TCR_Public/121016.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, October 16, 2012, Vol. 16, No. 288

                            Headlines

175 VALLEY: Voluntary Chapter 11 Case Summary
400 EAST: Voluntary Chapter 11 Case Summary
1717 MARKET: Hearing on Relief from Stay Continued Until Nov. 8
ADAMIS PHARMACEUTICALS: Five Directors Elected to Board
ADVANCED MICRO: S&P Puts 'BB-' CCR on Watch on Weak Prelim Results

AFA FOODS: Judge Rejects Creditor Settlement
ALCO CORP: MAPFRE Adequate Protection Payment Approved
ALLIED SYSTEMS: Taps Ogletree as Labor & Benefits Counsel
ALLIED SYSTEMS: Employs PwC to Provide Tax Compliance Services
ALLY FINANCIAL: Declares Dividends on Preferred Stock

AMBAC FINANCIAL: Court Modifies Equity Trading Protocol
AMBAC FINANCIAL: KPMG Providing Additional Services
AMBAC FINANCIAL: AFG Pursuing Suits for Breaches & Fraud
AMBAC FINANCIAL: AAC Says 92 Policy Claims Won't Be Paid
AMERICAN AIRLINES: American Eagle Pilots Accept New Labor Contract

AMERICAN AIRLINES: Seeks Approval of $1.5 Billion Financing
AMERICAN AIRLINES: Proposes Deal for Embraer Planes Transfer
AMERICAN AIRLINES: Proposes Leases for Four MD-80 Aircraft
AMERICAN AIRLINES: Wins OK for $268MM Financing From RPK
AMERICAN AIRLINES: Bonds Bounce Back Partly After Early Plunge

AMERICAN AIRLINES: Still Cutting Flights Until Delays Improve
AMERICAN COMMERCE: Reports $13,300 Net Income in Aug. 31 Quarter
AMERICAN LEARNING: Fails NASDAQ $1 Bid Price Rule
ARCAPITA BANK: Lease Decision Period Extended to Plan Confirmation
ARCAPITA BANK: Final Plan Exclusivity Extension Expires Dec. 15

ARCAPITA BANK: Hearing on SP Financing Adjourned to Oct. 19
ASPEN GROUP: Sophrosyne Capital Discloses 9.6% Equity Stake
ATC VENTURE: Receives NYSE MKT Non-Compliance Notice
ATLANTIS OF JACKSONVILLE: Court Dismisses Chapter 11 Case
BALDWIN PARK: Fitch Affirms 'BB' Rating on Tax Allocation Bonds

BEAZER HOMES: Effects a 1-for-5 Reverse Stock Split
BERNARD L. MADOFF: NY AG Says $415-Mil. Deal Not Madoff's Property
BERJAC OF OREGON: Bullivant Houser OK'd as Trustee's Counsel
BERJAC OF OREGON: David B. Mills Approved as Committee Counsel
BERJAC OF OREGON: Files Schedules of Assets and Liabilities

BERJAC OF OREGON: Thomas A. Huntsberger Named Ch. 11 Trustee
BERJAC OF OREGON: Trustee Taps Krista Lacis as Operating Analyst
BERJAC OF OREGON: Trustee Taps Luvaas for Advice on Plan
BERJAC OF OREGON: U.S. Trustee Appoints 7-Member Creditors Panel
BIG SANDY: Wells Fargo Balks at Proposed Asset Sale

BLAST ENERGY: Offering $50 Million Common Shares
BLAST ENERGY: GBH Continues to Serve as Accountants
BONDS.COM GROUP: Amends 2011 Periodic Reports
BURGER KING: Fitch Assigns 'BB' Rating on New Secured Facility
CAESARS ENTERTAINMENT: Jinlong Wang Resigns from Board

CAPITOL BANCORP: Strikes Equity Deal, Delays Hearing
CASCADE BANCORP: Amends 44.3 Million Common Shares Prospectus
CEQUEL COMMS: Moody's Affirms 'B1' CFR; Rates Sr. Bonds 'B3'
CELL THERAPEUTICS: Plans to Offer 40,000 Preferred Shares
CELL THERAPEUTICS: Prices Offering of 60,000 Preferred Shares

CERTENEJAS INCORPORADO: Motel Owner Files Plan; Unsecureds Get 1%
CHINA MEDICAL: Beijing Firm's Cayman Bankruptcy Protected in U.S.
CIRCLE STAR: Maturity of 10% Convertible Notes Extended to 2014
CLEAR CHANNEL: To Swap $2 Billion Loan for CCU 9% Guarantee Notes
CLEAR CHANNEL: Pursuing Amendments to Credit Facilities

CLEAR CHANNEL: Moody's Rates $2BB Priority Guarantee Notes 'Caa1'
CLEAR CHANNEL: S&P Rates $2BB Priority Guarantee Notes 'CCC+'
CLEAR CHANNEL: Bank Debt Trades at 17% Off in Secondary Market
COCOPAH NURSERIES: Hearing on Further Cash Use on Tuesday
COMMERCIAL MANAGEMENT: Can Use Cash Collateral Until Jan. 31

COMMUNICATIONS CORP: S&P Affirms Prelim 'B' Corp. Credit Rating
CONSOLIDATED FINANCE: Case Summary & 20 Largest Unsec. Creditors
COPYTELE INC: To Issue Add'l 44.5 Million Shares to Employees
CROATAN SURF: Wants to Sell 35 Condominium Units to View LLC
CSD LLC: Owner of Casa de Shenandoah Ranch Files Chapter 11

CONNAUGHT GROUP: Wins Confirmation of Liquidating Plan
CYCLONE POWER: Registers 15 Million Common Shares with SEC
CYPRESS HEALTH: Case Summary & 20 Largest Unsecured Creditors
DAYBREAK OIL: Had $257,400 Net Loss in Aug. 31 Quarter
DAYBREAK OIL: Incurs $257,000 Net Loss in Aug. 31 Quarter

DELPHI CORP: Two Johnson Controls Admin. Claims Disallowed
DELPHI CORP: Four Methode Electronics Claims Disallowed
DELPHI CORP: Parties Agree on Excluded Claims in Ace Complaint
DELPHI CORP: Stipulation Allowing Steere's General Unsecured Claim
DELPHI CORP: 2nd Cir. Vacates Orders on Longacre-ATS Suit

DEWEY & LEBOEUF: May Pay Bonuses to Employees Rodriguez and Sucoff
DEWEY & LEBOEUF: FPC to Appeal Order Approving PCP
DEWEY & LEBOEUF: Has New Address at 1271 Avenue of the Americas
DEX MEDIA EAST: Bank Debt Trades at 37% Off in Secondary Market
DEX MEDIA WEST: Bank Debt Trades at 35% Off in Secondary Market

DIGITAL DOMAIN: Pomerantz Pursues Class Action Suit
DIGITAL DOMAIN: Committee Taps Brown Rudnick as Counsel
DIGITAL DOMAIN: PBC GP Discloses 54.3% Equity Stake
DIGITILITI INC: Suspending Filing of Reports with SEC
DYNEGY HOLDINGS: Franklin Resources Discloses 32.4% Equity Stake

DYNEGY HOLDINGS: Luminus Management Discloses 9.7% Equity Stake
EASTBRIDGE INVESTMENT: Expects $7.5MM to $8.5MM Revenue in 2012
EASTMAN KODAK: To Begin Talks With Shareholders on Plan
EMMIS COMMUNICATIONS: Posts $38.9MM Net Income in Aug. 31 Qtr.
EMMIS COMMUNICATIONS: Moody's Reviews 'B3' CFR/PDR for Upgrade

ENERGY TRANSFER: Moody's Lowers Corp. Family Rating to 'Ba2'
ENERGY TRANSFER: Fitch Affirms 'BB-' Issuer Default Rating
FERRO CORP: Moody's Affirms 'Ba3' CFR; Outlook Negative
FELIX'S INC: New Orleans Restaurant Fetches $1.4-Mil. Price
FIBERTOWER CORP: FCC Appeals Injunction Preserving Licenses

FIBERTOWER CORP: Nov. 6 Hearing on Plan Exclusivity Extension
FIBERTOWER CORP: Hogan Lovells Approved for Spectrum Licenses
FIBERTOWER CORP: Willkie Farr Okayed as FCC Regulatory Counsel
FORT LAUDERDALE: Receiver Hiring Salazar Jackson as Counsel
FR 160: Hearing Tomorrow on FRGC Bid to File Competing Plan

FREMONT HOSPITALITY: Chapter 11 Stays Sandusky Foreclosure Action
FUELSTREAM INC: Fires CEO; Names John Thomas as President
GABRIEL SALES: Case Summary & 20 Largest Unsecured Creditors
GCA SERVICES: Term Loan Increase No Impact on Moody's B2 CFR/PDR
GIBSON ENERGY: OMNI Acquisition No Impact on Moody's Ratings

GULFPORT ENERGY: Moody's Assigns B3 CFR, Rates $250MM Notes B3
GILL ENTERPRISES: Case Summary & 15 Unsecured Creditors
GLOBAL AVIATION: Amends Plan Ahead of Tomorrow's Hearing
GLOBAL CASINOS: Schumacher & Assoc. Raises Going Concern Doubt
GMX RESOURCES: Wants Shareholders OK of Reverse Stock Split

GOURMET GREEN: Case Summary & Largest Unsecured Creditor
HARMAN INTERNATIONAL: Moody's Withdraws 'Ba1' CFR/PDR
HAWKER BEECHCRAFT: Bank Debt Trades at 36% Off in Secondary Market
HIGH PLAINS: Ty Miller Resigns from Board of Directors
HOSTESS BRANDS: Unsecureds to Get Nothing Under Plan

HOSTESS BRANDS: Committee Joins as Party in DIP Loan Agreement
HUBBARD PROPERTIES: Plan Trustee Hiring VMC as Accountant
HYLAND SOFTWARE: Moody's Affirms 'B2' CFR; Outlook Negative
IA GLOBAL: Shifts to Clean Technology, Changes Name to Asura
IBIO INC: CohnReznick LLP Raises Going Concern Doubt

ICEWEB INC: Amends 38.9 Million Common Shares Prospectus
IDEARC INC: Verizon Begins Defense of $9.8-Bil. Fraud Trial
INDIANAPOLIS DOWNS: Ex-Leader Questions Sale to Centaur
INTELSAT SA: Closes Sale of U.S. Headquarters for $85 Million
INVESTCORP BANK: Fitch Affirms 'BB' Issuer Default Rating

IPREO HOLDINGS: S&P Gives 'B+' Rating on $20.9MM Incremental Loan
JILL ACQUISITION: Moody's Confirms 'Caa1' Corp. Family Rating
JMR DEVELOPMENT: Court Prohibits Use of Lender's Cash Collateral
K-V PHARMACEUTICAL: Committee Can Retain Stroock as Lead Counsel
K-V PHARMACEUTICAL: Committee Can Retain AGP as Regulatory Counsel

K-V PHARMACEUTICAL: Committee Can Retain D&P as Financial Advisor
K-V PHARMACEUTICAL: Can Employ Jefferies as Investment Banker
LDK SOLAR: Reacts to DOC's Final Ruling re Solar Cells, Modules
LEHMAN BROTHERS: Given Approval for Final Settlement With IRS
LIBERATOR INC: Webb & Company Raises Going Concern Doubt

LONGVIEW POWER: Bank Debt Trades at 17% Off in Secondary Market
M & A TOUCH: Case Summary & 7 Unsecured Creditors
MAXX HOLDING: Case Summary & 20 Largest Unsecured Creditors
MF GLOBAL: Brokerage Trustee Can Settle Claims En Masse
MF GLOBAL: Parent's Unpaid Fees Rise to $39.2 Million

MF GLOBAL: Inc. Trustee Wins Judge OK to Process 7,000 Claims
MGT CAPITAL: Receives Delisting Notice from NYSE
MOMENTIVE PERFORMANCE: Proposes to Offer $1.1 Billion Sr. Notes
MOMENTIVE PERFORMANCE: Offering $1.1BB Notes at 100% Issue Price
MOMENTIVE PERFORMANCE: Moody's Rates Senior Secured Notes 'B1'

NATIVE STONE: Updated Case Summary & Creditors' Lists
NBTY INC: Moody's Reviews 'B1' CFR/PDR for Downgrade
NEDAK ETHANOL: Has 2 Mos. to Cure $26MM Default to Avoid Sale
NORTHWAY INN: Case Summary & Unsecured Creditor
NTELOS INC: Moody's Rates $475MM Senior Secured Term Loan 'B1'

OSAGE EXPLORATION: MaloneBailey Succeeds GKM as Accountant
OSHKOSH CORP: S&P Puts 'BB' CCR on Watch on Icahn's $4-Bil. Bid
PACIFIC MONARCH: Plan Confirmation Hearing on Nov. 15
PATRIOT COAL: Beats Sierra Club in Selenium Skirmish
PEREGRINE FINANCIAL: Wasendorf to Remain in Prison for Life

PINNACLE AIRLINES: Reaches Tentative Agreement With AFA
PLUG POWER: Receives NASDAQ Notice Regarding Non-Compliance
PQ CORP: Moody's Affirms 'B3' CFR; Rates First Lien Debt 'B2'
QUAD/GRAPHICS INC: Moody's Says Vertis Buyout Credit Neutral
QUAD/GRAPHICS INC: S&P Puts 'BB+' CCR on Watch Neg on Vertis Deal

QUINTILES TRANSNATIONAL: Moody's Rates Incremental Term Loan 'B1'
RADIO SYSTEMS: Moody's Rates $250-Mil. Senior Secured Notes 'B3'
RANDOLPH/ADA: Voluntary Chapter 11 Case Summary
RAHA LAKES: Wants to Use Cash Collateral
RAHA LAKES: Has $300,000 Loan From Insider

RESIDENTIAL CAPITAL: Modifies Executive Bonuses to Satisfy Judge
REVEL ENTERTAINMENT: Bank Debt Trades at 25% Off
RG STEEL: Inks Settlement Pact with Workers at Lousville Facility
RG STEEL: Lease Decision Period Extended Until Dec. 27
RURAL/METRO CORP: Moody's Cuts CFR/PDR to 'B3'; Outlook Negative

SANTOLAYA INC.: Case Summary & 6 Unsecured Creditors
SIGNATURE-GORDON, LLC: Case Summary & Creditors List
SOLYNDRA LLC: Three Government Agencies Objecting to Plan
SOLYNDRA LLC: Hit Chinese Solar Firms With Cartel Claims
SOUTHEAST BANKING: Chapter 11 Case Conversion Approved

SPRINT NEXTEL: S&P Keeps 'B+' Corp Credit Rating on Watch Positive
ST. LUKE'S HOSP: S&P Withdraws 'BB-' Rating on Series 2002 Bonds
STANDARD STEEL: Moody's Lifts Corp. Family Rating to 'B2'
STILLWATER MINING: Debt Issuance No Impact on Moody's 'B2' Rating
STILLWATER MINING: S&P Affirms 'B' Corporate Credit Rating

STRUCTURAL I COMPANY: Case Summary & 7 Unsecured Creditors
T&A DEVELOPMENT: Case Summary & 2 Unsecured Creditors
TC GLOBAL: Tully's Coffee Files for Chapter 11 in Seattle
TC GLOBAL: Case Summary & 20 Largest Unsecured Creditors
T-L BRYWOOD: Wins Approval to Use Cash Until Oct. 31

T-L BRYWOOD: Plan Filing Exclusivity Extended Until Dec. 31
TXU CORP: Bank Debt Trades at 25% Off in Secondary Market
ULTERRA DRILLING: Moody's Withdraws 'Caa1' Corp. Family Rating
VERTIS HOLDINGS: Seeks Approval of Bidding, Auction Procedures
VERTIS HOLDINGS: Wants Schedules Filing Deadline Moved to Dec. 10

VERTIS HOLDINGS: Can Hire Kurtzman Carson as Claims Agent
VERTIS HOLDINGS: Sec. 341 Creditors' Meeting Set for Nov. 19
VERTIS HOLDINGS: Court Approves First Day Motions
VERTIS HOLDINGS: Meeting to Form Creditors' Panel Set for Oct. 19
WASTE INDUSTRIES: Moody's Affirms 'B1' CFR/PDR; Outlook Negative

* Moody's Says Red State Real Estate Markets See Strong Recovery
* Moody's Says Corporate Optimism Tempers Economic Nervousness

* Rooker-Feldman Doesn't Apply to Post-Bankruptcy Judgment

* Akin Gump Adds Seven-Partner Team to Dallas Office

* Large Companies With Insolvent Balance Sheets

                            *********

175 VALLEY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 175 Valley Street, LLC
        175 Valley Street
        Sleepy Hollow, NY 10591

Bankruptcy Case No.: 12-23785

Chapter 11 Petition Date: October 5, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Arlene Gordon-Oliver, Esq.
                  ARLENE GORDON-OLIVER, P.C.
                  Westchester Financial Center
                  50 Main Street, Suite 1000
                  White Plains, NY 10606
                  Tel: (914) 682-2113
                  Fax: (914) 682-2114
                  E-mail: ago@gordonoliverlaw.com

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by George Samaras, managing member.


400 EAST: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: 400 East 51st Street LLC
        150 East 58th Street
        New York, NY 10155

Bankruptcy Case No.: 12-14196

Chapter 11 Petition Date: October 9, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Hanh V. Huynh, Esq.
                  HERRICK, FEINSTEIN LLP
                  2 Park Avenue
                  New York, NY 10016
                  Tel: (212) 592-1482
                  Fax: (212) 592-1500
                  E-mail: hhuynh@herrick.com

                         - and ?

                  Stephen B. Selbst, Esq.
                  HERRICK, FEINSTEIN LLP
                  2 Park Avenue
                  New York, NY 10016
                  Tel: (212) 592-1405
                  Fax: (212) 545-2313
                  E-mail: sselbst@herrick.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $10,000,001 to $50,000,000

The Company did not file a list of creditors together with its
petition.

The petition was signed by Simon Elias, member and chief
administrative officer.


1717 MARKET: Hearing on Relief from Stay Continued Until Nov. 8
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
continued until Nov. 8, 2012, at 8:30 a.m., the hearing to
consider Regions Bank's requests:

   -- for relief from automatic stay regarding 1717 Market Place,
      LLC's real property located in Jasper County, Missouri;

   -- to prohibit use of cash collateral; and

   -- for declaration of single asset real estate case.

According to the Regions Bank, as of June 1, 2012, the Debtor owed
$10,017,875 under the notes.  The obligations of the Debtor to
Regions under a term note and a line of credit note are secured by
the property and by certain personal property related to the
property to which the Debtor has or acquires an interest.

Regions Bank says that all proceeds from Debtor's property and
accounts are the bank's cash collateral and Regions has not
consented to Debtor's use of the cash collateral, nor has the
Court authorized the use of the bank's cash collateral.

Regions stated that unless the Court orders the Debtor to cease
from the use of the bank's cash collateral, and to segregate and
account for any cash collateral in its possession, custody or
control, the bank will suffer irreparable damage.

                      About 1717 Market Place

1717 Market Place LLC, a grocery-store business, filed for Chapter
11 protection (Bankr. W.D. Mo. Case No. 12-00984) on July 17,
2012, in Springfield, Missouri.  The Debtor estimated assets and
liabilities of at least $10 million.  G&S Holdings LLC owns 98% of
the company and the remaining 2% is owned by J. Scott Schaefer and
Richard T. Gregg, according to court papers.

1717 Market Place said it is a defendant in a lawsuit brought by
Regions Bank in Joplin, Missouri, relating to a promissory note.
The bank is seeking the appointment of a receiver.

David Schroeder Law Offices, P.C., serves as the Debtor's counsel.

Barry Worth of Brown, Smith and Wallace, LLC, was appointed as
examiner.  David A. Sosne, Esq., and the law firm of Summers
Compton Wells PC serve as the examiner's counsel.


ADAMIS PHARMACEUTICALS: Five Directors Elected to Board
-------------------------------------------------------
The annual meeting of stockholders of Adamis Pharmaceuticals
Corporation was held on Oct. 10, 2012.  The stockholders elected
Dennis J. Carlo, Ph.D., Kenneth M. Cohen, Craig A. Johnson, David
J. Marguglio and Tina S. Nova, Ph.D., to the board of directors.
An amendment to the company's certificate of incorporation to
increase the total number of authorized shares from 185 million to
210 million and the number of authorized shares of common stock
from 175 million to 200 million was approved.  The stockholders
ratified the selection of Mayer Hoffman McCann PC as independent
registered public accounting firm for the year ending March 31,
2013.

Pursuant to the provisions of the Company's 2009 Equity Incentive
Plan, effective Oct. 11, 2012, each non-employee director of the
Company, Kenneth M. Cohen, Craig A. Johnson, and Tina S. Nova,
Ph.D., received a stock option under the Plan to purchase 35,000
shares of common stock.  The exercise price for each such option
is $0.75 per share, which was the fair market value of the common
stock on the date of grant.  Each option vests and becomes
exercisable over a period of three years from the grant date, at a
rate of 1/36 of the option shares each month.  Each option is
otherwise subject to the provisions of the Plan.

                           About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation is an
emerging pharmaceutical company engaged in the development and
commercialization of a variety of specialty pharmaceutical
products.  Its products are concentrated in major therapeutic
areas including oncology (cancer), immunology and infectious
diseases (viruses) and allergy and respiratory.

The Company's balance sheet at June 30, 2012, showed $1.8 million
in total assets, $6.0 million in total liabilities, and a
stockholders' deficit of $4.2 million.

                Going Concern/Bankruptcy Warning

As of June 30, 2012, the Company had approximately $720,000 in
cash and equivalents, an accumulated deficit of approximately
$33.5 million and substantial liabilities and obligations.

"If we did not have sufficient funds to continue operations, we
could be required to seek bankruptcy protection or other
alternatives that could result in our stockholders losing some or
all of their investment in us."

Mayer Hoffman McCann P.C., in Boca Raton, Fla., expressed
substantial doubt about Adamis Pharmaceuticals' ability to
continue as a going concern, following the Company's results for
the year ended March 31, 2012.  The independent auditors noted
that the Company has incurred recurring losses from operations and
has limited working capital to pursue its business alternatives.


ADVANCED MICRO: S&P Puts 'BB-' CCR on Watch on Weak Prelim Results
------------------------------------------------------------------
Standard & Poor's Rating Services placed its ratings on Sunnyvale,
Calif.-based semiconductor microprocessor supplier Advanced Micro
Devices (AMD) Inc., including its 'BB-' corporate credit rating,
on CreditWatch with negative implications.

"The CreditWatch action follows the company's announcement
yesterday that it expects revenue for the September 2012 quarter
to decline approximately 10% sequentially, with weaker demand
across all product lines, down from its prior guidance range of -
4% to 2%. The company also expects a 31% gross margin for the
September quarter, including the $100 million write-down of its
inventory, down from prior guidance of about 44%. We expect these
results to contribute to leverage remaining over 3.0x, up from
2.4x as of June 30, 2012, as well as the potential that liquidity
could approach the company's $1.5 billion cash minimum target
level, from about $1.8 billion as of June 30, 2012. In our view,
Intel's sequential revenue decline expectation for the September
quarter, which ranges between - 4.5% and flat sequential
performance, implies market share weakening for AMD during this
period," S&P said.

"We plan to meet with management to assess the company's business
strategy and financial profile before resolving the CreditWatch,"
said Standard & Poor's credit analyst John Moore.

"We had previously indicated that we could lower the rating if
leverage were to stay above 3x or if liquidity were to fall below
$1 billion," S&P said.


AFA FOODS: Judge Rejects Creditor Settlement
--------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Thursday rejected a proposed settlement among
AFA Foods Inc.'s creditors over proceeds from the meat processor's
liquidation, finding that the deal circumvented the usual
protections afforded creditors under a Chapter 11 plan.

AFA, which was driven into bankruptcy by consumer backlash over
"pink slime" beef filler, reached a global settlement last month
where second-lien lenders agreed to give lower-ranking creditors a
small cut in the bankruptcy, according to Bankruptcy Law360.

                        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.


ALCO CORP: MAPFRE Adequate Protection Payment Approved
------------------------------------------------------
The Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico authorized Alco Corporation to deposit
adequate protection payment for MAPFRE PRAICO Insurance Company
pursuant to approved stipulation.

As reported in the Troubled Company Reporter on Aug. 13, 2012, the
Court approved a stipulation between the Debtor and MAPFRE PRAICO
Insurance Company for the use of MAPFRE's cash collateral subject
to security interest and for permanent adequate protection to
MARFRE.

The Debtor agreed that, in connection to MAFRE's proofs of claim,
the Debtor will carve out the amount of $200,000, from the
proceeds of sale for the Debtor's asphalt plant located in
Hatillo, Puerto Rico, to BTB Corporation and deposit the same with
the Clerk of Court once the sale is approved by the Court and
consummated.

On July 23, 2012, according to the Debtor's case docket, the Court
has approved the sale of the Hatillo Asphalt Plant for $400,000,
and the carve-out.

The deposit constitutes as adequate protection to MAPFRE.

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

In a June 29 order, the Court authorized the Debtor's use of
MAPFRE's cash collateral.

                         About Alco Corp.

Alco Corporation in Dorado, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 12-00139) on Jan. 12, 2012.
Carmen D. Conde Torres, Esq., and C. Conde & Associates represent
the Debtor in its restructuring effort.  Alco tapped Jimenez
Vasquez & Associates, PSC, as accountants.  The Debtor scheduled
$11.2 million in assets and $7.76 million in debts.  The petition
was signed by Alfonso Rodriguez, president.

The Plan considers the full payment of all administrative, secured
creditors and priority claims and a 50% dividend to the general
unsecured creditors on monthly installments within 5 years from
the effective date.


ALLIED SYSTEMS: Taps Ogletree as Labor & Benefits Counsel
---------------------------------------------------------
Allied Systems Holdings, Inc., and its U.S. and Canadian
subsidiaries ask the U.S. Bankruptcy Court for the District of
Delaware for authorization to employ Ogletree, Deakins, Nash,
Smoak & Stewart, P.C., as labor and benefits counsel for the
Debtors, nunc pro tunc to Oct. 1, 2012.

Ogletree will (i) advise and represent the Debtors in connection
with labor and benefits matters, including the Debtors' current
collective bargaining agreements and employee benefit and
retirement plans, (ii) advise and represent the Debtors in any
labor or employee benefits matters arising in connection with
these Chapter 11 cases, and (iii) advise and represent the Debtors
in negotiations and litigation, if any, related to the Debtors'
collective bargaining agreements with its union employees or the
Debtors' employee benefits and retirement plans.

Ogletree's billing rates currently range from $300 to $650 per
hour for shareholders, $200 to $640 per hour for counsel, $175 to
$415 per hour for associates and $100 to $260 per hour for para-
professionals.

To the best of the Debtors' knowledge: (a) Ogletree is a
"disinterested person" under Section 101(14) of the Bankruptcy
Code.

The Debtors owe Ogletree $4,109 for prepetition services rendered
to the Debtor.

                        About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders
LLP and Richards Layton & Finger, P.A.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.


ALLIED SYSTEMS: Employs PwC to Provide Tax Compliance Services
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Allied Systems Holdings, Inc., et al., to employ
PricewaterhouseCoopers LLP to provide tax compliance services to
the Debtors, nunc pro tunc to June 10, 2012.

The Debtors are authorized to employ, compensate, and reimburse
PwC.

However, for services (a) billed on the fixed fee schedule, PwC
will include as an exhibit to each fee application (i) a summary
of the approximate time agent by professionals in lieu of
contemporaneous time records in partial hour increments and (ii) a
general description of the services provided, or (b) provided on
an hourly basis, PwC will submit time records setting forth a
description of the services rendered by each professional and the
amount of time spent on each date, in half hour increments, by
each such individual in rendering services on behalf of the
Debtors.

                        About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders
LLP and Richards Layton & Finger, P.A.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.


ALLY FINANCIAL: Declares Dividends on Preferred Stock
-----------------------------------------------------
The Ally Financial Inc. board of directors has declared quarterly
dividend payments for certain outstanding preferred stock.  Each
of these dividends were declared by the board of directors on
Oct. 4, 2012, and are payable on Nov. 15, 2012.

A quarterly dividend payment was declared on Ally's Fixed Rate
Cumulative Mandatorily Convertible Preferred Stock, Series F-2, of
approximately $134 million, or $1.125 per share, and is payable to
the U.S. Department of the Treasury.  A quarterly dividend payment
was also declared on Ally's Fixed Rate Cumulative Perpetual
Preferred Stock, Series G, of approximately $45 million, or $17.50
per share, and is payable to shareholders of record as of Nov. 1,
2012.  Additionally, a dividend payment was declared on Ally's
Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A, of
approximately $22 million, or $0.53 per share, and is payable to
shareholders of record as of Nov. 1, 2012.

Including the aforementioned dividend payments on the Series F-2
Preferred Stock, Ally will have paid a total of approximately $5.8
billion to the U.S. Treasury since February 2009.  This amount
includes preferred stock dividends, interest payments and proceeds
received by the U.S. Treasury in its sale of Ally trust preferred
securities.

                       About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

Ally reported a net loss of $157 million in 2011, compared with
net income of $1.07 billion in 2010.  Net income was $310 million
for the three months ended March 31, 2012.

The Company's balance sheet at June 30, 2012, showed
$178.56 billion in total assets, $160.19 billion in total
liabilities and $18.36 billion in total equity.

                           *     *     *

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.  The downgrade primarily reflects
deteriorating operating trends in ResCap, which has continued to
be a drag on Ally's consolidated credit profile, as well as
exposure to contingent mortgage-related rep and warranty and
litigation issues tied to ResCap, which could potentially impact
Ally's capital and liquidity levels.

As reported by the TCR on May 22, 2012, Standard & Poor's Ratings
Services revised its outlook on Ally Financial Inc. to positive
from stable.  At the same time, Standard & Poor's affirmed its
ratings, including its 'B+' long-term counterparty credit and 'C'
short-term ratings, on Ally.  "The outlook revision reflects our
view of potentially favorable implications for Ally's credit
profile arising from measures the company announced May 14, 2012,
designed to resolve issues relating to Residential Capital LLC,
Ally's troubled mortgage subsidiary," said Standard & Poor's
credit analyst Tom Connell.

In the May 28, 2012, edition of the TCR, DBRS, Inc., has placed
the ratings of Ally Financial Inc. and certain related
subsidiaries, including its Issuer and Long-Term Debt rating of BB
(low), Under Review Developing.  This rating action follows the
decision by Ally's wholly owned mortgage subsidiary, Residential
Capital, LLC (ResCap) to file a pre- packaged bankruptcy plan
under Chapter 11 of the U.S. Bankruptcy Code.


AMBAC FINANCIAL: Court Modifies Equity Trading Protocol
-------------------------------------------------------
At the behest of Ambac Financial Group, Inc., Judge Shelly
Chapman entered an order in late September 2012 modifying the
procedures for transfers of claims and equity interests in the
Debtor's estate.

The Debtor has said the net operating losses (NOLs) are one of the
properties of its bankruptcy estate and that it wants to ensure
that proper restrictions are in place to preserve the value of
those NOLs.

After the Debtor confirmed their fifth amended bankruptcy plan on
March 14, 2012, claimholders have asked whether or not their
current and/or proposed holdings of claims/equity interests
breach the "Threshold Amount," given the planned issuance of New
Ambac Stock pursuant to the Confirmed Plan.  The Debtor believes
that clarification of the definition of "Threshold Amount" is
necessary to properly enforce the NOL Order.

In that vein, the Debtor sought and obtained Court permission to
issue a Sell-Down Order whenever it has actual knowledge that an
entity acquires Claims that exceed the Threshold Amount, including
where that entity fail to file a Substantial Claimholder Notice
and/or a Proposed Claims Acquisition Order.

In consultation with the Official Committee of Unsecured
Creditors, the Debtor proposed to modify:

   (a) the definition of Threshold Amount to (i) take account of
       the various classes of Claims and to, among other things,
       distinguish between certain subordinated claims and
       certain senior claims; (ii) provide more specific guidance
       to creditors as to how the Threshold Amount will be
       calculated in relation to the status of their Claims and
       provide a specific conversion ratio for each type of
       claim; and (iii) provide more specific information as to
       how to account for certain warrants and certain other
       potentially diluting interests in New Ambac Stock that
       will be issued to Claimsholders pursuant to the Plan.

   (b) the procedures in relation to certain timing issues for a
       transfer of Claims required by a Sell Down Notice so that
       they occur prior to the Debtor's emergence from Chapter
       11 protection.

Under the Debtor's proposal, the term "Threshold  Amount" will
refer to (i) $56,929,773 or more of Senior Note Claims or (ii)
any combination of Claims that could result in an amount of New
Ambac Stock to be issued pursuant to the terms of a 382(l)(5)
Plan that is equal to or greater than the Applicable Amount.  In
making such determination as to the Applicable Amount (y) on a
non-diluted basis, Senior Notes Claims and General Unsecured
Claims will be multiplied by a factor of 0.079% per $1 million of
Claims and Subordinated Notes Claims will be multiplied by a
factor of 0.0034% per $1 million of Claims, and (z) on a fully
diluted basis, Senior Notes Claims and General Unsecured Claims
will be multiplied by a factor of 0.071% per $1 million of Claims
and Subordinated Notes Claims will be multiplied by a factor of
0.026% per $1 million of Claims, in each case with proportionate
adjustments to the foregoing conversion factors as may be
necessary for residual Claims of less than $1 million.

A full-text copy of the Sept. 27, 2012 Amended NOL Order is
available at http://bankrupt.com/misc/AMBAC_AmdNOLOrdSpt27.PDF

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).

The Company's balance sheet at June 30, 2012, showed $26.61
billion in total assets, $30.36 billion in total liabilities and a
$3.75 billion total stockholders' deficit.


AMBAC FINANCIAL: KPMG Providing Additional Services
---------------------------------------------------
John Verdonck, a partner at KPMG LLP, filed a third supplemental
declaration with the Bankruptcy Court overseeing Ambac Financial
Group, Inc.'s case, on Sept. 10, 2012, to disclose additional
services to be provided by KMPG to the Debtor.

Mr. Verdonck said KPMG has agreed to continue to provide certain
audit services as KPMG and the Debtor will deem appropriate and
feasible in order to advise the Debtor in the course of the case,
including:

A. In-Scope Audit Services

   (1) Audit of the consolidated balance sheet of the Debtor and
       non-debtor affiliates as of Dec. 31, 2012 and 2011, the
       related consolidated statements of operations,
       stockholders' equity and cash flows for each of the years
       in the two-year period ended December 31, 2012 and
       schedules and notes supporting such financial statements
       prepared in accordance with U.S. generally accepted
       accounting principles;

   (2) Review, in accordance with Statement on Auditing Standards
       No. 100, Interim Financial Information, the consolidated
       balance sheets of Ambac Financial Group, Inc. as of March
       31, June 30, and September 30, 2012, and the related
       consolidated statements of operations, stockholders'
       equity, and cash flows for the quarterly and year-to-date
       periods then ended and notes, which are to be included in
       the quarterly reports (Form 10-Qs);

   (3) Audits of the U.S. domestic non-debtor subsidiaries'
       statutory statements of admitted assets, liabilities and
       surplus of non-debtor affiliate as of December 31, 2012,
       and schedules supporting such financial statements,
       prepared in accordance with statutory statements of
       accounting principles;

   (4) Audits of the balance sheets of the non-debtor affiliates
       Juneau Investments, LLC, Aleutian Investments, LLC and
       Orient Bay, LLC, as of December 31, 2012, and 2011, the
       related consolidated statements of operations,
       stockholders' equity, and cash flows for each of the years
       in the two-year periods ended December 31, 2012, and
       schedules supporting such financial statements, prepared
       in accordance with U.S. generally accepted accounting
       principles;

   (5) Issuance of a comfort letter if required and requested;

   (6) Report to the Audit and Risk Assessment Committee in
       writing regarding corrected misstatements, uncorrected
       misstatements, significant difficulties, encountered with
       Debtor and other matters required to be communicated by
       auditing standards; and

   (7) Read minute of Audit and Risk Assessment Committee
       meetings for consistency with KPMG's understanding of the
       communications; and

B. Out-of-Scope Services

   (8) Assistance regarding certain events and accounting
       pronouncements which may have a significant impact on
       KPMG's audit efforts, which may include:

         * significant acquisitions;
         * dispositions of businesses;
         * significant and infrequent transactions with complex
           business implications;
         * accounting and auditing matters related to this
           chapter 11 bankruptcy to the extent it results in
           additional audit effort;
         * change in operating segments or reporting units;
         * asset impairment analyses;
         * fresh start accounting and related audit efforts;
         * review of registration statements and/or comfort
           letters provided to third parties;
         * review and comment on comment letters received from
           the United States Securities and Exchange Commission
           and the Office of the Commissioner of Insurance of
           Wisconsin (OCI) and responses provided to such letters
           related to accounting matters; and
         * the adoption of new accounting or auditing
           pronouncements, etc.

KPMG's 2012 Financial Statement Audit services are to be charged
at both a fixed rate as well as an hourly rate.  A fixed rate of
$2.31 million is applicable to the "In-Scope Audit" Services, for
which KPMG bills the Debtor on a monthly basis in equal
installments of $192,500 for a 12-month period.

With respect to any "Out-of-Scope Audit" Services to be performed
for the Financial Statement Audit, the Debtor has proposed to pay
KPMG at these hourly rates:

   Audit, Audit-Related and
   Other Services                         Discounted Rates
   ------------------------               ----------------
   Partner/Managing Director              $525 to $625
   Senior Manager/Manager                 $375 to $475
   Staff                                  $225 to $325

KPMG's fee statements filed with the Bankruptcy Court will only
reflect the allocable fees to the Debtor.  The firm will issue an
invoice to non-debtor entity Ambac Assurance Company for the
respective allocable services in the ordinary course.

KPMG, Mr. Verdonck said, also has agreed to provide certain Tax
Compliance and Consulting services as KPMG and the Debtor deem
appropriate:

A. Tax Compliance Services

   (1) Provide Tax Return Review Services, including the review
       of the following 2011 tax return(s):

       a. Form 1120-Ambac Financial Group, Inc. and Subsidiaries;

       b. Form 1120-Ambac Financial Group, Inc. proforma return;

       c. Form 1120-PC-Ambac Assurance Corporation pro forma
          return; and

       d. Form 1120-PC-Everspan Financial Guarantee Corporation
          proforma return.

B. Tax Consulting Services

   (2) Provide general tax consulting services including:

       a. routine tax advice concerning the federal, state,
          local, and foreign tax related to the preparation of
          the prior year's federal, state, local, and foreign tax
          returns;

       b. routine tax advice concerning the federal, state,
          local, and foreign tax matters related to the
          computation of the client 's taxable income for the
          current year or future years; and

       c. routine dealings with a federal, state, local, or
          foreign tax authority (e.g., responding to automated
          interest and penalty notices, preparing tax
          computations based upon the taxpayer's concession or
          settlement of an issue with the relevant tax
          authority).

KPMG is seeking compensation for professional services rendered
to the Debtor for tax compliance and consulting services based on
the hours actually expended by each assigned staff member at each
staff member's hourly rate.  KPMG's fee for tax compliance
services will be the lesser of (i) actual time incurred to
complete the work at 70% of the firm's standard hourly rates, or
(ii) $40,000.  KPMG's fees for tax consulting services will be
the lesser of (i) actual time incurred to complete the work at
70% of our standard hourly rates, or (ii) $10,000.

The Debtor has agreed to compensate KPMG for professional
services rendered for tax return review services at its normal
and customary hourly rates, subject to the reductions:

    Tax Compliance and
    Consulting Services                Discounted Rates
    -------------------                ----------------
    Partner                                $635
    Managing Director                      $550
    Senior Manager                         $500
    Manager                                $470
    Senior Associate                       $400
    Associate                              $275

KMPG will also seek reimbursement for reasonable and necessary
expenses incurred consistent with the Engagement Letters.

Mr. Verdonck attested that KPMG remains a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.
Thus, he maintains, KPMG continues to be eligible for retention by
the Debtor under the Bankruptcy Code.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).

The Company's balance sheet at June 30, 2012, showed $26.61
billion in total assets, $30.36 billion in total liabilities and a
$3.75 billion total stockholders' deficit.


AMBAC FINANCIAL: AFG Pursuing Suits for Breaches & Fraud
--------------------------------------------------------
Ambac Financial Group, Inc., continues to pursue lawsuits seeking
redress for breaches of representations and warranties and fraud
related to the information provided by both the underwriters and
the sponsors of various transactions, according to the Company's
Form 10-Q filing with the U.S. Securities and Exchange Commission
for the quarter ended June 30, 2012.

In the ordinary course of their businesses, certain of Ambac's
subsidiaries assert claims in legal proceedings against third
parties to recover losses already paid and/or mitigate future
losses. The amounts recovered and/or losses avoided which may
result from these proceedings is uncertain, although recoveries
and/or losses avoided in any one or more of these proceedings
during any quarter or fiscal year could be material to Ambac's
results of operations in that quarter or fiscal year.

In connection with Ambac's efforts to seek redress for breaches
of representations and warranties and fraud related to the
information provided by both the underwriters and the sponsors of
various transactions and for failure to comply with the
obligation by the sponsors to repurchase ineligible loans, Ambac
Assurance has filed these lawsuits:

   * Ambac Assurance Corporation v. EMC Mortgage LLC (formerly
known as EMC Mortgage Corporation), J.P. Morgan Securities, Inc.
(formerly known as Bear, Stearns & Co. Inc.), and JP Morgan Chase
Bank, N.A. (Supreme Court of the State of New York, County of New
York, filed February 17, 2011). This case is the continuation of
a case that was originally filed on November 5, 2008 in the U.S.
District Court for the Southern District of New York but that was
dismissed from federal court after Ambac Assurance was granted
leave to amend its complaint to add certain new claims (but not
others) and a new party, which deprived the federal court of
jurisdiction over the litigation. After the decision by the
federal judge, dated February 8, 2011, Ambac Assurance re-filed
the suit in New York state court on February 17, 2011. On
July 18, 2011, Ambac Assurance filed a First Amended Complaint
in its state-court litigation. In its state-court action, Ambac
Assurance asserts claims for breach of contract, indemnification
and reimbursement against EMC, as well as claims of fraudulent
conduct by EMC and J. P. Morgan Securities Inc. In its First
Amended Complaint, Ambac Assurance asserts an additional claim
for breach of contract against EMC and a claim for successor
liability against a new defendant, JP Morgan Chase Bank, N.A. The
Defendants filed their answer to the First Amended Complaint on
August 30, 2011, and the parties are currently engaged in
discovery.

   * Ambac Assurance Corporation and The Segregated Account of
Ambac Assurance Corporation v. EMC Mortgage LLC (formerly known
as EMC Mortgage Corporation), J.P. Morgan Securities, Inc.
(formerly known as Bear, Stearns & Co. Inc.), and JP Morgan Chase
Bank, N.A. (Supreme Court of the State of New York, County of New
York, filed March 30, 2012). Ambac Assurance alleges claims for
fraudulent inducement and breach of contract against EMC and J.P.
Morgan Securities Inc., as well as claims against JP Morgan Chase
Bank, N.A. as EMC's successor in interest, arising from the
defendants' misrepresentations and breaches of contractual
warranties regarding certain transactions that are not the
subject of Ambac Assurance's previously filed lawsuit against the
same defendants. Defendants filed a motion to dismiss on June 8,
2012. Ambac Assurance intends to oppose the motion.

   * Ambac Assurance Corporation and The Segregated Account of
Ambac Assurance Corporation v. First Franklin Financial
Corporation, Bank of America, N.A., Merrill Lynch, Pierce, Fenner
& Smith Inc., Merrill Lynch Mortgage Lending, Inc., and Merrill
Lynch Mortgage Investors, Inc. (Supreme Court of the State of New
York, County of New York, filed April 16, 2012). Ambac Assurance
alleges breach of contract, fraudulent inducement,
indemnification, reimbursement and requested the repurchase of
loans that breach representations and warranties as required
under the contracts, as well as damages. Defendants filed a
motion to dismiss on July 13, 2012. Ambac Assurance intends to
oppose the motion.

   * Ambac Assurance Corporation and the Segregated Account of
Ambac Assurance Corporation v. DLJ Mortgage Capital, Inc. and
Credit Suisse Securities (USA) LLC (Supreme Court of the State of
New York, County of New York, filed on January 12, 2010). Ambac
Assurance alleged breach of contract, fraudulent inducement,
breach of implied duty of good faith and fair dealing,
indemnification, reimbursement and requested the repurchase of
loans that breach representations and warranties as required
under the contracts, as well as damages. On July 8, 2010, the
defendants moved to dismiss the complaint. Ambac Assurance
opposed the motion. In decisions dated April 7, 2011 and
October 7, 2011, the Court granted the defendants' motion in part
striking only Ambac Assurance's claim for consequential damages
and jury demand. The Court otherwise denied the defendants'
motion. Ambac Assurance is appealing the court's decision
striking the jury demand for Ambac Assurance's fraudulent
inducement claim. Discovery is ongoing. No trial date has been
set.

   * Ambac Assurance Corporation and The Segregated Account of
Ambac Assurance Corporation v. Countrywide Securities Corp.,
Countrywide Financial Corp. (a.k.a. Bank of America Home Loans)
and Bank of America Corp. (Supreme Court of the State of New
York, County of New York, filed on September 28, 2010). Ambac
Assurance filed an Amended Complaint on September 8, 2011. Ambac
Assurance has alleged breach of contract, fraudulent inducement,
indemnification and reimbursement, breach of representations and
warranties and has requested the repurchase of loans that breach
representations and warranties as required under the contracts as
well as damages and has asserted a successor liability claim
against Bank of America. The defendants answered the Amended
Complaint on or about November 3, 2011. Discovery is ongoing. No
trial date has been set.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).

The Company's balance sheet at June 30, 2012, showed $26.61
billion in total assets, $30.36 billion in total liabilities and a
$3.75 billion total stockholders' deficit.


AMBAC FINANCIAL: AAC Says 92 Policy Claims Won't Be Paid
--------------------------------------------------------
The Circuit Court for Dane County, Wisconsin, approved a motion
by the Wisconsin Commissioner of Insurance, acting as the
Rehabilitator of the Segregated Account of Ambac Assurance
Corporation, to commence making interim cash payments on policy
claims submitted to the Segregated Account in an amount, in cash,
equal to 25% of the permitted amount of each Policy Claim.  To
facilitate the Interim Cash Payment Order, the Rehabilitator has
promulgated Rules Governing the Submission, Processing and
Partial Payment of Policy Claims in accordance with the June 4,
2012, Interim Cash Payment Order.

In accordance with the Policy Claim Rules, beginning in August
2012, policyholders that submit compliant Policy Claims by the
end of a calendar month and which are permitted and approved by
the Rehabilitator for payment are eligible to receive 25% of the
amount of the permitted Policy Claim from the Segregated Account
on or around the 20th day of the following month.

As of Aug. 31, 2012, Ambac Assurance Corporation, as the
management services provider for the Segregated Account, had
received most of the Policy Claims relating to the period between
March 24, 2010 and July 31, 2012, that it had expected.
However, as of Aug. 31, 2012, it has not received Policy Claims
relating to the Moratorium Period in respect of 80 CUSIPs which
it had expected to receive.

As these Moratorium Period Policy Claims were not received on or
before the end of August 2012, they are not eligible for
consideration for payment from the Segregated Account as of
Sept. 20, 2012.  Instead, these Moratorium Period Policy Claims
will be evaluated for payment upon receipt of compliant Policy
Claims in accordance with the Policy Claim Rules.

In addition, 12 Securities have not had Policy Claims submitted in
respect of the period relating to the payment date falling in
August 2012 and accordingly will also not be eligible for
consideration for payment as of Sept. 20, 2012.

A full-text copy of AFG's Form 8-K is available for free at:

                        http://is.gd/XY5ac8

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.  Ambac said it will
continue to operate in the ordinary course of business as "debtor-
in-possession" under the jurisdiction of the Bankruptcy Court and
in accordance with the applicable provisions of the Bankruptcy
Code and the orders of the Bankruptcy Court.

Ambac's bond insurance unit, Ambac Assurance Corp., did not file
for bankruptcy.  AAC is being restructured by state regulators in
Wisconsin.  AAC is domiciled in Wisconsin and regulated by the
Office of the Commissioner of Insurance of the State of Wisconsin.
The parent company is not regulated by the OCI.

Ambac's consolidated balance sheet -- which includes non-debtor
Ambac Assurance Corp -- showed US$30.05 billion in total assets,
US$31.47 billion in total liabilities, and a US$1.42 billion
stockholders' deficit, at June 30, 2010.

On an unconsolidated basis, Ambac said in a court filing that
it has assets of (US$394.5 million) and total liabilities of
US$1.6826 billion as of June 30, 2010.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).

The Company's balance sheet at June 30, 2012, showed $26.61
billion in total assets, $30.36 billion in total liabilities and a
$3.75 billion total stockholders' deficit.


AMERICAN AIRLINES: American Eagle Pilots Accept New Labor Contract
------------------------------------------------------------------
A majority of American Eagle Airlines Inc.'s pilots have voted in
favor of a new labor deal between their union and AMR Corp.,
according to an October 9 report by DowJones' Daily Bankruptcy
Review.

The Air Line Pilots Association union, which represents more than
3,100 American Eagle pilots, said that 75% of those who cast
their ballots chose to ratify the labor agreement.  Eighty-five
percent of the eligible pilots voted on the deal, the report
said.

According to AMR's restructuring website, no pay reductions were
proposed for American Eagle pilots under the eight-year
agreement, which also covers changes to the pilots' vacation and
sick leave.

The company expects to save $43.1 million annually by
implementing the new terms.  Together with the pilots' agreement,
the flight attendants and fleet-service deals will save American
Eagle a total of $57.1 million per year.

As of last month, American Eagle said it still needed to secure
concessions from aircraft-maintenance technicians, dispatchers
and ground school instructors who are represented by the
Transport Workers Union of America, the Daily Bankruptcy Review
reported.

The new contract between ALPA and American Eagle is subject to
the approval of the U.S. Bankruptcy Court in Manhattan.

                      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: Seeks Approval of $1.5 Billion Financing
-----------------------------------------------------------
AMR Corp. has filed a motion seeking authority from Bankruptcy
Judge Sean Lane to obtain as much as $1.5 billion in financing.

AMR, the parent company of American Airlines Inc., has negotiated
terms of the financing and will repay $1.3 billion in outstanding
notes, according to an October 10 report by Bloomberg News.

The company's $174.2 million of 13% secured notes due in August
2016 dropped 3 cents to 103.5 cents on the dollar at 8:31 a.m. on
Oct. 10 in New York, the report said, citing Trace, the bond-
price reporting system of the Financial Industry Regulatory
Authority, as its source.

Meanwhile, AMR's $703.6 million of 8.625 pass-through
certificates plunged 4 cents to 103.5 on the same date, according
to the report.

The company wants to redeem the 13% notes, the 8.625 certificates
and $445.6 million of 10.375% pass-through debt "without the
payment of any make-whole amount" or "any other premium or
prepayment penalty," Bloomberg News reported.

A court hearing to consider approval of the proposed financing is
scheduled for October 30.  Objections are due by October 23.

                      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: Proposes Deal for Embraer Planes Transfer
------------------------------------------------------------
AMR Corp. has filed a motion seeking court approval of a
settlement agreement related to the financing or transfer of
Embraer aircraft owned by American Airlines Inc.

American Airlines, an AMR subsidiary, owns a fleet of Embraer
regional jet aircraft financed through mortgage financing
agreements with Brazilian banks Agencia Especial de Financiamento
Industrial and Banco Nacional de Desenvolvimento, the financing
parties, and Bank of New York Mellon Trust Company N.A., which
serves as security trustee.  A list of the aircraft is available
for free at http://is.gd/X2SfGu

The aircraft were previously owned by another AMR subsidiary,
American Eagle Airlines Inc.  The company turned over the
aircraft to American Airlines in exchange for the latter's
assumption of its obligations under the mortgage financing
agreements.

The settlement provides for the transfer of, and entry into new
leases with respect to, certain of the aircraft.  It also grants
BNY Mellon an allowed general unsecured nonpriority claim in the
sum of $650 million against American Airlines and AMR.

Meanwhile, American Airlines' aggregate outstanding debt
obligations of approximately $1.75 billion with respect to the
aircraft will be reduced by approximately $670 million or 38%, a
reduction that brings the financing cost for the aircraft into
alignment with market rates, according to court filings.

"This economic benefit to the debtors' estates will commence
immediately upon the court's granting of the motion and,
therefore, will not have to await the effective date of a plan of
reorganization," Alfredo Perez, Esq., at Weil Gotshal & Manges
LLP, in New York, said.

The terms of the proposed settlement are outlined in a term
sheet, a copy of which is available without charge at
http://bankrupt.com/misc/AMR_TermSheetERJAircraft.pdf

A court hearing is scheduled for Oct. 30.  Objections are due by
Oct. 23.

            American Eagle Giving Up 39 Embraer Planes

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. and its lenders agreed on cutting the cost
of operating 216 smaller-capacity regional jets manufactured by
Embraer SA and operated by American Eagle Inc., the feeder airline
for American Airlines Inc.

According to the report, in return for dropping some aircraft from
the fleet and reducing the rent on others, the lenders will have
an approved unsecured claim for $650 million.  The settlement is
scheduled for approval at an Oct. 30 hearing in U.S. Bankruptcy
Court in New York.  The restructuring reduces $1.75 billion in
obligations on the aircraft by about $670 million, or 38%,
according to AMR's court filing.

The report relates that AMR previously stopped flying 18 of the
37-seat aircraft that are being returned to the owners.  Another
21 of the 37-seat ERJ135 models will be given up by the end of
2013.  In the meantime, AMR will pay market rent at the reduced
price of $40,000 a month.  On 59 model ERJ140 aircraft with 44
seats, the debt will be reduced by 49%.  For 68 newer ERJ145
models with 50 seats, the financing will be cut by 34%.

The report notes that AMR will continue paying the original
amounts for another 50 of the ERJ145s.  The pre-bankruptcy
financings are with Brazil's Agencia Especial de Financiamento
Industrial and Banco Nacional de Desenvolvimento Economico e
Social.  Bank of New York Mellon Trust Co. NA is the security
trustee.  When the bankruptcy began, AMR had about 300 regional
jets in the American Eagle fleet.

                      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: Proposes Leases for Four MD-80 Aircraft
----------------------------------------------------------
American Airlines Inc. and its affiliated debtors sought and
obtained a court order authorizing them to enter into new lease
transaction related to four MD-80 Aircraft.

American Airlines leases the aircraft pursuant to a public
leveraged lease transaction.  U.S. Bank N.A. serves as trustee
with respect to the aircraft.

Under the new transaction, the existing lease for three MD-80
aircraft bearing U.S. registration numbers N584AA, N587AA and
N589AA will be cancelled upon entry into a new lease for those
aircraft with a new lessor.

Meanwhile, American Airlines and U.S. Bank will enter into a term
sheet for the MD-80 aircraft bearing U.S. registration number
N588AA.  The bank agreed to grant the company an extension of the
60-day period under Section 1110 of the Bankruptcy Code with
respect to the aircraft.

The aircraft are useful in the operation of American Airlines'
business; however, the rates under the existing leases
substantially exceed market rates for comparable aircraft,
according to court filings.

                      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: Wins OK for $268MM Financing From RPK
--------------------------------------------------------
American Airlines Inc. won court approval to obtain financing of
up to $268 million from a subsidiary of RPK Capital Partners LLC.

The funds will be used to finance used aircraft including two
Boeing 777-200ER aircraft and eight Boeing 737-800 aircraft.  The
aircraft are subject to pre-bankruptcy mortgage loan facilities
that are scheduled to mature between October 2012 and May 2013.

The financing will allow American Airlines to refinance or to
repay some of the pre-bankruptcy loans secured by the aircraft,
according to court filings.

American Airlines selected the mortgage financing bid from
RPK as the "best bid" for the aircraft based on advance rate,
interest rate and other economic factors, according to Matthew
Landess, managing director at the financial advisory firm
SkyWorks Capital LLC.

                      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: Bonds Bounce Back Partly After Early Plunge
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the announcement that AMR Corp. intends to pay off
$1.32 billion in aircraft bonds without paying the make whole
premium roiled the market for the company's debt.

According to the report, the $446 million in 10.375% pass-through
certificates last traded on Sept. 9 for 110 cents on the dollar.
After AMR's announcement, they traded as low as 102.5 cents on
Oct. 10 and last traded at 106, to yield 9.189%, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.  Were the make-whole premium enforced, the
parent of American Airlines Inc. would be required to pay off the
same bonds for 155 cents on the dollar.

The report relates that a make-whole premium is designed to
compensate debt holders for loss of an investment if bonds are
paid off at maturity when market interest rates are lower.  AMR's
attempt at paying off the bonds without a make-whole premium is
currently scheduled for hearing on Oct. 30.  Bondholders are to
file their objections by Oct. 23.  In saying the premium isn't an
owing, AMR point to provisions in the indentures saying there is
no make-whole in the event of bankruptcy or default.  The
bondholders may point to the so-called 1110 election that AMR made
early in the bankruptcy.  The term is derived from Section 1110 of
the U.S. Bankruptcy Code, which requires an airline to decide
within 60 days of bankruptcy whether to retain aircraft.  If the
airline elected to keep aircraft, it must agree to "perform all
obligations" under the loan documents.

The report notes that issues to be decided by the bankruptcy judge
in Manhattan include whether the AMR's 1110 election to retain the
aircraft and perform the loan documents took away the ability to
pay off the bonds without the make-whole.

                      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: Still Cutting Flights Until Delays Improve
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. said Oct. 11 that the flight schedule for
subsidiary American Airlines Inc. will continue being reduced by
1% through mid-November because on-time arrivals haven't improved
enough.

According to the report, the inability to match competitors'
on-time arrival rate began in September, immediately after the
airline began imposing court-authorized contract concessions on
the pilots' union.  Oct. 11, the on-time rate was about 76%.  The
day before, it was 65%.

                      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 COMMERCE: Reports $13,300 Net Income in Aug. 31 Quarter
----------------------------------------------------------------
American Commerce Solutions, Inc., reported net income of $13,308
on $554,519 of net sales for the three months ended Aug. 31, 2012,
compared with a net loss of $57,617 on $550,150 of net sales for
the three months ended Aug. 31, 2011.

For the six months ended Aug. 31, 2012, the Company had net income
of $96,945 on $1.2 million of net sales, compared a net loss of
$127,227 on $1.2 million of net sales for the six months ended
Aug. 31, 2011.

During the three and six months ended Aug. 31, 2012, the Company
recognized forgiveness of debt owed to an unrelated party due to
expiration of statutory period of $75,478 and $208,489,
respectively.

The Company's balance sheet at Aug. 31, 2012, showed $5.0 million
in total assets, $4.4 million in total liabilities, and
stockholders' equity of $606,872.

The Company has defaulted on a total of $478,244 of notes payable.
The amount of principal payments in arrears was $226,988 with an
additional amount of $251,256 of interest due at Aug. 31, 2012.
These defaults are the result of a failure to pay in accordance
with the terms agreed.

"The Company has incurred substantial operating losses since
inception and has provided approximately $1,000 of cash from
operations for the six months ended August 31, 2012," the Company
said in its quarterly report for the period ended Aug. 31, 2012.
"Additionally, the Company is in default on several notes payable.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.  The ability of the Company to
continue as a going concern is dependent upon its ability to
reverse negative operating trends, raise additional capital, and
obtain debt financing."

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

                      About American Commerce

American Commerce Solutions, Inc., headquartered in Bartow,
Florida, is primarily a holding company with one wholly owned
subsidiary; International Machine and Welding, Inc., is engaged in
the machining and fabrication of parts used in heavy industry, and
parts sales and service for heavy construction equipment.

                           *     *     *

As reported in the TCR on May 28, 2012, Peter Messineo, CPA, of
Palm Harbor, Florida, expressed substantial doubt about American
Commerce's ability to continue as a going concern, following its
audit of the Company's financial position and results of
operations for the fiscal year ended Feb. 29, 2012.  The
independent auditors noted that the Company has incurred recurring
losses from continuing operations, has negative working capital
and has used significant cash in support of its operating
activities.  Additionally, as of Feb. 29, 2012 the Company is in
default of several notes payable.


AMERICAN LEARNING: Fails NASDAQ $1 Bid Price Rule
-------------------------------------------------
American Learning Corporation disclosed that on Oct. 10, 2012, it
received a deficiency letter from The Nasdaq Stock Market LLC
indicating that the closing bid price of its common stock had
fallen below $1.00 for 30 consecutive business days, and
therefore, the Company was not in compliance with Nasdaq Listing
Rule 5550(a) (2).  In accordance with Nasdaq Listing Rule 5810(c)
(3) (A), the Company was provided a grace period of 180 calendar
days, or until April 8, 2013, to regain compliance with this
requirement.  At this time, this notification has no effect on the
listing of the Company's common stock on The Nasdaq Capital
Market.

The Company can regain compliance with the minimum closing bid
price rule if the bid price of its common stock closes at $1.00 or
higher for a minimum of 10 consecutive business days during the
initial 180 calendar day compliance period, although Nasdaq may,
in its discretion, require the Company to maintain a bid price of
at least $1.00 per share for a period in excess of 10 consecutive
business days (but generally no more than 20 consecutive business
days) before determining that the Company has demonstrated the
ability to maintain long-term compliance.  If compliance is not
achieved by April 8, 2013, the Company may be eligible for an
additional 180 calendar day grace period if it meets The Nasdaq
Capital Market initial listing criteria as set forth in Nasdaq
Listing Rule 5505 other than the minimum closing bid price
requirement.  If the Company is not eligible for such additional
grace period, or does not regain compliance during any additional
compliance period, Nasdaq will provide written notice to the
Company that its securities will be delisted from The Nasdaq
Capital Market.  At such time, the Company would be able to appeal
the delisting determination to the Nasdaq Listing Qualifications
Department.

American Learning, through its wholly owned subsidiaries,
Interactive Therapy Group Consultants, Inc. and Signature Learning
Resources, Inc., offers a comprehensive range of services to
children with developmental delays and disabilities.


ARCAPITA BANK: Lease Decision Period Extended to Plan Confirmation
------------------------------------------------------------------
On Oct. 11, 2012, the U.S. Bankruptcy court for the Southern
District of New York further extended the time in which Arcapita
Bank B.S.C.(c), et al., could elect to assume or reject unexpired
leases of nonresidential real property, pursuant to Section
365(d)(4)(B)(i) of the Bankruptcy Code, from Oct. 15, 2012,
through and including the date on which the Court enters an order
confirming a plan of reorganization or plan of liquidation for the
Debtors.

The Debtors estimate that, as of the Petition Date, they were
party to nine unexpired leases of nonresidential real property
with AHQ Holding Company, W.L.L., Noon Investment Company, Quatar
Islamic Bank, and Arcapita, Inc.

                        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: Final Plan Exclusivity Extension Expires Dec. 15
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered, on Oct. 12, 2012, an extending Arcapita Bank B.S.C.(c)'s
exclusive periods to file a plan or plans of reorganization and to
solicit acceptances of the plan or plans until Dec. 15, 2012, and
Feb. 12, 2013, respectively.

The extension of the exclusive solicitation period is without
prejudice to such further requests to extend the exclusive
solicitation period that may be made by the Debtors or any party
in interest; provided, however, that as agreed by the Debtors, the
Debtors will not request a further extension of the exclusive
filing period beyond the extension to Dec. 15, 2012.

Pursuant to the order, if the Debtors fail to meet either of the
following two conditions, or to obtain Committee consent
otherwise, commencing by no later than Nov. 1, 2012, the Debtors
will abandon efforts to propose a plan of reorganization based on
new equity infusion and will instead immediately and exclusively
seek to negotiate with their creditors a Chapter 11 plan
contemplating an orderly wind-down of their businesses and assets:

  (1) By Nov. 1, 2012, the Debtors will have "new money" equity
      commitments of at least $250,000,000, which funds will have
      been deposited into escrow in New York or an irrevocable
      letter of credit from a money center bank located in New
      York or London (or such other bank(s) mutually acceptable to
      the Debtors and the Committee) in the name of one or more of
      the Debtors.  The new money deposits and letters of credit
      will be subject to the terms of a commitment letter or other
      agreement setting forth conditions precedent to the use and
      application of the money deposited in exchange for equity in
      the reorganized Debtors.

                           - and -

  (2) The Debtors will have entered into an agreement with the
      Committee reflecting the consent of the providers of
      proposed "new money" equity commitments described in first
      condition above that provides that at least 75% of the funds
      described in first condition above will be earmarked for
      distribution to the Debtors' prepetition unsecured creditors
      holding allowed claims under a Chapter 11 plan.

If the $250,000,000 threshold is met by Nov. 1, 2012, as provided
in the first condition described above, then the escrowed "new
money" equity cash on deposit as of Nov. 1, 2012 will not be
released from escrow without prior Committee consent or Court
approval; provided, however, that if the "new money" plan is
abandoned by the Debtors because (i) the $250,000,000 threshold is
not met; (ii) additional funds are deposited after Nov. 1, 2012,
but ultimately not enough money is raised in total to make the
"new money" plan confirmable; or (iii) for any other reason, then
the "new money" cash (and/or letters of credit in favor of the
Debtors) on deposit may be released from escrow by agreement of
the Debtors and the depositor and without the consent of the
Committee.  If the "new money" plan has not been abandoned, and
provided that the cash or letters of credit on deposit in escrow
total at least $250,000,000, the consent of the Committee is not
required to cause the release of any amount in excess of
$250,000,000.

The Debtors will immediately engage in good faith discussions with
the Committee and other parties in interest regarding a plan that
provides for an orderly wind-down of their businesses and assets,
in addition to a new money plan based on a new equity infusion.

As reported in the Oct. 10, 2012 edition of the TCR, Arcapita Bank
B.S.C.(c) defended its request for more time to file a Chapter 11
plan, saying a group of lenders mischaracterized the case as
less complex than it is and promoted the "irrational conclusion"
that the Debtor's plan is almost ready.

The Islamic bank filed a reply to the ad hoc group's objection to
its second bid for an extension of the exclusivity periods for
filing a reorganization plan and soliciting acceptances for it.

                        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 SP Financing Adjourned to Oct. 19
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has further adjourned the hearing on Arcapita Bank, B.S.C.(c)'s
motion to enter into a Financing Commitment Letter with Silver
Point Finance, LLC, and to incur the related fees, expenses and
indemnities, scheduled for Oct. 12, 2012, at 11:00 a.m., to
Oct. 19, 2012 at 10:00 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.


ASPEN GROUP: Sophrosyne Capital Discloses 9.6% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Sophrosyne Capital, LLC, disclosed that, as of
Oct. 11, 2012, it beneficially owns 3,571,428 shares of common
stock and warrants (exercisable into common stock) of Aspen Group.
Inc., representing 9.67% of the shares outstanding.  A copy of the
filing is available at http://is.gd/NxOqaJ

                        About Aspen Group

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

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

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

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


ATC VENTURE: Receives NYSE MKT Non-Compliance Notice
----------------------------------------------------
ATC Venture Group Inc. disclosed that on Oct. 5, 2012, the Company
received notice from the NYSE MKT indicating that the Company no
longer complies with the Exchange's continued listing standards
because the aggregate market value of its public float was less
than $1.0 million for 90 consecutive days as set forth in Section
1003(b)(i)(C) of the Exchange's Company Guide, because it has yet
to file its Form 10-Q for the quarter ended June 30, 2012 as set
forth in Sections 134 and 1101 of the Company Guide, and because
of the low price of the Company's common stock as set forth in
Section 1003(f)(v) of the Company Guide.  As a result, the
Company's securities are subject to being delisted from the
Exchange.  The Company intends to appeal this determination and
request a hearing before a committee of the Exchange.  There can
be no assurance that the Company's request for continued listing
will be granted.

Minnetonka, Minn.-based ATC Venture Group Inc. has one distinct
operating segment, Simonsen Iron Works Inc., which is engaged in
the design, manufacture and assembly of an array of parts for
original equipment manufacturers (OEMs) and other customers.  The
Company has offices in Minnetonka, Minn. and Spencer, Iowa, and
has approximately 160,000 square feet of modern manufacturing
facilities in its owned building in Spencer, Iowa.


ATLANTIS OF JACKSONVILLE: Court Dismisses Chapter 11 Case
---------------------------------------------------------
U.S. Bankruptcy Judge Paul M. Glenn entered an order dismissing
The Atlantis of Jacksonville Beach, Inc.'s Chapter 11 case,
effective Sept. 28, 2012.  The Debtor will pay all outstanding
United States Trustee fees within 30 days of the order.

               About Atlantis of Jacksonville Beach

The Atlantis of Jacksonville Beach, Inc., based in Atlantic Beach,
Florida, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-01553) on March 9, 2012.

Judge Paul M. Glenn oversees the case.  The Law Offices of Mickler
& Mickler serves as the Debtor's counsel.

Atlantis of Jacksonville Beach scheduled $10,000,000 in assets and
$6,592,590 in liabilities.  The petition was signed by Chris
Hionides, president.

Affiliate Shoppes of Lakeside Inc. filed for Chapter 11 (Bankr.
M.D. Fla. Case. No. 10-05199) on June 15, 2010.  Neptune Beach,
Florida-based Shoppes of Lakeside holds title to and generates
income from residential and commercial buildings and unimproved
land in Duval County.  The Debtor owns 45 commercial properties
and 10 residential properties.  Attorneys at the Law Offices of
Mickler & Mickler, in Jacksonville, Fla., represents the Debtor as
counsel.  The Company disclosed $39,894,050 in assets and
$37,748,101 in liabilities.


BALDWIN PARK: Fitch Affirms 'BB' Rating on Tax Allocation Bonds
---------------------------------------------------------------
Fitch Ratings has affirmed the following Baldwin Park Public
Financing Authority, CA's sales tax and tax allocation bonds
(TABs):

  -- $4.1 million sales tax and tax allocation refunding bonds,
     series 2003 at 'BB'.

The TABs are removed from Rating Watch Negative.

The Rating Outlook is Negative.

SECURITY

The series 2003 bonds are limited obligations of the authority,
payable from a first lien on sales tax and incremental property
tax revenues derived from the Puente Merced project area and
surplus tax increment revenues of the San Gabriel River, Delta and
Sierra Vista project areas.  These three project areas were merged
with the Puente Merced project area in April 2000 by ordinance of
the City of Baldwin Park (the city).

The bonds are additionally secured by a cash-funded debt service
reserve fund (DSRF) equal to maximum annual debt service (MADS).

KEY RATING DRIVERS

REVENUE DISRUPTION AND DSRF DRAW: Although payment of series 2003
debt service in August 2012 did not require a DSRF draw, in August
2012 the Successor Agency to the Baldwin Park RDA (SA) withdrew
funds from DSRFs to pay a portion of debt service requirements on
two of its other three outstanding series of TABs.  The draw was
required due to a combination of much lower than expected tax
increment distributions in June 2012 from Los Angeles County
(county) under AB 1X 26 and delayed distribution of $600,000 in
housing set-aside funds that was subsequently reversed.

CONTINUING REVENUE UNCERTAINTY: One reserve draw of $401,998 has
been fully replenished (San Gabriel) and one reserve draw
partially replenished ($157,000 of $451,861) (Central Business
District or CBD) but revenue vulnerability remains for 2013 debt
service requirements.  Payment discrepancies in 2012 coupled with
approval requirements for certain requested payments in 2013
create uncertainties as to revenues available for 2013 debt
service requirements and if total payments received are not
sufficient, could again result in DSRF draws.

INCREASED RELIANCE ON SALES TAX: Credit quality is further
compromised by the increased dependence upon volatile sales taxes
to pay series 2003 debt service as a result of the shortfall in
tax increment distributions.  Sales taxes generated within a small
commercial development have fluctuated, falling 40% between
fiscals 2007 and 2008.  Sales tax revenues for 2013 are
conservatively forecasted at $420,000.  Collections have failed to
fully cover maximum annual debt service (MADS) in recent years and
are not expected to cover debt service of approximately $532,000
in 2013.

ADEQUATE HISTORICAL DEBT SERVICE COVERAGE: Coverage of series 2003
annual debt service from pledged Puente Merced tax project area
increment and sales taxes and surplus revenues from the merged
project areas has averaged an adequate 1.6x over the past two
years (2010 and 2011).

DECLINING TAXABLE VALUES: Taxable values within the merged project
area (Puente Merced, San Gabriel River, Delta and Sierra Vista)
have fallen by 5.6% over the past two years.  A recent increase in
appeals activity may signal further assessed value (AV)
reductions, although expected AV losses would total a moderate
$3.7 million or 1% of incremental assessed value (IV) based on
projections.

TAXPAYER CONCENTRATION RISK: Moderately high concentration exists
within the merged project area, with the top 10 taxpayers
representing 26% of IV.  Top taxpayers include Wal-Mart ('AA' with
a Stable Outlook by Fitch), Home Depot ('A-', Stable Outlook), and
several multi-tenant offices and retail buildings.

INCREMENTAL REVENUE STABLITY: The merged project area is mature
with a high IV ($614.2 million) relative to the base year ($88
million).  As a result, tax increment revenues respond less
dramatically to changes in total AV.

BELOW AVERAGE SOCIOECONOMIC PROFILE: Baldwin Park is a lower
income community, exhibiting a high incidence of individual
poverty, and high levels of unemployment.

WHAT COULD TRIGGER A RATING ACTION

ADDITIONAL REVENUE SHORTFALLS: The SA projects having sufficient
funds from sales tax revenues both on hand and expected over the
course of the year to fully cover the series 2003 debt service
payments in February and August 2013.  Continuing overall revenue
uncertainties coupled with approval requirements which result in
shortfalls from projections and further draws on the DSRF to pay
debt service on any SA required debt service will put downward
pressure on the rating.

CREDIT PROFILE

SUCCESSOR AGENCY REQUIRES DSRF DRAWDOWN; REVENUE UNCERTAINTIES
CONTINUE

The Baldwin Park Successor Agency (SA), the designated successor
agency to the RDA, withdrew a total of $853,859 from the DSRF to
cover debt service due on August 1 for two of its four outstanding
TABs.  The Fitch-rated series 2003 TABs, however, were paid from
pledged sales taxes already received from the Puente Merced
project area.

The RDA historically borrowed internally from either RDA reserves
or the city to cover timing mismatches between tax revenue
receipts and debt service payments.  The internal loans were
repaid from subsequent tax increment revenues.  However, lack of
available RDA cash reserves and lower than expected tax
distributions have significantly increased the SA's borrowing
needs.

Cash in the combined DSRFs totalled $2.9 million prior to the
draws and was more than sufficient to fund approximately $1.4
million of August and September debt service requirements ($1.8
million total less $430,000 attributable to the series 2003
bonds). The CBD reserve funds are not available for the merged
project area debt service.  City officials drew on the DSRF rather
than lend funds to the SA for upcoming debt service due to
required approvals for such a loan and uncertainty that future tax
distributions from the county would be sufficient to repay the
loan.  The SA has included a request for reserve draw
reimbursement in its January 1 to June 30, 2013 Recognized Payment
Schedule (ROPS) request.  $558,998 of the total DSRF draws has
been replenished thus far following approval of the use of set-
aside funds and a deferral amount.

County officials are projecting that the SA will receive $1.9
million of net tax increment allocations for the January 2013
distribution and approximately $800,000 for the June 2013
distribution.  The SA projects annual sales tax revenues at a
conservative $420,000.  The SA has also requested approval for
reimbursement of approximately $779,000 housing funds for use in
paying 2013 debt service requirements.  The total amount of
projected funds for 2013 would be sufficient to replenish the DSRF
draw and, with expected sales tax collections, meet all
requirements for 2013 debt service.  Fitch believes the
projections may be overoptimistic given recent payment trends and
further approval requirements.

LOWER THAN EXPECTED TAX PAYMENTS FROM THE COUNTY

The July 2012 downgrade to 'BB' reflected the SA's extensive use
of DSRFs to fund debt service costs as a result of much lower than
expected June 1st tax-increment distribution received by the SA
from the county and a housing set-aside amount for $600,000 which
subsequently reversed.  Fitch notes as a key credit concern the
fact that officials from the county and the SA have not mutually
established the reasons for the discrepancy which calls into
question the adequate and continuous flow of sufficient revenue to
cover obligations.

The state department of finance approved the SA's ROPS for both
the January through June and July through December 2012 periods.
The amount approved for the latter period was approximately $2.6
million.  The SA's $1.7 million June 1st distribution from the
Redevelopment Property Tax Trust Fund (RPTTF) represented tax
increment collected within four project areas from February to May
2012.  The distribution was approximately 27% below the $2.3
million available to the RDA for the same period in 2011 and below
the $2.6 million approved on the ROPS.  Based on 2012 taxable
values among the four merged project areas, fiscal 2013 tax
increment revenues should be about 5% lower than the prior year
level.

After payment of senior lien pass-through payments, administration
fees and housing set-aside allocations, about $790,000 was
actually distributed to the SA.  This resulted in the required
DSRF draw.

PLEDGED SALES TAX PROVIDES ADDITIONAL BUT VOLATILE SECURITY

The shortfall in tax-increment distributions has increased
reliance upon sales taxes to meet series 2003 debt service
requirements; the only outstanding RDA TABs additionally secured
by a sales tax derived the pledged project area.  The use of
pledged sales taxes to pay RDA debt service is not subject to
semi-annual state approval.

Sales tax collections are derived from the Puente Merced project
area; a small commercial district. Collections have proven
volatile, declining by 40% between fiscals 2007 and 2008 although
collections have since been more stable, increasing by about 8% in
fiscal 2011.  The below investment-grade rating reflects the
resulting increased dependence upon volatile sales taxes to pay
series 2003 bond debt service.

PROJECT AREA PROFILE

The Puente Merced project area consists of 16 acres adjacent to
the San Bernardino I-10 Freeway.  Development includes the Baldwin
Park Towne Shopping Center with Home Depot as its main anchor, and
a Marriott Courtyard Hotel.  Fiscal 2012 project area AV totalled
$39 million, down 0.4% from the prior year.  The tax base is
highly concentrated with the top 10 taxpayers accounting for 98%
of AV.

Five of the city's six project areas were merged in 2000 including
the Puente Merced project area.  The merged project area totals
788 non-contiguous acres in the city's downtown area, largely
comprising commercial and industrial properties with a small
residential component.

The merged project area IV for fiscal 2012 totals $614.2 million
or 7.0x the base year AV of $88 million.  The ratio of incremental
AV over the base year AV reduces volatility in incremental tax
revenue to changes in the AV of the project area.  The merged
project area AV has declined by a total of 5.6% over fiscals 2011
and 2012, preceded by two years of robust growth.  The merged
project area tax base is somewhat concentrated although much more
diverse than Puente Merced.  The top 10 taxpayers in the merged
area account for 23% of AV and 26% of IV.  Wal-Mart and Home Depot
are the two largest taxpayers at 4.3% and 2.7% of AV,
respectively.

Pending appeals within the merged project area increased
significantly in both number and value in fiscal 2011,
particularly in the San Gabriel River and Sierra Vista project
areas.  The AV of pending appeals more than doubled from $54
million (8.6% of IV) in fiscal 2010 to $116 million in fiscal 2011
(16% of AV) while the average success rate jumped from 14% to 22%.
The heightened level of appeals signals further reductions in AV
although based on average success rates, projections indicate the
tax base would lose about $3.7 million or a manageable 1% of IV.

BELOW-AVERAGE SOCIOECONOMIC PROFILE

Fitch considers the city's economic and demographic profile weak.
A very young population contributes to per capita income levels
that equal 52%-56% of the state and U.S. average.  Median
household income approaches the national average but is only 84%
of the state. The city's individual poverty rate is also high.
The educational achievement of the local labor force is well below
the state and nation, contributing to high levels of unemployment.
Unemployment remains high at 14.8% in July 2012 compared to 10.9%
in California and 8.3% nationally, although lower than the prior
year's July unemployment rate of 16.4%.

Baldwin Park is located in western Los Angeles County,
approximately 20 miles east of downtown Los Angeles.  The city
encompasses 6.7 square miles and is near fully built-out.  The
city had previously experienced strong growth due to infill
development, but the city's population trends were static between
2000 and 2010.  The city is served by I-10 (the San Bernardino
Freeway), I-605 (the San Gabriel River Freeway), and I-210 (the
Foothill Freeway) making the greater Los Angeles metro area easily
accessible for local residents.


BEAZER HOMES: Effects a 1-for-5 Reverse Stock Split
---------------------------------------------------
Beazer Homes USA, Inc., announced the effectiveness of a 1-for-5
reverse split of its common stock.  Shares of Beazer Homes common
stock will begin trading on a split-adjusted basis on the New York
Stock Exchange under the Company's existing symbol "BZH" upon the
opening of the NYSE on Oct. 12, 2012.

Beazer Homes' stockholders approved the reverse stock split at a
special meeting of stockholders held on Oct. 11, 2012.  As a
result, every five shares of Beazer Homes common stock outstanding
have been combined into one share of common stock, reducing the
number of shares of Beazer Homes common stock outstanding from
approximately 123 million to approximately 24.6 million.  In
addition, the number of authorized shares will be reduced from 180
million shares to 100 million shares.

After discussion with several institutional stockholders, the
Company's Board of Directors has determined that it will propose
and recommend at its upcoming 2013 annual meeting a further
decrease in the number of shares of common stock authorized for
issuance from 100 million to 63 million.

No fractional shares will be issued in connection with the reverse
stock split.  Instead, Beazer Homes' transfer agent will aggregate
all fractional shares that otherwise would have been issued as a
result of the reverse stock split and those shares will be sold
into the market.  Stockholders who would have held a fractional
share of Beazer Homes common stock will receive a cash payment
from the net proceeds of that sale in lieu of that fractional
share.

Upon the opening of the NYSE on Oct. 12, 2012, shares of Beazer
Homes common stock will trade under a new CUSIP number (07556Q
881) and a new ISIN (US07556Q8814).

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company's balance sheet at June 30, 2012, showed $1.82 billion
in total assets, $1.64 billion in total liabilities, and
$179.07 million in total stockholders' equity.

                           *     *     *

Beazer carries (i) a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's, (ii) 'Caa2' probability of
default and corporate family ratings from Moody's, and
(iii) 'B-' issuer default rating from Fitch Ratings.

Moody's said in July 2012 that the 'Caa2' CFR reflects Moody's
expectation that Beazer's operating and financial performance,
while improving, will remain weak through fiscal 2013.
Moody's expects that Beazer's cash flow generation will continue
to be weak in fiscal 2012 and 2013.

"Our current rating outlook on Beazer is negative. We would
consider a downgrade if the company's EBITDA growth fails to meet
our expectations or if the downturn in the housing market lingers
longer than we expect and unit volume remains depressed," S&P
said in July 2012.

As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'.  The upgrade and the Stable
Outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013.  The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.


BERNARD L. MADOFF: NY AG Says $415-Mil. Deal Not Madoff's Property
------------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that New York's
attorney general on Thursday insisted that the funds former
Bernard L. Madoff hedge fund manager J. Ezra Merkin will use to
pay a $415 million settlement with victims do not belong to the
Madoff estate, despite its trustee's arguments to the contrary.

Eric T. Schneiderman again urged U.S. District Judge Jed S. Rakoff
to remove from bankruptcy court Madoff trustee Irving Picard's
adversary suit that aims to block the Mervin deal, according to
Bankruptcy Law360.

                       About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BERJAC OF OREGON: Bullivant Houser OK'd as Trustee's Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
Thomas A. Huntsberger, Chapter 11 trustee in the bankruptcy estate
of Berjac of Oregon to employ Thomas A. Geber and the law firm of
Bullivant Houser Bailey, P.C.O, as his general counsel.

Mr. Gerber will represent the trustee at $405 per hour, while the
attorneys' hourly rates range from $250 to $405.

To the best of the trustee's knowledge, the firm does not hold any
interest adverse to the bankruptcy estate.

                      About Berjac of Oregon

Berjac of Oregon filed a Chapter 11 petition (Bankr. D. Ore. Case
No. 12-63884) in Eugene, Oregon, on Aug. 31, 2012.  Its affiliate,
Berjac of Portland, Oregon, also sought Chapter 11 bankruptcy
protection.

Berjac -- http://www.berjac.com/-- has provided insurance premium
financing to insureds in the Western United States since 1963.
Michael S. Holcomb, owns the Berjac partnerships with his brother
Gary.

According to The Oregonian, on the date of the bankruptcy filing,
state regulators fined Berjac $900,000, saying that 275 investors
might have lost up to $35 million making risky loans to the
Holcombs' firms.  The Oregonian said state officials moved quickly
to issue a press release before the Labor Day weekend to warn
other investors of the firm's alleged illegal scheme and apparent
financial woes.

In cease-and-desist orders issued late August 2012, the Oregon
Division of Finance and Corporate Securities accused Berjac and
the Holcomb brothers of violating Oregon securities laws.  The
orders allege the Holcombs sold unsecured notes to investors
without registering them, getting a license or offering investors
a detailed prospectus.

Judge Frank R. Alley, III, presides over the case.  The Law
Offices of Keith Y. Boyd, Esq., serves as the Debtors' counsel.
Berjac of Oregon disclosed $5,412,444 in assets and $44,761,597 in
liabilities as of the Chapter 11 filing.

Thomas A. Huntsberger is appointed as the Chapter 11 trustee.
Thomas A. Geber and the law firm of Bullivant Houser Bailey,
P.C.O, serve as the trustee's general counsel.

The seven-member Official Committee of Unsecured Creditors is
represented by David B. Mills.


BERJAC OF OREGON: David B. Mills Approved as Committee Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
the Official Committee of Unsecured Creditors in the Chapter 11
case of Berjac of Oregon to retain David B. Mills as its counsel
at the hourly rate of $250.

To the best of the Committee's knowledge, Mr. Mills is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Mr. Mills can be reached at:

         David B. Mills
         115 W. 8th Ave., Suite 390
         Eugene, OR 97401
         Tel: (541) 484-1216
         Fax: (541) 484-5326
         E-mail: davidbmills@cs.com

                      About Berjac of Oregon

Berjac of Oregon filed a bare-bones Chapter 11 petition (Bankr. D.
Ore. Case No. 12-63884) in Eugene on Aug. 31, 2012.  Its
affiliate, Berjac of Portland, Oregon, also sought Chapter 11
bankruptcy protection.

Berjac -- http://www.berjac.com/-- has provided insurance premium
financing to insureds in the Western United States since 1963.
Michael S. Holcomb, owns the Berjac partnerships with his brother
Gary.

According to The Oregonian, on the date of the bankruptcy filing,
state regulators fined Berjac $900,000, saying that 275 investors
might have lost up to $35 million making risky loans to the
Holcombs' firms.  The Oregonian said state officials moved quickly
to issue a press release before the Labor Day weekend to warn
other investors of the firm's alleged illegal scheme and apparent
financial woes.

In cease-and-desist orders issued late August 2012, the Oregon
Division of Finance and Corporate Securities accused Berjac and
the Holcomb brothers of violating Oregon securities laws.  The
orders allege the Holcombs sold unsecured notes to investors
without registering them, getting a license or offering investors
a detailed prospectus.

Judge Frank R. Alley, III, presides over the case.  The Law
Offices of Keith Y. Boyd, Esq., serves as the Debtors' counsel.
Berjac of Oregon disclosed $5,412,444 in assets and $44,761,597 in
liabilities as of the Chapter 11 filing.

Thomas A. Huntsberger is appointed as the Chapter 11 trustee.
Thomas A. Geber and the law firm of Bullivant Houser Bailey,
P.C.O, serves as the trustee's general counsel.

The seven-member Official Committee of Unsecured Creditors is
represented by David B. Mills.


BERJAC OF OREGON: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Berjac of Oregon filed with the U.S. Bankruptcy Court for the
District of Oregon its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,301,570
  B. Personal Property            $2,110,874
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $1,612,179
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $43,149,418
                                 -----------      -----------
        TOTAL                     $5,412,444      $44,761,597

                      About Berjac of Oregon

Berjac of Oregon filed a bare-bones Chapter 11 petition (Bankr. D.
Ore. Case No. 12-63884) in Eugene on Aug. 31, 2012.  Its
affiliate, Berjac of Portland, Oregon, also sought Chapter 11
bankruptcy protection.

Berjac -- http://www.berjac.com/-- has provided insurance premium
financing to insureds in the Western United States since 1963.
Michael S. Holcomb, owns the Berjac partnerships with his brother
Gary.

According to The Oregonian, on the date of the bankruptcy filing,
state regulators fined Berjac $900,000, saying that 275 investors
might have lost up to $35 million making risky loans to the
Holcombs' firms.  The Oregonian said state officials moved quickly
to issue a press release before the Labor Day weekend to warn
other investors of the firm's alleged illegal scheme and apparent
financial woes.

In cease-and-desist orders issued late August 2012, the Oregon
Division of Finance and Corporate Securities accused Berjac and
the Holcomb brothers of violating Oregon securities laws.  The
orders allege the Holcombs sold unsecured notes to investors
without registering them, getting a license or offering investors
a detailed prospectus.

Judge Frank R. Alley, III, presides over the case.  The Law
Offices of Keith Y. Boyd, Esq., serves as the Debtors' counsel.
Berjac of Oregon disclosed $5,412,444 in assets and $44,761,597 in
liabilities as of the Chapter 11 filing.

Thomas A. Huntsberger is appointed as the Chapter 11 trustee.
Thomas A. Geber and the law firm of Bullivant Houser Bailey,
P.C.O, serves as the trustee's general counsel.

The seven-member Official Committee of Unsecured Creditors is
represented by David B. Mills.


BERJAC OF OREGON: Thomas A. Huntsberger Named Ch. 11 Trustee
------------------------------------------------------------
Robert D. Miller Jr., U.S. Trustee for Region 18 appointed

         Thomas A. Huntsberger
         870 W. Centennial Blvd.
         Springfield, OR 97477

as Chapter 11 Trustee in the bankruptcy case of Berjac of Oregon.

On Sept. 18, the Hon. Thomas M. Renn directed the U.S. Trustee to
appoint a Chapter 11 trustee.

The U.S. Trustee consulted with these parties-in-interest
regarding the appointment of the trustee: (i) Keith Boyd and
Wilson Muhlheim, counsel for Debtor; (ii) David B. Mills, counsel
for the Unsecured Creditors Committee; (iii) Loren Scott, counsel
for Century Bank; (iv) Dan Rosenhouse, Sr. Assistant Attorney
General for the State of Oregon; and (v) Scott Palmer, attorney
for the Broughton Living Trust.

The trustee's bond will be set at the amount of $500,000.  The
bond will be filed with the Clerk of the U.S. Bankruptcy Court for
the District of Oregon.

To the best of the U.S. Trustee's knowledge, Mr. Huntsberger
doesn't hold or represent any interest adverse to the estate.

                      About Berjac of Oregon

Berjac of Oregon filed a bare-bones Chapter 11 petition (Bankr. D.
Ore. Case No. 12-63884) in Eugene on Aug. 31, 2012.  Its
affiliate, Berjac of Portland, Oregon, also sought Chapter 11
bankruptcy protection.

Berjac -- http://www.berjac.com/-- has provided insurance premium
financing to insureds in the Western United States since 1963.
Michael S. Holcomb, owns the Berjac partnerships with his brother
Gary.

According to The Oregonian, on the date of the bankruptcy filing,
state regulators fined Berjac $900,000, saying that 275 investors
might have lost up to $35 million making risky loans to the
Holcombs' firms.  The Oregonian said state officials moved quickly
to issue a press release before the Labor Day weekend to warn
other investors of the firm's alleged illegal scheme and apparent
financial woes.

In cease-and-desist orders issued late August 2012, the Oregon
Division of Finance and Corporate Securities accused Berjac and
the Holcomb brothers of violating Oregon securities laws.  The
orders allege the Holcombs sold unsecured notes to investors
without registering them, getting a license or offering investors
a detailed prospectus.

Judge Frank R. Alley, III, presides over the case.  The Law
Offices of Keith Y. Boyd, Esq., serves as the Debtors' counsel.
Berjac of Oregon disclosed $5,412,444 in assets and $44,761,597 in
liabilities as of the Chapter 11 filing.

Thomas A. Huntsberger is appointed as the Chapter 11 trustee.
Thomas A. Geber and the law firm of Bullivant Houser Bailey,
P.C.O, serves as the trustee's general counsel.

The seven-member Official Committee of Unsecured Creditors is
represented by David B. Mills.


BERJAC OF OREGON: Trustee Taps Krista Lacis as Operating Analyst
----------------------------------------------------------------
Thomas A. Huntsberger, Chapter 11 Trustee in for the bankruptcy
estate of Berjac of Oregon asks the U.S. Bankruptcy Court for the
District of Oregon for permission to employ Krista Lacis, CPA as
monthly operating analyst.

According to the trustee, Ms. Lacis' standard hourly rate is $100
and she has not received any retainer from the Debtor.

To the best of the trustee's knowledge, Ms. Lacis does not hold or
represent interest adverse to the estate.

                      About Berjac of Oregon

Berjac of Oregon filed a bare-bones Chapter 11 petition (Bankr. D.
Ore. Case No. 12-63884) in Eugene, Oregon, on Aug. 31, 2012.  Its
affiliate, Berjac of Portland, Oregon, also sought Chapter 11
bankruptcy protection.

Berjac -- http://www.berjac.com/-- has provided insurance premium
financing to insureds in the Western United States since 1963.
Michael S. Holcomb, owns the Berjac partnerships with his brother
Gary.

According to The Oregonian, on the date of the bankruptcy filing,
state regulators fined Berjac $900,000, saying that 275 investors
might have lost up to $35 million making risky loans to the
Holcombs' firms.  The Oregonian said state officials moved quickly
to issue a press release before the Labor Day weekend to warn
other investors of the firm's alleged illegal scheme and apparent
financial woes.

In cease-and-desist orders issued late August 2012, the Oregon
Division of Finance and Corporate Securities accused Berjac and
the Holcomb brothers of violating Oregon securities laws.  The
orders allege the Holcombs sold unsecured notes to investors
without registering them, getting a license or offering investors
a detailed prospectus.

Judge Frank R. Alley, III, presides over the case.  The Law
Offices of Keith Y. Boyd, Esq., serves as the Debtors' counsel.
Berjac of Oregon disclosed $5,412,444 in assets and $44,761,597 in
liabilities as of the Chapter 11 filing.

Thomas A. Huntsberger is appointed as the Chapter 11 trustee.
Thomas A. Geber and the law firm of Bullivant Houser Bailey,
P.C.O, serves as the trustee's general counsel.

The seven-member Official Committee of Unsecured Creditors is
represented by David B. Mills.


BERJAC OF OREGON: Trustee Taps Luvaas for Advice on Plan
--------------------------------------------------------
Thomas A. Huntsberger, Chapter 11 trustee in the bankruptcy estate
of Berjac of Oregon, asks the U.S. Bankruptcy Court for the
District of Oregon for permission to employ Luvaas Cobb and Wilson
C. Muhlheim as special counsel for representation on the limited
matters.

Prior to the appointment of the trustee, Mr. Muhlheim and the
Luvaas firm had been engaged to preserve the Debtor's assets.  The
firm will:

   -- investigate of the real estate loan portfolios and correct
      documentation deficiencies related thereto; and

   -- initiate litigation, as directed by the trustee as necessary
      to protect collateral and loan assets.

In a separate filing, the trustee also seeks permission for Luvaas
and Mr. Muhlheim to render, among other things:

   a. analysis, recovery, and disposition of assets;

   b. assistance with DIP Financing;

   c. advice regarding business operations during the
      reorganization period including cash collateral issues; and

   d. advice on structuring and development of a plan of
      reorganization.

On Aug. 31, 2012, Luvaas was paid $11,500 from the $60,000
retainer.  The standard hourly rates of the Luvaas' personnel are:

         Wilson C. Muhlheim                 $300
         Troy Slonecker                     $150
         Partners                           $250
         Associates                         $150
         Paralegals                          $75

To the best of the trustee's knowledge, neither Luvaas nor
Mr. Muhlheim hold or represent any interest adverse to the estate.

                      About Berjac of Oregon

Berjac of Oregon filed a bare-bones Chapter 11 petition (Bankr. D.
Ore. Case No. 12-63884) in Eugene on Aug. 31, 2012.  Its
affiliate, Berjac of Portland, Oregon, also sought Chapter 11
bankruptcy protection.

Berjac -- http://www.berjac.com/-- has provided insurance premium
financing to insureds in the Western United States since 1963.
Michael S. Holcomb, owns the Berjac partnerships with his brother
Gary.

According to The Oregonian, on the date of the bankruptcy filing,
state regulators fined Berjac $900,000, saying that 275 investors
might have lost up to $35 million making risky loans to the
Holcombs' firms.  The Oregonian said state officials moved quickly
to issue a press release before the Labor Day weekend to warn
other investors of the firm's alleged illegal scheme and apparent
financial woes.

In cease-and-desist orders issued late August 2012, the Oregon
Division of Finance and Corporate Securities accused Berjac and
the Holcomb brothers of violating Oregon securities laws.  The
orders allege the Holcombs sold unsecured notes to investors
without registering them, getting a license or offering investors
a detailed prospectus.

Judge Frank R. Alley, III, presides over the case.  The Law
Offices of Keith Y. Boyd, Esq., serves as the Debtors' counsel.
Berjac of Oregon disclosed $5,412,444 in assets and $44,761,597 in
liabilities as of the Chapter 11 filing.

Thomas A. Huntsberger is appointed as the Chapter 11 trustee.
Thomas A. Geber and the law firm of Bullivant Houser Bailey,
P.C.O, serves as the trustee's general counsel.

The seven-member Official Committee of Unsecured Creditors is
represented by David B. Mills.


BERJAC OF OREGON: U.S. Trustee Appoints 7-Member Creditors Panel
------------------------------------------------------------------
Robert D. Miller Jr., U.S. Trustee for Region 18, appointed these
unsecured creditors to serve in the Official Committee of
Unsecured Creditors in the Chapter 11 case of Berjac of Oregon.

The Committee comprises of:

      1. Charlene Cox, chairperson
         c/o John Cox
         2883 Martinque
         Eugene, OR 97408
         Tel: (541) 344-8139
         E-mail: jcox@eugene-law.com

      2. Broughton Living Trust
         c/o Eric R. Thoreson
         686 Quail Lane
         Roseburg, OR 97471
         Tel: (541) 817-6633
         Fax: (541) 672-7998
         E-mail: ethoreson@mcsi.net

      3. George S. Karotko
         756 McKenzie Crest Drive
         Springfield, OR 97477
         Tel: (541) 736-1613
         Fax: (541) 736-1613
         E-mail: gandykar@comcast.net

      4. Timothy A. Hutchinson
         550 SW Viewmont Dr.
         Portland, OR 97225
         Tel: (415) 457-0459
         Fax: (415) 457-0459
         E-mail: thutch@yahoo.com

      5. Theodore & Loretta Glass Joint Trust
         c/o James P. Mischkot, Jr.
         P.O. Box 40205
         Eugene, OR 97404
         Tel: (541) 729-4116
         Fax: (541) 688-5982
         E-mail: jp@glasstreecare.com

      6. Wildish Standard Paving Co.
         c/o Steven J. Wildish
         P.O. Box 40310
         Eugene, OR 97404
         Tel: (541) 485-1700
         Fax: (541) 683-7722
         E-mail: steve@wildish.com

      7. George Rex
         1650 NW Murray Road
         Portland, OR 97229
         Tel: (503) 319-2994
         E-mail: gmrex@msn.com

                      About Berjac of Oregon

Berjac of Oregon filed a bare-bones Chapter 11 petition (Bankr. D.
Ore. Case No. 12-63884) in Eugene on Aug. 31, 2012.  Its
affiliate, Berjac of Portland, Oregon, also sought Chapter 11
bankruptcy protection.

Berjac -- http://www.berjac.com/-- has provided insurance premium
financing to insureds in the Western United States since 1963.
Michael S. Holcomb, owns the Berjac partnerships with his brother
Gary.

According to The Oregonian, on the date of the bankruptcy filing,
state regulators fined Berjac $900,000, saying that 275 investors
might have lost up to $35 million making risky loans to the
Holcombs' firms.  The Oregonian said state officials moved quickly
to issue a press release before the Labor Day weekend to warn
other investors of the firm's alleged illegal scheme and apparent
financial woes.

In cease-and-desist orders issued late August 2012, the Oregon
Division of Finance and Corporate Securities accused Berjac and
the Holcomb brothers of violating Oregon securities laws.  The
orders allege the Holcombs sold unsecured notes to investors
without registering them, getting a license or offering investors
a detailed prospectus.

Judge Frank R. Alley, III, presides over the case.  The Law
Offices of Keith Y. Boyd, Esq., serves as the Debtors' counsel.
Berjac of Oregon disclosed $5,412,444 in assets and $44,761,597 in
liabilities as of the Chapter 11 filing.

Thomas A. Huntsberger is appointed as the Chapter 11 trustee.
Thomas A. Geber and the law firm of Bullivant Houser Bailey,
P.C.O, serves as the trustee's general counsel.

The seven-member Official Committee of Unsecured Creditors is
represented by David B. Mills.


BIG SANDY: Wells Fargo Balks at Proposed Asset Sale
---------------------------------------------------
Dow Jones Newswires reports that Wells Fargo & Co., representing a
group of investors, objected to the proposed sale of Mile High
Banks, saying the $5.5 million offer would leave the investors
with "virtually nothing."

Big Sandy Holding Co., the bank holding company, filed for Chapter
11 bankruptcy in September with a plan to sell the bank, saying
the bank would be taken over by the Federal Deposit Insurance
Corp. if the sale were unsuccessful.  Strategic Growth Bancorp
Inc. has offered $5.5 million for the 13 locations and pledged to
put $9 million toward recapitalizing the bank.

According to the report, in documents filed with the U.S.
Bankruptcy Court in Denver, Wells Fargo said the investors it
represents are the only significant creditors in the case and are
owed $44 million.  Once Mile High's adviser is paid $3 million and
$1 million is used as bankruptcy financing, nothing will be left
for the investors, it said.

The report notes Big Sandy said a takeover by the FDIC "does not
appear to be a short-term likelihood."  "Instead the debtor
appears to be using the FDIC as a bogeyman to avoid scrutiny of
the transaction and pressure creditors and this court into an
inappropriate sale."

The report relates Big Sandy said when it filed for bankruptcy
that it was searching for better and higher offers but that
Strategic Growth's bid is the result of a three-year search.

The report adds, in 2011, FDIC examiners determined the bank was
"undercapitalized."  So bank officials submitted a plan that
outlined ways to recapitalize that included merger and sale
opportunities.

According to the report, bank executives tried to fix the poor
performance, but by fall, the bank's condition had worsened,
causing it to fall into the FDIC's "significantly
undercapitalized" category.

The report says the investors would like to see a longer sale
timeline, saying that there are other assets that the bank hasn't
examined, including a $21 million tax refund that Mile High is
anticipating, $35 million in net operating loss tax credits and
insurance claims.

According to the report, Wells Fargo also said the proposed sale
doesn't foster competitive bidding because of the $1 million
breakup fee Strategic Growth would be owed if it is outbid at
auction and the $500,000 overbid requirement to challenge
Strategic Growth.  In addition, this sale may favor Mile High's
senior management over creditor interests, Wells Fargo said.

                          About Big Sandy

Founded in 1991, Big Sandy Holding Company is a Colorado
corporation registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended.  Big Sandy is the direct
corporate parent of Mile High Banks, a Colorado state chartered
Bank.

Big Sandy filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 12-30138) on Sept. 27, 2012, to recapitalize the Bank.

Bankruptcy Judge Michael E. Romero presides over the case.
Michael J. Pankow, Esq., and Joshua M. Hantman, Esq., at
Brownstein Hyatt Farber Schreck, LLP, serve as the Debtor's
counsel.

In its petition, Big Sandy estimated $10 million to $50 million in
assets and debts.  The petition was signed by Dan Allen,
chairman/CEO/president.

Big Sandy has a deal to sell substantially all of its assets --
essentially 100% of the issued and outstanding capital stock of
Mile High Banks -- Strategic Growth Bancorp Inc., subject to
higher and better offers.  Strategic is prepared to proceed with a
transaction which would recapitalize the Bank in accordance with
regulatory requirements -- by up to $90 million -- and acquire the
Bank from the Debtor for $5.5 million.


BLAST ENERGY: Offering $50 Million Common Shares
------------------------------------------------
PEDEVCO Corp., formerly known as Blast Energy Services, filed with
the U.S. Securities and Exchange Commission a Form S-1
registration statement relating to the offering of $50 million
common stock.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "PEDO."  On Oct. 8, 2012, the last reported bid
price per share of the Company's common stock as quoted on the
OTCBB was $2.00.

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

                        http://is.gd/QuiaJo

                        About Blast Energy

Houston, Texas-based Blast Energy Services, Inc., is seeking to
become an independent oil and gas producer with additional revenue
potential from its applied fluid jetting technology.  The Company
plans to grow operations initially through the acquisition of oil
producing properties and then eventually, to acquire oil and gas
properties where its applied fluid jetting process could be used
to increase the field production volumes and value of the
properties in which it owns an interest.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, GBH CPAs, PC, in Houston, Texas,
expressed substantial doubt about Blast Energy Services' ability
to continue as a going concern.  The independent auditors noted
that Blast incurred a loss from continuing operations for 2011,
and has an accumulated deficit at Dec. 31, 2011.

The Company reported a net loss of $4.14 million for 2011,
compared with a net loss of $1.51 million for 2010.

The Company's balance sheet at March 31, 2012, showed $1.86
million in total assets, $3.98 million in total liabilities and a
$2.11 million total stockholders' deficit.


BLAST ENERGY: GBH Continues to Serve as Accountants
---------------------------------------------------
GBH CPAs, PC., were the accountants of PEDEVCO Corp. (formerly
Blast Energy Services, Inc.) as of July 27, 2012, the date that
PEDEVCO completed the transactions contemplated by the Agreement
and Plan of Reorganization, dated as of Jan. 13, 2012, by and
among the Company, Blast Acquisition Corp. and Pacific Energy
Development Corp.  GBH has remained the Company's independent
public accountants without interruption since the completion of
the Transaction.

The Transaction was treated as a "reverse acquisition" for
accounting purposes, with PEDCO being treated as the acquiring
entity.  Pursuant to the U.S. Securities and Exchange Commission's
Financial Reporting Manual, a reverse acquisition always results
in a change in accountants, unless the same accountants reported
on the most recent financial statements of both the registrant and
the accounting acquirer (which is not the case here).

Accordingly, GBH is considered to be the Company's "successor
accountant," and SingerLewak LLP is considered to be the Company's
"predecessor accountant."

Following the closing of the Transaction, the Company dismissed
SingerLewak as the independent accounting firm associated with the
financial statements of the Company's subsidiary, PEDCO, for all
periods after June 30, 2012.  The decision to dismiss SingerLewak
as the independent accounting firm associated with the financial
statements of PEDCO was made by PEDCO's chief executive officer
and subsequently approved by the Company's board of directors.
The Company's chief executive officer made the decision to
continue with GBH as the independent public accountants for the
Company without interruption following the closing of the
Transaction, with that decision subsequently ratified by the
Company's board of directors.

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

                         http://is.gd/BVEub8

                         About Blast Energy

Houston, Texas-based Blast Energy Services, Inc., is seeking to
become an independent oil and gas producer with additional revenue
potential from its applied fluid jetting technology.  The Company
plans to grow operations initially through the acquisition of oil
producing properties and then eventually, to acquire oil and gas
properties where its applied fluid jetting process could be used
to increase the field production volumes and value of the
properties in which it owns an interest.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, GBH CPAs, PC, in Houston, Texas,
expressed substantial doubt about Blast Energy Services' ability
to continue as a going concern.  The independent auditors noted
that Blast incurred a loss from continuing operations for 2011,
and has an accumulated deficit at Dec. 31, 2011.

The Company reported a net loss of $4.14 million for 2011,
compared with a net loss of $1.51 million for 2010.

The Company's balance sheet at March 31, 2012, showed $1.86
million in total assets, $3.98 million in total liabilities and a
$2.11 million total stockholders' deficit.


BONDS.COM GROUP: Amends 2011 Periodic Reports
---------------------------------------------
Bonds.com Group, Inc., filed an amendment to its quarterly reports
on Forms 10-Q for the interim period ended March 31, 2011,
June 30, 2011, and Sept. 30, 2011, to, among other things, restate
the Company's unaudited condensed consolidated financial
statements for those periods and restate disclosures in
Management's Discussion and Analysis.

Bonds.com Group erroneously accounted for the sale of units
comprised of its Series D and D-1 convertible preferred stock, par
value $0.0001 per share, and warrants for its common stock, par
value $0.0001 per share, during Bonds.com Group's first and second
quarters of fiscal 2011.  These errors caused the beneficial
conversion feature of the Series D Preferred to be overstated and
the incorrect assignment of a beneficial conversion feature to the
Series D-1 Preferred, and those errors generally resulted in an
overstatement of the deemed dividends recorded on Bonds.com
Group's preferred stock and the related expense.

Additionally, during the first, second and third fiscal quarters
of 2011, Bonds.com Group erroneously used a volume-weighted
average price methodology for measuring the fair value of Common
Stock as a component in certain accounting valuation calculations.
Bonds.com Group has determined that VWAP was not an acceptable
methodology for accounting purposes, and it has obtained an
appraisal of the fair value of Common Stock, which is an
acceptable methodology.  The result of the incorrect use of the
VWAP methodology was to overstate the fair value of Common Stock
and thereby further overstate the deemed dividends on Bonds.com
Group's preferred stock and related expense, overstate the losses
incurred by it on certain derivative financial instruments and
overstate Bonds.com Group's share based compensation expense.

The Company's restated statements of operations reflect a net loss
of $3.12 million on $820,746 of revenue for the three months ended
March 31, 2011, compared with a net loss of $5.81 million on
$820,746 of revenue as originally reported.  A copy of the amended
Q1 Form 10-Q is available at http://is.gd/vUAdfe

The second quarter statements of operations, as amended, reflect a
net loss of $2.19 million on $931,675 of revenue for the three
months ended June 30, 2011, in comparison a net loss of $272,099
on $931,675 of revenue as originally reported.  A copy of the
amended Q2 Form 10-Q is available at http://is.gd/us3kjb

The restated statements of operations reflect a net loss of $5.94
million on $1.09 million of revenue for the three months ended
Sept. 30, 2011, in comparison with a net loss of $6.17 million on
$1.09 million of revenue as previously reported.  The Company's
restated balance sheet at Sept. 30, 2011, showed $4 million in
total assets, $12.71 million in total liabilities and a $8.71
million stockholders' deficit.  The Company previously disclosed
$4.10 million in total assets, $15.52 million in total liabilities
and a $11.42 million stockholders' deficit.

A copy of the Q3 Form 10Q is available for free at:

                        http://is.gd/BeVod6

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

The Company reported a net loss of $14.45 million in 2011,
compared with a net loss of $12.51 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$10.87 million in total assets, $14.25 million in total
liabilities, and a $3.38 million total stockholders' deficit.

Daszkal Bolton LLP, in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2011, citing recurring losses and
negative cash flows from operations that raise substantial doubt
about the Company's ability to continue as a going concern.


BURGER KING: Fitch Assigns 'BB' Rating on New Secured Facility
--------------------------------------------------------------
Fitch Ratings has upgraded the ratings of Burger King Worldwide,
Inc. and its related entities.  Fitch has also assigned a 'BB/RR1'
rating to the company's new secured credit facility.

Fitch has upgraded the following ratings:

Burger King Worldwide, Inc. (Parent Holding Co.)

  -- Long-term Issuer Default Rating (IDR) to 'B' from 'B-'.

Burger King Capital Holdings, LLC (BKCH/Parent of Burger King
Holdings, Inc.) and Burger King Capital Finance, Inc.
(BKCF/Financing Subsidiary) as Co-Issuers

  -- Long-term IDR to 'B' from 'B-';
  -- $579.1 million face value of 11% sr. discount notes due 2019
     to 'CCC+/RR6' from 'CCC-/RR6'.

Burger King Holdings, Inc. (Direct Parent of Burger King
Corporation)

  -- Long-term IDR to 'B' from 'B-'.

Burger King Corporation (Operating Company)

  -- Long-term IDR to 'B' from 'B-';
  -- $794.5 million 9.875% senior unsecured notes due 2018 to
     'B/RR4' from 'CCC+/RR5'.

The following new ratings have been assigned:

Burger King Corporation (Operating Company)

  -- $130 million secured revolver due 2015 'BB/RR1';
  -- $1,030 million secured term loan A due 2017 'BB/RR1';
  -- $705 million secured term loan B due 2019 'BB/RR1'.

Fitch has simultaneously withdrawn the following ratings:

Burger King Corporation (Operating Company)

  -- $150 million secured revolver due 2015 'BB-/RR1';
  -- $1,480.7 million secured term loan due 2016 'BB-/RR1';
  -- $235.1 million secured Euro tranche term loan due 2016
     'BB-/RR1'.

At June 30, 2012, Burger King had $3.1 billion of total debt.

The Rating Outlook is Positive.

Rating Rationale:

The upgrade of Burger King's ratings is due to the company's
declining financial leverage, improving same-store sales (SSS)
performance, and good cash flow generation.  Burger King's cash
flow and margins are benefiting from general and administrative
(G&A) expense savings, significant refranchising, global SSS
growth, and international new unit development by franchisees.
Cash flow from operations (CFO), which totaled $343 million for
the latest 12-month (LTM) period ended June 30, 2012, more than
satisfies Burger King's decreasing capital expenditure
requirements resulting in meaningful annual free cash flow (FCF).

Burger King's consolidated EBITDA margin has expanded to over 27%
for the LTM period ended June 30, 2012 from more than 25% at Dec.
31, 2011.  At June 30, 2012, 94% of Burger King's 12,604 units
were franchised, an increase from 90% at Dec. 31, 2011.  Burger
King is succeeding with its goal of being a fully franchised
business.  Fitch expects Burger King's EBITDA margin to experience
considerable additional expansion as a result of the financial
effect of refranchising.

The Positive Outlook reflects Fitch's belief that Burger King's
leverage will continue to decline over the next 12 months from a
combination of modest EBITDA growth and moderate debt reduction.
Coverage ratios should also improve as a result of the firm's
September 2012 credit facility refinancing discussed below.
Burger King is required to utilize a percentage of its excess cash
flow (as defined by the firm's credit agreement and as discussed
below) for the repayment of term loans.

Recent Same-Store Sales Improvement and Credit Metrics:

Burger King's global SSS grew 4.5% during the first six months of
2012, after declining 2.5% for the same period last year.
Comparable sales growth in North America -- which represented 67%
of revenue and 66% of operating income excluding corporate
expenses during 2011 -- was 4.3% during the first half of 2012
versus a decline of 5.6% during the same period last year.  Burger
King has enhanced the quality of its food and is broadening its
appeal to a wider demographic with an expanded line of premium
burgers, smoothies, chicken strips, and salads.  Fitch believes
good systemwide operational execution and continued remodeling of
units will enable Burger King to continue to generate positive
SSS.  Burger King has reported improving guest satisfaction scores
and, as of June 30, 2012, franchisees had completed or have
committed to re-image about 30% of its 7,469 units in North
America.

For the LTM period ended June 30, 2012, rent-adjusted leverage
(defined as total debt plus 8x gross rents-to-operating EBITDA
plus gross rent) was 5.5x. Leverage is down from nearly 7.0x
following the October 2010 leveraged buy-out by 3G Capital
Partners, Ltd. Operating EBITDAR-to-interest expense plus gross
rent was 2.1x, funds from operations (FFO) fixed-charge coverage
was 2.0x, and FCF was $262.6 million for the LTM period. Fitch
believes Burger King's FCF has the potential to approximate $200
million or more in most years, as a highly franchised model is
less capital intensive and the firm does not pay a regular common
dividend.

Refinancing of Secured Credit Facility:

On Sept. 28, 2012, Burger King entered into a new secured credit
facility consisting of a $130 million revolver expiring Oct. 19,
2015, a $1,030 million tranche A term loan due Sept. 28, 2017, and
a $705 million tranche B term loan due Sept. 28, 2019.  Proceeds
were used to refinance the firm's existing secured credit
facility. As a result of the refinancing, Burger King lowered
borrowing rates and extended the maturity dates of its term loans
which were due in 2016 under the old agreement.  Burger King
expects to achieve annual cash interest savings of $25 million
from the recent refinancing of its secured credit facility.

Recovery Ratings:

The 'RR1' Recovery Rating on Burger King's secured debt reflects
Fitch's belief that recovery prospects on these obligations would
remain outstanding at 91%-100% if the firm were to file for
bankruptcy protection or restructure its balance sheet.
Conversely, the 'B/RR4' rating on Burger King's 9.875% 2018 notes
is due to Fitch's view that recovery would be average or in the
31%-50% range in a distressed situation.

The 'CCC+/RR6' rating on Burger King Capital Holdings, LLC's and
Burger King Capital Finance, Inc.'s 11% discount notes due 2019
implies recovery prospects of 10% or less in a distressed
situation.  These notes are structurally subordinated to debt
issued by Burger King Corporation because they are not guaranteed
and were not issued by the operating company which holds the vast
majority of the firm's $5.4 billion of assets at June 30, 2012.

Liquidity and Maturities:

Burger King has consistently maintained good liquidity. At June
30, 2012, the firm had $377.7 million of cash and $138.5 million
of revolver availability net of letters of credit.  Liquidity is
supported by the firm's FCF, which Fitch believes can average at
least $200 million annually as mentioned previously.  Maturities
are manageable in the intermediate term and consist mainly of term
loan amortization payments through 2018. Beginning Dec. 31, 2012,
Burger King's new term loan A amortizes quarterly at a rate of
$6.4 million, stepping up to $12.9 million on Dec. 31, 2013, $19.3
million on Dec. 31, 2014, $25.8 million on Dec. 31, 2015, and
$32.2 million on Dec. 31, 2016 with the balance payable at
maturity.  The new term loan B amortizes in quarterly installments
equal to 0.25% of original principal with the balance due at
maturity.

Financial Covenants:

Burger King's new credit agreement subjects the firm to maximum
total leverage, not adjusted for leases, and minimum interest
coverage financial maintenance covenants. Maximum leverage is
6.25x beginning Dec. 31, 2012, stepping down to 6.0x March 31,
2013 through June 30, 2013, 5.75x Sept. 30, 2013 through March 31,
2014, 5.25x June 30, 2014 through June 30, 2015, and 5.0x
thereafter.  Minimum interest coverage is 1.7x beginning Dec. 31,
2012 until June 30, 2013, increasing to 2.0x after June 30, 2015.
Burger King should maintain ample cushion under these covenants as
current metrics are well within these parameters.

Following the end of the fiscal quarter ending Dec. 31, 2012 and
thereafter, Burger King is required to use 50% of its annual
excess cash flow (as defined by the agreement) for term loan
repayment if total leverage is greater than 4.5x.  The requirement
declines to 25% if total leverage is less than 4.5x but greater
than 3.5x, or 0% if total leverage is less than 3.5x.  Fitch
estimates that total leverage, which as defined by the company's
new credit facility is based on total debt of the borrower and
restricted subsidiaries less up to $450 million of cash, was about
3.6x at June 30, 2012.

What Could Trigger A Rating Action

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

  -- Material additional deleveraging; such that total adjusted
     debt-to-operating EBITDAR approximates 5.0x or lower, along
     with continued good FCF could result in an upgrade of Burger
     King's ratings;
  -- Sustainably strong SSS performance, particularly in North
     America, and stable to improving EBITDA margins would be
     required for additional upgrades.

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

  -- A downgrade in the near term is not anticipated given Burger
     King's improved leverage profile, good liquidity, and lack of
     near-term maturities;
  -- However, a meaningful increase in leverage, due to increased
     debt or a prolonged period of SSS declines, increased
     covenant risk, and negligible FCF, could result in a
     downgrade.


CAESARS ENTERTAINMENT: Jinlong Wang Resigns from Board
------------------------------------------------------
Jinlong Wang informed the Company of his resignation from his
position as a director of Caesars Entertainment Corporation
effective Dec. 31, 2012, for personal reasons.  Mr. Wang has
served the Company as an independent director and a member of the
Company's Audit Committee since 2010.

There are no disagreements between Mr. Wang and the Company that
caused or contributed to his decision.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
--http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company reported a net loss of $666.70 million in 2011, and a
net loss of $823.30 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$28.03 billion in total assets, $27.43 billion in total
liabilities, and $607.2 million in total equity.

                           *     *     *

As reported by the TCR on March 28, 2012, Moody's Investors
Service upgraded Caesars Entertainment Corp's Corporate Family
Rating (CFR) and Probability of Default Rating both to Caa1 from
Caa2.  The upgrade of Caesars' ratings reflects very good
liquidity, an improving operating outlook for gaming in a number
of the company's largest markets that is expected to drive
earnings growth, the completion of a bank amendment that resulted
in the extension of debt maturities to 2018 from 2015, and the
public listing of the company's equity that increases financial
flexibility by providing it with another potential source of
capital. The upgrade of the SGL rating reflects minimal debt
maturities over the next few years, significant cash balances
(approximately $900 million at December 31, 2011) and revolver
availability that will be more than sufficient to fund the
company's cash interest and capital spending needs.

In the Aug. 17, 2012, edition of the TCR, Standard & Poor's
Ratings Services revised its rating outlook on Las Vegas-based
Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. Inc. (CEOC) to
negative from stable.  "We affirmed all other ratings on the
companies, including our 'B-' corporate credit rating," S&P said.

As reported by the TCR on Aug. 17, 2012, Fitch Ratings affirmed
Caesars Entertainment Corp.'s Long-term Issuer Default Rating at
'CCC'.


CAPITOL BANCORP: Strikes Equity Deal, Delays Hearing
----------------------------------------------------
Rachel Feintzeig at Dow Jones' DBR Small Cap reports that Capitol
Bancorp Ltd. struck a deal for a $50 million equity investment but
said the move requires it to slow down its timeline for exiting
bankruptcy.

                       About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.


CASCADE BANCORP: Amends 44.3 Million Common Shares Prospectus
-------------------------------------------------------------
Cascade Bancorp filed with the U.S. Securities and Exchange
Commission a post-effective amendment no. 1 to Form S-1 filed on
March 23, 2011.  The Company filed the amendment to:

   (a) convert the Registration Statement on Form S-1 into a
       Registration Statement on Form S-3;

   (b) update certain financial and other information contained in
       the prospectus in accordance with Section 10(a)(3) of the
       Securities Act of 1933, as amended, including the
       consolidated financial statements and the notes thereto
       included in the annual report on Form 10-K for the fiscal
       year ended Dec. 31, 2011;

   (c) modify information regarding certain selling stockholders
       listed in the registration statement; and

   (d) update certain other information.

The prospectus relates to the resale of an aggregate of up to
44,383,277 shares of the Company's common stock, representing
approximately 94% of the Company's total outstanding shares, of
which 44,243,750 were issued to the selling stockholders in
connection with an equity financing transaction in January 2011.
About 41,002,554 of the shares of the Company's common stock being
registered pursuant to this registration statement are held by
directors, officers or significant stockholders of Cascade
Bancorp.

The Company will not receive any proceeds from the sale of the
shares of common stock by the selling stockholders.

The Company's common stock is traded on the NASDAQ Capital Market
under the symbol "CACB."  The last reported sale price of our
common stock on the NASDAQ Capital Market on Oct. 11, 2012, was
$5.49 per share.

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

                        http://is.gd/jAStE3

                       About Cascade Bancorp

Bend, Ore.-based Cascade Bancorp (Nasdaq: CACB) through its
wholly-owned subsidiary, Bank of the Cascades, offers full-service
community banking through 32 branches in Central Oregon, Southern
Oregon, Portland/Salem Oregon and Boise/Treasure Valley Idaho.
Cascade Bancorp has no significant assets or operations other than
the Bank.

Cascade reported a net loss of $47.27 million in 2011, a net loss
of $13.65 million in 2010, and a net loss of $114.83 million in
2009.

The Company's balance sheet at June 30, 2012, showed $1.27 billion
in total assets, $1.14 billion in total liabilities and
$136.65 million in total stockholders' equity.

Weiss Ratings has assigned its E- rating to Bend, Ore.-based Bank
of The Cascades.  The rating company says that the institution
currently demonstrates what it considers to be significant
weaknesses and has also failed some of the basic tests it uses to
identify fiscal stability.  "Even in a favorable economic
environment," Weiss says, "it is our opinion that depositors or
creditors could incur significant risks."


CEQUEL COMMS: Moody's Affirms 'B1' CFR; Rates Sr. Bonds 'B3'
------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
of Cequel Communications Holdings, LLC (Suddenlink) and assigned a
B3 rating to its proposed $500 million senior unsecured bonds
issuance. The company expects to use proceeds, in conjunction with
a $1,985 million cash equity contribution from BC Partners and CPP
Investment Board (CPPIB) and rollover equity from management, to
fund the acquisition of Suddenlink from the existing private
equity sponsor owners. The transaction increases leverage by about
one-half a turn but expected metrics remain appropriate for the B1
corporate family rating.

A summary of the actions follows.

Cequel Communications Holdings I, LLC

    $500M Senior Unsecured Bonds, Assigned B3, LGD5, 79%

    8.625% Senior Unsecured Bonds due November 2017, Affirmed B3,
    LGD adjusted to LGD5, 79% from LGD5, 83%

Cequel Communications, LLC

    Senior Secured Bank Credit Facility, Affirmed Ba2, LGD
    adjusted to LGD2, 23% from LGD2, 27%

Ratings Rationale

Incremental debt taken on to fund the transaction increases
leverage to 6.2 times debt-to-EBITDA from 5.7 times for the
trailing twelve months ended June 30. However, Moody's expects
that with continued EBITDA growth, leverage will be around 6 times
by the time the transaction closes (expected to occur in the final
quarter of this year) and will fall below 6 times during 2013.
Furthermore, although Moody's expects capital expenditures to
remain substantial given investments for growth, particularly in
the commercial business, capital intensity will likely decline as
Suddenlink concludes its substantial network upgrade in 2012. This
decline, together with the expiration of unprofitable interest
rate hedges, should offset the increased interest expense
(expected to be about $35 million annually) and facilitate free
cash flow expansion even with the incremental debt.

The transaction as proposed incorporates the buyout of all common
and preferred equity. Moody's treated the preferred equity
(accreted value of $108 million as of June 30) as debt, so the
$500 million of incremental balance sheet debt equates to an
approximately $400 million net increase in debt on a Moody's
adjusted basis. Also, the elimination of this accreting obligation
will support more rapid de-leveraging.

Because the existing management team will remain in place, the
proposed transaction does not trigger change of control provisions
within the first lien credit facility or senior unsecured bonds,
and Moody's affirmed the ratings on these obligations. The
increase in junior capital modestly improves the loss rate on the
senior secured credit facility but does not impact its Ba2 rating.
The proposed senior unsecured bonds are pari passu with the
existing bonds and Moody's ranks them equally in the waterfall of
liabilities.

Notwithstanding the short term negative impact on leverage, over
the next several years Moody's expects an at worst comparable or
potentially less aggressive fiscal policy from the new owners
compared to the existing sponsor group (Goldman Sachs, Quadrangle,
and Oaktree). Prior to this proposed buyout and including the $70
million distribution in May 2012, Suddenlink distributed about
$800 million of cash to its equity holders since January 2011,
representing 86% of the sponsors' initial investment, and repaid
approximately $125 million of preferred stock. Moderate
distributions would not surprise Moody's and would not necessarily
negatively impact the ratings, provided Moody's expected leverage
below 6 times debt-to-EBITDA. In general, over the next several
years Moody's expects the new owners to focus on value
appreciation through growth more so than distributions.

Pro forma leverage of approximately 6 times debt-to-EBITDA creates
risk for a company in a capital intensive, competitive industry,
driving Cequel's B1 CFR. However, Moody's expects leverage to
decline over the next year as EBITDA grows and the company repays
outstanding borrowings under the revolver. Good liquidity,
including expectations for increasing free cash flow, also
supports the rating. Notwithstanding the maturity of the core
video product, the relative stability of the subscription business
provides steady cash flow, and the high quality of Cequel's
network positions it well against escalating competition. The
company's penetration lags behind industry averages, but its high
speed data and phone growth is exceeding most peers, which Moody's
expects to continue as the company benefits from its network
investment. Moody's expects the new owners to seek growth
opportunities, which could improve asset value, but absent
opportunities for investment or acquisition, sponsor distributions
are likely and as such the sponsor ownership weighs negatively on
the credit profile.

The stable outlook assumes maintenance of an adequate or better
liquidity profile and that leverage will decline to the mid-5
times debt-to-EBITDA range driven by the combination of EBITDA
growth and debt reduciton over the next 12 to 18 months. Modest
distributions over the next year would not necessarily negatively
impact the rating provided Moody's expected the de-leveraging
trend to continue.

Cequel's financial sponsor ownership and relatively high leverage
limit upward ratings momentum, and a positive rating action is
highly unlikely. A higher rating would require sustained free cash
flow to debt in the high single digits and sustained leverage
below 5 times debt-to-EBITDA, as well as a good liquidity profile
and evidence of shareholder commitment to a more fiscally
conservative capitalization.

A material weakening of operating performance or inability to grow
EBITDA due to either escalating competitive pressure or
technological changes could pressure the rating down. Incremental
shareholder friendly activities, acquisitions resulting in
leverage sustained above 6 times debt-to-EBITDA or an erosion of
the liquidity profile could also have negative ratings
implications.

The principal methodology used in rating Cequel Communications
Holdings I, LLC was the Global Cable Television 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 St. Louis, Missouri, and doing business as
Suddenlink Communications, Cequel Communications Holdings LLC
serves approximately 1.4 million residential and 71 thousand
commercial customers. The company provides digital TV, high-speed
Internet and telephone services to consumers and businesses and
generated revenues of approximately $2 billion of revenue for the
twelve months ended June 30. Cequel is currently owned by Goldman
Sachs, Quadrangle, and Oaktree, as well as management.


CELL THERAPEUTICS: Plans to Offer 40,000 Preferred Shares
---------------------------------------------------------
Cell Therapeutics, Inc., intends to offer and sell, subject to
market and other conditions, 40,000 shares of its Series 17
Preferred Stock in an underwritten public offering.  Each share of
Series 17 Preferred Stock will have a stated value of $1,000 per
share and will be convertible at the option of the holder, at any
time after issuance, into shares of common stock prior to the
automatic conversion of those shares in certain circumstances.
Shares of the Series 17 Preferred Stock will receive dividends in
the same amount as any dividends declared and paid on shares of
common stock, but would be entitled to a liquidation preference
over the common stock in certain liquidation events.  The Series
17 Preferred Stock will have no voting rights on general corporate
matters.

CTI plans to use the net proceeds from this Offering to support
the launch of Pixuvri (pixantrone) in Europe and to commence phase
III trials of pacritinib as well as for general corporate
purposes, which may include, among other things, funding research
and development, preclinical and clinical trials, the preparation
and filing of new drug applications, the acquisition of
complementary businesses, technologies or products and general
working capital.  There can be no assurance as to whether or when
the Offering may be completed, or as to the actual size or terms
of the Offering.  The price at which the shares of Series 17
Preferred Stock will be sold to the public, the number of shares
of common stock into which each share of Series 17 Preferred Stock
will be convertible, the relevant conversion price and the
liquidation preference will be announced, as soon as defined,
through a press release.

Jefferies & Company, Inc., is acting as sole book-running manager
for the Offering.  Roth Capital Partners, LLC, and ThinkEquity LLC
are acting as co-managers for the Offering.

                     About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$38.34 million in total assets, $39.83 million in total
liabilities, $13.46 million in common stock purchase warrants, and
a $14.95 million total shareholders' deficit.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CELL THERAPEUTICS: Prices Offering of 60,000 Preferred Shares
-------------------------------------------------------------
Cell Therapeutics, Inc., announced the pricing of an underwritten
public offering of 60,000 shares of its Series 17 Preferred Stock,
offered at a price to the public of $1,000 per share of Series 17
Preferred Stock.

Each share of Series 17 Preferred Stock is convertible at the
option of the holder, at any time, into approximately 714 shares
of common stock at a conversion price of $1.40 per share of common
stock, for a total of approximately 42.9 million shares of common
stock.  The shares of Series 17 Preferred Stock will automatically
convert into shares of common stock in certain circumstances.
Shares of the Series 17 Preferred Stock will receive dividends in
the same amount as any dividends declared and paid on shares of
common stock, but would be entitled to a liquidation preference
over the common stock in certain liquidation events.  The Series
17 Preferred Stock will have no voting rights on general corporate
matters.

The gross proceeds to CTI from this Offering are expected to be
$60 million, before deducting underwriting discounts and
commissions and other estimated offering expenses payable by CTI.
CTI estimates that its net proceeds from the Offering after
deducting commission and expenses and other estimated offering
expenses payable by CTI will be approximately $55.6 million.  The
Offering is expected to close on Oct. 11, 2012, subject to
customary closing conditions.

CTI plans to use the net proceeds from this Offering to support
the launch of Pixuvri (pixantrone) in Europe and to commence phase
III trials of pacritinib as well as for general corporate
purposes, which may include, among other things, funding research
and development, preclinical and clinical trials, the preparation
and filing of new drug applications, the acquisition of
complementary businesses, technologies or products and general
working capital.

Jefferies & Company, Inc., is acting as sole book-running manager
for the Offering. Roth Capital Partners, LLC and ThinkEquity LLC
are acting as co-managers for the Offering.

                      About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$38.34 million in total assets, $39.83 million in total
liabilities, $13.46 million in common stock purchase warrants, and
a $14.95 million total shareholders' deficit.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CERTENEJAS INCORPORADO: Motel Owner Files Plan; Unsecureds Get 1%
-----------------------------------------------------------------
Certenejas Incorporado filed at the end of last month a proposed
Chapter 11 plan of reorganization.

According to the explanatory disclosure statement, Banco Popular
de Puerto Rico, holder of a $40.4 million claim secured by
substantially all assets of the Debtor, will recover 100%.  On the
effective date, the Debtor will surrender, as payment in kind to
BPPR or will consent to the foreclosure of the Motel Molino Azul
(valued at $6.95 million), Motel Molino Rojo ($5.60 million),
Motel Las Palmas ($8.50 million), Motel El Rio ($6.67 million),
and Motel El Eden ($3.25 million), and a parcel of land in Rio
Grand, Puerto Rico ($1.45 million).  The Debtor will retain the
real property known as Motel Flor Del Valle (valued at $4.5
million).  The balance of BPPR's secured claim for $4.5 milion
will be paid through monthly payments with a balloon payment of
$4.32 million on Dec. 31, 2014.

Holders of general unsecured claims aggregating $4.65 million will
recover 1%.  They will split a $50,000 carve out to be agreed with
BPPR.

Holders of interests are unimpaired.  Mr. Luis Jaime Meaux and
Mrs. Marta I. Muniz Melendez will retain their shares unaltered.

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

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

                   About Certenejas Incorporado

Certenejas Incorporado -- aka Hotel Flor Del Valle, Motel El
Eden, Motel Molino Azul, Motel Molino Rojo, Motel Las Palmas, and
Motel El Rio -- owns motels or short-term guest houses in Puerto
Rico.  It filed a Chapter 11 petition (Bankr. D. P.R. Case No.
12-02806) in Old San Juan, Puerto Rico, on April 11, 2012.  The
Debtor disclosed US$27.68 million in assets and US$45.29 million
in debts as of the Chapter 11 filing.  Charles Alfred Cuprill,
Esq., serves as the Debtor's counsel.  The petition was signed by
Luis J. Meaux Vazquez, president.

Certenejas Incorporado and three of its affiliates previously
sought Chapter 11 bankruptcy protection (Bankr. D. P.R. Case Nos.
09-08470 to 09-08473) on Oct. 2, 2009.  The affiliates are
Rojoazul Hotel, Inc., Jonathan Corporation, and Silvernugget
Development Corporation.  According to the schedules filed in the
2009 case, Certenejas Incorporado had total assets of
US$13,800,000, and total debts of US$41,596,637.  The petition was
signed by Luis J. Meaux Vazquez, the Company's president.


CHINA MEDICAL: Beijing Firm's Cayman Bankruptcy Protected in U.S.
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Cayman Islands liquidators for China Medical
Technologies Inc. formally received bankruptcy protection in the
U.S.

According to the report, the liquidators filed a Chapter 15
petition to halt class-action lawsuits pending in U.S. District
Court in New York against the Beijing-based company.  With no
objection lodged by any creditors, the bankruptcy judge signed an
order finding the Cayman Islands are home to the so-called foreign
main bankruptcy proceeding.

The report relates that the order halts creditor actions and
lawsuits in the U.S.

The Bloomberg report discloses that in court papers, the
liquidators said that Chief Executive Officer Wu Xiaodong
transferred the operating businesses to Chinese companies for a
fraction of the value.  The liquidators contend that Wu has an
ownership interest in the buyers.

                        About China Medical

China Medical Technologies Inc., a maker of diagnostic products,
filed a Chapter 15 bankruptcy petition in New York to locate money
fraudulently transferred by its principals.

The Debtor, which has been taken over by a trustee, is undergoing
corporate winding-up proceedings before the Grand Court of the
Cayman Islands.  Kenneth M. Krys, the joint official liquidator,
wants U.S. courts to recognize the Cayman proceeding as the
"foreign main proceeding"

The liquidator filed a Chapter 15 petition for China Medical
(Bankr. S.D.N.Y. Case No. 12-13736) on Aug. 31, 2012.  Curtis C.
Mechling, Esq., at Stroock & Stroock & Lavan, LLP, in New York,
serves as counsel.


CIRCLE STAR: Maturity of 10% Convertible Notes Extended to 2014
---------------------------------------------------------------
Circle Star Energy Corp. entered into note extension agreements
with the holders of the Company's 10% Convertible Notes due
Feb. 8, 2013, whereby the Holders agreed to extend the maturity
date of the Notes to Sept. 30, 2014, on the closing of a
$5,000,000 financing within 90 days of execution of the Note
Extension Agreements, or as extended by additional 30 day periods,
which are to be granted at the sole discretion of the Holders.

As an incentive to enter into the Note Extension Agreements, the
Holders were to be issued an aggregate amount of 250,000 shares of
the Company's common stock within five business days of the
execution of the Note Extension Agreements and the Holders will
receive an additional aggregate amount of 250,000 shares of the
Company's common stock on closing of the Financing.  Pursuant to
the Note Extension Agreements accrued interest under the Notes
from May 1, 2012, until the closing of the Financing, will be paid
on closing of the Financing and subsequent to the Financing
interest will be paid on a monthly basis.  Should the Financing
not occur within the 90 day period or within an extension period,
then the original terms of the Notes will remain in effect.

                         About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas.  The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.

The Company reported a net loss of $11.07 million on $942,150 of
total revenues for the year ended April 30, 2012, compared with a
net loss of $31,718 on $0 of total revenues during the prior
fiscal year.

Hein & Associates LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a working capital deficit which raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at July 31, 2012, showed $8.36 million
in total assets, $4.46 million in total liabilities, and
$3.89 million in total stockholders' equity.


CLEAR CHANNEL: To Swap $2 Billion Loan for CCU 9% Guarantee Notes
-----------------------------------------------------------------
Clear Channel Communications, Inc., has commenced a private offer
to exchange up to $2 billion aggregate principal amount of term
loans under its cash flow credit facilities for a like principal
amount of newly issued CCU 9.0% priority guarantee notes due 2019.
The exchange offer, which is only available to eligible lenders
under CCU's cash flow credit facilities, is being made pursuant to
an Offering Circular dated Oct. 12, 2012, and is exempt from
registration under the Securities Act of 1933, as amended.

Concurrently with the exchange offer, CCU is pursuing amendments
to certain provisions of the cash flow credit facilities.  Lenders
must consent to the Amendment in order to validly submit their
term loans for exchange in the exchange offer.

Eligible lenders of term loans under CCU's cash flow credit
facilities must submit a letter of participation on or prior to
12:00 noon, New York City time, on Oct. 19, 2012, unless extended,
in order to be eligible to receive Notes in the exchange offer.
The amount of each lender's term loans that will be accepted in
exchange for Notes will be subject to reduction on a pro rata
basis as described in the Offering Circular.

Letters of Participation may be validly withdrawn until the
Participation Deadline, but not thereafter.  Letters of
Participation that are properly submitted at any time prior to the
Participation Deadline and not validly withdrawn prior to the
Participation Deadline will be binding.

Consummation of the exchange offer is subject to the satisfaction
or waiver of certain conditions, including the Amendment becoming
effective.  CCU reserves the right, in its sole discretion, to
waive or modify any one or more of the conditions to the exchange
offer.

The Notes will be fully and unconditionally guaranteed, jointly
and severally, on a senior basis by CCU's parent, Clear Channel
Capital I, LLC, and all of CCU's existing and future domestic
wholly-owned restricted subsidiaries.  The Notes and the related
guarantees will be secured by (1) a lien on (a) the capital stock
of CCU and (b) certain property and related assets that do not
constitute "principal property", in each case equal in priority to
the liens securing the obligations under CCU's cash flow credit
facilities and existing priority guarantee notes and (2) a lien on
the accounts receivable and related assets securing CCU's
receivables based credit facility junior in priority to the lien
securing CCU's obligations thereunder.  In addition to the
collateral granted to secure the Notes, the collateral agent and
the trustee for the Notes will enter into an agreement with the
administrative agent for the lenders under the cash flow credit
facilities to share in a certain percentage of any proceeds
realized on collateral consisting of principal properties.

                        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.

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 shareholders 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.


CLEAR CHANNEL: Pursuing Amendments to Credit Facilities
-------------------------------------------------------
Clear Channel Communications, Inc., is pursuing amendments to its
cash flow credit facilities.

The Amendment would, among other things:

   -- permit exchange offers of term loans for new debt securities
      in an aggregate principal amount of up to $5 billion;

   -- provide CCU with greater flexibility to prepay tranche A
      term loans;

   -- following the repayment or extension of all tranche A term
      loans, permit below par non-pro rata purchases of term loans
      pursuant to customary Dutch auction procedures whereby all
      lenders of the class of term loans offered to be purchased
      will be offered an opportunity to participate;

   -- following the repayment or extension of all tranche A term
      loans, permit the repurchase of junior debt maturing before
      January 2016 with cash on hand in an amount not to exceed
      $200 million;

   -- combine the term loan B, the delayed draw term loan 1 and
      the delayed draw term loan 2 under the cash flow credit
      facilities;

   -- preserve revolving credit facility capacity in the event CCU
      repays all amounts outstanding under the revolving credit
      facility; and

   -- eliminate certain restrictions on the ability of Clear
      Channel Outdoor Holdings, Inc., and its subsidiaries to
      incur debt.

The Amendment requires the consent of a majority of the
outstanding loans and commitments under the cash flow credit
facilities and a majority of the outstanding loans of each class
of term loans under the cash flow credit facilities to become
effective.  Affiliates of Bain Capital, LLC, and Thomas H. Lee
Partners, L.P., which are affiliates of CCU, are existing holders
of term loans under the cash flow credit facilities and have
committed to consent to the Amendment.  In addition, CCU has
obtained the commitment to consent to the Amendment of certain
funds and accounts managed by each of Angelo Gordon & Co., Apollo
Global Management, LLC, Canyon Capital Advisors LLC and Oaktree
Capital Management LP.  These lenders and the Sponsors
collectively represent approximately 46% of the outstanding loans
and commitments under the cash flow credit facilities.  The
lenders' consent to the Amendment will be due by 12:00 noon, New
York City time, on Oct. 19, 2012.

                        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.

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 shareholders 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.


CLEAR CHANNEL: Moody's Rates $2BB Priority Guarantee Notes 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Clear Channel
Communications, Inc.'s proposed $2 billion Priority Guarantee
Notes (PGN) that matures in 2019. The debt is being issued as part
of an exchange offer for part of the $10.2 billion of bank debt
that matures in 2016 and $1.1 billion in 2014. The company is also
attempting to amend its credit agreement to allow it additional
flexibility to repay its Term Loan A facility on a non-pro-rata
basis, instead of on a pro-rata basis with the bank facilities
that mature in 2014 and 2016. The amendment would also allow an
additional $3 billion of exchanges in the future and for the
company to buy back the bank debt and $200 million of junior debt
that matures before 2016 below par. While the added flexibility
and extension of part of its bank debt is a positive, it comes at
a cost as bank debt paying L+3.65 is replaced with debt with
interest rates of 9%.

Clear Channel's Corporate Family Rating (CFR) and Probability of
Default Rating (PDR) remain unchanged at Caa2 and Caa3,
respectively. Moody's rates the existing PGN, proposed PGN, and
the Credit Facility the same to reflect the senior secured
position in the capital structure. There are differences in the
security package including a Collateral Sharing Agreement that the
proposed PGN's that mature in 2019 benefit from that the existing
PGN's that mature in 2021 do not. The difference in the security
package leads to a different point estimates in Moody's  LGD
methodology between the two PGN classes. Both classes of PGN's
will not have financial covenants while the credit facilities will
continue to have them in addition to other differences that cause
the point estimates for the credit facilities to be slightly
better than both classes of PGN's. The company's liquidity rating
was changed to SGL-3 from SGL-2 to reflect the limited revolver
availability and modest free cash flow and interest coverage
ratios. The outlook remains Stable.

Details of the rating actions are as follows:

Clear Channel Communications, Inc

    $2 billion Priority Guarantee Notes due 12/15/2019, Assigned
    a Caa1 LGD-2, 22% rating

    Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
    SGL-2

Moody's also affirmed existing ratings and adjusted Loss Given
Default (LGD) point estimates as shown below:

Clear Channel Communications, Inc.

   Corporate Family Rating, Affirmed Caa2

   Probability of Default Rating, Affirmed Caa3

   Senior Secured Credit Facility, Affirmed Caa1 LGD-2, 21%

   Priority Guarantee Notes due 2021, Affirmed Caa1, LGD changed
   to LGD-2, 26% from LGD-2, 21%

   Senior Unsecured Notes due 2016, Affirmed Ca LGD-4, 63%

   Senior Unsecured Notes (Legacy Notes), Affirmed Ca LGD-5, 75%

   Outlook remains Stable.

Ratings Rationale

The Company's Caa2 Corporate Family Rating (CFR) reflect the very
high leverage levels of 11.7x on a consolidated basis (excluding
Moody's standard lease adjustments) and $10.1 billion of debt due
in 2016 (pro-forma for the current $2 billion exchange offer). The
ratings also include weak free cash flow and interest coverage of
1.3x which will be further pressured by higher interest rates from
the current exchange offer in addition to future refinancing or
extensions of its debt maturities. While the exchange and
amendment to its credit agreement is a good first step towards
refinancing its 2016 maturities, more progress will be needed and
the anticipated increase in interest rates could be material. Even
if Clear Channel is able to refinance its 2016 maturities, the
company will remain vulnerable to a slowdown in the economy given
the heightened sensitivity that its radio and outdoor businesses
have to the economy. The combination of higher interest rates from
a refinancing and lower EBITDA in the event of a future economic
downturn could materially impair its interest coverage and
liquidity position. In addition, there are secular pressures on
its terrestrial radio business that could weigh on results as
competition for advertising dollars and listeners are expected to
increase going forward. Also incorporated in the rating, is the
expectation that leverage levels will remain high over the rating
horizon compared to the underlying asset value of the firm.

Despite the company's highly leveraged balance sheet, Clear
Channel possesses significant share, geographic diversity and
leading market positions in most of the 150 markets in which the
company operates. The credit also benefits from its 89% ownership
stake in Clear Channel Outdoor (CCO) which is one of the largest
outdoor media companies in the world, although it is not a
guarantor to Clear Channel's debt. Its outdoor assets generate
attractive EBITDA margins, good free cash flow, and are expected
to benefit from digital billboards that offer higher revenue and
EBITDA margins than static billboards. The company's strong
positions in radio and outdoor and recent sales initiatives have
allowed it to grow its national ad sales faster than many
competitors in the industry. Clear Channel has also benefited from
modest growth in the economy and improved operational performance
which has lead to reduced debt to EBITDA levels which Moody's
expects to continue going forward. However, Moody's expects that
leverage levels will remain higher than the underlying asset value
of the firm over the next several years and the company will
remain poorly positioned to withstand another economic downturn in
the future.

The SGL-3 liquidity rating reflects the company's adequate
liquidity profile. Clear Channel benefits from its $1.3 billion
cash balance as of June 30, 2012 (which includes $492 million held
at CCO) and the absence of any material near-term debt maturities
(until 2014). Moody's expects the company to carry a smaller cash
balance post the amendment given the greater flexibility to repay
its term loan A facility early instead of being forced to apply
any prepayments ratably to the term loan tranches. In addition,
Clear Channel benefits from its Corporate Services Agreement with
CCO that allows for free cash flow generated at CCO to be
upstreamed to Clear Channel. There is a revolving promissory note
due from Clear Channel to CCO of $712 million (as of 2nd quarter
2012) and Moody's expects this number to grow by about $300
million a year, subject to earnings at CCO. Moody's does not
expect the shareholder litigation at CCO regarding the revolving
promissory note to impact the credit, but it has the potential to
weaken its liquidity profile. Clear Channel remains dependent on
CCO for free cash flow.

Clear Channel has a stub piece of $10 million remaining on its
revolver after the revolver was permanently paid down in March
2012. The company also has an undrawn $625 million ABL revolver
that matures in July 2014, but Moody's expects the company to look
to extend the maturity date post the current amendment. The
company has a substantial cushion under its secured leverage
covenant of 9.5x (which excludes the senior notes at Clear Channel
Worldwide Holdings, Inc ("CCW")). The current secured leverage
metric, which is calculated net of cash, is 6.1x (as of 6/30/12
and defined by the terms of the credit agreement), down from 6.9x
at the end of 2011 due largely to the dividend payment from CCO.
This represents a cushion of 36% under the senior secured leverage
covenant in the company's credit facility.

The stable outlook reflects Moody's  expectation for modest
revenue and EBITDA growth in the mid to low single digits which
will allow Clear Channel to delever to approximately 11x
(excluding Moody's standard lease adjustments) by the end of 2013.
The recent amendment allows the company flexibility to address its
term loan A prior to its 2014 maturity and focus on extending or
refinancing the remaining $10.1 billion of debt maturating in
2016. Prior to 2016, its maturity schedule is very manageable so
Moody's doesn't foresee any near term issues for the company
barring a material decline in the economy or a dramatic secular
change in the radio industry.

A sustained improvement in revenue, EBITDA, and free cash flow
that led to a reduction in leverage levels to well under 10x with
improved enterprise values could lead to an upgrade. A significant
portion of the 2016 debt would also need to be refinanced so that
the company was well positioned to address its debt maturity
profile.

The rating could be lowered if EBITDA were to materially decline
due to economic weakness or if secular pressures in the radio
industry escalate so that leverage increased back above 13x and
valuations for the radio assets declined. Ratings would also be
lowered if a default or debt restructuring is imminent due to
inability to extend or refinance material amounts of the company's
debt.

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

Clear Channel Communications, Inc. with its headquarters in San
Antonio, Texas, is a global media and entertainment company
specializing in mobile and on-demand entertainment and information
services for local communities and for advertisers. The company's
businesses include radio broadcasting and outdoor displays (via
the company's 89% ownership of Clear Channel Outdoor Holdings Inc.
("CCO")). Clear Channel's consolidated revenue for LTM June 2012
was approximately $6.2 billion.


CLEAR CHANNEL: S&P Rates $2BB Priority Guarantee Notes 'CCC+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Clear Channel
Communications Inc.'s proposed $2 billion priority guarantee notes
due 2019 an issue-level rating of 'CCC+' (the same level as the
'CCC+' corporate credit rating on the parent company) and a
recovery rating of '4', indicating its expectation for average
(30% to 50%) recovery in the event of a payment default.

"In addition, we are affirming our 'CCC+' corporate credit rating
on both the holding company, CC Media Holdings Inc., and operating
subsidiary Clear Channel, which we view on a consolidated basis;
the rating outlook is negative," said Standard & Poor's credit
analyst Jeanne Shoesmith.

"The CC Media Holdings Inc. reflects the company's steep debt
leverage and significant 2016 debt maturities. The proposed
transaction extends about $2 billion of debt from 2014 and 2016 to
2019 and reduces 2016 maturities from $12 billion to a little over
$10 billion. However, the interest rate on the new debt is about
5% higher than the existing term loan B debt. As a result, we
expect that EBITDA coverage of interest will be very thin at about
1.2x and that discretionary cash flow will be only modestly
positive in 2013, hindering the company's ability to repay debt
and afford additional refinancing transactions with similar
interest rate increases. The transaction increases the company's
flexibility to repay 2014 maturities (currently $1.5 billion),
which previously could only be repaid on a pro rata basis, and now
permits the company to exchange and extend $3 billion of
additional loans. We still view a significant increase in the
average cost of debt or deterioration in operating performance for
either cyclical, structural, or competitive reasons, as major
risks as the company proceeds with a strategy to deal with its
2016 maturities," S&P said.


CLEAR CHANNEL: Bank Debt Trades at 17% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 82.66 cents-on-the-dollar during the week ended Friday, Oct.
12, an increase of 0.93 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 199 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.


COCOPAH NURSERIES: Hearing on Further Cash Use on Tuesday
---------------------------------------------------------
Early this month, Judge Eileen W. Hollowell entered a third
interim order that authorizes Cocopah Nurseries of Arizona Inc.,
et al., to use cash collateral until Oct. 16, 2012.  The use of
cash will be in accordance with a budget.  There's a hearing on
Oct. 16, at 2:30 p.m. to consider approval of the Debtors' request
to further use of cash collateral.

Wells Fargo Bank N.A. has opposed entry of the third interim
order.  Wells Fargo said the Debtor was unilaterally seeking to
impose a five-week extension of the use of the bank's cash
collateral without its consent.

                      About Cocopah Nurseries

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The core business
involves the cultivation of palm trees and other trees used for
landscaping purposes, as well as the associated farming of citrus,
dates, and other crops.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.  The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.

The petitions were signed by Darl E. Young, authorized
representative.

Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.


COMMERCIAL MANAGEMENT: Can Use Cash Collateral Until Jan. 31
------------------------------------------------------------
Brian F. Leonard, in his capacity as chapter 11 trustee of
Commercial Management, LLC, early this month signed a cash
collateral stipulation with the Debtor's secured creditor, U.S.
Bank National Association.  The stipulation signed Oct. 4 allows
the Debtor to use cash collateral until Jan. 31, 2013, in
accordance with a modified budget.  The terms and conditions of
the use of cash will be in accordance with the previous cash
collateral order signed by the bankruptcy judge.

U.S. Bank is represented by:

         John R. McDonald, Esq.
         Benjamin E. Gurstelle, Esq.
         BRIGGS AND MORGAN, P.A.
         2200 IDS Center, 80 South Eighth Street
         Minneapolis, MN 55402-2157
         Tel: (612) 977-8400
         E-mail: jmcdonald@briggs.com

                    About Commercial Management

Commercial Management, LLC, owns a 410-unit apartment complex
located in Richfield, Minn., under the trade name of Buena Vista
Apartments.  Buena Vista is 99% occupied and has approximately
eight full time employees, and a small number of part-time
employees. Buena Vista is managed by The Wirth Company.

The appraised value of Buena Vista is $28 million.  As of the
Petition Date, secured creditor U.S. Bank claims the Debtor owes
it $20.3 million.

Commercial Management filed a Chapter 11 petition (Bankr. D. Minn.
Case No. 12-42676) in its hometown in Minneapolis on May 2, 2012.

Related entities that have pending bankruptcy cases are Jeffrey J.
Wirth (Case No. 12-42368), Palmer Lake Plaza, LLC (Case No.
12-42266), Tomah Hospitality, LLC (Case No. 12-10894), and Tomah
Hotel Properties, LLC (Case No. 12-10895).

Judge Nancy C. Dreher presides over the case.  Commercial
Management tapped Neal L. Wolf and the law firm of Neal Wolf &
Associates, LLC as bankruptcy counsel.  The Debtor also hired the
Law Offices of Neil P. Thompson, in Minneapolis, as local counsel.

Brian F. Leonard, the Chapter 11 trustee, obtained approval from
the U.S. Bankruptcy Court to employ David A. Lutz as special
counsel.

The Chapter 11 trustee's bankruptcy counsel can be reached at:

         Matthew R. Burton, Esq.
         LEONARD, O'BRIEN, SPENCER GALE & SAYRE, LTD.
         100 South 5th Street, Suite 2500
         Minneapolis, MN 55402
         Tel: (612) 332-1030


COMMUNICATIONS CORP: S&P Affirms Prelim 'B' Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' preliminary
corporate credit rating on Lafayette, La.-based TV broadcaster
Communications Corp. of America. The rating outlook is stable.

"At the same time, we assigned the company's proposed $157.5
million senior secured term loan B due 2018 a preliminary issue-
level rating of 'B' (the same as the preliminary 'B' corporate
credit rating), with a preliminary recovery rating of '3',
indicating our expectation of meaningful (50% to 70%) recovery
for lenders in the event of a payment default. We withdrew our
preliminary 'B' issue-level rating and preliminary '4' recovery
rating on the company's previously proposed first lien credit
facility consisting of a $5 million revolving credit facility due
2017 and a $157.5 million senior secured term loan B due 2019,"
S&P said.

"The company plans to issue $32.5 million of second-lien debt that
will be held by its sponsor, Silver Point Capital (which we will
not rate)," said Standard & Poor's credit analyst Daniel Haines.
"It plans to use the proceeds of the financing to repay its
existing debt, accrued interest, and transaction fees and
expenses."

"The preliminary 'B' corporate credit rating reflects our
expectation that, despite high leverage, CCA will be able to
maintain adequate liquidity over the intermediate term. We view
the company's business risk profile as 'weak' (as per our
criteria), given its high geographic and network affiliate
concentration, its generally lower audience rankings within its
served markets compared to peers, and the potential for
advertising cyclicality. We view CCA's financial risk profile as
'highly leveraged,' based on its high pro forma debt-to-EBITDA of
6.9x (adjusted for operating leases and including one time
charges)," S&P said.


CONSOLIDATED FINANCE: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Consolidated Finance Corporation
        620 Main Street
        P.O. Box 131
        Delta, CO 81416-0131

Bankruptcy Case No.: 12-31027

Chapter 11 Petition Date: October 10, 2012

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Charles G. Stewart, Esq.
                  CHARLES G. STEWART, P.C.
                  P.O. Box 1240
                  Paonia, CO 81428
                  Tel: (970) 527-5600
                  Fax: (970) 527-5601
                  E-mail: cstew@tds.net

Estimated Assets: $500,001 to $1,000,000

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/cob12-31027.pdf

The petition was signed by James L. Sukle, president.


COPYTELE INC: To Issue Add'l 44.5 Million Shares to Employees
-------------------------------------------------------------
Copytele, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement relating to an
additional 3,000,000 shares of the Company's common stock, par
value $0.01 per share, which may be offered and sold pursuant to
the CopyTele, Inc. 2010 Share Incentive Plan, and 41,500,000
shares of common stock which may be offered and sold pursuant to
Time Based Stock Option Agreements between the Company and each of
Robert A. Berman, John Roop, Dr. Amit Kumar, Lewis H. Titterton
Jr. and Kent B. Williams and Performance Based Stock Option
Agreements between the Company and each of Robert A. Berman, John
Roop and Dr. Amit Kumar.  A copy of the filing is available for
free at http://is.gd/Fnt4pn

                           About CopyTele

Melville, N.Y.-based CopyTele, Inc.'s principal operations include
the development, production and marketing of thin flat display
technologies, including low-voltage phosphor color displays and
low-power passive E-Paper(R) displays, and the development,
production and marketing of multi-functional encryption products
that provide information security for domestic and international
users over several communications media.

The Company's balance sheet at July 31, 2012, showed $5.9 million
in total assets, $6.8 million in total liabilities, and a
shareholders' deficit of $893,071.

According to the Company's quarterly report for the period ended
July 31, 2012, based on information presently available, the
Company does not believe that its existing cash, cash equivalents,
and investments in certificates of deposit, together with cash
flows from expected sales of its encryption products and revenue
relating to its display technologies, and other potential sources
of cash flows or necessary expense reductions including employee
compensation, will be sufficient to enable it to continue its
marketing, production, and research and development activities for
12 months from the end of this reporting period.  "Accordingly,
there is substantial doubt about our ability to continue as a
going concern.


CROATAN SURF: Wants to Sell 35 Condominium Units to View LLC
------------------------------------------------------------
Croatan Surf Club, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina for permission to sell its 35
condominium units in the 36-unit residential condominium project
known as the Croatan Surf Club and located in Kill Devil Hills,
Dare County, North Carolina, including all furniture, fixtures,
equipment and other personal property located on or associated
with the units.

The sale of the property to View LLC is in lieu of foreclosure of
the deed of trust securing the RBA loan and the EFP Loan.

The Court valued the property, including the Debtor's cash on hand
and adequate protection payments held in escrow, at $19,148,655.
RBA has an allowed secured claim in the amount of $18,008,562.

The Debtor's property secures loans to, among others, Royal Bank
of America and Edwards Family Partnership, LP.  For the
development of the property, RBA agreed to extend a loan of $17
million to the Debtor on a senior secured basis pursuant to a loan
and security agreement between RBA and the Debtor on December 2007
RBA took a first priority security interest in the property,
together with other assets of the Debtor.  Edwards Family provided
$3 million in additional mezzanine financing to the development.

A copy of the sale motion is available for free at
http://bankrupt.com/misc/CROATANSURF_sale.pdf

                         The 9019 Order

On June 28, 2012, the Court entered an order pursuant to Rule 9019
of the Federal Rules of Bankruptcy Procedure approving a
settlement of an adversary proceeding commenced on May 10, 2010,
against RBA and Bank of Currituck, now known as Curritick
Resolution Properties, Inc., in the North Carolina General Court
of Justice, Senior Court Division.  As contemplated by the 9019
Order, RBA and EFP entered into a Mortgage Loan Sale Agreement
dated May 31, 2012, pursuant to which EFP or its designee agreed
to purchase from RBA all right, title and interest in and to the
RBA Loan.

EFP assigned all of its interest in the Mortgage Loan Sale
Agreement to View, L.L.C., a Delaware limited liability company
wholly owned by EFP, and on June 29, 2012, View LLC purchased all
right, title and interest in and to the RBA Loan from RBA pursuant
to the Mortgage Loan Sale Agreement.  View LLC is the current
holder of the note and other loan documents evidencing and
securing the RBA Loan, and has filed a Transfer of Claim in the
bankruptcy proceeding.

All Consummation Events contemplated by the 9019 Order have
occurred, including, without limitation, the execution and
delivery of the RBA Settlement Agreement, the Lender Releases, and
the EFP Settlement Agreement, and the payment to the Debtor of the
Release Payment.

After the closing of the Mortgage Loan Sale Agreement, the Debtor
paid KDHWTTP, LLC's Sewer Claim of $10,566 in full.

The Debtor, the Guarantors, RBA and CRP have filed a Stipulation
of dismissal with prejudice of the adversary proceeding

                      About Croatan Surf Club

Croatan Surf Club, LLC owns a 36-unit condominium complex in Kill
Devil Hills, North Carolina.  It filed for Chapter 11 bankruptcy
protection (Bankr. E.D.N.C. Case No. 11-00194) on Jan. 10, 2011.
Walter L. Hinson, Esq., at Hinson & Rhyne, P.A., in Wilson, N.C.,
serve as counsel to the Debtor.  Kevin J. Silverang, Esq., and
Philip S. Rosenzweig, Esq., at Silverang & Donohoe, LLC, in St.
Davids, Pa., serve as co-counsel to the Debtor.  No creditors
committee has been formed in the case.  In its schedules, the
Debtor disclosed $26,151,718 in assets and $19,350,000 in
liabilities.


CSD LLC: Owner of Casa de Shenandoah Ranch Files Chapter 11
-----------------------------------------------------------
Tim O'Reily at Las Vegas Review-Journal reports that CSD LLC was
placed on Oct. 12, 2012, in Chapter 11 bankruptcy after months of
legal and internal bickering among the owners.

CSD LLC is the entity that purchased entertainer Wayne Newton's
Casa de Shenandoah ranch, a 37.8-acre property, in June 2010 and
began renovating it into a Graceland in the desert.

According to the report, court papers detailed that a loan for a
maximum $2.5 million has been lined up to cover bills as utilities
incurred during the case.  The loan is subject to approval by U.S.
Bankruptcy Court Judge Bruce Markell.  The lender is as Neva Lane
Acceptance LLC, an entity controlled by Texas businessman and CSD
majority owner Lacy Harber that provided $2 million in financing
for the project since June.

The report relates Grant Lyon, hired Oct. 4 as CSD's chief
restructuring officer, said in an affidavit that the plan calls
for putting the Casa de Shenandoah through a "controlled auction,"
concluding in a final reorganization plan within six months.
Whatever is left at that time after paying creditors would be
distributed to the owners, said Mr. Lyon, a managing partner of
Odyssey Capital Group LLC in Phoenix.

The report notes CSD, through intermediate entities, is 70% owned
by Lacy Harber and his wife, Dorothy; 20% by Mr. Newton and his
wife, Kathleen; and 10% by project manager Steve Kennedy and
former girlfriend Geneva Clark.

The report adds the initial bankruptcy court papers put the
aggregate debt at $10 million to $50 million, but did not give
details.

According to the report, Neva Lane is owed $2.2 million, with
another $1 million for leased equipment from Wells Fargo Equipment
Finance and $210,000 for legal bills from Lionel, Sawyer &
Collins, which represented CSD in a Clark County District Court
litigation.

The report says, by contrast, the papers place the value at
$50 million to $100 million.

The report relates, in the state court case, filed in May, Mr.
Newton attorneys fought the earlier Neva loans as laying the
groundwork to squeeze the Newtons off the property.

The report relates Ms. Harber said he had grown tired of the
ongoing disputes, which put Clark County District Judge Elizabeth
Gonzalez in the position of having to decide such mundane details
as whether to build a fence around an electrical box, whether the
fence should have a gate and how Newton's Arabian horses should
rotate their grazing among the property's six pastures.

The report notes Ms. Harber paid $19.5 million for the property in
June 2010, then completely owned by the Newtons, and has invested
a total of $63.5 million into the project, including purchasing
adjacent property, cleanup and some construction.  Court papers
say the total investment is somewhat less than $60 million.

According to the report, the idea of creating a theme park based
on Mr. Newton's longtime career as a Strip headliner drew
opposition when it was proposed in mid-2010 from neighbors, who
did not want a commercial venture in an affluent residential area.

The report says the plan still won approval from the county, but
then degenerated into ongoing arguments between the Newtons and
Kennedy.


CONNAUGHT GROUP: Wins Confirmation of Liquidating Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Connaught Group Ltd. sold its assets in April and
received the bankruptcy court's blessing for a Chapter 11 plan
advertised as paying unsecured creditors as much as 64%.

According to the report, unsecured claims were projected to total
as much as $20 million.  A joint venture between Royal Spirit
Group and Tom James Co. bought the business for $20 million in
cash and took over the lease for the headquarters on West 55th
Street in Manhattan.  Royal Spirit, a non-insider with the largest
claim, waived a $5.4 million claim.  Secured claims were paid when
the sale was completed.

As reported by the Trouble Company Reporter, Connaught Group filed
a Chapter 11 plan in June that could pay unsecured creditors 55%
or more.  The disclosure statement stated the recovery for
unsecured creditors will range between 21% and 55%.  The recovery
could be higher still if lawsuits are victorious.

The Bloomberg report relates that Connaught's liabilities of the
New York-based company included $12.4 million in secured debt
owing to JPMorgan Chase Bank NA and Citibank NA.  The owner and
designer, William D. Rondina, claimed to be owed $31.4 million on
unsecured notes.  The creditors are objecting to Rondina's claim.
If the objection fails, the recovery by unsecured creditors would
be lower, according to the disclosure statement.

                       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 disclosed $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.


CYCLONE POWER: Registers 15 Million Common Shares with SEC
----------------------------------------------------------
Cyclone Power Technologies, Inc., filed with the U.S. Securities
and Exchange Commission a Form S-1 registration statement relating
to the offer and sale of up to 10,000,000 shares of common stock,
par value $.0001 per share, of Cyclone Power Technologies, Inc.,
by GEM Global Yield Fund Limited.  This prospectus also relates to
the offer and sale of up 5,000,000 common shares that are issuable
to the Selling Shareholder upon exercise of common stock purchase
warrants.  The conversion price of the Warrants is $0.27 per share
subject to price adjustment, as set forth in the Warrant
Agreement.

The Company will sell the Common Shares to the Selling Shareholder
from time to time, if and when the Company deems appropriate,
pursuant to a Common Stock Purchase Agreement.  The Selling
Shareholder has committed to purchasing up to $2,500,000 worth of
the Company's Common Stock before Sept. 30, 2014, pursuant to the
terms and conditions contained in the Purchase Agreement.  The
purchase price for those Common Shares will be equal to 90% of the
weighted average closing price for the Company's Common Shares, as
listed on the OTCQB Electronic Marketplace or any other exchange
or market that the Common Stock is then listed, during a 10
trading day pricing period, subject to certain "knock-out" and
volume limitation provisions set forth in the Purchase Agreement.
The 10,000,000 Common Shares included in this prospectus represent
a portion of the Common Shares potentially issuable to the Selling
Shareholder under the Purchase Agreement.

The Company will not receive any proceeds from the sale of these
Common Shares offered by the Selling Shareholder.  However, the
Company will receive proceeds from the sale of the Company's
Common Shares under the Purchase Agreement and upon exercise of
the Warrants for cash.  The proceeds will be used for working
capital or general corporate purposes.  The Company will bear all
costs associated with this registration.

The Company's Common Shares are quoted on the OTCQB Electronic
Marketplace under the symbol "CYPW."  The last reported sale price
of the Company's common shares on Oct. 1, 2012, was $0.125 per
share.  These prices will fluctuate based on the demand for the
Company's common stock.

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

                        http://is.gd/Z2AAKk

                        About Cyclone Power

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

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

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

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


CYPRESS HEALTH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cypress Health Systems Florida, Inc.
        dba Tri County Hospital - Williston
        fdba Nature Coast Regional Hospital
        125 SW 7th Street
        Williston, FL 32696

Bankruptcy Case No.: 12-10431

Chapter 11 Petition Date: October 5, 2012

Court: U.S. Bankruptcy Court
       Northern District of Florida (Gainesville)

Debtor's Counsel: Elena Paras Ketchum, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
                  110 E. Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  E-mail: eketchum.ecf@srbp.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/flnb12-10431.pdf

The petition was signed by Jerry E. Gillman, president.


DAYBREAK OIL: Had $257,400 Net Loss in Aug. 31 Quarter
------------------------------------------------------
Daybreak Oil and Gas Company, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $257,422 on $249,149 of oil and
gas sales for the three months ended Aug. 31, 2012, compared with
a net loss of $259,482 on $331,684 of oil and gas sales for the
three months ended Aug. 31, 2011.

For the six months ended Aug. 31, 2012, the Company had a net loss
of $552,132 on $512,122 of oil and gas sales, compared with a net
loss of $413,928 on $712,041 of oil and gas sales for the same
period of 2011.

The Company's balance sheet at Aug. 31, 2012, showed $3.1 million
in total assets, $4.9 million in total liabilities, and a
stockholders' deficit of $1.8 million.

The Company has incurred net losses since entering the oil and gas
exploration industry, and, as of Aug. 31, 2012, has an accumulated
deficit of $24.4 million and a working capital deficit of
$3.7 million.

A copy of the Form 10-Q is available at http://is.gd/2hP3Oz

Spokane, Washington-based Daybreak Oil and Gas Company, Inc., is
an independent oil and natural gas exploration, development and
production company.  Currently, the Company's core area of
activity is located in Kern County, California

                           *     *     *

As reported in the TCR on June 1, 2012, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Daybreak Oil's
ability to continue as a going concern, following its audit of the
Company's financial position and results of operations for the
fiscal year ended Feb. 29, 2012.  The independent auditors noted
that the Company suffered losses from operations and has negative
operating cash flows.


DAYBREAK OIL: Incurs $257,000 Net Loss in Aug. 31 Quarter
---------------------------------------------------------
Daybreak Oil and Gas, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $257,422 on $249,149 of oil and gas sales for the
three months ended Aug. 31, 2012, compared with a net loss of
$259,482 on $331,684 of oil and gas sales for the same period
during the prior year.

The Company reported a net loss of $552,132 on $512,122 of oil and
gas sales for the six months ended Aug. 31, 2012, compared with a
net loss of $413,928 on $712,041 of oil and gas sales for the same
period a year ago.

The Company's balance sheet at Aug. 31, 2012, showed $3.07 million
in total assets, $4.86 million in total liabilities and a $1.79
million total stockholders' deficit.

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

                         http://is.gd/esp4Pl

                         About Daybreak Oil

Daybreak Oil and Gas, Inc. is an independent oil and natural gas
exploration, development and production company.  The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas.  The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB.  Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.

The Company reported a net loss of $1.43 million on $1.31 million
of oil and gas sales for the year ended Feb. 29, 2012, compared
with a net loss of $1.21 million on $1.07 million of oil and gas
sales for the year ended Feb. 28, 2011.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the financial statements for the year ended
Feb. 29, 2012, citing losses from operations and negative
operating cash flows, which raise substantial doubt about the
Company's ability to continue as a going concern.


DELPHI CORP: Two Johnson Controls Admin. Claims Disallowed
----------------------------------------------------------
The Bankruptcy Court approved a stipulation between Reorganized
Delphi and Johnson Controls Inc. and its affiliates for the
disallowance without prejudice of Administrative Expense Claim
Nos. 18719 and 18720 filed by JCI against Delphi's bankruptcy
estate.

In 2006, Delphi Automotive Systems LLC or DAS LLC entered into an
agreement for the transfer of Delphi's New Brunswick Battery
Facility to JCI, with JCI to sell the facility to Johnson Controls
Battery Group, Inc.  Under the deal, Delphi agreed, among other
things, to indemnify JCI and JCBGI against damages, loss and
expenses resulting from any breach by DAS LLC of covenants under
the Transfer Agreement; and to indemnify JCI against environmental
damages arising from pre-closing contamination of the Facility.
Delphi also agreed to conduct investigation and remediation of the
New Brunswick Property and related regulations, including the
establishment of a remediation funding source.

By July 2009, two claims were filed:

  * JCI filed Claim No. 18719 asserting an administrative claim
    for $10,148,941, plus oversight costs of the New Jersey
    Department of Environmental Protection (NJDEP) related to
    indemnification and statutory claims for environmental
    contamination of the New Brunswick Property.

  * JCBGI filed Claim No. 18720 asserting an administrative claim
    for $13,058,705 plus oversight costs of the NJDEP related to
    indemnification and statutory claims for environmental
    contamination of the New Brunswick Property.

In 2010, the Debtors objected to the Claims in their 46th Omnibus
Claims Objection and JCI has filed a response to the Objection.

In 2011, JCBGI sold the New Brunswick Property to DeNovo New
Brunswick LLC.  DeNovo assumed all liabilities and obligations as
new owner and provided JCBGI a broad indemnification from future
liabilities related to the New Brunswick Property.

In August 2012, the Reorganized Debtors submitted a supplemental
reply to the Claimants' responses.  The Reorganized Debtors
sought entry of an order disallowing Claim Nos. 18719 and 18720.
They assert that their books and records don't account for the
Claims.

Subsequently, to resolve their dispute, the Reorganized Debtors
and the JCI Entities agree that Claim Nos. 18719 and 18720 are
disallowed without prejudice to JCI's right to seek
reconsideration in the event that (a) DeNovo either refuses or is
unable to perform its obligations under the Sale Agreement, (b)
the Remediation Trust is exhausted; or (c) either of the
Claimants has received a claim from a third party which seeks
contribution toward or recovery of costs incurred for
investigation or remediation of the New Brunswick Property,
provided that the Reorganized Debtors will have the right to
challenge any such request for reconsideration not inconsistent
with the Transfer Agreement.

The Claimants' Responses are also withdrawn with prejudice.

                        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


DELPHI CORP: Four Methode Electronics Claims Disallowed
-------------------------------------------------------
Reorganized Delphi entered into a Court-approved stipulation
with Methode Electronics, Inc., and its subsidiary, Automotive
Safety Technologies, Inc., for the expungement of Claim Nos.
4573, 16194, 19959 and 19951.

Claim No. 16194 was filed in August 2006, asserting a secured
claim for $2,939,137, and an unsecured non-priority claim for
$4,032,067.  The Claimant alleged it was owed on account of goods
it supplied to the Debtors from Oct. 30, 2001, through Oct. 8,
2005.  Claim No. 16194 was filed as an amendment to Claim No.
4573, which the Claimant's subsidiary filed in May 2006.

In November 2009, the Claimant filed Administrative Expense Claim
Nos. 19950 and 19951 for liabilities in connection with the
August/September 2008 supply agreement between Delphi Automotive
Systems LLC and Claimant and liabilities associated with
Claimant's claim of patent infringement.

In September 2012, the parties agree that all of the Claims are
deemed disallowed in their entirety, without any award of costs
or attorneys' fees to any party.

Pursuant to the terms of the Settlement Agreement, the mediator
Layn R. Phillips will resolve any disputes that arise out of the
finalization of the settlement or in connection with the
Stipulation.

                         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: Parties Agree on Excluded Claims in Ace Complaint
--------------------------------------------------------------
Reorganized Delphi entered into a stipulation with James Michael
Grai and certain other workers' compensation claimants; ACE
American Insurance Company, Pacific Employers Insurance Company --
the ACE Companies; and General Motors Company for the
identification of claims that are not related subject insurance
policies.  The stipulation has been approved by the Bankruptcy
Court.

On Jan. 28, 2010, the U.S. Bankruptcy Court for the Southern
District of New York granted the Joint Motion of the State of
Michigan Workers' Compensation Agency and Funds Administration to
Stay Order and Adversary Proceeding Pending Appeal in the
complaint captioned ACE American Ins. Co. v. Delphi Corp. (In re
DPH Holdings Corp.), Adversary Proceeding No. 09-01510 (RDD).

On Sept. 14, 2011, Mr. Grai filed a letter with the Court,
requesting that the Court lift the automatic stay to permit the
Michigan Workers' Compensation Agency and/or the Michigan Funds
Administration -- the Michigan Defendants -- to disburse workers'
compensation benefits to Mr. Grai and other former employees of
the Debtors.

On Oct. 20, 2011, Mr. Grai filed a Motion for a Modification of
the Automatic Stay and a Notice of Motion for Joinder of Parties.
The next day, on October 21, Mr. Grai filed an Amended Motion for
a Modification of the Automatic Stay and an Amended Motion for
Joinder of Parties.

The ACE Companies' potential liability for certain workers'
compensation claims under certain insurance policies is the
subject of the Adversary Proceeding.

On Aug. 10, 2012, the Court granted in part and denied in part the
Plaintiffs' Emergency Motion in the Adversary Proceeding for an
Injunctive Order.

To resolve the Letter, the Motions, and the Amended Motions, the
parties to the Stipulation have identified three categories of
workers' compensation claims which do not implicate the subject
Insurance Policies, the automatic stay, any provision of the
Debtors' Modified Chapter 11 Plan or any prior order of the
Court, and which can and should be allowed to proceed in the
appropriate state tribunal.  The categories are:

   * Claims that do not implicate the Reorganized Debtors --
     the "Non-DPH Claims"

   * Claims that have been assumed by GM -- the "GM Assumed
     Claims"

   * Claims that fall outside of the dates of coverage of the
     Policies -- the "Date Excluded Claims"

Lists of the Non-DPH Claims, GM Assumed Claims and Date Excluded
Claims are available at:

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

Accordingly, the Reorganized Debtors, Mr. Grai, the ACE
Companies, and GM agree on these terms:

   1. The Letter, the Motions, and the Amended Motions are
      withdrawn without prejudice.

   2. Each of the Non-DPH Claims, the GM Assumed Claims, and the
      Date Excluded Claims do not implicate the Policies and may
      proceed in the appropriate state tribunal.

   3. Prior to proceeding in a Michigan tribunal, the applicable
      claimant must sign a notarized acknowledgement.  No
      claimant may proceed unless he or she delivers the
      Acknowledgement to:

        * Counsel to the Reorganized Debtors

          SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
          Attn: John K. Lyons, Esq.
                john.lyons@skadden.com
                Albert L. Hogan, III, Esq.
                al.hogan@skadden.com
                Louis S. Chiappetta, Esq.
                louis.chiappetta@skadden.com

        * Counsel to the ACE Companies

          DUANE MORRIS LLP
          Attn: Lewis R. Olshin, Esq.
                olshin@duanemorris.com
                William C. Heuer, Esq.
                wheuer@duanemorris.com

Nothing in the Stipulation is intended to adjudicate the merits
of any workers' compensation claim or to determine any claimant's
entitlement to relief.  The parties reserve all defenses they may
have with respect to any workers' compensation claim that is
allowed to proceed under the terms of the Stipulation.

In the event the potential liability of any of the ACE Companies
or any of the Reorganized Debtors is implicated in any proceeding
that is permitted to go forward, the applicable claimant will
take all actions necessary to obtain an adjournment of such
proceeding.  For the avoidance of doubt, the applicable claimant
will not seek to collect from the Policies, assert or argue that
the Policies provide coverage for the claimant's claim, or
otherwise implicate the Policies in any manner in the Michigan
tribunals with respect to the Non-DPH Claims, the GM Assumed
Claims, and the Date Excluded Claims.

Attorney for General Motors Company is:

          Michael A. Gruskin, Esq.
          General Motors Company
          Commercial and Product Litigation Division
          300 GM Renaissance Center
          P.O. Box Mail Code 482-C39-B40
          Detroit, MI

Attorneys for ACE Companies are:

          William C. Heuer, Esq.
          Wendy M. Simkulak, Esq.
          DUANE MORRIS LLP
          1540 Broadway, 14th Floor
          New York, NY 10036-4086
          Email: WMSimkulak@duanemorris.com

             -- and --

          Lewis R. Olshin, Esq.
          Margery N. Reed, Esq.
          DUANE MORRIS LLP
          30 South 17th Street
          Philadelphia, PA 19103-4196
          Email: MReed@duanemorris.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).


DELPHI CORP: Stipulation Allowing Steere's General Unsecured Claim
-----------------------------------------------------------------
DPH Holdings Corp. and its reorganized affiliates entered into a
stipulation, later approved by the Bankruptcy Court, with Steere
Enterprises, Inc., to resolve an adversary proceeding over certain
transfers.  The parties agree that Steere will receive an allowed
general unsecured non-priority claim against DPH-DAS LLC in an
amount agreed under a settlement deal.

                         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: 2nd Cir. Vacates Orders on Longacre-ATS Suit
---------------------------------------------------------
A three-judge appellate panel last month vacated lower court
orders on three counts of breach of contract and indemnification
charges in the lawsuit captioned LONGACRE MASTER FUND, LTD.,
LONGACRE CAPITAL PARTNERS (QP) L.P., Plaintiffs-Appellants, v.
ATS AUTOMATION TOOLING SYSTEMS INC., Defendant-Appellee, Case No.
11-3413-cv (2nd Cir.).  The charges are remanded to the lower
court for further proceedings.

The case involves a bankruptcy claim nominally worth about
$2 million that ATS Automation sold to Longacre Master Fund, Ltd.
and Longacre Capital Partners (QP) L.P.  Longacre purchased the
claim in 2006 for nearly its full nominal value, but upon the
2008 crisis, Debtor Delphi Automotive Systems was unable to pay
the full amount.  In the lawsuit, Longacre claims a contractual
right to several years' interest on the purchase price based on
an objection that Delphi filed against the claim during the
course of its bankruptcy proceedings.  Longacre's complaint
alleged seven counts of breach of contract and indemnification,
but the appeal involves only Counts One, Six and Seven.

In an August 2011 order, a New York district court ruled in favor
of ATS Automation on the three charges.

In its Sept. 14, 2012 decision, the U.S. Court of Appeals for the
Second Circuit held that the pendency of Delphi's objection
limited Longacre's ability to transfer or obtain payment on the
claim.  It also pointed out that an "objection" need not have
been meritorious for it to constitute an "impairment" in the
parties' claim purchase agreement.  The Second Circuit further
opined that Longacre has shown a material issue of fact as to
ATS' knowledge of a possible preference action and related
objection.

A copy of the Second Circuit's Sept. 14, 2012 Summary Order is
available at http://is.gd/HwE6TRfrom Leagle.com.

The appellate panel consists of Circuit Judges Jose A. Cabranes,
Chester J. Straub and Peter W. Hall.

Longacre is represented by:

          MARTIN EISENBERG,
          Law Offices of Martin Eisenberg
          White Plains, NY

ATS Automation is represented by:

          Robert D. Gordon, Esq.
          Evan J. Feldman, Esq.
          CLARK HILL, PLC
          Birmingham, MI
          Email: rgordon@clarkhill.com
                 efeldman@clarkhill.com

               - and -

          Christopher J. Battaglia, Esq.
          Neal W. Cohen, Esq.
          HALPERIN BATTAGLIA RAICHT, LLP
          New York, NY
          Email: cbattaglia@halperinlaw.net
                 ncohen@halperinlaw.net

                         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: May Pay Bonuses to Employees Rodriguez and Sucoff
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Dewey & Leboeuf to pay bonuses to these key wind-down
employees (i) $50,000 for Director of Billing, Lourdes Rodriquez;
and (ii) $5,000 for Collections Manager, Lisa Sucoff.

Prior to the hearing, the Debtor withdrew its motion to pay a
bonus of $165,000 for Director of Finance, Francis Canellas.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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


DEWEY & LEBOEUF: FPC to Appeal Order Approving PCP
--------------------------------------------------
The Official Committee of Former Partners appointed in the Chapter
11 case of Dewey & Leboeuf LLP has appealed the U.S. Bankruptcy
Court of Southern New York's memorandum opinion and order
approving the Partner Contribution Settlement Agreements and
mutual releases for participating partners and denying the Ad Hoc
Committee of Retired Partners to appoint an examiner.

As reported in the TCR on Oct. 10, 2012, the Bankruptcy Court
approved on Tuesday the Debtor's proposed $71.5 million clawback
deal with former partners.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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


DEWEY & LEBOEUF: Has New Address at 1271 Avenue of the Americas
---------------------------------------------------------------
Dewey & LeBoeuf LLP serves notice that effective Nov. 1, 2012, its
address will be 1271 Avenue of the Americas, Suite 4300, New York,
New York 10020.  Dewey's main telephone number (212) 259-8000 and
facsimile number (212) 632-0326 will remain the same.

                       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 Trades at 37% Off in Secondary Market
---------------------------------------------------------------
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. 12, an increase of
0.21 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 199 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.


DEX MEDIA WEST: Bank Debt Trades at 35% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 65.21 cents-on-
the-dollar during the week ended Friday, Oct. 12, a drop of 0.29
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.
24, 2014, and carries Moody's Caa3 rating and Standard & Poor's D
rating.  The loan is one of the biggest gainers and losers among
199 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                About R.H. Donnelley & Dex Media

Based in Cary, North Carolina, R.H. Donnelley Corp., fka The Dun &
Bradstreet Corp. (NYSE: RHD) -- http://www.rhdonnelley.com/--
publishes and distributes print and online directories in the U.S.
It offers print directory advertising products, such as yellow
pages and white pages directories.  R.H. Donnelley Inc., Dex
Media, Inc., and Local Launch, Inc., are the company's only direct
wholly owned subsidiaries.

Dex Media East LLC is a publisher of the official yellow pages and
white pages directories for Qwest Communications International
Inc. in the states, where Qwest is the primary incumbent local
exchange carrier, such as Colorado, Iowa, Minnesota, Nebraska, New
Mexico, North Dakota and South Dakota.

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, after missing a $55 million interest
payment on its senior unsecured notes.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
represented the Debtors in their restructuring efforts.  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, served as the
Debtors' local counsel.  The Debtors' financial advisor was
Deloitte Financial Advisory Services LLP while its investment
banker was Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
served as claims and noticing agent.  The Official Committee of
Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen
O'Connor as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its
financial advisor and forensic accountant, and The Blackstone
Group, LP, as its financial and restructuring advisor.  The
Debtors emerged from Chapter 11 bankruptcy proceedings at the end
of January 2010.

                           *     *     *

In early April 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
rating outlook is
negative.

"At the same time, we affirmed our issue-level rating on Dex Media
East Inc.'s $672 million outstanding term loan, Dex Media West
Inc.'s $594 million outstanding term loan, and R.H. Donnelley
Inc.'s $866 million outstanding term loan due 2014 at 'D'. The
recovery rating on these loans remains at '5', indicating our
expectation of modest (10% to 30%) recovery for lenders in the
event of a payment default," S&P said.

"The company's March 9, 2012 amendment allows for ongoing subpar
repurchases of its term debt until 2013, as long as certain
conditions are met. Additionally, on March 22, 2012, the company
announced the commencement of a cash tender offer to purchase a
portion of its senior subordinated notes due in 2017 below par.
The term loan and subordinated notes are trading at a significant
discount to their par values, providing the company an economic
incentive to pursue a subpar buyback. We believe that these
circumstances suggest a high probability of future subpar
buybacks, which are tantamount to default under our criteria," S&P
said.

"The 'CCC' corporate credit rating reflects our view that Dex
One's business will remain under pressure given the unfavorable
outlook for print directory advertising. We view the company's
rising debt leverage, low debt trading levels, weak operating
outlook, and steadily declining discretionary cash flow as
indications of financial distress. As such, we continue to assess
the company's financial risk profile as 'highly leveraged,' based
on our criteria. We regard the company's business risk profile as
'vulnerable,' based on significant risks of continued structural
and cyclical decline in the print directory sector. Structural
risks include increased competition from online and other
distribution channels as small business advertising expands across
a greater number of marketing channels," S&P said.


DIGITAL DOMAIN: Pomerantz Pursues Class Action Suit
---------------------------------------------------
Shareholders of Digital Domain Media Group, Inc., are reminded of
the securities class action against certain officers and the
managing underwriters of the Company's Initial Public Offering.

The class action, filed in the United States District Court,
Southern District of Florida, is on behalf of all persons who
purchased DDMGQ common stock between Nov. 18, 2011 and Sept. 6,
2012, inclusive and/ or persons who purchased or otherwise
acquired DDMGQ common stock in or traceable to the Company's
initial public offering, which commenced on or about Nov. 18,
2011.  This class action is brought under Sections 10(b) and 20(a)
of the Securities Exchange Act of 1934 and Rule 10(b)-5
promulgated thereunder, and Sections 11 and 15 of the Securities
Act of 1933.

If you are a shareholder who purchased DDMGQ common stock during
the Class Period, you have until Nov. 19, 2012 to ask the Court to
appoint you as Lead Plaintiff for the class.  To discuss this
action, contact Robert S. Willoughby at rswilloughby@pomlaw.com or
888.476.6529 (or 888.4-POMLAW), toll free, x237.  Those who
inquire by e-mail are encouraged to include their mailing address
and telephone number.

DDMGQ is a digital production company which was founded in 1993.
The Company provides computer-generated animation and digital
visual effects for major motion picture studios and advertisers.

On May 16, 2011, DDMGQ filed the Registration Statement with the
SEC for its initial public offering, and on Nov. 18, 2011 the IPO
commenced.  The Company sold 4.92 million shares of its common
stock at an IPO price of $8.50 per share.  The gross proceeds of
the offering totaled $41.8 million.

The Complaint alleges that during the Class Period and in
connection with DDMGQ's IPO, the Company made misleading
statements and/or failed to disclose material facts about the
Company's ability to raise capital and fund its operations.

Senior DDMGQ officers falsely reassured shareholders that the
Company would be able to meet its operating expenses, even though
the Company was faced with a substantial "burn rate" which
threatened its viability to continue as a going concern.

According to a Sept. 18, 2012 article in the Palm Beach Post,
DDMGQ had a long history of difficulties meeting its payroll which
went back to 2010.  According to the Post, the Company's Chief
Executive Officer ("CEO") "predicted a 'train wreck' in an email
to an investor in early 2010." Moreover, the CEO concealed a Loan
Agreement for $10 million which he entered into at the time of the
IPO. The loan was secured by the CEO's DDMGQ common shares and by
the CEO's personal properties.

The revelation of the DDMGQ's true financial condition culminated
in its filing for Chapter 11 bankruptcy on Sept. 11, 2012, less
than 10 months after its IPO.

The Pomerantz Firm, with offices in New York, Chicago and San
Diego, is acknowledged as one of the premier firms in the areas of
corporate, securities, and antitrust class litigation. Founded by
the late Abraham L. Pomerantz, known as the dean of the class
action bar, the Pomerantz Firm pioneered the field of securities
class actions.  Today, more than 75 years later, the Pomerantz
Firm continues in the tradition he established, fighting for the
rights of the victims of securities fraud, breaches of fiduciary
duty, and corporate misconduct.

                       About Digital Domain

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

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

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

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

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

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

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

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

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


DIGITAL DOMAIN: Committee Taps Brown Rudnick as Counsel
-------------------------------------------------------
BankruptcyData.com reports that Digital Domain Media Group's
official committee of unsecured creditors filed with the U.S.
Bankruptcy Court motions to retain Brown Rudnick (Contact: H.
Jeffrey Schwartz) as counsel at these hourly rates: attorney at
$475 to $1,100 and paraprofessional at $265 to $370 and Sullivan
Hazeltine Allinson (Contact: William D. Sullivan) as co-counsel at
hourly rates ranging from $150 to $425.

                        About Digital Domain

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

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

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

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

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

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

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

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

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


DIGITAL DOMAIN: PBC GP Discloses 54.3% Equity Stake
---------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, PBC GP III, LLC, and its affiliates disclosed
that, as of Aug. 31, 2012, they beneficially own 23,639,100 shares
of common stock of Digital Domain Media Group, Inc., representing
54.3% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/W8EP5J

                       About Digital Domain

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

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

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

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

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

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

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

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

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


DIGITILITI INC: Suspending Filing of Reports with SEC
-----------------------------------------------------
Digitiliti, Inc., filed a Form 15 with the U.S. Securities and
Exchange Commission to voluntarily deregister its common stock
and suspend its reporting obligations with the SEC.

Pursuant to Rule 12g-4(a)(2) of the Securities Exchange Act of
1934, the Company deregisters its common stock because holders of
its common shares are less than 500 and the Company has than $10
million in assets.   There were only 400 holders of the Company's
common stock as of Oct. 12, 2012.

                       About Digitiliti, Inc.

St. Paul, Minnesota-based Digitiliti, Inc.'s business is
developing and delivering storage technologies and methodologies
enabling its customers to manage, control, protect and access
their information and data with ease.  The Company's core business
is providing a cost effective on-line data protection solution to
the small to medium business ("SMB") and small to medium
enterprise ("SME") markets through its DigiBAK service.  This on-
line data protection solution helps organizations properly manage
and protect their entire network from one centralized location.

The Company reported a net loss of $3.98 million in 2011, compared
with a net loss of $6.41 million in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $1.03 million
in total assets, $4.29 million in total liabilities and a $3.26
million total stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered losses from operations and has
a working capital deficit.


DYNEGY HOLDINGS: Franklin Resources Discloses 32.4% Equity Stake
----------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Franklin Resources, Inc., and its affiliates disclosed
that, as of Oct. 1, 2012, they beneficially own 32,931,496 shares
of common stock of Dynegy Inc. representing 32.4% of the shares
outstanding.

The Common Stock was issued in connection with the Dynegy's
emergence from Chapter 11 bankruptcy under the Modified Third
Amended Chapter 11 Plan of Reorganization for Dynegy Holdings,
LLC, proposed by Dynegy Holdings, LLC, and Dynegy Inc.  Unsecured
notes and lease guaranty claims beneficially owned by one or more
open- or closed-end investment companies or other managed accounts
that are clients of investment managers that are direct and
indirect subsidiaries of Franklin Resources, including Franklin
Advisers, Inc., were exchanged for the Common Stock pursuant to
the Plan.  Those liabilities were cancelled and annulled under the
Plan.

A copy of the filing is available for free at:

                         http://is.gd/N7NsZP

                            About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Dynegy Inc. successfully completed its Chapter 11 reorganization
and emerged from bankruptcy October 1.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., remain under
Chapter 11 protection.

As of July 31, 2012, Dynegy Inc. had total assets of
$3.15 billion, total liabilities of $3.14 billion and total
stockholders' equity of $6.68 million.


DYNEGY HOLDINGS: Luminus Management Discloses 9.7% Equity Stake
---------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Luminus Management, LLC, and its affiliates disclosed
that, as of Oct. 1, 2012, they beneficially own 9,720,083 shares
of common stock of Dynegy Inc. representing 9.7% of the shares
outstanding.  A copy of the filing is available at:

                        http://is.gd/rR89X1

                            About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Dynegy Inc. successfully completed its Chapter 11 reorganization
and emerged from bankruptcy October 1.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., remain under
Chapter 11 protection.

As of July 31, 2012, Dynegy Inc. had total assets of
$3.15 billion, total liabilities of $3.14 billion and total
stockholders' equity of $6.68 million.


EASTBRIDGE INVESTMENT: Expects $7.5MM to $8.5MM Revenue in 2012
---------------------------------------------------------------
EastBridge Investment Group announced year-end financial
projections based on EastBridge's current results and near term
plans.  According to management, EastBridge's 2012 revenue will be
in the range of $7.5 to $8.5 million which will generate a net
income in the range of $5.5 to $6.5 million or an earnings per
share of $0.034 to $0.04.  This is a significant increase over
2011 financial results of approximately $36,000 in revenue, which
generated a loss of about $800,000.

EastBridge Investment Group focuses on high-growth companies in
Asia and in the United States, offering IPOs, Joint Ventures and
Merchant Banking services.  The Company targets industries in
electronics, real estate, auto, metal, energy, environmental,
bioscience and food retail distribution.  To learn more about
EastBridge Investment Group go to the Company's Web site at
http://www.EbigCorp.com/
To receive EBIG's email alert, send a blank e-mail to
info@EbigCorp.com

                    About EastBridge Investment

Scottsdale, Arizona-based EastBridge Investment Group Corporation
is one of a small group of United States companies solely
concentrated in marketing business consulting services to closely
held, small to mid-size Asian companies that require these
services for expansion.  EastBridge is assisting its clients in
becoming public companies, reporting pursuant to the Securities
Exchange Act of 1934, as amended, in the United States and
obtaining listings for their stock on a U.S. stock exchange or
over-the-counter market.  All clients are located in Asia-
Pacifica.

In its audit report for the 2011 results, Tarvaran Askelson &
Company, LLP, in Laguna Niguel, California, expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company's viability is
dependent upon its ability to obtain future financing and the
success of its future operations.

The Company reported a net loss of $766,414 in 2011, compared with
a net loss of $174,955 in 2010.

The Company's balance sheet at June 30, 2012, showed $1.07 million
in total assets, $1.79 million in total liabilities and a $720,744
total stockholders' deficit.


EASTMAN KODAK: To Begin Talks With Shareholders on Plan
-------------------------------------------------------
Eastman Kodak Company on Oct. 12 said that as a result of the
significant progress made to date in its restructuring, it is now
ready to begin discussions on a plan of reorganization with
certain key creditor groups.

To facilitate these discussions with the widest possible group of
interested parties, including holders of publicly-traded
securities, the company is publicly disclosing certain forward-
looking information showing its cash flow forecast and financial
projections for Kodak's Commercial Imaging business, which is
focused on commercial, packaging, and functional printing
solutions and enterprise services, and will form the company upon
emergence.

These projections include forecasts of its U.S. operating cash
flow through June 2013, as well as pro-forma projections of the
company's combined operating cash flow after taking into account
previously announced portfolio strategy decisions, such as the
intention to divest the Document Imaging and Personalized Imaging
businesses, as well as its intention to wind down the sale of
consumer inkjet printers and focus on servicing its installed base
of customers.

They also highlight the strong, cash-generating set of Kodak
businesses that are expected to emerge from Chapter 11 in the
first half of 2013.  The Commercial Imaging business has
significant growth potential and includes differentiated products
and services that leverage Kodak's unique technological and
competitive advantages.

Kodak Chairman and CEO Antonio M. Perez said, "As we move forward
to emergence and explore an array of financing options, we believe
there is confidence and interest among the financial community in
our Commercial Imaging business and its future business plans.  We
are gratified that there appears to be interest among several
potential lenders to finance this business and its emergence, and
with this disclosure, we are now better positioned to explore
these funding opportunities."

                   3-Year Cash Flow Projections

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. publicly disclosed cash-flow
projections for the next three years, breaking out the operations
the company intends to be the backbone for the Chapter 11
reorganization begun in January.

The company's pro forma predictions show the commercial printing
focused business as having operating cash flow of $170 million in
2013 on revenue of $2.73 billion.  Kodak predicts operating cash
flow for the segment will grow to $285 million in 2015.

Kodak made the disclosure in a regulatory filing because it's
about to begin discussing a reorganization plan with creditors.
Securities laws don't allow some creditors to have the information
while others don't.

A copy of the Cash Flow Forecast and Financial Projections is
available for free at http://is.gd/jZYaiL

The report relates that for the U.S. companies in bankruptcy,
Kodak is predicting an operating cash flow deficit of $128 million
from September 2012 through June 2013.  Although the comparisons
aren't equal, Kodak reported last month that cash declined by
$92.4 million during the month ended Aug. 31, ending at $345.8
million.  Kodak said in the statement on Oct. 12 "there appears to
be interest among several potential lenders" to provide financing
for an exit from Chapter 11.

The report notes that Kodak disclosed in September that it won't
be selling the portfolio of digital imaging technology for the
time being.  The company said it might retain the technology for
licensing to generate revenue and pay customer claims under a
reorganization plan.  Kodak said it is still planning for an
emergence from bankruptcy in the first half of 2013.  Kodak's $400
million in 7% convertible notes due in 2017 traded at 1:17 p.m. on
Oct. 12 for 11.25 on the dollar, according to Trace, the bond-
price reporting system of the Financial Industry Regulatory
Authority.

                        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.


EMMIS COMMUNICATIONS: Posts $38.9MM Net Income in Aug. 31 Qtr.
--------------------------------------------------------------
Emmis Communications Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income attributable to the Company of
$38.99 million on $57.56 million of net revenues for the three
months ended Aug. 31, 2012, compared with a net loss attributable
to the Company of $6.01 million on $61.34 million of net revenues
for the same period a year ago.

For the six months ended Aug. 31, 2012, the Company reported net
income attributable to the Company of $34.85 million on
$110.28 million of net revenues, in comparison with a net loss
attributable to the Company of $8.05 million on $118.47 million of
net revenues for the same period during the prior year.

The Company's balance sheet at Aug. 31, 2012, showed $287.53
million in total assets, $258.60 million in total liabilities,
$46.88 million in series A cumulative convertible preferred stock,
and a $17.94 million total deficit.

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

                        http://is.gd/uy1s4T

                     About Emmis Communications

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

                           *     *     *

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

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


EMMIS COMMUNICATIONS: Moody's Reviews 'B3' CFR/PDR for Upgrade
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Emmis
Communications Corporation on review for upgrade following the
company's earnings release for 2Q12 (ended August 31, 2012)
indicating good performance for radio operations and plans to
refinance existing high coupon debt facilities. Management
recently confirmed the $79.6 million repayment of outstanding term
loans applying net proceeds from the sale of KXOS-FM and a
reduction in the amount of outstanding preferred shares plus
accrued dividends.

Placed on review for upgrade:

  Issuer: Emmis Communications Corporation

    Corporate Family Rating: Placed on Review for Upgrade,
    currently B3

    Probability of Default Rating: Placed on Review for Upgrade,
    currently B3

    Series A Preferred Stock ($46.8 million outstanding): Placed
    on Review for Upgrade, currently Caa2, LGD6 -- 99%

Placed on review for upgrade:

  Issuer: Emmis Operating Company

     Sr secured 1st lien revolver due 2012: Placed on Review for
     Upgrade, currently B2, LGD3 -- 39%

     Sr secured 1st lien term loan due 2013 ($21.8 million
     outstanding): Placed on Review for Upgrade, currently B2,
     LGD3 -- 39%

     Sr secured 1st lien term loan due 2014 ($27.3 million
     outstanding): Placed on Review for Upgrade, currently B2,
     LGD3 -- 39%

  Outlook Actions:

    Outlook, Placed on Review

Ratings Rationale

The radio stations of Emmis have performed well achieving a 2%
revenue increase through the six months ended August 31, 2012
compared to flattish growth for the broader industry over the same
period. In addition, the company continued to divest non-core
assets to reduce leverage. Most recently, Emmis closed on the sale
of KXOS-FM in Los Angeles applying $79.6 million of net proceeds
to repay debt and completed the sale of Country Sampler and
related magazines resulting in an additional $8.5 million debt
repayment. Based on recently reported financial results and pro
forma for term loan repayments from sale proceeds, debt-to-EBITDA
leverage has been reduced to less than 6.2x for LTM August 31,
2012 including Moody's standard adjustments and treating preferred
shares as 100% debt (or less than 4.7x excluding preferred shares
for LTM August 31, 2012) compared to 7.2x for LTM May 31, 2012. In
September 2012, the company amended the rights of the holders of
the Preferred Stock including canceling accumulated but undeclared
dividends and eliminating restrictions on Emmis' ability to pay
common share dividends. Management also indicated it is looking to
refinance existing debt facilities at significantly lower interest
rates. Moody's review of ratings will focus on the performance of
radio and publishing operations and will also consider the
company's improving financial profile including the potential for
greater free cash flow generation and continued debt reduction
consistent with management's stated goal to further reduce
leverage.

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

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation owns and operates radio stations serving New York, Los
Angeles, St. Louis, Austin, Indianapolis, and Terre Haute. The
company also publishes six regional and one specialty magazines
with revenue for the twelve months ending August 31, 2012 of $224
million.


ENERGY TRANSFER: Moody's Lowers Corp. Family Rating to 'Ba2'
------------------------------------------------------------
Moody's Investors Service affirmed the Baa3 rating for Energy
Transfer Partners, L.P. (ETP) with a stable outlook. This
affirmation follows the October 5, 2012 closing of ETP's
$5.3 billion acquisition of Sunoco, Inc. (SUN) together with the
March 26, 2012 closing of the acquisition of Southern Union
Company (SUG) by ETP's general partner (GP) Energy Transfer
Equity, L.P. (ETE), and the various transactions among these
entities intended to accommodate these acquisitions.

Also as a consequence of these transactions, Moody's downgraded
ETE's Corporate Family Rating (CFR) to Ba2 from Ba1 while
confirming its Ba2 senior secured term loan and notes ratings.
ETE's outlook is stable. This action concludes the review that was
initiated on June 16, 2011. Moody's affirmed SUG's Baa3 rating
with a stable outlook. In conjunction with the closing of ETP's
acquisition of SUN, Moody's upgraded SUN's senior unsecured notes
rating to Baa3 from Ba2 with a stable outlook, and has withdrawn
SUN's Ba1 CFR and Probability of Default Rating (PDR). Concurrent
with closing on SUN, ETP became a co-obligor on approximately $965
million of SUN's existing senior notes and debentures. Also
concurrent with the closing of the SUN acquisition, SUN
contributed its GP interest, 32.4% limited partner (LP) interest
and incentive distribution rights (IDRs) in Sunoco Logistics
Partners, L.P. (SXL) to ETP. Moody's downgraded the senior
unsecured notes rating of Sunoco Logistics Partners Operations
L.P., who issues debt on behalf of SXL under an SXL guarantee, to
Baa3 from Baa2. SXL's outlook is stable. This action concludes the
review that was initiated on April 30, 2012. Moody's affirmed
Regency Energy Partners LP's (RGP) Ba3 CFR and its senior
unsecured notes rating of B1. The outlook is stable. ETE holds the
1.8% GP and a 16.7% LP interest in RGP.

A complete list of Moody's rating actions is as follows:

Energy Transfer Partners, L.P.

Senior Unsecured Debt -- Affirmed Baa3

Senior Unsecured Shelf -- Affirmed (P) Baa3

Outlook -- Changed to stable from negative

Energy Transfer Equity, L.P.

Corporate Family Rating -- Downgraded to Ba2 from Ba1

Outlook -- Changed to stable from review down

Senior Secured Debt -- Confirmed Ba2 - changed to LGD4-50% from
LGD6-92%

Speculative Grade Liquidity Rating -- assigned SGL3

Senior Unsecured Shelf - (P)Ba2 withdrawn

Sunoco, Inc.

Senior Unsecured Debt -- Upgraded to Baa3 from Ba2

Outlook -- Changed to stable from developing

Corporate Family Rating -- Ba1 withdrawn

Probability of Default Rating -- Ba1 withdrawn

Senior Unsecured MTN -- Upgraded to (P) Baa3 from (P) Ba2

Subordinate Shelf - (P)Ba3 withdrawn

Preference Shelf - (P)Ba3 withdrawn

Sunoco Capital Trust I

Backed Preference Shelf - (P)Ba3 withdrawn

Sunoco Capital Trust II

Backed Preference Shelf - (P)Ba3 withdrawn

Sunoco Logistics Partners Operations L.P.

Senior Unsecured Debt -- Downgraded to Baa3 from Baa2

Outlook -- Changed to stable from review down

Senior Shelf - Downgraded (P) Baa2 to (P) Baa3

Subordinate Shelf - (P)Baa3 withdrawn

Southern Union Company

Senior Unsecured Debt -- Affirmed Baa3

Outlook -- Changed to stable from negative

Junior Subordinated Debt -- Affirmed Ba1

Regency Energy Partners LP

Corporate Family Rating -- Affirmed Ba3

Senior Unsecured Debt -- Affirmed B1

Outlook - Affirmed stable

Backed Senior Unsecured -- Affirmed B1

Senior Unsecured Shelf -- Affirmed (P)B1

LGD Senior Unsecured -- Changed to LGD3-44% from LGD4-66%

"The ETE group of affiliated entities controls and operates a
sizable, diversified collection of attractive midstream energy
infrastructure assets that generate for the most part a stable,
largely fee-based cash flow stream, a consolidated enterprise that
will further benefit from the inclusion of SXL's liquids-dominated
logistics assets," commented Andrew Brooks, Moody's Vice
President. "However, elevated financial leverage across the
system, exacerbated by the recent acquisition spree and heavy
growth capital spending, and the structural complexity of the
organization all remain a concern to Moody's."

Rating Rationale

Energy Transfer Partners - ETP ranks among the largest of the
midstream master limited partnerships (MLPs) in terms of asset
size, geographical reach, the operational diversification of its
businesses and its growing cash flow. With the contribution of
SXL's GP, LP and IDRs to ETP concurrent with the closing of its
acquisition of SUN, ETP's largely natural gas-oriented
infrastructure asset base will be supplemented by the inclusion of
SXL's liquids-dominated logistics assets over which ETP will have
operational control. SXL's crude and refined products businesses
could contribute 25%-30% of ETP's consolidated EBITDA on a pro
forma basis. Incremental EBITDA derived from SXL, ETP's 40%
indirect stake in SUG and growth capital spending across its
businesses will further dilute ETP's relative exposure to its low-
growth Texas intrastate legacy operating segment.

Notwithstanding the 50% equity financing of its SUN acquisition,
ETP remains aggressively leveraged, approaching 4.8x debt/EBITDA,
and is burdened by the complexity of its organizational structure.
As an MLP, ETP is wholly dependent on external sources of
financing to fund its ambitious growth capital requirements and it
remains under pressure to generate cash for distribution to ETE,
which has its own debt service and partnership distributions to
support. ETP's stable outlook reflects the quality of its
midstream asset base and its record of equity issuance to support
growth projects and acquisitions. In addition, Moody's believes
that there is reduced near term pressure and financing
requirements to further reconfigure its asset base through other
asset dropdowns from affiliated entities or additional
acquisitions. ETP's ratings could be downgraded if it fails to
sustain debt leverage below 4.5x, the prospects for which are less
clear because of recent acquisitions and the weaker natural gas
processing environment. Additionally, should ETP embark on another
sizable acquisition in the near future, its Baa3 could be placed
in jeopardy, as would increased pressure from ETE for cash
distributions. While an upgrade is considered unlikely, reducing
debt leverage to the 4.0x area could prompt such consideration.

Energy Transfer Equity - ETE, also a publicly traded MLP, sits
atop a highly complex organizational structure in which it holds
GP and LP interests, and IDRs, in ETP and RGP, and indirect equity
interests in SUN and SUG. Its debt is structurally subordinated to
these affiliated entities, whose cash distributions to ETE are
residual to their own operating and debt service requirements.
While the increased scale and scope of the combined ETE family's
operating footprint is positive, ETE's debt leverage increased
with its acquisition of SUG, and now exceeds 5.5x EBITDA on a
fully consolidated basis. ETE's $1.8 billion senior notes due 2020
are secured on a pari passu basis with its $2.0 billion secured
term loan.

ETE's stable outlook reflects the increasingly diversified
distribution streams derived from its subsidiary interests, and
the quality of their respective assets. ETE's ratings could be
downgraded should it further increase consolidated leverage on a
permanent basis to over 6x EBITDA . Furthermore, should cash
distributions to ETE be compromised through higher leverage or
weakness in distributable cash flows at partnership and subsidiary
levels, ratings could be downgraded. A ratings upgrade is limited
by the absence of readily apparent sources of cash for debt
reduction now that SUG in particular has been dropped into a new
intermediate holding company controlled by ETP in exchange for an
equity stake in that entity rather than cash consideration.
However, 60% of the net proceeds from any asset sales at ETP
Holdco could be distributed to ETE for debt reduction.

Southern Union Company - ETE closed on its $9.4 billion
acquisition of SUG effective March 26, 2012; concurrent with the
closing of ETP's acquisition of SUN both SUG and SUN were
contributed to a newly formed intermediate holding company -- ETP
Holdco Corporation (ETP Holdco, NR) -- in which ETP and ETE hold
40% and 60% interests, respectively. SUG is both a holding company
of pipeline and natural gas midstream assets as well as gas
utility divisions in Missouri and Massachusetts. Through its
wholly-owned subsidiary, Panhandle Eastern Pipe Line Company, LP
(PEPL, Baa3 stable), SUG owns and operates regulated, interstate
gas pipelines that transport natural gas from coastal Gulf of
Mexico, South Texas and Oklahoma to major domestic markets in the
Midwest, and a liquefied natural gas (LNG) import terminal on the
Louisiana Gulf Coast. SUG also owns a gas gathering and processing
business -- Southern Union Gas Services - in the Permian Basin of
Texas and New Mexico. SUG's previously held 50% indirect interest
in Florida Gas Transmission Company, LLC (FGT, Baa2 stable) was
dropped into ETP for $2.0 billion, including $1.9 billion in cash.
Cash proceeds were used for debt reduction at ETE and SUG.

SUG's Baa3 rating reflects the low business risk of its regulated
pipeline assets, offset by its relatively high debt leverage and
the overhang of complex corporate structure and leverage. The
stable outlook reflects Moody's  expectation that any additional
asset sales or dropdowns will be accompanied by a commensurate
level of debt reduction at SUG. While a ratings upgrade is
considered unlikely given the operating control ETP exercises over
SUG through its control of ETP Holdco, material de-leveraging
could warrant an upgrade. Conversely, should leverage metrics
deteriorate from current June 30 approximation of 5.0x debt to
EBITDA, or should its business mix trend more towards gas
gathering and processing and away from interstate pipes, a
downgrade could be considered. Furthermore, a downgrade at ETP or
ETE would likely result in a downgrade of SUG's ratings.

Sunoco - With SUN's GP and LP interests, and IDRs in SXL
contributed to ETP, SUN's principal remaining assets consist of
its network of 4,900 retail service stations, and 90.7 million
Class F units received from ETP for SUN's interest in SXL and
SUN's cash balances. Most of this cash balance, approximating $2
billion, was used to fund the cash portion of the SUN acquisition.
Also concurrent with closing, ETP became a co-obligor on SUN's
existing senior unsecured notes and debentures. As a result,
Moody's views SUN as equivalent to the credit of ETP, and any
subsequent movement in ETP's credit rating or outlook will be
reflected in SUN's Baa3 rating.

Sunoco Logistics - SXL is a publicly traded MLP formed in 2002,
principally engaged in the transport, terminalling and storage of
crude oil, and to a lesser extent refined products, as well as
natural gas liquids (NGLs) and crude oil marketing. SXL guarantees
the debt of Sunoco Logistics Partners Operations L.P., a 100%-
owned operating subsidiary that issues debt on behalf of SXL. Its
Baa3 rating reflects SXL's relatively low business risk profile, a
sound operating strategy focused on fee-based businesses, and
strong financial metrics. Its midstream operations are somewhat
smaller than its investment grade peers and are subject to the
generic risks of the MLP business model, including a high
distribution payout and the need for ongoing access to the capital
markets to support expanding operations and growth capital
investments. Now under the operating control of ETP through its GP
holding, Moody's expects SXL to use debt leverage more
aggressively, likely increasing debt to EBITDA above its June 30
level approximating 2.5x, and to payout higher ratios of
distributable cash flow. Its stable outlook and ratings will
continue to reflect those of ETP unless SXL's financial metrics or
business risk materially deviate on the downside from ETP.

Regency -- Also a publicly traded MLP, RGP's Ba3 CFR reflects its
growing size and scale, its business and geographic
diversification and increased fee-based income derived from recent
expansions and acquisitions. The ratings also recognize RGP's
rapid growth and evolving business mix profile, the execution
risks associated with its growth projects, increased structural
complexity and elevated leverage. Growth capital spending could
cause leverage to exceed 5.5x EBITDA in 2012, although debt
leverage will likely moderate in 2013 as projects reach
completion. The rating is supported by RGP's track record of
issuing equity and its commitment to the balanced funding of
growth capital spending. Moody's also takes into account ETE's
control of RGP through its GP interest, recognizing that ETE also
looks to RGP to help fund its own distributions and debt service
obligations.

RGP's stable outlook reflects Moody's  expectation that increased
debt leverage will stabilize as new growth projects begin to
generate incremental EBITDA. Presuming RGP successfully executes
on its growth initiatives and restores debt to EBITDA to 5x or
below, while maintaining operating margins from fee-based sources
in the 80% range, its rating could be upgraded. Ratings could be
downgraded should peak leverage not begin to trend down.
Additionally, should the credit of ETE materially diminish from
its current Ba2 CFR, or should ETE aggressively pressure RGP for a
higher distribution payout, a negative rating action could be
considered.

Energy Transfer Equity, L.P. and Energy Transfer Partners, L.P.
are publicly traded master limited partnerships headquartered in
Dallas, Texas.

The principal methodology used in rating ETP was the Global
Midstream Energy Industry Methodology published in July 2010 and
the Natual Gas Pipeline Industry Methodology published in December
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


ENERGY TRANSFER: Fitch Affirms 'BB-' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) for
Energy Transfer Equity, L.P. (ETE) at 'BB-'.  In addition Fitch
has affirmed ratings for ETE's secured debt at 'BB'.  ETE has a
Stable Rating Outlook.

A complete list of ETE ratings follows at the end of this release.
Approximately $3.8 billion of debt is affected by today's rating
action.

Merger Transaction Completed: On Oct. 5, 2012, ETE affiliate
Energy Transfer Partners, L.P. (ETP; Fitch IDR of 'BBB-', Negative
Outlook) completed a merger with Sunoco, Inc. (SUN).
Contemporaneously with the closing of the merger, SUN contributed
to ETP $2 billion in cash and equity interests of Sunoco Partners
LLC, which currently holds the 2% general partner (GP) interest,
incentive distribution rights, and 32.4% limited partner (LP)
interest in Sunoco Logistics Partners, L.P. (SXL; IDR 'BBB',
Stable Outlook) in exchange for 90,706,000 newly issued Class F
units of ETP.  In addition, immediately following the merger, ETE
contributed its interest in Southern Union Company (SUG; IDR 'BBB-
', Stable Outlook) to ETP HoldCo Corporation (ETP HoldCo) in
exchange for a 60% equity interest in ETP HoldCo.  In conjunction
with ETE's contribution, ETP contributed its interest in SUN to
ETP HoldCo and retained a 40% equity interest in ETP HoldCo.

In addition to its 40% equity interest in ETP HoldCo, ETE owns
ETP's GP interest and 52.5 million ETP LP units, and the GP
interest in Regency Energy Partners LP (RGP; IDR 'BB', Stable
Outlook) and 26.3 million RGP LP units.

Rating Rationale: Fitch believes the merger transaction and
resulting HoldCo structure provides significant direct benefits to
ETP.  ETE primarily stands to gain through its ownership interests
in ETP and from the amount and quality of partner distributions it
receives from ETP.  ETP and ETP HoldCo are expected to provide
approximately 95% of ETE's 2013 cash flow.  The new holding
company simplifies ETP's organizational structure and diversifies
and increases the scale of its operations.  It has provided an
efficient way to drop down SUG assets under ETP control,
minimizing transactional risk and external financing.
Furthermore, ETP HoldCo will generate tax benefits and contribute
to improving adjusted leverage metrics at ETP, which Fitch
anticipates will decline to the 4.0x to 4.25x range in 2013 from
4.8x today.

Fitch expects ETE's credit profile to remain consistent with its
current rating over the near term.  For 2013 Fitch projects ETE's
standalone adjusted debt to EBITDA, which measures ETE parent
company debt against the distributions it receives from ETP, RGP,
and ETP HoldCo less expenses, to range between 3.5x and 3.75x.  On
a fully consolidated basis, 2013 debt to EBITDA is expected to
approximate 5.25x.  However, ETE's leverage ratios are expected to
improve in future periods through increasing affiliate
distributions and potentially from the use of proceeds from the
sale of assets to retire debt.  It is expected that SUG's utility
operations will be sold in 2013 with proceeds to be used to reduce
debt at SUG and ETE.

The 2012 acquisitions of SUN and SUG not only increased and
diversified ETE's consolidated operations, they resulted in a
higher percentage of contractually supported fee-based margins.
The SUN acquisition added crude oil, refined products, and retail
operations.  SUG provided stable interstate pipelines and
midstream services.  Also, in January 2012 ETP sold its propane
operations which reduced its and ETE's sensitivity to weather and
commodity prices.

Liquidity is Adequate: ETE has access to a $200 million secured
revolving credit facility that matures in June 2015.  At June 30,
2012, $10 million was outstanding under the revolver.  ETE has
minimal working capital needs.  The revolver has a maximum
leverage test of 5.5x, a minimum fixed-charge coverage test of
1.5x, and a minimum value to loan test of 2.0x. At June 30, 2012,
ETE met its financial covenants.

Rating Triggers

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

  -- A lessening of consolidated business risk as ETE affiliates
     acquire and expand pipeline and fixed-fee midstream
     businesses;
  -- Positive rating actions at ETP and RGP:
  -- A material improvement in ETE credit metrics with sustained
     leverage below 3.0x as affiliate cash distributions increase.

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

  -- Higher leverage at ETE's operating affiliates to support
     organic growth and acquisitions;
  -- Weakening operating performance resulting in negative rating
     actions at ETP and RGP;
  -- Standalone ETE debt to EBITDA above 5.0x.

The following ratings have been affirmed by Fitch with a Stable
Outlook:

Energy Transfer Equity, L.P.

  -- IDR 'BB-';
  -- Secured senior notes 'BB';
  -- Secured revolving credit facility;
  -- Secured term loan.


FERRO CORP: Moody's Affirms 'Ba3' CFR; Outlook Negative
-------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family rating
and other ratings of Ferro Corporation and changed the outlook for
the ratings to negative from stable. The change follows the
announcement that the company has revised earnings guidance
downward, expects impairment charges related to its solar pastes
business and is exploring strategic options for this business.
Specifically, expected 2012 adjusted earnings per diluted share
were revised to $0.07 to $0.12, including a $0.14 to $0.17 loss
per diluted share in the Company's solar pastes business. Ferro
had previously indicated that 2012 adjusted earnings were expected
to be in the range of $0.15 to $0.20 per diluted share. The SGL
rating was lowered to SGL-3 from SGL- 2.

Ratings Rationale

While Ferro explores strategic options for its solar pastes
business, management is also planning to reduce operating expenses
throughout all of its businesses. Impairment charges related to
these actions are expected to be in a range of $175 million to
$200 million and related to write-downs of goodwill and other
assets. Ferro reported $1.5 billion of assets and $574 million of
equity at the end of June 2012. As a consequence of the impairment
charges, Ferro expects to reserve for up to $135 million of its
net deferred tax assets. Ferro is also electing to change their
method of recognizing defined benefit pension and other
postretirement benefit expense results in a $0.14 per share
positive adjustment to full-year adjusted earnings guidance for
2012. The charges will likely be recorded in the third quarter
ending September 30, 2012.

The outlook is negative given the number of management tasks to be
completed as the company is restructured, with a focus on its
remaining profitable business lines. In order for the outlook to
return to stable, management will need to successfully resolve the
following initiatives: 1) demonstrate the stability and earnings
power of the other varied platforms that Ferro has in its asset
base; 2) ensure these actions have a limited impact on Ferro's
liquidity profile going forward (Moody's initial assessment
assumes these actions will not impact covenant compliance in
Ferro's bank agreements nor result in the need to collateralize
precious metals leasing arrangements); 3) show progress related to
ongoing cost cutting programs.

Ferro's liquidity profile as represented by the SGL-3 is deemed to
be adequate and is supported largely by the $350 million revolving
credit. There are no near-term maturities that are material with
only a $35 million maturity coming due in 2013. The profile was
downgraded as a result of the restructuring initiatives and the
possibility of changes related to the company's precious metal
lease arrangements.

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

Ferro Corporation is a global supplier of technology-based
performance materials for manufacturers. Ferro materials enhance
the performance of products in a variety of end markets, including
electronics, telecommunications, pharmaceuticals, building and
renovation, appliances, automotive, household furnishings, and
industrial products. Headquartered in Mayfield Heights, Ohio, the
Company has approximately 5,100 employees globally and reported
sales of $1.9 billion for the last 12 months ending June 30, 2012.


FELIX'S INC: New Orleans Restaurant Fetches $1.4-Mil. Price
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Felix's Restaurant & Oyster Bar in New Orleans's
French Quarter has an agreement to sell the business and the lease
for $1.4 million to Rizutto Restaurant Investments LLC.  Located
at Iberville and Bourbon streets, the restaurant sought Chapter 11
protection in early August when the landlords were on the cusp of
obtaining an order of eviction.

According to the report, the owners decided on a sale because
reorganizing was impossible.  Creditors were told in a court
filing that a sale at $1.4 million will leave about $610,000 for
unsecured creditors, providing them a 10% recovery.  If the
auction produces a $1.6 million price, unsecured creditors'
recover will be as much as 33%, according to the filing.

The Bloomberg report discloses that the U.S. bankruptcy judge in
New Orleans is being asked to require competing bids by Nov. 1,
followed by an auction on Nov. 7 and a hearing the same day to
approve the sale.

Felix's Inc., owner of the namesake restaurant and oyster bar in
New Orleans's French Quarter, sought bankruptcy protection from
creditors (Bankr. E.D. La. Case No. 12-12137).  Felix's Inc. filed
the bare-bones petition on July 19, 2012, without a lawyer.

The company disclosed assets of $1.62 million and debt of
$1.57 million.  Felix's has been a New Orleans landmark since the
early 1900s and has been owned by the same family for more than
60 years, according to its Web site.


FIBERTOWER CORP: FCC Appeals Injunction Preserving Licenses
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FiberTower Corp. must defend a victory the wireless
communications provider won in bankruptcy court against the U.S.
Federal Communications Commission.

According to the report, the FCC took the position it terminated
some of the company's frequency licenses because they hadn't been
developed.  FiberTower went to the bankruptcy judge in August
asking him to stop license termination.  U.S. Bankruptcy Judge D.
Michael Lynn recently wrote his opinion explaining why he has
power to stop termination of the FCC licenses.  The FCC appealed
on Oct. 9.

The report relates that FiberTower is seeking a first extension of
the exclusive right to propose a reorganization plan.  If approved
by Judge Lynn at a Nov. 6 hearing, the plan-filing deadline would
be pushed out four months to March 13.  The company signed up
Bordercomm Partners LP to buy the so called legacy backhaul
business in Texas and Washington for $22.5 million.  There will be
an auction and a hearing to approve the sale at the Nov. 6
hearing.

The report notes that in ruling in favor of FiberTower, Judge Lynn
didn't reach the question of whether the FCC properly could
terminate the licenses.  Judge Lynn ruled in substance that he has
power under bankruptcy law to halt license termination until
FiberTower completes the regulatory and appellate process aimed at
preserving ownership of the licenses.  Judge Lynn said the
validity of the licenses entails decisions to be made by the FCC
and the federal courts where FiberTower can appeal if it loses.

According to Bloomberg, the FCC is appealing Judge Lynn's
injunction that has the effect of preserving the licenses for
FiberTower while the regulatory process works its way forward.

                      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.


FIBERTOWER CORP: Nov. 6 Hearing on Plan Exclusivity Extension
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on Nov. 6, 2012, at 1:30 p.m., to consider
FiberTower Network Services Corp., et al.'s request to extend
their exclusive period to propose a Chapter 11 plan.  Objections,
if any, are due Nov. 2. The Debtor is asking the Court to extend
its exclusive right to file a plan and solicit acceptances of a
plan until March 13, 2013, and May 14, respectively.

                      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.


FIBERTOWER CORP: Hogan Lovells Approved for Spectrum Licenses
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Fibertower Network Services Corp., et al., to employ
Hogan Lovells as special FCC regulatory counsel.

As reported in the Troubled Company Reporter on Oct. 2, 2012,
Hogan Lovells has been the Debtors' long-term counsel with respect
to matters pertaining to, inter alia, Federal Communications
Commission regulatory matters, including the Debtors' request for
an extension of the construction deadline applicable to their 24
GHz and 39 GHz spectrum licenses.

As reported in the TCR on Aug. 28, 2012, the Debtors filed a
lawsuit against the Federal Communications Commission to assert
its grasp on their most valuable asset: the right to use the
national 740 MHz spectrum that covers some of the biggest U.S.
cities.

Hogan Lovells will advise the Debtors in connection with FCC
regulatory matters pertaining to the Debtors' pending request for
an extension of the deadline for constructing Debtors' 24 GHz and
39 GHz spectrum licenses and perform other legal services related
to FCC regulations, applications and similar services as the
Debtors may request from time to time.

The Debtors also have historically employed Willkie Farr &
Gallagher LLP to assist them with certain FCC-related matters, and
seek to retain WF&G in the cases.  WF&G will focus primarily on
obtaining FCC approval of the transfers of the licenses and in
providing communications law advice regarding the plan of
reorganization while Hogan Lovells will focus primarily on
obtaining renewal of certain 24 and 39 GHZ licenses.

WF&G and Hogan Lovells will make all necessary efforts to ensure
that no unnecessary duplication of effort occurs between WF&G and
Hogan Lovells.

The hourly billing rates at Hogan Lovells range from $280 to over
$1,200 for attorneys and from $160 to $345 for paralegals.  Hogan
Lovells' hourly rates vary depending on the experience and
seniority of the professionals in question. The professionals at
Hogan Lovells primarily responsible for this matter will be Ari Q.
Fitzgerald, whose hourly rate is $705, and Christopher J. Termini,
whose hourly rate is $535.

Ari Q. Fitzgerald, a partner at Hogan Lovells, represents no
interest adverse to the Debtors or their estates in the matters
upon which Hogan Lovells is to be engaged.

                      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.


FIBERTOWER CORP: Willkie Farr Okayed as FCC Regulatory Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Fibertower Network Services Corp., et al., to employ
Willkie Farr & Gallagher LLP as special FCC regulatory counsel.

As reported in the Troubled Company Reporter on Oct. 2, 2012,
according to the Debtors, they have customer service agreements
with major U.S. wireless carriers.  The Debtors also hold separate
national-scope service agreements with Verizon Business and
CenturyLink which allow them to provide government grade transport
services to the United States General Services Administration and
other governmental entities.

WF&G has been the Debtors' long-term counsel with respect to
matters pertaining to, inter alia, FCC regulatory matters.

As reported in the TCR on Aug. 28, 2012, the Debtors filed a
lawsuit against the Federal Communications Commission to assert
its grasp on their most valuable asset: the right to use the
national 740 MHz spectrum that covers some of the biggest U.S.
cities.

In particular, WF&G will prepare and file applications for FCC
approval, which is required under the Communications Act of 1934,
for the transfer of the Debtors' FCC licenses and authorizations
from pre-bankruptcy FiberTower Network Services Corp., et al., to
the debtors-in-possession and from the debtors-in-possession to
any post-bankruptcy owners of the licenses and authorizations.  In
addition, WF&G will advise Debtors on communications law matters
as they relate to the Debtors' plan of reorganization.  Finally,
WF&G will also assist in the Debtors' efforts to obtain FCC
approval for renewal of the Debtors' licenses to operate in the 24
and 39 GHz spectrum bands for which Debtors were required to meet
the FCC's so-called substantial service build out requirement by
June 1, 2012.  In assisting in the renewal process, WF&G will be
careful not to duplicate work performed by Debtors' other FCC
counsel.

The hourly billing rates at WF&G range from $400 and $1,090 for
attorneys and from $120 and $310 for paralegals.  The
professionals at WF&G responsible for the matter and their hourly
rates are:

         Thomas Jones                    $800
         Mike Jones                      $700
         Mia Hayes                       $535
         Matt Jones                      $375

These individuals may be assisted by other professionals and
paraprofessionals at WF&G from time to time as necessary to ensure
that the Debtors' interests are being protected.

To the best of the Debtors' knowledge, WF&G does not represent or
hold any interest adverse to the Debtors or their estates with
regard to the matters on which WF&G will be employed.

                      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.


FORT LAUDERDALE: Receiver Hiring Salazar Jackson as Counsel
-----------------------------------------------------------
Margaret Smith as receiver for the real and personal property for
the bankruptcy estate of Fort Lauderdale BoatClub, Ltd., asks the
U.S. Bankruptcy Court for the Southern District of Florida for
authority to employ Salazar Jackson, LLP, as her counsel in the
Debtor's Chapter 11 case, nunc pro tunc to June 16, 2012.

To the best of the Receiver's knowledge, Salazar Jackson (a) does
not hold or represent any interest adverse to the estate; and (b)
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

Salazar Jackson will provide these services:

  (a) provide legal advice with respect to the Receiver's powers
      and duties in administration of the estate, along with other
      assets in which the estate holds any economic or other
      equity interests;

  (b) prepare on behalf of the Receiver all of the necessary
      applications, motions, answers, orders, reports and other
      legal papers;

  (c) appear in Court and to protect the interests of the Receiver
      and estate before the Court;

  (d) assist with any recovery or disposition of assets; and

  (e) perform other legal services for the Receiver that may be
      necessary and proper in the Debtor's case.

Salazar Jackson has advised the Receiver that the current hourly
rates of the principal attorneys, law clerks, and paralegals
proposed to represent the Receiver are:

     Luis Salazar, Esq.         $450 per hour
     Aaron P. Honaker, Esq.     $350 per hour
     Celi S. Aguilar, Esq.      $285 per hour
     Karina Dominguez, Esq.     $185 per hour

Other attorneys, law clerks, and paralegals will render services
to the Receiver as needed.

                  About Fort Lauderdale BoatClub

Naples, Florida-based Fort Lauderdale BoatClub, Ltd., owns a fully
developed and operational marina facility formerly known as
Jackson Marine Center in Fort Lauderdale.  The marina, which has a
12-acre prime intracoastal waterway real estate, is being leased
to G. Robert Toney & Associates Inc. doing business as National
Liquidators, for $75,000 per month (reduced from the previous rate
$160,000 per month).

The Company filed for Chapter 11 protection (Bankr. S.D. Fla. Case
No. 12-28776) on Aug. 2, 2012.  Bankruptcy Judge Raymond B. Ray
presides over the cases.  Barry P. Gruher, Esq., and Mariaelena
Gayo-Guitian, Esq., at Genovese Joblove & Battista, P.A., in Fort
Lauderdale, Fla., represent the Debtor in its restructuring
effort.  The Debtor has scheduled assets of $13,483,209 and
liabilities of $10,340,756.  The petition was signed by Edward J.
Ruff, president.

No creditors' committee has yet been appointed in this case.


FR 160: Hearing Tomorrow on FRGC Bid to File Competing Plan
-----------------------------------------------------------
Creditor Flagstaff Ranch Golf Club asks the U.S. Bankruptcy Court
for the District of Arizona to terminate FR 160 LLC's exclusivity
period to allow it to file a competing liquidating plan, on the
grounds that (1) allowing a competing plan is in the best
interests of all the creditors; and (2) Debtor's "new value" plan
provides cause for terminating the exclusivity period.

FRGC, the owner and operator the golf course clubhouse and
maintenance facility at the Flagstaff Ranch Golf Club Community,
said that beginning in Jan. 1, 2012, the Debtor ceased making
timely payment of the Membership Dues associated with the 51
residential lots and an additional tract of land (Tract H) at the
Flagstaff Ranch, the Flagstaff Ranch Property Owners Association
dues, or the Mutual Waste Water Company Assessments.

On Sept. 10, 2012, the Debtor filed its Plan of Reorganization and
Disclosure Statement.  The Debtor revealed that it was setting
forth a "new value" plan, wherein the Debtor's sole member, IMHFC,
would retain its equity interest for a cash infusion of $500,000.
The Debtor also proposed to pay all of its creditors with the sale
proceeds from its lots, despite the fact that it had not sold a
single lot over the past three years.  The Plan suggested that the
Debtor would be able to repay its creditors from said sales over
the course of the next decade, but that if sufficient sales did
not occur, FRGC would receive a portion of the Debtor's lots for
each year that the Debtor had a payment shortfall, meaning that
all other creditors would receive no payment if Debtor failed to
generate sales, commonly referred to as a "dirt for debt" plan.
Nowhere in Debtor's Plan does it propose any form of competitive
bidding for IMHFC's old equity interests.

If the exclusivity period is terminated, FRGC will promptly file a
competing liquidating plan, which will include the following basic
terms, among other things: (i) the immediate sale of the Debtor's
lots and Tract H, providing for a full right of FRGC, to credit
bid; (ii) distribution to FRGC of the proceeds of such sale (to
the extent not the winning bidder); and (iii) the payment of non-
insider creditors without an alternative source of payment, a
dividend of 50% of their allowed claim.

A hearing on the motion has been scheduled for Oct. 17, 2012, at
10:00 a.m.

                           About FR 160

FR 160 LLC, originally named IMH Special Asset NT 160 LLC, was
formed for the purpose of owning 51 residential lots and Tract H
at the Flagstaff Ranch Golf Club Community generally located in
Coconino County, Arizona.  FR 160 LLC filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 12-13116) in Phoenix on June 12, 2012.

FR 160, which claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B), estimated assets of up to $50 million
and debts of up to $100 million.  Attorneys at Snell & Wilmer
L.L.P., in Phoenix, serve as counsel.

The U.S. Trustee has not appointed an official committee in the
case due to an insufficient number of persons holding unsecured
claims against the Debtor that have expressed interest in serving
on a committee.  The U.S. Trustee reserves the right to appoint a
committee should interest develop among the creditors.

Attorneys at Gordon Silver, in Phoenix, represent Creditor
Flagstaff Ranch Golf Club as counsel.


FREMONT HOSPITALITY: Chapter 11 Stays Sandusky Foreclosure Action
-----------------------------------------------------------------
The News-Messenger reports that Fremont Hospitality Group has
filed for Chapter 11 bankruptcy, automatically stopping
foreclosure proceedings by the Sandusky County Treasurer's Office.

The report notes Fremont Hospitality owes more than $300,000 in
delinquent taxes.

According to the report, records kept by the Sandusky County
Auditor indicate the company owes $334,139.85 in taxes,
assessments, penalties, charges and interest.  Donald Harris, an
attorney representing Fremont Hospitality Group, said the company
has a payment plan in place and will pay all of the taxes owed.

Based in Fremont, Ohio, Fremont Hospitality Group filed for
Chapter 11 protection (Bankr. N.D. Ohio Case No. 12-34424) on
Sept. 28, 2012.  Judge Richard L. Speer presides over the case.
Donald Harris Law Firm represents the Debtor.  The Debtor listed
assets of less than $50,000, and debts of between $1 million and
$10 million.


FUELSTREAM INC: Fires CEO; Names John Thomas as President
---------------------------------------------------------
Russell Adler was dismissed from the Board of Directors of
Fuelstream, Inc., and was also dismissed as the chief executive
officer and secretary of the Company on Oct. 8, 2012,

On Oct. 8, 2012, John D. Thomas was appointed as President,
Secretary, and a member of the Board of Directors.

Mr. Thomas, age 40, practices law specializing in general
corporate law, securities, and mergers and acquisitions for his
law firm, John D. Thomas P.C.  From March 2008 until March 2012,
Mr. Thomas served as a member of the board of directors and
chairman of the audit committee of Bayhill Capital, Inc.
(BYHL.OB), a filer of reports pursuant to 13(a) and 15(d) of the
Securities Exchange Act of 1934.  From July, 2009 to May, 2011,
Mr. Thomas served as a member of the board of directors of Vican
Resources, Inc. (OTC: VCAN), a filer of reports pursuant to 13(a)
and 15(d) of the Securities Exchange Act of 1934.  From May 2006
to June 2008, Mr. Thomas was the director of the microcap division
for MCC Global NV (FSE: IFQ2), an international financial services
and investment conglomerate based in London and traded on the
Geregeltermarkt of the Frankfurt Stock Exchange.  He has also been
general legal counsel for Legal Life Plans, Inc., (OTC: LLFP)
since May, 2004 and as a member of the board of directors since
March 2012, a filer of reports pursuant to 13(a) and 15(d) of the
Securities Exchange Act of 1934.  Since August 2009, Mr. Thomas
has been a member of the board of directors of London Pacific &
Partners, Inc. (OTC: LDPP), a Los Angeles and London-based
investment and advisory firm specializing in healthcare and
hospitality finance.  In August, 2009, Mr. Thomas entered into a
settlement with the Commodity Futures Trading Commission wherein
Mr. Thomas consented to an order of permanent injunction from his
future involvement in commodity pools trading and commodities
operations.  Mr. Thomas holds a Juris Doctor degree from Texas
Tech University School of Law and is licensed to practice law in
Texas and Utah.

                         About Fuelstream

Draper, Utah-based Fuelstream, Inc., is an in-wing and on-location
supplier and distributor of aviation fuel to corporate,
commercial, military, and privately-owned aircraft throughout the
world.  The Company also provides a variety of ground services
either directly or through its affiliates, including concierge
services, passenger andbaggage handling, landing rights,
coordination with local aviation authorities, aircraft maintenance
services, catering, cabin cleaning, customsapprovals, and third-
party invoice reconciliation.  The Company's personnel assist
customers in flight planning and aircraft routing aircraft,
obtaining permits, arranging overflies, and flight follow
services.

The Company's balance sheet at June 30, 2012, showed $3.1 million
in total assets, $4.9 million in total liabilities, and a
stockholders' deficit of $1.8 million.

The accumulated deficit as of June 30, 2012, was $33.0 million and
the total stockholders' deficit at June 30, 2012 was
$1.8 million.

Morrill & Associates, LLC, in Bountiful, Utah, expressed
substantial doubt about Fuelstream's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has negative working capital, negative cash flows from
operations and recurring operating losses.


GABRIEL SALES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gabriel Sales Co. of Oak Park, Inc.
        52 East North Avenue
        Northlake, IL 60164

Bankruptcy Case No.: 12-39770

Chapter 11 Petition Date: October 5, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Barbara L. Yong, Esq.
                  GOLAN & CHRISTIE LLP
                  70 West Madison, Suite 1500
                  Chicago, IL 60602
                  Tel: (312) 263-2300
                  E-mail: blyong@golanchristie.com

                         - and ?

                  Robert R. Benjamin, Esq.
                  GOLAN & CHRISTIE, LLP
                  70 West Madison Street, Suite 1500
                  Chicago, IL 60602
                  Tel: (312) 263-2300
                  Fax: (312) 263-0939
                  E-mail: rrbenjamin@golanchristie.com

Scheduled Assets: $163,980

Scheduled Liabilities: $1,123,881

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ilnb12-39770.pdf

The petition was signed by Stuart A. Swezey, president.


GCA SERVICES: Term Loan Increase No Impact on Moody's B2 CFR/PDR
----------------------------------------------------------------
Moody's Investors Service said that the GCA Services Group, Inc.'s
B2 corporate family and probability of default ratings and other
debt ratings will not change following the company's announcement
that it will increase the first lien term loan and revolving
credit facility to $325 million and $65 million, respectively,
from the originally proposed $315 million and $60 million,
respectively. The outlook remains stable.

Rating Rationale

The principal methodology used in rating GCA was the Global
Business & Consumer Service Industry Methodology published in
October 2010.

GCA provides custodial, staffing and related services to business
and educational customers in the U.S. and Puerto Rico. Controlled
by affiliates of Blackstone Group, Moody's expects 2012 revenue of
over $800 million and EBITDA (Moody's Adjusted) of about $70
million.


GIBSON ENERGY: OMNI Acquisition No Impact on Moody's Ratings
------------------------------------------------------------
Moody's Investors Service views Gibson Energy Inc.'s plan to
acquire OMNI Energy Services (OMNI) (unrated) for US$445 million
as credit positive.

The acquisition reduces Gibsons' leverage and expands the
environmental services business that began with the acquisition of
Palko Environmental Ltd. (unrated) in December 2011.

As reported by the Troubled Company Reporter on April 30, 2012,
Moody's Investors Service upgraded Gibson Energy Inc's Corporate
Family Rating (CFR) to Ba3 from B1, and upgraded the company's
senior secured bank credit facility to Ba2 from B1. The
Speculative Grade Liquidity rating was changed to SGL-3 from SGL-
2. The outlook is stable.

Gibson Energy Inc. is a Calgary, Alberta based midstream energy
company engaged in the transportation, storage, blending,
processing, marketing and distribution of crude oil and related
products.


GULFPORT ENERGY: Moody's Assigns B3 CFR, Rates $250MM Notes B3
--------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Gulfport
Energy Corporation including a B3 Corporate Family Rating (CFR)
and a B3 rating to Gulfport's proposed $250 senior unsecured
notes. Moody's also assigned a SGL-2 Speculative Grade Liquidity
Rating, reflecting good liquidity. The outlook is stable.

Net proceeds from the note offering will be used to repay balances
currently outstanding under Gulfport's senior secured revolving
bank facility and to prefund capital expenditures.

Issuer: Gulfport Energy Corporation

  Assignments:

     Corporate Family Rating, Assigned B3

     Probability of Default Rating, Assigned B3

     Speculative Grade Liquidity Rating, Assigned SGL-2

     US$250M Senior Unsecured Regular Bond/Debenture, Assigned B3

     US$250M Senior Unsecured Regular Bond/Debenture, Assigned a
     range of LGD4, 58 %

Ratings Rationale

The B3 CFR reflects Gulfport's limited production base, very short
reserve life in relation to proved developed (PD) reserves, high
capital requirements through 2014, and significant development and
execution risks surrounding its aggressive drilling program in the
emerging Utica Shale play. The B3 rating is supported by
Gulfport's oil-weighted production profile anchored in the
Louisiana Gulf Coast, which has long production history and
produces significant free cash flow at today's oil prices, solid
organic growth prospects in the Utica and good liquidity.

Gulfport plans to spend roughly 80% of its capital budget in
developing the Utica acreage through 2014 as it drills
approximately 140 new wells to hold leases and establish a larger
production and reserve base. However, this rapid ramp up will
depend on transportation and processing infrastructure getting
built and satisfactory well performance. Utica still remains one
of the least developed among major shale plays and therefore,
poses greater uncertainty around ultimate recovery, drilling
economics and sustainability. Given Gulfport's limited shale and
horizontal drilling experience, Moody's believes the company will
be challenged in the initial years while trying to optimize
production and returns.

The B3 rating on the proposed senior unsecured notes reflects both
the overall probability of default of Gulfport, to which Moody's
assigns a PDR of B3, and a loss given default of LGD4 (58%). The
company is expected to have a $45 million senior secured revolving
credit facility (following completion of an IPO of its Permian
assets under Diamondback Energy, Inc.) that will have first-lien
claims to substantially all of Gulfport's assets. Moody's overrode
the Moody's Loss Given Default Methodology generated note rating
given the likelihood of higher than average recovery in a default
scenario because of Gulfport's substantial underlying asset value.
However, the notes could get notched down from the CFR if the size
of the priority claim borrowing base revolver increases
significantly in the future. Both the notes and the credit
facility will have upstream guarantee from all of Gulfport's
current and future restricted subsidiaries other than Grizzly
Holdings, Inc. (Grizzly, an unrestricted subsidiary) that holds
Gulfport's oil sands interests in Alberta.

Moody's expects Gulfport to have good liquidity to cover its cash
needs through the end of 2013, which is captured in Moody's SGL-2
rating. Proforma for the note issue, Gulfport would have
approximately $188 million of cash and full availability under its
borrowing base revolver, which expires in May, 2015. The free cash
flow generated from the Louisiana Gulf Coast assets together with
balance sheet cash should cover the large funding requirements at
Utica. Gulfport has substantial alternate liquidity through its
roughly 22.5% equity interest (post-IPO) in Diamondback, 24.9%
interest in Grizzly and natural gas investments in Thailand.

The stable outlook assumes Gulfport will manage its growth without
meaningfully weakening liquidity.

Successful execution of the Utica drilling program leading to
higher production and reserves will dictate upward rating
progression. An upgrade would be considered if production can be
sustained above 20,000 boe/d alongside a retained cash flow to
debt ratio of at least 40%.

A downgrade could occur if the company acquires additional non-
producing properties using debt, and/or significantly ramps up
capital spending prior to achieving its production targets. If the
debt to average daily production ratio rises above 35,000 boe/d or
liquidity appears inadequate, a prompt downgrade is likely.

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

Based in Oklahoma City, Oklahoma, Gulfport Energy Corporation is
an independent E&P company with principal producing properties
located in the Louisiana Gulf Coast and the Utica Shale in Eastern
Ohio.


GILL ENTERPRISES: Case Summary & 15 Unsecured Creditors
-------------------------------------------------------
Debtor: Gill Enterprises, LLC
        776 Willow Drive North
        Seymour, IN 47274

Bankruptcy Case No.: 12-92242

Chapter 11 Petition Date: October 10, 2012

Court: United States Bankruptcy Court
       Southern District of Indiana (New Albany)

Judge: Basil H. Lorch III

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

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 15 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/insb12-92242.pdf

The petition was signed by Frederick Gill, president.


GLOBAL AVIATION: Amends Plan Ahead of Tomorrow's Hearing
--------------------------------------------------------
Global Aviation Holdings Inc. amended its proposed reorganization
plan and explanatory disclosure statement ahead of a hearing on
Oct. 17, 2012 at 11:00 a.m.

The Amended Plan incorporates a settlement and compromise reached
with the DIP lenders, an ad hoc group of senior noteholders, and
the Debtors' unions.

The settlement provides that the reorganized Debtor will implement
an employee equity plan, pursuant to which 25% of the new common
stock and warrants to purchase 15% of the new common stock will be
distributed for the benefit of flight attendants, dispatchers and
pilots represented by unions, as well as non unionized employees.
The Debtors will pay the reasonable and document fees and expenses
of the advisors of the International Brotherhood of Teamsters,
Airline Division (representing the flight attendants) and the Air
Line Pilots association.  The parties also agree to the
termination of the Debtors' obligations to contribute to the IBT
Pension Plan effective Sept. 12, 2012.  The pilots of North
American Airlines Inc. will participate in any potential
alternative profit sharing plan.

Under the Plan, senior noteholders owed $111.4 million will
receive (i) a $95 million senior secured term loan, (ii) a second
lien debt of $40 million, with a 5-year term, (iii) 100% of the
new common stock, subject to dilution.  The lone holder of the
second lien claim totaling $98.1 million will not receive any
distribution.  Holders of general unsecured claims, as well as
holders of equity interest, won't receive anything.

GSO Capital Solutions, the Debtors' second lien lender, filed a
preliminary objection to the Disclosure Statement.  The Debtors
said they intend to continue to negotiate with their second lien
lender and their other major stakeholders in the time leading up
to the approval of this Disclosure Statement and in advance of any
hearing to consider confirmation of the Plan.  To that end, the
Debtors have been in dialogue with the advisors for the Official
Committee of Unsecured Creditors as well as the advisors for GSO.
It is the Debtors' hope that they will come to a consensual
resolution with the Creditors Committee and their second lien
lender in advance of the confirmation hearing.  To the extent that
the Debtors cannot reach full consensus, however, the Debtors
believe that they already have the requisite creditor support
necessary to confirm the Plan and intend to proceed on a path to
confirmation of the Plan in an expeditious manner.

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

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

A blacklined copy of the First Amended Plan is available for free
at:

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

                       About Global Aviation

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

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

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

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

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

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


GLOBAL CASINOS: Schumacher & Assoc. Raises Going Concern Doubt
--------------------------------------------------------------
Global Casinos, Inc., filed on Oct. 12, 2012, its annual report on
Form 10-K for the fiscal year ended June 30.

Schumacher & Associates, Inc., in Denver, Colo., expressed
substantial doubt about Global Casinos' ability to continue as a
going concern.  The independent auditors noted that the Company
has suffered significant losses, and has working capital and
stockholders' deficits.

The Company reported a net loss of $808,671 on $5.2 million of net
revenues in fiscal 2012, compared with a net loss of $1.4 million
on $5.5 million of net revenues in fiscal 2011.  Results for
fiscal 2011 included non-cash impairment charges to goodwill
($1,008,496) and the Company's investment in ImageDoc.com
($120,000).  The Company did not recognize any impairment charges
in fiscal 2012.

The Company's balance sheet at June 30, 2012, showed $3.8 million
in total assets, $2.1 million in total liabilities, and
stockholders' equity of $1.7 million.

A copy of the Form 10-K is available at http://is.gd/0XVOin

Boulder, Colo.-based Global Casinos, Inc., and its wholly owned
subsidiaries operate in the domestic gaming industry.  As of
June 30, 2012, Global had two operating subsidiaries: one which
owns and operates the Bull Durham Saloon & Casino located in Black
Hawk, Colorado; and one which owns and operates the Doc Holliday
Casino located in Central City, Colorado.  In addition, Global
also has a 25% equity investment in an entity that owns certain
gaming technology.  This investment is being accounted for under
the equity method.

Effective June 1, 2012, the Company entered into a definitive
Split-Off Agreement with Gemini Gaming LLC to sell all of its
gaming properties, interests and operations.  Gemini is controlled
by Clifford Neuman, the Company's President and Director, Pete
Bloomquist, a Director, and Doug James, the General Manager of the
Company's two casinos: Bull Durham Casino and Doc Holliday Casino.
Also effective June 1, 2012, the Company entered into a definitive
Stock Purchase Agreement with Christopher Brogdon to acquire all
of the issued and outstanding equity securities of Georgia
Healthcare REIT, Inc. ("Georgia REIT") which, through a controlled
subsidiary, owns real property in Eastman, Georgia that is
operated as a skilled nursing home through a third-party operating
lease.  The Split-Off and Stock Purchase Agreement will close
concurrently and is part of a planned transition of the Company
from one engaged in the gaming industry to a healthcare REIT.
Consummation of the Reorganization is subject to regulatory
approvals.  The Company's Preliminary Information Statement on
Schedule 14C, describing the Reorganization is currently under
review by the SEC.  A copy of the Schedule 14C is available at
http://is.gd/zFAiCT


GMX RESOURCES: Wants Shareholders OK of Reverse Stock Split
-----------------------------------------------------------
GMX RESOURCES INC. will hold a special meeting of the shareholders
on Nov. 29, 2012, to seek approval on the granting to the Board of
Directors the discretionary authority to effect a reverse stock
split in a range of not less than 1-for-5 shares and not more than
1-for-13 shares of the Company's issued and outstanding common
stock.  The Reverse Stock Split Proposal will not include any
change the number of authorized shares of the Company's common
stock.

The Company believes that granting the Board of Directors the
discretion to effect a reverse stock split provides the Company
with maximum flexibility to act in the best interests of its
shareholders.  Should the appropriate circumstances arise,
effecting the reverse stock split would, among other things, help
the Company to:

   * Meet certain continued listing requirements of the New York
     Stock Exchange;

   * Appeal to a broader range of investors to generate greater
     investor interest in the Company; and

   * Improve the perception of our common stock as an investment
     security.

The Board's decision as to whether and when to implement the
reverse stock split will be based on a number of factors including
shareholder approval, prevailing market conditions, existing and
expected trading prices for the Company's common stock, actual or
forecasted results of operations and the likely effect of those
results on the market price of the Company's common stock.  The
Board of Directors reserves the right not to implement the reverse
split should it be deemed not in the best interest of the
Company's shareholders.

The reverse stock split would not affect any shareholder's
percentage ownership interests or proportionate voting power or
other rights, except to the extent that it results in a
shareholder receiving cash in lieu of fractional shares.
Important Information about the Reverse Split Proposal

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

GMX Resources' balance sheet at June 30, 2012, showed $394.79
million in total assets, $462.46 million in total liabilities and
a $67.67 million total deficit.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

                           *     *     *

As reported by the TCR on Sept. 25, 2012, Standard & Poor's
Ratings Services lowered its corporate credit rating on GMX
Resources Inc. to 'SD' (selective default) from 'CC', reflecting
its completion of an exchange offer for a portion of its 5.0%
convertible notes due 2013 and 4.5% convertible notes
due 2015.


GOURMET GREEN: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Gourmet Green Room Inc.
        2000 Cotner Avenue
        Los Angeles, CA 90025

Bankruptcy Case No.: 12-43685

Chapter 11 Petition Date: October 5, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Brett K. Shaad, Esq.
                  LAW OFFICE OF BRETT K. SHAAD
                  864 N. West Knoll Drive
                  West Hollywood, CA 90069-4714
                  Tel: (310) 729-9904
                  Fax: (424) 249-3895

Estimated Assets: $0 to $50,000

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

The petition was signed by Matthew Tanney, president.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Hamid Dahdashty                    Loan                 $1,300,000
809 Whittier Drive
Beverly Hills, CA 90210


HARMAN INTERNATIONAL: Moody's Withdraws 'Ba1' CFR/PDR
-----------------------------------------------------
Moody's Investors Service upgraded the ratings of Harman
International Industries, Inc. to the investment grade category,
with the assignment of a Baa3 rating to the company's new senior
unsecured bank credit facilities. The rating outlook is stable.
This rating action concludes the review initiated on September 14,
2012.

Harman's new $750 million senior unsecured multi-currency
revolving credit facility replaces the company's existing $550
million senior secured multi-currency revolving credit facility,
the rating of which is withdrawn. Proceeds from the new $300
million senior unsecured term loan along with $100 million of cash
on hand will be used to repay Harman's $400 million of convertible
notes maturing on October 15th 2012.

Ratings assigned:

  Baa3 to the new $750 million senior unsecured multi-currency
  revolving credit facility due December 2017;

  Baa3 to the new $300 million senior unsecured term loan facility
  due December 2017

Ratings withdrawn:

  Ba1, Corporate Family Rating;

  Ba1, Probability of Default Rating;

  Baa2 (LGD2, 16%) rating of the $550 million senior secured
  multi-currency revolving credit facility due December 2015;

  SGL-1, Speculative Grade Liquidity Rating

Rating Rationale

Harman's Baa3 senior unsecured rating recognizes the company's
lower financial leverage and increased financial flexibility
following the refinancing of its revolving credit facility and
repayment of the company's convertible notes. Moody's expects
Harman's new capital structure to strongly support investments
across its business lines, particularly within the company's
infotainment segment which represents the vast majority of the
company's $16.1 billion automotive backlog. Harman's high levels
of R&D spending, averaging over 8% of revenues over the past
several years, is expected to continue over the intermediate-term.
While an estimated 40% of Harman's revenues are derived from
European markets, greater penetration of new automotive platforms
with a higher value mix of the company's scalable and custom
designed products should help mitigate impact of weak European
macroeconomic conditions on automotive demand. Harman's positive
cash flow generation and new capital structure is likely to
support additional shareholder friendly financial policies over
the near-term. However, the ratings incorporate Moody's view that
the company's financial policies will be balanced against
operating flexibility needed to manage through the current
regional challenges in the automotive industry.

Harman's stable rating outlook incorporates the company's strong
profit margins, extensive book of new automotive business awards,
and excellent liquidity profile.

Harman's liquidity profile is supported by substantial cash
balances, expected free cash flow generation and the new upsized
$750 million revolving credit facility. As of June 30, 2012, the
company maintained approximately $820 million of cash, cash
equivalents and short-term investments. While $100 million of this
cash will be used as part of the repayment of the company's
convertible notes, seasonally positive cash flow generation is
expected to replenish a significant portion of this usage. Harman
is expected to generate consistent positive free cash flow over
the next few years even after considering ongoing R&D expenditures
and higher working capital needs to support sales growth. As of
June 30, 2012, the company's existing revolving credit facility
was undrawn with about $8.7 million of letters of credit
outstanding. Harman is expected to operate with ample headroom
under the bank facility's financial covenants over the near-term.

Factors that could lead to a higher rating or outlook include: i)
continued growth in the company's global automotive and consumer
businesses, ii) maintenance of investment to support the company's
brand names and competitive market positions; and iii) further
expansion of EBITA margins to the double-digit range, while
generating positive free cash flow. Consideration for a higher
rating or outlook could also result from EBITA/Interest sustained
above 7.5x.

Factors that could lead to a lower rating or outlook include: i)
failure to sustain technology leadership which results in any
meaningful deterioration of Harman's profit margins, ii) more
aggressive shareholder return policies or acquisitions strategies,
or iii) negative free cash flow generation. Consideration for a
lower rating or outlook could also result from Moody's expectation
that any combination of the above or other factors could lead to
debt/EBITDA exceeding 2.0x on a sustained basis, or a
deterioration in the company's liquidity profile.

Harman International Industries, Incorporated, headquartered in
Stamford, Connecticut, is a leading manufacturer of high quality,
high fidelity audio products and electronic systems for the
consumer, automotive, and professional markets. Revenues for
fiscal year 2012 were approximately $4.4 billion.

The principal methodology used in rating Harman International
Industries, Inc. was the Global Automotive Supplier Industry
Methodology published in January 2009.


HAWKER BEECHCRAFT: Bank Debt Trades at 36% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 64.19 cents-on-
the-dollar during the week ended Friday, Oct. 12, an increase of
0.33 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 199 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.


HIGH PLAINS: Ty Miller Resigns from Board of Directors
------------------------------------------------------
Ty Miller resigned as a director of High Plains Gas, Inc.,
effective Oct. 3, 2012.  The Board of Directors of the Company
accepted Mr. Miller's resignation.

                         About High Plains

Houston, Texas-based High Plains Gas, Inc., is a provider of goods
and services to regional end markets serving the energy industry.
It produces natural gas in the Powder River Basin located in
Northeast Wyoming.  It provides construction and repair and
maintenance services primarily to the energy and energy related
industries mainly located in Wyoming and North Dakota.

The Company reported a net loss of $57.48 million on
$17.15 million of revenues for 2011, compared with a net loss of
$5.48 million on $2.61 million of revenues for 2010.

The Company's balance sheet at June 30, 2012, showed $10.26
million in total assets, $40.42 million in total liabilities and a
$30.16 million total stockholders' deficit.

Eide Bailly LLP, in Greenwood Village, Colorado, issued a "going
concern" qualification on the financial statements for the year
ending Dec. 31 2011, citing significant operating losses which
raised substantial doubt about High Plains Gas' ability to
continue as a going concern.


HOSTESS BRANDS: Unsecureds to Get Nothing Under Plan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. filed a reorganization plan
telling unsecured creditors with more than $2.5 billion in claims
that they will receive nothing when the baker of Wonder bread
emerges from bankruptcy reorganization.

According to the report, whether Hostess is even able to confirm a
Chapter 11 plan depends on raising $88 million in cash plus enough
to pay off the amount outstanding under the $75 million loan
financing the reorganization that began in January.  Although
there are no agreements as yet to supply the cash, Hostess said in
disclosure materials that it is undertaking "significant marketing
and sales efforts."  The plan calls for issuing almost $700
million in various levels of new secured debt.  Most will pay
interest through issuance of more debt.

The report relates that for their services while in bankruptcy,
professionals will have 18% of their fees paid with new third-lien
notes.  Hostess says in the disclosure statement that the third-
lien debt will trade "at a significant discount to the face
amount."  Holders of $80.4 million of first-lien debt will receive
as much as $59 million in cash plus new first-lien notes.

The report notes that holders of $340.7 million in other first-
lien debt are being offered new first-lien debt.  In total, there
is to be at least $361.8 million in new first-lien debt on the
company's emergence from Chapter 11.  For $191.4 million in
existing third-lien debt, the holders will receive 75% of the new
stock and about $172 million in new third-lien notes.  The other
25%, plus a $100 million third-lien note, will go to the unions in
return for contract concessions.  Trade suppliers who provided
goods shortly before bankruptcy are to receive $5 million in new
third-lien debt.  While other unsecured creditors receive nothing,
the official creditors' committee for now retains the right to sue
lenders for invalidation of their claims or liens.

The Bloomberg report discloses that workers from the Teamsters
union voted to ratify a new contract with 8% in wage concessions
and 17% in benefit reductions.  The bankruptcy court imposed the
same concessions on members of the bakery workers' union who voted
down the proposed contract.  To reduce liability on pensions,
Hostess will withdraw from multi-employer pension plans and may
later re-enter the plans with "significantly reduced
contributions."  Unsecured creditors won't be voting on the plan.
Because they receive nothing, the class is deemed to reject the
plan.

Lisa Uhlman at Bankruptcy Law360 reports that Hostess Brands filed
a Chapter 11 bankruptcy plan that targets a January exit from
bankruptcy, would leave major equity holders and unsecured
creditors with zero recovery, and would cut workers' pay.

                       About Hostess Brands

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

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

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


HOSTESS BRANDS: Committee Joins as Party in DIP Loan Agreement
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Hostess Brands, Inc., et al., filed with the U.S.
Bankruptcy Court for the Southern District of New York a joinder
to the stipulation and agreed order with respect to Fourth
Amendment to DIP Credit Agreement dated Sept. 4, 2012.

The Committee noted that a revised form of stipulation included
the Committee as a signatory.

The stipulation was entered among the Debtors; (ii) General
Electric Capital Corporation, as administrative and collateral
agent under that certain Credit Agreement, dated as of Feb. 3,
2009; (iii) Silver Point Finance, LLC, acting as the
administrative and collateral agent in connection with the
Debtors' Debtor-in-Possession Credit, Guaranty and Security
Agreement, and as the administrative and collateral agent under
that certain Credit and Guaranty Agreement, dated as of Feb. 3,
2009, and as the administrative and collateral agent under that
certain Third Lien Term Loan Credit Agreement; and (iv) The Bank
of New York Mellon Trust Company, N.A., acting as trustee and
collateral trustee for that certain Indenture, dated as of Feb. 3,
2009.

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

                       About Hostess Brands

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

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

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

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

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


HUBBARD PROPERTIES: Plan Trustee Hiring VMC as Accountant
---------------------------------------------------------
Patricia Hubbard, plan trustee and distribution agent of Hubbard
Properties, LLC, asks the U.S. Bankruptcy Court for the Middle
District of Florida for authorization to employ Van Middlesworth
and Company, P.A., as accountant for the Hubbard Properties, LLC
Plan Trust, nunc pro tunc to Aug. 24, 2012.  VMC will assist the
Distribution Agent in preparing tax returns for the Plan Trust and
the liquidated debtor, budgets and financial reports, as well as
providing general accounting support.

VMC will be compensated at a blended hourly rate of $165.

VMC holds a claim for amounts due from the Debtor on account of
unpaid prepetition accounting services rendered in the amount of
$18,561, as evidenced by the Proof of Claim filed by VMC in the
Debtor's case and docketed as Claim Number 3.  The VMC Claim is
classified as a Class 5 general unsecured claim under Investors
Warranty of America, Inc.'s Plan of Liquidation of Hubbard
Properties, which was confirmed by the Court on Aug. 23, 2012.

                    About Hubbard Properties

Hubbard Properties owns and operates a retail and entertainment
complex, located in Madeira Beach, Florida, commonly known as the
John's Pass Boardwalk.

Investors Warranty of America, Inc. claims that it is owed
$28,404,980 secured by a mortgage on the Property and an
assignment of rents and related security interests.

Hubbard Properties, LLC, filed for Chapter 11 protection (Bankr.
M.D. Fla. Case No. 11-01274) in Tampa, Florida, on Jan. 27, 2011.
David S. Jennis, Esq., Kathleen L. DiSanto, Esq., J. A.
McPheeters, Esq., Suzy Tate, Esq., and Chad S. Bowen, Esq., at
Jennis & Bowen, P.L., in Tampa, Fla., serve as bankruptcy counsel.
The Debtor also tapped David A. Bacon, Esq., at Bacon, Bacon &
Goddard, P.A., in St. Petersburg, Fla., as special counsel; and
Tony Buzbee, Esq., and The Buzbee Law Firm, in Houston, Tex., as
special counsel in connection with the assessment and recovery of
the Debtor's BP oil spill claim, Van Middlesworth and Company,
P.A., as accountant; and Claims Strategies Group, LLC, as claim
consultant.

In its amended schedules, the Debtor disclosed $12.6 million in
assets and $23.8 million in liabilities.


HYLAND SOFTWARE: Moody's Affirms 'B2' CFR; Outlook Negative
-----------------------------------------------------------
Moody's Investors Service affirmed Hyland Software, Inc.'s B2
corporate family rating ("CFR") and assigned Ba3 and Caa1 ratings
to the company's proposed first and second lien credit facilities.
The company will use the net proceeds from the new credit
facilities to refinance existing debt and pay approximately $268
million in dividends to its shareholders. Moody's lowered the
outlook for Hyland's ratings to negative reflecting a large debt-
financed dividend which considerably reduces the company's
financial flexibility. Moody's will withdraw the ratings for
Hyland's existing credit facilities at the close of the proposed
transaction.

Ratings Rationale

The proposed dividend recapitalization will more than double
Hyland's debt levels and increase its total debt-to-EBITDA
leverage by 3.6x to 7.0x (Moody's adjusted). While Hyland's
leverage and interest coverage metrics will temporarily
deteriorate and exceed the range expected for the company's B2
rating, the affirmation of the B2 CFR considers Hyland's strong
track record of revenue and profitability growth and the company's
highly predictable revenues. In addition, affirmation reflects
Moody's expectations that leverage should decline to about 6.0x in
the next 12 to 18 months and that the Company should generate free
cash flow in the low to mid-single digit percentages over this
period.

The B2 CFR reflects Hyland's high financial leverage, especially
in the context of the company's high business risks resulting from
its modest operating scale relative to some of its substantially
larger and financial stronger competitors. The rating also
considers Hyland's limited product portfolio focused on a niche
segment within the Enterprise Content Management (ECM) software
market.

The B2 CFR is supported by Hyland's competitive market position,
especially in the mid-market segment, and its well-regarded
industry verticals-focused product offerings in a growing ECM
software market. Hyland's credit profile benefits from the
predictability of its revenues. Approximately 51% of the Company's
revenue for LTM August 2012 were highly recurring in nature and it
has low customer revenue concentration. The B2 rating is further
supported by Hyland's good revenue growth prospects and Moody's
expectations that the Company's leverage will progressively
decline and that it will produce growing levels of free cash flow.

However, the proposed dividend, which exceeds the company's annual
revenues, causes significant deterioration in Hyland's credit
metrics. The negative outlook reflects the company's reduced
financial flexibility to absorb execution missteps and external
challenges, or pursue acquisitions, at least over the next few
quarters.

Given Hyland's modest scale, narrow market focus, and increasing
financial risk tolerance, a ratings upgrade is unlikely in the
next 12 to 18 months. However, to the extent that the Company is
able to increase its profitability over time while maintaining a
conservative and predictable leverage profile, Hyland's ratings
could be upgraded.

Moody's could downgrade Hyland's ratings if the company's
operating performance deteriorates as evidenced by weak license
sales and operating cash flow generation. Specifically, Hyland's
ratings could be downgraded if Moody's believes that the company's
Total Debt-to-EBITDA (Moody's adjusted) leverage is unlikely to
decline to less than 6.0x or its free cash flow remains in the low
single digit percentages of total debt for an extended period of
time. Additionally, deterioration in liquidity, or a material
degradation in the company's business or financial risk profile
resulting from a large, transformative acquisition could trigger a
downgrade.

Moody's has taken the following ratings actions:

Issuer: Hyland Software, Inc.

  Corporate Family Rating -- Affirmed B2

  Probability of Default Rating -- Revised to B2 from B3

  $20 Million Senior Secured Revolving Credit Facility due 2017 --
  Assigned Ba3 (LGD2, 27%)

  $320 Million Senior Secured First Lien Term Loan due 2019 --
  Assigned Ba3 (LGD2, 27%)

  $235 Million Senior Secured Second Lien Term Loan due 2020 --
  Assigned Caa1 (LGD5, 82%)

  $20 Million Senior Secured Revolving Credit Facility due 2015 --
  Affirmed B2 (LGD3, 35%), to be subsequently withdrawn

  $205 Million Senior Secured Term Loan due 2016 -- Affirmed B2
  (LGD 3, 35%), to be subsequently withdrawn

  $80 Million of add-on Senior Secured Term Loan due 2016 --
  Affirmed B2 (LGD 3, 35%), to be subsequently withdrawn

Outlook -- Changed to Negative from Stable

The principal methodology used in rating Hyland Software, Inc. was
the Global Software Industry Methodology published in May 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 Westlake, OH, Hyland Software, Inc. provides
Enterprise Content Management software solutions to enterprise
customers. Private equity firm Thoma Bravo owns a majority equity
interest in the Company.


IA GLOBAL: Shifts to Clean Technology, Changes Name to Asura
------------------------------------------------------------
IA Global, Inc., has changed its name to Asura Development Group,
Inc.  The company implemented the name change to reflect a
fundamental shift in its business strategy from a global services
and technology company to a construction, development and clean
technology company focused on rebuilding infrastructure in Japan
following unprecedented natural disasters that have occurred
there.  The company believes its new name, Asura Development
Group, Inc., better represents the nature of its current core
business, namely, home construction and design led by Zest
Corporation Co Ltd and Zest Home Co Ltd while allowing Asura to
continue leveraging its construction business into the clean
technology business by integrating solar PV into their home
development projects.

Asura has embarked on an aggressive "saisei" or "rebirth" strategy
and has refocused its business on construction and clean
technology in the aftermath of the Tohuku earthquake, tsunami and
Fukushima Daiichi nuclear disaster of 2011.  As a result, experts
expect Japan's dependency on nuclear energy to be phased out by
the 2030s.  The government of Japan is accelerating the transition
from nuclear power to alternative and clean energy in the form of
sovereign guarantees over the next 20 years.  On July 1, 2012, a
new Feed-in Tariff (FiT) program became effective, which
guarantees a subsidy of 42 yen (55 cents) per kilowatt hour for
solar energy installations or more than 4 times the former rate of
10 yen (13 cents) per kilowatt hour.  These incentives are
expected to increase the renewable energy market in Japan from the
current $12.7B per year to over $100B per year by the end of the
decade and allow Japan to overtake Spain and Italy to become the
world's second largest market for solar PV.  Asura intends on
addressing both the home solar PV business, which represents 80%
of the solar power generated in Japan along with commercial mega-
solar projects, which the company plans to address through a
merger and acquisition strategy.

The management of Asura believes that it is uniquely situated to
take full advantage of new clean technology opportunities since it
has significant technical and development experience in the
cleantech business along with extensive operational experience in
Japan.  The "new" Asura has been through a rebirth process of its
own by significantly cutting overhead, costs and company
liabilities over the past two years and is now well positioned to
build a solid company upon a firm foundation.  As such, the
company plans to complete its audit and reporting requirements
within the next few months and has recently re-engaged its
financial resources.

Effective immediately, all future business activity will be
conducted using the new name and the company headquarters has
moved from San Francisco to Phoenix, Arizona.  The new Web site is
www.asuradevelopment.com.  Except as noted, there have been no
material changes in the Company's ownership or equity structure.

Effective as of Sept. 24, 2012, the Company filed a Certificate of
Ownership and Merger in the State of Delaware merging its recently
formed wholly owned subsidiary, Asura Development Group, Inc.,
with and into the Company, with the Company as the surviving
corporation.  The result of the Merger was to cause an amendment
to the Company's Certificate of Incorporation in Delaware,
pursuant to Section 253 of the Delaware General Corporation Law,
changing the name of the Corporation from IA Global, Inc., to
"Asura Development Group, Inc."  No other changes have been made
to the Company's Certificate of Incorporation.

The Company will advise as to any change of the Company's stock
symbol.

                 Issues 3.2 Million Common Shares

Effective as of Sept. 16, 2012, Asura authorized the issuance of
an aggregate of 3,200,000 shares of the Company's restricted
common stock to its directors, and a former officer and service
providers in exchange for services rendered as director or officer
or for services, as the case may be, between Sept. 1, 2011, and
Dec. 31, 2012.  The foregoing did not include, necessarily, all
salary compensation otherwise payable.  No placement agent was
used in connection with the issuance of the securities and no
finders or other fees were paid in connection therewith.  The
transaction was approved by all directors.  After the issuance,
and as of Oct. 10, 2012, the Company has 14,668,694 of its common
stock issued and outstanding, and excluding any shares issuable
upon exercise or conversion of warrants or debt instruments.  The
issuances were each approved by the Company's compensation
committee and majority of disinterested directors.

                         Director Resigns

Effective as of Sept. 16, 2012, Dr. Ragna Krishna resigned as a
member of the Board of Directors of the Company.  Dr. Krishna's
resignation from the Board was not due to any disagreement with
the Company relating to the Company's operations, policies or
practices.  Currently the Board Members remaining include Mr.
Brian Hoekstra, Mr. Ryuhei Senda, Michael Garnreiter and Greg
LeClaire.  Dr. Krishna remains a non-voting board observer until
the next annual meeting of the Company.

Dr. Krishna did not receive any special remuneration in connection
with his departure but did receive board compensation.

                          About IA Global

San Francisco, Calif.-based IA Global, Inc. (OTCQB: IAGI.OB)
-- http://www.iaglobalinc.com/-- is a global services and
outsourcing company focused on growing existing businesses and
expansion through global mergers and acquisitions.  The Company is
utilizing its current partnerships to acquire growth businesses in
target sectors and markets at discounted prices.  The Company is
actively engaging in discussions with businesses that would
benefit from our business acumen and marketing expertise,
knowledge of Asian Markets, and technology infrastructure.

The Company's balance sheet at Dec. 31, 2010 showed $21.51 million
in total assets, $19.14 million in total liabilities and $2.37
million in total stockholders' equity.

As reported in the Troubled Company Reporter on July 20, 2010,
Sherb & Co., LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern, following
the Company's results for the fiscal year ended March 31, 2010.
The independent auditors noted that the Company has incurred
significant operating losses, and has a working capital deficit as
of March 31, 2010.


IBIO INC: CohnReznick LLP Raises Going Concern Doubt
----------------------------------------------------
iBio, Inc., filed on Oct. 12, 2012, its annual report on Form 10-K
for the fiscal year ended June 30, 2012.

CohnReznick LLP, in Eatontown, N.J., expressed substantial doubt
about iBio's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred net
losses and negative cash flows from operating activities for the
years ended June 30, 2012, and 2011 and has an accumulated deficit
as of June 30, 2012.

The Company reported a net loss of $5.7 million on $1.3 million of
revenues in fiscal 2012, compared with a net loss of $12.1 million
on $520,080 of revenues in fiscal 2011.

The Company had an operating loss of $9.3 million in fiscal 2012,
compared with an operating loss of $9.7 million in fiscal 2011.

The derivative financial liability non-cash income for the year
ended June 30, 2012, was approximately $3.7 million  as compared
to a non-cash charge of approximately $2.5 million for the year
ended June 30, 2011.

The Company's balance sheet at June 30, 2012, showed $9.8 million
in total assets, $3.6 million in total current liabilities, and
stockholders' equity of $6.2 million.

A copy of the Form 10-K is available at http://is.gd/8lncTv

Based in Newark, Del., iBio, Inc., is a biotechnology company
focused on commercializing its proprietary technologies, the
iBioLaunch(TM) platform for vaccines and therapeutic proteins, as
well as the iBioModulator(TM) platform for vaccine enhancement.


ICEWEB INC: Amends 38.9 Million Common Shares Prospectus
--------------------------------------------------------
IceWEB, Inc., filed with the U.S. Securities and Exchange
Commission amendment no. 2 to the Form S-1 registration statement
relating to the sale by David Lane, Michael Schmahl, Kenneth
Ikemiya, et al., of up to 38,996,445 shares of the Company's
common stock, which includes 13,455,958 shares which are presently
outstanding and 25,540,487 shares issuable upon the exercise of
warrants with an exercise price of $0.15 per share.  All of these
shares of the Company's common stock are being offered for resale
by the selling security holders.

The prices at which the selling security holders may sell shares
will be determined by the prevailing market price for the shares
or in negotiated transactions.  The Company will not receive any
proceeds from the sale of these shares by the selling security
holders.  However, the Company will receive proceeds from the
exercise of the warrants if they are exercised for cash by the
selling security holders.

The Company will bear all costs relating to the registration of
these shares of the Company's common stock, other than any selling
security holders' legal or accounting costs or commissions.

The Company's common stock is quoted on the regulated quotation
service of the OTC Bulletin Board under the symbol "IWEB".  The
last reported sale price of the Company's common stock as reported
by the OTC Bulletin Board on Sept. 5, 2012, was $0.08 per share.

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

                         http://is.gd/jyyFM0

                          About IceWEB Inc.

Sterling, Va.-based IceWEB, Inc., manufactures high performance
unified data storage appliances with enterprise storage management
capabilities.

The Company's balance sheet at June 30, 2012, showed $3.1 million
in total assets, $7.9 million in total liabilities, and a
stockholders' deficit of $4.8 million.

Sherb & Co., LLP, in Boca Raton, Florida, stated in its report
on the consolidated financial statements of the Company for the
years ended Sept. 30, 2011, and 2010, that the Company had net
losses of $4.7 million and $7.0 million respectively, for the
years ended Sept. 30, 2011, and 2010, which raise substantial
doubt about the Company's ability to continue as a going concern.


IDEARC INC: Verizon Begins Defense of $9.8-Bil. Fraud Trial
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Verizon Communications Inc. begins a two-week trial
Oct. 15 in U.S. District Court in Dallas fending off a $9.8
billion lawsuit brought by creditors of bankrupt former subsidiary
Idearc Inc.  The creditors contend Idearc's spinoff from Verizon
in 2006 was fraught with fraudulent transfers.  Idearc went
bankrupt 28 months later.

According to the report, now named SuperMedia Inc., Idearc was a
yellow-page publisher that completed a Chapter 11 reorganization
in U.S. Bankruptcy Court in Dallas.  The plan created a trust to
bring lawsuits on behalf of creditors.  Idearc had about
$6 billion in unsecured claims.  Whether creditors realize much
from the bankruptcy depends on the outcome of the suit against
Verizon, the second-largest phone company in the U.S.

The report relates that over the last year, U.S. District Judge A.
Joe Fish turned back several efforts by Verizon to knock the suit
out completely.  He did rule against creditors by dismissing some
of their claims.  Creditors contend the spinoff, designed to
generate $9.5 billion for Verizon, left Idearc with so much debt
it was insolvent immediately and destined for bankruptcy.  Details
about the spinoff aren't known publicly because Verizon required
most of the court filings and many of Fish's rulings to be sealed.

Bloomberg News has filed papers asking Judge Fish to unseal court
papers and insure the trial is open to the public.  Judge Fish
will rule on the case without a jury.  He previously turned down
the creditors' request for a jury trial.

According to Bloomberg, Bill Kula, a spokesman for New York-based
Verizon, called the Idearc lawsuit "baseless and without merit." A
lawyer for the creditors declined to comment.  Dallas-based Idearc
had been the second-largest yellow pages directory publisher in
the U.S.

The creditors' lawsuit is U.S. Bank National Association v.
Verizon Communications Inc., 10-01842, U.S. District Court,
Northern District Texas (Dallas).

                         About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection (Bankr.
N.D. Tex. Lead Case No. 09-31828) on March 31, 2009.  The Debtors'
financial condition as of Dec. 31, 2008, showed total assets of
$1,815,000,000 and total debts of $9,515,000,000.  Toby L. Gerber,
Esq., at Fulbright & Jaworski, LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Moelis & Company
as their investment banker; Kurtzman Carson Consultants LLC as
their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


INDIANAPOLIS DOWNS: Ex-Leader Questions Sale to Centaur
-------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
Indianapolis Downs is battling departing leader Ross Mangano in a
drive to cross the Chapter 11 finish line at a hearing that starts
next week on the $500 million sale of the gambling company to
Centaur LLC.

Carolina Bolado at Bankruptcy Law360 reports that a group of
creditors holding $40 million in Indianapolis Downs's unsecured
notes on Thursday objected to the horse track and casino's $500
million asset sale over concerns that buyer Centaur Gaming LLC did
not act in good faith.

Bankruptcy Law360 relates that the Oliver parties, a group made up
of several family trusts and led by Indianapolis Downs' own
Chairman and CEO Ross Mangano, asked the Delaware bankruptcy court
to deny the racino's motion to authorize the sale to Centaur, a
rival horse track and casino.

Indianapolis Downs has filed with the Bankruptcy Court a Modified
Second Amended Chapter 11 Plan of Reorganization.

BankruptcyData.com reports that according to the Debtors, "The
Plan was structured to permit the Debtors to either (a) sell
substantially all of their Assets at a level of Consideration that
would provide substantial recovery for the Debtors' constituents
or (b) if such level of Consideration was not achieved, to effect
a recapitalization that would deleverage the Debtors' balance
sheet and restructure their remaining debt. After almost eighteen
months in chapter 11, an aggressive marketing process, and
exhaustive consideration of all alternatives, there can be no
doubt that confirmation of the Plan and approval of the proposed
sale is the best alternative available for the Debtors.
Accordingly, the Debtors believe that the Plan provides the best
means for exiting chapter 11."

                     About Indianapolis Downs

Indianapolis Downs LLC operates Indiana Live --
http://www.indianalivecasino.com/-- a combined race track and
casino at a state-of-the-art 283 acre Shelbyville, Indiana site.
It also operates two satellite wagering facilities in Evansville
and Clarksville, Indiana.  Total revenue for 2010 was $270
million, representing an 8.7% increase in 2009.  The casino
captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375 million on secured notes and $72.6 million on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.


INTELSAT SA: Closes Sale of U.S. Headquarters for $85 Million
-------------------------------------------------------------
SL 4000 Connecticut LLC, an affiliate of The 601 W Companies LLC,
completed the acquisition of Intelsat S.A.'s U.S. administrative
headquarters office building located in Washington, DC, for a
purchase price of approximately $85,000,000 pursuant to a Purchase
and Sale Agreement dated July 18, 2012, between the Purchaser and
Intelsat Global Service LLC, an indirect subsidiary of Intelsat
S.A.

In addition, on Oct. 5, 2012, upon the closing of the U.S.
Administrative Headquarters Property sale, the Seller entered into
a lease agreement under which the Seller leased from the Purchaser
a portion of the U.S. Administrative Headquarters Property for an
initial term of 18 months at an annual gross rental rate of
$9,000,000, with a single option to extend the term of the Post-
Closing Lease for up to an additional 12 months at an annual gross
rental rate of $10,500,000.  Intelsat S.A. expects that the rental
expense under the Post-Closing Lease will be largely offset by
cost savings with respect to eliminated maintenance and operations
expense associated with Intelsat's prior ownership of the U.S.
Administrative Headquarters Property.  Intelsat is currently in
the process of selecting a location for a new permanent U.S.
administrative headquarters office.

On Oct. 5, 2012, Intelsat S.A. also purchased Convergence SPV's
25.1% equity interest in New Dawn Satellite Company, Ltd., the
joint venture that owns the Intelsat New Dawn satellite.  The
purchase price of the equity was immaterial to Intelsat.  As a
result, Intelsat became the sole owner of the satellite, which
will be re-named Intelsat 28.  The transaction will have no impact
on operations of the satellite or on customers using its services.
The joint venture is already fully consolidated in Intelsat's
publicly filed financial statements.

In connection with the purchase of Convergence SPV's equity, on
Oct. 5, 2012, Intelsat also repaid in full the approximately $88
million outstanding under the New Dawn secured credit agreement,
dated Dec. 5, 2008, and related interest rate swaps.  The credit
facility consisted of senior and mezzanine term loan facilities.
The senior term loan facility provided for a commitment of up to
$125.0 million with an interest rate of the London Interbank
Offered Rate plus an applicable margin between 3.0% and 4.0% and
certain costs, if incurred.  The mezzanine term loan facility
provided for a commitment of up to $90 million with an interest
rate of LIBOR plus an applicable margin between 5.3% and 6.3% and
certain costs, if incurred.

                           About Intelsat

Intelsat S.A., formerly Intelsat, Ltd., provides fixed-satellite
communications services worldwide through a global communications
network of 54 satellites in orbit as of Dec. 31, 2009, and ground
facilities related to the satellite operations and control, and
teleport services.  It had US$2.5 billion in revenue in 2009.

Washington D.C.-based Intelsat Corporation, formerly known as
PanAmSat Corporation, is a fully integrated subsidiary of Intelsat
S.A., its indirect parent.  Intelsat Corp. had US$7.70 billion in
assets against US$4.86 billion in debts as of Dec. 31, 2010.

The Company reported a net loss of $433.99 million in 2011, a net
loss of $507.77 million in 2010, and a net loss of $782.06 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $17.46
billion in total assets, $18.66 billion in total liabilities, $48
million in noncontrolling interest, and a $1.24 billion total
Intelsat S.A. shareholders' deficit.

                           *     *     *

Luxembourg-based Intelsat S.A. carries 'B' issuer credit ratings
from Standard & Poor's.  It has 'Caa1' corporate family and
probability of default ratings from Moody's Investors Service.


INVESTCORP BANK: Fitch Affirms 'BB' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) of Investcorp Bank B.S.C at 'BB'.  The Rating Outlook has
been revised to Stable from Negative.  This action follows the
company's resolution of debt maturities coming due in early 2013.

Fitch had downgraded Investcorp's IDR to 'BB' from 'BB+' in
February 2012 to reflect the agency's concern regarding $648
million of total debt maturing in March and April of 2013.  This
balance was reduced to $575 million at June 30, 2012.  The rating
action also reflected concern with respect to the volatility of
the company's earnings stream that is highly dependent on asset-
based income.  Although the previous rating action incorporated
the expectation that the company would successfully refinance its
debt maturities, the agency's Outlook reflected concerns around
the laddering of maturities at a reasonable cost.

The company recently entered into a $529 million forward start
debt facility, with contractual amortizations in September 2013
and 2014, and final maturity in September 2015.  The facility is
provided by a syndicate of banks. Fitch notes the new facility has
stricter and more creditor-friendly net worth and leverage
covenants; conversely, liquidity covenants were relaxed.  Fitch
believes that through the new facility and reduction in hedge fund
co-investments (approximately $200 million since December 2011),
Investcorp has generated sufficient liquidity to meet 2013 debt
maturities and eliminate any cliff risk in the ratings.

Rating Drivers and Sensitivities

Fitch notes that near-term rating upside is likely limited due to
Investcorp's volatility in profitability, historic dependence on
asset-based income, a significant proportion of high-cost
preferred stock in the capital structure, and wholesale funding
structure.  Should Investcorp be successfully able to implement
its plan to increase the proportion of fee income in the revenue
stream, decrease more volatile asset-based income and improve
fixed charge coverage, a Positive Outlook could be considered.
This assumes that leverage metrics continue to improve, liquidity
grows and the proportion of co-investments in assets under
management (AUM) declines according to plans.  Should Investcorp
be unable to generate sufficient earnings to cover fixed charges,
negative trends in AUM continue and/or co-investments account for
a stable or increasing proportion of AUM, the ratings could be
further downgraded.  Should the sovereign rating of Bahrain (rated
'BBB', Outlook Stable by Fitch) be downgraded significantly,
Investcorp's ratings would be downgraded as Fitch does not
envision rating the issuer above the sovereign rating.

The viability rating of Investcorp S.A. has been withdrawn since
it is not a regulated entity.

Fitch has taken the following rating actions:

Investcorp Bank B.S.C

  -- Long-term Issuer Default Rating (IDR) affirmed at 'BB';
     Outlook revised to Stable from Negative;
  -- Short-term IDR affirmed at 'B';
  -- Viability Rating affirmed at 'bb';
  -- Support affirmed at '5';
  -- Support Floor affirmed at 'NF'.

Investcorp S.A.

  -- Long-term IDR affirmed at 'BB'; Outlook revised to Stable
     from Negative;
  -- Short-term IDR affirmed at 'B';
  -- Viability Rating affirmed and withdrawn at 'bb'.

Investcorp Capital Ltd.

  -- Long-term IDR affirmed at 'BB'; Outlook revised to Stable
     from Negative;
  -- Short-term IDR affirmed at 'B';
  -- Senior unsecured debt affirmed at 'BB'.


IPREO HOLDINGS: S&P Gives 'B+' Rating on $20.9MM Incremental Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its rating on Ipreo
Holdings' proposed $20.9 million incremental is 'B+', with a
recovery rating of '2', indicating S&P's expectation for
substantial (70% to 90%) recovery for lenders in the event of a
payment default.

"We lowered our issue-level rating on the company's existing term
loan to 'B+' and revised the recovery rating on this debt to '2'
(70% to 90% recovery expectation) from '1'. The revision of the
recovery rating on the senior secured term loan reflects the
increased amount of senior secured debt," S&P said.

The 'B' corporate credit rating was affirmed. The rating outlook
is positive.

"The term loan add-on is expected to be used to finance an
acquisition which generates approximately $3 million in EBITDA,"
said Standard & Poor's credit analyst Daniel Haines. "Pro forma
for the repricing, term loan add-on, and acquisition, lease-
adjusted leverage increases slightly to 5.6x from 5.5x and EBITDA
coverage of interest improves to 2.2x from 2x as a result of lower
total interest expense. Our 'B' corporate credit rating on Ipreo
Holdings reflects the company's narrow business focus, competition
from much larger competitors with greater financial resources, the
company's revenue sensitivity to both changes in debt and equity
securities issuance volume, and volatility in financial markets
and interest rates. These risks underscore our assessment of
Ipreo's business risk profile as 'weak' (based on our criteria).
We regard the financial risk profile as 'highly leveraged,'
reflecting the company's high pro forma debt to EBITDA (adjusted
for operating leases) of 5.6x, based on the trailing-12-month
EBITDA as of June 30, 2012."


JILL ACQUISITION: Moody's Confirms 'Caa1' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service confirmed Jill Acquisition LLC's
Corporate Family Rating at Caa1. Moody's also upgraded the
company's $86.5 million secured term loan to B3 from Caa1. The
rating outlook is stable. The rating actions conclude the review
for possible downgrade commenced on July 23, 2012.

The following ratings were confirmed:

Jill Acquisition LLC

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1

The following rating was upgraded:

JJ Lease Funding Corporation

  $86.5 million secured term loan to B3 (LGD 3, 37%) from Caa1
  (LGD 3, 44%)

Ratings Rationale

The confirmation of the company's Corporate Family Rating at Caa1
reflects the execution of (a) an amendment to the company's
secured term loan agreement, which amongst other things waived all
outstanding defaults and reset the company's financial covenants
to provide additional headroom and (b) a new $30 million Mezz Term
Loan agreement with affiliates of the company's minority
shareholder, proceeds of which were used to fund a prepayment of
the company's secured term loan.

The upgrade of the secured term loan reflects the execution of the
Mezz Term Loan and that the proceeds from the Mezz Term Loan were
used to make a material prepayment of the secured term loan. As a
result, recovery prospects for the secured term lenders have
improved.

Jill's Caa1 Corporate Family Rating reflects the company's thin
interest coverage, with EBITDA-Cap Ex to cash interest near one
times for the most recent LTM period. The company remains highly
leveraged, with debt/EBITDA (including Moody's standard analytical
adjustments for operating leases) near 7 times as of July, 2012.
While the company has seen recent positive trends in operating
performance in the current fiscal year, it will need to sustain
these trends to maintain good levels of headroom under its
financial covenants, which step down over the next few quarters.
The ratings also consider the company's moderate scale in the
highly fragmented women's sportswear category and its recent
inconsistent execution. Moody's believes J Jill has good brand
awareness with its target customer and the company's meaningful
on-line presence is also a credit positive.

The stable outlook reflects Moody's  expectations the company will
maintain an adequate liquidity profile over the near term.

Positive momentum would build if the company can continue positive
trends seen in its year-to-date results. This would enable the
company to meaningfully improve interest coverage and to enable
the company to sustain meaningful cushion in its financial
covenants. Quantitatively, ratings could be upgraded if
debt/EBITDA approached the low 6 times range and EBITDA-Cap
Ex/cash interest expense exceeded 1.25 times while demonstrating a
good liquidity profile.

Ratings could be downgraded if the company's currently adequate
liquidity profile were to erode, or if otherwise the probability
of default were deemed to rise.

The principal methodology used in rating J Jill Acquisition 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.

Headquartered in Quincy, Massachusetts, J Jill Acquisition LLC is
a retailer of women's apparel, footwear and accessories though the
internet, catalogs and 225 retail stores. Annual revenues are
around $398 million. The company's owners include Arcapita Inc.,
Golden Gate Capital, and management.


JMR DEVELOPMENT: Court Prohibits Use of Lender's Cash Collateral
----------------------------------------------------------------
The Hon. Edward A. Godoy of the U.S. Bankruptcy Court For
The District Of Puerto Rico prohibited JMR Development Group
Corp's access to cash collateral which Cooperativa de Ahorro y
Creditor Sabanera, asserts an interest.

In July creditor Cooperativa de Ahorro y Credito Sabanena, also
known as Sabanacoop, asked the Court prohibit the Debtor's access
to the cash collateral because the Debtor has not requested for
the use of cash collateral, nor has the creditor consented to the
Debtor's use of its cash collateral.

Sabanacoop granted the Debtor a $3,850,000 loan on Sept. 6, 2008.

                    About JMR Development Group

JMR Development Group Corp. filed a Chapter 11 petition (Bankr. D.
P.R. Case No. 11-07907) on Sept. 16, 2011, in Ponce, Puerto Rico.
CPA Luis R. Carrasquillo & CO., P.S.C serves as financial
accountant.  The Debtor scheduled assets of US$12,732,474 and
debts of US$48,587,611.  An affiliate, JMR Tourist Development
Group Corp. sought Chapter 11 protection (Case No. 11-07911) on
the same day.


K-V PHARMACEUTICAL: Committee Can Retain Stroock as Lead Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors of K-V
Pharmaceutical Company to retain Stroock & Stroock & Lavan LLP as
lead bankruptcy counsel to the Committee, nunc pro tunc to
Aug. 13, 2012.

As reported in the TCR on Oct. 10, 2012, Stroock will, among other
things:

  (a) advise the Committee with respect to its rights, duties and
      powers in the Chapter 11 cases;

  (b) assist and advise the Committee in its consultations and
      negotiations with the Debtors relative to the administration
      of the Chapter 11 cases;

  (c) assist the Committee in analyzing the claims of the Debtors'
      creditors and in negotiating with the creditors;

  (d) assist with the Committee's investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors and of the operation of the Debtors' business; and

  (e) assist the Committee in its analysis of, and negotiations
      with, the Debtors or their creditors concerning matters
      related to, among other things, the terms of a plan or plans
      of reorganization for the Debtors and related disclosure
      statement filed in connection therewith and all ancillary
      documents related thereto.

Stroock's current hourly rates are:

          Partners               $750 to $1,085
          Counsel                $650 to $775
          Associates             $350 to $725
          Paraprofessionals      $245 to $335
          Litigation Support     $125 to $135

To the best of the Committee's knowledge, information and belief,
Stroock is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, and does not hold or represent an
adverse interest in connection with the Debtors, the Chapter 11
cases or the Debtors' estates, and that neither Stroock nor any of
its members, counsel or associates has had or presently has any
connection with the Debtors, their creditors, equity security
holders, or any other known parties-in-interest, the U.S. Trustee,
or any person employed by the office of the U.S. Trustee, in any
matters related to the Debtors or the Chapter 11 cases.

                     About K-V Pharmaceutical

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead
Case No. 12-13346, under K-V Discovery Solutions Inc.) to
restructure their financial obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.

The U.S. Trustee appointed five persons to serve in the Official
Committee of Unsecured Creditors.


K-V PHARMACEUTICAL: Committee Can Retain AGP as Regulatory Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors of K-V
Pharmaceutical Company to retain Arnall Golden Gregory LLP as
regulatory counsel for the Committee, nunc pro tunc to Aug. 13,
2012.

AGP will, among other things:

  (a) advise the Committee regarding various federal and state
      laws and regulations affecting the sales of Makena(R) and
      other pharmaceutical products of the Debtors;

  (b) analyze the validity and effectiveness of claims and legal
      actions commenced by the Debtors in state Medicaid actions
      and against regulatory agencies; and

  (c) advise the Committee regarding legal requirements applicable
      to compounding pharmacies whose practices affect the sales
      of Makena(R), the Debtors' most important product.

To the best of the Committee's knowledge, information and belief,
AGG is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code, and does not hold or represent an
adverse interest in connection with the Debtors, the Chapter 11
cases or the Debtors' estates, and that neither AGG nor any of its
members, counsel or associates has had or presently has any
connection with the Debtors, their creditors, equity security
holders, or any other known parties-in-interest, the U.S. Trustee,
or any person employed by the office of the U.S. Trustee, in any
matters related to the Debtors or the Chapter 11 cases.

At present, the hourly rates for the AGG partners designated to
represent the Committee range from $490 to $520 per hour and the
hourly rates for the AGG associates designated to represent the
Committee range from $200 to $300 per hour.

It is anticipated that the fees of AGG, in its capacity as
regulatory counsel to the Committee, will not exceed $10,000 per
month, and AGG will endeavor to inform Stroock, Committee's
proposed lead counsel, prior to incurring more than $10,000 of
fees in a month.

AGG will also seek reimbursement for necessary expenses incurred,
including travel, photocopying, delivery service, postage and
package delivery, vendor charges, court fees, transcript costs,
expenses for "working meals," computer-aided research and other
out-of-pocket expenses incurred in providing professional
services.

                     About K-V Pharmaceutical

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead
Case No. 12-13346, under K-V Discovery Solutions Inc.) to
restructure their financial obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.

The U.S. Trustee appointed five persons to serve in the Official
Committee of Unsecured Creditors.


K-V PHARMACEUTICAL: Committee Can Retain D&P as Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors of K-V
Pharmaceutical Company to retain Duff & Phelps, LLC, as the
Committee's financial advisor, nunc pro tunc to Aug. 13, 2012.

As reported in the TCR on Oct. 10, 2012, D&P will:

  (a) review and analyze the Company's operations, assets,
      financial condition, business plan, strategy, and operating
      forecasts;

  (b) assist in the determination of an appropriate go-forward /
      post-emergence capital structure for the Company;

  (c) analyze any proposed financing(s);

  (d) analyze any merger, divestiture, joint-venture, or
      investment transaction, including the proposed structure and
      form thereof;

  (e) analyze any new debt and/or equity capital (including advice
      on the nature and terms of new securities); and

  (f) assist the Committee in developing, evaluating, structuring
      and negotiating the terms and conditions of a restructuring
      or Plan of Reorganization, including the value of the
      securities, if any, that may be issued to the Committee
      under any such restructuring or Plan.

As compensation for its services, D&P will receive:

  (1) Monthly Fee: The Company will pay D&P a cash fee of $125,000
      per month for the term of the engagement beginning Aug. 13,
      2012.

  (2) Deferred Restructuring Fee: In addition, at the end of the
      case or in connection with a proposed Restructuring
      Transaction, D&P will have the ability to seek a reasonable
      deferred restructuring fee subject to the direct approval
      and consent of the Committee and subject to notice, hearing
      and approval of the Bankruptcy Court.  The amount and timing
      of such fee, if any, are subject to Bankruptcy Court
      approval.  D&P will not be entitled to more than one
      Deferred Restructuring Fee.

  (c) Expense Reimbursement: D&P will be entitled to monthly
      reimbursement of reasonable and documented out-of-pocket
      expenses incurred in connection with the services to be
      provided under the Engagement Letter.

D&P does not hold or represent any interest adverse to the
Committee, the Debtors' estates, creditors or other parties-in-
interest in connection with the Chapter 11 cases and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b) of the
Bankruptcy Code, and to the extent required by Sections 328 and
1103 of the Bankruptcy Code and Bankruptcy Rule 2014.

                     About K-V Pharmaceutical

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead
Case No. 12-13346, under K-V Discovery Solutions Inc.) to
restructure their financial obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.

The U.S. Trustee appointed five persons to serve in the Official
Committee of Unsecured Creditors.


K-V PHARMACEUTICAL: Can Employ Jefferies as Investment Banker
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized K-V Pharmaceutical Company, et al., to employ Jefferies
& Company, Inc., as investment banker and financial advisor, nunc
pro tunc to the Petition Date.

The Court's order provides that Jefferies will be entitled to a
restructuring fee or minority M&A fee (as applicable) arising from
any sale of assets (whether pursuant to a Chapter 11 plan, Section
363 of the Bankruptcy Code or otherwise) if, and only if,

  (i) Jefferies ran a sale process with respect to such assets,

(ii) marketed such assets or investment concerning such assets or

(iii) otherwise provided material services in connection with the
      sale of such assets.

Jefferies will not be entitled to a restructuring fee or minority
M&A fee for any liquidation that is conducted and consummated by a
Chapter 7 trustee.

As reported in the TCR on Sept. 13, 2012, Jefferies will render
services to the Debtors including, without limitation:

   a) investment banking and advisory services as providing advice
      and assistance to the Debtors in connection with analyzing,
      structuring, negotiating and effecting, and acting as
      exclusive financial advisor to the Debtors in connection
      with, any restructuring of the Debtors' outstanding
      indebtedness through any offer by the Debtors with respect
      to any outstanding indebtedness, a solicitation of votes,
      approvals, or consents giving effect thereto; and

   b) financial advisory services by:

        i) familiarizing itself with, to the extent that Jefferies
           deems appropriate, and analyze the business,
           operations, properties, financial condition and
           prospects of the Debtors;

       ii) advising the Debtors on the current state of the
           restructuring market; and

      iii) assisting and advising the Debtors in developing the
           terms of and a general strategy for accomplishing a
           restructuring or other debt or equity financing.

Jefferies' compensation structure includes, among other things:

   a) a monthly advisory fee equal to $125,000 per month until the
      expiration or termination of the engagement;

   b) a restructuring fee equal to $2.5 million upon consummation
      of a restructuring, including, without limitation, upon the
      effective date of a confirmed plan of reorganization,
      provided, however, that an amount equal to 25% of the
      minority M&A fees actually paid to Jefferies in excess of
      $750,000 will be credited once against any Restructuring Fee
      due and payable;

   c) a minority M&A fee -- upon the closing of a minority M&A
      transaction, a fee equal to an amount to be determined
      according to these schedule:

        i) if the Transaction Value is less than or equal to
           $30 million, a minimum fee of $750,000;

       ii) an additional 2.5% of that portion of the transaction
           value greater than $30 million and less than or equal
           to $50 million; and

      iii) an additional 2.0% of that portion of the transaction
           value greater than $50 million and less than or equal
           to $75 million; and

       iv) an additional 1.5% of that portion of the transaction
           value greater than $75 million.

To the best of the Debtors' knowledge, Jefferies is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                     About K-V Pharmaceutical

KV Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead
Case No. 12-13346, under K-V Discovery Solutions Inc.) to
restructure their financial obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.

The U.S. Trustee appointed five persons to serve in the Official
Committee of Unsecured Creditors.


LDK SOLAR: Reacts to DOC's Final Ruling re Solar Cells, Modules
---------------------------------------------------------------
LDK Solar Co., Ltd., issued the following statement regarding the
U.S. Department of Commerce's (DOC) final determination on
Oct. 10, 2012, to impose countervailing duties (CVD) of 15.24% and
anti-dumping duties (AD) of effectively 25.96% on LDK's
crystalline silicon photovoltaic modules and cells produced
exclusively in China.

"Given the accomplishments and the success of the entire solar
industry during the last several years, we strongly regret the
DOC's ultimate decision.  LDK Solar has been a leader with
worldwide supply chains in the highly-competitive global solar
industry since the company's founding in 2005, and this
determination will not change our strategy in developing markets
worldwide.  LDK Solar reaffirms its commitment to be one of the
industry's top tier companies by creating consistent value for our
customers," stated Xiaofeng Peng, Chairman and CEO of LDK Solar.

"We believe that unilateral trade barriers will not make any solar
company more competitive, but will make solar power less
competitive against other forms of electricity generation.  The
growth of destructive trade barriers recently from the U.S.
represent significant, long-term challenges to the health of the
global solar industry and countervail with the industry's aim to
make solar power affordable for everyone," concluded Mr. Peng.

"We will continue to deliver high quality PV products at
competitive prices to our customers in the United States.  Our
team in the U.S. has built strong customer relationships to
provide top quality and affordable solutions for all U.S. markets
-- from residential to commercial, utility and off-grid," added
Sam Tong, President and Chief Operating Officer of LDK Solar.

According to the decision, solar modules produced in China
containing solar cells originating from a third country are not
subject to CVD and AD tariffs.

The determination by the Department of Commerce is subject to
final confirmation from the U.S. International Trade Commission
(ITC), which is expected by the end of November 2012.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-Tech
Industrial Park, Xinyu City, Jiangxi Province, People's Republic
of China, is a vertically integrated manufacturer of photovoltaic
products, including high-quality and low-cost polysilicon, solar
wafers, cells, modules, systems, power projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.
to continue as a going concern.  According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio under
a long-term debt agreement as of Dec. 31, 2011.  These conditions
raise substantial doubt about the Group's ability to continue as a
going concern.

The Company's balance sheet at June 30, 2012, showed US$6.40
billion in total assets, US$5.95 billion in total liabilities,
US$254.44 million in redeemable non-controlling interests and
US$192.17 million in total equity.


LEHMAN BROTHERS: Given Approval for Final Settlement With IRS
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. received approval
Oct. 11 from the bankruptcy judge to settle the last income tax
disputes with the Internal Revenue Service.  The IRS withdrew
claims for $238 million in additional taxes, while Lehman agreed
to $336 million in adjustments to tax.  Initially, Lehman and the
IRS disagreed on 36 items involving $1.8 billion.  All but nine
disputes were settled in March.  The remaining disputes involved
$804 million.

According to the report, the new settlement disposed of
$574 million.  The last dispute over $230 million will be resolved
"by operation of law," Lehman said in court papers.  Lehman
couldn't say what the ultimate effect of the tax settlement would
be in terms of cost to the company.  The ability to carry tax
losses backward may affect what Lehman ultimately pays the IRS.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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


LIBERATOR INC: Webb & Company Raises Going Concern Doubt
--------------------------------------------------------
Liberator, Inc., filed on Oct. 11, 2012, its annual report on Form
10-K for the fiscal year ended June 30, 2012.

Webb & Company, P.A., in Boynton Beach, Fla., expressed
substantial doubt about Liberator's ability to continue as a going
concern.  The independent auditors noted that the Company has a
net loss of $782,417, a working capital deficiency of
$1.6 million, an accumulated deficit of $7.8 million, and negative
cash flow from continuing operations of $464,800.

The Company reported a net loss of $782,417 on $14.5 million of
revenue in fiscal 2012, compared with a net loss of $801,252 on
$12.8 million of revenue in fiscal 2011.

The Company's balance sheet at June 30, 2012, showed $3.2 million
in total assets, $4.5 million in total liabilities, and a
stockholders' deficit of $1.3 million.

A copy of the Form 10-K is available at http://is.gd/k0J5wN

Atlanta, Georgia-based Liberator is a vertically integrated
manufacturer that designs, develops and markets products and
accessories that enhance intimacy.  Liberator is also a nationally
recognized brand trademark, brand category and a patented line of
products commonly referred to as sexual positioning shapes and sex
furniture.


LONGVIEW POWER: Bank Debt Trades at 17% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Longview Power LLC
is a borrower traded in the secondary market at 82.75 cents-on-
the-dollar during the week ended Friday, Oct. 12, a drop of 0.75
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 575 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Oct. 31, 2017.  The loan is one of the biggest gainers and losers
among 199 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Longview is a special purpose entity created to construct, own,
and operate a 695 MW supercritical pulverized coal-fired power
plant located in Maidsville, West Virginia, just south of the
Pennsylvania border and approximately 70 miles south of
Pittsburgh.  The project is owned 92% by First Reserve Corporation
(First Reserve or sponsor), a private equity firm specializing in
energy industry investments, through its affiliate GenPower
Holdings (Delaware), L.P. (GenPower), and 8% by minority
interests.


M & A TOUCH: Case Summary & 7 Unsecured Creditors
-------------------------------------------------
Debtor: M & A Touch of Class, Inc.
        3 Tarascon Road
        Newport Beach, CA 92657

Bankruptcy Case No.: 12-21871

Chapter 11 Petition Date: October 10, 2012

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Mark S. Wallace

Debtor's Counsel: Robert P. Goe, Esq.
                  GOE & FORSYTHE, LLP
                  18101 Von Karman, Suite 510
                  Irvine, CA 92612
                  Tel: (949) 798-2460
                  Fax: (949) 955-9437
                  E-mail: kmurphy@goeforlaw.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 seven unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-21871.pdf

The petition was signed by Adel M. Ibrahim, president.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Adel & Egette Ibrahim                  10-21453   08/17/10
Adel & Egette Ibrahim                  11-24108   10/11/11
Adel & Egette Ibrahim                  12-21782   10/09/12


MAXX HOLDING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Maxx Holding Corporation
        fka Jump Corporation
        4236 West Ferguson Road
        Fort Wayne, IN 46809

Bankruptcy Case No.: 12-13277

Chapter 11 Petition Date: October 10, 2012

Court: United States Bankruptcy Court
       Northern District of Indiana (Fort Wayne Division)

Judge: Robert E. Grant

Debtor's Counsel: Adam L. Hand, Esq.
                  BECKMAN LAWSON, LLP
                  201 W. Wayne Street
                  Fort Wayne, IN 46802
                  Tel: (260) 422-0800
                  Fax: (260) 420-1013
                  E-mail: alh@beckmanlawson.com

Scheduled Assets: $1,215,874

Scheduled Liabilities: $957,956

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/innb12-13277.pdf

The petition was signed by Jeffrey M. Jump, president.


MF GLOBAL: Brokerage Trustee Can Settle Claims En Masse
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for MF Global Inc. received authority
from the bankruptcy judge to settle about 80% of all claims
without approval from the court.

According to the report, at a hearing Oct. 11, James Giddens, the
trustee for the brokerage, was permitted to file so-called omnibus
objections where he can object to 200 claims at a time.  He can
settle claims of less than $50,000 without court approval.  Mr.
Giddens also can settle larger claims so long as the change in
amount is less than $50,000.  If he settles a general unsecured
claim of more than $500,000, he must give notice and an
opportunity for objection to Louis Freeh, the Chapter 11 trustee
for the parent holding company.

The report relates that for settlements larger than $50,000,
Mr. Giddens can submit a stipulation which the judge can approve
if there is no objection.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than
70 exchanges around the world.  The firm was also one of 22
primary dealers authorized to trade U.S. government securities
with the Federal Reserve Bank of New York.  MF Global's roots go
back nearly 230 years to a sugar brokerage on the banks of the
Thames River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.

As of Sept. 30, 2011, MF Global had $41,046,594,000 in total
assets and $39,683,915,000 in total liabilities.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.


MF GLOBAL: Parent's Unpaid Fees Rise to $39.2 Million
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that professional for trustee Louis Freeh and the official
creditors' committee of MF Global Holdings Ltd. incurred $3.2
million in fees during September that can't be paid for lack of
cash.  MF Global Holdings is the parent of the liquidating
commodity broker with a $1.6 billion shortfall in customer's
property.

According to the report, since liquidation began almost one year
ago, $39.2 million in professional fees have accrued and not been
paid, according to an operating report filed in bankruptcy court
in New York on Oct. 12.  Mr. Freeh still has about $15 million in
cash to pay other operating expenses of the holding company's
Chapter 11 reorganization.  Originally $25.3 million, the cash
represents collateral for secured lender JPMorgan Chase & Co.

The report notes that Mr. Freeh is using the cash with the bank's
permission.  Mr. Freeh consumed about $850,000 of the bank's cash
collateral during September, according to the operating report.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than
70 exchanges around the world.  The firm was also one of 22
primary dealers authorized to trade U.S. government securities
with the Federal Reserve Bank of New York.  MF Global's roots go
back nearly 230 years to a sugar brokerage on the banks of the
Thames River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.

As of Sept. 30, 2011, MF Global had $41,046,594,000 in total
assets and $39,683,915,000 in total liabilities.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.


MF GLOBAL: Inc. Trustee Wins Judge OK to Process 7,000 Claims
-------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Martin Glenn approved procedures Thursday to let the trustee
liquidating MF Global Holdings Ltd.'s broker-dealer unit MF Global
Inc. handle nearly 7,000 creditor claims filed against it for more
than $22.7 billion and reduce costs to the MFGI estate.

According to Bankruptcy Law360, Judge Glenn approved the
uncontested motion during a 10-minute hearing, freeing Securities
Investor Protection Act trustee James W. Giddens to begin
objecting to or settling the 6,669 general creditor claims filed
against MFGI without further court approval.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than
70 exchanges around the world.  The firm was also one of 22
primary dealers authorized to trade U.S. government securities
with the Federal Reserve Bank of New York.  MF Global's roots go
back nearly 230 years to a sugar brokerage on the banks of the
Thames River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.

As of Sept. 30, 2011, MF Global had $41,046,594,000 in total
assets and $39,683,915,000 in total liabilities.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.


MGT CAPITAL: Receives Delisting Notice from NYSE
------------------------------------------------
MGT Capital Investments, Inc. disclosed that it received a notice
dated Oct. 5, 2012 from the NYSE MKT Staff indicating that the
Company was not in compliance with the Exchange's continued
listing standards.  Specifically, the Company is not in compliance
with Section 1003(a)(i) of the Company Guide since it reported
stockholders' equity of less than $2,000,000 at March 31, 2011 and
losses from continuing operations and net losses in two of its
three most recent fiscal years ended Dec. 31, 2010, Section
1003(a)(ii) of the Company Guide since it reported stockholders'
equity of less than $4,000,000 at March 31, 2011 and losses from
continuing operations and/or net losses in three of its four most
recent fiscal years ended Dec. 31, 2010 and Section 1003(a)(iii)
of the Company Guide since it reported stockholders' equity of
less than $6,000,000 at March 31, 2011 and losses from continuing
operations and net losses in its five most recent fiscal years
ended Dec. 31, 2010, and as a result its securities are subject to
being delisted from the Exchange pursuant to Section 1009 of the
Company Guide.

As previously disclosed, MGT has been operating under a Plan of
Compliance approved by the Exchange on Aug. 23, 2011 that allowed
the Company until Dec. 8, 2012 to regain compliance with the
deficiencies noted above.  During this period, the Company has
been subject to periodic review by Exchange Staff, and was
informed of the requirement to make progress consistent with the
Plan or to regain compliance with the continued listing standards
by the end of the extension period.  In the Oct. 5, 2012 notice,
the Company was informed that the Staff concluded the Company has
not made a reasonable demonstration of its ability to complete the
initiatives and meet the equity standards by the end of the 18-
month Equity Plan Period, and has therefore begun the delisting
process.

MGT appreciates the time given to the Company to cure its
deficiencies, and has informed NYSE MKT of its intention to pursue
the right of appeal and request a hearing pursuant to Sections
1203 and 1009(d) of the Company Guide.  There can be no assurance
that the Company's request for continued listing will be granted
at this hearing.  In the event MGT's appeal is unsuccessful, the
Company expects that its common stock will trade on OTC-QB no
later than any official delisting from NYSE MKT.

After careful analysis, the Company's board of directors concluded
that current negotiations for equity capital, including one
memorialized in a non-binding Term Sheet, would, if consummated
quickly, put MGT compliance with the Exchange's listing standards
and allow MGT to retain its NYSE MKT listing.  The marginal costs
of the appeal and of continuing ongoing negotiations create a
positive cost/benefit tradeoff.  However, there can be no
guarantee of retaining the Exchange listing even if the Company
successfully cures its equity deficiency. In any scenario, MGT
intends to remain as a fully reporting, current SEC filer with
transparent accounting and proper corporate governance.

Robert Ladd, the Company's President and Chief Executive Officer,
concluded, "As the largest stockholder of MGT, I commend our board
in only considering non-dilutive actions to meet the Exchange's
equity threshold.  The out of pocket cash costs to retain listing
status are manageable, but we should not enter into any
transaction that we believe is destructive to shareholder value,
solely to retain that status."

As previously reported, in a step to improve the Company's
financial flexibility and reduce capital costs, MGT announced on
Oct. 8, 2012 that it entered into an exchange agreement with the
holders of its Convertible Notes.  The Company subsequently repaid
the entire $3.5 million issue at face value plus 100,000 shares of
MGT restricted common stock.  MGT is now debt-free with
approximately $1.4 million in cash.

The Company will continue to update its shareholders on its
progress, including, but not limited to, the status of its NYSE
MKT listing, as well as its patent enforcement activities.  The
trading symbol will bear the "BC" indicator until the Company
regains the compliance with the Exchange's continued listing
requirements.

                         About MGT Capital

MGT Capital Investments, Inc. is a holding company comprised of
MGT, the parent company, and its wholly-owned subsidiary MGT
Capital Investments (U.K.) Limited.  In addition we also have a
controlling interest in our subsidiary, Medicsight Ltd, including
its wholly owned subsidiaries.


MOMENTIVE PERFORMANCE: Proposes to Offer $1.1 Billion Sr. Notes
---------------------------------------------------------------
Momentive Performance Materials Inc. said that MPM Escrow LLC and
MPM Finance Escrow Corp., wholly owned special purpose
subsidiaries of the Company, are proposing to issue $1,100,000,000
principal amount of first-priority senior secured notes due 2020
in a private offering that is exempt from the registration
requirements of the Securities Act of 1933, as amended.

The proceeds of the offering initially will be placed in escrow
pending satisfaction of a number of conditions, including either
(i) obtaining an amendment to the Company's senior secured credit
facilities to permit the Company to assume the obligations of the
Escrow Issuers under the Notes or (ii) entering into the asset-
based lending facility described below.  Upon satisfaction of
those conditions, the Company would assume the Escrow Issuers'
obligations under the Notes, the Notes would be guaranteed on a
senior basis by the domestic subsidiaries of the Company that are
guarantors under its senior secured credit facilities and, if the
Company has not entered into the asset-based lending facility, the
Notes would initially be secured on a pari passu basis by liens on
the same collateral of the Company and the Note Guarantors
securing the senior secured credit facilities, subject to certain
exceptions.  If those conditions are not satisfied by Jan. 15,
2013, the Escrow Issuers will redeem the Notes at a price equal to
100% of the gross proceeds of the Notes, plus accreted issue price
and accrued interest.

The Company has obtained commitments from financial institutions
for a new $270 million asset-based revolving loan facility,
subject to a borrowing base, and the Company expects to obtain an
additional $30 million in commitments following the offering of
the Notes to bring the total facility size to $300 million,
although there can be no assurances the Company will obtain those
additional commitments.  If the Company does not obtain the
additional commitments, the ABL Facility will be limited to a
maximum of $270 million, subject to a borrowing base.  The ABL
Facility will replace the Company's existing senior secured credit
facilities and the Company expects to enter into the ABL Facility
as soon as practicable following the completion of the Notes
offering.  After the Company enters into the ABL Facility, and
after the assumption of the obligations under the Notes by the
Company, the Notes will have the benefit of a first-priority lien
on certain notes priority collateral (which generally includes the
domestic assets of the Company and the Note Guarantors other than
inventory and accounts receivable) and a second-priority lien on
certain domestic ABL priority collateral (which with respect to
the Company and Note Guarantors generally includes inventory and
accounts receivable), in each case subject to certain exceptions.

The Company intends to use the net proceeds from the offering of
Notes (i) to repay all amounts outstanding under its senior
secured credit facilities, (ii) to purchase, redeem or discharge
all of its outstanding $200 million aggregate principal amount of
12 1/2% Second-Lien Senior Secured Notes due 2014, (iii) to pay
related fees and expenses and (iv) for general corporate purposes.
The proposed offering of the Notes is subject to market and other
conditions, and may not occur as described or at all.

The Notes are being offered only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act, and outside the
United States, only to non-U.S. investors pursuant to Regulation
S.  The Notes will not be initially registered under the
Securities Act or any state securities laws and may not be offered
or sold in the United States absent an effective registration
statement or an applicable exemption from registration
requirements or a transaction not subject to the registration
requirements of the Securities Act or any state securities laws.

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million in 2011, following a
net loss of $63 million in 2010.  Net loss in 2009 was
$42 million.

The Company's balance sheet at June 30, 2012, showed $3.02 billion
in total assets, $3.92 billion in total liabilities, and a
$901 million total deficit.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.

In the Aug. 15, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered all of its ratings on MPM by two notches,
including the corporate credit rating to 'CCC' from 'B-'.  The
outlook is negative.

"The likelihood that earnings and cash flow will remain very weak
for the next several quarters prompted the downgrade," explained
credit analyst Cynthia Werneth.  "In our view, leverage is
unsustainably high, with total adjusted debt to EBITDA above 15x
as of June 30, 2012."


MOMENTIVE PERFORMANCE: Offering $1.1BB Notes at 100% Issue Price
----------------------------------------------------------------
Momentive Performance Materials Inc. announced, pursuant to Rule
135c of the Securities Act of 1933, as amended, that MPM Escrow
LLC and MPM Finance Escrow Corp., wholly owned special purpose
subsidiaries of the Company, were proposing to offer
$1,100,000,000 principal amount of first-priority senior secured
notes due 2020 through a private offering that is exempt from the
registration requirements of the Securities Act.

The Company and the Escrow Issuers priced $1,100,000,000 aggregate
principal amount of 8.875% First-Priority Senior Secured Notes due
2020 at an issue price of 100%. The transaction is subject to
customary closing conditions.

                    About Momentive Performance

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

The Company had a net loss of $140 million in 2011, following a
net loss of $63 million in 2010.  Net loss in 2009 was
$42 million.

The Company's balance sheet at June 30, 2012, showed $3.02 billion
in total assets, $3.92 billion in total liabilities, and a
$901 million total deficit.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.

In the Aug. 15, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered all of its ratings on MPM by two notches,
including the corporate credit rating to 'CCC' from 'B-'.  The
outlook is negative.

"The likelihood that earnings and cash flow will remain very weak
for the next several quarters prompted the downgrade," explained
credit analyst Cynthia Werneth.  "In our view, leverage is
unsustainably high, with total adjusted debt to EBITDA above 15x
as of June 30, 2012."


MOMENTIVE PERFORMANCE: Moody's Rates Senior Secured Notes 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the $1.1 billion
guaranteed senior secured first lien notes due 2020 issued by
wholly owned subsidiaries of Momentive Performance Material's Inc.
(MPM) -- MPM Escrow LLC and MPM Finance Escrow Corp. Once the
proceeds from the new notes are released from escrow, they will be
assumed by MPM and used to repay $80 million outstanding under its
existing revolver, retire $742 million in US Dollar and Euro
denominated term loans, and tender for $200 million guaranteed
senior secured second lien notes due 2014. This transaction will
also add a modest amount of cash to MPM's balance sheet. In
conjunction with this debt issuance MPM will replace its existing
revolver and letter of credit facility with a $300 million asset
backed lending (ABL) facility and $30 million letter of credit
facility. The company's outlook is stable.

"The successful issuance of this debt would be a credit positive
and substantially improve the company's liquidity," stated John
Rogers, Senior Vice President at Moody's. "However, market sector
fundamentals will cause MPM's financial performance to remain
extremely weak through 2013."

Ratings assigned

MPM Escrow LLC

  Guaranteed senior secured first lien notes due 2020 at B1
  (LGD2, 16%)

Ratings list:

Momentive Performance Materials Inc.

  Corporate Family Rating at Caa1

  Probability of Default Rating at Caa1

  Speculative Grade Liquidity Rating at SGL-3

  Senior Secured Letter of Credit Facility due 2013 at B1 (LGD1,
  9%)*

  Guaranteed senior secured revolver due 2012 at B1 (LGD1, 9%)*

  Guaranteed senior secured first lien term loan due 2015 at B1
  (LGD1, 9%)*

  Guaranteed senior secured notes 1.5 lien due 2020 to B2 (LGD2,
  25%)

  Guaranteed senior secured second lien notes due 2014 at B3
  (LGD3, 32%)*

  Guaranteed senior unsecured notes due 2021 at Caa1 (LGD4, 58%)

  Senior subordinated notes due 2016 at Caa3 (LGD5, 84%)

  The outlook is stable.

* Ratings will likely be withdrawn upon the issuance of the new
  debt.

Ratings Rationale

Proceeds from the new notes will be released from escrow once MPM
has (i) closed upon the ABL or amended its existing credit
facility to allow the sharing of collateral; (ii) repaid the
existing second line notes; and (iii) the security documents
creating liens and intercreditor agreement has been executed.
These new first lien secured notes will have a first priority lien
on all property and assets of MPM's guarantor subsidiaries,
including the Japanese intercompany loan but excluding the ABL
collateral. The ABL collateral will include the accounts
receivable and inventory of its US, UK, Canadian and German
subsidiaries. In addition the ABL will also have a first lien on
the fixed assets of the German subsidiary. The notes will have a
second priority lien on the ABL collateral with the exception of
the German fixed assets..

MPM's Caa1 CFR reflects the expectation that the company's
financial performance will remain weak though 2013 with EBITDA
remaining below $300 million and credit metrics that are
particularly poor -- Debt/EBITDA of over 10x (excluding the holdco
debt) and negative free cash flow. The company's sharp decline in
financial performance over the past year is a direct result of new
industry capacity and weaker than anticipated demand in key
downstream markets (automotive, construction and electronics). As
of June 30, 2012 the company's credit metrics were extremely weak
with Debt/EBITDA of 16.8x (13.7x excluding the holdco debt),
negative Retained Cash Flow/Debt (RDF/Debt) and Free Cash
Flow/Debt (FCF/Debt). Credit metrics are expected to decline
further in the third quarter and then improve modestly in the
fourth quarter.

The aforementioned ratios reflect Moody's Global Standard
Adjustments, which include the capitalization of pensions and
operating leases, as well as MPM's HoldCo PIK debt (the PIK debt
has a value of $720 million at June 30, 2012 and is accreting at
11% per year, or roughly $80 million/year).

The stable outlook reflects the expectation that the company may
be able to complete the planned debt issuance, which will greatly
improve its liquidity. However, if the company's is unable to
complete the planned debt issuance, the ratings could be lowered
as availability under the existing revolver is expected to decline
below $200 million in the third quarter of 2012. Moody's expects
that the company will continue to reduce costs and take additional
actions to improve its financial performance over the next year.
An upgrade is extremely unlikely until MPM is able to raise its
EBITDA above $450 million per year. Moody's would also look for
FCF/Debt above 2% and RCF/Debt above 6% on a sustainable basis.

The SGL-3 Speculative Grade Liquidity Rating reflects the
expectation for negative free cash flow through 2013. The addition
of $36 million to the balance sheet from this debt issuance plus
the increased availability under the new ABL facility should
provide enough additional room to manage through the current
difficult operating environment, even though MPM's recovery is
progressing slower than previously expected. MPM's liquidity would
be supported by a pro forma cash balance of $143 million and pro
forma revolver availability of $300 million. There are no
financial covenants under the new ABL facility until availability
falls below $30 million. If the company is unable to complete the
planned debt issuance, its speculative grade liquidity rating
would be lowered to SGL-4.

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

Momentive Performance Materials Inc., headquartered in Albany, New
York, is the second largest producer of silicones and silicone
derivatives worldwide. The company has two divisions: silicones
(which accounted for roughly 90% of revenues) and quartz. Revenues
were roughly $2.5 billion for the LTM ending June 30, 2012.


NATIVE STONE: Updated Case Summary & Creditors' Lists
-----------------------------------------------------
Lead Debtor: Native Stone Inc.
             Carr 688 Km 2.3
             Antigua Central San Vicente
             Vega Baja, PR 00693

Bankruptcy Case No.: 12-08077

Chapter 11 Petition Date: October 10, 2012

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

Debtor's Counsel: Jaime Rodriguez Rodriguez, Esq.
                  RODRIGUEZ & ASOCIADOS
                  P.O. Box 2477
                  Vega Baja, PR 00694
                  Tel: (787) 858-5324
                  Fax: (787) 858-5324
                  E-mail: rodriguezyasociadoscsp@yahoo.com

Estimated Assets: $500,001 to $1,000,000

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

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
Native Stone, Inc.                     12-08078
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000

A. A copy of Native Stone Inc's list of its 11 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/prb12-08077.pdf

B. A copy of Native Stone, Inc.'s list of its 11 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/prb12-08078.pdf

The petitions were signed by Juana R. Melendez, president.


NBTY INC: Moody's Reviews 'B1' CFR/PDR for Downgrade
----------------------------------------------------
Moody's Investors Service placed NBTY, Inc.'s B1 Corporate Family
Rating and Probability of Default Rating on review for downgrade.
At the same time, Moody's assigned a Caa1 to the proposed $500
million Senior Unsecured PIK Toggle Notes due 2017 to be issued by
NBTY's parent company, Alphabet Holding Company, Inc. (Holdings).
All other existing ratings are affirmed.

Ratings Rationale

The review for downgrade is triggered by NBTY's decision to pay a
largely debt financed $700 million dividend to its financial
sponsor owner, The Carlyle Group. This dividend is expected to be
funded by the proceeds from the proposed $500 million PIK toggle
notes along with excess cash on balance sheet. Should this
transaction close, NBTY's leverage will meaningfully increase.
Moody's anticipates that the proposed PIK toggle notes will
increase debt to EBITDA to about 5.6 times for the lagging twelve
month period ended June 30, 2012. The review for downgrade also
reflects that borrowing to finance a dividend is contrary to what
Moody's expected and is viewed as being a more aggressive
financial policy than borrowing to finance acquisitions (as NBTY
has done historically). Lastly, the review for downgrade reflects
Moody's concern that the competitive environment for vitamins,
minerals, and nutritional supplements has become more competitive
as more larger companies look to this product category for growth.

Assuming the transaction closes on terms substantially as
indicated, Moody's expects to complete the review and to downgrade
NBTY's Corporate Family Rating and Probability of Default Rating
to B2 from B1.

The rating is subject to review of final documentation. Upon
completion of the transaction, NBTY's Corporate Family Rating and
Probability of Default Rating will be moved to Holdings.

The assignment of a Caa1 to Holdings proposed $500 million PIK
Toggle Notes due 2017 assumes the completion of the transaction
and is based upon a one-notch downgrade of NBTY's Corporate Family
and Probability of Default Ratings to B2 from B1. The Caa1 rating
assigned to the proposed PIK Toggle Notes reflects that they are
structurally subordinated to all existing liabilities at NBTY as
they are located at a holding company and are not guaranteed by
the operating company.

Moody's took the following rating action for Alphabet Holding
Company, Inc.

  Senior unsecured PIK Toggle notes due 2017 assigned at Caa1 (LGD
  6, 93%)

Moody's took the following rating actions for NBTY, Inc.

The following ratings are placed on review for downgrade

  Corporate Family Rating at B1

  Probability of Default Rating at B1

The following ratings are affirmed

  Senior secured bank credit facility at Ba3 (LGD 3, 35%)

  Senior unsecured notes due 2018 at B3 (LGD 5, 88%)

The principal methodology used in rating NBTY was the Global
Consumer Durables 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.

NBTY, Inc., headquartered in Ronkonkoma, NY, is a leading global
vertically-integrated manufacturer, marketer, and retailer of
vitamin, mineral, and nutritional supplements ("VMNS") in the
United States and throughout the world. The company operates over
1,300 stores in the US, Canada, and Europe. It also is the largest
wholesale supplier of private label VMNS products to major
retailers in the US. Revenues are about $3.1 billion. NBTY is
wholly owned by The Carlyle Group.


NEDAK ETHANOL: Has 2 Mos. to Cure $26MM Default to Avoid Sale
-------------------------------------------------------------
As previously disclosed, NEDAK Ethanol, LLC, is in default under
its Amended and Restated Credit Agreement dated Dec. 31, 2011,
with AgCountry Farm Credit Services, FLCA, the First Supplement to
the Amended and Restated Master Credit Agreement between the
Company and the Senior Lender dated Dec. 31, 2011.

On Oct. 8, 2012, the Senior Lender recorded a Substitution of
Trustee which replaced Lawyers Title Insurance Corporation, the
original trustee under the Deed of Trust, Security Agreement,
Assignment of Leases and Rents and Fixture Financing Statement
dated Feb. 14, 2007, between the Company, the Senior Lender and
the trustee, as amended by that certain First Amendment dated
Dec. 13, 2007, and that certain Second Amendment dated Dec. 31,
2011, which secures the indebtedness under the Senior Loan
Documents, with Richard P. Garden, Jr., as the substitute trustee.

On Oct. 8, 2012, subsequent to the recordation of the Substitution
of Trustee, the substitute trustee under the Deed of Trust
recorded a Notice of Default and Election to Sell the trust
property.  The trust property includes the plant site, the
transload site, the Company's leased property and easements all as
described in more detail in the Deed of Trust.  The Company has
two months from the filing for recording of the Notice of Default
and Election to Sell to cure the default under the Senior Loan
Documents and pay the entire unpaid principal sum secured by the
Deed of Trust in the amount of $25,497,877, accrued late charges
in the amount of $163,672 and accrued interest which was $828,345
as of Oct. 9, 2012.  If the Company does not cure the defaults
under the Senior Loan Documents within this two month period, the
substitute trustee will initiate proceedings to sell the trust
property in order to satisfy the unpaid obligations of the Company
under the Senior Loan Documents.

                        About NEDAK Ethanol

Atkinson, Neb.-based NEDAK Ethanol, LLC
-- http://www.nedakethanol.com/-- operates a 44 million gallon
per year ethanol plant in Atkinson, Nebraska, and produces and
sells fuel ethanol and distillers grains, a co-product of the
ethanol production process.  Sales of ethanol and distillers
grains began in January 2009.

NEDAK Ethanol reported a net loss of $781,940 on $152.11 million
of revenue in 2011, compared with a net loss of $2.08 million on
$94.77 million of revenue in 2010.

The Company's balance sheet at March 31, 2012, showed
$73.42 million in total assets, $33.68 million in total
liabilities, $10.80 million in preferred units Class B, and
$28.93 million in total members' equity.

                 Amends Agreement with AgCountry

In February 2007, the Company entered into a master credit
agreement with AgCountry Farm Credit Services FCA regarding a
senior secured credit facility.  As of Dec. 31, 2010, and
throughout 2011, the Company was in violation of several loan
covenants required under the original credit agreement and
therefore, the Company was in default under the credit agreement.
However, the Company entered into a forbearance agreement with
AgCountry which remained effective until June 30, 2011.  This
default resulted in all debt under the original credit agreement
being classified as current liabilities effective as of Dec. 31,
2010.  The loan covenants under the original credit agreement
included requirements for minimum working capital of $6,000,000,
minimum current ratio of 1.20:1.00, minimum tangible net worth of
$41,000,000, minimum owners' equity ratio of 50%, and a minimum
fixed charge coverage ratio of 1.25:1.00, and also included
restrictions on distributions and capital expenditures.

On Dec. 31, 2011, the Company and AgCountry entered into an
amended and restated master credit agreement pursuant to which the
parties agreed to restructure and re-document the loans and other
credit facilities provided by AgCountry.

Under the amended agreement, the Company is required to make level
monthly principal payments of $356,164 through Feb. 1, 2018.
Beginning on Sept. 30, 2012, and the last day of the first,
second, and third quarters thereafter, the Senior Lender will make
a 100% cash flow sweep of the Company's operating cash balances in
excess of $3,600,000 to be applied to the principal balance.  In
addition, the Company is required to make monthly interest
payments at the one month LIBOR plus 5.5%, but not less than 6.0%.
The interest rate was 6.0% as of Dec. 31, 2011.  In addition to
the monthly scheduled payments, the Company made a special
principal payment in the amount of $7,105,272 on Dec. 31, 2011.
As of Dec. 31, 2011, and 2010, the Company had $26,000,000 and
$38,026,321 outstanding on the loan, respectively.


NORTHWAY INN: Case Summary & Unsecured Creditor
-----------------------------------------------
Debtor: Northway Inn Corp.
        c/o Mark Farrington
        P.O. Box 76
        Mayfield, NY 12117

Bankruptcy Case No.: 12-12659

Chapter 11 Petition Date: October 10, 2012

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

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: Francis J. Brennan, Esq.
                  NOLAN & HELLER, LLP
                  39 North Pearl Street
                  Albany, NY 12207
                  Tel: (518) 449-3300
                  E-mail: fbrennan@nolanandheller.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Girvin & Ferlazzo, P.C.   Legal Fees             $15,000
Attn: Christopher P.
Langlois, Esq.
20 Corporate Woods
Boulevard
Albany, NY 12211

The petition was signed by Mark Farrington, president.


NTELOS INC: Moody's Rates $475MM Senior Secured Term Loan 'B1'
--------------------------------------------------------------
Moody's Investors Service has assigned a B1 (LGD3-30%) rating to
NTELOS Inc.'s proposed $475 million senior secured term loan due
2019. The proceeds from the new term loan will be used to repay
existing debt and for general corporate purposes. The outlook is
stable.

Issuer: NTELOS Inc.

  Assignments:

    Senior Secured Bank Credit Facility, Assigned B1

    Senior Secured Bank Credit Facility, Assigned a range of LGD3,
    30%

Ratings Rationale

NTELOS's B1 corporate family rating reflects the challenges of
being a small operator in an industry dominated by giants. Handset
subsidies are expected to rise with increased smartphone
penetration and the recent addition of the iPhone. Sales costs are
also likely to rise as the Company expands distribution, marketing
and customer care expenditures in an attempt to differentiate its
services. Moody's also anticipates an increase in network costs as
the Company builds capacity to handle current and projected growth
in data usage.

Despite recent improvement in retail subscriber metrics and
pricing changes designed to offset higher handset subsidies,
Moody's believes that NTELOS will become increasingly reliant on
Sprint Nextel Corporation for its revenue and earnings. Under a
Strategic Network Alliance, NTELOS is the exclusive PCS service
provider in its western Virginia and West Virginia service area
for Sprint's CDMA wireless customers through July 31, 2015. In 2Q
2012, Sprint accounted for 36% of total revenues, up from 30% in
1Q 2011. Moody's expects this percentage to rise steadily.

The stable outlook reflects Moody's belief that the Company will
execute a successful turnaround of their business as NTELOS seeks
to reclaim lost wireless market share.

The proposed $475 million senior secured term loan is rated B1
(LGD3 -30%), in line with the CFR as the senior secured debt
accounts for nearly all of the debt within the capital structure.

Moody's expects NTELOS to have very good liquidity over the next
twelve months supported by either large cash balances or an
unfunded revolver. However, powerful competitive challenges
exacerbated by a relative lack of scale, anticipated ongoing
dividends, and an inevitable migration to LTE will pressure
NTELOS's ability to continue generating free cash flow.

What Could Change the Rating - UP

A rating upgrade is unlikely in the near term due to NTELOS's
dependence on Sprint (B1 Corporate Family Rating) for a
significant part of its revenue stream and management's intention
to use free cash flow for dividends rather than debt reduction.
However, should NTELOS decrease leverage to below 3.0x (Moody's
adjusted) as a result of a sustainable improvement in operating
performance, ratings could be upgraded.

What Could Change the Rating - DOWN

A deterioration in financial performance which results in leverage
increasing to 4.5x (Moody's adjusted) or liquidity becoming
strained could pressure the rating. The most likely drivers of
such an outcome would be an inability to recapture market share or
a decline in wholesale revenues from Sprint.

NTELOS Inc. provides wireless services to approximately 425,000
retail subscribers (as of June 30, 2012) based in Virginia, West
Virginia and portions of Maryland, North Carolina, Pennsylvania,
Ohio and Kentucky and is also the exclusive wholesale provider of
network services to Sprint Nextel in the western Virginia and West
Virginia portions of its territories for all Sprint CDMA wireless
customers. NTELOS is based in Waynesboro, Virginia.

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


OSAGE EXPLORATION: MaloneBailey Succeeds GKM as Accountant
----------------------------------------------------------
The board of directors of Osage Exploration and Development, Inc.,
engaged MaloneBailey, LLP, as the Company's principal accountant.
The decision to change auditors was the result of a request-for-
proposal process in which the Company evaluated the credentials of
several firms.

During the years ended Dec. 31, 2011, and 2010 and through
Sept. 30, 2012, neither the Company nor anyone on its behalf has
consulted MaloneBailey regarding either (a) the application of
accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered
on the Company's consolidated financial statements, or (b) any
matter that was the subject of a disagreement or a reportable
event.

In connection with the selection of MaloneBailey, on Oct. 8, 2012,
the Board of Directors also dismissed GKM, LLP, as the Company's
principal accountant.  The Company has given permission to GKM to
respond fully to the inquiries of the successor auditor.

The audit reports of GKM on the consolidated financial statements
of the Company and its subsidiaries as of and for the years ended
Dec. 31, 2011, and 2010 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles, except that
GKM's report on the consolidated financial statements of the
Company and its subsidiaries as of and for the year ended Dec. 31,
2011, contained a separate paragraph stating that "the
accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern.

During the fiscal years ended Dec. 31, 2011, and 2010 and any
subsequent interim periods through Sept. 30, 2012, there were no
(a) disagreements with GKM on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or
procedures, which disagreements, if not resolved to the
satisfaction of GKM, would have caused GKM to make reference to
the subject matter of the disagreement in the audit report, or (b)
reportable events.

                      About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

GKM, LLP, in Encino, California, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2011 financial results.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit as of Dec 31, 2011.

The Company's balance sheet at June 30, 2012, showed $12.57
million in total assets, $4.72 million in total liabilities and
$7.85 million in total stockholders' equity.

                         Bankruptcy Warning

Management of the Company has undertaken steps as part of a plan
to improve operations with the goal of sustaining the Company's
operations for the next 12 months and beyond.  These steps include
(a) assigning a portion of the Company's oil and gas leases in
Logan County, Oklahoma (b) participating in drilling of wells in
Logan County, Oklahoma within the next 12 months, (c) controlling
overhead and expenses and (d) raising additional equity or debt.
There is no assurance the Company can accomplish these steps and
it is uncertain the Company will achieve profitable operations and
obtain additional financing.  There is no assurance additional
financings will be available to the Company on satisfactory terms
and conditions, if at all.  If the Company is unable to continue
as a going concern, the Company may elect or be required to seek
protection from its creditors by filing a voluntary petition in
bankruptcy or may be subject to an involuntary petition in
bankruptcy.


OSHKOSH CORP: S&P Puts 'BB' CCR on Watch on Icahn's $4-Bil. Bid
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Oshkosh,
Wis.-based Oshkosh Corp., including the 'BB' corporate credit
rating, on CreditWatch with negative implications.

"The CreditWatch placement reflects uncertainty regarding the
leverage profile for Oshkosh and its strategic direction following
reports that the company has received a buyout offer from Carl
Icahn for $32.50 per share, valuing the company at close to $4
billion including debt," said Standard & Poor's credit
analyst Dan Picciotto.

"As we had previously noted, Carl Icahn and related entities had
disclosed beneficial ownership of about 9.5% of Oshkosh stock in
July 2011, through a combination of shares and call options.
Although unsuccessful in electing any of his six nominees in
January 2012 following a proxy fight, the Icahn-led ownership and
potentially heightened shareholder focus caused some uncertainty
as to the strategic direction of the company and had the potential
to result in a more aggressive financial policy," S&P said.

"Yesterday's announced tender offer for Oshkosh's shares has
increased risks related to our assessment of the company's
financial risk profile, which we currently assess as 'significant'
because of uncertainty as to how the proposed transaction will be
financed and the potentially more aggressive policy an Icahn-owned
entity could pursue," S&P said.

"Further, possible strategic actions could result in a change in
our assessment of the company's business risk profile, which we
currently view as 'satisfactory.' For instance, Icahn has recently
indicated a desire to have Oshkosh spin off its aerial work
platform segment, which represents a significant portion of
revenues and profits. We expect the unit to represent more than
half of operating profit in fiscal 2013," S&P said.

"We will resolve the CreditWatch listing when more information
regarding the proposed transaction becomes available. We will then
assess the company's financial policy and the impact of any
potential transaction on the company's capital structure or
operating strategy," S&P said.


PACIFIC MONARCH: Plan Confirmation Hearing on Nov. 15
-----------------------------------------------------
Pacific Monarch Resorts Inc. has obtained approval from the
bankruptcy court to begin soliciting votes on its reorganization
plan.

The Debtor will seek confirmation of its reorganization plan at a
hearing on Nov. 15, 2012 at 10:00 a.m.

The Debtor won approval of the disclosure statement explaining its
reorganization plan last month.

As reported in the Sept. 12, 2012 edition of the Troubled Company
Reporter, the Debtors have sold substantially all assets pursuant
to 11 U.S.C. Sec. 363 to Diamond Resorts International in a
transaction valued at $49.3 million.  There was also a related
sale of the assets to Resort Finance America, LLC, in exchange for
$130 million of debt.  The Debtors obtained approval of the sale
in January but the sale was only completed in May.  The Debtors
tweaked the Plan documents to incorporate the terms of the sale.

According to the Disclosure Statement:

  (1) There will be substantive consolidation of PMR, Vacation
      Interval Realty, Inc. (VIR), and Vacation Marketing Group,
      Inc. (VMG),

  (2) The Mexican entities -- MGV Cabo, LLC, Desarrollo Cabo Azul,
      S. de R.L. de C.V. (DCA), and Operadora MGVM S. de R.L. de
      C.V. -- will be merged into DCA and all claims against the
      Mexican entities, other than RFA's claim against DCA, will
      be paid in full.

  (3) On an after the effective date, reorganized PMR will retain
      the assets pursuant to a transition services agreement.  PMR
      will deliver a notice by June 30, 2013, that the agreement
      has been completed.

  (4) Causes of Action, and assets not included in the sale will
      be transferred to the liquidation trust established for PMR,
      which will liquidate the causes action and all other
      trust assets, and distribute the proceeds thereof to holders
      of allowed claims.

  (5) All Holders of allowed claims against DCA and the Mexican
      Entities, other than RFA, will be paid in full.

  (6) Holders of allowed general unsecured claims against PMR, VIR
      and VMG, which will be substantively consolidated with PMR,
      will be entitled to Pro Rata distributions from the
      Liquidation Trust.

  (7) Holders of allowed convenience class claims against PMR, VIR
      and VMG, will receive a cash payment equal to 20% of their
      allowed claims.

  (8) From and after the Transition Completion Date, the
      Reorganized PMR Equity will be owned by a "New Equity
      Holder," who is not an affiliate or insider of any of the
      Debtors, and the equity in Reorganized DCA will be owned by
      Reorganized PMR.  The Reorganized PMR Equity will be
      transferred to or issued to the New Equity Holder in
      exchange for the $50,000 cash payment to the Liquidation
      Trust.

  (9) The current interest holders of the Debtors will not receive
      or retain anything on account of their interests.

A copy of the Disclosure Statement dated Sept. 4, 2012, is
available for free at:

     http://bankrupt.com/misc/Pacific_M_DS_090412.pdf

                       About Pacific Monarch

Pacific Monarch Resorts, Inc., and its affiliated debtors operate
a "timeshare business" business.  The Debtors filed voluntary
Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720)
on Oct. 24, 2011, disclosing $100 million to $500 million in both
assets and debts.  The affiliated debtors are Vacation Interval
Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC,
Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de
R.L. de C.V.

Based in Laguna Hills, California, Pacific Monarch and its
affiliates generate revenue primarily from the sale and financing
of "vacation ownership points" in a timeshare program commonly
known and marketed as "Monarch Grand Vacations," a multi-location
vacation timeshare program that establishes a uniform plan for the
development, ownership, use and enjoyment of specified resort
accommodations for the benefit of its members.  MGV is a nonprofit
mutual benefit corporation whose members are timeshare owners, and
it is administered by a board of directors elected by MGV members.

As of the Petition Date, MGV owned Resort Accommodations within
these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks
Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort -
Phases I and II (Dana Point), Riviera Shores Beach (Dana Point),
Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake
Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun
Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico).
Future Vacation Accommodations are currently in the pre-
development stage in Kona, Hawaii and Las Vegas, Nevada.
Additionally, the Cabo Azul Resort has construction in progress on
two buildings.

The Pacific Monarch entities do not include the entities that
actually own the timeshare properties that have been dedicated to
use by the purchasers of timeshare points.  The trusts that own
the properties are not liable for the Pacific Monarch entities'
obligations.

MGV is not a debtor.

Judge Erithe A. Smith presides over the jointly administered
cases.  Lawyers at Stutman, Treister & Glatt PC, in Los Angeles,
serve as counsel to the Debtors.  The petition was signed by Mark
D. Post, chief executive officer and director.

Houlihan Lokey Capital, Inc., serves as investment baker to the
Debtors.  Raymond J. Gaskill, Esq., represents the Debtors as
special timeshare counsel.  Greenberg, Whitcombe & Takeuchi, LLP,
serves as the Debtors' special counsel for employment and labor
matters.  Lesley, Thomas, Schwarz & Postma, Inc., serves as the
Debtors' tax and vacation ownership points accountants.  White &
Case LLP is the Debtors' special tax counsel.

Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the
Official Committee of Unsecured Creditors.

Creditor Ikon Financial Services is represented by Christine R.
Etheridge.  Creditor California Bank & Trust is represented in the
case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C.
Marshall F. Goldberg, Esq. at Glass & Goldberg argues for creditor
Fifth Third Bank.  Creditor The Macerich Company is represented by
Brian D. Huben, Esq. at Katten Muchin Rosenman LLP.  Interested
Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at
Katten Muchin Rosenman LLP.


PATRIOT COAL: Beats Sierra Club in Selenium Skirmish
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that coal producer Patriot Coal Corp. won a skirmish in
bankruptcy court with the Sierra Club and other environmental
groups seeking to remedy selenium contamination from water
discharges at some of the company's mines.

According to the report, as the result of a lawsuit brought in
2006 by private environmental groups, a federal district court in
West Virginia eventually approved a consent decree where Patriot
agreed to a May 2013 deadline for installing equipment costing
about $29 million.  Last month Patriot filed papers asking the
bankruptcy court to modify the automatic stay so it could petition
the West Virginia court for an extension of the deadline.

The report relates that three environmental groups, including the
Sierra Club, filed opposition papers in bankruptcy court.  They
wanted the bankruptcy judge to allow the suit to go forward in its
entirety.  They lost.  U.S. Bankruptcy Judge Shelley C. Chapman
ruled on Oct. 11 that the suit may go ahead only with respect to
Patriot's request for an extension of the remediation deadline.

The report notes that she said the suit can proceed "for no other
purpose."  The groups said in a bankruptcy court filing that
Patriot "has not treated a single drop of water to remove
selenium" at a mine involved in the lawsuit.

The Bloomberg report discloses that Judge Chapman has yet to rule
on a request by the U.S. Trustee and a union to move the
bankruptcy to West Virginia, where most of the mines are located,
or to St. Louis, the head office.

Patriot's $200 million in 3.25% senior convertible notes due 2013
traded on Oct. 11 for 16 cents on the dollar, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority.  The $250 million in 8.25% senior unsecured
notes due 2018 traded at 10:27 a.m. on Oct. 12 for 50.469 cents on
the dollar, Trace reported.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PEREGRINE FINANCIAL: Wasendorf to Remain in Prison for Life
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Russell R. Wasendorf Sr., the former chief executive
officer of liquidating commodity broker Peregrine Financial Group
Inc., will probably spend the rest of his life in prison.

According to the report, a federal district judge in Cedar Rapids,
Iowa, denied bail pending sentencing.  Mr. Wasendorf made a plea
agreement with prosecutors on Sept. 11 in which he confessed to
four charges of mail fraud, embezzlement and making false
statements.  Two days later, a federal magistrate judge ruled he
was entitled to release, although under house arrest.  At the
government's request, U.S. District Judge Linda R. Reade blocked
implementation of the magistrate's release order.  Mr. Wasendorf
formally pleaded guilty on Sept. 17.  His plea was accepted by the
court on Oct. 3.

The report relates that in her opinion, Judge Reade said that the
presumption is for release when a defendant is only charged with a
crime.  The presumption switches to detention following a guilty
plea.  Judge Reade said that Mr. Wasendorf is facing a minimum of
24 to 30 years in prison given the charges to which he pleaded
guilty.  She concluded that Mr. Wasendorf hadn't shown by "clear
and convincing evidence" that he is "not likely to flee.  The
judge said Mr. Wasendorf may have resources to flee because he
hasn't accounted for all the misappropriated $100 million to $200
million.  She said his attempted suicide shows he may not be able
to face the concept of incarceration for the remainder of his
life.

The criminal case is U.S. v. Wasendorf, 12-cr-02021, U.S. District
Court, Northern District of Iowa (Eastern Waterloo).

                     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.


PINNACLE AIRLINES: Reaches Tentative Agreement With AFA
-------------------------------------------------------
Pinnacle Airlines Corp.'s wholly owned subsidiary, Pinnacle
Airlines Inc., disclosed that it has reached a tentative agreement
with the Association of Flight Attendants-CWA (AFA), the legal
representative of the Pinnacle Airlines Flight Attendant group.

Pinnacle is seeking concessions from all of its employees in order
to emerge successfully from Chapter 11 proceedings with a
competitive cost structure.  The two sides reached a tentative
agreement on concessions that cover pay, retirement, work rules
and benefits.  The concessions would become effective when
concessions are implemented for other labor groups and non-union
employees.  AFA members at the airline will now have the
opportunity to vote on the tentative agreement in the coming days
and, if ratified, will avoid the Section 1113 litigation process
in bankruptcy court.


"We reached this agreement as a result of both sides sitting at
the table to find a way to achieve the company's required cost
savings.  Pinnacle and the AFA worked together to find creative
solutions to achieve the cost-reduction target while minimizing
the impact on a flight attendant's W-2 wages.  We appreciate the
tireless effort put forth by AFA's negotiating team.  We now leave
it in the hands of the membership to ratify this agreement and
avoid the Section 1113 process," said Barbara Setsvold, vice
president of Inflight.

"We would like to thank the National Mediation Board and Director
of Mediation Services Lawrence Gibbons for their assistance in
helping the parties reach this voluntary agreement," said John
Spanjers, president and CEO of Pinnacle Airlines Corp.

The tentative agreement also remains subject to required corporate
approvals and review by the Bankruptcy Court.

                      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.


PLUG POWER: Receives NASDAQ Notice Regarding Non-Compliance
-----------------------------------------------------------
Plug Power Inc. a leader in providing clean, reliable energy
solutions, today announced that it received a notice on Oct. 12,
2012 from the NASDAQ Stock Market.  The notice stated that the
Company was not in compliance with NASDAQ Marketplace Rule 5550(a)
(2) because the bid price of the Company's common stock closed
below the required minimum $1.00 per share for the previous 30
consecutive business days.  The NASDAQ notice has no immediate
effect on the listing of the Company's common stock.

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

In the event the Company does not regain compliance with the Rule
prior to the expiration of the 180-day period, NASDAQ will notify
the Company that its securities are subject to delisting.

However, the Company may appeal the delisting determination to a
NASDAQ hearing panel and the delisting will be stayed pending the
panel's determination.  At this hearing, the Company would present
a plan to regain compliance and NASDAQ would then subsequently
render a decision.  The Company is currently evaluating its
alternatives to resolve the listing deficiency.

                       About Plug Power Inc.

The architects of modern fuel cell technology, Plug Power --
http://www.plugpower.com/-- revolutionized the industry with
cost-effective power solutions that increase productivity, lower
operating costs and reduce carbon footprints.  Long-standing
relationships with industry leaders forged the path for Plug
Power's key accounts, including Walmart, Sysco, P&G and Mercedes.
With more than 2,800 GenDrive units deployed to material handling
customers, accumulating over 8 million hours of runtime, Plug
Power manufactures tomorrow's incumbent power solutions today.


PQ CORP: Moody's Affirms 'B3' CFR; Rates First Lien Debt 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to PQ Corporation's
proposed $1.25 billion first lien senior secured credit facilities
and a Caa1 rating to its proposed $720 million second lien senior
secured notes. Proceeds from the transaction will be used to
refinance existing debt at PQ, existing debt at unrestricted
subsidiary Potters Holdings II LP, which will be become a
restricted subsidiary, and pay transaction-related fees and
expenses. Moody's affirmed PQ Corporation's B3 Corporate Family
Rating ("CFR") and B3 Probability of Default Rating in connection
with these rating assignments. The ratings on the existing bank
debt at PQ, as well as all ratings at Potters, are unchanged and
expected to be withdrawn following the completion of the
refinancing transaction.

"The proposed refinancing is credit positive, but the magnitude of
improvement is not sufficient to warrant a rating upgrade at this
time," said Moody's analyst Ben Nelson.

The transaction improves PQ's debt maturity profile, enhances
liquidity, and with the redesignation of Potters as a restricted
subsidiary improves PQ's credit measures despite a modest increase
in total debt. However, pro forma adjusted financial leverage
remains quite high and is weak for the B rating category in the
low 7 times Debt/EBITDA. Moody's believes that the substantial
debt position, combined with uncertain business conditions in
Europe and planned expansionary capital spending, will make it
difficult for PQ to generate meaningful free cash flow for at
least the next 18-24 months. PQ generated modestly negative free
cash flow for the twelve months ended June 30.

The actions:

   Issuer: PQ Corporation

     Corporate Family Rating, Affirmed B3

     Probability of Default Rating, Affirmed B3

     $150 million First Lien Senior Secured Revolving Credit
     Facility due 2017, Assigned B2 (LGD3 43%)

     $1.1 billion First Lien Senior Secured Term Loan B due 2017,
     Assigned B2 (LGD3 43%)

     $720 million Second Lien Senior Secured Notes due 2018,
     Assigned Caa1 (LGD4 62%)

    Outlook, Stable

The B3 CFR is principally constrained by high financial leverage
and limited prospects for meaningful free cash flow generation.
The company's diverse end markets, leading market positions, broad
customer base, long-term relationships, and geographic diversity
lend stability to the financial performance of the business
relative to other rated companies in the chemicals industry, which
collectively is a primary factor that supports the rating. Moody's
also believes that PQ will have good liquidity to support its
operations over at least the next four quarters supported by about
$80 million of cash at closing and an undrawn $150 million asset-
based revolving credit facility.

The B2 ratings assigned to the proposed senior secured credit
facilities and Caa1 rating assigned to the proposed second lien
senior secured notes reflect collateral weakness related to a
substantial portion of assets located in non-guarantor
subsidiaries and joint ventures. These instruments will benefit
from first and second lien security interests, respectively, in
the property and assets of all domestic guarantor subsidiaries.

The stable rating outlook anticipates modestly positive free cash
flow and that adjusted leverage will fall below 7 times by the end
of 2013. Moody's could upgrade the ratings with improvement in
financial leverage to below 6 times, retained cash flow above 8%
of debt, and free cash flow above 3% of debt on a sustainable
basis. Conversely, Moody's could downgrade the ratings with
expectations for negative free cash flow or deterioration in the
company's liquidity position.

The principal methodology used in rating PQ Corp was the Global
Chemical Industry Methodology published in December 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

PQ Corporation, headquartered in Malvern, Pennsylvania, is a
leading provider of inorganic specialty chemicals, including
sodium silicate, silicate derivatives, catalysts, reflective glass
spheres, and engineered glass materials. PQ was purchased in a
secondary buyout transaction by affiliates of The Carlyle Group in
July 2007. PQ acquired INEOS' silica business in a leveraged
transaction in July 2008. INEOS maintains a minority ownership
position obtained through that transaction. PQ is amidst a
refinancing transaction that is expected to close in the fourth
quarter of 2012 and re-designate Potters and its subsidiaries as
restricted subsidiaries. The company generated revenues of about
$1.1 billion for the twelve months ended June 30, 2012.


QUAD/GRAPHICS INC: Moody's Says Vertis Buyout Credit Neutral
------------------------------------------------------------
Moody's Investors Service said Quad/Graphics, Inc.'s (Quad; Ba2,
Stable) proposed acquisition of Vertis Holdings, Inc. (Vertis;
unrated) is credit-neutral.

The principal methodology used in rating Quad/Graphics was the
Global Publishing 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.

Headquartered in Sussex, Wisconsin, Quad/Graphics, Inc. (Quad), is
a publicly traded 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. Annual sales are approximately $4 billion, almost
90% of which comes from United States-based operations. In turn,
more than 60% of U.S. sales come from magazines, catalogues and
retail inserts.


QUAD/GRAPHICS INC: S&P Puts 'BB+' CCR on Watch Neg on Vertis Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Sussex,
Wisc.-based printer Quad/Graphics Inc. on CreditWatch with
negative implications. This includes the 'BB+' corporate credit
rating and all issue-level ratings on the company's debt.

"This rating action follows the company's announcement that it has
entered into a preliminary agreement to acquire substantially all
of the assets of printer Vertis Holdings Inc. for $285 million
($170 million net of current assets, or about 3x estimated 2012
EBITDA). To facilitate the sale, Vertis will file for Chapter 11
bankruptcy protection. As part of the bankruptcy process, Vertis
and the bankruptcy courts must evaluate all competing bids for the
company -- so Quad may not ultimately acquire the company. If,
however, it becomes clear that Quad's bid will be accepted and the
proposed transaction will close, we could lower our rating on the
company by one notch (to 'BB')," S&P said.

"We believe the acquisition would weaken Quad's business risk
profile by increasing its exposure to a poorly performing company
in a sector already under secular decline. Vertis will require
significant management attention to be integrated efficiently with
Quad. As a result, we expect Quad's EBITDA margin to be negatively
affected over the next two years. We estimate that the company's
margins will decline to about 12% from about 14% pro forma for the
acquisition (this does not include synergies or restructuring
costs to achieve these synergies). We expect the margin could be
lower over the first one to two years after the acquisition's
close, as restructuring costs would exceed synergies. At the same
time, we believe that Quad will continue to face negative
structural trends and economic pressures that the proposed
acquisition and ongoing operational restructuring will only partly
offset," S&P said.

"We view Quad's business risk profile as 'fair' (as per our
criteria), based on its size, operating efficiency, and
profitability--notwithstanding the difficult fundamentals in the
printing industry. Industry trends include keen competition,
fragmentation, intense pricing pressure, declining demand in key
end markets, and significant revenue volatility over the economic
cycle. We view Quad's financial risk as 'intermediate,' based on
its moderate leverage," S&P said.

"We will resolve the CreditWatch listing once resolution of the
proposed acquisition becomes clear. If Quad closes on the deal
under the currently proposed terms, we could likely lower our
rating on the company to 'BB'," S&P said.


QUINTILES TRANSNATIONAL: Moody's Rates Incremental Term Loan 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the new $175
million incremental term loan and the upsized $300 million
revolving credit facility being issued at Quintiles Transnational
Corp. The Corporate Family and Probability of Default ratings of
B1 on Quintiles Transnational Holdings Inc. (the parent company of
Quintiles Transnational Corp.) as well as all existing instrument
ratings remain unchanged.

Proceeds of the incremental term loan, along with cash on hand,
will be used to fund a distribution to the equity sponsors, which
include Bain, TPG, 3i and Temasek. Adjusted debt/EBITDA will rise
slightly to 5.0 times (up from 4.7 times for the twelve months
ended June 30, 2012), which is within Quintiles' historical
leverage range. The incremental term loan will have an all asset
pledge and guarantees from operating subsidiaries, the same as the
existing $2.0 billion term loan. In conjunction with the
incremental term loan issuance, Quintiles is upsizing its revolver
to $300 million from $225 million and extending the expiration
date by one year to June 2017.

Moody's Rating Actions:

Ratings Assigned:

Quintiles Transnational Corp.

  $300 million (up from $225 million) senior secured revolving
  credit facility expiring 2017, B1 (LGD 3, 42%)

  $175 million senior secured incremental term loan due 2018, B1
  (LGD 3, 42%)

Ratings Unchanged:

Quintiles Transnational Holdings Inc.

  B1 Corporate Family Rating

  B1 Probability of Default Rating

  $300 million Term Loan due 2017, B3 (LGD 5, 89%)

Quintiles Transnational Corp.

  $2.0 billion senior secured term loan B due 2018, B1 (LGD 3,
  42%)

The outlook is stable.

The newly assigned ratings on the incremental facilities are
subject to the conclusion of the transaction, as proposed, and
Moody's review of final documentation.

Ratings Rationale

Quintiles' B1 Corporate Family Rating is constrained by the
company's high financial leverage and the company's history of
aggressive financial policies, including numerous dividends to
shareholders and share repurchase transactions. The ratings also
reflect risks inherent in the contract research organization
("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 large partnership deals, which often trade volume for price.

The ratings are supported by the company's size, scale and leading
position as both a pharmaceutical CRO and a contract sales
organization ("CSO"). Moody's believes that Quintiles, as the
largest pharmaceutical service provider, is well-positioned to
gain market share and benefit from the industry's growth, the
outlook for which is favorable, as pharmaceutical companies look
to outsource an increasing portion of their non-core functions.
The ratings are also supported by the company's liquidity profile,
which Moody's anticipates will continue to be very good over the
next year.

Moody's could upgrade Quintiles' ratings if the company
demonstrates continued stable revenue growth and margins and
sustains FCF/debt above 10% (after dividends) and debt/EBITDA of
less than 4.0 times. Moody's could downgrade the ratings if the
company experiences revenue declines and/or margin erosion due to
broader trends within the CRO or CSO industry or if the company
undertakes a significant debt-financed acquisition or shareholder
initiatives beyond Moody's expectations. For example, sustained
CFO/debt below 5%, adjusted debt to EBITDA above 5.5 times, or
negative free cash flow could lead to a downgrade.

The principal methodology used in rating Quintiles Transnational
Holdings Inc. was the Global Business & Consumer Service Industry
Rating Methodology, published October 2010. Other methodologies
used include Loss Given Default for Speculative Grade Issuers in
the US, Canada, and EMEA, published June 2009.

Headquartered in Durham, North Carolina, Quintiles is a leading
global provider of outsourced contract research and contract sales
services to pharmaceutical, biotechnology and medical device
companies. The company is privately-held with ownership stakes by
founder and Chairman, Dr. Dennis Gillings, and private equity
firms Bain, TPG, 3i and Temasek. Quintiles recorded net service
revenue of approximately $3.5 billion for the twelve month period
ended June 30, 2012.


RADIO SYSTEMS: Moody's Rates $250-Mil. Senior Secured Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Radio Systems
Corporation's proposed $250 million senior secured notes and
affirmed the company's corporate family rating of B2. The outlook
remains stable.

Proceeds from the proposed $250 million senior secured notes will
be used to repay substantially all of the company's balance sheet
debt including a $135 million term loan and modest revolver
outstandings, as well as purchase the putable equity stake held by
the company's minority shareholders.

"The refinance will increase Radio System's balance sheet debt but
will eliminate the event risk of the put option being exercised,"
stated Moody's analyst Mariko Semetko. Private equity firm TSG and
other minority equity holders combined had putable shares valued
at roughly $90 million.

Pro forma for the refinance, the company's debt/EBITDA will
increase to about 4.7 times from roughly 3.0 times but will be in
line with the B2 rating category (all ratios include Moody's
standard analytical adjustments). EBITA/interest expense will
remain relatively healthy at well over 2.0 times. Given the
fundamentally stable dynamics and favorable growth prospects of
the pet care industry, Moody's expects the company's debt leverage
to improve modestly over time barring any debt funded
acquisitions. Moody's acknowledges that the company is considering
to make an acquisition for about $25 million in the near future.
Assuming the entire purchase price is funded with revolver
drawings, point-in-time leverage could go up by half a turn. A
half a turn increase in leverage is still acceptable for the
rating, especially since EBITDA generated from the target likely
will lower leverage over time.

Concurrent with the refinancing, the company intends to enter a
new $75 million revolving credit facility (unrated by Moody's).
Moody's expects cash generation and revolver availability to
provide good liquidity over the next twelve months.

The probability of default rating was upgraded to B2 from B3 given
the standard 50% family recovery rate applied to the new capital
structure. Previously, Moody's had applied a 65% recovery rate
given the company's all-bank-debt structure.

The ratings are contingent upon the transaction closing as
proposed, and the receipt and review of final documentation.

The following rating was assigned:

  - Proposed $250 million senior secured notes due 2019 at B3
    (LGD4, 58%)

The following rating was upgraded:

  - Probability of default rating to B2 from B3

The following rating was affirmed:

  - Corporate family rating of B2

The following ratings will be withdrawn upon consummation of the
transaction:

  - $75 million first lien revolving credit facility at B1 (LGD3,
    33%)

  - $135 million first lien term loan at B1 (LGD3, 33%)

Ratings Rationale

Radio Systems' B2 corporate family rating is limited by its small
scale, narrow product focus, exposure to soft discretionary
consumer spending trends, competition for shelf space at large-
scale retailers, and acquisition risk. At the same time, the
rating is supported by the company's good liquidity, strong
operating margins, relatively healthy interest coverage, and well
recognized brand names.

The stable outlook reflects Moody's expectation for continued
healthy demand for pet related products and that Radio Systems
will modestly improve its revenue and earnings while maintaining
good liquidity. The outlook also incorporates Moody's assumptions
that any acquisitions will not increase the company's leverage
beyond the stated downgrade triggers.

Ratings upside is largely limited given the company's small scale.
However, the ratings could experience positive pressure to the
extent that the company sustains organic revenue and earnings
growth, while sustaining debt/EBITDA below 4.0 times and
EBITA/interest expense approaching 3.0 times.

The ratings could be pressured if the soft retail environment
causes operating performance to deteriorate such that debt/EBITDA
increases above 5.5 times or if EBITA/interest expenses falls
below 1.5 times. Erosion in the company's liquidity (such as
reduced cushion under financial covenants) or aggressive financial
policies including material debt-financed acquisitions could also
pressure the ratings.

The principal methodology used in rating Radio Systems Corporation
was the Global Consumer Durables 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.

Based in Knoxville, Tennessee, Radio Systems Corporation is a
privately held provider of electronic pet containment products,
pet training products, and pet doors with a product portfolio that
consists of over 3,500 stock keeping units. The company's products
are sold through mass merchandisers, pet superstores, catalogs,
and distributors. Radio Systems also offers higher-margin
professional contract installations of electronic pet fences.
Revenues for the twelve months through June 30, 2012 were roughly
$270 million. Randy Boyd, President, Chairman and CEO, owns the
company.


RANDOLPH/ADA: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Randolph/Ada, LLC.
        5479 N. Milwaukee
        Chicago, Il 60630

Bankruptcy Case No.: 12-40194

Chapter 11 Petition Date: October 10, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Karen J. Porter, Esq.
                  PORTER LAW NETWORK
                  230 West Monroe, Suite 240
                  Chicago, IL 60606
                  Tel: (312) 372-4400
                  Fax: (312) 372-4160
                  E-mail: kjplawnet@aol.com

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

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

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

The petition was signed by Igor Gabal, sole member and manager.


RAHA LAKES: Wants to Use Cash Collateral
----------------------------------------
Raha Lakes Enterprises LLC and Mehr in Los Angeles Enterprises LLC
have sought Court permission to use rental income derived from
their real property to pay for expenses during the pendency of
their Chapter 11 cases.

The property is located at 900 South San Pedro Street, Los
Angeles, and is at the South-East corner of 9th Street and San
Pedro Street, in the Garment District in Downtown Los Angeles.
The property, which covers two thirds of a city block, consists of
roughly 58,352 square feet of land and 36,833 square feet of
building and fronts three streets, namely, 9th Street, San Pedro
Street and 9th Place.  The property's gross annual income is
roughly $540,000 and its net operating income is roughly $350,000.
At the time of acquisition the appraised value of the property was
roughly $32.7 million and the purchase price was $9.8 million.

The Debtors have one secured creditor that assert liens upon the
Debtors' cash collateral: a first and second lien to San Pedro
Investment LLC, as assignee of Wilshire State Bank, who is owed
$8,737,301 and has a security interest in virtually all of the
Debtors' assets.

The Debtors said San Pedro is adequately protected by their equity
cushion in the property.  The Debtors have filed a budget showing
the property will generate net income of roughly $23,000 in
October 2012 through December 31, 2012.  Therefore, according to
the Debtors, as additional adequate protection of their interest
in the cash collateral, San Pedro can receive adequate protection
payments on a monthly basis beginning in November 2012 in the
amount of $20,000.  In addition, as additional adequate protection
San Pedro will be granted a replacement lien upon all postpetition
assets of the Debtors' estate.

San Pedro Investment LLC is represented by:

          John Choi, Esq.
          KIM PARK CHOI
          3435 Wilshire Blvd., Suite 1720
          Los Angeles, CA 90010
          E-mail: johnchoi@kpcylaw.com

Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-43422) on Oct. 3, 2012, in Los Angeles.
Raha Lakes, a single-asset real estate company, estimated assets
of at least $10 million and debt of at least $1 million.  The
company's principal asset is at 900 South San Pedro Street in Los
Angeles.  Raha Lakes listed $10 million to $50 million in assets,
and $1 million to $10 million in debts.  The petition was signed
by Kayhan Shakib, managing member.

Mehr in Los Angeles Enterprises, LLC, filed a bare-bones Chapter
11 petition (Bankr. C.D. Calif. Case No. 12-43589) on Oct. 4,
2012, estimating assets of at least $10 million and liabilities of
at least $1 million.  The petition was signed by Yadollah Shakib,
managing member.

Judge Ernest M. Robles presides over the cases.  The Debtors are
represented by Michael S. Kogan, Esq., at Kogan Law Firm APC.


RAHA LAKES: Has $300,000 Loan From Insider
------------------------------------------
Raha Lakes Enterprises LLC and Mehr in Los Angeles Enterprises LLC
have sought Bankruptcy Court approval of up to $300,000 in
postpetition revolving financing from Kayhan Shakib, Raha Lakes'
managing member.

The loan will incur interest at the prime rate and mature on the
later of May 1, 2013, the date a plan of reorganization is
confirmed, or Court approval of a sale of the assets, or
conversion of the case to Chapter 7.

The Debtors' obligations under the DIP Loan will be junior to all
valied liens of record as of the bankruptcy filing date.

The Debtors said Mr. Shakib is one of their largest creditors.  He
made prepetition unsecured loans to the Debtros for ongoing
business operations.

The Debtors said the financing is extremely favorable given their
inabilty to secure funding elsewhere.

                          About Raha Lakes
                      and Mehr in Los Angeles

Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-43422) on Oct. 3, 2012, in Los Angeles.
Raha Lakes, a single-asset real estate company, estimated assets
of at least $10 million and debt of at least $1 million.  The
company's principal asset is at 900 South San Pedro Street in Los
Angeles.  Raha Lakes listed $10 million to $50 million in assets,
and $1 million to $10 million in debts.  The petition was signed
by Kayhan Shakib, managing member.

Mehr in Los Angeles Enterprises, LLC, filed a bare-bones Chapter
11 petition (Bankr. C.D. Calif. Case No. 12-43589) on Oct. 4,
2012, estimating assets of at least $10 million and liabilities of
at least $1 million.  The petition was signed by Yadollah Shakib,
managing member.

Judge Ernest M. Robles presides over the cases.  The Debtors are
represented by Michael S. Kogan, Esq., at Kogan Law Firm APC.

The Debtors' secured creditor, San Pedro Investment LLC, is
represented by John Choi, Esq., at Kim Park Choi.


RESIDENTIAL CAPITAL: Modifies Executive Bonuses to Satisfy Judge
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC modified the bonus program
for 17 high-level executives that the bankruptcy judge in New York
refused to approve in August.  ResCap is asking the judge to hold
a hearing on Oct. 17 for approval of the program.

According to the report, U.S. Bankruptcy Judge Martin Glenn turned
down the original proposal because 63% of the bonuses for
executives at the mortgage-servicing subsidiary of non-bankrupt
Ally Financial Inc. would be earned by completing asset sales
arranged before the Chapter 11 filing.  Judge Glenn concluded it
was "primarily retentive in nature."  Congress outlawed bonuses
for top executives at bankrupt companies that were designed only
to disincline executives from leaving.

The report relates that the newly designed program still has
maximum bonuses of $7 million and $4.1 million in target bonuses.
Under the revised program, only 20% of the bonuses will be earned
if the previously arranged sale is consummated.  Now, 50% of the
bonuses are tied to a higher sale price.  The remaining 30% relate
to ResCap's operating performance.

ResCap will hold auctions on Oct. 23 where Fortress Investment
Group LLC will make the first bid for the mortgage servicing
business.  Berkshire Hathaway Inc. is to be the stalking horse for
the remaining portfolio of mortgages.  A hearing to approve the
sales is set for Nov. 5.

The Bloomberg report discloses that the $2.1 billion in third-lien
9.625% secured notes due in 2015 traded on Oct. 10 for 100.375
cents on the dollar, according to Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority.  The
$473.4 million of ResCap senior unsecured notes due in April
traded Oct. 11 for 25.625 cents on the dollar, according to Trace.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


REVEL ENTERTAINMENT: Bank Debt Trades at 25% Off
------------------------------------------------
Participations in a syndicated loan under which Revel
Entertainment Group LLC is a borrower traded in the secondary
market at 74.67 cents-on-the-dollar during the week ended Friday,
Oct. 12, a drop of 3.68 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 199 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.


RG STEEL: Inks Settlement Pact with Workers at Lousville Facility
-----------------------------------------------------------------
WP Steel Venture LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to approve the Section 1113/1114
Settlement and Modified Labor Agreement between RG Steel, LLC, and
the International Brotherhood of Teamsters, General Drivers Local
No. 89.  The Union represents approximately 25 individuals
formerly employed by Wheeling Corrugating Company, a division of
Debtor RG Steel Wheeling, LLC, pursuant to that certain collective
bargaining agreement effective Aug. 19, 2010, between RG Steel
Wheeling and the Union.

According to papers filed with the Court, upon approval of the
Settlement Agreement, the CBA covering the workers at the
Louisville, Kentucky facility will be terminated effective as of
the Aug. 31, 2012, the same date as the termination of the
Debtors' other collective bargaining agreements and halts the
accrual of any further postpetition obligations under the CBA.

                          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: Lease Decision Period Extended Until Dec. 27
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the time by which WP Steel Venture LLC, et al., must assume or
reject unexpired leases of nonresidential real property for an
additional ninety days, or until Dec. 27, 2012.

                          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.


RURAL/METRO CORP: Moody's Cuts CFR/PDR to 'B3'; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service downgraded Rural/Metro Corporation's
corporate family and probability of default ratings to B3 from B2.
In addition, Moody's lowered the senior secured credit facilities
to B1 from Ba3 and the senior unsecured notes to Caa2 from Caa1.
The ratings outlook continues to be negative.

The downgrade of the corporate family rating to B3 with negative
outlook reflects Moody's projections for a weak liquidity position
over the next 12 months. Additionally, the company's performance
has been weaker than expected at the time of the LBO by Warburg
Pincus in 2011. Moreover, Moody's does not anticipate the
company's credit metrics to improve materially over the next 12 to
18 months. Adjusted debt-to-EBITDA is projected to remain above 7
times and free cash flow generation is anticipated to be breakeven
over the next 12 to 18 months.

The following rating actions were taken:

Corporate family rating, downgraded to B3 from B2;

Probability of default rating, downgraded to B3 from B2;

$110 million revolving credit facility, due 2016, downgraded to
B1 (LGD2, 24%) from Ba3 (LGD2, 24%);

$319 million term loan, due 2018, downgraded to B1 (LGD2, 24%)
from Ba3 (LGD2, 24%);

$200 million unsecured notes, due 2019, downgraded to Caa2
(LGD5, 80%) from Caa1 (LGD5, 80%);

$108 million unsecured notes, due 2019, downgraded to Caa2
(LGD5, 80%) from Caa1 (LGD5, 80%).

Rating Rationale

The B3 corporate family rating reflects Moody's expectation that
the company's credit metrics and liquidity will remain under
pressure due to lower revenue and A/R conversion rates. The
increase in uncompensated care, due partly because of stubbornly
high unemployment rate, has lowered the revenue conversion to
$0.39 per $1 in 2012 from $0.44 per $1 in 2011. In addition,
weighing on the projected financial performance is the slow-down
in A/R conversion to cash. Additionally, concentration of revenues
and uncertain reimbursement environment weigh on the rating. At
the same time, the B3 corporate family rating favorably reflects
Rural/Metro's total transportation growth through new contract
wins and acquisitions. The rating also considers Moody's
expectation that Rural/Metro will continue to maintain its market
share and possibly enter into new markets through de novos.

The negative outlook reflects Rural/Metro's weak liquidity
position including very limited headroom under its financial
covenants over the next 12 months. Additionally, the uncertainty
around the company's ability to reduce debt levels and organically
grow EBITDA in the midst of a difficult operating environment
contributes to the outlook.

The rating could be downgraded if free cash flow generation
remains negative for more than 6 months. Additional acquisitions
in lieu of debt repayment, failure to renew contracts and/or a
more challenging reimbursement environment could pressure the
ratings.

The rating could be upgraded if Rural/Metro improves its liquidity
profile and operational capabilities. Furthermore, organic
revenue, transportation, and EBITDA growth as well as reduction in
adjusted debt-to-EBITDA to below 5.5 times are considerations for
a ratings upgrade.

The principal methodology used in rating Rural/Metro Corporation
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.

Rural/Metro provides emergency and non-emergency medical
transportation, fire protection, airport fire rescue, and home
healthcare services in 20 states and approximately 460 communities
within the United States. The services are provided under contract
with government entities, hospitals, healthcare facilities and
other healthcare organizations. Net revenue for the twelve months
ended June 30, 2012 was approximately $645 million. Rural/Metro
was bought by Warburg Pincus in 2011.


SANTOLAYA INC.: Case Summary & 6 Unsecured Creditors
----------------------------------------------------
Debtor: Santolaya Inc.
        P.O. BOX 364701
        San Juan, PR 00936-4701

Bankruptcy Case No.: 12-07949

Chapter 11 Petition Date: October 5, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  LUGO MENDER GROUP, LLC
                  Centro Internacional De Mercadeo
                  Carr 165 Torre 1 Suite 501
                  Guaynabo, PR 00968
                  Tel: (787) 707-0404
                  E-mail: wlugo@lugomender.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its six unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb12-07949.pdf

The petition was signed by Fernando Vigil Piovanetti, president.


SIGNATURE-GORDON, LLC: Case Summary & Creditors List
----------------------------------------------------
Debtor: The Signature-Gordon, LLC
        501 Westport Avenue
        Norwalk, CT 06851

Bankruptcy Case No.: 12-51819

Chapter 11 Petition Date: October 5, 2012

Court: U.S. Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: James M. Nugent, Esq.
                  HARLOW, ADAMS, AND FRIEDMAN, P.C.
                  One New Haven Avenue, Suite 100
                  Milford, CT 06460
                  Tel: (203) 878-0661
                  Fax: (203) 878-9568
                  E-mail: jmn@quidproquo.com

Scheduled Assets: $900,000

Scheduled Liabilities: $4,119,849

A copy of the Company's list of its 17 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ctb12-51819.pdf

The petition was signed by Kevin Daley, manager.


SOLYNDRA LLC: Three Government Agencies Objecting to Plan
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that three arms of the U.S. government came out opposing
approval of the reorganization plan for Solyndra LLC.

Mr. Rochelle points out that if any of the theories from Internal
Revenue Service, the Energy Department and the U.S. Trustee gains
traction with the bankruptcy judge, the plan may fail.

Each of the objectors finds different although fatal faults in the
Chapter 11 plan.  The objections will be considered by the
bankruptcy judge in Delaware at an Oct. 17 confirmation hearing
for approval of the plan.

The IRS argued that the principal purpose of the plan is "tax
avoidance," an outcome prohibited by Section 1129(d) of the U.S.
Bankruptcy Code.  The U.S. Trustee said the plan is a liquidation
where the company isn't entitled to a discharge.  The Energy
Department argued that $29.6 million of its collateral was
consumed, preventing Solyndra from confirming a plan until it's
repaid.

The report relates the IRS explained in its court filing how
Solyndra will emerge from bankruptcy as a "shell corporation" with
no employees, no business operations and no assets aside from
almost $1 billion in tax loss carry forwards.  The IRS said the
only reason for the company to exist after bankruptcy "is to
enable its owners to exploit those tax attributes."  The IRS
contended that one of the owners valued the tax attributes as
being worth $150 million, about 20 times more than the $7 million
to $8 million the plan will pay unsecured creditors, the
government said.

The report notes that the U.S. Trustee, the Justice Department's
bankruptcy watchdog, bases opposition on another U.S. Bankruptcy
Code provision, Section 1141(d), prohibiting a company in Chapter
11 from wiping out debt if the plan is a liquidation.  Pointing to
many of the same facts utilized by the IRS, the U.S. Trustee
argued the case is a total liquidation where a discharge isn't
permitted.  If there is no discharge, the owners in practical
effect couldn't take advantage of tax advantages because creditors
could sue to recover debt not paid through the bankruptcy plan.

The Bloomberg report discloses that the Energy Department argued
that financing arrangements early in the case require replacing
$29.6 million of the government's collateral that was consumed by
operating losses during the Chapter 11 effort.

                        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.


SOLYNDRA LLC: Hit Chinese Solar Firms With Cartel Claims
--------------------------------------------------------
Scott Flaherty at Bankruptcy Law360 reports that Solyndra LLC sued
Suntech Power Holdings Co. Ltd. and two other Chinese companies in
California federal court Thursday, alleging they engaged in a
cartel that artificially lowered solar panel prices and forced
American companies to close up shop.

Solyndra -- which had received a controversial half-billion dollar
loan guarantee from the U.S. government -- alleged that Suntech,
Trina Solar Ltd. and Yingli Green Energy Holding Co. Ltd.,
conspired to fix prices and flooded the U.S. market with
artificially cheap solar panels, Bankruptcy Law360 relates.

                        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.


SOUTHEAST BANKING: Chapter 11 Case Conversion Approved
------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Southeast Banking's Chapter 11 trustee's motion to convert the
Chapter 11 reorganization case to Chapter 7 liquidation status.

The conversion motion explains, "Undeterred, the Trustee has
continued to pursue alternative investors for the past three
years, but has been unable to procure a viable alternative
investor to date. Thus, given the inability to consummate the
confirmed plan or proceed with an alternative equity infusion
transaction, the Trustee now seeks to convert this case back to
Chapter 7, as the most economical and appropriate vehicle for
final resolution of this case."  The Court appointed Jeffery Beck
as Chapter 7 trustee.

                      About Southeast Banking

Southeast Banking Corp. was the holding company of Southeast Bank,
N.A., and its sister institution, Southeast Bank of West Florida,
and the direct or indirect parent of a number of subsidiary
corporations and affiliates, active and inactive, which at various
times conducted substantial business throughout the State of
Florida and beyond.  The businesses of SEBC and its affiliates
consisted of banking, real estate investment and development,
insurance, mortgage banking, venture capital, and asset
investment.

At the time of their failure the Banks had total assets of
$10.5 billion and total deposits of $7.6 billion.  Most of the
assets were with SEBNA, which had 218 of the combined 224 branches
and all but $100 million of the assets.  Together, the two banks
had approximately 6,200 employees, operating exclusively in
Florida.

On September 20, 1991, Southeast Bank filed a voluntary petition
under Chapter 7 of the Bankruptcy Code (Bankr. S.D. Fla. Case
No. 91-14561).  Southeast Bank, N.A., was seized by federal
regulators while Southeast Bank of West Florida was seized by
state regulators on September 19, 1991.  On September 20, 1991,
SEBC's board of directors voted to authorize the filing of a
voluntary Chapter 7 petition, and then promptly resigned along
with all of SEBC's officers.

Jeffrey H. Beck was the fourth Trustee appointed in the Debtor's
liquidation proceeding.

This bankruptcy case was converted to Chapter 11 on September 17,
2007, almost sixteen years after its initial filing.


SPRINT NEXTEL: S&P Keeps 'B+' Corp Credit Rating on Watch Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB' long-term
corporate credit and senior unsecured debt ratings on Softbank
Corp. on CreditWatch with negative implications, based on the
company's announcement that it is in discussions to invest in
U.S.-based wireless service provider Sprint Nextel Corp. (B+/Watch
Pos/--). "The transaction, if it proceeds, may undermine
Softbank's financial risk profile, in our view. We will resolve
the CreditWatch status depending on the progress of the
negotiations," S&P said.

"In our view, plans by Softbank to invest substantially to expand
and upgrade its mobile network in Japan will pressure its free
operating cash flow for at least the next few years. Accordingly,
regardless of how the company finances the potential investment,
Sprint Nextel's significantly weaker financial risk profile may
materially undermine Softbank's 'intermediate' financial risk
profile, under our criteria. Sprint Nextel's financial risk
profile is 'highly leveraged' and its liquidity is 'less than
adequate.' We also expect material deficits in Sprint Nextel's
free operating cash flow over the next few years. Preliminarily,
we do not believe a potential investment would create meaningful
synergies as the two companies operate in different geographic
markets. Nor do we expect any immediate benefits to Softbank's
current business risk profile, which we currently view as
'satisfactory,'" S&P said.

"We will resolve the CreditWatch status depending on the progress
of the negotiations. Key factors for Softbank's credit quality
include the amount of the possible investment; the financial
scheme of the transaction; Sprint Nextel's position in Softbank's
global strategy; and Softbank's financial policy and its
willingness to provide financial support to Sprint Nextel,
including its outstanding debt with a change of control clause,"
S&P said.


ST. LUKE'S HOSP: S&P Withdraws 'BB-' Rating on Series 2002 Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its rating on the
Duluth Economic Development Authority, Minn.'s $48.8 million
series 2002 hospital revenue bonds issued for St. Luke's Hospital
of Duluth because the bonds were refunded by the proceeds of the
authority's series 2012 bonds. St. Luke's did not request a new
rating.

As of Standard & Poor's latest review, published March 8, 2011, on
RatingsDirect on the Global Credit Portal, its long-term rating on
St. Luke's was BB-/Stable.


STANDARD STEEL: Moody's Lifts Corp. Family Rating to 'B2'
---------------------------------------------------------
Moody's Investors Service upgraded Standard Steel LLC's ratings
including its corporate family rating ("CFR") and probability of
default ratings to B2 from B3 based on the expectation that credit
metrics will be supportive of a B2 rating level over the
intermediate term and support from its parent company, Nippon
Steel & Sumitomo Metal Corp. ("NSSMC"). The ratings outlook is
stable.

The following ratings were upgraded:

Corporate family rating, to B2 from B3

Probability of default rating, to B2 from B3

$140 million senior secured notes due 2015, to B2 (LGD-3, 48%)
from B3 (LGD-3, 48%)

Ratings Rationale

The ratings upgrade recognizes the improvement in the company's
operating performance due to a favorable product mix contributing
to the company's stronger than anticipated operating performance
during the first half of 2012 and expectation that metrics will be
supportive of a B2 CFR over the next twelve to eighteen months. In
Moody's  view, credit metrics will likely weaken moderately from
LTM levels but nevertheless remain in line with the B2 CFR.
Standard Steel's ability to sustain these credit metrics is
partially predicated on U.S. economic activity leading to
increased rail traffic in addition to the company's ability to
manage raw material cost increases through surcharges.
Furthermore, the ratings do consider that although there is no
explicit support from the company's parent, NSSMC, in the form of
a formal guarantee/assumption of Standard Steel's debt, NSSMC has
demonstrated its implicit support for Standard Steel. For example,
in late 2011, Standard Steel's secured revolving facility was
replaced by a $20 million unsecured revolver provided by its
parent on an unsecured basis. More recently, in September 2012,
NSSMC publicly announced its intention to partially finance a
meaningful capital investment in Standard Steel with the aim of
manufacturing higher-end wheels akin to those manufactured by
Sumitomo Metal's operations in Japan.

The B2 corporate family rating reflects the revenue visibility
provided by multi-year contracts with its main customers and the
degree of revenue stability contributed by the company's
aftermarket business. Nevertheless, these positive factors are
partially offset by the highly cyclical nature of the railcar
market as well as Standard Steel's customer concentration and
small revenue base. The company's adequate liquidity profile and
demonstrated parental support is expected to cover any required
investment during the growth phase of the cycle. Although near-
term maturities are nominal over the next two years, the unsecured
notes mature in 2015 and will likely need to be refinanced given
Moody's expectation for limited free cash flow after maintenance
and growth capital expenditures.

The stable outlook anticipates that Standard Steel will maintain
an adequate liquidity profile supported by positive free cash flow
generation (excluding capital expenditures beyond maintenance
capex) and metrics commensurate with a B2 rating level.

The ratings could be downgraded if the company loses key contracts
and/or customers, reports negative free cash flow after
maintenance capital expenditures or credit metrics weaken such
that debt/EBITDA trends towards 5.0 times or EBIT/interest falls
below 1.3 times.

The ratings could be upgraded if the company meaningfully
increases its revenue base and improves credit metrics such
debt/EBITDA is sustained at nearly 3.0 times and EBIT/interest
coverage above 2.5 times. A strong track record of ongoing
operational and financial support of the company's operations from
its parent could also lead to upwards rating momentum.

The principal methodology used in rating Standard Steel, LLC was
the Global Manufacturing Industry Methodology published in
December 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Standard Steel, LLC, based in Burnham, PA, manufactures forged
wheels and axles used in freight and passenger rail cars and
locomotives. Reported revenues for thetwelve months ended July 1,
2012 revenues were approximately $253 million. The company is 80%
owned by Nippon Steel & Sumitomo Metal Corp. with the remaining
20% owned by Sumitomo Corporation.


STILLWATER MINING: Debt Issuance No Impact on Moody's 'B2' Rating
-----------------------------------------------------------------
Moody's Investors Service commented that Stillwater Mining
Company's (B2 stable) proposed issuance of senior convertible
notes (unrated) is credit positive, but will not immediately
impact the company's ratings or outlook.

Stillwater Mining Company is engaged in underground mining,
smelting and refining of palladium, platinum and associated
minerals. The company's mining operations consist of the
Stillwater and East Boulder mines, which are located at the
eastern and western ends of the J-M Reef in Montana, as well as
the Marathon PGM project in Canada. Stillwater also operates a
smelter and refinery where, in addition to processing its mined
production, it recycles spent automotive catalyst materials to
recover platinum group metals (PGMs). The company had revenue of
$929 million for the last twelve month period ended June 30, 2012.


STILLWATER MINING: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Billings, Mont.-based mining operator Stillwater
Mining Co. The outlook is stable. "At the same time, we assigned
our 'B' issue-level rating (the same as the corporate credit
rating) to the company's $300 million convertible notes due 2032.
The recovery rating on the notes is '3', indicating our
expectation for meaningful (50% to 70%) recovery in the event of
payment default. We also lowered the rating on Stillwater's
existing $166.5 million convertible notes to 'B' from 'B+' and
revised the recovery rating on the notes to '3' from '2'," S&P
said.

"The rating affirmation follows Stillwater's announcement that it
has issued $300 million new convertible notes due 2032. Despite
higher pro forma debt balances, we believe credit metrics will
remain in line with the current rating, said credit analyst Megan
Johnston. "We expect the company to use the proceeds from the
issuance to repay principal that may come due under its existing
convertible notes, which can be put to the company in March 2013,
as well as for general corporate purposes. The stable outlook
reflects our expectation that Stillwater's credit metrics will
remain in line with the 'B' corporate credit rating, in spite of
higher debt and lower PGM prices. We expect the company's debt
leverage to improve to between 3x and 4x in 2013 from a range of
5x to 5.5x in 2012 because we expect the company to repay its
$166.5 million in existing convertible notes in March 2013, when
investors can put the notes back to the company. The rating is
also supported by the company's liquidity, which we deem to be
adequate," S&P said.


STRUCTURAL I COMPANY: Case Summary & 7 Unsecured Creditors
----------------------------------------------------------
Debtor: Structural I Company
        20235 N. Cave Creek Road, #104-616
        Phoenix, AZ 85024

Bankruptcy Case No.: 12-22078

Chapter 11 Petition Date: October 5, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Joseph E. Cotterman, Esq.
                  ANDANTE LAW GROUP OF DANIEL E. GARRISON,
                  4110 North Scottsdale Road, Suite 330
                  Scottsdale, AZ 85251
                  Tel: (480) 421-9449
                  Fax: (480) 522-1515
                  E-mail: joe@andantelaw.com

Scheduled Assets: $31,599

Scheduled Liabilities: $1,065,782

The petition was signed by Bret McLeod, owner.

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                       Case No.
        ------                       --------
Structural I Company Of Arizona      12-22079
  Assets: $30,098
  Liabilities: $1,065,782
Structural I Company Of California   12-22080

A copy of Structural I Company's list of its seven unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/azb12-22078.pdf

A copy of Structural I Company Of Arizona's list of its seven
largest unsecured creditors filed with the petition is available
for free at:
http://bankrupt.com/misc/azb12-22079.pdf

The petitions were signed by Chad Trott, owner.


T&A DEVELOPMENT: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------
Debtor: T&A Development, LLC
        14222 Lake Mary Jane Road
        Orlando, FL 32832

Bankruptcy Case No.: 12-13695

Chapter 11 Petition Date: October 5, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Brian D. Solomon, Esq.
                  BRIAN D. SOLOMON, P.L.
                  1311 Indiana Avenue
                  Saint Cloud, FL 34769
                  Tel: (407) 957-0077
                  Fax: (407) 641-8503
                  E-mail: bsolomon@solomon-law.com

Estimated Assets: $500,001 to $1,000,000

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

A copy of the Company's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/flmb12-13695.pdf

The petition was signed by Andrew T. Nicholls, managing member.


TC GLOBAL: Tully's Coffee Files for Chapter 11 in Seattle
---------------------------------------------------------
TC Global Inc., doing business as Tully's Coffee Shops, filed a
Chapter 11 petition (Bankr. W.D. Wash. Case No. 12-20253-KAO) on
Oct. 10, 2012.

The Debtor is represented by attorneys at Bush Strout & Kornfeld
LLP, in Seattle.

The Debtor disclosed assets of $4.9 million and debt totaling
$3.7 million, including $2.6 million in unsecured claims.

The Seattle-based chain has 57 company-owned stores and 12
franchised.  There are another 71 franchises in grocery stores,
schools and airports.  Tully's will close nine stores following
bankruptcy.

Bloomberg report discloses that Tully's sold the wholesale and
distribution business in 2009, generating $40 million that allowed
a $5.9 million distribution to shareholders.


Katy Stech and Annie Gasparro at Dow Jones' DBR Small Cap report
that the Debtor's bankruptcy filing could impact its supplier,
Green Mountain Coffee Roasters Inc.

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 545 branded retail locations globally.


TC GLOBAL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: TC Global Inc.
        dba Tully's Coffee Shops
        dba Tully's Coffee Corporation
        3100 Airport Way South
        Seattle, WA 98134

Bankruptcy Case No.: 12-20253

Chapter 11 Petition Date: October 10, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Arthur A. Shwab, Esq.
                  Christine M. Tobin-Presser, Esq.
                  Gayle E. Bush, Esq.
                  BUSH STROUT & KORNFELD LLP
                  601 Union St Ste 5000
                  Seattle, WA 98133
                  Tel: (206-292-2110
                  E-mail: ashwab@bskd.com
                          ctobin@bskd.com
                          gbush@bskd.com

Scheduled Assets: $5,907,502

Scheduled Liabilities: $3,708,649

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/wawb12-20253.pdf

The petition was signed by Scott Pearson, president and CEO.


T-L BRYWOOD: Wins Approval to Use Cash Until Oct. 31
----------------------------------------------------
T-L Brywood LLC won approval from the bankruptcy judge to use cash
collateral through Oct. 31, 2012.  In return for the Debtor's
continued interim use of cash collateral, The Private Bank and
Trust Company is granted adequate protection for its purported
secured interest, including inspection by the lender of the
Debtor's book of records, and the Debtor's maintenance of
insurance to cover all assets.

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12 , 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants. The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.


T-L BRYWOOD: Plan Filing Exclusivity Extended Until Dec. 31
-----------------------------------------------------------
T-L Brywood LLC won an extension until Dec. 31, 2012, of its
exclusive period to propose a Chapter 11 plan and until Feb. 28 of
its exclusive period to solicit acceptances of the plan.

In seeking an extension, the Debtor said that the rejection of its
global settlement proposal in its affiliated cases by the lender
without any counter-offer left the Debtor with only approximately
two weeks of remaining exclusivity to file its plan and supporting
disclosure statement.

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12 , 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants. The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.


TXU CORP: Bank Debt Trades at 25% 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 75.07 cents-on-the-dollar during the week
ended Friday, Oct. 12, an increase 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 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014, and carries
Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 199 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.


ULTERRA DRILLING: Moody's Withdraws 'Caa1' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for Ulterra
Drilling Technologies, L.P. following its acquisition by ESCO
Corporation (unrated) on August 31, 2012, which resulted in the
full repayment of Ulterra's rated debt. The ratings withdrawn are
the Caa1 Corporate Family Rating and the Caa1 rating on the
company's senior secured term loan and revolving credit
facilities.

Ratings Rationale

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

Ulterra Drilling Technologies, L.P. headquartered in Fort Worth,
Texas, manufactures, sells, rents, and distributes Polycrystalline
Diamond Compact (PDC) drill bits and stick-slip reduction tools
used in the drilling of oil and gas wells.


VERTIS HOLDINGS: Seeks Approval of Bidding, Auction Procedures
--------------------------------------------------------------
Vertis Holdings Inc. has filed papers asking the Bankruptcy Court
to establish guidelines that will govern the bidding, auction and
sale of the Debtors' assets.  Specifically, the Debtors ask the
Court to schedule (a) a deadline to submit bids for the assets,
(b) the date of the auction, and (c) the date of the hearing to
consider approval of the proposed sale of the Assets.

The Debtors also seek the Court's authority to pay Quad/Graphics
Inc. an $8 million break-up fee, and reimburse Quad for its
reasonable out-of-pocket expenses up to an aggregate amount not to
exceed $2,500,000, in the event the Debtors consummate a deal with
another buyer.

The Debtors also propose to allow their lenders to participate in
the sale by credit bidding all or any portion of their claims.

The Debtors has a $258.5 million stalking horse offer from
Quad/Graphics, which the parties negotiated pre-bankruptcy.  The
Debtors intend to sell substantially all of their assets,
including, without limitation, all equipment, machinery,
inventory, supplies, real property, software, intellectual
property, cash, and accounts receivable.  Pursuant to the stalking
horse deal, Quad/Graphics will also acquire from the Debtors all
of the Debtors' avoidance claims or causes of action (including
all rights and avoidance claims of Sellers arising under chapter
5 of the Bankruptcy Code or applicable state law) against parties
to assumed contracts, to the extent arising under or relating to
any Assumed Contract.

The Debtors said any competing offer for the assets must be at
least $15.5 million greater than Quad's Stalking Horse Bid.

According to the Debtors' court filings, their investment banker
and financial advisor Perella Weinberg Partners LP marketed the
assets for two months, soliciting expressions of interest from in
excess of 70 strategic and financial investors.  Several of the
interested parties submitted initial bids in June 2012 for
substantially all of the Debtors' assets, or specific pieces of
the Debtors' business.  After a review of the initial bids, the
Debtors, in consultation with their lenders, selected preferred
bidders and continued the sale process by providing draft sale
documents only to those selected preferred bidders.  In July 2012,
the Debtors received second round bids from the selected bidders.

Ultimately, in consultation with the lenders, the Debtors
determined that a sale of substantially all their assets would be
the most value-maximizing strategic alternative, and determined
that Quad had submitted the highest and best offer to purchase
substantially all of the Debtors' assets.

Vertis is also seeking Court approval to file certain schedules to
the Stalking Horse Agreement under seal, saying the documents
contain highly sensitive and confidential commercial information
regarding the Debtors' employees, critical information pertaining
to their customers, suppliers and accounts receivables, as well as
other operational and financial information.  Vertis also proposes
to file with the Court under seal an alphabetized list of
counterparites to contracts that the Debtros will assume as part
of the asset sale.

Vertis is also keeping under wraps a fee letter, pursuant to which
the Debtors agreed to pay certain non-refundable fees to General
Electric Capital Corporation, as agent under the $150 million DIP
financing facility.  Vertis said the Fee Letter cannot be
disclosed to the public as it contains sensitive and confidential
information.  GECC has required that the Fee Letter be filed under
seal.

                            About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

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.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised 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 Debtors' claims agent.

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 first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of 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%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.


VERTIS HOLDINGS: Wants Schedules Filing Deadline Moved to Dec. 10
-----------------------------------------------------------------
Vertis Holdings Inc. asks the Bankruptcy Court to extend the
Debtors' deadline to file schedules of assets and liabilities and
statement of financial affairs through and including Dec. 10.

Under 11 U.S.C. Sec. 521 and Fed.R.Bankr.P. 1007, the Debtors are
required to file their schedules and statements within 14 days of
the petition date.  Delaware Local Rule 1007-1(b) automatically
extends that deadline to 30 days after the petition date if the
Debtors file a list of creditors with their petitions that
includes more than 200 creditors, which Vertis has done so.

Bankruptcy Rule 1007(c) provides that an extension of the
schedules filing deadline may be granted for cause shown.

Vertis said the Debtors are not in a position to file the
documents by the present deadline given the amount of work
entailed in completing the schedules and statements, and the
competing demands upon the Debtor's personnel to address critical
operational matters during the initial postpetition period.

                            About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

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.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised 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 Debtors' claims agent.

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 first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of 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%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.


VERTIS HOLDINGS: Can Hire Kurtzman Carson as Claims Agent
---------------------------------------------------------
Vertis Holdings Inc. and its debtor subsidiaries sought and
obtained Bankruptcy Court permission to employ Kurtzman Carson
Consultants LLC as their claims and noticing agent.

The Debtors require the assistance of a claims and noticing agent.
The Debtors have thousands of potential creditors and other
parties-in-interest in their Chapter 11 cases.  Although the
Office of the Clerk of the United States Bankruptcy Court
ordinarly would serve notices on the creditors and other
interested parties, and administer claims against the Debtors,
Vertis said the clerk's office may not have the resources to
undertake those tasks, in light of the size of the Debtors'
creditor body and the expedited timelines that frequently arise in
Chapter 11 cases.

The Debtors have paid KCC a $50,000 retainer prior to the
bankruptc filing.  The Debtors also have agreed to indemnify the
firm.

Albert Kass, KCC's Vice President of Corporate Restructuring
Services, attests that KCC is a "disinterested person" as that
term is defined in 11 U.S.C. Sec. 101(14).

                            About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

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.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised 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 Debtors' claims agent.

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 first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of 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%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.


VERTIS HOLDINGS: Sec. 341 Creditors' Meeting Set for Nov. 19
------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a Meeting of Creditors
under 11 U.S.C. Section 341 in the Chapter 11 cases of Vertis
Holdings Inc. and its debtor subsidiaries on Nov. 19, 2012, at
10:00 a.m. at the J. Caleb Boggs Federal Building, 2nd Floor, Room
2112, 844 King Street, in Wilmington.

                       About Vertis Holdings

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

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.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised 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 Debtors' claims agent.

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 first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of 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%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.


VERTIS HOLDINGS: Court Approves First Day Motions
-------------------------------------------------
Vertis Holdings, Inc. disclosed that it has received approval from
the United States Bankruptcy Court for the District of Delaware
for a series of First Day Motions, which collectively will enable
the Company to continue operating its business as usual as it
completes its Chapter 11 case and works toward the anticipated
sale to Quad/Graphics.  Vertis has the support of its lenders with
respect to the sale to Quad/Graphics.

Permissions granted by the Court during Vertis' first day motions
hearing include the following:

   -- Access to the $150 million in new debtor-in-possession
      financing from a group of lenders led by GE Capital,
      Restructuring Finance.  Based on this continued support from
      its ABL lenders led by GE Capital, Vertis has ample
      liquidity to operate its businesses throughout the sale
      process.

   -- Continued use of the Company's existing bank accounts to
      collect and make payments as usual, including all ordinary
      course payments for goods and services delivered by
      suppliers after the October 10th filing.

   -- Authority to continue client programs as usual, including
      the Direct Mail Postage Program, the Media Placement Payment
      Program and other sales incentives.

   -- Authority to pay employees' wages and benefits, including
      commissions and other compensation, repayment for
      reimbursable business expenses, vacation, sick leave,
      personal time off, leaves of absence, healthcare, insurance
      and welfare benefits.

"The prompt approval of our first day motions is a significant
milestone in our Chapter 11 process, which helps to ensures we are
able to continue to compete effectively in all areas, deliver on
the commitments we made to our clients, maintain our relationships
with suppliers and pay our employees for the great work that they
do," said Gerald Sokol, Jr., Chief Executive Officer.  "In short,
the Court's action ensures that we will be able to continue to
operate our business with confidence as we work to achieve a
strong future for all those who depend on Vertis."

As previously announced on Oct. 10, 2012, Vertis and Quad/Graphics
have executed an agreement through which Quad/Graphics will
acquire substantially all of the assets comprising Vertis'
businesses.  To facilitate the intended sale, Vertis, along with
its subsidiaries, filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code and, at the same
time, filed documents seeking the Bankruptcy Court's approval of
the proposed sale to Quad/Graphics.  The agreement with
Quad/Graphics comprises the 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.

                       About Vertis Holdings

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

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.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised 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 Debtors' claims agent.

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 first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of 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%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.


VERTIS HOLDINGS: Meeting to Form Creditors' Panel Set for Oct. 19
-----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Oct. 19, 2012, at 10:00 a.m. in
the bankruptcy cases of Vertis Holdings, Inc., and its debtor-
affiliates.  The meeting will be held at:

         Hotel DuPont
         11th & King Streets
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.


WASTE INDUSTRIES: Moody's Affirms 'B1' CFR/PDR; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family and
Probability of Default ratings of Waste Industries USA, Inc. at
B1. The rating action follows the company's announced bank
facility's covenant amendment which is geared to allowing higher
financial leverage in order to provide WI with greater acquisition
flexibility. The negative outlook considers that the less
restrictive covenants could increase financial risk and drive the
company's financial profile to a level inconsistent with the B1
ratings. Moody's also revised its LGD estimate for WI's credit
facility to 49 from 45.

The B1 CFR rating is driven by WI's strong market share in the
Southeastern United States markets served by company's municipal
solid waste (MSW) collection and disposal services. This strong
competitive position has supported the company's EBITDA margins
which have been modestly higher than the average rated MSW peer.
Recent performance has been weaker, though all rated MSW companies
have reported operational weakness. Moody's adjusted leverage has
remained in the 4.1-4.4x range since the rating was assigned in
February 2011 as acquisitions were funded with a mix of free cash
flow and debt. However, the company is amending its credit
facility with stated goal of increasing acquisition flexibility to
take advantage of numerous opportunities. The expected increase in
debt leverage to fund these activities represents a departure from
Moody's understanding of WI's risk tolerance and raises concern
leverage may exceed the level consistent with the B1 rating as the
leverage covenant remains at 5.25x during the forecast period.

Maintenance of leverage at or below 4.5x and improvement of the
MSW operating environment could lead to the outlook returning to
stable.

Reduction in leverage to the mid 3x and free cash flow to debt
improving to 10% could lead to positive rating momentum. This
scenario seems unlikely in the term given the company's
acquisition appetite. Leverage increasing to 5x or EBIT interest
coverage deteriorating to 1.5x could lead to negative rating
momentum.

The company has good liquidity and is expected to maintain it even
if the company materially increases revolver funded acquisition
activity, a reflection of the size of the facility relative to the
company's asset base.

The principal methodology used in rating Waste Industries Inc. was
the Solid Waste Management Industry Methodology published in
February 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.


* Moody's Says Red State Real Estate Markets See Strong Recovery
----------------------------------------------------------------
Commercial real estate prices in the political red states have
recovered more robustly than have those in blue states in the
aftermath of the financial crisis, says Moody's Investors Service
in the report "Moody's/RCA CPPI: Blue States Set the Pace Since
2000, Red States See Stronger Post-Crisis Recovery." Overall since
2000, however, prices have gained more in the blue states than
they have in the red states.

Moody's looked at the real estate price trends for the states for
which it had sufficient data to index and grouped them as blue,
red or swing based on recent electoral polls.

"The blue states have outpaced red states overall since December
2000, but the red states have outpaced the blue states since the
late 2009 trough in prices," says Tad Philipp, Moody's Director of
CMBS Research. "Looking at the states individually, New York is
the clear leader among the large blue states as it approaches a
new peak in prices."

Since 2000, Texas has set the pace for commercial real estate
prices among the large red states, as Virginia has among the swing
states.

Overall, the Moody's/RCA Commercial Property Price Indices
national all-property composite indicates that price growth in
commercial real estate has effectively stalled, with gains of only
0.2% in August, and 0.1% in the past three months.

Over the last three months, the central business district office
(CBD) sector has been the best performer among the core commercial
property sectors, with prices up 1.2%. Retail has been the weakest
performer, down 1.6% over the same time period.

Over the last three months, the non-major markets gained 2.4%,
while the major markets declined 2.4%.

Moody's notes that apartments in major markets have fully
recovered their 23% peak-to-trough loss. Their strong recent
performance reflects that sector's healthy fundamentals and
abundant liquidity. The next best performer, CBD office in major
markets, is 12% below its peak.

Composed of a suite of 20 indices, the Moody's/RCA Commercial
Property Price Indices is a series that measures price changes in
US commercial real estate through advanced repeat-sale regression
(RSR) analytics. The indices use transaction data from Real
Capital Analytics (RCA) and a methodology developed by David
Geltner, a professor at MIT, in conjunction with Moody's and RCA.


* Moody's Says Corporate Optimism Tempers Economic Nervousness
--------------------------------------------------------------
Small shifts in the outlooks of non-financial corporate industries
in the third quarter of 2012 reflected some stray causes of
optimism amid a larger picture of global economic nervousness,
Moody's Investors Service says in a new report, "US Homebuilding
and Wireless Improve but Steel and Base Metals Struggle."

"Stable outlooks continue to dominate in the non-financial
corporate sectors, though the percentage of sectors with stable
business conditions fell to 66% in the third quarter from 69% in
the second," says the report's author, Mark Gray, Managing
Director of Moody's Corporate Finance.

Moody's industry outlooks reflect the rating agency's expectations
for business conditions in a given non-financial corporate
industry over the next 12--18 months. A stable outlook indicates
that conditions for an industry are flat, or that it will
experience only minimal improvement or decline over the near term.

Only six of the 58 sectors Moody's tracks had positive outlooks at
the end of the third quarter, up from five at the end of the
second. But the roster of negative outlooks also rose, to 14 from
13 as of 30 June 2012.

"The very small positive uptick in the third quarter reveals that
significant improvement in the global economy looks unlikely in
2013, with Europe, Asia and the US remaining areas of concern,"
Gray says.

Of the seven industry outlooks Moody's changed during the third
quarter of 2012, three improved and four weakened. Moody's changed
its outlook for the US Homebuilding industry to positive during
the quarter, reflecting the beginning of a recovery from prolonged
weak demand and high inventories. The rating agency also changed
its outlook for the US Wireless sector to positive, based on a
steady increase in EBITDA and the moderation of capital spending
at AT&T Mobility and Verizon Wireless.

Meanwhile, Moody's changed its outlook for both the Global Base
Metals and US Steel sectors to negative during the third quarter.
Producers of base metals experienced falling prices, and a slowing
Chinese economy and European economic weakness failed to prop up
demand for aluminum, copper, nickel and zinc. US steelmakers
struggled with reduced purchasing levels at home, along with
economic cooling in China and weakening in Europe.


* Rooker-Feldman Doesn't Apply to Post-Bankruptcy Judgment
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that if a state court hands down a judgment after
bankruptcy was filed, the Rooker-Feldman doctrine doesn't apply,
according to an Oct. 10 opinion from the U.S. Court of Appeals in
Cincinnati.

According to the report, the case involved an unmarried father and
mother in a child-support dispute.  The state court awarded the
mother $100,000 in attorneys' fees.  Soon after, the father filed
for bankruptcy.  The mother sought to enforce the award in state
court, contending the support obligation was non-dischargeable in
the father's bankruptcy.  With the bankruptcy pending, the state
court ruled that the award wasn't discharged.

The report relates that back in bankruptcy court, the father
argued that the debt didn't come within the definition of support
obligations not discharged in bankruptcy.  Both the bankruptcy
court and the district court on appeal decided they had no
jurisdiction to decide the issue under Rooker-Feldman because the
question was already decided in state court.  Rooker-Feldman is a
doctrine named for two cases from the U.S. Supreme Court.  In a
proper case, it prevents a federal court from undoing the judgment
of a state court.

The report notes that in a nine-page opinion, U.S. Circuit Judge
Circuit Judge Jeffrey S. Sutton disagreed on the Rooker-Feldman
issue.  He said the doctrine applies "only when the state court
loser files a new lawsuit in federal court after the state court
adversely rules."  Because the bankruptcy began before the crucial
ruling in state court, Sutton said that entry of the state court
judgment didn't "divest the federal courts of jurisdiction."

The Bloomberg report discloses that the father nonetheless lost on
the money question.  Judge Sutton looked to Michigan law and
concluded that the award of attorneys' fees was in the nature of
support and therefore not dischargeable in bankruptcy.

The case is Rugiero v. DiNardo (In re Rugiero), 11-2339, U.S.
Court of Appeals for the Sixth Circuit (Cincinnati).


* Akin Gump Adds Seven-Partner Team to Dallas Office
----------------------------------------------------
Akin Gump Strauss Hauer & Feld LLP is pleased to announce that a
seven-partner team will be joining the firm's Dallas office. Soon
to join the firm's corporate practice are Tom Yang, Garrett
DeVries and Matt Zmigrosky, who will continue their focus on
strategic mergers and acquisitions, capital markets and
securities, including private equity transactions. Soon to join
the firm's litigation practice are Marty Brimmage Jr., Mike
Warnecke, Arnold Spencer and Sarah Teachout, who will continue
their focus on white collar, government investigations, antitrust,
false claims matters, bankruptcy litigation and commercial
litigation. All seven are partners in the Dallas office of Haynes
and Boone, LLP.

"This is an extraordinary group of lawyers entering the prime of
their careers. Their arrival will be a tremendous step forward for
Akin Gump in Dallas and will greatly enhance our core strengths in
corporate and litigation work," stated firm chairman Bruce McLean.
"It is a rare opportunity to welcome a top-tier team with such a
broad range of skills to our firm, and I'm thrilled that they will
be joining us."

Added Ken Menges, co-head of Akin Gump's firmwide corporate
practice and partner in charge of its Dallas office, "The Dallas
market is a critical hub of activity for many of our clients, and
it is crucial to be able to provide them with robust levels of
service across the areas that are key to their businesses. The
addition of this team will greatly enhance our service offerings.
Marty, Garrett, Arnold, Sarah, Mike, Tom and Matt are a truly
accomplished team, and both our firm and our clients will benefit
immensely from their arrival."

                          About the Team

Marty L. Brimmage Jr. has a diverse commercial litigation,
bankruptcy litigation and trial practice. Licensed in both Texas
and New York, Mr. Brimmage has tried cases in both federal and
state courts and in arbitration proceedings all over Texas and
throughout the country. Mr. Brimmage has experience representing
plaintiffs and defendants in complex business litigation matters
and debtors, secured lenders, creditor committees and equity
holders in a wide range of bankruptcy-related matters. After
receiving his J.D. from the University of Houston, cum laude, he
served as the law clerk for the Honorable Robert C. McGuire, Chief
Bankruptcy Judge for the Northern District of Texas. Prior to
that, he received his M.B.A. from the University of North Texas,
magna cum laude, and his B.B.A. from the University of North
Texas, magna cum laude.

Garrett A. DeVries focuses his practice on capital markets,
securities and M&A and has completed transactions and represented
clients in a broad range of matters and industries. Mr. DeVries
serves as lead corporate securities counsel for a number of public
companies and has an extensive track record handling capital
raising and strategic M&A matters. A frequent author on corporate
topics, Mr. DeVries has been involved in the ABA Negotiated
Acquisitions Committee task forces on revisions to the ABA Model
Stock Purchase Agreement as well as the ABA Federal Regulation of
Securities Committee. Mr. DeVries received his J.D. from the
University of Chicago and his B.S. in management from the Georgia
Institute of Technology, with highest honors.

Arnold Spencer concentrates his practice on defending white collar
grand jury investigations and criminal prosecutions and has
successfully defended several companies and executives accused of
fraud and financial mismanagement. Mr. Spencer is a former
Assistant United States Attorney, where he prosecuted cases
involving significant corporate fraud and misconduct, including
securities and financial fraud, money laundering, environmental
crimes, public corruption, health care fraud, computer crimes and
immigration fraud. He has appeared before every district court
judge in the Eastern District of Texas. Mr. Spencer received the
John Marshall Award, the highest award presented to a Justice
Department attorney for contributions and excellence in legal
performance, for his work with the Environmental Crimes Section.
Before embarking on a career in law, Mr. Spencer gained extensive
experience with securities and financial institutions as an
investment banker. Mr. Spencer received his J.D. from the
University of Texas at Austin School of Law and his B.A. from
Amherst College, cum laude.

Sarah Teachout focuses her practice on the defense of corporations
and executives in complex civil and criminal cases, internal
corporate investigations and government investigations. Ms.
Teachout has extensive experience defending companies in False
Claims Act cases brought by qui tam relators or the Department of
Justice. She has successfully litigated FCA cases in district and
appellate courts involving health care, defense procurement,
energy, education and federal grant fraud. Ms. Teachout has
written and spoken on a wide variety of topics, with a focus on
False Claims Act investigations and litigation, and has also
served as an adjunct professor of environmental law at Texas
Christian University. Ms. Teachout received her J.D. from Harvard
Law School, cum laude, and her B.A. from the University of Iowa,
with highest distinction.

A. Michael Warnecke is an experienced litigator who represents
clients in a broad range of internal investigations, criminal
matters, civil litigation and similar "bet the company" matters.
Mr. Warnecke maintains a particular focus in representing clients,
both national and global, in matters related to government
investigations and prosecutions. Mr. Warnecke is an active member
of The Sedona Conference, the nation's premier eDiscovery think
tank, and consults regarding electronic discovery and information
management issues. He is a senior editor of the recently published
The Sedona Conference Cooperation Guidance for Litigators & In-
House Counsel (2011) and is a co-author of State Antitrust
Practice and Statutes, Ch. 48, (Texas), ABA Section of Antitrust
Law ed., 4th ed. 2009. Mr. Warnecke received his J.D. from the
University of Texas at Austin School of Law, with honors, and his
A.B. from Dartmouth College, magna cum laude.

Thomas H. Yang represents clients in matters related to strategic
mergers and acquisitions, capital markets and securities,
including a particular focus in private equity M&A. Mr. Yang is
the recipient of a number of regional and industry recognitions,
including his selections, both in 2011, as one of six top M&A
dealmakers by Dallas Business Journal and by D Magazine as one of
the best corporate lawyers in Dallas. Mr. Yang is active in the
Asian-American community and is a former president of the Dallas
Asian-American Bar Association. He received his J.D. from Columbia
University in the City of New York and his B.A. from Columbia
University in the City of New York.

P. Matt Zmigrosky has significant experience representing
companies and private equity firms on transactional matters,
including mergers, acquisitions, venture capital/private equity
investments, distressed M&A transactions, reorganizations and
other strategic transactions in a broad range of industries. Mr.
Zmigrosky is a member of the working group that compiles the
widely recognized "Deal Points Study," a study of negotiated M&A
terms that has been adopted by the Committee on Mergers and
Acquisitions of the American Bar Association. He received his J.D.
from Southern Methodist University Dedman School of Law, cum
laude, and his B.S.M. from Tulane University, cum laude.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                             Total
                                             Share      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company         Ticker           ($MM)      ($MM)      ($MM)
  -------         ------         ------   --------    -------
AK STEEL HLDG     AKS US        3,901.0     (360.6)     129.6
AMC NETWORKS-A    AMCX US       2,173.4     (959.1)     542.5
AMER AXLE & MFG   AXL US        2,441.2     (394.7)     169.7
AMER RESTAUR-LP   ICTPU US         33.5       (4.0)      (6.2)
AMERISTAR CASINO  ASCA US       2,058.5      (28.0)      42.5
AMYLIN PHARMACEU  AMLN US       1,998.7      (42.4)     263.0
ATLATSA RESOURCE  ATL SJ          886.5     (270.4)      21.8
AUTOZONE INC      AZO US        6,265.6   (1,548.0)    (676.6)
BOSTON PIZZA R-U  BPF-U CN        162.9      (92.3)      (0.3)
CABLEVISION SY-A  CVC US        6,991.7   (5,641.6)    (286.1)
CAPMARK FINANCIA  CPMK US      20,085.1     (933.1)       -
CHENIERE ENERGY   CQP US        1,873.0     (442.2)     117.0
CHOICE HOTELS     CHH US          857.7      (11.2)     402.1
CIENA CORP        CIEN US       1,915.3      (60.3)     710.4
CINCINNATI BELL   CBB US        2,702.7     (696.2)     (52.8)
CLOROX CO         CLX US        4,355.0     (135.0)    (685.0)
DEAN FOODS CO     DF US         5,553.1       (3.1)     185.6
DELTA AIR LI      DAL US       44,720.0   (1,135.0)  (6,236.0)
DENNY'S CORP      DENN US         328.9       (2.8)     (20.3)
DIRECTV           DTV US       19,632.0   (4,045.0)     520.0
DOMINO'S PIZZA    DPZ US          424.6   (1,369.1)      52.9
ELOQUA INC        ELOQ US          37.5       (9.6)     (14.2)
FERRELLGAS-LP     FGP US        1,397.3      (27.5)     (50.9)
FIESTA RESTAURAN  FRGI US         286.0        2.6      (14.7)
FIFTH & PACIFIC   FNP US          900.5     (175.5)     130.9
FREESCALE SEMICO  FSL US        3,499.0   (4,498.0)   1,374.0
GENCORP INC       GY US           908.1     (164.3)      48.1
GLG PARTNERS INC  GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US        400.0     (285.6)     156.9
GOLD RESERVE INC  GRZ US           78.3      (25.8)      56.9
GOLD RESERVE INC  GRZ CN           78.3      (25.8)      56.9
GRAHAM PACKAGING  GRM US        2,947.5     (520.8)     298.5
HAWAIIAN HOLDING  HA US         1,859.7      (21.2)     (70.0)
HCA HOLDINGS INC  HCA US       27,132.0   (6,943.0)   1,690.0
HOVNANIAN ENT-A   HOV US        1,624.8     (404.2)     881.0
HUGHES TELEMATIC  HUTCU US        110.2     (101.6)    (113.8)
HUGHES TELEMATIC  HUTC US         110.2     (101.6)    (113.8)
HYPERION THERAPE  HPTX US           9.6      (41.8)     (31.4)
INCYTE CORP       INCY US         312.0     (217.2)     154.4
INFINITY PHARMAC  INFI US         113.0       (3.4)      70.2
INTERCEPT PHARMA  ICPT US          12.1       (9.4)       6.1
IPCS INC          IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU  JE US         1,583.6     (245.9)    (227.2)
JUST ENERGY GROU  JE CN         1,583.6     (245.9)    (227.2)
LIMITED BRANDS    LTD US        6,589.0     (245.0)   1,316.0
LIN TV CORP-CL A  TVL US          839.2      (51.8)      52.7
LORILLARD INC     LO US         2,576.0   (1,568.0)     881.0
MARRIOTT INTL-A   MAR US        5,865.0   (1,296.0)  (1,532.0)
MERITOR INC       MTOR US       2,555.0     (933.0)     279.0
MONEYGRAM INTERN  MGI US        5,185.1     (116.1)     (35.3)
MORGANS HOTEL GR  MHGC US         545.9     (110.1)      (7.0)
MPG OFFICE TRUST  MPG US        2,061.5     (827.9)       -
NATIONAL CINEMED  NCMI US         794.2     (354.5)      95.8
NAVISTAR INTL     NAV US       11,143.0     (358.0)   1,585.0
NB MANUFACTURING  NBMF US           2.4       (0.0)      (0.5)
NEXSTAR BROADC-A  NXST US         566.3     (170.6)      40.2
NPS PHARM INC     NPSP US         186.9      (45.3)     130.3
NYMOX PHARMACEUT  NYMX US           2.7       (7.7)      (0.9)
ODYSSEY MARINE    OMEX US          22.4      (29.3)     (26.9)
OMEROS CORP       OMER US          10.1      (20.5)      (8.7)
PALM INC          PALM US       1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US         259.8     (161.1)     144.3
PERFORMANT FINAN  PFMT US         198.3       (4.2)      17.3
PLAYBOY ENTERP-A  PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US          165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US          208.0      (91.7)       3.6
QUALITY DISTRIBU  QLTY US         454.5      (29.8)      60.7
REALOGY HOLDINGS  RLGY US       7,822.0   (1,721.0)    (484.0)
REGAL ENTERTAI-A  RGC US        2,306.3     (542.3)      62.5
RENAISSANCE LEA   RLRN US          57.0      (28.2)     (31.4)
REVLON INC-A      REV US        1,173.9     (665.6)     177.8
RURAL/METRO CORP  RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US        1,813.5     (202.0)     449.5
SHUTTERSTOCK INC  SSTK US          30.2      (29.6)     (33.4)
SINCLAIR BROAD-A  SBGI US       2,160.2      (66.3)      (1.4)
TAUBMAN CENTERS   TCO US        3,096.1     (295.3)       -
TEMPUR-PEDIC INT  TPX US          865.5      (12.1)     258.9
THRESHOLD PHARMA  THLD US          86.3      (51.4)      71.2
UNISYS CORP       UIS US        2,397.9   (1,190.0)     463.1
VECTOR GROUP LTD  VGR US          885.7     (119.5)     248.2
VERISIGN INC      VRSN US       1,942.0      (59.2)     858.0
VIRGIN MOBILE-A   VM US           307.4     (244.2)    (138.3)
VRINGO INC        VRNG US           3.7       (1.4)       2.1
WEIGHT WATCHERS   WTW US        1,193.6   (1,784.6)    (259.9)



                            *********


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.

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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.


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