: Alberto F Gomez, Jr., Esq.
                  MORSE & GOMEZ, PA
                  119 S. Dakota Avenue
                  Tampa, FL 33606
                  Tel: (813) 301-1000
                  E-mail: algomez@morsegomez.com

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

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

A copy of Company's list of its 12 largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb12-15296.pdf

The petition was signed by Sandy Queen, director of S. Queen
Consulting, Inc.


HALIFAX REGIONAL: Moody's Affirms 'Ba3' Rating; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 rating assigned to
Halifax Regional Medical Center's bonds. The outlook remains
negative.

Summary Ratings Rationale

Affirmation of Halifax's Ba3 rating is attributable to the
progress management has made in improving operating performance at
Halifax over the last several years and the enactment of a
provider fee program in North Carolina that will enhance Medicaid
reimbursement. Maintenance of the negative outlook, despite steady
balance sheet measures, reflects the fundamental challenges facing
the organization, and Moody's view that operating performance
would have been weak in FY 2012 absent the enhanced reimbursement
under the provider fee program.

Strengths

* Cash position has improved over the last few years, although
this is due in part to low capital spending averaging 0.6 times
over the last five years and the use of debt to finance some
capital improvements

* Provider fee program in North Carolina will provide $2.6
million in additional net revenue annually

* Use of locums (temporary physicians) declined materially in FY
2012 after peaking in FY 2011, helping to improve operating
performance in FY 2012. Locums reduced following several physician
recruits

Challenges

* Weak operating results in FY 2011 (3.6% operating cash flow
margin) caused largely by higher use of locum physicians

* Inpatient admissions have exhibited multi-year declines.
Admissions were down 8.8% through ten months FY 2012 (although
largely offset by shift to observation stays). Other volume
indicators were flat

* Small absolute size of the hospital makes it susceptible to
physician departures, which have contributed to the variation in
operating performance and patient volume fluctuations

* High exposure to Medicare and Medicaid, comprising a combined
72% of patient volume in FY 2011

Outlook

The negative outlook reflects the long term trends Halifax faces
including a payer mix that is 72% governmental and the small
absolute size of the hospital, making it vulnerable to short term
operational challenges.

What Could Make The Rating Go Up

Stable or increasing patient volumes; stable operating performance
over several years; stable and consistent revenue growth

What Could Make The Rating Go Down

Sustained operating losses or low levels of cash flow; patient
volume declines; decrease in operating revenue; weakening of
balance sheet position

The principal methodology used in this rating was Not-For-Profit
Healthcare Rating Methodology published in March 2012.


HAWKER BEECHCRAFT: Bank Debt Traded at 36% Off Last Week
--------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 64.29 cents-on-
the-dollar during the week ended Friday, Oct. 5, a drop of 3.03
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014.  The loan is one of the biggest gainers and losers
among 201 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.


HD SUPPLY: Plans to Offer $750 Million of Senior Notes
------------------------------------------------------
HD Supply, Inc., intends to commence a private offering of
$750,000,000 of Senior Notes due 2020.  There can be no assurance
that the proposed offering of Notes will be completed.

HD Supply intends to use the proceeds from the sale of the Notes
to redeem a portion of its outstanding 13.5% Senior Subordinated
Notes due 2015 and to pay related fees and expenses.

The Notes will be offered in a private offering exempt from the
registration requirements of the United States Securities Act of
1933, as amended.  The Notes will be offered only to qualified
institutional buyers pursuant to Rule 144A and to certain persons
outside the United States pursuant to Regulation S, each under the
Securities Act.

The Notes will not be and have not been registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements.

                          About HD Supply

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

The Company reported a net loss of $543 million for the year ended
Jan. 29, 2012, a net loss of $619 million for the year ended
Jan. 30, 2011, and a net loss of $514 million on $6.94 billion of
net sales for the year ended Jan. 31, 2010.

The Company's balance sheet at July 29, 2012, showed $6.63 billion
in total assets, $7.47 billion in total liabilities, and a
$834 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on March 30, 2012, Moody's Investors
Service upgraded HD Supply, Inc.'s Corporate Family Rating to Caa1
from Caa2 and its Probability of Default Rating to Caa1 from Caa2.
This rating action reflects improvement in the company's
operations and improved credit metrics.  Also, HDS is implementing
a refinancing of its existing capital structure which will extend
its maturity profile effectively by one year to 2015.

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


HD SUPPLY: Reports $7.4 Billion Net Sales for 12-Month Period
-------------------------------------------------------------
HD Supply, Inc., provided information with respect to results for
the 12 months ended July 29, 2012, and the two months ended
Sept. 23, 2012.

For the twelve months ended July 29, 2012, the Company generated
$7.4 billion in net sales and $582 million of Adjusted EBITDA.

The Company's results for the two months ended Sept. 23, 2012,
reflect revenue of approximately $1,315 million and Adjusted
EBITDA of $117 million.  The Company's results in August and
September were driven in large part by strong performance in sales
initiatives, particularly at Waterworks, Facilities Maintenance
and White Cap.  For comparative purposes, the Company's results
for the two months ended Sept. 25, 2011, reflect revenue of
$1,174 million and Adjusted EBITDA of $91 million.

The Company's revenue and Adjusted EBITDA for the two months
ending Sept. 23, 2012, are based on results that are not for an
entire fiscal period and have not been subject to the Company's
normal quarter-end closing and review procedures and adjustments,
including the results of the third month of the Company's third
fiscal quarter of 2012.

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

                        http://is.gd/qDJYGo

                          About HD Supply

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

                           *     *     *

As reported by the TCR on March 30, 2012, Moody's Investors
Service upgraded HD Supply, Inc.'s Corporate Family Rating to Caa1
from Caa2 and its Probability of Default Rating to Caa1 from Caa2.
This rating action reflects improvement in the company's
operations and improved credit metrics.  Also, HDS is implementing
a refinancing of its existing capital structure which will extend
its maturity profile effectively by one year to 2015.

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


HIGHLAND PARK: Moody's Raises Rating on Cl. A-1 Notes to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service has upgraded the rating of one class and
affirmed the ratings of six classes of Notes issued by Highland
Park CDO I, Ltd. The upgrade is due to improving underlying
collateral performance as evidenced by transition in Moody's
weighted average rating factor (WARF) and weighted average
recovery rate (WARR) since last review. The affirmations are due
to key transaction parameters performing within levels
commensurate with the existing ratings levels. The rating action
is the result of Moody's on-going surveillance of commercial real
estate collateralized debt obligation and collateralized loan
obligation (CRE CDO CLO) transactions.

Moody's rating action is as follows:

Cl. A-1, Upgraded to Ba3 (sf); previously on Oct 20, 2011
Downgraded to B3 (sf)

Cl. A-2, Affirmed at Caa3 (sf); previously on Oct 20, 2010
Downgraded to Caa3 (sf)

Cl. B, Affirmed at Ca (sf); previously on Oct 20, 2010 Downgraded
to Ca (sf)

Cl. C, Affirmed at C (sf); previously on Oct 20, 2010 Downgraded
to C (sf)

Cl. D, Affirmed at C (sf); previously on Oct 20, 2010 Downgraded
to C (sf)

Cl. E, Affirmed at C (sf); previously on Oct 20, 2010 Downgraded
to C (sf)

Cl. F, Affirmed at C (sf); previously on Oct 20, 2010 Downgraded
to C (sf)

Ratings Rationale

Highland Park CDO I, Ltd. is a static (the reinvestment period
ended in February 2012) cash CRE CDO transaction backed by a
portfolio of commercial mortgage backed securities (CMBS)
including rake bonds (28.8% of the pool balance), real estate
investment trust (REIT) debt and term loans (23.4%), whole loans
(23.0%), corporate term loans (10.2%), B-Notes (8.6%), and CRE CDO
and Re-remic debt (6.0%). As of the August 27, 2012 Note Valuation
report, the aggregate Note balance of the transaction, including
Preference Shares, has decreased to $561.2 million from $600.0
million at issuance, as a result of the combination of the junior
notes cancellation to Class C and Class D Notes and of the paydown
directed to the Class A-1 Notes from principal repayment of
collateral, resolution and sales of defaulted collateral, and
failing the par value tests. In general, holding all key
parameters static, the junior note cancellations results in
slightly higher expected losses and longer weighted average lives
on the senior Notes, while producing slightly lower expected
losses on the mezzanine and junior Notes. However, this does not
cause, in and of itself, a downgrade or upgrade of any outstanding
classes of Notes. The transaction is failing all of its par value
tests while passing all of its interest coverage tests. Currently,
the transaction is under-collateralized by $56.4 million
(including cash for distribution).

There are thirty assets with par balance of $176.6 million (35.4%
of the current pool balance) that are considered defaulted
interests as of the August 27, 2012 Note Valuation report,
compared to twenty-five defaulted interests totaling $164.1
million par amount (32.6%) at last review. Moody's does expect
significant losses to occur from these defaulted interests once
they are realized.

Moody's has identified the following parameters as key indicators
of the expected loss within CRE CDO transactions: WARF, weighted
average life (WAL), WARR, and Moody's asset correlation (MAC).
These parameters are typically modeled as actual parameters for
static deals and as covenants for managed deals.

WARF is a primary measure of the credit quality of a CRE CDO pool.
We have updated credit assessments for the non-Moody's rated
collateral. The bottom-dollar WARF is a measure of the default
probability within a collateral pool. Moody's modeled a bottom-
dollar WARF of 6,242 compared to 7,784 at last review. The current
distribution of Moody's rated collateral and assessments for non-
Moody's rated collateral is as follows: Aaa-Aa3 (5.0% compared to
1.2%), Baa1-Baa3 (3.4% compared to 0.0% at last review), Ba1-Ba3
(29.5% compared to 17.4% at last review), B1-B3 (4.3% compared to
2.4% at last review), and Caa1-Ca/C (57.8% compared to 79.0% at
last review).

WAL acts to adjust the probability of default of the collateral in
the pool for time. Moody's modeled to a WAL of 4.7 years, compared
to 3.7 years at last review. The current WAL is based on the
assumption about extensions.

WARR is the par-weighted average of the mean recovery values for
the collateral assets in the pool. Moody's modeled a fixed 26.5%
WARR, compared to 18.6% at last review.

MAC is a single factor that describes the pair-wise asset
correlation to the default distribution among the instruments
within the collateral pool (i.e. the measure of diversity).
Moody's modeled a MAC of 7.2%, compared to 14.6% at last review.

Moody's review incorporated CDOROM(R) v2.8, one of Moody's CDO
rating models, which was released on March 22, 2012.

The cash flow model, CDOEdge(R) v3.2.1.2, was used to analyze the
cash flow waterfall and its effect on the capital structure of the
deal.

Changes in any one or combination of the key parameters may have
rating implications on certain classes of rated notes. However, in
many instances, a change in key parameter assumptions in certain
stress scenarios may be offset by a change in one or more of the
other key parameters. In general, the rated notes are particularly
sensitive to changes in recovery rate assumptions. Holding all
other key parameters static, changing the recovery rate assumption
down from 26.5% to 16.5% or up to 36.5% would result in modeled
rating movement on the rated Notes of 0 to 3 notches downward and
0 to 4 notches upward, respectively.

The performance expectations for a given variable indicate Moody's
forward-looking view of the likely range of performance over the
medium term. From time to time, Moody's may, if warranted, change
these expectations. Performance that falls outside the given range
may indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions. The
decision to take (or not take) a rating action is dependent on an
assessment of a range of factors including, but not exclusively,
the performance metrics.

Primary sources of assumption uncertainty are the extent of growth
in the current macroeconomic environment and commercial real
estate property markets. Commercial real estate property values
are continuing to move in a positive direction along with a rise
in investment activity and stabilization in core property type
performance. Limited new construction and moderate job growth have
aided this improvement. However, a consistent upward trend will
not be evident until the volume of investment activity steadily
increases for a significant period, non-performing properties are
cleared from the pipeline, and fears of a Euro area recession are
abated.

The hotel sector is performing strongly with eight straight
quarters of growth and the multifamily sector continues to show
increases in demand with a growing renter base and declining home
ownership. Slow recovery in the office sector continues with
minimal additions to supply. However, office demand is closely
tied to employment, where growth remains slow and employers are
considering decreases in the leased space per employee. Also,
primary urban markets are outperforming secondary suburban
markets. Performance in the retail sector continues to be mixed
with retail rents declining for the past four years, weak demand
for new space and lackluster sales driven by discounting and
promotions. However, rising wages and reduced unemployment, along
with increased consumer confidence, is helping to spur consumer
spending resulting in increased sales. Across all property
sectors, the availability of debt capital continues to improve
with robust securitization activity of commercial real estate
loans supported by a monetary policy of low interest rates.

Moody's central global macroeconomic scenario maintains its
forecast of relatively robust growth in the US and an expectation
of a mild recession in the euro area for 2012. Downside risks
remain significant, and elevated downside risks and their
materialization could pose a serious threat to the outlook. Major
downside risks include: a deeper than expected recession in the
euro area; the potential for a hard landing in major emerging
markets; an oil supply shock; and material fiscal tightening in
the US given recent political gridlock. Healthy but below-trend
growth in GDP is expected through the rest of this year and next
with risks trending to the downside.

The methodologies used in this rating were "Moody's Approach to
Rating SF CDOs" published in May 2012, and "Moody's Approach to
Rating Commercial Real Estate CDOs" published in July 2011.


HOMER CITY FUNDING: S&P Cuts Note Rating to 'D' on Payment Default
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue rating on
Homer City Funding LLC's senior secured notes to 'D' from 'CC'
following the project's failure to make a scheduled interest
payment. "We also withdrew the rating," S&P said.

"Homer City Funding did not make its scheduled Oct. 1, 2012,
interest payment on its senior secured bonds, following the
failure of EME Homer City to make its scheduled rent payment to
Homer City Funding. It has entered into a forbearance agreement
with certain bondholders regarding repayment pending a
reorganization," S&P said.

"Homer City is planning a pre-packaged Chapter 11 reorganization
plan that would replace existing debt with new debt. We are
withdrawing our rating on the existing debt," S&P said.


IGLOO MERGER: Moody's Assigns 'B1' Corp. Family Rating
------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
and probability of default rating to Igloo Merger Sub, LLC, a new
entity formed by affiliates of Ares Corporate Opportunities Fund
III, L.P. ("the sponsor") that will merge into IG Investments
Holdings, LLC (the surviving entity that indirectly owns Insight
Global, Inc. -- collectively referred to as "Insight Global") at
transaction closing. Moody's also assigned Ba3 ratings to Igloo
Merger Sub, LLC's proposed first lien senior secured credit
facility, consisting of a $60 million revolving credit facility
due 2017 and a $300 million term loan due 2019. Moody's also
assigned a B3 rating to the proposed $130 million second lien
senior secured term loan due 2020. The ratings outlook is stable.

The B1 corporate family rating reflects Moody's expectation that
Insight Global will sustain strong revenue and earnings growth
such that leverage rapidly improves from initial pro forma levels.

Proceeds from the proposed bank debt combined with new and rolled
equity will be used to fund the acquisition of Insight Global,
including the repayment of existing debt. The transaction is
expected to close in October.

Ratings assigned:

Igloo Merger Sub, LLC

Corporate family rating at B1

Probability of default rating at B1

Proposed $60 million first lien senior secured revolving credit
facility due 2017 at Ba3 (LGD3, 35%)

Proposed $300 million first lien senior secured term loan due 2019
at Ba3 (LGD3, 35%)

Proposed $130 million second lien senior secured term loan due
2020 at B3 (LGD5, 88%)

Ratings affirmed and to be withdrawn at transaction closing:

Insight Global, Inc.

Corporate family rating at B1

Probability of default rating at B2

Senior secured revolving credit facility due 2016 at B1 (LGD3,
34%)

Senior secured term loan due 2017 at B1 (LGD3, 34%)

Ratings Rationale

The B1 corporate family rating reflects Moody's expectation that
debt to EBITDA will decline to 5.0 times (Moody's adjusted) and
EBITDA less capex to interest will approach 2.5 times over the
next 12 to 18 months. The rating also considers that working
capital needs will likely constrain cash flow generation such that
deleveraging will primarily have to come from earnings growth. The
rating also reflects the company's relatively modest scale within
the fragmented staffing industry, some customer concentration, and
exposure to cyclical temporary staffing trends. Notwithstanding
these risks, the rating is supported by the company's demonstrated
ability to meaningfully grow sales/earnings despite soft macro
economic conditions, good execution of new office locations, the
potential growth opportunities with new and existing clients, and
the material equity contribution from the sponsor.

The stable outlook reflects Moody's expectation that Insight
Global will sustain revenue growth in excess of 10%, maintain its
operating margins, and generate positive free cash flow that is
applied to debt reduction.

Moody's could downgrade the ratings if Insight Global's revenue
and earnings do not materially grow as is expected such that
leverage remains above 5.5 times near-term. The ratings could also
be downgraded if EBITDA less capex to interest falls below 2.0
times and/or free cash flow turns negative. Shareholder friendly
policies could also pressure the ratings.

The ratings could be upgraded if Insight Global maintains topline
momentum and sustains its operating margins such that debt to
EBITDA is reduced below 3.5 times, EBITDA less capex to interest
exceeds 3.0 times, and free cash flow as a percentage of debt
exceeds 8%. An upgrade would also require that the company
demonstrate commitment to conservative financial policies.

Additional information can be found in the Insight Global Credit
Opinion published on Moodys.com.

The ratings are subject to the conclusion of the transactions, as
proposed, and Moody's review of final documentation.

The principal methodology used in rating Insight Global 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.

Insight Global, headquartered in Atlanta, Georgia, is a
specialized provider of temporary and project professionals in the
field of information technology. The company is being purchased by
affiliates of Ares Management.


IMS HEALTH: Moody's Affirms 'B1' CFR; Rates Sr. Term Loan B 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned ratings to debt proposed by IMS
Health, Incorporated ("IMS") of Ba3 to the senior secured Term
Loan B and B3 to the senior unsecured notes. Moody's also affirmed
the B1 Corporate Family and Probability of Default, the existing
Ba3 senior secured bank credit facility and the B3 senior
unsecured debt ratings. The ratings outlook is stable.

The proceeds of the new debt will be used to pay a one-time
dividend of about $1.19 billion to shareholders and related
transaction expenses.

Ratings Rationale

The B1 Corporate Family Rating reflects Moody's expectation for
IMS to generate stable revenues and uninterrupted quarterly EBITDA
growth to enable leverage improvement. IMS's lead position in its
core market providing critical sales and other data to
pharmaceutical companies creates high barriers to entry. Deep
product and service offerings, substantial geographic diversity
and $2.4 billion revenue size also highlight low business risk.
Therefore, IMS can support somewhat higher financial leverage than
some other companies at the B1 rating level.

Modest EBITDA growth will come mostly through ongoing cost cutting
initiatives, although the majority of the meaningful improvements
have been realized. With revenue growth and cost control driving
profits, Moody's anticipates debt to EBITDA (Moody's adjusted) to
drop below 6 times by year end and approach a low to mid 5 times
level within the next 12 to 18 months. Over $220 million of annual
free cash flow can be used to reduce debt, although acquisitions
and future dividends may divert cash from debt reduction.

The stable ratings outlook reflects Moody's expectations for
predictable revenue and steady cash flow, which will enable the
company to deleverage from the high initial leverage level. The
ratings could be downgraded if Moody's expects any decline in
revenue or disruption in EBITDA growth, if IMS makes acquisitions
that are larger than internally generated cash flow and which
could delay the deleveraging, if Moody's expects debt to EBITDA to
be off its trajectory of returning to the below 5 times level, or
if free cash flow to debt remains below 5%. The ratings could be
raised with maintenance of debt to EBITDA below 4 times, free cash
flow to debt solidly above 10% and a demonstrated commitment to
balanced financial policies.

The following Ratings (Assessments) were assigned:

$750 million Senior Secured Term Loan B due 2017, Ba3 (LGD 3, 30%)

$500 million Senior Unsecured Notes due 2020, B3 (LGD 5, 85%)

The following Ratings were affirmed:

Corporate Family Rating, B1

Probability of Default Rating, B1

Senior Secured Bank Credit Facility due 2017, Ba3 (LGD 3, 30%)
from Ba3 (LGD 3, 31%)

Senior Secured Revolving Credit Facility due 2016, Ba3 (LGD 3,
30%) from Ba3 (LGD 3, 31%)

$1 billion Senior Unsecured Notes due 2018, , B3 (LGD 5, 85%) from
B3 (LGD 5, 86%)

The principal methodology used in rating IMS Health was the Global
Business & Consumer Service Industry 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.

IMS is a global provider of market intelligence to the
pharmaceutical and healthcare industries. The company is
controlled by affiliates of TPG Capital, L.P., the Canadian
national pension plan and Leonard Green & Partners, L.P.


IPREO HOLDINGS: Moody's Rates $21-Mil. Term Loan Add-On 'B1'
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Ipreo Holdings
LLC's (Ipreo) proposed $21 million add-on to its senior secured
term loan due 2017. Ipreo plans to utilize the proceeds to fund a
proposed acquisition. The company is also proposing to re-price
the term loan, which will favorably reduce annual cash interest
expense by roughly $1 million despite the incremental debt.
Ipreo's B2 Corporate Family Rating (CFR) and stable rating outlook
are not affected. Moody's updated the loss given default
assessments to reflect the revised debt mix.

The proposed add-on and acquisition will be slightly leveraging
(less than 0.1x), but debt-to-EBITDA (approximately 5.8x LTM
6/30/12 incorporating Moody's standard adjustments and the pro
forma for the proposed transactions) is within the range expected
in the ratings. This combined with the modest reduction in cash
interest costs and potential benefits from the acquisition do not
meaningfully affect Ipreo's overall credit profile or result in a
change in the company's ratings.

Assignments/LGD Updates:

  Issuer: Ipreo Holdings LLC

    Senior Secured Bank Credit Facility Term Loan (upsized to
    $170 million from $149.1 million), rated B1, LGD3 - 35%
    (previously LGD3 - 34%)

    Senior Secured Bank Credit Facility Revolver, changed to LGD3
    - 35% from LGD3 - 34% (no change to B1 rating)

Ratings Rationale

Ipreo's B2 CFR reflects its small scale in the financial data and
software industry, revenue exposure to volatile primary market
activity, customer concentration, high leverage, and event risks
related to ownership by a private equity sponsor. Ipreo has a good
market position in providing software to manage investment banks'
primary market offering process including book building, deal-
related accounting and regulatory functions, as well as in
institutional contact information through its Bigdough investor
database. The company has performed well since the August 2011
acquisition by KKR due to a recovery in municipal bond issuance,
capitalization on prior steps to expand its geographic and asset
class coverage, and a combination of new client wins and expanding
relationships with existing clients. Debt-to-EBITDA leverage
remains high but is down from approximately 6.5x at the time of
the LBO. Moody's expects Ipreo will continue to capitalize on its
good growth prospects despite choppiness in primary market
activity, and should reduce leverage to a mid to low 5x range in
2013. This will more comfortably position the company within the
B2 CFR.

Ipreo has an adequate liquidity position over the next 12-18
months with sufficient internal resources to meet the 1% required
term loan amortization and limited risk of a covenant violation.
Ipreo's cash balance (approximately $10 million as of 6/30/12 pro
forma for the proposed transactions) and modest projected annual
free cash flow of approximately $8-$10 million provide adequate
coverage of the $1.7 million required annual term loan
amortization. Moody's believes Ipreo will maintain a greater than
30% EBITDA cushion within the maintenance covenant on the revolver
notwithstanding the increase in debt and proposal to not change
the required covenant levels. Ipreo's 8.5x net debt-to-EBITDA
covenant steps down to 8.25x in December 2012, 8.0x in June 2013
and 7.5x in December 2013 with additional step downs thereafter.
There is no covenant on the term loan and the revolver covenant
only applies if the facility is more than 10% utilized, which
Moody's does not expect absent additional acquisitions.

The stable rating outlook reflects Moody's view that the U.S. and
global economies will continue to grow modestly, that new issuance
volume will not materially decline, and that Ipreo will generate
double digit revenue growth in 2012 and mid to high single digit
revenue growth in 2013. This should allow Ipreo to generate modest
free cash flow, maintain a good liquidity position, and reduce
debt-to-EBITDA to a mid to low 5x range in 2013.

A downgrade could occur if Ipreo's debt-to-EBITDA leverage is not
sustained below 6.0x or if free cash flow were to weaken. Ipreo
could also be downgraded if market share erodes, it loses clients,
liquidity weakens, or if the company engages in leveraging
acquisitions or shareholder distributions.

An upgrade is unlikely absent meaningful revenue expansion that
leads to consistent and growing free cash flow generation, and a
sustained reduction in debt-to-EBITDA leverage to a level
comfortably below 5x. Ipreo would also need to maintain a good
liquidity position to be considered for an upgrade.

Ipreo's ratings were assigned by evaluating factors that Moody's
considers relevant to the credit profile of the issuer, such as
the company's (i) business risk and competitive position compared
with others within the industry; (ii) capital structure and
financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Ipreo's core industry and
believes Ipreo's ratings are comparable to those of other issuers
with similar credit risk. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Ipreo, headquartered in New York, NY, is a provider of data,
market intelligence, and workflow solutions to investment banking
and corporate clients. Ipreo has more than 600 employees and
operations throughout the US, Europe, and Asia. Revenue for the 12
months ended June 2012 was approximately $140 million.


JEFFERSON COUNTY: Leaders Fight to Withhold Bond Money
------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that Jefferson
County, Ala., leaders shot their first arguments at a panel of
federal judges who could reverse a bankruptcy-court ruling that
has allowed Wall Street bondholders to continue taking the
struggling county's sewer bill money throughout its bankruptcy.

                      About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.


JHK INVESTMENTS: Secured Lenders Object to Cash Collateral Use
--------------------------------------------------------------
Eleuthera Administrative Co., LLC, as administrative agent for and
on behalf of senior secured lenders, Bay City Capital Fund V,
L.P., and Bay City Capital Fund V Co-Investment Fund, L.P.,
objects to JHK Investments, LLC's emergency motion for authority
to use collateral and provide adequate protection.

Eleuthera said the Secured Lenders hold perfected first priority
liens over all of JHK's property, to secure payment of all amounts
due and owing (in excess of $31 million) under a Credit Agreement
dated Jan. 14, 2011.

On Sept. 17, 2012, the Bankruptcy Court entered a stipulated order
authorizing preliminary use of cash collateral and providing
adequate protection.  Pursuant to the Stipulated Order, JHK was
authorized to make payments totaling approximately $26,000 (with a
permitted 10% variance), the Secured Lenders were granted
replacement liens in all post-petition assets of JHK, and JHK was
required to provide Bay City with weekly statements reflecting the
Debtor's financial activity.

The Secured Lenders object to any use of cash collateral by JHK,
as JHK has failed to demonstrate that the Secured Lenders are
adequately protected for the use of their collateral.  The Secured
Lenders said JHK has no income other than the unspecified
"licensing fees" which are apparently payable to JHK on a monthly
basis, and for which the Secured Lenders already have a lien.
Therefore, providing the Secured Lenders with "a replacement lien
in all after acquired cash collateral to the same extent, priority
and validity as existed on the Petition Date," provides the
Secured Lenders with no additional protection for the diminution
of their cash collateral.  Both the budget provided with the
Motion and the reduced budget attached to the Stipulated Order
provide for payments that exceed the $22,000 that JHK indicates it
receives as license proceeds.

The Secured Lenders also object to the use of any cash collateral
to make payments to JHK's non-debtor members or for any other
unidentified expenses.  They noted that more than a quarter of the
$22,000 that JHK apparently received from licensing proceeds is
earmarked for the payment of the medical benefits of the members
of JHK.  They said this is improper.  The limited proceeds that
JHK receives from licensing fees should not be used to pay for
expenses that are properly paid by the members themselves.

Eleuthera is represented by:

         Kathleen M. LaManna
         SHIPMAN & GOODWIN LLP
         One Constitution Plaza
         Hartford, CT 06103-1919
         Tel: (860) 251-5000
         Fax: (860) 251-5099
         Email: klamanna@goodwin.com

              - and -

         Daniel Guyder, Esq.
         John Kibler, Esq.
         ALLEN & OVERY LLP
         1221 Avenue of the Americas
         New York, NY 10020
         Tel: (212) 610-6300
         Fax: (212) 610-6399
         Email: daniel.guyder@allenovery.com
                john.kibler@allenovery.com

JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, 2012,
estimating under $100 million in assets and more than $10 million
in liabilities.  Craig I. Lifland, Esq., at Zeisler & Zeisler,
P.C., represents the Debtor.

Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation.  Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents.

Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the world for
high-tech medical devices.  JHK owns equity in several start-up
medical subsidiaries.  The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.

Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011.  The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.

In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding.  On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.


JHK INVESTMENTS: Sec. 341 Meeting Rescheduled to Oct. 22
--------------------------------------------------------
The U.S. Trustee in New Haven, Connecticut, has rescheduled the
Meeting of Creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11
case of JHK Investments, LLC, to Oct. 22, 2012, at 4:00 p.m. at
the Office of the UST.

Proofs of claim are due by Dec. 31, 2012.

JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, estimating
under $100 million in assets and more than $10 million in
liabilities.  Craig I. Lifland, Esq., at Zeisler & Zeisler, P.C.,
represents the Debtor.

Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation.  Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents.

Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the world for
high-tech medical devices.  JHK owns equity in several start-up
medical subsidiaries.  The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.

Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011.  The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.

In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding.  On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.


JLJ EAGLE: Updated Case Summary & Creditors' Lists
--------------------------------------------------
Debtor: JLJ Eagle Rock, LLC
        5356 Waldo Place
        Los Angeles, CA 90041

Bankruptcy Case No.: 12-43954

Chapter 11 Petition Date: October 8, 2012

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Dheeraj K. Singhal, Esq.
                  DCDM LAW GROUP
                  30 N Raymond Ste 801
                  Pasadena, CA 91103
                  Tel: (626) 689-2407
                  Fax: (626) 689-2205
                  E-mail: dksinghal@dcdmlawgroup.com

Scheduled Assets: $1,000,000

Scheduled Liabilities: $1,080,492

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
JLJ Properties, LLC                    12-43956
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
Januario T. Atienza                    12-43949

The petition was signed by Januario and Luz Atienza, president and
secretary.

A. In its list of 20 largest unsecured creditors, JLJ Eagle Rock,
LLC placed only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Ralph Anthony Mahler Trust                       $150,000
4455 Los Feliz Blvd.,#603
Los Angeles, CA 90027

B. In its list of 20 largest unsecured creditors, JLJ Properties,
LLC wrote only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Peak Loan Servicing                              $1,000,000
5900 Canoga Avenue
#200
Woodland Hills, CA 91367


JUPITER PARK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jupiter Park Self-Storage Ltd.
        1125 Jupiter Park Drive
        Jupiter, FL 33458

Bankruptcy Case No.: 12-34166

Chapter 11 Petition Date: October 8, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: John E. Page, Esq.
                  2385 NW Executive Center Dr #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0819
                  Fax: (561) 998-0047
                  E-mail: jpage@sfl-pa.com

Scheduled Assets: $5,178,567

Scheduled Liabilities: $4,854,381

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/flsb12-34166.pdf

The petition was signed by James E. Goldstein, president of
general partner.


M&M PIZZA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: M&M Pizza of Ohio Corp. Inc.
        7003 Post Road
        Dublin, OH 43016

Bankruptcy Case No.: 12-58714

Chapter 11 Petition Date: October 8, 2012

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: C. Kathryn Preston

Debtor's Counsel: J. Matthew Fisher, Esq.
                  ALLEN, KUEHNLE STOVALL & NEUMAN LLP
                  17 South High Street, Suite 1220
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988
                  E-mail: fisher@aksnlaw.com

Estimated Assets: $100,001 to $500,000

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/ohsb12-58714.pdf

The petition was signed by Mel A. Coffland, president.


LEVI STRAUSS: Reports $25.1 Million Net Income in Third Quarter
---------------------------------------------------------------
Levi Strauss & Co. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $25.07 million on $1.10 billion of net revenues for the three
months ended Aug. 26, 2012, compared with net income of $31.30
million on $1.20 billion of net revenues for the three months
ended Aug. 28, 2011.

For the nine months ended Aug. 26, 2012, the Company reported net
income of $87.61 million on $3.31 billion of net revenues, in
comparison with net income of $90.97 million on $3.41 billion of
net revenues for the nine months ended Aug. 28, 2011.

The Company's balance sheet at Aug. 26, 2012, showed $3 billion in
total assets, $3.08 billion in total liabilities, $7.99 million in
temporary equity, and an $82.08 million total stockholders'
deficit.

"While the third quarter was impacted by the continuing difficult
global macro-economic environment, we are very focused on what we
can control: our product innovation and marketing programs, the
key strategic choices we make and addressing our underlying cost
structure," said Chip Bergh, president and chief executive officer
of Levi Strauss & Co.  "Our goal is to prioritize efforts behind
our core business to drive sustainable, profitable growth and
drive shareholder value.  During the third quarter, we began to
execute several initiatives against our goals, including exiting
the Denizen brand from Asia and licensing the U.S. Levi's boys
business."

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

                        http://is.gd/Doi077

                      About Levi Strauss & Co.

Headquartered in San Francisco, California, Levi Strauss & Co. --
http://www.levistrauss.com/-- is one of the world's leading
branded apparel companies.  The Company designs and markets jeans,
casual and dress pants, tops, jackets and related accessories, for
men, women and children under the Levi's(R), Dockers(R) and
Signature by Levi Strauss & Co.(TM).  The Company markets its
products in three geographic regions: Americas, Europe, and Asia
Pacific.

                           *     *     *

In April 2012, Standard & Poor's Ratings Services assigned its
'B+' rating (same as the corporate credit rating) to San
Francisco-based Levi Strauss & Co.'s proposed $350 million senior
unsecured notes due 2022.

"The ratings on Levi Strauss reflect our view that the company's
financial profile continues to be 'aggressive,' particularly since
the company's balance sheet remains highly leveraged and we expect
cash flow protections measures to continue to be weak. In
addition, we continue to consider Levi Strauss' business risk
profile to be 'weak,' given its continuing participation in the
highly competitive denim and casual pants market, which is subject
to fashion risk and still-weak consumer spending, and our
expectation that the company's business focus will remain narrow.
We believe the company benefits from its strong, well-recognized
Levi's brand, long operating history, and distribution channel
diversity (both by retail customer and geography)," S&P said.

In April 2012, Moody's Investors Service affirmed Levi Strauss &
Co ("LS&Co) B1 Corporate Family and Probability of Default
Ratings.  Moody's also assigned a B2 rating to the company's
proposed $350 million senior unsecured notes due 2022 and affirmed
the B2 ratings of the company's other series of unsecured debt.

Levi Strauss' B1 Corporate Family Rating reflects the company's
negative trends in operating margins reflecting inconsistent
execution as well as input cost pressures.  The ratings also
reflect the company's still significant debt burden, which has
been increasing due to the company's continued investment in its
own retail stores and its sizable underfunded pension. Debt/EBITDA
(incorporating Moody's standard analytical adjustments) was 5.1
times for the LTM period ending 2/26/2012.  The rating take into
consideration the company's significant global scale, with
revenues near $5 billion, its operations in over 110 countries and
the ownership of the iconic Levi's trademark.


LM US MEMBER: S&P Gives 'B-' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to LM U.S. Member LLC (along with co-borrower LM
U.S. Corp Acquisition Inc. [Landmark Aviation]). "The outlook is
stable. At the same time, we are assigning our 'B-' issue rating
and '3' recovery rating to the company's proposed $335 million
first-lien credit facility, which consists of a $75 million
revolver due 2017 and a $260 million term loan due 2019. The '3'
recovery rating indicates our expectation of meaningful (50%-70%)
recovery in the event of payment default. We also assigned our
'CCC' issue rating and '6' recovery rating to the proposed $130
million second lien term loan that matures in 2020. The '6'
recovery rating indicates our expectation for negligible (0%-10%)
recovery," S&P said.

"Our ratings on Landmark Aviation reflect our expectations that
leverage (debt to EBITDA) will be very high following the proposed
leveraged buyout of the company, with only modest improvement
likely in the next 12 months because of limited free cash flow,"
said Standard & Poor's credit analyst Christopher Denicolo. "We
believe revenues and earnings will show modest growth over the
next year because of recently acquired locations and increasing
business jet usage. We assess the company's business risk profile
as 'weak,' reflecting its position as the third-largest provider
of fixed base operations (FBO) services to the cyclical general
aviation market and good customer and geographic diversity. The
FBO market has high barriers to entry, but this also limits
expansion opportunities. We assess the company's financial risk
profile as 'highly leveraged' based on the company's high debt
leverage and very aggressive financial policy, but 'adequate'
liquidity," S&P said.

"The Carlyle Group plans to purchase Landmark Aviation from its
current private equity owners for $625 million plus fees and
expenses. The transaction will be financed with $264 million of
common equity from Carlyle and $390 million of new debt. The
company will have a fairly complex organizational structure as a
result of limits on foreign ownership and other considerations,
but we evaluated the various legal entities as one economic entity
in our ratings analysis. We believe that the transaction will
result in very weak credit ratios, with 2012 total adjusted debt
to EBITDA of 8x and funds from operations (FFO) to total adjusted
debt about 5%. Debt to capital, however, is not as high, at about
70%, because of the relatively large equity contribution from
Carlyle. The company leases almost all of its facilities from the
airport where each is located, resulting in the present value of
operating leases comprising about 40% of total adjusted debt. We
expect gradual improvement in credit ratios over the next year,
primarily as a result of earnings growth, as high capital
expenditures over the next few years to expand and improve
recently acquired sites will constrain free cash flow. Therefore,
we do not expect much debt reduction in 2013, resulting in debt to
EBITDA above 7x and FFO to debt below 10%," S&P said.

"Landmark Aviation primarily provides FBO services (92% of gross
profit for the 12 months ending June 30, 2012) to the general
aviation market, mostly business jets owned by corporations or
individuals. FBO services include aircraft fueling, hanger rental
and parking, de-icing, aircraft cleaning, catering, and other
passenger services. Landmark also provides maintenance, repair,
and overhaul (MRO) services and charter and aircraft management as
an ancillary business to their FBO operations (8%). Fuel sales are
primarily to the general aviation market (49% of 2012 FBO net
revenues) and, to a smaller extent, to airlines. For its general
aviation customers, Landmark owns the fuel, so managing inventory
levels and pricing are key to maintaining attractive profit
margins. A smaller part of the business, referred to as 'Into-
Plane' fuel sales, refers to sales made at smaller airports where
the company fuels aircraft for airlines, but the customer owns the
fuel and the company receives a fee for pumping it," S&P said.

"The 2008 financial crisis had a significant impact on the
business aviation market, resulting in a large number of order
cancellations, deferrals, and an absence of new orders, as well as
a large decline in business jet flight hours. Business jet
utilization started to improve in 2010 and continued to display
modest signs of life through 2012, although renewed economic
weakness could stall the recovery," S&P said.

"Landmark is the third-largest provider of FBO services in North
America, with 50 locations in the U.S., Canada, and France.
Although two larger firms have 65 locations each, the FBO industry
is otherwise highly fragmented, with most competitors having only
a few locations. The company has a presence at 11 of the top 50
general aviation airports in the U.S., but not at the largest, in
Teterboro, N.J. The FBO market has very high barriers to entry
because of scarce airport property and leases that can last up to
30 years. This results in limited competition at most airports
(more than 75% of the company's locations have none or only one
competitor) but also limits expansion opportunities. Landmark has
been able to grow its sites to 50 from 29 in 2007 mostly through
acquiring smaller competitors. Customer diversity is good with the
top 20 customers comprising less than 25% of sales," S&P said.

"Fuel sales are the primary driver of revenues and profits, so
effective management of fuel inventory, purchases, and pricing is
crucial to the company's earnings. Fuel pricing is based on
competitor's prices, customer relationships, volumes purchased,
and payment method. Landmark purchases the fuel from distributors
under long-term agreements and sells it to customers with a dollar
margin, which eliminates exposure to swings in the price of jet
fuel. Reported operating margins can vary widely because of
changes in the base price of jet fuel, but Landmark has been
successful in maintaining the dollar margin it adds, despite high
fuel prices. The company does not use financial instruments to
hedge its fuel price exposure but maintains less than a week's
inventory. The company utilizes an ERP system, which provides
real-time data regarding fuel usage and allows for a deeper
understanding of customer needs, enabling better management of
inventory and costs," S&P said.

"The outlook is stable. We expect credit ratios to be very weak
following the leveraged buyout and only improve gradually, as high
capital expenditures over the next few years will constrain free
cash flow, and therefore debt reduction. Revenue and earnings
should grow modestly as a result of new locations and stable-to-
improving business jet usage. We could lower the rating if the
weak economy or a spike in fuel prices results in declines in
business jet usage, constraining the company's liquidity such that
we would revise our assessment to 'less than adequate' or 'weak.'
Although unlikely in the next year, we could raise the ratings if
cash flow is greater than we expect and dedicated to debt
reduction, resulting in debt to EBITDA below 5.5x," S&P said.


M3 HOTELS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: M3 Hotels, LLC
        5920 Scatterfield Rd
        Anderson, IN 46013

Bankruptcy Case No.: 12-11976

Chapter 11 Petition Date: October 8, 2012

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: KC Cohen, Esq.
                  KC COHEN, LAWYER, PC
                  151 N Delaware St Ste 1104
                  Indianapolis, IN 46204
                  Tel: (317) 715-1845
                  Fax: (317) 916-0406
                  E-mail: kc@esoft-legal.com

Scheduled Assets: $1,359,000

Scheduled Liabilities: $3,842,142

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/insb12-11976.pdf

The petition was signed by Vipul Modi, president.


MEDIA GENERAL: Sells Tampa Tribune to Tampa Media for $9.5-Mil.
---------------------------------------------------------------
Media General, Inc., has sold The Tampa Tribune and its associated
print and digital products to Tampa Media Group, Inc., a new
company formed by Revolution Capital Group.  The sale closed
Oct. 8, 2012.  The sale price was $9.5 million, subject to
adjustments for working capital and other items, yielding net
proceeds before expenses of approximately $2 million.

"It's a bittersweet day for Media General to complete the sale of
its last remaining newspaper group," said Marshall N. Morton,
president and chief executive officer.  "The Tampa Tribune was our
largest and second oldest newspaper.  Many Tribune employees have
decades of service.  The Tribune staff has been extraordinarily
dedicated to providing their readers with excellent journalism,
creating value for their advertisers and supporting the local
community.  We are pleased that they will have the opportunity for
continued future success serving the Tampa community with
excellent local content.  We will miss our colleagues at The
Tribune and its associated print and digital platforms, and we
wish them the very best," said Mr. Morton.

Robert Loring, founder and managing partner of Revolution Capital
Group, said, "We are delighted to be the new owner of The Tampa
Tribune, a newspaper with strong brand equity and a long history
of serving its readers, advertisers and community exceedingly
well.  We believe strongly in the value of local content."

Cyrus Nikou, founding partner of Revolution Capital Group, said,
"The prospects for future success are strong for The Tampa Tribune
and its associated print and digital platforms.  We will lead an
orderly transition, focused on the needs of our customers, and we
look forward to working with The Tribune management team to
position the business for future growth."

Mr. Morton said, "With this transaction, we complete the
transformation of Media General's business model to one focused on
broadcast television and digital media.  We believe our future
prospects are strong, based on operating 18 top-ranked local
television stations in growing and important markets, mostly in
the Southeast.  In addition, our financial position was greatly
strengthened this year as a result of our new financing
arrangement with Berkshire Hathaway.

"We have an attractive economic model, fueled by revenue growth,
including Political, Retransmission and Digital revenues.  For
example, Political advertisers prefer top-ranked stations like
ours.  In the third quarter of 2012, Media General generated
Political revenues of nearly $20 million, which brings our year-
to-date total to more than $33 million.  Media General has
stations in four of the key battleground states for the
presidential election: Ohio, Florida, Virginia and North Carolina.
Our Virginia, Rhode Island and Ohio stations are also benefiting
from hotly contested Senate races.  We have increased our outlook
for Political revenues for the full year 2012 to $57-58 million,"
said Mr. Morton.

"Plans are underway to increase Broadcast cash flow and EBITDA
margins.  At the market level, we are focused on ratings and share
increases as well as expense management.  As we've said
previously, corporate expense will decrease from $32 million to
$20 million, a run rate we are already close to achieving.  Since
June, our corporate staffing has been reduced in half, including
employees who went to work for World Media Enterprises, the
Berkshire Hathaway company that bought our newspapers in June, and
a staffing reduction we implemented in the third quarter that
affected 75 employees.  Increasing cash flow will support and
accelerate our deleveraging plan and we have good incentive to do
so.  Our new financing provides a step-down in the interest rate
from 10.5 percent to 9 percent if leverage were to reach 3.50x,"
Mr. Morton said.

Media General will report third-quarter 2012 results on Oct. 17,
2012, before the market opens, as previously announced.

As previously disclosed in its Form 10-Q for the period ended
June 24, 2012, in the second quarter, the Company recorded an
estimated $18 million after-tax loss in anticipation of a sale of
these assets.  Now that the assets have been sold, the Company
expects to record an additional after-tax loss in the range of
$6 - $7 million related to the sale in the third quarter of 2012.
The net proceeds will be below any thresholds for making a tender
offer to bondholders or otherwise require repayment of debt,
although the Company could choose to do so.

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company reported a net loss of $74.32 million for the fiscal
year ended Dec. 25, 2011, a net loss of $22.64 million for the
fiscal year ended Dec. 26, 2010, and a net loss of $35.76 million
for the fiscal year ended Dec. 27, 2009.

The Company's balance sheet at June 24, 2012, showed
$923.41 million in total assets, $1.05 billion in total
liabilities, and a $129.26 million total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 12, 2012,
Moody's Investors Service downgraded, among other things, Media
General's Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012.  The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage.  The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.

In the Oct. 10, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its rating on Richmond, Va.-based Media
General Inc. to 'B-' from 'CCC+' and removed it from CreditWatch,
where it was placed with positive implications on May 18, 2012.
The rating outlook is stable.

"The corporate credit rating on Media General is based on our
expectation that the company will be able to maintain adequate
liquidity despite its very high leverage," noted Standard & Poor's
credit analyst Jeanne Shoesmith.


MICHIGAN: Bankruptcy Risk for Cities If Voters Void 2011 Law
------------------------------------------------------------
Chris Christoff, writing for Bloomberg News, reports the state of
Michigan's Republican Governor Rick Snyder said Tuesday he's
"looking at contingencies" if a Nov. 6 referendum erases a 2011
law -- Public Act 4 -- granting emergency managers such powers as
canceling union contracts and selling assets.

Bloomberg recounts Public Act 4 was enacted in March 2011 by a
Republican-led legislature at the urging of GOP Governor Snyder,
who said its tougher provisions would keep municipalities out of
bankruptcy with quicker state intervention and more clout.

"There could be major challenges for some of our communities if we
don't have the emergency-manager law," Gov. Snyder told reporters
in Lansing, according to Bloomberg.  "Their options are not very
good.  Bankruptcy is out there, and that would be a much worse
solution than an emergency manager."

Bloomberg relates after Michigan this year narrowly averted taking
over Detroit, its largest city, opponents led by union members
collected signatures and fought in court to let voters decide the
law's fate.  The referendum, among six ballot issues, was opposed
46% to 42% in a September poll of 600 likely voters by Lansing-
based EPIC-MRA.  The result was within the 4 percentage-point
margin of error.

According to the report, emergency managers have been appointed
for the cities of Flint, Benton Harbor, Pontiac and Ecorse.  The
City of Allen Park also is poised to get an emergency manager.


MMM HOLDINGS: Moody's Assigns 'B2' Senior Secured Debt Rating
-------------------------------------------------------------
Moody's Investors Service has assigned a B2 senior secured debt
rating to MMM Holdings, Inc.'s (MMM's) proposed $480 million ($450
million term loan and $30 million revolver) senior secured credit
facility. The rating agency also downgraded the corporate family
rating of MMM to B2 from B1 and the insurance financial strength
(IFS) ratings of the company's operating subsidiary, MMM
Healthcare, Inc. and affiliated operating company PrimeCare
Medical Network, Inc., a subsidiary of NAMM Holdings, Inc. (NAMM)
to Ba2 from Ba1. The outlook on all the ratings is stable.

The ratings are contingent on the full payment of the outstanding
balance of company's jointly issued credit facility with NAMM. The
B1 senior secured rating on the current credit facility will be
withdrawn upon the repayment of the total outstanding balance of
approximately $515 million.

RATINGS RATIONALE

Commenting on the downgrade of MMM and its operating companies,
Moody's stated that the new credit facility will increase the
amount of outstanding debt to $450 million from the company's
share of its existing jointly issued credit facility with NAMM of
approximately $258 million, weakening MMM's financial flexibility.
Also, while the existing credit facility has a guarantee from
Aveta Inc. (Aveta, unrated), the parent company of MMM and NAMM,
together with cross-guarantees between its unregulated
subsidiaries, the new credit facility has neither the cross-
guarantee from NAMM nor the guarantee from the parent; it is
supported solely by MMM and its subsidiaries. The elimination of
these cross-guarantees and parental support prompted the downgrade
of the ratings of the two operating subsidiaries of MMM and NAMM,
MMM Healthcare, Inc. and PrimeCare Medical Network, Inc.

The rating agency noted that the downgrade also reflects the
analytic treatment of each of the two operating subsidiaries as a
separate, standalone company as opposed to viewing them as an
integrated, combined analytic unit; each company has a weaker
individual credit profile than that of the combined group. Moody's
said the change in analytic perspective reflects the expectation
that the two companies will be managed more independently
financially going forward, given the de-coupling of the credit
facility.

According to the rating agency, the proceeds of the additional
debt is being incurred to fund a shareholder dividend as well as
prepay the amounts outstanding under the current credit facility.
The increased debt will result in pro-forma 2012 financial
leverage metrics of approximately 69% (Debt/Capital) and 2.1x
(Debt/EBITDA), while the EBITDA/Interest ratio is expected to be
approximately 6.5x.

Moody's noted that the company has generated consistent earnings
and cash flow over the last several years, which has benefited
from MMM's improved medical management initiative, led by its
development of exclusive independent practice association (IPA)
relationships. The rating agency added that in addition to MMM's
leveraged capital structure, the ratings reflect the large amount
of goodwill on the balance sheet; 100% concentration in Puerto
Rico; and the company's dependence on Medicare Advantage (MA)
products. Moody's Senior Vice President, Steve Zaharuk, stated
that, "The major concern with MA business is the change in
government reimbursement levels under the healthcare reform act.
It is not clear how current MA members will respond to the
resulting benefit and premium changes that will likely result from
the reduced reimbursement levels over the next several years."
However, the rating agency noted that despite recent reductions in
the level of reimbursements to managed care companies, membership
growth has remained solid, especially for MMM in Puerto Rico,
where the company's income margins provide the flexibility to
offer a competitive benefit plan without raising premiums.

Moody's said that if MMM continues to produce EBITDA margins above
10%, reduces Debt/EBITDA below 1.5x, demonstrates consistent
annual Medicare Advantage net membership growth of 3%, and
improves its NAIC risk-based capital (RBC) ratio on a sustained
basis of at least 100% of company action level (CAL), then the
ratings could be upgraded. However, if annual EBITDA margins fall
below 5%, if membership declines in any year by 25% or more, if
the RBC ratio declines below 50% of CAL, if financial leverage
continues to increase to fund stockholder dividends, or if there
is a breach in any of the financial covenants in its credit
agreement, then the ratings could be downgraded.

The following rating was assigned with a stable outlook:

MMM Holdings, Inc. -- senior secured debt rating at B2;

The following ratings were downgraded with a stable outlook:

MMM Holdings, Inc. -- corporate family rating to B2 from B1;

MMM Healthcare, Inc. -- insurance financial strength rating to Ba2
from Ba1;

PrimeCare Medical Network, Inc. -- insurance financial strength to
Ba2 from Ba1.

Aveta Inc., the parent company of MMM Holdings and NAMM Holdings,
is a privately-owned company incorporated in Delaware and
headquartered in Fort Lee, New Jersey. As of June 30, 2012, Aveta
reported stockholders' equity of approximately $325 million. MMM
Holdings portion of stockholder's equity as of June 30, 2012 was
and approximately $521 million. MMM's total revenues for the first
six months of 2012 were $1.0 billion with 213,000 Medicare members
in Puerto Rico.

The principal methodology used in rating MMM Holdings, NAMM
Holdings and their subsidiaries was Moody's Rating Methodology for
U.S. Health Insurance Companies published in May 2011.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


MSR RESORT: Queen of Hawaii Claims to Own Grand Wailea Resort
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Paulson & Co. and Winthrop Realty Trust don't own the
land underneath the bankrupt Grand Wailea Resort Hotel and Spa in
Hawaii, at least according to Sir Edward Cooper, whose letterhead
says he is the Diplomatic Emissary for the Sovereign Nation of
Akua.

According to the report Mr. Cooper wrote in September to U.S.
Bankruptcy Judge Sean Lane, telling him the land is owned by "none
other than Her Royal Majesty, Grace Cooper (formally Akahi
Wahine), who is the reigning queen of the Kingdom of Hawaii."
Mr. Cooper said he has DNA to prove the queen's "royal
descendancy."

The report relates that the resorts' bankruptcy isn't the only
pending New York reorganization with creditors writing to the
judge.  More than 250 former or retired workers for coal producer
Patriot Coal Corp. urged the judge to move the case from Manhattan
to West Virginia.  The resort's lawyers from Kirkland & Ellis LLP
wrote back to Mr. Cooper this week, enclosing a copy of the deed
and telling him that one of the companies in bankruptcy indeed
owns the land.  Paulson and Winthrop put the Hawaii resort and
three others into Chapter 11 reorganization in February 2011.

The report notes that there will be an auction on Nov. 8 to
determine who will acquire the properties through implementation
of a Chapter 11 plan.

                          About MSR Resort

MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owned a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.

On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011.  The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.

James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel.  Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor.  Kurtzman Carson
Consultants LLC is the Debtors' claims agent.

The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings.  In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.

The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.


NAVISTAR INTERNATIONAL: Mark Rachesky Holds 14.9% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mark H. Rachesky, M.D., and his affiliates
disclosed that, as of Oct. 5, 2012, they beneficially own
10,275,000 shares of common stock of Navistar International
Corporation representing 14.98% of the shares outstanding.
Mr. Rachesky previously reported beneficial ownership of
10,250,000 common shares or a 14.95% equity stake as of July 9,
2012.  A copy of the amended filing is available at:

                        http://is.gd/MTCBw5

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at July 31, 2012, showed
$11.14 billion in total assets, $11.50 billion in total
liabilities, and a $363 million total stockholders' deficit.

                           *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

In the Sept. 19, 2012, edition of the TCR, Fitch Ratings has
downgraded the Issuer Default Ratings (IDR) for Navistar
International Corporation (NAV) and Navistar Financial
Corporation (NFC) to 'CCC' from 'B-'.  The rating Outlook is
Negative.  The rating downgrades and Negative Rating Outlook
reflect the company's heightened liquidity risk and negative
manufacturing free cash flow (FCF) which could continue into 2013.


NAVISTAR INTERNATIONAL: Accedes to Icahn's Wishes to Avoid Fight
----------------------------------------------------------------
Navistar International Corporation entered into separate
settlement agreements with Carl C. Icahn and his affiliates and
Mark H. Rachesky, M.D., and his affiliates, Navistar's largest
shareholders.

As a result of the Agreements, Vincent J. Intrieri and Mark H.
Rachesky have been appointed to the company's Board of Directors.
The company also agreed to add a third director to the Navistar
Board, who will be designated and mutually agreed upon by Icahn
Partners and its affiliated entities and MHR Fund Management LLC
and its affiliated entities.

Mr. Intrieri and Dr. Rachesky will replace Mr. Eugenio Clariond
and Mr. Steven J. Klinger, who have agreed to retire from the
Navistar Board of Directors.  The mutually agreed upon third
director will also replace an existing Navistar director.  The
three new directors will stand for election at the Company's 2013
Annual Meeting of Shareholders.  The Board will remain at ten
members so long as either Icahn or MHR continues to have a
designee on the Board.

"We are pleased to have reached an agreement with Icahn and MHR as
we believe it is in the best interest of the company and all of
its shareholders," said Michael N. Hammes, Navistar's independent
lead director.

Lewis B. Campbell, Navistar's chairman and chief executive
officer, said, "Vince and Mark will provide meaningful shareholder
representation on the Board, and we welcome their insights and
look forward to working with them constructively as we continue to
execute on our plan to drive long-term profitability and deliver
shareholder value.  On behalf of the Board, I would also like to
thank Eugenio and Steven for their contributions and service to
Navistar during their time as directors."

Mr. Icahn stated, "I am glad to have reached an agreement that
provides strong shareholder representation on the Board and look
forward to working diligently with the Board to enhance value at
Navistar."

Dr. Rachesky stated, "I am pleased with the favorable outcome of
the process which resulted in giving shareholders meaningful board
representation.  I look forward to working closely with management
and other members of the Board of Directors of Navistar to effect
the changes necessary to drive value for all shareholders."

In the agreements, Icahn and MHR have agreed that they will not
run a proxy contest at the 2013 annual meeting and will support
the Board's nominees, as well as certain other provisions.

A copy of the Icahn Settlement Agreement is available at:

                        http://is.gd/00n1p0

A copy of the MHR Settlement Agreement is available at:

                        http://is.gd/MTCBw5

Vincent J. Intrieri has been employed by entities related to Carl
C. Icahn since October 1998 in various investment related
capacities.  Since Jan. 1, 2008, he has served as Senior Managing
Director of Icahn Capital L.P., the entity through which Carl C.
Icahn manages investment funds.  From 2006 to September 2012, he
was a director of Icahn Enterprises G.P. Inc., the general partner
of Icahn Enterprises L.P. (Nasdaq: IEP).  In addition, since
November 2004, he has been a Senior Managing Director of Icahn
Onshore LP, the general partner of Icahn Partners, and Icahn
Offshore, the general partner of Icahn Master, Icahn Master II and
Icahn Master III, entities through which Mr. Icahn invests in
securities.  He is currently the chairman of CVR Energy, Inc., and
also serves on the boards of Federal?Mogul Corporation and
Chesapeake Energy Corporation.  He is also chairman of the board
and a director of PSC Metals, Inc., (a privately held, non-listed
company).  He is a former director of Motorola Solutions, Inc.,
Lear Corporation, Dynegy Inc., WCI Communities, Inc., WestPoint
International, Inc., National Energy Group, Inc., XO Holdings LLC,
American Railcar Industries, Inc. and Viskase Companies, Inc.  Mr.
Intrieri received his Bachelor's degree in Accounting from The
Pennsylvania State University and was a certified public
accountant.

Dr. Rachesky is the President of MHR Fund Management LLC, an
investment firm that he founded in 1996.  MHR has in excess of $5
billion of assets under management and takes a highly
differentiated, control-focused, private equity approach to
investing in distressed and undervalued middle-market companies.
Dr. Rachesky currently serves as Chairman of the Board of Lions
Gate Entertainment Corp., Loral Space & Communications Inc.,
Telesat Holdings Inc. and Leap Wireless International Inc. Dr.
Rachesky holds a B.S. in molecular aspects of cancer from the
University of Pennsylvania, a M.D., from the Stanford University
School of Medicine and a M.B.A. from the Stanford University
School of Business.

                      Amend Rights Agreement

In connection with the Settlement Agreement with Icahn and MHR,
the Company and Computershare Shareholder Services LLC, as the
rights agent under the Company's Rights Agreement, dated as of
June 19, 2012, entered into Amendment No. 1 to the Rights
Agreement to, among other things, permit certain discussions among
board members and their affiliates under the Rights Agreement.
Amendment No. 1 also amends the definition of "Beneficial Owner"
to provide, among other things, that a Person that is a director
or who has been designated a director would not be deemed to
beneficially own securities of the Company (1) beneficially owned
by certain other Persons as a result of certain described
activities or conduct or (2) that a director acquired from the
Company as part of the director's compensation.

Effective as of Oct. 5, 2012, the Company and the Rights Agent
also entered into Amendment No. 2 to the Rights Agreement to amend
the definition of "Acquiring Person" to clarify that an "Exempt
Person" remains an "Exempt Person" so long as that person does not
become the beneficial owner of a number of shares of common stock
greater than the number of shares beneficially owned by that
Exempt Person as of the initial time of adoption of the Rights
Plan.

                          Jim Hebe Retires

James L. Hebe, Navistar senior vice president, North America Sales
Operations, announced his retirement.  Mr. Hebe, 63, has led the
company's North American Truck sales and marketing efforts since
re-joining the company in 2008.

"Jim Hebe has been a significant figure in our industry for four
decades," said Jack Allen, president, Navistar North America Truck
& Parts.  "We have benefited greatly from his many contributions,
perhaps none more important than Jim's passion for developing deep
customer relationships, which has become embedded within
Navistar's sales and marketing team.  We thank him for his service
and wish him the best in retirement."

Mr. Hebe began his career at International Harvester in 1971 as a
management trainee in Boston, and later became a heavy truck
salesman for International Trucks.  After leaving International
Harvester, Mr. Hebe held leadership roles of increasing
responsibility with American LaFrance, Kenworth Truck Company, and
Kenworth of Tampa, culminating with his appointment to chairman,
president and chief executive officer of Freightliner in 1992.

After leaving Freightliner in 2001, Mr. Hebe became head of
Seagrave Fire Apparatus, LLC in Clintonville, Wis.  He returned to
the trucking industry in 2006 when he became dealer principal of
Co-Van/Cascadia International, before re-joining Navistar, Inc.
two years later in his current role.

Among Hebe's numerous industry accomplishments is the
Distinguished Service Citation from the Automotive Hall of Fame in
1995, one of the few trucking industry executives to earn this
distinction; and being named an Automotive News All-Star.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at July 31, 2012, showed
$11.14 billion in total assets, $11.50 billion in total
liabilities, and a $363 million total stockholders' deficit.

                           *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

In the Sept. 19, 2012, edition of the TCR, Fitch Ratings has
downgraded the Issuer Default Ratings (IDR) for Navistar
International Corporation (NAV) and Navistar Financial
Corporation (NFC) to 'CCC' from 'B-'.  The rating Outlook is
Negative.  The rating downgrades and Negative Rating Outlook
reflect the company's heightened liquidity risk and negative
manufacturing free cash flow (FCF) which could continue into 2013.


NBTY INC: S&P Gives 'B-' Rating on Proposed $500-Mil. Notes
-----------------------------------------------------------
"We are assigning a preliminary 'B-' issue-level rating (two
notches below our corporate credit rating) on the proposed $500
million notes to be issued at the holding company, Alphabet
Holding Co. (HoldCo). Our preliminary recovery rating on this
notes issuance is '6,' indicating our expectation for negligible
(0%-10%) recovery of principal in the event of a payment default,"
S&P said.

"At the same time, we are affirming our ratings on the company's
existing debt: a 'BB-' first lien issue-level rating on the
revolver and term loan, with a recovery rating of '2', indicating
our expectation for substantial (70%-90%) recovery of principal in
the event of a payment default, and a 'B' issue-level rating on
the company's senior unsecured notes, with a '5' recovery rating,
indicating our expectation for modest (10%-30%) recovery in the
event of a default," S&P said.

"In our opinion, NBTY's proposed $500 million notes issuance and
$200 million cash outlay to fund an approximately $700 million
dividend (less standard fees and expenses) reflects an aggressive
financial policy and results in credit protection measures in line
with indicative ratios for an 'aggressive' financial risk
descriptor (namely, an adjusted debt to EBITDA ratio between 4x
and 5x and a ratio of funds from operations (FFO) to total debt
between 12% and 20%)," S&P said.

"Our 'fair' business risk profile assessment incorporates NBTY's
ongoing exposure to the growing, highly competitive, and
fragmented vitamin, mineral, and health supplement (VMHS) industry
(which incorporates potential regulatory, sanitary, and
international trade barriers) and this industry's high sensitivity
to innovations and promotional activities," S&P said.

"NBTY's customer concentration is, in our view, a risk, as is its
exposure to the pressured private-label environment, which
currently accounts for over one-fifth of total sales," said
Standard & Poor's credit analyst Nalini Saxena. "However, we
expect the company to continue to benefit from its strong market
position in its top two markets, the U.S. and the U.K."

"Standard & Poor's also expects NBTY to benefit from its
diversified branded product portfolio, its positive track record
of integrating acquired companies, and its strong liquidity, which
affords the company the ability to invest in innovation and
marketing. We believe its vertical integration, manufacturing
efficiency, and scale allow it to produce low-cost products that
are diversely distributed through wholesale, retail, and direct-
response channels (including mail order and internet sales),
presenting NBTY a competitive advantage," S&P said.

"The stable outlook on NBTY reflects our expectation that the
company will continue to deliver strong cash flows while
sustaining a moderate approach to acquisitions and dividend
payments (following the proposed transaction), which should allow
it to gradually reduce leverage with organic EBITDA growth," S&P
said.


NEXEO SOLUTIONS: Moody's Says Debt Incremental Raises Leverage
--------------------------------------------------------------
Moody's Investors Service said that Nexeo Solutions, LLC's (Nexeo,
B1, Stable outlook) additional leverage resulting from its
proposed $200 million incremental term loan will not impact its B1
Corporate Family Rating (CFR) or the ratings on the term loan or
subordinated notes.

The principal methodology used in rating Nexeo was the Global
Chemical Industry Methodology, published in December 2009. Other
methodologies used include Loss Given Default for Speculative
Grade Issuers in the US, Canada, and EMEA, published June 2009.

Nexeo Solutions is one of the largest distributors of chemicals
and providers of related services in North America. It had
revenues of $4.1 billion for the twelve months ending June 30,
2012.


NINE ENTERTAINMENT: Goldman Funds Back Restructuring
----------------------------------------------------
Gillian Tan at Dow Jones' Daily Bankruptcy Review reports that
funds managed by Goldman Sachs Group Inc. agreed Wednesday to a
new proposal put forward by Nine Entertainment Co. to restructure
its debt and stave off a threat of administration, throwing the
gauntlet down to hedge funds to swing behind the plan as well.

                     About Nine Entertainment

Nine Entertainment Co., formerly known as PBL Media, --
http://www.nineentertainment.com.au/-- is one of the largest
private-equity owned companies in Australia, bought by Asia
Pacific Ltd at the height of the buyout boom in 2006.  CVC spent
about AUD5.3 billion in debt and equity in acquiring the company
from media baron James Packer.  In addition to Nine, one of
Australia's three free-to-air television networks, the group also
owns magazine publisher ACP, the online media company nineMSN,
Acer Arena and ticketing agency Ticketek.


NORTHAMPTON GENERATING: On Short Exclusivity Leash
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Northampton Generating Co., the owner of a 112-
megawatt electric generating plant in Northampton, Pennsylvania,
only succeeds in convincing the bankruptcy judge in Charlotte,
North Carolina, to hand out expansion of exclusive plan-filing
rights in dribs and drabs.  Lately, the judge has been giving
extensions of so-called exclusivity in one-month increments.

According to the report, before the hearing this week, Northampton
sought an 11-week extension.  Once again, the judge kept the
company on a short leash by extending exclusivity until Nov. 19.

The report notes that the exclusivity extension was the fifth.

The company again said its analyzing options with regard to a
reorganization plan.  Northampton is now a merchant electric
generator as a result of terminating a power-purchase agreement
with Metropolitan Edison Co.  It became part of the PJM
Interconnection LLC network.

                    About Northampton Generating

Northampton Generating Co. LP is the owner of a 112 megawatt
electric generating plant in Northampton, Pennsylvania.  The plant
is fueled with waste products, including waste coal, fiber waste,
and tires.  The power is sold under a long-term agreement to an
affiliate of FirstEnergy Corp.

Northampton Generating filed for Chapter 11 bankruptcy (Bankr.
W.D.N.C. Case No. 11-33095) on Dec. 5, 2011.  Hillary B. Crabtree,
Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC,
in Charlotte, N.C., serve as counsel to the Debtors.  Houlihan
Lokey Capital, Inc., is the financial advisor.

The Debtor disclosed $205,049,256 in assets and $121,515,045 in
liabilities as of the Chapter 11 filing.

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


OSI RESTAURANT: Moody's Reviews 'Caa1' CFR/PDR for Upgrade
----------------------------------------------------------
Moody's Investors Service placed OSI Restaurant Partners, LLC's
("OSI") Caa1 Corporate Family and Probability of Default ratings
on review for upgrade. Moody's also assigned a B1 rating to the
company's proposed $1.0 billion 7-year senior secured term loan B
and $225 million 5-year senior secured revolver.

The review for upgrade is in response to OSI's announcement that
it plans to refinance all of its $1.55 billion of existing rated
debt facilities with proceeds from the company's proposed $1.225
billion bank facilities.

The completion of the transaction as proposed is expected to
result in a two-notch upgrade of OSI's Corporate Family and
Probability of Default ratings to B2 from Caa1, and an affirmation
of the B1 rating assigned to the proposed bank credit facility.
The transaction is expected to close in the next several weeks.

In the event the size of the proposed financing increases from
current expectations the ratings on the proposed term loan and
revolver could be negatively impacted. Ratings are subject to
review of final documentation.

Ratings placed on review for upgrade are:

- Corporate Family Rating at Caa1

- Probability of Default Rating at Caa1

Ratings assigned:

- Proposed $1.0 billion senior secured term loan B due 2019,
   rated B1 (LGD 3, 44%)

- Proposed $225 million senior secured revolver due 2017, rated
   B1 (LGD 3, 44%)

Ratings affirmed:

Speculative Grade Liquidity rating at SGL-2

Ratings affirmed and to be withdrawn once the transaction is
complete are:

- $150 million working capital revolver expiring 2013 at B3
   (LGD3, 39%)

- $100 million pre-funded revolver expiring 2013 at B3 (LGD3,
   39%)

- $1.3 billion ($1.0 billion outstanding) term loan B due 2014
   at B3 (LGD3, 39%)

Ratings Rationale

Assuming the proposed transaction closes as planned it will
successfully address OSI's refinancing risk. Pro-forma for the
transaction, OSI's nearest debt maturity will be pushed out to
2017. Moody's believes this relaxed debt maturity profile along
with the expectation that OSI's operating margins, earnings and
debt protection metrics continue to improve can support a B2
Corporate Family Rating. This also reflects Moody's view that
management will continue to focus on reducing debt beyond required
amortization.

The B1 rating assigned to the proposed bank facilities assumes the
transaction closes as proposed and Moody's upgrades OSI's
Corporate Family Rating to B2.

The principal methodology used in rating OSI Restaurant Partners,
LLC was the Global Restaurant 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.

OSI Restaurant Partners, LLC owns and operates a diversified base
of casual dining concepts which include Outback Steakhouse,
Carrabba's Italian Grill, Bonefish Grill, Fleming's Prime
Steakhouse and Wine Bar and Roy's. Annual revenues approximately
$3.9 billion.


OSI RESTAURANT: S&P Raises CCR to 'B+' on Improved Finc'l. Risk
---------------------------------------------------------------
Standard & Poor's Ratings Services raised the ratings on OSI
Restaurant Partners LLC, including its corporate credit rating to
'B+' from 'B'. "We also assigned a 'B+' corporate credit rating to
Bloomin' Brands Inc., the parent company of OSI Restaurant
Partners LLC. The outlook is positive for both companies," S&P
said.

"At the same time, we assigned a 'BB' issue level rating and a '1'
recovery rating to the proposed $225 million revolving credit
facility due 2017 and $1.0 billion term loan due 2019," S&P said.

"Proceeds from the new bank facilities will be used to refinance
borrowings outstanding under its existing $150 million working
capital revolving credit facility due 2013, $100 million capital
expenditure revolving credit facility due 2013, and $1.0 billion
term loan due 2014. Upon the completion of the refinancing, we
will withdraw the ratings on the existing bank facilities," S&P
said.

"The rating on Bloomin' Brands Inc. reflects our assessment of its
'fair' business risk profile and our expectation that the
financial risk profile will remain 'aggressive' in the next 12
months. We also believe debt leverage will improve to the mid- to
low-4x area because of continued sales and cash flow growth," S&P
said.

"We expect the recent brand revitalization initiatives and cost
savings from productivity improvements to contribute to further
strengthening of credit measures in 2012, despite commodity cost
pressure and weak consumer spending," said Standard & Poor's
credit analyst Ana Lai.

"The positive outlook reflects our expectation that continued
positive operating momentum will contribute to further
strengthening of credit measures in the next 12 months, with debt
leverage falling toward the mid- to low-4.0x area. We could raise
the rating if Bloomin' Brands achieves debt leverage of 4.0x in
2013 as a result of 8% EBITDA growth, while debt drops 10%. An
outlook revision to stable could result from a slowdown in sales
growth to 3%, while gross margin declines 50 bps. This would
result in debt leverage in the high-4.0x area. A negative rating
action could also occur if the company adopts a more aggressive
financial policy, given its majority ownership by private equity,"
S&P said.


OWENS CORNING: Moody's Says Reduced Earnings Guidance Credit Neg
----------------------------------------------------------------
Moody's Investors Service views the recent announcement by Owens
Corning that it is lowering its 2012 full year-year guidance as a
credit negative, but the reduced earnings have no immediate impact
on the company's Ba1 corporate family rating or Ba1 probability of
default rating. The speculative grade liquidity rating remains
SGL-2. The rating outlook is stable.

The principal methodology used in rating Owens Corning was the
Global Manufacturing Industry Methodology published in December
2010. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the U.S., Canada, and EMEA published
in June 2009.

Owens Corning, headquartered in Toledo, OH, is a global producer
of composites and building materials systems. Products range from
glass fiber used to reinforce composite materials used in
transportation, electronics, marine, wind energy and other high-
performance markets to insulation and roofing used in residential,
commercial and industrial applications. Revenue for the twelve
months through June 30, 2012 totaled approximately $5.4 billion.


PATRIOT COAL: Wants Lease Decision Period Extended Until Feb. 4
---------------------------------------------------------------
Patriot Coal Corporation, et al., request the U.S. Bankruptcy
Court for the Southern District of New York to extend the time
within which they may assume or reject unexpired leases of non-
residential property for 90 days, to and including Feb. 4, 2013.

The Debtors also request confirmation that any Leases proposed to
be assumed or rejected by the Debtors by a motion filed on or
before the Extended Deadline will not be deemed rejected under
Section 365(d)(4) of the Bankruptcy Code irrespective of whether
the Court has entered an order granting or denying such motion by
the Extended Deadline, and such lease will be assumed or rejected
only upon further order of the Court approving such assumption or
rejection.

According to papers with the Bankruptcy Code, as part of their
operations, the Debtors estimate that, as of the Petition Date,
they were party to more than a thousand unexpired leases of
nonresidential real property.  The Debtors say they have not yet
had an opportunity to identify or make final determinations
regarding the assumption or rejection of many of the Leases.

                        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: Glancy Binkow Files Class Action Lawsuit
------------------------------------------------------
Glancy Binkow & Goldberg LLP, representing investors of Patriot
Coal Corporation, has filed a class action lawsuit in the U.S.
District Court for the Eastern District of Missouri on behalf of a
class consisting of all purchasers of Patriot Coal securities
between Oct. 21, 2010 and July 6, 2012, inclusive.

A copy of the Complaint is available from the court or from Glancy
Binkow & Goldberg LLP.  Please contact us by phone to discuss this
action or to obtain a copy of the Complaint at (310) 201-9150 or
Toll Free at (888) 773-9224, or by e-mail at
shareholders@glancylaw.com

The Complaint alleges that the defendants failed to properly
account for the costs associated with court-ordered remediation
obligations related to certain of the Company's selenium water
treatment requirements -- capitalizing these costs instead of
recording them as expenses, thereby overstating the Company's
financial results.  In addition, during the Class Period
defendants knew but concealed from investors the following
material adverse information: (i) the Company's internal controls
over financial reporting were materially inadequate; (ii)
defendants improperly accounted for selenium treatment facility
liabilities at the Company's mines; (iii) the Company's reported
financial results were overstated and were not presented in
conformity with GAAP; (iv) the Company's business health was
weakening; and (v) as a result of the foregoing, the Company would
not survive as a going concern.

On July 9, 2012, Patriot Coal disclosed that the Company and
substantially all of its wholly owned subsidiaries have filed
voluntary petitions for reorganization under Chapter 11 of the
Bankruptcy Code.  Following this news, the price of Patriot Coal
shares dropped 72% -- from a closing pricing of $2.19 per share on
July 6, 2012, to a closing price of $0.61 per share on July 9,
2012, representing a one-day decline of 72% on volume of more than
38 million shares.

If you are a member of the Class described above, you may move the
Court, no later than Nov. 21, 2012 to serve as lead plaintiff;
however, you must meet certain legal requirements.  If you wish to
learn more about this action or have any questions concerning this
Notice or your rights or interests with respect to these matters,
please contact Michael Goldberg, Esquire, of Glancy Binkow &
Goldberg LLP, 1925 Century Park East, Suite 2100, Los Angeles,
California 90067, by telephone at (310) 201-9150 or Toll Free at
(888) 773-9224, by e-mail to shareholders@glancylaw.com, or visit
our website at http://www.glancylaw.com

                         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: Jan. 21 Deadline for Govt. Proofs of Claim
--------------------------------------------------------
Patriot Coal Corporation, et al., are requesting the U.S.
Bankruptcy Court for the Southern District of New York to enter a
revised order establishing Dec. 14, 2012, at 5:00 p.m., as the
general bar date for the filing of a proof of claim in the
Debtors' cases, and Jan. 21, 2013, at 5:00 p.m., as the deadline
for governmental entities to file claims.  In the original motion,
the proposed general bar date was Dec. 14, 2012, and the proposed
governmental bar date was Jan. 7, 2013.

                        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.


PEMCO WORLD: Unsecured Claims Creditors to Get 1%-3% Under Plan
---------------------------------------------------------------
WAS Services, Inc., formerly known as Pemco World Air Services,
filed a disclosure statement in support of its plan of liquidation
dated Oct. 2, 2012.

The Debtors proposed the Plan to effectuate the prompt
distribution of Assets and Funds to Holders of Allowed Claims.
Under the terms of the plan, secured and priority claims, totaling
$700,000 and $500,000, respectively, will recover 100% of their
allowed claim.  Unsecured claims estimated to be $44 million to
$72 million, will recover 1%-3% of their allowed claim.
Intercompany and equity interests will be cancelled and will
receive no distribution.

The Plan, in part, implements a settlement and compromise by and
among the WAS Debtors, Sun Aviation, the Committee, and Avion.
Among other things, the Committee/ Avion Settlement Stipulation
provides:

     A. that the GUC Funds net of expenses will be distributed to
        Holders of Allowed General Unsecured Claims;

     B. for the releases provided for in Article VII of the Plan,
        which are integral and vital to the Committee/Avion
        Settlement Stipulation and the Plan;

     C. for substantive consolidation of the Estates of the
        Debtors;

     D. for waiver by the Debtors of the Estate Avoidance Actions,
        provided, however, that this waiver will not apply to
        Avion Causes of Action; provided, further, that such
        waiver will not apply to Estate Avoidance Actions to the
        extent that these actions may be asserted defensively,
        including, but not limited to, for purposes of
        effectuating a setoff against Claims; and

     E. that any Sun Aviation Note Claims shall be entitled to no
        recovery under the Plan.

A copy of the disclosure statement is available for free at:

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

                  About Pemco World Air Services

Headquartered in Tampa, Florida Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15 the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.


PENNFIELD CORP: Seeks to Use Fulton Bank Cash Collateral
--------------------------------------------------------
Pennfield Corporation and Pennfield Transport Company filed papers
in court seeking permission to use cash collateral of Fulton Bank
and provide adequate protection to the lender.  Pennfield said it
doesn't have the funds with which to conduct its business,
including payment of payroll on Oct. 12.

Pennfield owes Fulton Bank:

     $5.95 million under a 2003 revolving credit facility,
     $750,000 under four letters of credit,
     $774,000 under a 2003 term loan, and
     $1.56 million under a 2004 letter of credit.

On Aug. 30, 2012, Pennfield also entered into a $950,000 new line
of credit with Fulton with Fulton.

The prepetition credit facilities are secured by Pennfield's
assets.

Pennfield said it has been in discussions with Fulton to reach a
consensual agreement on the Debtors' use of cash collateral, and
the adequate protection to be afforded to Fulton after the
petition date.  Pennfield said it is requesting court approval in
the event no agreement is reached.

                          About Pennfield

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 Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
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. estimated $10 million to $50 million in assets and
debts.  Pennfield Transport estimated under $1 million in assets
and debts.  The petition was signed by Arnold Sumner, president.


PEREGRINE FINANCIAL: Wasendorf Thinks More Funds Available
----------------------------------------------------------
Josh Dawsey and Jacob Bunge, writing for Dow Jones Newswires,
report that Rev. Linda Livingston, the paster of Peregrine
Financial Group Chief Executive Russell Wasendorf Sr., said in an
interview that the jailed founder believes more funds may be
available to the firm's clients than is currently thought.

"He believes once assets are sold, it will be a much higher
percentage than the 30 to 40 percent that has been reported," Rev.
Livingston said, according to the report.

Investigators are trying to trace about $200 million in funds gone
missing following a long-running fraud orchestrated by Mr.
Wasendorf Sr., who last month pleaded guilty to charges of mail
fraud, embezzlement and lying to government regulators.

The report also relates Ms. Livingston also said Mr. Wasendorf had
been frustrated by his inability to help investigators trace the
missing funds.  "He'd like to be able to show them exactly where
the money went," she said. "Most of the money went back into the
business, he believes."

According to Dow Jones, Ms. Livingston had offered to house Mr.
Wasendorf if he was released under electronic supervision. That
request was denied Tuesday by a federal judge, who ordered that
Mr. Wasendorf remain in jail pending sentencing.  Mr. Wasendorf
will remain in Linn County Correctional Center in Cedar Rapids,
Iowa, while he awaits sentencing, which could be months away.  The
report notes he faces between 24 and 50 years in prison.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PEREGRINE FINANCIAL: CEO to Stay Jailed Before $100MM Sentencing
----------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that an Iowa federal
judge on Tuesday ordered disgraced Peregrine Financial Group Inc.
CEO Russell Wasendorf Sr. to remain in custody before his
sentencing for a $100 million embezzlement scheme, saying he might
attempt to flee the country.

Bankruptcy Law360 relates that Chief Judge Linda R. Reade said
Wasendorf likely had the motivation and financial means to skip
town and avoid a sentence of up to 50 years in prison and a
$3.25 million fine.  A sentencing date has not been set.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PHARMACEUTICAL PRODUCT: Moody's Cuts CFR to 'B2'; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and Probability of Default Rating of Pharmaceutical Product
Development, LLC ("PPD") to B2 from B1. Concurrently, Moody's
assigned a Caa1 rating to the new $500 million of unsecured notes
being issued at Jaguar Holding Company I (a parent of PPD) and
affirmed the Ba3 rating on the existing senior secured credit
facility and the B3 on the existing unsecured notes due 2019. The
rating outlook is stable.

The proceeds of the new notes, along with cash on hand, will be
used to fund a dividend to the equity sponsors, The Carlyle Group
and Hellman & Friedman. Despite the downgrade of the Corporate
Family Rating, the ratings on the existing debt were affirmed due
to the significant amount of new junior debt being added in the
capital structure as the new notes will be structurally
subordinated to the existing debt. In connection with this
transaction, Moody's will move the Corporate Family and
Probability of Default Ratings from Pharmaceutical Product
Development, LLC to Jaguar Holding Company I.

The downgrade of the Corporate Family Rating to B2 reflects the
aggressive decapitalization of the company less than one year
after the leveraged buyout and the significant resulting increase
in leverage and reduction in cash. The downgrade also reflects
Moody's expectation for reduced cash generation going forward
given the incremental cash interest expense associated with the
new debt and the potential for working capital volatility. While
cash flow from operations was strong in the first half of 2012,
there was a large working capital benefit and a tax refund, both
of which may not recur.

Moody's rating actions:

Jaguar Holding Company I:

Assigned Corporate Family Rating of B2

Assigned Probability of Default Rating of B2

Assigned Caa1 (LGD 6, 92%) rating to $500 million unsecured notes
due 2017

Pharmaceutical Product Development, LLC:

Affirmed Ba3 (LGD 2, 26%) on $175 million Senior Secured Revolver
Due 2016

Affirmed Ba3 (LGD 2, 26%) on $1.450 billion Senior Secured Term
Loan due 2018

Affirmed B3 (LGD 5, 74%) on $575 million Senior Unsecured Notes
due 2019

Withdrew B2 Corporate Family Rating (moved to Jaguar Holding
Company I)

Withdrew B2 Probability of Default Rating (moved to Jaguar Holding
Company I)

The outlook is stable.

The rating actions are subject to the conclusion of the
transaction, as proposed, and Moody's review of final
documentation.

PPD's B2 rating reflects the company's very high financial
leverage and aggressive financial policies, with a significant
shareholder dividend paid less than one year after the leveraged
buyout. The ratings also reflect risks inherent in the CRO
industry, which is highly competitive, has high reliance on the
pharmaceutical industry, and is subject to cancellation risk.
Moody's also expects pricing pressure in the industry to increase
as pharmaceutical companies and CROs increasingly enter into
larger partnership deals, which often trade volume for price.

The B2 rating is supported by PPD's significant scale, leading
breadth of services and strong reputation, which Moody's believes
gives the company competitive advantages over many peers in the
highly fragmented CRO industry. The ratings are supported by
Moody's view that PPD has good revenue growth prospects due to
increased outsourcing of research and development by the
pharmaceutical industry. PPD's growth may also benefit
incrementally from share gains from smaller competitors.

While not anticipated, Moody's could upgrade the ratings if PPD
repays debt with free cash flow and grows EBITDA such that
adjusted debt to EBITDA is expected to be sustained below 5.0
times and free cash flow to debt is expected to be sustained above
8%. Moody's could downgrade the ratings if leverage is expected to
remain above 6.5 times over the next 12-18 months. Further, if
free cash flow to debt is expected to be negative for a sustained
period, or liquidity is expected to materially worsen, Moody's
could downgrade the ratings. Higher than expected cancellation
rates or pricing pressure could also lead to a downgrade.

Pharmaceutical Product Development, LLC ("PPD") is a leading
global contract research organization ("CRO"). The company
provides preclinical drug discovery, Phase I through Phase IV
clinical development, post-approval services as well as laboratory
services to pharmaceutical, biotechnology and academic customers,
among others. PPD was acquired by The Carlyle Group and Hellman &
Friedman in December 2011. Net revenues for the twelve months
ended June 30, 2012 approximated $1.6 billion.


PHARMACEUTICAL PRODUCT: S&P Lowers CCR to 'B' on Higher Leverage
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on contract research organization Pharmaceutical Product
Development LLC to 'B' from 'B+'. The outlook is stable.

"In addition, we lowered our issue-level ratings on the company's
existing debt by one notch in conjunction with the downgrade. We
lowered our rating on the senior secured credit facility to 'B+'.
The recovery rating on this debt is unchanged at '2', reflecting
our expectation for substantial (70% to 90%) recovery in the event
of payment default. We also lowered our rating on the senior notes
to 'B-'. The recovery rating on this debt is unchanged at '5',
reflecting our expectation for modest (10% to 30%) recovery in the
event of a payment default," S&P said.

"At the same time, we assigned the company's proposed $500 million
holding company PIK option notes a 'CCC+' issue-level rating with
a recovery rating of '6' (0% to 10% recovery expectation)," S&P
said.

"The rating downgrade follows the company's announcement that it
will issue additional debt to fund a sponsor dividend less than
one year following the 2011 leveraged buyout. Pro forma leverage
will increase from the low 6x range to more than 7x, versus our
prior expectation that leverage would decrease to below 6x by year
end from EBITDA growth," S&P said.

"The ratings on PPD reflect the company's 'highly leveraged'
financial risk profile and 'fair' business risk profile, according
to Standard & Poor's Ratings Services' criteria," said Standard &
Poor's credit analyst Shannan Murphy.

"Our assessment of a highly leveraged financial risk profile
incorporates our belief that leverage, which increases to over 7x
pro forma the new debt issuance, will remain above 6x over the
next two years. It also reflects our expectation that funds from
operations to total debt will be sustained in the high single
digits, consistent with a highly leveraged financial risk," S&P
said.


PINNACLE AIRLINES: Flight Attendants Say CBA Already Market Rate
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when Pinnacle Airlines Corp. goes to bankruptcy court
on Oct. 16 seeking imposed concessions on flight attendants and
pilots, U.S. Bankruptcy Judge Robert E. Gerber will be called on
to decide who's right and who's wrong about the underlying facts.

According to the report, the flight attendants' union filed papers
last week contending that the existing pay scale and work rules
are "well within industry norms."  The union claims the feeder
airline's allegations to the contrary are based on faulty data.

The report relates that exactly where Pinnacle's union contracts
stack up against other regional airlines is unclear from court
papers because the economic facts are deemed confidential and
deleted from the publicly filed documents.  The cabin attendants
submit that governing federal law in New York doesn't permit the
imposition of concessions on labor unless the contracts "generated
an employer's adverse economic conditions."  Given that the cabin
crews' contracts are market rate, wages weren't the cause of
bankruptcy and can't be reduced, the union argues.

The report notes that facts about the pilots' contract are more
unclear because court papers from the flight-deck crew are sealed
in their entirety.  The hearing to modify labor contracts will
continue on Oct. 17 if necessary.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.

Pinnacle Airlines and its affiliates, including Colgan Air, Mesaba
Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East Coast
Operations Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Lead Case No. 12-11343) on April 1, 2012.

The company used Chapter 11 to shed 47 aircraft.  Among the planes
Pinnacle decided to keep are 140 regional jets leased from Delta
Air Lines Inc., the provider of $74.3 million in financing for the
Chapter 11 reorganization begun in April.  Pinnacle is keeping
another nine aircraft leased by other owners.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25.


PLANT INSULATION: Judge Upholds Allianz Insurers' $69MM Deal
------------------------------------------------------------
Juan Carlos Rodriguez at Bankruptcy Law360 reports that a
California federal judge upheld a $69 million settlement Tuesday
between a group of Allianz insurers and Plant Insulation Co.,
rejecting the arguments of other insurers that claimed the deal
was not made in good faith and did not meet Bankruptcy Code
standards.

San Francisco, California-based Plant Insulation Company
manufactured insulation products and services.  The Company filed
for Chapter 11 protection (Bankr. N.D. Calif. Case No. 09-31347)
on May 20, 2009.  Michaeline H. Correa, Esq., Peter J. Benvenutti,
Esq., and Tobias S. Keller, Esq., at Jones Day, represent the
Debtor in its restructuring effort.  The Debtor estimated assets
and debts ranging from $500 million to $1 billion.


POTOMAC SUPPLY: Wants Plan Filing Exclusivity Until Nov. 30
-----------------------------------------------------------
Potomac Supply Corporation asks the Bankruptcy Court to extend the
exclusive periods within which only it can file a chapter 11 plan
and solicit acceptances of the plan by approximately 55 days, from
Oct. 5, 2012 and Dec. 4, 2012, respectively, through and including
Nov. 30, 2012 and Jan. 29, 2013, respectively.

Kinsale, Virginia-based building-supply manufacturer Potomac
Supply Corporation filed for Chapter 11 bankruptcy (Bankr. E.D.
Va. Case No. 12-30347) on Jan. 20, 2012, estimating assets and
debts of $10 million to $50 million.  Potomac in mid-January
announced it was suspending manufacturing operations in Kinsale
after its lender refused to provide financing without additional
investment.  Judge Douglas O. Tice, Jr., presides over the case.
Patrick J. Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in Washington, D.C., serves as the Debtor's bankruptcy counsel.
LeClairRyan P.C. is representing the Official Committee of
Unsecured Creditors.


QUINTILES TRANSNATIONAL: S&P Rates $175MM Term Loan 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned Quintiles
Transnational Corp.'s proposed $175 million incremental term loan
due 2018 its 'BB-' issue-level rating with a recovery rating of
'4', indicating its expectation for average (30% to 50%) recovery
for lenders in the event of a payment default. The company will
use proceeds from the loan, along with $75 million of cash, to pay
a $246 million shareholder distribution and fees associated with
the term loan.

"At the same time, we are affirming our 'BB-' corporate credit
rating on operating subsidiary Quintiles Transnational Corp., our
'BB-' issue-level rating and '4' recovery rating (30% to 50%
recovery expectation) on that entity's existing senior secured
debt, and our 'B' issue-level rating and '6' recovery rating (0%
to 10% recovery expectation) on the holding company's term loan,"
S&P said.

"The ratings on Quintiles Transnational Corp. reflect the
company's 'aggressive' financial policy, characterized by pro
forma lease-adjusted debt to EBITDA slightly above 5x and a
shareholder-friendly financial policy that has resulted in two
debt-financed dividends this year," said Standard & Poor's
credit analyst Shannan Murphy.

The ratings also reflect Quintiles' "satisfactory" business risk
profile, supported by the company's industry-leading market
position in the growing contract research (CRO) industry.


RENEGADE HOLDINGS: State Attorneys General Oppose Confirmation
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that, if tobacco manufacturer Renegade Holdings Inc. is to
emerge from Chapter 11 reorganization, the bankruptcy judge in
Winston-Salem, North Carolina, must rule against state attorneys
general regarding escrow deposits cigarette producers make to
cover public health-care costs.  Renegade filed for bankruptcy
reorganization in early 2009.  A trustee was appointed to supplant
management.  The trustee filed a proposed reorganization plan
currently scheduled for hearing at a Nov. 14 confirmation hearing.

According to the report, states have the largest claim, ranging
from $9.1 million to $12.5 million, to replenish escrow funds
required by the 1998 settlement between tobacco makers and states.

The report relates that a company like Renegade is required to
make deposits into escrow along with every sale to cover states'
increased costs of health care caused by cigarette smoking.

The report notes that Renegade's Chapter 11 plan treats the
escrows as claims to be paid over four years.  The states take the
position that the escrow deficiencies aren't claims and must be
replenished in full if Renegade is to operate after emerging from
bankruptcy.  The plan provides a waterfall distribution formula,
where first payments go to the states to replenish the escrow over
a maximum of four years.  Once states are fully paid, unsecured
creditors with claims of about $1 million come next.  The court
approved disclosure statement says it's "unlikely" all claims will
be paid in full for shareholders to receive a distribution.

According to Bloomberg, payments to the states would be made by a
liquidating trust to be funded with $1.8 million cash from the
company plus another $13.2 million "primarily" from a later sale
of stock of Renegade.

The report discloses that the attorneys general find the plan
defective because there is no assurance the stock can be sold for
a price sufficient for full payment of the escrow deficiency.
They also believe the escrows must be replenished immediately on
confirmation.

Renegade will be filing papers on Nov. 5 telling the bankruptcy
judge why the plan passes muster with regard to the escrows.

                      About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.


REVEL ENTERTAINMENT: Bank Debt Trades at 22% Off
------------------------------------------------
Participations in a syndicated loan under which Revel
Entertainment Group LLC is a borrower traded in the secondary
market at 78.03 cents-on-the-dollar during the week ended Friday,
Oct. 5, a drop of 0.63 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 750 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Feb. 15, 2017, and carries Moody's Caa1 rating and
Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 201 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Revel Entertainment -- http://www.revelresorts.com/-- owns Revel,
a newly opened beachfront resort that features more than 1,800
rooms with sweeping ocean views.  The smoke-free resort has indoor
and outdoor pools, gardens, lounges, a 32,000-square-foot spa, a
collection of 14 restaurant concepts, and a casino.  Revel is
located on the Boardwalk at Connecticut Avenue in Atlantic City,
New Jersey.


RICH GLOBAL: "Rich Dad Poor Dad" Author's Company in Bankruptcy
---------------------------------------------------------------
The New York Post reports that Rich Global LLC, one of the
companies of "Rich Dad Poor Dad" author Robert Kiyosaki, has filed
for bankruptcy after being ordered to pay nearly $24 million to
the Learning Annex and its founder and chairman, Bill Zanker.

According to The Post, U.S. District Judge Shira A. Scheindlin in
April ordered Rich Global to pay up $23,687,957.21 after a jury
ruled Mr. Kiyosaki must give the Learning Annex a percentage of
his profits after using their platform for speaking engagements.
According to The Post, Rich Global filed for bankruptcy in Wyoming
on Aug. 20, 2012.

Mr. Zanker has told The Post, "I took Kiyosaki's brand and made it
bigger.  The deal was I would get a percentage, and he reneged.
We had a signed letter of intent.  The Learning Annex is the
greatest promoter.  We put his 'Rich Dad' brand on a stage.  We
truly prepared him for great fame and riches. But when it was time
for him to pay up, he said 'no.'"

"This has taken years in court. I won even more money than I asked
for from the jury, then he declared corporate bankruptcy. Oprah
believed in him, and Will Smith believed in him, but he didn't
keep his promise to us," Mr. Zanker said.

The Post notes Mr. Kiyosaki does business through as many as 10
corporations.

Mike Sullivan, CEO of Mr. Kiyosaki's Rich Dad Co., told The Post
that Mr. Kiyosaki, said to be worth $80 million, was still doing
very well thanks to investments in other companies: "The dealings
we had with Learning Annex were with a company that hasn't been in
business for a number of years . . . I am not surprised Learning
Annex is upset and angry, the money doesn't exist in that company,
and we can't bring money out of the group.

"Robert and [wife] Kim are not paying out of personal assets. We
have a few million dollars in this company, but not 16 or 20.  I
can't do anything about a $20 million judgment . . . We got hit
for what we think is a completely outlandish figure," according to
Mr. Sullivan.


RG STEEL: Donbu Metal Claim Transferred to QBE Insurance
--------------------------------------------------------
QBR Insurance Corporation informs the Bankruptcy Court that the
the proof of claim filed by Dongbu Metal USA, Inc., in the Chapter
11 case of WP Steel Venture LLC, et al., on July 30, 2012, in the
sum of $216,943 has been unconditionally transferred to QBE
Insurance Corporation on Aug. 24, 2012, in consideration of the
Insurer's payment of $195,248.93.  The transferor requests that
any dividend checks be made payable to:

         QBE Insurance Corporation
         Wall Street Plaza
         88 Pine Street
         New York, NY 10005
         Attn. Donna Messick

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as it's financial
advisor.


RG STEEL: Inks Settlement on Remaining Contingent Obligations
-------------------------------------------------------------
WP Steel Venture, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to approve a stipulation, entered Oct.
10, 2012, by and among the Debtors, the Official Committee of
Unsecured Creditors, postpetition financing agents and lenders,
pursuant to which the parties agree to fully settle and repay
certain remaining contingent and continuing Obligations, and to
grant agents and lenders certain releases.

Following (i) administrative agent Wells Fargo Capital Finance,
LLC's receipt of the net proceeds from the liquidation and/or
realization of the Collateral during the Debtors' Chapter 11
cases, and (ii) the application of the administrative agent of the
Applied Renco cash collateral, the outstanding principal amount of
Advances have been repaid and the remaining letter of credit has
been cash collateralized in accordance with the terms of the
credit agreement.

A copy of the Stipulation is available at:

http://bankrupt.com/misc/rgsteel.doc1330.pdf

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as it's financial
advisor.


RG STEEL: Can Employ ASK LLP to Litigate and Collect A/Rs
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
WP Steel Venture LLC, et al., to employ ASK LLP as special counsel
to the Debtors to review, analyze, collect and prosecute claims
regarding certain Accounts Receivable owed to the Debtors, nunc
pro tunc to Sept. 10, 2012.

As reported in the TCR on Sept. 26, 2012, ASK will charge legal
fees on a contingency fee basis of 5% for all gross collections
obtained on cases settled prior to the filing of a complaint, and
25% of all collections obtained on cases settled after the filing
of a complaint.  In addition, if ASK obtain a final judgment and
need to engage in post judgment enforcement or if an appeal is
filed by any party (including the Debtors) to a final judgment of
the trial court, ASK will be entitled to an additional 5% for post
judgment legal work.  ASK has also agreed to import all necessary
computer records and store paper files at no additional cost to
the Debtors.

ASK will advance all fees and expenses including adversary filing
fees and seek reimbursement only from gross collections.

To the best of the Debtor's knowledge, ASK is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as it's financial
advisor.


SAN FRANCISCO MEDICAL: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------------
Debtor: San Francisco Medical Associates, Inc.
        6301 Third St.
        San Francisco, CA 94124

Bankruptcy Case No.: 12-32859

Chapter 11 Petition Date: October 8, 2012

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: Stephen D. Finestone, Esq.
                  LAW OFFICES OF STEPHEN D. FINESTONE
                  456 Montgomery St. 20th Fl.
                  San Francisco, CA 94104
                  Tel: (415) 421-2624
                  E-mail: sfinestone@pobox.com

Scheduled Assets: $1,050,295

Scheduled Liabilities: $361,815

A copy of the Company's list of its two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/canb12-32859.pdf

The petition was signed by Patricia Coleman, president.


SESI LLC: Moody's Raises Corporate Family Rating to 'Ba1'
---------------------------------------------------------
Moody's Investors Service upgraded SESI, L.L.C.'s (a wholly-owned
subsidiary of Superior Energy Services, Inc.) Corporate Family
Rating (CFR) to Ba1 from Ba2 and its senior unsecured notes to Ba2
from Ba3 . The Speculative Grade Liquidity rating was changed to
SGL-1 from SGL-2. The rating outlook is stable. This action
concludes Moody's rating review, which commenced on October 11,
2011 upon SESI's announcement to acquire Complete Production
Services, Inc (Complete).

"SESI's upgrade reflects successful integration of the
substantially equity-funded (79%) Complete merger that has
significantly expanded the scale and breadth of services of the
company," noted Sajjad Alam, Moody's Analyst. "Complete's onshore
North American completion, production and drilling businesses are
largely complementary to SESI's pre-existing suite of service
lines, providing the combined entity increased exposure across the
well life-cycle and a more diversified platform to better compete
with larger players in the highly cyclical and commoditized
oilfield services industry."

Issuer: SESI, L.L.C.

  Upgrades:

    Corporate Family Rating, Upgraded to Ba1 from Ba2

    Probability of Default Rating, Upgraded to Ba1 from Ba2

    US$300M 6.875% Senior Unsecured Regular Bond/Debenture,
    Upgraded to Ba2 from Ba3

    US$500M 6.375% Senior Unsecured Regular Bond/Debenture,
    Upgraded to Ba2 from Ba3

    US$800M 7.125% Senior Unsecured Regular Bond/Debenture,
    Upgraded to Ba2 from Ba3

    Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
    SGL-2

  Outlook Actions:

    Outlook, Changed To Stable From Rating Under Review

Ratings Rationale

SESI's Ba1 Corporate Family Rating reflects the company's
meaningful size and scale in most US basins, diversified service
offerings, substantial production related focus and growing
international presence. The rating is also supported by the
company's relatively low and improving financial leverage, which
is trending towards 1.5x. SESI's ratings are adversely impacted by
the extremely competitive and highly cyclical industry landscape
dominated by much larger and financially stronger players. SESI's
management pro-actively tries to contain the inherent volatility
in its operating environment primarily by diversifying across
products, services, and geographies and by maintaining a strong
balance sheet.

The Ba2 rating on SESI's senior unsecured notes reflects both the
overall probability of default of SESI, to which Moody's assigns a
Probability of Default of Ba1, and a loss given default of LGD 4
(67%). Under Moody's Loss Given Default Methodology, the senior
unsecured notes are rated one notch below the Ba1 CFR reflecting
the contractual subordination of the notes to SESI's large secured
bank credit facility. The current $600 million bank credit
facility is secured by substantially all of SESI's assets and
expires in 2017. Both the credit facility and senior unsecured
notes are guaranteed by Superior Energy Services, Inc. and
substantially all of Superior's wholly-owned subsidiaries.

SESI should have very good liquidity through the end 2013, which
is reflected in the SGL-1 rating. With management's expectation to
reduce capex by as much as 40% in 2013, the company is poised to
generate significant free cash flow, a portion of which will
likely be used towards debt reduction. The company's liquidity
profile is enhanced by an undrawn $600 million revolving credit
facility ($549 available at June 30,2012 after accounting for
letters of credit) that is unlikely to be utilized barring a
significant acquisition. There is ample cushion under the
financial covenants governing the credit facility and SESI should
have full access through 2013. While substantially all of SESI's
domestic assets are pledged to the secured credit facility
lenders, given its broad-based businesses, the company has some
flexibility to raise liquidity through asset dispositions.

Enhanced scale and successful execution of international growth
together with ongoing low financial leverage will drive further
upward rating momentum. An upgrade to Baa3 is possible if
management exhibits its commitment and ability to hold debt/EBITDA
leverage below 2x through the cycle.

The ratings could face downward pressure if management pursues
aggressive operating and financial policies. A downgrade could
result if leverage rises above 3x or the company substantially
debt-funds a material acquisition or share buyback program.

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

SESI, L.L.C. is a wholly-owned subsidiary of Superior Energy
Services, Inc., which is a diversified oilfield services company
headquartered in Houston, Texas.


SKY KING: Can Pay Critical Vendors' Prepetition Claims
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
authorized Sky King, Inc., to pay certain critical prepetition
obligations to:

   1. Port Authority NY & NJ - 350741            -- $3,515
   2. Miami Dade Aviation Authority              -- $39,632
   3. Hillsborough County Aviation Authority     -- $11,390

The Court also ordered that the Debtor is authorized to pay the
Airport Authorities fixed prepetition claims, but not only to the
extent the Airport Authority refuse, or there is an imminent
threat of refusal, to allow the Debtor to continue use of the
services and benefits provided by the Airport Authorities without
payment of such prepetition claim.

                         About Sky King

Sky King, Inc., doing business as Sky King Airlines, filed a
Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-35905) on
Aug. 31, 2012, estimating less than $50 million in assets and
liabilities.   The Debtor disclosed $2,944,561 in assets and
$20,890,798 in liabilities as of the Chapter 11 filing.

Sky King -- http://www.flyskyking.net/-- is a charter airline
based in Sacramento, California.  The airline provides charter
service to sports teams and businesses using Boeing 737 aircraft.
Sky King was founded by Gregg Lukenbill in July 1990, then the
managing partner of the Sacramento Kings basketball club of the
National Basketball Association.

Sky King first filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Calif. Case No. 10-25657) on March 9, 2010.  It emerged in
June 11 with new owner Aviation Capital Partners Group.

Bankruptcy Judge Christopher M. Klein oversees the 2012 case.
Robert E. Opera, Esq., at Winthrop Couchot Professional
Corporation, serves as the Debtor's counsel.  The petition was
signed by Dennis Steven Brown, secretary.

The U.S. Trustee appointed a three member creditors committee.


SKY KING: Files Schedules of Assets and Liabilities
---------------------------------------------------
Sky King, Inc. filed with the U.S. Bankruptcy Court for the
Eastern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $2,944,561
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,558,462
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $744,884
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $16,587,452
                                 -----------      -----------
        TOTAL                     $2,944,561      $20,890,798

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

                         About Sky King

Sky King, Inc., doing business as Sky King Airlines, filed a
Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-35905) on
Aug. 31, 2012, estimating less than $50 million in assets and
liabilities.

Sky King -- http://www.flyskyking.net/-- is a charter airline
based in Sacramento, California.  The airline provides charter
service to sports teams and businesses using Boeing 737 aircraft.
Sky King was founded by Gregg Lukenbill in July 1990, then the
managing partner of the Sacramento Kings basketball club of the
National Basketball Association.

Sky King first filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Calif. Case No. 10-25657) on March 9, 2010.  It emerged in
June 11 with new owner Aviation Capital Partners Group.

Bankruptcy Judge Christopher M. Klein oversees the 2012 case.
Robert E. Opera, Esq., at Winthrop Couchot Professional
Corporation, serves as the Debtor's counsel.  The petition was
signed by Dennis Steven Brown, secretary.

The U.S. Trustee appointed a three member creditors committee.


SKY KING: Taps Winthrop Couchot as General Insolvency Counsel
-------------------------------------------------------------
Sky King, Inc., filed with the U.S. Bankruptcy Court for the
Eastern District of California for permission to employ Winthrop
Couchot Professional Corporation as its general insolvency
counsel.

                         About Sky King

Sky King, Inc., doing business as Sky King Airlines, filed a
Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-35905) on
Aug. 31, 2012, estimating less than $50 million in assets and
liabilities.  The Debtor disclosed $2,944,561 in assets and
$20,890,798 in liabilities as of the Chapter 11 filing.

Sky King -- http://www.flyskyking.net/-- is a charter airline
based in Sacramento, California.  The airline provides charter
service to sports teams and businesses using Boeing 737 aircraft.
Sky King was founded by Gregg Lukenbill in July 1990, then the
managing partner of the Sacramento Kings basketball club of the
National Basketball Association.

Sky King first filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Calif. Case No. 10-25657) on March 9, 2010.  It emerged in
June 11 with new owner Aviation Capital Partners Group.

Bankruptcy Judge Christopher M. Klein oversees the 2012 case.
Robert E. Opera, Esq., at Winthrop Couchot Professional
Corporation, serves as the Debtor's counsel.  The petition was
signed by Dennis Steven Brown, secretary.

The U.S. Trustee appointed a three member creditors committee.


SKY KING: U.S. Trustee Forms 3-Member Creditors Committee
---------------------------------------------------------
August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of unsecured
Creditors in the Chapter 11 cases of Sky King, Inc.

The Committee is comprised of:

      1. Anderton Limited
         A subsidiary of Triton Aviation
         Attn: Raquel Brinkman
         55 Green Street
         San Francisco, CA 94111
         Tel: (415) 7413-0366
         E-mail: rbrinkman@triu.com

      2. Aergo Leasing 111 Limited
         Attn: Jeffrey Bast
         BastAmron Attorneys at Law
         SunTrust International Center
         One Southeast Third Avenue, Suite 1440
         Miami, FL 33131
         Tel:(305) 379-7906
         E-mail: jbast@bastamron.com
                 anthony.oconnor@aergogroup.com

      3. AerSale 23440, LLC, AerSale 23441, LLC,
         AerSale 25417, LLC,
         Subsidiaries of AerSale, Inc.
         Attn: Gary Eakins
         121 Alhambra Plaza, Suite 1110
         Coral Gables, FL 33134
         Tel: (305) 764-3245
         E-mail: Gary.Eakins@aersale.com

                         About Sky King

Sky King, Inc., doing business as Sky King Airlines, filed a
Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-35905) on
Aug. 31, 2012, estimating less than $50 million in assets and
liabilities.  The Debtor disclosed $2,944,561 in assets and
$20,890,798 in liabilities as of the Chapter 11 filing.

Sky King -- http://www.flyskyking.net/-- is a charter airline
based in Sacramento, California.  The airline provides charter
service to sports teams and businesses using Boeing 737 aircraft.
Sky King was founded by Gregg Lukenbill in July 1990, then the
managing partner of the Sacramento Kings basketball club of the
National Basketball Association.

Sky King first filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Calif. Case No. 10-25657) on March 9, 2010.  It emerged in
June 11 with new owner Aviation Capital Partners Group.

Bankruptcy Judge Christopher M. Klein oversees the 2012 case.
Robert E. Opera, Esq., at Winthrop Couchot Professional
Corporation, serves as the Debtor's counsel.  The petition was
signed by Dennis Steven Brown, secretary.


SNL FINANCIAL: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Charlottesville, Va.-based SNL Financial LC to stable from
positive and affirmed the 'B' corporate credit rating.

"At the same time, we assigned 'B' issue-level ratings to the
company's $290 million senior first-lien credit facilities (the
same level as the corporate credit rating) with recovery ratings
of '3', indicating our expectation of meaningful (50% to 70%)
recovery for debtholders in the event of a payment default. The
senior secured credit facilities consist of a $30 million revolver
due 2017 and a $260 million term loan due 2018," S&P said.

"The outlook revision reflects our expectation that despite
positive operating trends, the special dividend increases debt
leverage higher than we previously anticipated," said Standard &
Poor's credit analyst Chris Valentine.

"Our 'B' corporate credit rating on SNL reflects our view that the
company will post low-double-digit revenue and EBITDA growth over
the balance of 2012, and that growth momentum will continue in
2013, albeit with ongoing high leverage. Despite our expectation
of EBITDA growth we expect deleveraging to be minimal over the
intermediate term due to the private equity sponsor's demonstrated
aggressive financial policy following the initial LBO in July
2011. In our assessment, SNL's business risk profile is 'weak'
under our criteria because of its narrow business position,
relatively small size, and revenue exposure to volatile financial
markets and the eurozone. We regard the financial risk profile as
'highly leveraged' under our criteria based on the company's high
pro forma lease-adjusted debt-to-EBITDA ratio in the mid-7x area
as of June 30, 2012, EBITDA, and on the private-equity owner's
financial policy, given the proposed transaction and a
demonstrated acquisitive growth history," S&P said.

SNL company compiles, analyzes, and publishes corporate, market,
and financial information on companies in the banking, insurance,
financial services, real estate, energy, and media and
communications industries. SNL's heavy reliance on financial
markets means that a decline in financial markets or any merger
and acquisition activity could hurt revenues, particularly when
contracts come up for renewal. "We also see a significant risk
that longer term, much larger and more well-established companies
like Thomson Reuters or Bloomberg LLC could decide to compete
directly with SNL for the same business. These risk factors are
only partly offset by the company's high percentage of
subscription-based revenue and a record of growth during the 2008-
2009 economic downturn," S&P said.


SOLYNDRA LLC: Chapter 11 Plan Is Ploy to Skirt Taxes, IRS Says
--------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that the Internal
Revenue Service moved to derail Solyndra LLC's bankruptcy plan on
Wednesday, claiming the plan cannot be approved because its
"principal purpose" is to help the defunct solar company's private
equity owners avoid paying taxes.

While Solyndra is liquidating, the plan preserves its parent as an
"empty shell" corporation that only exists so investors Argonaut
Ventures I LLC and Madrone Partners LP, which also sponsored the
plan, can utilize some $350 million in tax breaks accrued by the
failed company, the IRS said.

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.


SOUTH LAKES: Frazer LLP Approved as Accountant and Consultant
-------------------------------------------------------------
The Hon. W. Richard Lee of the U.S. Bankruptcy Court for the
Eastern District of California authorized South Lakes Dairy Farm
to employ Frazer, LLP as accountant and consultant.

Frazer has been performing accounting services for the Debtor
since 2005.  Frazer will, among other things:

   a) render accounting and tax services; and

   b) prepare tax returns and financial statements.

Frazer does not owe money to the Debtor.  The Debtor has a
prepetition balance of $24,210 owed to Frazer.  However, Frazer
has agreed to waive its prepetition claim as a condition for
employment by the estate.  Frazer was paid a retainer of $10,000
on Aug. 15, 2012, in connection with its representation of the
Debtor.

The hourly rates of Frazer's personnel are:

         Partners                         $305 - $400
         Directors                        $290 - $300
         Managers                         $230 - $285
         Senior and staff Accountants     $120 - 225
         Computer/Clerical                    $50

To the best of the Debtor's knowledge, Frazer has no interest
adverse to the Debtor or estate or any class of creditors in any
of the matters which it to be engaged.

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012, disclosing $19.5 million
in assets and $25.4 million in liabilities in its schedules.  The
Debtor said it has $1.97 million in accounts receivable charged to
Dairy Farmers of America on account of milk proceeds, and that it
has cattle worth $12.06 million.  The farm owes $12.7 million to
Wells Fargo Bank on a secured note.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

The Official Committee of Unsecured Creditors tapped Blakeley &
Blakeley LLP as its counsel.


SOUTH LAKES: Klein Denatale Approved as General Bankruptcy Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
authorized South Lakes Dairy Farm to employ Jacob L. Eaton and
Klein, Denatale, Goldner, Cooper, Rosenlieb & Kimball, LLP as
general counsel.

Mr. Eaton will be the lead attorney in the Debtor's case.  The
Debtor related that counsel received a $50,000 retainer.

To the best of the Debtor's knowledge, Mr. Eaton and Klein
Denatale are "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012, disclosing $19.5 million
in assets and $25.4 million in liabilities in its schedules.  The
Debtor said it has $1.97 million in accounts receivable charged to
Dairy Farmers of America on account of milk proceeds, and that it
has cattle worth $12.06 million.  The farm owes $12.7 million to
Wells Fargo Bank on a secured note.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

The Official Committee of Unsecured Creditors tapped Blakeley &
Blakeley LLP as its counsel.


SOUTH LAKES: Oct. 25 Hearing on B&B as Committee's Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
will convene a hearing on Oct. 25, 2012, at 9:00 a.m., to consider
the request of the Official Committee of Unsecured Creditors in
the Chapter 11 case of South Lakes Dairy Farm to retain Blakeley &
Blakeley LLP as its counsel.

The hourly rates of B&B's personnel are:

         Scott E. Blakeley             $495
         Bradley D. Blakeley           $395
         Ronald A. Clifford            $295
         Peter M. Sweeney              $295
         Other Associates              $245
         Law Clerks                    $145
         Paralegals                    $145

To the best of the Committee's knowledge, the firm does not hold
or represent any interest adverse to the Debtor, any creditors, or
the Chapter 11 case that would impair B&B's ability to objectively
perform professional services for the Committee.

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012, disclosing $19.5 million
in assets and $25.4 million in liabilities in its schedules.  The
Debtor said it has $1.97 million in accounts receivable charged to
Dairy Farmers of America on account of milk proceeds, and that it
has cattle worth $12.06 million.  The farm owes $12.7 million to
Wells Fargo Bank on a secured note.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

The Official Committee of Unsecured Creditors tapped Blakeley &
Blakeley LLP as its counsel.


SOUTH LAKES: Two Entities Join Creditors Committee
--------------------------------------------------
August B. Landis, the Acting U.S. Trustee for Region 17, amended
the appointment of the Official Committee of Unsecured Creditors
in the Chapter 11 case of South Lakes Dairy Farm to reflect the
addition of Pitigliano Farms and Seley & Company.

The Committee now comprises of:

      1. Cal-By Products
         Attn: Lyle W. Ens
         P.O. Box 9247
         Fresno CA 93791-9247

      2. Center for Race, Poverty and the Environment
         Attn: Caroline Farrell
         1012 Jefferson Street
         Delano, CA 93215

      3. Gillespie AG Service
         Attn: Dana Gillespie
         15301 Road 192
         Porterville, CA 93257-8967

      4. Pitigliano Farms
         Attn: Charlie Pitigliano
         P.O. Box 9
         Tipton, CA 93272

      5. Seley & Company
         Attn: Michael L. Seley
         1515 Hope Street
         South Pasadena, CA 91030

      6. Troost Hay Sales
         Attn: Richard Owens
         400 Carsen Way
         Shafter CA 93263

      7. Western Milling, LLC
         Attn: Mark La Bounty
         P.O. Box 1029
         Goshen CA 93227-1028

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012, disclosing $19.5 million
in assets and $25.4 million in liabilities in its schedules.  The
Debtor said it has $1.97 million in accounts receivable charged to
Dairy Farmers of America on account of milk proceeds, and that it
has cattle worth $12.06 million.  The farm owes $12.7 million to
Wells Fargo Bank on a secured note.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

The Official Committee of Unsecured Creditors tapped Blakeley &
Blakeley LLP as its counsel.


SOUTH VALLEY: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: South Valley Animal Clinic, P.A.
        4021 Isleta Blvd SW
        Albuquerque, NM 87105

Bankruptcy Case No.: 12-13708

Chapter 11 Petition Date: October 8, 2012

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Robert H. Jacobvitz

Debtor's Counsel: Christopher M. Gatton, Esq.
                  LAW OFFICE OF GEORGE DAVE GIDDENS, PC
                  10400 Academy Rd., #350
                  Albuquerque, NM 87111
                  Tel: (505) 271-1053
                  Fax: (505) 271-4848
                  E-mail: chris@giddenslaw.com

Scheduled Assets: $835,579

Scheduled Liabilities: $1,178,518

A copy of the Company's list of its 17 largest unsecured creditors
is available for free at http://bankrupt.com/misc/nmb12-13708.pdf

The petition was signed by Dr. W.C. Heite, president.


SPECTRUM BRANDS: Plan Buy Prompts Fitch to Affirm Low-B Rating
--------------------------------------------------------------
Fitch Ratings has affirmed Spectrum Brands Inc.'s ratings
following the announcement that the company will acquire Stanley
Black & Decker's Hardware & Home Improvement Group (HHI) for $1.4
billion in cash.  The acquisition is expected to be debt financed
and finalized by the end of the company's second quarter subject
to customary closing conditions.
Fitch affirms Spectrum's rating as follows:

  -- Long-term Issuer Default Ratings (IDR) 'BB-':
  -- $300 million senior secured revolving credit agreement 'BB-';
  -- $370 million senior secured term loan 'BB-';
  -- $950 million 9.5% senior secured notes 'BB-';
  -- $300 million 6.75% senior unsecured notes at 'BB-'.

The Rating Outlook is Stable.

Rating Rationale:

This is clearly a leveraging transaction with opening day
debt/adjusted EBIDTA increasing to 4.6x from an estimated 3.4x at
the fiscal year ended Sept. 30, 2012.  Nonetheless, the
affirmation is supported by Spectrum's solid track record of
improving margins, low single digit organic growth rates since
2009, ample levels of free cash flow and higher margins and
additional FCF to be garnered from HHI.

The acquisition is accretive and fits from a financial
perspective, particularly as HHI is reported to have strong and
stable FCF.  The acquisition also allows the company to further
diversify its customer base.  In purchasing HHI, Spectrum adds an
established entity with higher EBITDA margins and less seasonal
FCF.  There are minimal integration risk and synergy expectations.
Both companies have the same marketing strategy based on value
with similar performance to premium priced products.

Rating Outlook:

The Outlook is Stable based on Fitch's expectation of improving
FCF and management's ability to de-lever to well below 4.0x within
an 18-24 month period after closing.  However, there is no room in
Spectrum's rating for any leveraging transaction. Adding leverage
in a slowing global economy could pose some risk despite our
expectation of marked improvements in FCF.  Fitch anticipates that
FCF will decline moderately in 2013 given acquisition related fees
and modest integration spending. However FCF should increase
markedly in 2014 to more than the $150 million expected in 2012.
Spectrum generates the bulk of its FCF in the fourth quarter, and
much of that has been used to voluntarily reduce debt.  Fitch
expects this to continue.  Leverage is also likely to trend higher
at the end of 2013 without a full year of HHI's performance but
then improve markedly in 2014.

Corporate Governance:

Spectrum is a controlled company with limited independent
directors and has a 57.5% majority owner in Harbinger Group, Inc.
(NYSE: HRG; rated 'B', Outlook Stable).  HRG is a publicly listed
entity controlled by funds managed by or affiliated with Harbinger
Capital Partners LLC (collectively 'Harbinger Capital'), a hedge
fund. Harbinger Capital owns approximately 93% of HRG.  HRG is a
holding company primarily focused on obtaining longer-term,
controlling equity stakes in other companies.

HRG uses the value of its portfolio investments as collateral for
its own debt.  HRG has pledged its Spectrum shares as part of the
collateral for its 10.625%, $500 million notes.  The collateral is
valued at approximately $1.2 billion.  Debt incurrence and
maintenance covenants in both Spectrum's and HRG's debt facilities
helps to support credit protection measures.  Additionally, HRG
has to maintain certain collateral coverage levels.  HRG has a
comfortable collateral cushion.  Fitch monitors HRG's covenant
cushion and compliance as part of Spectrum's rating.

Harbinger Capital Partners Master Fund I, Ltd., (an affiliate of
Harbinger Capital) owns 50.9% of HRG on a fully diluted basis and
has also pledged all of its shares in HRG together with securities
of other issuers.  If there was a foreclosure or sale of the HRG
shares pledged as collateral, it would be a change of control of
HRG and Spectrum, respectively.  The change would not only
accelerate all of Spectrum's and HRG's debt and preferred stock,
but would cause Spectrum to be unable to use its net operating
losses, which could negatively affect cash flows.  Spectrum would
need a waiver on its term loan and revolver, and might also need a
waiver on its notes, as it is required to offer to repurchase
those instruments.

Financial Performance and Liquidity:

For the first nine months ended July 1, 2011, Spectrum's revenues
increased almost 2.6% due primarily to increased volumes of 3%,
acquisitions of 1.5% and partially offset by (1.9%) of negative
foreign exchange translation.  The EBITDA margin of 14.7x at the
LTM continues to increase with slow but steady sales growth and
cost containment efforts.  Leverage was 3.8X but is expected to be
3.4x at year end with $150 million of prepayments made in the
fourth quarter.

FCF continues its typical path of being negative in the first
quarter but improving sequentially each quarter and was $120
million at the LTM.  Spectrum's fourth quarter 2012 FCF is
estimated to be at least $253 million, a 12% increase from fourth-
quarter 2011.  Fitch estimates Spectrum's 2012's FCF to be at
least $150 million, which would be the third year in a row of
positive free cash flow.  If the special one-time dividend last
month was excluded, FCF would have improved sequentially in each
of the past three years.

Spectrum's liquidity is good. It had $195 million in borrowing
availability at the end of June 2012 under its secured revolving
credit agreement and $62 million in cash.  Current debt maturities
are very modest through 2015 with less than $15 million due in
each of the next three years.

Rating Action Triggers:

Negative: Any change in management's strategy to de-lever to the
2.5x to 3.5x level within 24 months after the acquisition closes
would have negative rating implications.  A new and sizeable
leveraging transaction that would keep leverage above the mid 4x
range could also have negative rating implications.

Governance Implications Potentially Negative: A change of control
due to issues with the majority owner could have negative rating
implications.  An event of default could occur if HRG and
affiliates own less than 35% of Spectrum.  If there is a change of
control, it would most likely be due to foreclosure on the assets
(Spectrum shares) backing financings at the parent level.  In this
event, all of Spectrum's debt could accelerate unless the company
obtains waivers.  Any event related to a potential change of
control at the Harbinger Capital level will be assessed upon
occurrence.

Positive: Unlikely in the near term given the acquisition
announcement and the expected increase in leverage.


SPECTRUM BRANDS: Stanley Deal No Impact on Moody's 'B1' Rating
--------------------------------------------------------------
Moody's Investors Service said Spectrum Brands (B1 stable) said on
October 9 that it had has signed a definitive agreement to acquire
the Hardware & Home Improvement Group ("HHI") of Stanley Black &
Decker, Inc. (Baa1 stable) for $1.4 billion in cash. Spectrum said
it will finance the acquisition with debt.

The proposed acquisition will not have any affect on Spectrum's B1
Corporate Family Rating, but may result in a higher rating for its
secured facilities (currently rated B1) owing to the additional
unsecured obligations in the capital structure, which provides for
additional loss absorption.

Rating Rationale

Excluding the proposed acquisition of HHI, Spectrum Brand's B1
Corporate Family Rating reflected its high, albeit decreasing,
financial leverage at 4.3 times and its modest size with revenues
around $3 billion. The highly competitive industry that Spectrum
operates in competing against bigger and better capitalized
companies also constrains the rating. Spectrum's ratings benefit
from its good product diversification with products ranging from
personal care items, to pet food and small appliances. The
shareholder oriented propensity of its largest shareholder,
Harbinger Group, is reflected in the rating. The rating also
reflects the general stability in performance during the recession
and Moody's expectation that credit metrics will continue
improving in the near to mid-term. Spectrum's good liquidity
profile is also reflected in the rating as is its increasing
international penetration. Having around 20% of its business in
Europe is a risk as many European countries are dealing with
economic uncertainty.

The rating is unlikely to be upgraded in the near term because of
the leverage incurred in the HHI acquisition. In the intermediate
term, the rating could be upgraded if the company consistently
improves its earnings and pays down debt. Key credit metrics
necessary for an upgrade would be debt/EBITDA sustained well below
4 times (currently 5.3 times on a proforma basis) and maintaining
EBITA margins in the mid teens.

The biggest risks that could result in a downgrade are aggressive
capital structure moves by Harbinger Group, a debt financed
acquisition that results in a sustained increase in leverage and
excessively high raw material costs that cannot be passed through
to retailers. Key credit metrics driving a downgrade are
debt/EBITDA consistently over 5.5 times and mid to high single
digit operating margins.

The principal methodology used in rating Spectrum Brands was
Moody's Global Packaged Goods Industry methodology published in
July 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 Madison, Wisconsin, Spectrum Brands, Inc. is a
global consumer products company with a diverse product portfolio
including consumer batteries, lawn and garden, electric shaving
and grooming, and household insect control. Sales for the twelve
months ended June 30, 2012 approximated $3.2 billion ($4.2 billion
proforma for proposed HHI acquisition).


SPECTRUM BRANDS: Moody's Says Stanley Deal Neutral in Near Term
---------------------------------------------------------------
Moody's Investors Service said that Spectrum Brands' acquisition
of Stanley Black & Decker Home & Hardware business is neutral in
the near term, but positive in the long run for Harbinger Group,
but not enough to move its rating or outlook

Spectrum Brands (B1 stable) said on October 9th that it had has
signed a definitive agreement to acquire the Hardware & Home
Improvement Group ("HHI") of Stanley Black & Decker, Inc. (Baa1
stable) for $1.4 billion in cash. Spectrum said it will finance
the acquisition with debt. The proposed acquisition is neutral for
Harbinger Group in the near term but is a long-term positive.

Located in New York City, Harbinger Group is a holding company
that is majority owned by the Harbinger Capital and its related
entities. The company's principal focus is to identify and
evaluate business combinations or acquisitions of businesses.

The principal methodologies used in rating HRG was Moody's Global
Packaged Goods Industry methodology published in July 2009,
Moody's Rating Methodology for U.S. Health Insurance Companies
published in May 2011 and Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009. Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
on Moody's Web site.


STRATEGIC AMERICAN: Namibia Investment A Gamble, Report Says
------------------------------------------------------------
Duma Energy Corp., formerly Strategic American Oil Corporation,
has been featured in a Houston Business Journal cover story
following an interview with CEO Jeremy G. Driver that covers
Duma's recently announced venture into Namibia, Africa.  The
article appeared on the front cover of the Sept 28, 2012, issue.

According to the report, the prospects of Namibia represent a
game-changer for Duma and its shareholders.  Deon Daugherty said
Duma (which is the Swahili word for "cheetah") has seized an
opportunity to make a potential killing in the African nation of
Namibia.

Namibia, which oil reserves remain relatively unproven, is
estimated to yield more than 1 billion barrels of oil from onshore
assets.

As reported in the Sept. 17, 2012, edition of the TCR, Duma has
received a 39% working interest (43.33% cost responsibility) in an
onshore African petroleum concession located in the Republic of
Namibia which is approximately 5.3 million acres in size covered
by Petroleum Exploration License No. 0038 issued by the
Republic of Namibia Ministry of Mines and Energy.

Duma holds its indirect working interest in the Concession in
partnership with the National Petroleum Corporation of Namibia
Ltd. and Hydrocarb Namibia Energy Corporation.

In addition, Duma recently received an "Outperform" rating by
Zacks Investment Research with a 6-month price target of $5.00.
The Zacks analyst report is now available on the Company's Web
site at www.duma.com and the news article is available at
HoustonBusinessJournal.

                     About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
Strategic American a net loss of $10.28 million on $3.41 million
of revenue for the year ended July 31, 2011, compared with a net
loss of $3.49 million on $531,736 of revenue for the same period
during the prior year.

The Company reported a net loss of $4.41 million on $5.28 million
of revenue for the nine months ended April 30, 2012, compared with
a net loss of $9.94 million on $1.48 million of revenue for the
same period a year ago.

The Company's balance sheet at April 30, 2012, showed $23.93
million in total assets, $11.53 million in total liabilities and
$12.39 million in total stockholders' equity.


SUN AVIATION: Court Sets Nov. 5 as General Claims Bar Date
----------------------------------------------------------
Judge Mary F. Walrath issued an order requiring non-governmental
entities asserting claims against Sun Aviation Services LLC to
file their proofs of claim by Nov. 5, 2012.  Governmental entities
have until April 3, 2013, to submit proofs of claim.

Proofs of Claim must be mailed to:

          Sun Aviation Services, LLC
          Claims Processing Center
          c/o Epiq Bankruptcy Solutions, LLC
          FDR, Sation, P.O. Box 5269
          New York, NY 10150-5269

Headquartered in Tampa, Florida, Pemco World Air Services --
http://www.pemcoair.com/-- performs large jet MRO services, and
has operations in Dothan, AL (military MRO and commercial
modification), Cincinnati/Northern Kentucky (regional aircraft
MRO), and partner operations in Asia.

Pemco filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case
No. 12-10799) on March 5, 2012.  Young Conaway Stargatt & Taylor,
LLP has been tapped as general bankruptcy counsel; Kirkland &
Ellis LLP as special counsel for tax and employee benefits issues;
AlixPartners, LLP as financial advisor; Bayshore Partners, LLC as
investment banker; and Epiq Bankruptcy Solutions LLC as notice and
claims agent.

On March 14, 2012, the U.S. Trustee appointed an official
committee of unsecured creditors.

On April 13, 2012, Sun Aviation Services LLC (Bankr. D. Del. Case
No. 12-11242) filed its own Chapter 11 bankruptcy petition.  Sun
Aviation owns 85.08% of the stock of Pemco debtor-affiliate WAS
Aviation Services Holding Corp., which in turn owns 100% of the
stock of debtor WAS Aviation Services Inc., which itself owns 100%
of the stock of Pemco World Air Services Inc.  Pemco also owes Sun
Aviation $5.6 million.  As a result, Sun Aviation is seeking
separate counsel.  However, Sun Aviation obtained an order jointly
administering its case with those of the Pemco debtors.

On June 15 the bankruptcy court approved sale of Pemco's business
for $41.9 million cash to an affiliate of VT Systems Inc. from
Alexandria, Virginia.  Boca Raton, Florida-based Sun Capital was
under contract to make the first bid at auction for the provider
of heavy maintenance and repair services for commercial jet
aircraft.


TC GLOBAL: Files for Chapter 11 Protection
------------------------------------------
BankruptcyData.com reports that privately-held TC Global (dba
Tully's Coffee) filed for Chapter 11 protection with the U.S.
Bankruptcy Court in the Western District of Washington, case
number 12-20253.  The Company is represented by Gayle E. Bush of
Bush Strout & Kornfeld.

The Company announced that the bankruptcy filing "coincides with a
plan to close a number of [its] underperforming locations and to
keep operating those that make financial sense for the future of
[its] business." A corporate release explains, "This was a
carefully considered decision made by our Board of Directors and
Leadership Team following extensive analysis of all available
options, and after consulting with the highly regarded Deloitte
Corporate Restructuring Group."

Although the Company is not publicly-traded, it must file
quarterly and other reports with the SEC because it has more than
500 shareholders, BankruptcyData.com says.

                        About TC Global

TC Global, Inc., dba Tully's Coffee, is a specialty coffee
retailer and wholesaler.  Through company owned, licensed and
franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at nearly 600 branded retail locations
globally, including more than 200 in the United States.  TC Global
also has the rights to distribute Tully's coffee through all
wholesale channels internationally, outside of North America, the
Caribbean and Japan. TC Global's corporate headquarters is located
at 3100 Airport Way S, in Seattle, Washington.  See
http://www.TullysCoffeeShops.com

The Company reported a net loss attributable to TC Global, Inc.,
of $5.21 million on $38.26 million of net sales for the year ended
April 3, 2011, compared with a net loss attributable to TC Global,
Inc., of $5.19 million on $39.57 million of net sales for the year
ended March 28, 2010.

TC Global's balance sheet at Jan. 1, 2012, showed $7.47 million in
total assets, $16.94 million in total liabilities and a $9.46
million total stockholders' deficit.

In the auditors' report accompanying the financial statements for
year ended April 3, 2011, Moss Adams LLP, in Seattle, Washington,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and has limited working
capital to fund operations.


TERRESTAR NETWORKS: Parent's Ch. 11 Plan Confirmed
--------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that TerreStar Corp. and
several subsidiaries are set to exit bankruptcy protection after a
New York bankruptcy judge approved their Chapter 11 plan
Wednesday, thanks largely to key settlements reached with
Jefferies & Co., Sprint Communications Co. LP and Elektrobit Inc.

U.S. Bankruptcy Judge Sean H. Lane approved the TerreStar Networks
Inc. parent's Chapter 11 plan, allowing it to follow the cellphone
service provider out of bankruptcy protection, an attorney for the
debtors told Law360 late Wednesday.

                       About TerreStar Corp.

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010. The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors. TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL). The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission. TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones. The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue. TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent. Blackstone
Advisory Partners LP is the financial advisor. The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases. FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar Networks sold its business to Dish Network Corp. for
$1.38 billion. It canceled a June 2011 auction because there were
no competing bids submitted by the deadline.

TerreStar Networks previously filed a reorganization plan that
called for secured noteholders to swap more than $850 million in
debt for nearly all the equity in reorganized TerreStar. Junior
creditors, however, would see little recovery under that plan
while existing equity holders would be wiped out. TerreStar
Networks scrapped that plan in 2011 in favor of the auction.

In November 2011, TerreStar Networks filed a liquidating Chapter
11 plan after striking a settlement with creditors. The
creditors' committee initiated lawsuits in July to enhance the
recovery by unsecured creditors.

Judge Lane approved on Feb. 14, 2012, TerreStar Networks Inc.'s
Chapter 11 plan to divvy up the proceeds from the sale to Dish
Network.


TRANSDIGM INC: Moody's Assigns $150-Mil. Term Loan to 'Ba2'
-----------------------------------------------------------
Moody's Investors Service assigned new ratings to the planned
debts of TransDigm, Inc., the proceeds of which will fund a cash
dividend payment of $650 million to $850 million. All the
company's existing ratings, including the B1 Corporate Family
Rating, are unaffected. The rating outlook is stable.

Ratings assigned:

  $150 million incremental first lien term loan due 2017, Ba2,
  LGD2, 24%

  $500 million add-on subordinate notes due 2020, B3, LGD5, 80%

Ratings unchanged:

  Corporate Family, B1

  Probability of Default, B1

  $310 million first lien revolver due 2015, Ba2, LGD2, to 24%
  from 23%

  $2,050 million first lien term loan due 2017, Ba2, LGD2, to 24%
  from 23%

  $1,600 million subordinate notes due 2018, B3, LGD5, to 80%
  from 79%

  Speculative Grade Liquidity, SGL-1

Rating Outlook, Stable

Ratings Rationale

The B1 Corporate Family Rating is unchanged despite TransDigm's
plan to pay a special dividend to shareholders that will be debt
funded. Even with the incremental debt incurred to fund the
dividend, strong free cash flow should facilitate restoration of
credit metrics that are supportive of the rating over the next one
to two years. Pro forma for the full $850 million, debt to
revenues and debt to EBITDA (Moody's adjusted basis) would be 285%
and 6x respectively, at maximum levels for the rating. Still,
aftermarket demand for TransDigm's niche aerospace components,
which stems from strong air travel and aircraft maintenance
demand, should solidly drive earnings and cash flow. TransDigm's
favorable pricing position-- a function of its proprietary/sole
source manufacturing business model that has yielded +45% EBITDA
margins and 15% EBITA to average assets-- should also continue
over the next few years.

The Speculative Grade Liquidity rating of SGL-1, denoting very
good liquidity reflects $302 million of cash on hand as of June
30th and good size/low utilization of the company's $310 million
revolver. Near-term scheduled debt amortization will be low by
comparison (only about $22 million). The company's pending
revolving credit facility amendment would loosen financial ratio
maintenance test thresholds, making prospects for covenant
headroom good. The SGL-1 assumes that should the dividend exceed
$650 million, the extra amount would be funded in a way that would
not materially erode the company's liquidity.

The stable rating outlook considers both an aggressive financial
policy and a robust acquisition appetite that will together
sustain debt to EBITDA within the 4x to 6x range. The dividend's
size (at the full $850 million, about two years worth of future
free cash flow) and its timing (roughly three years since the
prior $400 million special dividend) sets a rising shareholder
expectation, one that will likely constrain the rating. Over the
next one to years, TransDigm's favorable earnings and cash flow
prospects should reduce debt to EBITDA to around 5x from the 6x
level that will follow the special dividend.

Upward rating momentum would depend on expectation of Debt to
EBITDA sustained below 4x and Retained Cash Flow to Debt sustained
above 15%. Downward rating pressure would follow a decline in
operating margin and operating cash flow, leading to Debt to
EBITDA sustained above 6x or Free Cash Flow to Debt below 2%.

The principal methodology used in rating TransDigm was the Global
Aerospace and Defense Industry Methodology published in June 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.

TransDigm Inc., headquartered in Cleveland, Ohio, is a
manufacturer of engineered aerospace components for commercial
airlines, aircraft maintenance facilities, original equipment
manufacturers and various agencies of the US Government. TransDigm
Inc. is the wholly-owned subsidiary of TransDigm Group
Incorporated. Revenues for the last 12 month period ending
June 30, 2012 were approximately $1.6 billion.


TRIBUNE CO: Bank Debt Trades at 24% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 75.61 cents-on-the-
dollar during the week ended Friday, Oct. 5, a drop of 0.30
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
17, 2014.  The loan is one of the biggest gainers and losers among
201 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TULLY'S COFFEE: Files Chapter 11; To Close Unprofitable Stores
--------------------------------------------------------------
TC Global, Inc., which does business as Tully's Coffee Shops and
Tully's Coffee Corporation, filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Wash. Case No. 12-20253) in Seattle on
Oct. 10, 2012.

Emily Parkhurst, staff writer at Puget Sound Business Journal,
reports that Tully's, including several in the Seattle area, also
announced it would close additional "unprofitable stores" in the
near future.  Tully's Seattle stores in Wallingford, Madison Park,
Columbia Tower, Fourth Avenue and Union Street, as well as stores
in Redmond and Kirkland, will all close their doors Sunday.

The report says Tully's -- which operates under the corporate name
TC Global Inc. -- listed $5.9 million in personal property as the
company's only assets and $3.7 million in total liabilities,
including $2.6 million in unsecured credit.

The report adds Tully's cash-flow issues have had a direct effect
on its ability to pay suppliers, including a $347,000 bill from
Green Mountain Coffee Roasters of Vermont.

The report relates, in 2009, Tully's sold its wholesale business
to Green Mountain Coffee for $40.3 million. That money allowed
Tully's to pay off its debts and provide a $6 million dividend to
shareholders.  The Green Mountain deal left Tully's with its
domestic retail and international retail and wholesale business.
Tully's also owes Seattle catering company Gretchen's Shoebox more
than $550,000 and the Seattle Times $22,000, the report notes.

                          About TC Global

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.TullysCoffeeShops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at nearly 600 branded retail locations
globally, including more than 200 in the United States.  TC Global
also has the rights to distribute Tully's coffee through all
wholesale channels internationally, outside of North America, the
Caribbean and Japan.


TXU CORP: Bank Debt Trades at 31% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 69.43 cents-on-the-dollar during the week
ended Friday, Oct. 5, an increase of 0.73 percentage points from
the previous week according to data compiled by LSTA/Thomson
Reuters MTM Pricing and reported in The Wall Street Journal.  The
Company pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017, and carries
Moody's Caa1 rating and Standard & Poor's CCC rating.  The loan is
one of the biggest gainers and losers among 201 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                       About Energy Future

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

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

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


UNITED GILSONITE: To Set Up $11.75 Million Asbestos Trust
---------------------------------------------------------
James Haggerty, writing for The Citizens' Voice, reports United
Gilsonite Laboratories proposes to contribute $11.75 million to a
trust fund to settle asbestos-related claims, according to a plan
of reorganization the company filed in September.  UGL would
provide $2 million and pledge $8 million more for a settlement
fund, and the company's shareholders would add $1.75 million.

The report says potential claimants would be required to file for
damages within a year of the plan's approval and their petitions
would undergo third-party evaluation to determine whether they
qualify.  Insurance contributions to the trust will not be
disclosed until about five days before the deadline for objections
to the proposal.

According to the report, Bankruptcy Judge Robert N. Opell II has
not set a time limit yet for objections.

The report says Michelle Margotta Neary, spokeswoman for UGL,
declined to comment on the plan.

The report relates UGL is a defendant in more than 950 asbestos-
related lawsuits in at least 14 states.  It filed for bankruptcy
after the company and its insurers paid more than $25 million in
asbestos-related claims, including $2 million in the three months
before the filing.

                     About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories is a
small family-owned corporation engaged in the manufacturing of
wood and masonry finishing products and paint sundries.  United
Gilsonite filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Pa. Case No. 11-02032) on March 23, 2011, to address asbestos-
related claims.  UGL is best known for Drylok, a leak-prevention
and waterproofing compound, and Zar wood finish.

Judge Robert N. Opel, II, oversees the case.  Mark B. Conlan,
Esq., at Gibbons P.C., serves as the Debtor's bankruptcy counsel.
Joseph M. Alu & Associates P.C. serves as accountants.  K&L Gates
LLP serves as special insurance counsel.  Garden City Group is the
claims and notice agent.  The Company disclosed $21,084,962 in
assets and $3,008,688 in liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Montgomery, McCracken, Walker & Rhoads, LLP,
represents the Committee.  The Committee retained Legal Analysis
Systems, Inc., as its consultant on the valuation of asbestos
liabilities.

James L. Patton, Jr., has been appointed as legal representative
for future holders of personal injury or wrongful death claims
based on alleged exposure to asbestos and asbestos-containing
products.  He retained Young Conaway Stargatt & Taylor LLP as his
attorneys.

Charter Oak Financial Consultants LLC serves as financial advisor
to the Unsecured Creditors Committee and the Future Claimants
Representative.


UNITED WESTERN: Facing Dismissal Motion From U.S. Trustee
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that United Western Bancorp Inc., the holding company for
a bank taken over by regulators in January 2011, belongs in a
Chapter 7 liquidation, or the case should be dismissed outright,
according to the U.S. Trustee in Denver.

According to the report, United Western filed a Chapter 11
petition in March to continue a lawsuit against the U.S.
Comptroller of the Currency alleging that the regulatory takeover
of the bank subsidiary was "arbitrary and capricious."  As
bankruptcy watchdog for the U.S. Justice Department, the U.S.
Trustee said there are no operating assets and almost no income
since the Chapter 11 filing.  "Significant expenses" have accrued
and not been paid, he said.

The report relates that in view of "continuing losses" and "no
reasonable likelihood of rehabilitation," the U.S. Trustee wants
the case dismissed or converted to Chapter 7.  Objections must be
filed by Nov. 3.

                        About United Western

United Western Bancorp, Inc., along with two affiliates, filed for
Chapter 11 protection (Bankr. D. Colo. Case No. 12-13815) on
March 2, 2012.  Harvey Sender, Esq., at Sender & Wasserman, P.C.,
represents the Debtor.  Judge A. Bruce Campbell presides over the
case.

United Western listed the value of the assets as "unknown" while
showing $53.3 million in debt, including a $12.3 million secured
claim owing to JPMorgan Chase Bank NA.  The holding company listed
assets of $2.221 billion and liabilities of $2.104 billion on the
June 30, 2010, balance sheet, the last financial statement filed
before the bank was taken over.

United Western's deposits and branches were transferred by the
Federal Deposit Insurance Corp. to First-Citizens Bank & Trust Co.
of Raleigh, North Carolina.  When the bank was taken over, it had
$1.65 billion in deposits, the FDIC said.  The cost of the
takeover to the FDIC was $313 million, the FDIC said in a
statement at the time.


US FIDELIS: Committee's Amended Plan Declared Effective
-------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of US Fidelis, Inc., notified the U.S. Bankruptcy Court for
Eastern District of Missouri that the Effective Date of the First
Amended Plan of Liquidation dated June 5, 2012, occurred on
Sept. 12, 2012.

The Committee also informed the Court that the final date to file
a proof of claim is Oct. 12, 2012, for any party whose executory
contract or unexpired lease with the Debtor was rejected under the
Plan.

As reported in the Troubled Company Reporter on Aug. 31, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that customers who purchased auto repair insurance from
US Fidelis Inc., will be receiving payments from a $14.1 million
restitution fund under a Chapter 11 plan approved when the U.S.
U.S. bankruptcy judge in St. Louis signed a confirmation order on
Aug. 28.  The same day, U.S. Bankruptcy Judge Charles E. Rendlen
III wrote a 29-page opinion explaining why the plan passed muster.

According to the report, proposed by the official creditors'
committee, the plan creates a separate liquidating trust for trade
creditors with at least $12.4 million in approved claims.  The
explanatory disclosure statement contains a prediction that trade
suppliers should recover between 24% and 32%.  In his opinion,
Judge Rendlen rejected opposition to the plan proffered by
plaintiffs in a class-action suit.  He said the opposition was
mounted to preserve the class suit "on the backs of hundreds of
thousands of consumer creditors who have not objected to
confirmation and who would receive distributions on their claim"
under the plan.

The report related that the judge said there is no alternative to
the plan aside from conversion to liquidation in Chapter 7 where
customers are "unlikely" to receive "a distribution anywhere close
to that offered through the plan."

The plan gives secured creditor Mepco Finance Corp. $4.8 million
cash plus other property, along with releases.  The plan is based
in part on a global settlement that includes Mepco and states'
attorneys general.  The settlement was reached after a two-day
mediation.

                         About US Fidelis

Wentzville, Missouri-based US Fidelis, Inc., was a marketer of
vehicle service contracts developed by independent and unrelated
companies.  It stopped writing new business in December 2009.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Mo. Case No. 10-41902) on March 1, 2010.  Brian T. Fenimore,
Esq., Crystanna V. Cox, Esq., James Moloney, Esq, at Lathrop &
Gage L.C., in Kansas City, Mo.; and Laura Toledo, Esq., at Lathrop
& Gage, in Clayton, Mo., advise the Debtor.  GCG, Inc., is the
consumer claims and noticing agent.

Allison E. Graves, Esq., Brian Wade Hockett, Esq., and David A.
Warfield, Esq., at Thompson Coburn LLP, in St. Louis, Mo.,
represent the Official Unsecured Creditors Committee.

The Company scheduled assets of $74.4 million and liabilities of
$25.8 million as of the petition date.


VASO ACTIVE: Del. Bankr. Court Rules on Avoidance Suit vs. D&Os
---------------------------------------------------------------
The Bankruptcy Court ruled on a motion for partial summary
judgment filed by Jeffrey L. Burtch, the Avoidance Action Trustee
for Vaso Active Pharmaceuticals, Inc., in Mr. Burtch's lawsuit
against two former officers and directors of the Debtor.  In the
lawsuit, the trustee seeks to recover payments made by the Debtor
to the Defendants in the weeks prior to the Debtor's bankruptcy
from the proceeds of a settlement between the Debtor and a third
party.

In December 2009, Vaso agreed to settle a lawsuit against Robinson
& Cole LLP, which represented the company in connection with an
initial public offering of its stock in 2003.  Of the $2.5 million
paid by Robinson & Cole:

     -- $598,000 went to John J. Masiz, the founder and majority
        shareholder of BioChemics Inc., which, in turn, controls
        77% of the voting interest in Vaso.  Masiz is also the
        former CEO of Vaso;

     -- $306,000 to Joseph F. Frattoli, President and then acting
        CEO of Vaso; and

     -- $595,000 to Kelley Drye & Warren LLP, which represented
        Vaso in the Robinson & Cole Litigation.

About $1.0 million was left for the Debtor's estate.

After the subsequent payments of $178,363 and $16,927 were made to
Messrs. Masiz and Frattaroli, respectively, Vaso was left with
$804,810 of the $2.5 million settlement proceeds.

The Avoidance Action Trustee sued Messrs. Masiz and Frattaroli
seeking avoidance of preferential transfers, avoidance of
fraudulent transfers (under multiple federal and state theories),
disallowance of claims, and unjust enrichment.

Among other things, the Defendants argue that, even though the
settlement proceeds were transferred to the Debtor and immediately
paid to the Defendants, the payments they received were not
fraudulent conveyances because the funds were "earmarked" for them
and never became the Debtor's property.

Judge Sontchi, however, ruled the earmarking doctrine is
inapplicable in the case.

The case is, JEOFFREY L. BURTCH, AVOIDANCE ACTION TRUSTEE
Plaintiff, v. JOHN J. MASIZ, AND JOSEPH F. FRATTAROLI Defendants,
Adv. Proc. No. 11-52005 (Bankr. D. Del.).  A copy of the Court's
Oct. 9, 2012 Opinion is available at http://is.gd/EX0AHJfrom
Leagle.com.

                 About Vaso Active Pharmaceuticals

Vaso Active Pharmaceuticals, Inc.'s business was commercializing
over-the-counter pharmaceutical products developed by BioChemics,
Inc. and manufactured by an independent third party.  Vaso Active
filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 10-10855)
on March 11, 2010.  In October 2010, Vaso filed its Second Amended
Chapter 11 Plan of Reorganization, which was confirmed by the
Court in November 2010.  Jeoffrey L. Burtch was appointed as the
Avoidance Action Trustee under the Plan.  Robert W. Pedigo, Esq.
-- jburtch@coochtaylor.com -- at Cooch and Taylor, P.A.,
represents Mr. Burtch.


VERTIS HOLDINGS: Returns to Chapter 11 for Sale to Quad/Graphics
----------------------------------------------------------------
Vertis Holdings, Inc., and its affiliates (Bankr. D. Del. Lead
Case No. 12-12821) sought Chapter 11 protection on Oct. 10, 2012,
to sell the business to Quad/Graphics, Inc.

Quad Graphics and Vertis disclosed the execution of an agreement
through which Quad/Graphics will acquire substantially all of the
assets comprising Vertis' businesses for $258.5 million, which
includes the payment of roughly $88.5 million for current assets
that are in excess of normalized working capital requirements.

Quad/Graphics intends to use cash on hand and draw on its
revolving credit facility to finance the acquisition of Vertis.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Vertis is advised in this transaction by Perella Weinberg
Partners, Alvarez & Marsal, and Cadwalader, Wickersham & Taft LLP.
Quad/Graphics is advised by Blackstone Advisory Partners, Arnold &
Porter LLP and Foley & Lardner LLP, special counsel for antitrust
advice.  Kurtzman Carson Consultants LLC is the claims agent.

                        Business As Usual

Vertis expects to operate its business as usual until the sale
closes and, subject to the Bankruptcy Court's approval, has
obtained $150 million in debtor-in-possession financing from a
group of lenders led by GE Capital, Restructuring Finance to
ensure it is able to meet its financial obligations throughout the
Chapter 11 cases.  Vertis also has filed a series of first day
motions seeking authority to continue paying employee wages and
benefits; honoring media prepayments, postage deposits and other
commitments under existing client programs; and otherwise managing
its day-to-day operations and serving its clients as usual.

Vertis expects to pay suppliers in the normal course for all goods
and services delivered after Oct. 10, 2012.  Payment for goods and
services delivered prior to the filing will be addressed by Vertis
through the Chapter 11 process.

Quad/Graphics will announce its plans for integration following
the completion of the sale process, including any changes to the
combined companies' manufacturing and service platform.

                     $1.1 Billion in Revenues

Vertis expects to generate approximately $1.1 billion in revenues
and $60 million in EBITDA, adjusted for restructuring, impairment
and other transaction-related expenses, during fiscal year 2012.
After taking into account significant anticipated synergies,
Quad/Graphics expects that the acquisition will be accretive to
earnings, excluding any non-recurring integration costs.  The
combined entity will realize efficiencies and cost-savings derived
from a superior and more efficient operating platform, expanded
volume-driven mailings and more efficient procurement programs.

"Quad/Graphics believes in the power of print in today's
multichannel media world and this acquisition further strengthens
our ability to help retailers and direct marketers drive
meaningful business results," said Joel Quadracci, Chairman,
President & CEO of Quad/Graphics.  "The combination of
Quad/Graphics and Vertis is a natural and strategic fit.  The
complementary capabilities of our two businesses in retail
advertising inserts, direct marketing and in-store marketing will
further strengthen and expand our offerings, and will allow us to
even better serve our clients, achieve additional efficiencies and
build long-term value for our shareholders.  We look forward to
welcoming Vertis' clients and employees into our family."

Vertis' board and senior management team accepted the offer from
Quad/Graphics following an extensive and in-depth process to
review strategic opportunities for its businesses conducted over
the past several months.

"The offer from Quad/Graphics was the most compelling proposal we
received because it ensures continuity for clients and the
greatest number of opportunities for our employees while also
maximizing value for our stakeholders," said Gerald Sokol, Jr.,
Chief Executive Officer of Vertis.  "By combining the talents and
resources of these two great companies, we will be able to enhance
the levels of service, quality and technological innovation we
provide to our clients, further improving the effectiveness of our
programs and increasing clients' returns on their marketing
investments.  We are excited by the opportunities ahead and thank
our lenders for their continued support in securing a smooth
transition for our businesses."

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis -- http://www.thefuturevertis.com/-- provides advertising
services in a variety of print media, including newspaper inserts
such as magazines and supplements.

                       Road to Bankruptcy

On July 15, 2008, Vertis and American Color Graphics, each first
commenced prepackaged chapter 11 cases (Bankr. D. Del. Case No.
08-11460) to complete a merger.  In August 2008, Vertis emerged
from bankruptcy, completing the merger.

Vertis Holdings, Inc., against filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 10-16170) on Nov. 17, 2010.
The Debtor estimated its assets and debts at more than $1 billion.
Affiliates also filed separate Chapter 11 petitions -- American
Color Graphics, Inc. (Bankr. S.D.N.Y. Case No. 10-16169), Vertis
Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-16170), Vertis, Inc.
(Bankr. S.D.N.Y. Case No. 10-16171), ACG Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case
No. 10-16173), and Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case
No. 10-16174).

The bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

Jeffrey Pritchett, interim CFO, says Vertis' 2010 recapitalization
and prepackaged bankruptcy provided the company with some
flexibility to reinvest in its operations and focus on strategic
growth opportunities.  However, notwithstanding Vertis' successful
completion of its 2010 restructuring, the company, like other
industry participants, has faced strong headwinds since 2011 as
trends in the marketing and communications sector and the economy
at large have imposed greater constraints on profit margins.
Vertis is not immune to these market forces.  Indeed, rising raw
material costs, persisting soft economic conditions, and intense
pricing competition among Vertis' key competitors have yielded
higher expenses and lower revenues than anticipated.  Industry
participants experienced significant ink, paper, and freight
inflation costs, most of which could not be passed along to
customers due to increased pricing competition in the market.

Mr. Pritchett adds that Vertis has suffered a handful of key
customer losses throughout the last year, due to the sheer
competitiveness and substantial overcapacity of Vertis'
marketplace, as well as customer concerns about Vertis' financial
stability.

Vertis' projected 2012 EBITDA, adjusted for restructuring and
transaction-related expenditures, is $53.4 million, down from
$113.1 million in 2011 due to price reductions, commodity
inflation in the Direct Marketing and Inserts businesses, and
several customer losses.

                          Sale Motion

To facilitate the intended sale, Vertis, along with its
subsidiaries, filed documents seeking the Bankruptcy Court's
approval of the proposed sale to Quad/Graphics.  Vertis has the
support of its lenders with respect to the sale to Quad/Graphics.

As part of the sale through the Chapter 11 case, Vertis and its
advisors will evaluate any competing bids that may be submitted in
order to ensure it receives the highest and best offer for its
assets.  The agreement with Quad/Graphics comprises the initial
stalking horse bid in the Court-supervised auction process under
Section 363 of the Bankruptcy Code.  Vertis and Quad/Graphics
anticipate the sale will be approved by the Bankruptcy Court
during the fourth quarter of 2012 and will most likely close in
the first quarter of 2013, pending the receipt of customary
regulatory approvals.

Vertis commenced the sale process in April.  Vertis, through
investment banker Perella Weinberg Partners LP solicited
expressions of interest from in excess of 70 strategic and
financial investors.  Quad/Graphics submitted the highest and best
offer to purchase the assets.

The stalking horse agreement provides that the consenting lender
will not be prohibited from credit bidding.

                            DIP Financing

Prepetition lenders led by General Electric Capital Corp, as DIP
agent, has agreed to fund the case pending the asset sale.  GE
Capital has agreed to provide a postpetition senior secured
financing of up to $150 million.


VERTIS HOLDINGS: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Vertis Holdings, Inc.
        250 West Pratt Street
        Baltimore, MD 21201

Bankruptcy Case No.: 12-12821

Affiliates that simultaneously sought Chapter 11 protection:

     Debtor                           Case No.
     ------                           --------
     Webcraft, LLC                    12-12822
     Vertis, Inc.                     12-12823
     Mail Efficiency, LLC             12-12824
     Vertis Newark, LLC               12-12825
     American Color Graphics, Inc.    12-12826
     5 Digit Plus, LLC                12-12827
     ACG Holdings, Inc.               12-12828

Type of Business: Vertis provides advertising services in a
                  variety of print media, including newspaper
                  inserts such as magazines and supplements.

Chapter 11 Petition Date: Oct. 10, 2012

Court: U.S. Bankruptcy Court
       District of Delaware

Debtors'
Counsel     : Zachary H Smith, Esq.
              CADWALADER, WICKERSHAM & TAFT LLP
              One World Financial Center
              New York, NY 10281
              Tel: (212) 504-6000
              Fax: (212) 504-6666
              E-mail: zachary.smith@cwt.com

Debtors'
Local
Delaware
Counsel     : RICHARDS, LAYTON & FINGER, P.A.

Debtors'
Investment
Banker
and
Financial
Advisor     : ALVAREZ & MARSAL NORTH AMERICA, LLC

Debtors'
Managerial
and
Communications
Consultants : FTI CONSULTING, INC.

Debtors'
Claims and
Noticing
Agent       : KURTZMAN CARSON CONSULTANTS LLC

Estimated Assets: $500 million to $1 billion

Estimated Debts:  $500 million to $1 billion

The petition was signed by David Glogoff, secretary.

Vertis Holdings, Inc.'s List of Its 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Pension Benefit Guaranty           Pension            Unliquidated
Corporation                        Benefit
Dept. of Insurance Supervision
and Compliance
1200 K. Street N.W.
Washington, D.C. 20005-4026

Abitibi Bowater                    Trade              $19,444,844
Resolute Forest Products Inc.      Debt
111 Duke Street, Suite 5000
Montreal, QC H3C 2M1
Phone: (514) 875-2160
Fax: (514) 904-5029

Sun Chemical Corporation           Trade              $18,660,065
35 Waterview Boulevard             Debt
Parsippany, NJ 07054-1285
Fax: (973) 404-6001
Tel: (973) 404-6000

Catalyst Paper                     Trade               $5,037,702
3600 Lysander Lane, 2nd Floor      Debt
Richmond, BC V7B 1C
Tel: (604) 247-4400
Fax: (604) 247-0512

Valassis Direct Mail               Media               $2,766,489
One Targeting Centre               Payable
Windsor, CT 0695                   Liability
Tel: (860) 285-6100

OneMain Financial                  Media               $1,416,665
300 Saint Paul Place               Payable
Baltimore, MD 21202                Liability
Tel: 1-877-550-6246

NewPage Corporation                Trade               $1,194,247
8540 Gander Creek Drive            Debt
Miamisburg, OH 45342
Tel: (937) 242-9345
Fax: (937) 242-9324

Evergreen Packaging                Trade                 $922,146
5350 Poplar Ave, Suite 600         Debt
Memphis, TN 38119
Tel: (828) 454-0676
Fax: (828) 646-6101

Eastman Kodak                      Trade                 $911,038
343 State Street                   Debt
Rochester, NY 14650
Tel: (585) 722-2121

CBA Industries                     Media                 $868,352
63 Pollock Avenue                  Payable
Jersey City, NJ 07305              Liability
Fax: (201) 524-9800

ER Smith Associates Inc.           Trade                 $850,250
83 Tom Harvey Road                 Debt
Westerly, RI 02891
Attn: Frank Andaloro
Tel: (401) 348-4000
Fax: (401) 348-4049

United Parcel Service              Trade                 $813,631
55 Glenlake Parkway, N.E.          Debt
Tel: (404) 828-6000
Fax: (404) 828-7666

White Birch Paper Company          Trade                 $795,673
80 Field Point Road #1             Debt
Greenwich, CT 06890-6416
Tel: (203) 661-3344
Fax: (203) 661-3349

Norpac Paper Company               Trade                 $736,885
c/o Weyerhaeser                    Debt
33663 Weyerhaeuser Way South
Federal Way, WA 98003
Fax: (360) 636-6881

ALG Worldwide Logistics LLC        Trade                 $688,522
745 Dillon Drive                   Debt
Wood Dale, IL 60191
Tel: (630) 766-3900
Fax: (630) 350-7616

Boise White Paper LLC              Trade                 $643,397
1111 West Jefferson Street         Debt
Boise, ID 83702-5388
Tel: (208) 384-6161
Fax: (208) 384-7189

NRTW                               Direct Mail           $636,549
8001 Braddock Road                 Postage
Springfield, VA 22160              Program
Fax: (703) 321-9319

Punch Graphix Americas             Trade                 $627,184
1375 East Irving Park Road         Debt
Itasca, IL 60143
Tel: (630) 773-9905
Fax: (630) 438-7917

FedEx Freight East                 Trade                 $604,209
c/o FedEx Corporation              Debt
942 South Shady Grove Road
Memphis, TN 38120
Fax: 1-800-548-3020

Xpedx                              Trade                 $548,810
6285 Tri-Ridge Boulevard           Debt
Loveland, OH 45140
Tel: (513) 965-2900

The Washington Post                Media                 $502,875
1150 15th St.                      Payable
Washington, DC 20071               Liability
Tel: (202) 334-6000

Chicago Tribune                    Media                 $489,302
Tribune Power                      Payable
435 North Michigan Avenue
Chicago, IL 60611
Fax: (312) 222-4050

Kruger Inc.                        Trade                 $455,812
3285 Chemin Bedford                Debt
Montreal, QC H3S 1G5
Fax: (514) 343-3124
Tex: (514) 737-1131

The Baltimore Sun                  Media                 $445,942
501 North Calvert Street           Payable
Baltimore, MD 21278                Liability
Tel: (410) 332-6000
Fax: (410) 332-6861

SP Newsprint Co.                   Trade                 $434,825
245 Peachtree Center Ave. NE       Debt
Suite 1800
Atlanta, BA 30303
Tel: (404) 979-6600
Fax: (404) 979-6615

Futuremark Paper                   Trade                 $433,148
315 Post Road West                 Debt
Westport, CT 06880
Tel: (203) 202-7777
Fax: (207) 389-8237

Tembee                             Trade                 $397,084
405 The West Mall                  Debt
Suite 800
Toronto, ON M9C 5J1
Tel: (416) 775-2806
Fax: (416) 621-3119

Sun Chemical Ltd. Canada           Trade                 $372,202
35 Waterview Boulevard             Debt
Parsippany, NJ 07054-1285
Tel: (973) 404-6000
Fax: (973) 404-6001

Verso Paper                        Trade                 $358,646
6775 Lenox Center Court            Debt
Suite 4000
Memphis, TN
Fax: (901) 369-4174

Monroe Staffing Services           Trade                 $319,831
35 Corporate Drive                 Debt
Trumbull, CT 06611
Tel: (203) 268-8624
Fax: (203) 268-3169


VITRO SAB: U.S Appeals Court May Wait for Mexico Decision
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when Vitro SAB argued an appeal last week in the U.S.
Court of Appeals in New Orleans, one of the three judges asked how
many appeals were pending in Mexican courts related to approval of
the glassmaker's Mexican reorganization plan.  The judge asked
when the Mexican courts might decide the pending appeals.

According to the report, the question by U.S. Circuit Judge
Carolyn King was framed in a fashion to suggest she's thinking
about withholding a ruling until after Mexican courts decide
whether the plan is proper under Mexican law.  If the Mexican
courts were to decide the plan is defective, there might be no
reason for the Fifth Circuit in New Orleans to rule about
enforcing the Mexican plan in the U.S.  In response to Judge
King's request, Vitro's lawyers wrote the appeals court this week
listing 23 appeals or the equivalent pending in Mexican courts.
With regard to four appeals challenging February approval of the
reorganization plan, Vitro guessed that decisions will be handed
"within approximately three to five months."

The report relates that Vitro implied in its letter that the
Mexican court may nonetheless enforce even a defective Mexican
plan because it has been implemented already and several attempts
to hold up the plan pending appeal were denied in Mexico.  Vitro
was appealing in Fifth Circuit from a ruling by the U.S.
Bankruptcy Court in June concluding that the Mexican plan
shouldn't be enforced in the U.S.  The U.S. judge said the plan
was "manifestly contrary" to U.S. public policy because it reduced
the liability of non-bankrupt Vitro units on $1.2 billion in
defaulted bonds even though they weren't in bankruptcy in any
country.

The Bloomberg report discloses that defeated in courts in Mexico,
the bondholders won a victory in the Vitro parent's Chapter 15
case in Dallas.  Chapter 15 isn't a full-blown reorganization like
Chapter 11.  It permits a foreign company in bankruptcy abroad to
enlist assistance from the U.S. court to enforce rulings from the
home country.

The appeal in the Circuit Court is Vitro SAB de CV v. Ad Hoc Group
of Vitro Noteholders (In re Vitro SAB de CV), 12-10689, 5th U.S.
Circuit Court of Appeals (New Orleans).  The suit in bankruptcy
court where the judge decided not to enforce the Mexican
reorganization in the U.S. is Vitro SAB de CV v. ACP Master Ltd.
(In re Vitro SAB de CV), 12-03027, U.S. Bankruptcy Court, Northern
District of Texas (Dallas).  The bondholders' previous appeal in
the circuit court is Ad Hoc Group of Vitro Noteholders v. Vitro
SAB de CV (In re Vitro SAB de CV), 11-11239, 5th U.S. Circuit
Court of Appeals (New Orleans).  The bondholders' appeal of
Chapter 15 recognition in district court is Ad Hoc Group of Vitro
Noteholders v. Vitro SAB de CV (In re Vitro SAB de CV), 11-02888,
U.S. District Court, Northern District of Texas (Dallas).

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  The judge ruled that
the Mexican reorganization was "manifestly contrary" to U.S.
public policy because it bars the bondholders from holding Vitro
operating subsidiaries liable to pay on their guarantees of the
bonds.  The Mexican plan reduced the debt of subsidiaries on $1.2
billion in defaulted bonds even though they weren't in bankruptcy
in any country.


WOODBURY DEVELOPMENT: Court Dismisses Chapter 11 Case
-----------------------------------------------------
The U.S. Bankruptcy Court on Oct. 3 entered an order dismissing
the Chapter 11 case of Woodbury Development, LLC.  The order was
entered after the Debtor and the mortgagee presented a stipulation
providing for the dismissal of the case.  The order requires the
Debtor to pay all outstanding fees to the U.S. Trustee.

Brooklyn-based Woodbury Development, LLC, filed a bare-bones
Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 12-40652)
on Jan. 31, 2012.  The Debtor, a Single Asset Real Estate in 11
U.S.C. Sec. 101 (51B), scheduled $14 million in assets and
$7.4 million in liabilities.  Its sole asset is the Site A of the
Interstate Commerce Center in Woodbury, New York, which is valued
at $14 million.  The property serves as collateral to a
$7.2 million debt to Woodbury R.E. Group LLC.  Judge Jerome Feller
presides over the case.


ZACKY FARMS: High Feed Costs, Midwestern Drought Blamed
-------------------------------------------------------
Dow Jones Newswires' Stephanie Gleason and Ian Berry report that
Zacky Farms' bankruptcy is showing in detail how the Midwestern
drought is still rippling through the U.S. economy.  Poultry
producers typically feed their birds corn and soybean meal, a
protein source made from crushed soybeans.

Dow Jones relates futures prices for corn, soybeans and soybean
meal all set record highs over the summer at the Chicago Board of
Trade as the worst drought in decades battered crops in the
Midwest.  The report notes Zacky's troubles reflect the sharply
rising production costs afflicting the nation's poultry and
livestock industries.  Those costs, which already have pushed
consumer food prices higher, may trigger more bankruptcies and
speed industry consolidation.

Last month, Dow Jones notes, lenders forced Canada's second-
largest hog producer, Big Sky Farms Inc. of Saskatchewan, into
receivership, as rising feed prices pummeled the company.

"The feed-price increases have been enormous this past summer,"
Thomas Willoughby, Esq., Zacky's bankruptcy attorney, said in an
interview, according to Dow Jones. "That created a liquidity
crisis," requiring a need to recapitalize the company.

According to Dow Jones, Tom Elam, an agricultural consultant in
Indianapolis, Indiana, said Zacky has "much less brand awareness"
than larger companies such as West Coast rival Foster Farms or
industry giant Tyson Foods Inc.  Zacky's poultry is widely used in
private-label products and by the food-service industry, which has
hurt its pricing power, he said.

Zacky accounts for 1.8% of turkey production nationally, Mr. Elam
added, according to the report.


* S&P Doesn't Expect More California Muni Bankruptcies
------------------------------------------------------
Kathleen Pender, writing for The San Francisco Chronicle, reports
that Standard & Poor's said in a report last week it does not
expect a wave of municipal bankruptcies because of the "great
stigma" they carry in financial markets and because the costs
often outweigh the benefits.

According to the SF Chronicle, Gabriel Petek, an S&P analyst in
San Francisco who wrote the report, said bankruptcies in
California are also likely to remain rare because a lot of cities
have cut their workforces and made other reductions.
"California's pace of state and local job reductions is more than
two times the rate we see nationally," he said.

The report also notes Mr. Petek said the fact that 4 out of 482
California cities have declared bankruptcy "is alarming to market
participants where municipal bankruptcies are almost unheard of,"
Mr. Petek said, according to the report. "But we don't consider it
a wave." Nor does S&P expect a wave to come.

SF Chronicle also relates Moody's Investor Service on Tuesday
placed bonds issued by 30 California cities on review for possible
credit-rating downgrades. They include lease and/or general
obligation bonds issued by Berkeley, Colma, Danville, Los Gatos,
Martinez, Oakland, Petaluma, San Leandro, Santa Clara, Santa Rosa
and Sunnyvale.  Moody's said it placed general obligation bonds
issued by San Francisco and Los Angeles on review for possible
upgrades.

General obligation bonds are backed by property tax revenue, and
the property tax base in San Francisco and Los Angeles "have
proved resilient," said Naomi Richman, a managing director with
Moody's, according to SF Chronicle.  Moody's average rating for
all cities nationwide is Aa3. "That is L.A.'s current rating. San
Francisco is one notch above, at Aa2," Mr. Richman said, according
to the report.

The report notes S&P raised its rating on Los Angeles County to
double-A from double-A-minus, citing strong general fund reserves
and a "large, deep and diverse economic base," albeit one with
elevated unemployment.


* BOOK REVIEW: Performance Evaluation of Hedge Funds
----------------------------------------------------
Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro
Publisher: Beard Books
Hardcover: 203 pages
Listprice: $59.95
Review by Henry Berry

Hedge funds can be traced back to 1949 when Alfred Winslow Jones
formed the first one to "hedge" his investments in the stock
market by betting that some stocks would go up and others down.
However, it has only been within the past decade that hedge funds
have exploded in growth.  The rise of global markets and the
uncertainties that have arisen from the valuation of different
currencies have given a boost to hedge funds.  In 1998, there were
approximately 3,500 hedge funds, managing capital of about $150
billion.  By mid-2006, 9,000 hedge funds were managing $1.2
trillion in assets.

Despite their growing prominence in the investment community,
hedge funds are only vaguely understood by most people.
Performance Evaluation of Hedge Funds addresses this shortcoming.
The book describes the structure, workings, purpose, and goals of
hedge funds.  While hedge funds are loosely defined as "funds with
no rules," the editors define these funds more usefully as
"privately pooled investments, usually structured as a partnership
between the fund managers and the investors."  The authors then
expand upon this definition by explaining what sorts of
investments hedge funds are, the work of the managers, and the
reasons investors join a hedge fund and what they are looking for
in doing so.

For example, hedge funds are characterized as an "important avenue
for investors opting to diversify their traditional portfolios and
better control risk" -- an apt characterization considering their
tremendous growth over the last decade.  The qualifications to
join a hedge fund generally include a net worth in excess of $1
million; thus, funds are for high net-worth individuals and
institutional investors such as foundations, life insurance
companies, endowments, and investment banks.  However, there are
many individuals with net worths below $1 million that take part
in hedge funds by pooling funds in financial entities that are
then eligible for a hedge fund.

This book discusses why hedge funds have become "notorious as
speculating vehicles," in part because of highly publicized
incidents, both pro and con.  For example, George Soros made $1
billion in 1992 by betting against the British pound.  Conversely,
the hedge fund Long-Term Capital Management (LTCP) imploded in
1998, with losses totalling $4.6 billion.  Nonetheless, these are
the exceptions rather than the rule, and the editors offer
statistics, studies, and other research showing that the
"volatility of hedge funds is closer to that of bonds than mutual
funds or equities."

After clarifying what hedge funds are and are not, the book
explains how to analyze hedge fund performance and select a
successful hedge fund.  It is here that the book has its greatest
utility, and the text is supplemented with graphs, tables, and
formulas.

The analysis makes one thing clear: for some investors, hedge
funds are an investment worth considering.  Most have a
demonstrable record of investment performance and the risk is low,
contrary to common perception.  Investors who have the necessary
capital to invest in a hedge fund or readers who aspire to join
that select club will want to absorb the research, information,
analyses, commentary, and guidance of this unique book.

Greg N. Gregoriou teaches at U. S. and Canadian universities and
does research for large corporations.  Fabrice Rouah also teaches
at the university level and does financial research.  Komlan
Sedzro is a professor of finance at the University of Quebec and
an advisor to the Montreal Derivatives Exchange.



                            *********

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 ***