TCR_Public/121018.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, October 18, 2012, Vol. 16, No. 290

                            Headlines

11820 DEL PUEBLO: El Monte, Calif. Shopping Complex in Chapter 11
1555 WABASH: Hearing on Plan Disclosures Scheduled for Oct. 31
17315 COLLINS: Can Continue Using Cash Collateral Until Dec. 31
17315 COLLINS: Plan Outline Hearing Continued Until Oct. 22
400 EAST 51ST: Sec. 341 Creditors' Meeting Set for Nov. 13

86 GREENLEAF: Case Summary & 6 Unsecured Creditors
A123 SYSTEMS: Files for Ch. 11 to Sell to Johnson Controls
A123 SYSTEMS: Case Summary & 30 Largest Unsecured Creditors
ACCENTIA BIOPHARMACEUTICALS: Grants Corps Real New 5.5MM Warrant
AFC ENTERPRISES: Popeyes to Buy 28 Restaurants in Bankruptcy

ALERIS INT'L: Moody's Lowers CFR/PDR to 'B1'; Outlook Stable
AMERICAN DIAGNOSTIC: Reorganization Plan Declared Effective
AMERICAN ENERGY: Incurs $109,000 Net Loss in Fiscal 2012
AMERICAN REALTY: Can Employ McKenna Long & Aldridge as Counsel
APEX KATY: U.S. Trustee Unable to Form Committee

AUDIO VISUAL SERVICES: S&P Assigns 'B' Corp. Credit Rating
AURA SYSTEMS: Incurs $3.3 Million Net Loss in Aug. 31 Quarter
AUSTRALIA ACQUISITION: NASDAQ Affirms Delisting Determination
AZURE DYNAMICS: Assets to Be Sold Via Global Online Auction
BEALL CORP: Tank Maker Seeks to Auction Assets Next Month
BEAZER HOMES: Highbridge Capital Discloses 5.3% Equity Stake

BEST UNION: Has Authority to Use Bank of China's Cash
BEST UNION: Court OKs Sabaratnam & Associates as Counsel
BIOVEST INTERNATIONAL: Corps Real Invests Additional $708,000
BLUEJAY PROPERTIES: Hearing on Cash Use Continued to Oct. 26
BLUEJAY PROPERTIES: Hiring Stumbo Hanson as Bankruptcy Counsel

BLUEJAY PROPERTIES: Sec. 341 Creditors' Meeting on Nov. 5
BOOZ ALLEN: DSES Acquisition No Impact on Moody's 'Ba3' CFR
CAPITOL BANCORP: Plan Outline Hearing Adjourned to Dec. 4
CASTAIC PARTNERS: Withdraws Application to Employ Marguiles
CENTRAL COVENTRY FIRE: Attorney Is Interim Special Master

CENTRO IMAGENES: Case Summary & 17 Largest Unsecured Creditors
CHARTERED HEALTH PLAN: Regulators May Place Firm in Receivership
CIRCUS AND ELDORADO: Reaches Agreement With Noteholders
CNH CAPITAL: Moody's Assigns 'Ba2' Rating to $500MM Note Issue
CNH CAPITAL: S&P Assigns 'BB' Rating on $500M Sr. Unsecured Notes

CROSS ISLAND: Plan Solicitation Exclusivity Extended Dec. 31
CSD, LLC: Case Summary & 20 Largest Unsecured Creditors
CSD LLC: Still Unopened Wayne Newton Museum in Chapter 11
CSG SYSTEMS: S&P Assigns 'BB' Corp. Credit Rating; Outlook Stable
DEWEY & LEBOEUF: Hiring Ernst & Young as Tax Services Provider

DEWHURST CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
EAST END: Case Summary & 20 Largest Unsecured Creditors
EAST END DEV'T: Unfinished Condo in Sag Harbor Files Chapter 11
EASTERN LIVESTOCK: Robert M. Fishman Authorized as Mediator
EASTMAN KODAK: In Talks With Creditors on Financing, Exclusivity

EDIETS.COM INC: CEO & Pres. Quits; COO Assumes Both Roles
EGPI FIRECREEK: Fife Trading Discloses 8.3% Equity Stake
ELITE PHARMACEUTICALS: Phentermine Capsules OK'd; Launch Delayed
FAIRFAX FINANCIAL: Fitch Holds Low-B Rating on Five Share Classes
FIRSTFED FINANCIAL: Court OKs Reorg. Plan with Modifications

FLETCHER GRANITE: U.S. Trustee Seeks Chapter 7 Case Conversion
FLETCHER INT'L: Chapter 11 Trustee Taps Luksin Stern as Counsel
GENERAL MOTORS: Court Rules on Valuation of TPC Properties
GHC NY: 55 Gans Lender and Gerald Romanoff Seek Case Dismissal
GILA COUNTY: Voluntary Chapter 11 Case Summary

GREENSPACE, INC.: Voluntary Chapter 11 Case Summary
GREYSTONE LOGISTICS: Posts $966,000 Net Income in Aug. 31 Qtr.
GUAM WATERWORKS: Fitch Affirms 'BB' Rating on $209-Mil. Bonds
H&N LANDSCAPE: Voluntary Chapter 11 Case Summary
HCA INC: Fitch Assigns Low-B Rating on Proposed $2-Bil. Notes

HCA INC: Moody's Assigns 'Ba3' Rating to Senior Secured Notes
HCA INC: S&P Assigns 'BB' Rating on $1-Bil. Senior Secured Notes
HIGH PLAINS: Hires Stark Schenkein as Accountant
HOLDINGS OF EVANS: Resolves U.S. Trustee Bid for Case Dismissal
HOSTESS BRANDS: Hearing on Plan Disclosures Slated for Nov. 29

IDEARC INC: Verizon Exec Defends Spinoff in U.S. Bank Trial
IFR PETROLEUM: Case Summary & 12 Unsecured Creditors
INERGY LP: Moody's Withdraws 'Ba2' Corporate Family Rating
INTEGRATED BIOPHARMA: Incurs $2.7-Mil. Net Loss in Fiscal 2012
J&J DEVELOPMENTS: Court Approves CB Richard Ellis as Realtor

JACOBS FINANCIAL: Delays Aug. 31 Quarterly Report
JCK HOTELS: Plan Confirmation Hearing Today
KEMET CORP: S&P Revises Outlook on 'B+' CCR on Lower Profitability
KGB: Moody's Cuts Corp. Family Rating to 'B2'; Outlook Stable
KINGS HOLDINGS: Case Summary & 20 Largest Unsecured Creditors

LANTERN PARTNERS: Hires Cassidy Turley as Real Estate Broker
LEAR CORP: Asks Judge to Block Car Parts Price-Fixing Suit
LEMMA INSURANCE: A.M. Best Lowers Issuer Credit Rating to 'bb'
MAMMOTH LAKES, CA: Mulls Post-Bankruptcy Cuts
MMH INC: Case Summary & 11 Unsecured Creditors

MSR RESORT: Midland Says It Didn't 'Bully' Resorts Into Sale
MUNICIPAL CORRECTIONS: Oct. 22 Hearing on Appointment of Trustee
MUNICIPAL CORRECTIONS: Taps James Bates for Ad Valorem Assessment
NATURAL PORK: Committee Seeks to Retain SugarFGH as Counsel
NATURAL PORK: IC Committee Seeks Appointment of Ch.11 Trustee

NEENAH PAPER: Bond Redemption No Impact on Moody's 'Ba3' Rating
NEW PEOPLES: Extends Common Stock Public Offering Until Nov. 30
NEWNAN HOUSING: S&P Cuts Rating on Housing Revenue Bonds to 'BB-'
OAKLAND POLICE: Monitor Finds Reforms Regressing
ODYSSEY PICTURES: Reports $34,700 Net Income in Fiscal 2012

PATRIOT COAL: Committee Challenge Period Extended Until Dec. 3
PENNFIELD CORP: To Hold Auction, Sale of Grain Biz in November
PENNFIELD CORP: Taps Maschmeyer Karalis as Chapter 11 Counsel
PENNFIELD CORP: Hiring Lakeshore as Investment Banker
PENNFIELD CORP: Skadden Arps to Represent Special Committee

PICCADILLY RESTAURANTS: Has Until Oct. 28 to File Schedules
PICCADILLY RESTAURANTS: Jones Walker Interim Okayed as Counsel
PICCADILLY RESTAURANTS: Taps Postlethwaite as Independent Auditors
PICCADILLY RESTAURANTS: Wants to Hire BMC Group as Claims Agent
PICCADILLY RESTAURANTS: Wants to Hire J. Cornish as Consultant

PINNACLE AIRLINES: Seeks to Ditch Pilot Contract
PLYMOUTH OIL: Amends Schedules of Assets and Liabilities
PRECISION OPTICS: Reports $960,900 Net Income in Fiscal 2012
PRECISION OPTICS: MHW Entities Disclose 5.5% Equity Stake
QUIKSILVER INC: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Neg

RESIDENTIAL CAPITAL: Seeks to Amend $1.4-Bil. DIP Facility
RESIDENTIAL CAPITAL: Ally Worries Sale May Impede Mortgage Deal
RESIDENTIAL CAPITAL: Responds to RMBS Pre-Auction Objections
RESIDENTIAL CAPITAL: Makes Second Attempt on Bonus Plan
RESIDENTIAL CAPITAL: Wins OK to Reimburse Directors' Costs

RESIDENTIAL CAPITAL: Steering Committee Supports Approval of Deal
RG STEEL: Has Final Authority to Access Cash Collateral
RG STEEL: Asks Bankr. Court to Take Judicial Notice of OIC Order
SCIENTIFIC LEARNING: Receives Delisting Notice From NASDAQ
SERVICEMASTER CO: Moody's Says Unit Pres. Resignation Credit Neg

SHEARER'S FOODS: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
SIGNATURE STATION: Files for Chapter 11 in Atlanta
SIGNATURE STATION: Case Summary & 8 Largest Unsecured Creditors
SOLYNDRA LLC: U.S. Demands Tax Break Docs Before Key Hearing
SOUTHERN AIR: Hires Young Conaway as Attorneys

SPORTSMAN'S WAREHOUSE: Moody's Rates $145MM Sr. Secured Loan 'B3'
SPORTSMAN'S WAREHOUSE: S&P Assigns 'B' Corp. Credit Rating
SPRINT NEXTEL: SoftBank to Acquire 70% in Sprint for $20 Billion
SPRINT NEXTEL: Fitch Puts Low-B Ratings on Notes on Watch Positive
SPRINT NEXTEL: S&P Keeps 'B+' CCR on Watch Pos Over Softbank Deal

STUYVESANT TOWN: Tenants Seek Bondholder Help in Speeding Sale
SUMMIT III: Authorized to Sell All Assets Via Credit Bid
SUMMIT ACADEMY: S&P Lowers Rating on Series 2005 Bonds to 'BB'
SUMMIT ACADEMY NORTH: S&P Cuts Rating on Revenue Bonds to 'BB'
TECHNEST HOLDINGS: Incurs $2 Million Net Loss in Fiscal 2012

TELETOUCH COMMUNICATIONS: Incurs $208,000 Loss in Aug. 31 Quarter
TEN SAINTS: Wants Plan Solicitation Exclusivity Until Jan. 31
TERM CITY: Case Summary & 20 Largest Unsecured Creditors
THERMOENERGY CORP: Has $700,000 Credit Facility with C13 Thermo
TITAN PHARMACEUTICALS: Novartis Stops Development of iloperidone

TRACY BROADCASTING: 10th Cir. Rules on Lien on FCC License
TRANS-LUX CORP: A Warrants Exercise Period Extended to Nov. 14
TRANSDIGM INC: Fitch Rates $550MM Senior Subordinated Notes 'B'
TRANSUNION HOLDING: Moody's Rates $400MM Sr. Unsecured Notes Caa1
TRIDENT MICROSYSTEMS: Files Ch. 11 Plan to Divvy Up $79MM in Cash

TRI-VALLEY: Lease Owner Files Lawsuit Ahead of Auction
UNITED AMERICAN: Bravos & Associates Raises Going Concern Doubt
VIASPACE INC: Signs Employment Agreements with CEO and CFO
VINTAGE BUSINESS PARK I: Case Summary & Creditors List
VITRO SAB: Appeals Court Affirms Dismissal of Suit vs. Creditors

VIVARO CORP: U.S. Trustee Appoints 5-Member Creditors Committee
VIVARO CORP: Hires Marotta Gund as Crisis Managers
VIVARO CORP: Hires Garden City Group as Claims and Noticing Agent
VIVARO CORP: Hires Herrick Feinstein as Bankruptcy Counsel
VOLKWAGEN-SPRINGFIELD: Wants Name Changed to VWS Liquidation

WAGNER SQUARE: Irwin Pl Raij Approved to Negotiate Penalty Amount
WAGNER SQUARE: Soneet Kapila Okayed for Accounting Services
WARNER MUSIC: To Host Prospective Lenders' Meeting
WESTERN ARIZONA: Voluntary Chapter 11 Case Summary
WESTLB AG: Prudential's Suit Over $200M Ethanol Plant Sales Pared

WESTERLY HOSPITAL: Interim Chief Executive Officer Leaves Post
WYLDFIRE ENERGY: Riggs Energy Wants Ch. 11 Trustee to Take Over
YORKVILLE ADVISORS: SEC Charges Hedge Fund Adviser With Fraud
Z TRIM HOLDINGS: Edward Smith Discloses 72.4% Equity Stake

* Cohen & Grigsby Reaffirms Support of Pittsburgh Cultural Trust

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

11820 DEL PUEBLO: El Monte, Calif. Shopping Complex in Chapter 11
-----------------------------------------------------------------
11820 Del Pueblo, LLC, sought Chapter 11 protection (Bankr. C.D.
Calif. Case No. 12-44726) in Los Angeles on Oct. 15.

The Debtor, a Single Asset Real Estate in 11 U.S.C. Sec. 101(51B),
operates a shopping complex in El Monte, California.  The Debtor
disclosed $17 million in assets and $14 million in liabilities.  A
copy of the schedules attached to the petition is available for
free at http://bankrupt.com/misc/nyeb12-76181.pdf

The Debtor is represented by the Law Offices of Levi Reuben Uku.


1555 WABASH: Hearing on Plan Disclosures Scheduled for Oct. 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
will convene a hearing on Oct. 31, 2012, at 10:30 a.m., to
consider adequacy of the First Amended Disclosure Statement
explaining 1555 Wabash LLC's proposed First Amended Plan of
Liquidation dated Sept. 27, 2012.

According to the First Amended Disclosure Statement, the Plan
implements the principal terms of the settlement agreement dated
as of Sept. 19, 2012, among (i) the Debtor; (ii) New West Realty
Development Corp; (iii) Theodore Mazola; (iv) August Mauro; and
lender AmT CADC Venture, LLC.

The settlement agreement provides for, among other things:

   a) a title at the property will be unconditionally transferred
      from the Debtor to the lender on the Effective Date;

   b) all cash remaining in the Debtor's bank accounts on the
      Effective Date will be transferred to the lender; and

   c) the Debtor will assume and assign to the lender the
      executory contracts and unexpired leases as the lender may
      designate in writing no later than five business days prior
      to the confirmation hearing.

In accordance with the terms of the settlement agreement, the Plan
provides for the irrevocable sale and transfer of the property and
all other assets of the Debtor's estate, including all cash held
in the Debtor's bank accounts on the Effective Date.

Payments to creditors under the Plan will be made from funds
realized from continued business operations of the Debtor up to
the Effective Date and from existing cash deposits and cash
resources of the debtor, well as from the cash resources of the
lender.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/1555_WABASH_ds_1amended.pdf

                         About 1555 Wabash

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

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


17315 COLLINS: Can Continue Using Cash Collateral Until Dec. 31
---------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida authorized, in a seventh interim
order, 17315 Collins Avenue, LLC's continued use of cash
collateral until Dec. 31, 2012.

The Debtor would use secured creditor 17315 CAM's cash collateral
to pay for the operating expenses and costs of administration
incurred by the Debtor, the Debtor may exceed any line item on the
budget by 5%; provided, however, that the Debtor do not exceed
110% of the budgeted total expenses for the month of the budget.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender replacement
liens against all of the Debtor's assets, to the same priority,
validity and extent that 17315 CAM held a properly perfected
prepetition security interest in the assets.

                    About 17315 Collins Avenue

17315 Collins Avenue LLC owns and operates a luxury, beach-front
condominium-hotel located in Sunny Isles Beach, Florida, commonly
known as Sole on the Ocean.  It filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012.

The Debtor is the sole owner of the Project.  WaveStone Properties
LLC owns 100% of the membership interests in the Debtor and has no
other businesses or assets.  Thomas Feeley is the managing member
of WaveStone.

Judge Robert A. Mark presides over the case.  Lawyers at Meland
Russin & Budwick P.A. serve as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  Mr. Feeley signed the petition.


17315 COLLINS: Plan Outline Hearing Continued Until Oct. 22
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
continued until Oct. 22, 2012, at 2 p.m., the hearing to consider
adequacy of the Disclosure Statement explaining 17315 Collins
Avenue, LLC's Plan of Reorganization.

According to the Disclosure Statement, the Plan provides for a
restructuring of the Debtor's financial obligations which will
allow the Debtor to continue operating as a full-service
condominium/hotel.

The Debtor's principal sources of revenue are comprised of excess
cash, including litigation proceeds, and the net sales proceeds
generated by the sale of the units.  The excess cash and the net
sales proceeds will be used to fund the payments required in the
Debtor's plan until payment has been made in full to the Allowed
Claims in Classes 1 through 9, after which all other proceeds will
remain with the Reorganized Debtor and be distributed to equity.
The Plan provides that all closings on the sales of units will be
free and clear of liens, claims, encumbrances and interests with
liens, claims, encumbrances and interests attaching to the
proceeds of such sales.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/17315_COLLINS_ds.pdf

                    About 17315 Collins Avenue

17315 Collins Avenue LLC owns and operates a luxury, beach-front
condominium-hotel located in Sunny Isles Beach, Florida, commonly
known as Sole on the Ocean.  It filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012.

The Debtor is the sole owner of the Project.  WaveStone Properties
LLC owns 100% of the membership interests in the Debtor and has no
other businesses or assets.  Thomas Feeley is the managing member
of WaveStone.

Judge Robert A. Mark presides over the case.  Lawyers at Meland
Russin & Budwick P.A. serve as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  Mr. Feeley signed the petition.


400 EAST 51ST: Sec. 341 Creditors' Meeting Set for Nov. 13
----------------------------------------------------------
The U.S. Trustee for Region 2 in Manhattan will convene a meeting
of creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case
of 400 East 51st Street LLC for Nov. 13, 2012, at 3:00 p.m.  The
meeting will be held at 80 Broad St., 4th Floor, USTM.

400 East 51st Street LLC filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-14196) on Oct. 9, 2012.  The Debtor, a Single
Asset Real Estate under 11 U.S.C. Sec. 101 (51B), owns property in
150 East 58th Street, New York.  Judge Robert E. Gerber presides
over the case.  Hanh V. Huynh, Esq., at Herrick, Feinstein LLP, in
New York, serves as counsel.  The Debtor estimated assets and
debts of at least $10 million.  The petition was signed by Simon
Elias, member and chief administrative officer.


86 GREENLEAF: Case Summary & 6 Unsecured Creditors
--------------------------------------------------
Debtor: 86 Greenleaf Condominium LLC
        1495 Hancock Street
        Quincy, MA 02169

Bankruptcy Case No.: 12-18270

Chapter 11 Petition Date: October 11, 2012

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Henry J. Boroff

Debtor's Counsel: John T. Morrier, Esq.
                  CASNER & EDWARDS, LLP
                  303 Congress Street
                  Boston, MA 02210
                  Tel: (617) 426-5900
                  Fax: (617) 426-8810
                  E-mail: morrier@casneredwards.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 six unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mab12-18270.pdf

The petition was signed by Alec H. Petro, manager.


A123 SYSTEMS: Files for Ch. 11 to Sell to Johnson Controls
----------------------------------------------------------
A123 Systems Inc., a producer of lithium-ion batteries for
electric cars, sought Chapter 11 protection (Bankr. D. Del. Case
No. 12-12859) on Oct. 16, 2012.

A123 Systems has a $125 million deal to sell assets to Johnson
Controls Inc., absent higher and better offers.

There's a hearing today, Oct. 18, to consider approval of the
Debtors' first day motions.

The Debtors propose an Oct. 30 hearing on the bidding procedures.
They contemplate a Nov. 16 deadline to submit bids, a Nov. 19
auction, and a sale hearing Nov. 26.

The JCI stalking horse bid comprises $116 million in cash, plus
$9 million in cash for the powder facility, subject to
adjustments.  All avoidance claims or causes of action available
to the Debtors are not included in the sale.

The Debtors intend to pay JCI a break-up fee of $3.75 milion and
reimbursement of up to $4 million if a sale to another party is
completed.

The bankruptcy filing is expected to allow the Company to provide
for an orderly sale of the automotive business assets and all
other assets and business units under Section 363 of the
Bankruptcy Code and enable the Company to maximize the value of
its assets for its stakeholders in a controlled, court-supervised
environment.

                           DIP Financing

In conjunction with the proposed transaction, A123 has received a
commitment from Johnson Controls for $72.5 million in "debtor in
possession" financing to support the Company's continued
operations during the pendency of the sale process.

The Company has filed a number of customary motions seeking court
authorization to continue to support its business operations
during the transaction process, including the continued payment of
employee wages, salaries and health benefits without interruption.

                          Johnson Controls

Under the terms of the agreement, Johnson Controls plans to
acquire A123's automotive business assets, including all of its
automotive technology, products and customer contracts; its
facilities in Livonia and Romulus, Michigan; its cathode powder
manufacturing facilities in China, and A123's equity interest in
Shanghai Advanced Traction Battery Systems Co., A123's joint
venture with Shanghai Automotive.  The asset purchase agreement
also includes provisions through which Johnson Controls intends to
license back to A123 certain technology for its grid, commercial
and government businesses.  A123 also continues to engage in
active discussions regarding strategic alternatives for its grid,
commercial, government and other operations, and has received
several indications of interest for these businesses.

"We believe the asset purchase agreement with Johnson Controls,
coupled with a Chapter 11 filing, is in the best interests of A123
and its stakeholders at this time," said David Vieau, Chief
Executive Officer of A123.  "We determined not to move forward
with the previously announced Wanxiang agreement as a result of
unanticipated and significant challenges to its completion.  Since
disclosing the Wanxiang agreement, we have simultaneously been
evaluating contingencies, and we are pleased that Johnson Controls
recognizes the inherent value of our automotive technology and
automotive business assets.  We are also pleased that we have
received indications of interest that recognize the value of our
grid and commercial businesses.  We are encouraged by the
significant interest we have received, as multiple parties have
submitted proposals for these businesses.  As we move through this
transaction process, we expect to continue operating and working
with customers and suppliers."

"Our interest in A123 Systems is consistent with our long-term
growth strategies and overall commitment to the development of the
advanced battery industry," said Alex Molinaroli, president of
Johnson Controls Power Solutions.  "Requirements for more energy
efficient vehicles continue to increase, which is driving
automotive manufacturers to pursue new technologies across a broad
spectrum of powertrains and associated energy storage solutions.

"We believe that A123's automotive capabilities are a good
complement to our existing portfolio and will further advance
Johnson Controls' position as a market leader in this industry."

                         About A13 Systems

A123 Systems designs, develops, manufactures and sells advanced
rechargeable lithium-ion batteries and battery systems and
provides research and development services to government agencies
and commercial customers.

A123 generated revenue of $159.2 million in 2011 and $39.6 million
so far this year.  Net losses were $257.8 million in 2011 and $269
million this year through August.

The Company's subsidiaries located outside the U.S. were not
included in the filings.

Based in Waltham, Massachusetts, A123 disclosed assets of $459.8
million and liabilities totaling $376 million.  Debt includes
$143.8 million on 3.75 percent convertible subordinated notes
where there was a $2.7 million payment default this week.  Other
liabilities include $22.5 million on a bridge loan owing to
Chinese auto-parts maker Wanziang Group Corp.  About $33 million
is owing to trade suppliers.

A123 didn't make a $2.7 million payment due Oct. 15 on $143.75
million in 3.75% convertible subordinated notes due 2016.


A123 SYSTEMS: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: A123 Systems, Inc.
        200 West Street
        Waltham, MA  02451

Bankruptcy Case No.: 12-12859

Affiliates that simultaneously sought Chapter 11 protection:

     Debtor                               Case No.
     ------                               --------
     A123 Securities Corporation          12-12860
     Grid Storage Holdings LLC            12-12861

Type of Business: A123 Systems, Inc. designs, develops,
                  manufactures and sells advanced
                  rechargeable lithium-ion batteries and
                  battery systems and provides research
                  and development services to government
                  agencies and commercial customers.

Chapter 11 Petition Date: Oct. 16, 2012

Court: U.S. Bankruptcy Court
       District of Delaware

Judge: Hon. Kevin J. Carey

Debtors'
Counsel:     Mark D. Collins, Esq.
             Michael J. Merchant, Esq.
             Drew G. Sloan, Esq.
             Amanda R. Steele, Esq.
             RICHARDS, LAYTON & FINGER, P.A.
             One Rodney Square
             920 N. King St
             Wilmington, DE 19801
             Tel: (302) 651-7700
             Fax: (302) 651-7701
             E-mail: collins@rlf.com
                     merchant@rlf.com
                     dsloan@rlf.com
                     steele@rlf.com

              -- and --

             D. J. Baker, Esq.
             Caroline A. Reckler, Esq.
             Adam S. Ravin, Esq.
             Matthew L. Warren, Esq.
             Annemarie V. Reilly, Esq.
             LATHAM & WATKINS LLP
             885 Third Avenue
             New York, NY 10022
             Tel: (212) 906-1200
             Fax: (212) 751-4864
             E-mail: dj.baker@lw.com
                     caroline.reckler@lw.com
                     adam.ravin@lw.com
                     matthew.warren@lw.com
                     annemarie.reilly@lw.com

Debtors'
Financial
Advisors:    LAZARD FRERES & CO. LLC

Debtors'
Restructuring
Advisors:    ALVAREZ & MARSAL

Debtors'
Claims and
Noticing
Agent:       LOGAN & COMPANY, INC.

Total Assets: $459,795,000 as of Aug. 31, 2012

Total Liabilities: $376,045,000 as of Aug. 31, 2012

The petitions were signed by David Prystash, chief financial
officer.

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
US BANK NATIONAL ASSOCIATION,      Notes              $142,807,430
As Trustee
Attn: Rick Barnes, VP
21 South Street
Morristown, NJ 07960
Tel: (973) 898-7161
Fax: (973) 682-4540
E-mail: Richard.davis@usbank.com


HUDSON BAY CAPITAL MANAGEMENT LP   Pipe Convertible     $2,759,789
Attn: Yoav Roth                    Notes
      George Antonopolous
777 Third Avenue, 30th Flr
New York, NY 10017
Tel: (212) 571-1244
Fax: (646) 214-7946
E-mail: investments@hudsonbaycapital.com

JABIL CIRCUIT INC                   Trade Payable       $1,710,280
Attn: Timothy L. Main
      President/CEO
10560 Dr. MLK Jr.
North Street
St. Petersburg, FL 33716
Tel: (727) 577-9749
Fax: (727) 579-8529

HYDRO QUEBEC                        Unliquidated        $1,500,000
Attn: Thierry Vandal
      President/CEO
75, Boulevard Rene-Levesque
Ouest 20th Floor
Montreal, PQ H2Z 1A4
Canada
Tel: (514) 289-2211
Fax: (514) 289-5440
E-mail: vandal.thierry@hydro.qc.ca

BOSTON PLASTICS (SHANGHAI)           Trade Payable        $925,895
CO LTD
Attn: Bernard C.W. Peh
      Director
Factory 3
No. 688, Shanghai Road
Minchang District
Shanghai, 201108
China
Tel: 011-8621 643-41811
     011-8621 643-41830

KUREHA AMERICA, INC.                  Trade Payable       $575,888
Attn: Yutaka Kobayashi
      President & CEO
420 Lexington Avenue
Suite 2510
New York, NY 10170-0161
Tel: (212) 867-7040
Fax: (212) 953-0025

LIMBACH COMPANY LLC                   Trade Payable       $570,232
Attn: Charlie Bacon
      Chairman, CEO
31-35th Street
Pittsburgh, PA 15201
Tel: (412) 359-2100
Fax: (412) 359-2248

DYNAPOWER COMPANY LLC                 Trade Payable       $569,429
Attn: Adam Knudsen
      COO
85 Meadowland Dr,
South
Burlington, VT 05403

SHANGHAI XINPENG METAL                Trade Payable       $349,408
PRODUCTS CO., LTD
Attn: Changchun Xiao
      President & Director
No. 1698 Hualong Rd
Huaxin Town, Qingpu
District Huaxin County
Shanghai, 201708
China

ALCONIX USA, INC.                     Trade Payable       $343,012
Attn: Junichi Kitagaki
      President
32100 Solon Road
Suite 102
Cleveland, OH 44139

ABB INC.                              Trade Payable       $340,800
Attn: Joseph M. Hogan
      CEO
Cityport Affolternstrasse 44
Postfach 8131
Zuerich, 8050
Swirzerland

UMTEK                                 Trade Payable       $306,000
Attn: Yoon Yoo
      President
No. 201 Comed Building
Gyeonggi-do, Suwon-si
Kwansun-gu, Kosaek-dong
Korea, Republic of

SWITCHGEAR POWER SYSTEMS LLC          Trade Payable       $290,194
Attn: Greg Shallbetter
      President & CEO
202 W. Enterprise Road
Winneconne, WI 54986
E-mail: gshallbetter@switchgearpower.com

SOULBRAIN MICHIGAN                    Trade Payable       $281,100
Attn: Allen Ibara
      CEO
47050 Five Mile Road
Northville Township,
MI 48168

INTERTERK TESTING SERVICES            Trade Payable       $276,018
NA, INC.
Attn: Wolfhart G Hauser
      CEO
25 Saville Row
London, W1S 2ES
United Kingdom

MEGTEC SYSTEMS INC                    Trade Payable       $275,595
Attn: Mohit Uberol
      President
830 Prosper Road
Depere, WI 54115-5030

DAEWOO INTERNATIONAL                  Trade Payable       $265,878
(AMERICA) INC
Attn: Hong-Jey Jhun
      President
85 Challenger Road
Ridgefield Park
NJ 07660-2114

EXCEL PATTERN WORKS, INC.             Trade Payable       $239,820

ELEMENTS MATERIALS TECHNOLOGY         Trade Payable       $226,348

BAE SYSTEMS CONTROLS INC.             Trade Payable       $216,900

UPS SUPPLY CHAIN SOLUTIONS,           Trade Payable       $188,901
INC.

LARSEN & TOUBRO LIMITED               Trade Payable       $187,402

MPS GROUP INC                         Trade Payable       $169,629

CONOCOPHILLIPS SPECIALTY              Trade Payable       $166,500
PRODUCTS INC.
Attn: Greg C. Garland
      CEO
Pinnacle Westchase Building
3010 Briarpark Drive
Houston, TX 77042
E-mail: greg.garland@p66.com

TANFEL INC.                           Trade Payable       $157,133
Attn: Greg Lange
      CEO
300 Carlsbad Village Drive
Suite 108A #161
Carlsbad, CA 920008
E-mail: glange@tanfel.com

ELCOM CO., LTD                        Trade Payable       $145,600

ALLIED ELECTRONICS, INC.              Trade Payable       $128,160

GRUPO LOGICO                          Trade Payable       $127,454

ORACLE AMERICA INC.                   Trade Payable       $125,940

DTE ENERGY                            Utility             $125,038
Attn: Gerard Anderson
      President & CEO
One Energy Plaza
Detroit, MI 48226
E-mail: andersong@dteenergy.com


ACCENTIA BIOPHARMACEUTICALS: Grants Corps Real New 5.5MM Warrant
----------------------------------------------------------------
Corps Real, LLC, elected to invest an additional $708,440 in debt
financing pursuant to the Plan Secured Promissory Note, dated
Nov. 17, 2010, issued by Biovest International, Inc., a majority
owned subsidiary of Accentia Biopharmaceuticals, Inc.  As a result
of the Additional Loan, the outstanding principal balance under
the previously outstanding Biovest Corps Real Note was increased
from $2,291,559 to $3,000,000.  The Biovest Corps Real Note is due
on Nov. 17, 2012.

Because the Additional Loan will materially benefit Accentia
Biopharmaceuticals, Inc., and as an inducement for Corps Real to
make the Additional Loan, the Company agreed to the following in
consideration of the Additional Loan:

  * The Company amended an outstanding Common Stock Purchase
    Warrant, dated June 13, 2012, (giving Corps Real the right to
    purchase up to 5,882,353 shares of the Company's common stock)
    by extending the expiration date of that warrant from June
    2016 to June 2021.

  * The Company granted to Corps Real a new warrant to purchase up
    to 5,500,000 shares of the Company's common stock at an
    exercise price of $0.14 per share, which warrant is
    immediately exercisable and will expire on Oct. 9, 2020.

  * Pursuant to an Irrevocable Assignment, dated Oct. 9, 2012, the
    Company assigned to Corps Real a 33.33% interest in the
    Company's contract rights under the Company's December 2009
    settlement agreement with BioDelivery Sciences International,
    Inc., and the Company agreed under an Amended & Restated
    Security Agreement with Corps Real that the remaining 66.66%
    interest held by the Company in those contract rights would
    continue to secure the Company's indebtedness to Corps Real
    and its affiliates.

  * Pursuant to the Corps Real Restated Security Agreement and the
    Amended and Restated Security Agreement with Pabeti, Inc.,
    (an affiliate with Corps Real), the Company agreed that all
    collateral of the Company securing the Company's obligations
    to Corps Real would also secure the Company's obligations to
    Pabeti and that all collateral of the Company currently
    securing the Company's obligations to Pabeti would also secure
    the Company's obligations to Corps Real.

The offer and sale of the New Warrant (and the shares of common
stock into which it is convertible) was made pursuant to the
exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended. Corps Real is a sophisticated
investor that had full access to any information about the Company
and the offered securities as was requested by Corps Real.

                  About Accentia Biopharmaceuticals

Headquartered in Tampa, Florida, Accentia Biopharmaceuticals, Inc.
(PINK: "ABPI") -- http://www.Accentia.net/-- is a biotechnology
company that is developing Revimmune as a system of care for the
treatment of autoimmune diseases.  Through subsidiary, Biovest
International, Inc., it is developing BiovaxID as a therapeutic
cancer vaccine for treatment of follicular non-Hodgkin's lymphoma
(FL) and mantle cell lymphoma (MCL).  Through subsidiary,
Analytica International, Inc., it conducts a health economics
research and consulting business, which it market to the
pharmaceutical and biotechnology industries, using its operating
cash flow to support its corporate administration and product
development activities.

Accentia BioPharmaceuticals and nine affiliates filed for
Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 08-17795) on
Nov. 10, 2008.  Accentia emerged from bankruptcy on Nov. 17, 2012,
after receiving confirmation of a reorganization plan on Nov. 2,
2010.

The Company's balance sheet at March 31, 2012, showed
$4.63 million in assets, $88.97 million in liabilities, and an
$84.34 million total stockholders' deficit.

Cash and cash equivalents at March 31, 2012, was $1.9 million.
The Company intends to meet its cash requirements through the use
of cash on hand, strategic transactions such as collaborations and
licensing, short-term borrowings, and debt and equity financings.
The Company's independent registered public accounting firm's
report included a "going concern" qualification on the financial
statements for the year ended Sept. 30, 2011, citing significant
losses and working capital deficits at that date, which raised
substantial doubt about the Company's ability to continue as a
going concern.


AFC ENTERPRISES: Popeyes to Buy 28 Restaurants in Bankruptcy
------------------------------------------------------------
AFC Enterprises, Inc., has entered into a definitive agreement to
acquire 28 restaurants in Minnesota and Northern California at a
price of $13.8 Million.

The restaurants are currently in the trade image of another quick
service restaurant concept.  The Company intends to convert the
restaurants to Popeyes Louisiana Kitchen restaurants at a cost of
approximately $11.5 Million.  Following the conversion, the
restaurants will be leased to Popeyes franchisees to operate.

The purchase agreement is subject to bankruptcy court approval and
the acquisition is expected to close in November.

Cheryl Bachelder, AFC Enterprises, Inc. CEO said, "The rapid
opening of 28 new Popeyes restaurants will give Popeyes a major
footprint in places where we currently have almost no presence.

We are delighted at this opportunity to accelerate the growth of
the Popeyes system and to bring Popeyes' fresh new image and
flavorful food to the people of Minneapolis/St. Paul and Northern
California."

                       About AFC Enterprises

Atlanta, Georgia-based AFC Enterprises, Inc. (NASDAQ: AFCE) --
http://www.afce.com/-- is the franchisor and operator of
Popeyes(R) restaurants, the world's second-largest quick-service
chicken concept based on number of units.  As of April 2010,
Popeyes had 1,944 operating restaurants in the United States,
Puerto Rico, Guam and 27 foreign countries.

The Company's balance sheet at Sept. 30, 2010, showed
$118.0 million in total assets, $30.3 million in total current
liabilities, $84.7 million in total long-term liabilities, and
stockholders' equity of $3.0 million

                          *     *     *

AFC carries a 'B1' corporate family rating from Moody's Investors
Service and 'B+' issuer credit ratings from Standard & Poor's.


ALERIS INT'L: Moody's Lowers CFR/PDR to 'B1'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of Aleris International Inc. to B1
from Ba3 and the senior unsecured debt rating to B2 from B1. At
the same time, Moody's assigned a B2 rating on the company's
proposed $400 million senior unsecured notes due October 2020. The
rating outlook is stable. Proceeds from the offering will be used
to fund general corporate purposes which may include capital
expenditures, acquisitions, the payment of special dividends to
shareholders, and other uses of cash.

Downgrades:

  Issuer: Aleris International Inc.

     Probability of Default Rating, Downgraded to B1 from Ba3

     Corporate Family Rating, Downgraded to B1 from Ba3

     Senior Unsecured Regular Bond/Debenture, Downgraded to B2,
     LGD 4, 61% from B1, LGD 4, 67%

Assignments:

  Issuer: Aleris International Inc.

    Senior Unsecured Regular Bond/Debenture, Assigned B2, LGD 4,
    61%

Ratings Rationale

The downgrade to a B1 corporate family rating reflects the weak
debt protection metrics and increased leverage as a result of a
challenging environment facing aluminum companies, Moody's
expectations that earnings will be flat or show little improvement
over the next 12 to 18 months, negative free cash flow, and higher
absolute debt balances following the proposed transaction. Should
the transaction be consummated, Moody's anticipates that debt-to-
EBITDA and EBIT-to-interest will approximate 5.2 times and 1.9
times over the next 12 to 18 months, respectively -- levels which
are weak for the Ba rating category.

The protracted recovery of the North American construction sector
and sovereign debt crisis in Europe, both of which are key
geographic end-markets for Aleris, could constrain operating
performance and limit earnings advancement. The effects of
sluggish growth in the company's established markets are further
compounded by decelerating economic activity in China -- a major
export destination for finished goods that contain aluminum
products as well as a strategic growth market for the company.

The downgrade also reflects the weaker cash flow metrics as a
result of near-term capital spending requirements for Aleris'
proportionate share of its joint venture rolling plate mill
facility in China. Finally, the potential for debt-financed
acquisitions or special dividend payments at a time when business
conditions continue to face headwinds demonstrates more
aggressive, shareholder-friendly financial policies.

The B2 rating on the senior unsecured notes reflects its parity
with the company's existing unsecured debt and its structural
subordination to the unrated asset-backed revolving credit
facility (ABL revolver) and priority accounts payables.

Aleris' B1 Corporate Family Rating reflects the company's strong
market position, end-market diversification and value added
capabilities, particularly in aerospace and automotive products,
long term customer relationships and good liquidity. At the same
time, the rating reflects Moody's expectation that Aleris'
exposure to the struggling building and construction industries
and economically fragile and potentially recessionary geographic
markets will preclude meaningful growth in operating performance
in the foreseeable future although expected strength in the
aerospace and automotive markets provide some mitigation.

The rating also incorporates uncertainty regarding future
financial policies as evidenced by the series of debt-financed
transactions that have increased absolute debt balances and
leverage shortly after its emergence from bankruptcy. Additional
debt-financed shareholder payouts or acquisitions as have been
undertaken in the past, could stress the rating. The company's
ratings or outlook could be lowered if the company returns to
negative free cash flow on a sustained basis or its private equity
sponsors complete another debt-financed dividend and/or
acquisition. In addition, if the debt-to-EBITDA ratio increases
and is sustained above 5.0 times, EBIT margins drop to and are
sustained below 4.0% or EBIT-to-interest falls to and is sustained
below 2.0 times, a downgrade or negative outlook could be
considered.

At this time, an upgrade is unlikely given Aleris' limited post-
bankruptcy operating history, the lingering uncertainty regarding
future financial policies, and the current weakness in the
building and construction and key geographic end markets.

The principal methodology used in rating Aleris was the Global
Steel Industry Methodology published in January 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 Beachwood, Ohio, Aleris International, Inc. is a
global manufacturer of aluminum products, serving primarily the
aerospace, automotive and other transportation industries,
building and construction, containers and packaging, and metal
distribution. During fiscal 2011, the company's operations were
divided into five reporting segments: Rolled Products North
America (roughly 27% of 2011 revenues), Rolled Products Europe
(31%), Recycling and Specification Alloys North America (20%),
Recycling and Specification Alloys Europe (14%), and Extrusions
(8%). Aleris also has a 93% interest in a joint venture in China,
which is constructing an aluminum rolling plate mill, estimated
capital cost of $350 million. The China mill is expected to start-
up in early 2013. For the twelve months ending June 30, 2012,
Aleris generated revenues of $4.6 billion. The company's shares
are owned by investment funds managed by Oaktree Capital
Management, L.P. (who holds the majority equity position),
affiliates of Apollo Management L.P., and Sankaty Advisors, LLC.


AMERICAN DIAGNOSTIC: Reorganization Plan Declared Effective
-----------------------------------------------------------
American Diagnostic Medicine, Inc., notified the U.S. Bankruptcy
Court for the Northern District of Illinois that the effective
date of its Second Amended Plan of Reorganization dated July 10,
2012, occurred on Sept. 20, 2012.

As reported in the Troubled Company Reporter on Aug. 14, 2012, the
Bankruptcy Court has confirmed the Debtor's Second Amended Plan.

The Debtor and Reorganized Debtor: (i) are authorized to take all
actions necessary or appropriate to enter into, implement and
consummate the contracts, instruments, releases, leases,
indentures, and other agreements or documents created in
connection with the Plan, including, without limitation, the ADM
Creditor Trust Agreement, the Unsecured Creditor Notes, the
Cardinal Health Note, the Stock Pledge, and the Sale of the New
Equity, if applicable; and (ii) may otherwise perform all of their
obligations under the Plan.

According to the Disclosure Statement, main secured creditor
Cardinal Health would recover 75% of its $3 million secured claim.
Holders of general unsecured claims aggregating $1.25 million and
PNC Equipment Finance LLC's $1.95 million claims on account of the
rejection of equipment leases will have a recovery of 50% to 75%.
Equity holders won't recover anything.

A copy of the Disclosure Statement dated July 10, 2012, is
available for free at:

   http://bankrupt.com/misc/American_Diagnostic_DS_071012.pdf

The Hon. Carol A. Doyle has entered orders authorizing the Debtor
to use cash collateral to fund the Chapter 11 case.  As of the
Petition Date, the Debtor owes Cole Taylor Bank $829,485 in
secured loans.  It also owed Cardinal Health 414, LLC,
$3,362,393 under a junior secured loan.

                    About American Diagnostic

Batavia, Illinois-based American Diagnostic Medicine Inc. provides
imaging technologies to hospitals, clinics, cardiologists,
internal medicine groups and other health care providers
throughout the United States.  It filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 11-03368) on Jan. 28, 2011.
Joshua D. Greene, Esq., and Michael J. Davis, Esq., at Springer,
Brown, Covey, Gaetner & Davis, serve as the Debtor's bankruptcy
counsel.  In its schedules, the Debtor disclosed $11.3 million in
total assets and $11.1 million in total liabilities.


AMERICAN ENERGY: Incurs $109,000 Net Loss in Fiscal 2012
--------------------------------------------------------
The American Energy Group, Ltd., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $109,452 on $849,980 of revenue for the year ended
June 30, 2012, compared with a net loss of $991,784 on $0 of
revenue during the prior fiscal year.

The Company's balance sheet at June 30, 2012, showed $2.55 million
in total assets, $328,460 in total liabilities and $2.22 million
in total stockholders' equity.

Morrill & Associates, in Bountiful, Utah, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has suffered recurring losses and negative cash flows from
operations raising substantial doubt about its ability to continue
as a going concern.

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

                        http://is.gd/R3aLK1

                       About American Energy

AEG has been in the red for the past five years: It reported a net
loss of $991,784 for the year ended June 30, 2011; $942,792 in
2010; $893,196 in 2009; $932,853 in 2008; and $1,428,916 in 2007.

The Company restated its 2010 financial reports after management
discovered errors resulting in the understatement of previously
reported accrued expenses as of June 30, 2010.

Until its 2002 bankruptcy filing, AEG was an independent oil and
natural gas company engaged in the exploration, development,
acquisition and production of crude oil and natural gas properties
in the Texas gulf coast region of the United States and in the
Jacobabad area of the Republic of Pakistan.

AEG emerged from bankruptcy in January 2004 with two assets, a
non-producing 18% gross production royalty in the Yasin 2768-7
Block in Pakistan, and a non-producing working interest in an oil
and gas lease in Galveston County, Texas.  While the bankruptcy
proceedings were pending, AEG's producing oil and gas leases in
Fort Bend County, Texas were foreclosed by a secured lender.  Its
non-producing Galveston County, Texas oil and gas lease rights
were not affected by the foreclosure.

In November 2003, AEG sold the capital stock of its then existing
subsidiary, Hycarbex-American Energy, Inc., which held the
exploration license in Pakistan, to Hydro Tur (Energy) Ltd., a
company organized under the laws of the Republic of Turkey.  The
Company sold Hycarbex, which was the owner and operator of the
Yasin 2768-7 Petroleum Concession Block in the Republic of
Pakistan, to a foreign corporation, but retained an 18% overriding
royalty interest in future production.

Involuntary Chapter 7 bankruptcy proceedings (Bankr. S.D. Tex.
02-37125) were initiated against AEG on June 28, 2002, before
Judge Manuel D. Leal.  Leonard H. Simon, Esq., at Hughes Watters &
Askanase LLP, represented the petitioning creditors, who alleged
$49,981 in claims.  The case was converted to Chapter 11
proceedings in December 2002.

Pursuant to the Company's Second Amended Plan of Reorganization
which was approved by the Bankruptcy Court on Sept. 3, 2003, all
outstanding shares of common and preferred stock were cancelled
and the issuance of new shares of common stock to the bankruptcy
creditors was authorized by the Court.  AEG emerged from
bankruptcy in January 2004 with its two assets intact and with its
sole business being the maintenance and management of these
assets.


AMERICAN REALTY: Can Employ McKenna Long & Aldridge as Counsel
--------------------------------------------------------------
The Bankruptcy Court has authorized American Realty Trust, Inc.,
to employ McKenna Long & Aldridge LLP as counsel nunc pro tunc to
the Petition Date.

McKenna will serve as the Debtor's general bankruptcy counsel and
will render these professional services to the Debtor:

    (a) Advise the Debtor with respect to its powers and duties as
        debtor and debtor-in-possession in the continued
        management and operation of its business and property;

    (b) Attend meetings and negotiate with representatives of
        creditors and other parties in interest and advise and
        consult on the conduct of the Chapter 11 Case, including
        all of the legal and administrative requirements of
        operating in Chapter 11;

    (c) Take necessary action to protect and preserve the Debtor's
        estate, including the prosecution of actions on its
        behalf, the defense of any actions commenced against the
        estate, negotiations concerning all litigation in which
        the Debtor may be involved and objections to claims filed
        against the estate;

    (d) Review and prepare on behalf of the Debtor all documents
        and agreements as they become necessary and desirable;

    (e) Review and prepare on behalf of the Debtor all motions,
        administrative and procedural applications, answers,
        orders, reports and papers necessary to the administration
        of the estate;

    (f) Negotiate and prepare on the Debtor's behalf a Chapter 11
        plan, disclosure statement and all related agreements
        and/or documents and take any necessary action on behalf
        of the Debtor to obtain confirmation of any such plan;

    (g) Review and object to claims; analyze, recommend, prepare,
        and bring any causes of action created under the
        Bankruptcy Code;

    (h) Advise the Debtor in connection with any sale of assets;

    (i) Appear before this Court, any appellate courts, and the
        U.S. Trustee, and protect the interests of the Debtor's
        estate before such courts and the U.S. Trustee; and

    (j) Perform all other necessary legal services and give all
        other necessary legal advice to the Debtor in connection
        with this Chapter 11 Case.

At the present time, the attorneys principally responsible for the
representation of the Debtor, and their current hourly rates, are:

         Gary W. Marsh         $550
         Bryan Bates           $425

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

Dallas, Texas-based American Realty Trust, Inc., is a subsidiary
of the real estate giant American Realty Investors Inc. coping
with a $73 million legal judgment from an apartment purchase that
collapsed more than a decade ago.  American Realty Trust, Inc.,
previously filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-10883) in Las Vegas on Jan. 26, 2012.  The case was later
dismissed.  Creditors David M. Clapper, Atlantic XIII, LLC, and
Atlantic Midwest, LLC, sought the dismissal, citing, among other
things, the Debtor has been stripped of assets prepetition and its
ownership structure changed 10 days before the bankruptcy filing
in an admitted effort to avoid disclosures to the Securities and
Exchange Commission.

The Debtors filed for Chapter 11 protection (Bankr. N.D. Ga. Case
No. 12-71453) on Aug. 29, 2012.  Bankruptcy Judge Barbara Ellis-
Monro presides over the case.  Bryan E. Bates, Esq., and Gary W.
Marsh, Esq. at McKenna Long & Aldridge, LLP represents the Debtor
in its restructuring effort.  The petition was signed by Steven A.
Shelley, vice president.


APEX KATY: U.S. Trustee Unable to Form Committee
------------------------------------------------
The United States Trustee said an official committee under
11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case
of Apex Katy Physicians, LLC.

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

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

                    About Apex Katy Physicians

Apex Katy Physicians, LLC, filed a bare-bones Chapter 11 petition
(Bankr. S.D. Tex. Case No. 12-31848) on March 6, 2012, estimating
$10 million to $50 million in assets and debts.  Judge Marvin
Isgur presides over the case.  Attorneys at Hoover Slovacek, LLP,
represent the Debtor.

Affiliate Apex Long Term Acute Care-Katy, LP, a long-term care
facility, filed a separate Chapter 11 petition (Case No. 09-37096)
on Sept. 25, 2009.  The Debtor disclosed $15,237,691 in assets and
$13,646,951 in liabilities.


AUDIO VISUAL SERVICES: S&P Assigns 'B' Corp. Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Audio Visual Services Group Inc. (AVSG), which
operates under the brand name PSAV Presentation Services. The
outlook is stable.

"In addition, we assigned our issue-level and recovery ratings to
Audio Visual Services Group's $380 million first-lien credit
facilities, consisting of a $40 million revolving credit facility
due 2017 and a $340 million term loan B due 2018. We rated this
debt 'B+' (one notch higher than the 'B' corporate credit rating
on the company) with a recovery rating of '2', indicating our
expectation of substantial (70%-90%) recovery for lenders in the
event of a payment default," S&P said.

"We also assigned Audio Visual Services Group's $115 million
second-lien term loan due 2019 our 'CCC+' issue-level rating (two
notches lower than our 'B' corporate credit rating on the
company). The recovery rating on this debt is '6', indicating our
expectation of negligible (0% to 10%) recovery for lenders in the
event of a payment default," S&P said.

"Proceeds from the transaction, along with $65 million in unrated
pay-in-kind preferred stock, will be used to help fund Audio
Visual Services' $270 million acquisition of Swank Holdings Inc.
at 8x EBITDA and refinance existing debt," S&P said.

"The 'B' rating on Audio Visual Services Group reflects our
expectation that its financial profile will be 'highly leveraged'
because of its private-equity ownership and substantial debt
leverage," said Standard & Poor's credit analyst Hal Diamond.
"Further considerations include the company's likely modest
discretionary cash flow as a result of higher interest expense and
moderate capital spending requirements."

"The stable outlook reflects our view that absent a prolonged
downturn in the U.S. hotel industry (which we do not expect), debt
leverage will gradually moderate over the next few years because
of the gradual realization of operating synergies. Still, we could
lower the rating if operating performance deteriorates, causing
discretionary cash flow to significantly decrease; EBITDA coverage
of interest falls below 1.5x; and the margin of compliance with
the net leverage covenant drops below 10%. This could occur if the
company's revenue decreases at a mid-single-digit percent rate,
and EBITDA falls roughly 15%. Although less likely, we could
consider raising the rating if we conclude that the company will
be able to reduce and maintain lease-adjusted leverage below 4.5x,
and generate meaningful discretionary cash flow," S&P said.


AURA SYSTEMS: Incurs $3.3 Million Net Loss in Aug. 31 Quarter
-------------------------------------------------------------
Aura Systems, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.34 million on $303,904 of net revenues for the three months
ended Aug. 31, 2012, compared with a net loss of $5.80 million on
$615,599 of net revenues for the same period during the prior
year.

For the six months ended Aug. 31, 2012, the Company reported a net
loss of $6.42 million on $1.07 million of net revenues, in
comparison with a net loss of $7.82 million on $1.56 million of
net revenues for the same period a year ago.

The Company's balance sheet at Aug. 31, 2012, showed $3.38 million
in total assets, $20.37 million in total liabilities and a $16.99
million total stockholders' deficit.

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

                         http://is.gd/ZFUDp4

                          About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles,
tests and sells its proprietary and patented Axial Flux induction
machine known as the AuraGen(R) for industrial and commercial
applications and VIPER for military applications.

Aura Systems reported a net loss of $14.15 million on $3.33
million of net revenues for the year ended Feb. 29, 2012, compared
with a net loss of $11.19 million on $3.43 million of net revenues
for the year ended Feb. 28, 2011.

Kabani & Company, Inc., issued a "going concern" qualification on
the financial statements for the fiscal year ended Feb. 29, 2012.
The independent auditors noted that the Company has historically
incurred substantial losses from operations, and may not have
sufficient working capital or outside financing available to meet
its planned operating activities over the next twelve months which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


AUSTRALIA ACQUISITION: NASDAQ Affirms Delisting Determination
-------------------------------------------------------------
Australia Acquisition Corp. disclosed that on Oct. 12, 2012, it
received a letter from the NASDAQ Stock Market LLC advising that
the NASDAQ Hearings Panel affirmed the determination of NASDAQ's
Listing Qualifications Staff to delist the Company's ordinary
shares, units and warrants from the NASDAQ Capital Market due to
the Company's failure to meet the 300 public holder requirement
set forth in NASDAQ Listing Rule 5550(a) (3).

The Listed Securities will be suspended from trading on the NASDAQ
Capital Market effective at the open of business on Tuesday, Oct.
16, 2012.  Effective upon such delisting from NASDAQ, the Company
anticipates that its securities will be immediately eligible for
quotation on the OTC Bulletin Board.

The Company does not intend to request that the NASDAQ Listing and
Hearing Review Council review the Panel's decision.  NASDAQ
indicated that the Council may, on its own motion, determine to
review the Panel decision within 45 calendar days after issuance
of the Oct. 12, 2012 decision.  If the Council determines to
review this decision, it may affirm, modify, reverse, dismiss or
remand the decision to the Panel.

                 About Australia Acquisition Corp

Australia Acquisition Corp. is a special purpose acquisition
company formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination. Australia Acquisition Corp. is a
Cayman Islands corporation formed in 2010 with Peter Ziegler as
its Chairman and Chief Executive Officer, Charbel Nader as its
Executive Vice President, and Stephen Streeter as its Chief
Financial Officer and Executive Vice President.


AZURE DYNAMICS: Assets to Be Sold Via Global Online Auction
-----------------------------------------------------------
Heritage Global Partners disclosed its upcoming global online
auction featuring the manufacturing assets of Azure Dynamics,
Inc., a global developer and producer of hybrid electric and
electric components and power train systems for commercial
vehicles.  The sale is subject to approval by the U.S. & Canadian
bankruptcy courts.

The global auction will be conducted online at
http://www.hgpauction.com/?auctionid=275on Nov. 8, 2012,
beginning at 12 am PST and ending on Nov. 9, 2012 at 5 pm PST.

The sale will feature assets located around the world including
finished and unfinished vehicles, gliders, spare parts, hybrid
electric and electric manufacturing equipment and machinery for
commercial vehicle production, and much more.

There will be a one-day preview on Nov. 7, 2012 from 9 a.m. to 4
p.m. (local time) at each site.  Prospective bidders may contact
Heritage Global Partner's David Barkoff for more information (see
contact info below).

-- Canada: Burnaby, BC, Canada and Mississauga, ON, Canada

-- United Kingdom: Hertfordshire, UK and Worcestershire, UK

-- USA, Massachusetts: Boston, MA, Clinton, MA, and Wilmington, MA

-- USA, Michigan: Livonia, MI and Oak Park, MI

"Our upcoming auction of Azure Dynamics' extensive global assets
offers a unique opportunity for bidders to acquire finished
inventory and state-of-the-industry electric and hybrid electric
drive technology machinery and equipment for the production of
cost-efficient and environmentally friendly commercial vehicles,"
stated Heritage Global Partners David Barkoff.

Led by auction industry pioneers Ross and Kirk Dove, Heritage
Global Partners is one of the leading worldwide asset advisory and
auction services firms, assisting large and small companies with
buying and selling assets.  A Counsel RB Capital company, HGP
specializes in asset brokerage, inspection, and valuations,
industrial equipment and real estate auctions, as well as
enterprise auctions combining tangible and intangible assets.

                    About Azure Dynamics Corp.

Azure Dynamics Corporation and its affiliates filed a petition in
the Supreme Court of British Columbia for an initial order under
the Companies' Creditors Arrangement Act on March 26, 2012.  Kevin
B. Brennan at Ernst & Young, Inc., was appointed as the CCAA
monitor.

On the same day, the monitor commenced bankruptcy cases under
Chapter 15 of the U.S. Bankruptcy Code for Azure Dynamics
Incorporated aka Azure Dynamics U.S. Inc.; Azure Dynamics Corp.;
Azure Dynamics Inc.; and Azure Dynamics Limited (Bankr. E.D. Mich.
Case Nos. 12-47496, 12-47498, 12-47501 and 12-47502), seeking
recognition of the CCAA proceedings.  The cases are jointly
administered.

Azure -- http://www.azuredynamics.com/-- considered itself a
world leader in the development and production of hybrid electric
and electric components and powertrain systems for light and
medium duty commercial vehicles.  Azure targets the commercial
delivery vehicle and shuttle bus markets and is currently working
internationally with a variety of partners and customers.  The
Company is committed to providing customers and partners with
innovative, cost-efficient, and environmentally-friendly energy
management solutions.

As of Dec. 31, 2011, the Azure Group had total, consolidated
assets with a net book value of $42.475 million, comprising
current assets of $31.18 million and non-current assets of
$11.30 million.  As at Dec. 31, 2011, the Azure Group had total,
consolidated liabilities of $29.20 million, comprising current
liabilities of $20.6 million and non-current liabilities of
$8.58 million.

Judge Walter Shapero oversees the cases.  Lawyers at Pepper
Hamilton LLP represent the Chapter 15 petitioner.


BEALL CORP: Tank Maker Seeks to Auction Assets Next Month
---------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that Beall
Corp. is seeking bankruptcy-court approval to auction its assets
in December, but it hasn't identified a stalking horse to kick off
bidding.

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  The Debtor has
tapped Tonkon Torp LLP as counsel.


BEAZER HOMES: Highbridge Capital Discloses 5.3% Equity Stake
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Highbridge Capital Management, LLC, and Glenn Dubin
disclosed that, as of Sept. 17, 2012, they beneficially own (a)
557 shares of common stock; (b) $932,200 aggregate principal
amount of 7.50% Mandatory Convertible Subordinated Notes due 2013,
convertible into 1,312,072 shares of common stock; and (c) Call
rights to purchase 50,000 shares of common stock of Beazer Homes
USA, Inc., representing 5.26% of the shares outstanding.  A copy
of the filing is available for free at http://is.gd/pOlaek

                        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.


BEST UNION: Has Authority to Use Bank of China's Cash
-----------------------------------------------------
The Bankruptcy Court has approved a stipulation between The Best
Union LLC and Bank of China on the use of cash collateral through
November 30, 2012, pursuant to the terms of a budget.

As of the Petition Date, Bank of China contends the principal and
interest amount due from the Debtor is at least $6,949,863.30 plus
additional fees, costs, and expenses.  Under the terms of the Loan
Documents, the Debtor assigned all rents, royalties, issues,
profits and income in the West Covina Property and its right,
title and interest in and to any and all leases.  The cash
collateral of Bank of China includes all the rents, income,
profits and revenue from the Debtor's property.

As adequate protection, Bank of China will have a continuing lien
and security interest in post-petition assets of Debtor, to the
same extent, type and priority as Bank of China has in the
Collateral under the Loan Documents.  In addition, Bank of China
is granted a super-priority administrative claim for the amount by
which adequate protection proves to be inadequate.

The Debtor also agrees to pay to Bank of China full monthly
payments of principal and interest as set forth in the Budget, and
to make monthly deposits into a Debtor-in-Possession impound
account established at Bank of China.  All payments made under
this Order will be applied by Bank of China to the Bank of China
Existing Obligations and/or any and all amounts continuing to
accrue under the loans.

Bank of China is represented by:

         Scott H. Olson, Esq.
         SEYFARTH SHAW LLP
         560 Mission Street, Suite 3100
         San Francisco, CA 94105
         Tel: (415) 544-1065
         Fax: (415) 839-8965
         E-Mail: solson@seyfarth.com

                       About The Best Union

West Covina, California-based, The Best Union LLC, owns properties
in West Covina and Fresno, California.  Bank of China and SPCP
Group V, LLC, have secured claims of $5.888 million and
$2.255 million, respectively.  The West Covina property generated
income of $752,000 last year.  The Fresno property generated
income of $251,000 in 2011.

The Company filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 12-32503) on June 28, 2012.  Bankruptcy Judge Peter
Carroll presides over the case.  Mufthiha Sabaratnam, Esq., at
Sabaratnam and Associates represents the Debtor in its
restructuring effort.  The Debtor has scheduled assets of
$11,431,364, and scheduled liabilities of $9,195,179.  The
petition was signed by James Lee, manager.


BEST UNION: Court OKs Sabaratnam & Associates as Counsel
--------------------------------------------------------
The Best Union LLC sought and obtained approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Mufthiha Sabaratnam, Esq., at Sabaratnam & Associates as
bankruptcy counsel.

The firm received $15,000 payment from third party, CKL Investment
Corporation, for prepetition services rendered to the Debtor.  The
firm also received just prior to the bankruptcy filing, $5,000 as
a prepetition retainer to be disbursed only pursuant to the
provisions of the Application and the Court's order with respect
to the application.  A separate check for $1,046 for filing fees
was also paid to the firm by CKL.

Ms. Sabaratnam expects that her compensation will be based on a
combination of factors, including without limitation: customary
hourly fees $300 to Ms. Sabaratnam; $250 per hour for associate
attorneys; and $65 per hour for paralegals, in addition to costs
and expenses.

                       About The Best Union

West Covina, California-based, The Best Union LLC, owns properties
in West Covina and Fresno, California.  Bank of China and SPCP
Group V, LLC, have secured claims of $5.888 million and
$2.255 million, respectively.  The West Covina property generated
income of $752,000 last year.  The Fresno property generated
income of $251,000 in 2011.

The Company filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 12-32503) on June 28, 2012.  Bankruptcy Judge Peter
Carroll presides over the case.  Mufthiha Sabaratnam, Esq., at
Sabaratnam and Associates represents the Debtor in its
restructuring effort.  The Debtor has scheduled assets of
$11,431,364, and scheduled liabilities of $9,195,179.  The
petition was signed by James Lee, manager.


BIOVEST INTERNATIONAL: Corps Real Invests Additional $708,000
-------------------------------------------------------------
Corps Real, LLC, elected to invest an additional $708,440 in debt
financing pursuant to the Plan Secured Promissory Note, dated Nov.
17, 2010, issued by Biovest International, Inc., to it.  As a
result of the additional loan, the outstanding principal balance
under the previously outstanding Corps Real Note was increased
from $2,291,559 to $3,000,000.  The note is due on Nov. 17, 2012.

                   About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on
Nov. 10, 2008.  Biovest emerged from Chapter 11 protection, and
its reorganization plan became effective, on Nov. 17, 2010.

In its audit report for the fiscal 2011 financial statements,
CHERRY, BEKAERT, & HOLLAND L.L.P., in Tampa, Fla., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred cumulative net losses since inception of approximately
$161 million and cash used in operating activities of
approximately $4.6 million during the two years ended Sept. 30,
2011, and had a working capital deficiency of approximately
$2.2 million at Sept. 30, 2011.

The Company reported a net loss of $15.28 million on $3.88 million
of total revenue for the year ended Sept. 30, 2011, compared with
a net loss of $8.58 million on $5.35 million of total revenue
during the prior year.

The Company's balance sheet at June 30, 2012, showed $5.03 million
in total assets, $43 million in total liabilities, and a
$37.96 million total stockholders' deficit.


BLUEJAY PROPERTIES: Hearing on Cash Use Continued to Oct. 26
------------------------------------------------------------
Bluejay Properties, LLC, will return to the Bankruptcy Court on
Oct. 26 for another hearing on its request to use rents to pay for
costs while in Chapter 11.

The Debtor is again expected to spar with Bankers' Bank of Kansas
and University National Bank, which have filed objections to the
Debtor's use of cash tied to pre-bankruptcy loans.

On Oct. 3, the Court held a hearing on the use of cash collateral.
In an emergency order dated Oct. 9, the Court said it is necessary
"to issue an emergency order allowing the Debtor to use certain
cash collateral representing the rents received upon the Debtor?s
property subject to assignments of rents Banker?s Bank of Kansas
and University National Bank.  This temporary order is necessary
to avoid the immediate and irreparable harm that would be suffered
by the military families that are housed in the Debtor?s apartment
complex.  This Court may take into account the public interest in
this matter, and the Court determines that it benefits the public
interest to eliminate any possible hardship the halt in operations
of the Debtor may cause.  The Debtor is hereby temporarily
authorized to use cash collateral in the course of its business
operations until the Court?s hearing on the Motion on October 26,
2012 at 9:30 a.m., and without prejudice to any parties asserting
an objection to the Motion."

The Court's emergency order provides that the Debtor is allowed to
use cash collateral by maintaining the current contract
relationship with Rental Management Solutions, and Rental
Management Solutions is authorized to take any and all normal
actions to manage the property, to make payments to creditors if
in the ordinary course and to receive payments as it would in due
course of its management of the property.  Rental Management
Solutions is temporarily authorized to act in line with the
Property Management Agreement of June 2, 2011, and to take any
actions allowed under said Agreement.  Further, Rental Management
Solutions is allowed to be compensated from the rents as their
normal practice in the contracted amounts, without the need to
make application under the Bankruptcy Code for retention and
payment of the same, but only until such time as the matter can be
heard or their contract otherwise approved.

The emergency order also ruled that TICC Property Management, LLC,
which owns an 82% interest in Bluejay, is authorized to take
certain actions to engage contractors, pay expenses or otherwise
to maintain or improve the property for sale, or to take such
actions as are necessary to insure the proper processing of any
documentation requirements for the sale of the property, pursuant
to its Asset Management Agreement of May 22, 2012.  TICC is also
allowed to be compensated from the rents as their normal practice
in the contracted amounts, without the need to make application
under the Bankruptcy Code for retention and payment of the same,
but only until such time as the matter can be heard, or the Court
approves employment of TICC pursuant to the Bankruptcy Code.  The
authority of TICC is limited in that cash collateral may not be
used for any capital improvement upon said property if the cost of
the same shall exceed $2,500, until such time as a budget is
approved by the parties or the Court.

The Court also permitted the Debtor to pay any pre-petition wages
or payroll expense from cash collateral as the same are to be
treated as critical vendors in this case.  The Debtor is ordered,
in addition to the required Debtor-in-Possession accounts for
payroll, taxes and operations, to open a separate DIP account for
cash collateral.

Bankers' Bank of Kansas, the assignee of a promissory note and
mortgage between University National Bank and Bluejay, said its
collateral may not be used for the general expenses of Bluejay in
absence of aadequate protection.  The bank, which asserts a
secured claim for $13.08 million, said Bluejay does not intend to
pay any adequate protection payments but instead asserts that it
will pay the bank interest within 90 days of the petition date.
Bluejay has asserted that Bankers' Bank of Kansas is adequately
protected merely because it is fully secured.  The bank disputes
the Debtor's claim that the value of the property provides the
bank adequate protection for use of the cash collateral.

Bankers' Bank of Kansas is represented by:

          Scott M. Hill, Esq.
          Linda S. Parks, Esq.
          HITE FANNING & HONEYMAN LLP
          100 North Broadway, Suite 950
          Wichita, KS 67202
          Tel: 316-265-7741
          Fax: 316-267-7803
          E-mail: hill@hitefanning.com
                  parks@hitefanning.com

University National Bank is the holder of a $1.2 million mortgage
on the Debtor's property junior to the debt assigned to Bankers'
Bank of Kansas.  UNB also asserted that the Debtor has failed to
offer adequate postpetition security interest to the banks.  UNB
also disputes the Debtor's allegations that the banks are
oversecured.

UNB is represented by:

         Edward J. Nazar, Esq.
         REDMOND & NAZAR, LLP
         245 North Waco, Suite 402
         Wichita, KS 67202-1117
         Tel: 316-262-8361
         Fax: 316-263-0610
         E-mail: ebnl@redmondnazar.com

Kaw Valley Bank, meanwhile, expressed support on the Debtor's
request to use cash collateral.  KVB asserts that it holds an
interest in Bluejay that is prior and superior to any rights of
BBOK or UNB to the Debtor's property.

KVB said Bluejay has painstakingly sought to preserve the property
and the prospect for an immediate sale, while fending off the
advances of BBOK and UNB to control BJP?s property and stream of
rents in order to satisfy their disputed claims.  To deny Bluejay
the use of its rents in these circumstances (i.e. a well-
maintained operation, on-going negotiations for a sale, and
disputed claims) would deny protection to all creditors and in no
way would serve to adequately protect any creditor ultimately
found to have a right to an interest in BJP?s property or its
rents.

KVB is represented by:

          Patricia E. Hamilton, Esq.
          Kristin L. Ballobin, Esq.
          STEVENS & BRAND, LLP
          515 S. Kansas Ave., Suite 200
          Topeka, KS 66603
          Tel: (785) 408-8000
          Fax: (785) 408-8003

                      About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., at Stumbo Hanson, LLP in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  Bankers' Bank of Kansas is owed $13.08 million,
secured by a first mortgage on the property.  The petition was
signed by Michael L. Thomas of TICC Prop., managing member.


BLUEJAY PROPERTIES: Hiring Stumbo Hanson as Bankruptcy Counsel
--------------------------------------------------------------
Bluejay Properties LLC, by and through its member, TICC Property
Management LLC, seeks Bankruptcy Court permission to employ Stumbo
Hanson, LLP, to act as legal counsel.

The firm's professionals who will work on the Debtor's case and
their hourly rates are:

     -- Todd A. Luckman, Esq., Gary H. Hanson, Esq., Tom R.
        Barnes II, Esq., Lee W. Hendricks, Esq., at $200 per hour;

     -- Kathryn E. Sheedy and other Associates of the Firm at
        $175 per hour; and

     -- Law Clerks and Para Legal Staff at $60 per hour

To the best of the Debtor's knowledge, Stumbo Hanson has no
connection with the Debtor, creditors, or any other party in
interest, or their attorneys.

The Debtor's affiliate, Michael L. Thomas, have agreed to pay the
proposed attorneys a case retainer of $14,253.74.

Stumbo Hanson represents no interest adverse to the Debtor or the
estate in the matters upon which it is to be engaged.

                      About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., at Stumbo Hanson, LLP in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  Bankers' Bank of Kansas is owed $13.08 million,
secured by a first mortgage on the property.  The petition was
signed by Michael L. Thomas of TICC Prop., managing member.


BLUEJAY PROPERTIES: Sec. 341 Creditors' Meeting on Nov. 5
---------------------------------------------------------
The U.S. Trustee in Wichita, Kansas, will hold a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341(a) in the chapter 11 case
of Bluejay Properties, LLC, on Nov. 5, 2012, at 10:00 a.m. at KC
Room 173.

                      About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., at Stumbo Hanson, LLP in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  Bankers' Bank of Kansas is owed $13.08 million,
secured by a first mortgage on the property.  The petition was
signed by Michael L. Thomas of TICC Prop., managing member.


BOOZ ALLEN: DSES Acquisition No Impact on Moody's 'Ba3' CFR
-----------------------------------------------------------
Moody's Investors Service said Booz Allen Hamilton Holding
Corporation's (parent of Booz Allen Hamilton Inc.) announcement
that it has entered into a definitive agreement to acquire the
Defense Systems Engineering & Support (DSES) division of ARINC
(rated B2/positive outlook) for a purchase price of approximately
$154 million is modestly positive but will not affect Booz Allen
Hamilton Inc.'s (Ba3 corporate family rating and stable outlook).
Booz Allen's speculative grade liquidity rating (SGL) remains SGL-
1 reflecting very good liquidity.

The principal methodology used in rating Booz Allen Hamilton Inc.
was the Global Aerospace and Defense Methodology, published June
2010. Other methodologies used include Loss Given Default for
Speculative Grade Issuers in the US, Canada, and EMEA, published
June 2009.

Booz Allen Hamilton is a provider of management and technology
consulting services to the U.S. government in the defense,
intelligence and civil markets. Booz Allen is headquartered in
McLean, Virginia, and reported revenue of approximately $5.8
billion for the last twelve months ended June 30, 2012.


CAPITOL BANCORP: Plan Outline Hearing Adjourned to Dec. 4
---------------------------------------------------------
The Hon. Marci McIvor of the U.S. Bankruptcy Court for the Eastern
District of Michigan approved a stipulation continuing until
Dec. 4, 2012, at 10:30 a.m., the combined hearing on the adequacy
of the disclosure statement and confirmation of Capitol Bancorp
Ltd.'s plan.  Any objections of the Official Committee of
Unsecured Creditors are due Nov. 27, 2012.

The extended deadline will apply only to the Committee.  The
deadline for any other party-in-interest to file and serve any
objections to the approval of the solicitation procedures, the
adequacy of the Disclosure Statement or confirmation of the Plan
will remain Sept. 10, 2012, at 5 p.m., pursuant to the Court's
August 15 order.

The stipulation was entered among the Debtor, Financial Commerce
Corporation, and the Committee.

As reported in the Troubled Company Reporter on Oct. 16, 2012,
Rachel Feintzeig at Dow Jones' DBR Small Cap reported 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.


CASTAIC PARTNERS: Withdraws Application to Employ Marguiles
-----------------------------------------------------------
Castaic Partners LLC has withdrawn its application to employ The
Marguiles Law Firm, APLC, as general bankruptcy counsel.  The
Debtor did not disclose the basis for the withdrawal.

Castaic Partners LLC and affiliate Castaic Partners II filed
separate Chapter 11 petitions (Bankr. C.D. Calif. Case Nos.
12-36123 and 12-36116) in Los Angeles on July 30, 2012.  Castaic
Partners owns 847 acres of unimproved land by Tapia Canyon Road,
in Castaic, California.

Castaic Partners LLC disclosed assets of $29.5 million and
liabilities of $23.98 million in its petition.  The petition was
signed by William J. Barkett, managing member.

Castaic Partners I previously sought Chapter 11 protection in
October 2010 (Bankr. C.D. Calif. Case No. 10-53956).  At that
time, the Debtor said the property was worth $29.5 million.

The Debtors are represented in the 2012 case by The Margulies Law
Firm APLC of Encino, California.

Judge Julia W. Brand presides over the case.  She took over from
Judge Ernest M. Robles.


CENTRAL COVENTRY FIRE: Attorney Is Interim Special Master
---------------------------------------------------------
Coventry Patch News reports that Providence, Rhode Island attorney
Richard Land will be taking on the role of temporary Special
Master of the Central Coventry Fire District, which filed for
state receivership last Tuesday.  Mr. Land has been appointed to
ensure that judicial orders are followed throughout the legal
process, according to the report.

The report notes that the 52-member district is currently working
without pay as its $1.6-million deficit is being considered.
Mr. Land's appointment will be reviewed by R.I. Superior Court
Judge Brian P. Stern on Oct. 17.  Mr. Land has practiced law in
Rhode Island since 1996 and was named Receiver for the bankrupt 38
Studios in August of this year.


CENTRO IMAGENES: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Centro Imagenes Del Noreste Inc.
        C-5 Roberto Clemente Avenue
        Villa Carolina
        Carolina, PR 00985

Bankruptcy Case No.: 12-08095

Chapter 11 Petition Date: October 11, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Fausto David Godreau Zayas, Esq.
                  LATIMER, BIAGGI, RACHID & GODREAU, LLP
                  P.O. Box 9022512
                  San Juan, PR 00902-2512
                  E-mail: dgodreau@LBRGlaw.com

Scheduled Assets: $1,440,525

Scheduled Liabilities: $4,527,896

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/prb12-08095.pdf

The petition was signed by Emilio Torres Reyes, president.


CHARTERED HEALTH PLAN: Regulators May Place Firm in Receivership
----------------------------------------------------------------
Mike DeBonis at The Washington Post reports that District is
moving to end its relationship with the health-care company owned
by embattled campaign financier Jeffrey E. Thompson after auditors
discovered significant financial irregularities in its books.

Multiple senior officials confirmed that Chartered Health Plan
will not have its contract renewed to manage care for low-income
city residents, its only significant source of business, and that
insurance regulators are considering a move to place the company
in government receivership, according to The Washington Post.

The report relates that the officials spoke on the condition of
anonymity, citing the sensitivity of the negotiations with the
company.  Representatives from the insurance and health-care
finance departments are set to attend a Chartered board meeting
evening, where they plan to discuss a range of potential
regulatory actions, The Washington Post notes.

The Washington Post recalls that Mr. Thompson stepped down as the
chairman of Chartered's board in April -- less than two months
after federal agents searched his home and offices, thrusting him
into the center of a wide-ranging campaign finance probe.
Mr. Thompson has been implicated in the funding of a vast "shadow
campaign" waged in support of Vincent C. Gray's successful 2010
mayoral campaign, The Washington Post relates.

The report notes that Wayne Turnage, the city's health-care
finance director, told the D.C. Council in April that it was
"unlikely" Chartered would keep its contract, worth $355 million
last year, after it expires in May 2013 as long as Mr. Thompson
remained its owner.  Since then, the report relays that
Mr. Thompson has pursued a sale, but no deal has been finalized.

The move toward possible receivership, the officials said, came
after the company notified city officials in recent weeks that it
would have to restate its financial positions after an independent
auditor identified irregularities in the company's books, the
report discloses.

The report notes that Chartered had been in tough financial
straits even before Mr. Thompson fell under federal prosecutors'
scrutiny.

The company reported an operating loss of nearly $15 million in
2011, but it remains by far the largest of the city's three
managed-care providers, the report relates.

Should the District pursue a takeover of Chartered, members could
remain with the plan until May, officials said, the report adds.


CIRCUS AND ELDORADO: Reaches Agreement With Noteholders
-------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that Circus
and Eldorado Joint Venture has reached an agreement with Black
Diamond Capital Management and noteholders trustee Bank of New
York Mellon that has earned noteholders support for the hotel and
casino owner's reorganization plan.

                     About Circus and Eldorado

Circus and Eldorado Joint Venture and Silver Legacy Capital Corp.
filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case Nos. 12-51156
and 12-51157) on May 17, 2012.

Circus and Eldorado Joint Venture owns and operates the Silver
Legacy Resort Casino, a 19th century silver mining themed hotel,
casino and entertainment complex located in downtown Reno, Nevada.
The casino and entertainment areas at Silver Legacy are connected
by skyway corridors to the neighboring Eldorado Hotel & Casino and
the Circus Circus Hotel and Casino, each of which are owned by
affiliates of the Debtors.  Together, the three properties
comprise the heart of the Reno market's prime gaming area and room
base.

Silver Legacy Capital is a wholly owned subsidiary of the Joint
Venture and was created and exists for the sole purpose of serving
as a co-issuer of the mortgage notes due 2012.  SLCC has no
operations, assets or revenues.

Eldorado Hotel & Casino and Circus Circus Hotel and Casino are not
debtors in the Chapter 11 cases.

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.

As a result, an aggregate of $142.8 million principal amount of
Notes were outstanding and accrued interest of $7.23 million on
the Notes, as of March 1, 2012, is due and payable.

The Debtors have entered into a Restructuring Support Agreement
with Capital Research and Management Company, a holder of a
substantial portion of the mortgage notes.  A copy of the RSA
dated March 15, 2012, is available for free at
http://is.gd/diDPh3. The RSA contemplates a proposed plan will be
filed no later than June 1, 2012.   The plan will contain creditor
treatments that have already been negotiated with and agreed to by
creditor constituents.  The Debtors will seek approval of the
explanatory disclosure statement within 45 days after the Petition
Date and obtain confirmation of the Plan 60 days later.

Judge Bruce T. Beesley presides over the case.  Paul S. Aronzon,
Esq., and Thomas P. Kreller, Esq., at Milbank, Tweed, Hadley &
McCloy LLP; and Sallie B. Armstrong, Esq., at Downey Brand LLP,
serve as the Debtors' counsel.  The Debtors' financial advisor is
FTI Consulting Inc.  The claims agent is Kurtzman Carson
Consultants LLC.

The Bank of New York Mellon Trust Company, N.A., the trustee for
the Debtors' 10-1/8% Mortgage Notes due 2012, is represented by
Craig A. Barbarosh, Esq., and Karen B. Dine, Esq., at Pillsbury
Winthrop Shaw Pittman LLP.

Circus and Eldorado Joint Venture disclosed $264,649,800 in assets
and $158,753,490 in liabilities as of the Chapter 11 filing.
The petitions were signed by Stephanie D. Lepori, chief financial
officer.

The Plan dated June 1, 2012, pays much of its debt in cash and the
balance with new secured liens.

August B. Landis, Acting U.S. Trustee for Region 17, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Debtors' Chapter 11 cases.  Stutman, Treister &
Glatt Professional Corporation represents the Committee.


CNH CAPITAL: Moody's Assigns 'Ba2' Rating to $500MM Note Issue
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the $500
million note issue of CNH Capital LLC. The rating reflects the
strategic importance of CNH Capital to its parent, CNH Global NV
(CNH), and a support agreement between the parent and the finance
operation. The Corporate Family Rating (CFR) and Probability of
Default Rating (PDR) of CNH Global are affirmed at Ba2 and its
Speculative Grade Liquidity rating remains at SGL-3. The rating
outlook for both CNH Global and CNH Capital is stable.

Ratings Rationale

CNH Capital is a captive finance operation of CNH. It provides
retail and wholesale financing in support of CNH's farm and
construction equipment sales in North America. At June 2012, CNH
Capital had total assets of $12.7 billion. CNH Capital represents
a significant portion of GNH's global Financial Services
Operations (CNHFS) that had $19.3 billion of total assets at June
2012.

A support agreement between CNH and CNH Capital requires the
parent to: 1) own at least 51% of CNH Capital; 2) maintain CNH
Capital's tangible net worth of at least $50 million; and 3)insure
that CNH Capital maintains fixed charge coverage of no less than
1.05x. Beyond this support agreement CNH provides considerable
financial support to its finance operations in the form of
intercompany loans. At June 2012 CNH had advanced approximately
$2.7 billion to CNHFS in order to support the financing of the
operation's global portfolio.

Both CNH Capital and CNHFS maintain prudent underwriting
standards, competitive return levels, and adequate capitalization
relative to other captive finance operations in the heavy
equipment manufacturing sector. Nevertheless, the heavy reliance
of CNH Capital and CNHFS on the wholesale funding market to
support their portfolios and the need to regularly access that
market to fund new originations contribute to Ba stand-alone
credit profile. The support agreement from CNH and the strategic
importance of these operations to the parent support the Ba2
rating assigned to the new note issuance.

The Ba2 rating of the notes also recognizes CNH's long-term
initiative to broaden the funding base of the financial service
operations away from its very heavy reliance on the securitization
market for its external funding requirements. CNH Capital's
current issuance of $500 million in unsecured notes is the second
such issuance by the company, following a $500 million offering
during October 2011. These financings are a constructive move in
the company's effort to strengthen its funding structure. Proceeds
of the new issuance will be used for general corporate purposes
that include funding portfolio growth and repaying maturing
obligations.

CNH benefits from the favorable long-term demand fundamentals in
the global farm equipment market, a competitive position in this
sector, and a broad geographic footprint. Moreover, CNH has made
considerable progress in improving the operating efficiencies and
return measures of its farm equipment business, and in
strengthening its dealer network. As a result of these factors,
CNH is well-positioned to generate steady improvement in its
credit metrics. Moody's also notes that CNH's construction
equipment markets have bottomed out following the unprecedented
downturn of 2009/2010. The company has significantly reduced
construction equipment production capacity, modest profits were
generated during 2011, and Moody's expects that demand will
gradually improve. Consequently, the construction equipment
operations, which currently represent approximately 20% of total
sales, will represent a much less significant drag on overall
performance.

Moody's does not expect the drought affecting the North American
farm sector to weaken the credit profile of CNH or to materially
alter the long-term global demand for grains or agricultural
equipment. Some North American farmers will experience weaker
income due to the drought. In addition, sales of combines may
weaken due to lower harvests. However, there are a number of
factors that should moderate the negative impact on intermediate-
term AE demand. These include: the extensive use of crop insurance
by US farmers; higher commodity prices resulting from lower grain
supplies; strong equipment demand by Europe and Latin American
farms; and, the likelihood of robust US farm plantings during
2013.

CNH's current credit metrics (particularly leverage and interest
coverage) are strongly supportive of the Ba2 rating level. For the
twelve months through June 30, 2012, CNH's key metrics were the
following: debt/EBITDA was 3.1x, EBIT/interest was 3.3x, EBITA
margin was 7.8%, and retained cash flow/debt a strong 25.3% (all
metrics reflect Moody's standard adjustments).

The key feature of CNH's liquidity profile is the approximately
$1.5 billion gap between the company's maturing debt and its
liquidity sources which include cash on hand, committed credit
facilities, and free cash flow generation. However, Moody's
expects that CNH will maintain access to the ABS market and will
be able to refund its maturing obligations. Consequently, Moody's
views the company's overall liquidity position as adequate. This
is reflected in CNH's Speculative Grade Liquidity rating of SGL-3.
Moody's also notes that this liquidity gap has narrowed
considerably during the past year (from a level that had
approximated $3.3 billion). This improvement in liquidity, and the
progress in accessing the unsecured debt market by CNH Capital,
are both part of the company's long-term commitment to achieving a
more solid financial profile.

The stable outlook balances Moody's expectation that CNH will
maintain solid credit metrics for the Ba2 rating level against the
shortfall in its liquidity profile.

There could be upward movement in CNH's rating if EBIT/interest
was on track to approach 4x and debt/EBITDA was likely to remain
below 3x. An essential consideration in any further upward
movement in CNH's rating would also be the degree to which the
company narrowed its current $1.7 billion liquidity shortfall.

CNH's rating could come under pressure if softness in key
agricultural equipment or construction equipment markets resulted
in EBIT/Interest failing to exceed 2x and debt/EBITDA remaining
above 5x.

The principal methodology used in rating CNH was the Global Heavy
Manufacturing Rating Methodology published in November 2009, The
Rating Relationship Between Industrial Companies And Their Captive
Finance Subsidiaries

Industry Methodology published in May 2012, and the Finance
Company Global Rating Methodology published in March 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.


CNH CAPITAL: S&P Assigns 'BB' Rating on $500M Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue rating
to U.S.-based CNH Capital LLC's proposed $500 million of senior
unsecured notes. CNH Capital is a wholly owned subsidiary of The
Netherlands-based CNH Global N.V. (BB+/Stable/--).

"The ratings on CNH Capital (a wholly owned captive finance
company that provides financial services for CNH Global customers
in the U.S. and Canada) reflect those on CNH Global, its parent.
We view this subsidiary as a core holding of CNH Global given its
strategic importance to the parent, CNH Global's ability to
influence CNH Capital's actions, and our expectation that the
parent would provide financial support to the capital company in
times of need. CNH Capital's receivables account for more than
half of the total managed portfolio of CNH Global's worldwide
financial services organization. We believe CNH Capital's
financial services are a key offering that facilitates the sale of
CNH Global's equipment," S&P said.

"Our 'BB' issue rating on CNH Capital's senior unsecured notes
reflects the capital company's heavy reliance on secured debt,
primarily through asset-backed security transactions, which we
consider to have encumbered a significant majority (more than 70%)
of the assets on its balance sheet. We believe that these
transactions could materially weaken recovery prospects for the
unsecured debtholders in the event of a default," S&P said.

"The ratings on agricultural and construction equipment
manufacturer CNH Global reflect Standard & Poor's assessment of
the company's business risk profile as 'satisfactory' and its
financial risk profile as 'significant.' The long-term corporate
credit rating and outlook on CNH Global are the same as those on
its Italy-based parent, Fiat Industrial SpA (BB+/Stable/B), which
owns approximately 88% of the company," S&P said.

"We consider CNH to be one of Fiat Industrial's core holdings, as
it produces the majority of its parent's revenues and profits.
Therefore, the ratings on CNH Global reflect the financial and
business risk profiles of its parent. Further, Fiat Industrial has
made a proposal to combine with CNH Global through a new holding-
company structure. CNH Global's board has recently concluded that
the proposal was inadequate but remains available to evaluate
alternative proposals for a merger transaction with Fiat
Industrial," S&P said.

RATINGS LIST

CNH Capital LLC
Corporate Credit Rating         BB+/Stable/--

New Rating

CNH Capital LLC
$500 mil. senior unsecd notes   BB


CROSS ISLAND: Plan Solicitation Exclusivity Extended Dec. 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
extended until Dec. 31, 2012, Cross Island Plaza, Inc., and
affiliate Block 1892 Realty Corp.'s exclusive period to solicit
acceptances for the proposed Chapter 11 Plan.

As reported in the Troubled Company Reporter on. Aug. 9, 2012, the
Debtors' Plan promises to provide U.S. Bank National Association,
as trustee on a secured promissory note, full payment for its
$26 million secured claim from the proceeds of the sale of the
Debtors' property or rental fees.  DLJ Mortgage Capital Inc. will
have an allowed claim of $48.3 million and will have valid liens
but payment for the claim will be contingent on assets held by the
distribution agent after the distribution pursuant to the carve-
out and holders of priority claims and U.S. Bank.  Holders of
general unsecured claims will split with what's left with the
disbursing agent after administrative expenses and secured
creditors are paid.  Holders of equity interests won't receive
anything.  Equity holders are deemed to reject the Plan.

A redlined-copy of the Disclosure Statement, as amended June 21,
2012, is available for free at:

     http://bankrupt.com/misc/Cross_Island_DS_062112.pdf

                     About Cross Island Plaza

Rosedale, New York-based Cross Island Plaza, Inc., and affiliate
Block 1892 Realty Corp. filed Chapter 11 petitions (Bankr.
E.D.N.Y. Case Nos. 12-42491 and 12-42493) on April 4, 2012.

Cross Island claims to be a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101 (51B).  The Debtor disclosed $30,637,984 in
assets and $74,014,238 in liabilities as of the Chapter 11 filing.

CIP owns and operates an office building and parking lot known as
"One Cross Island Plaza" in Rosedale.  The property consists of
three floors and a lower level which is occupied by roughly 100
tenants.  Block owns an additional parking lot in close proximity
to the One Cross Island Plaza, and has entered into a ground lease
with CIP to provide additional parking space for two tenants of
Cross Island.

Judge Nancy Hershey Lord presides over the cases.  Adam L. Rosen,
Esq., at Silverman Acampora LLP, serves as the Debtors' counsel.
The petition was signed by Chloe Henning, authorized
representative.

To date, no committee, trustee, or examiner has been appointed the
cases.


CSD, LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: CSD, LLC
        6990 South Pecos Road
        Las Vegas, NV 89120

Bankruptcy Case No.: 12-21668

Chapter 11 Petition Date: October 12, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: James D. Greene, Esq.
                  GREENE INFUSO, LLP
                  3030 South Jones Boulevard, Suite 101
                  Las Vegas, NV 89146
                  Tel: (702) 570-6000
                  Fax: (702) 463-8401
                  E-mail: jgreene@greeneinfusolaw.com

Debtor?s
Chief
Restructuring
Officer:          ODYSSEY CAPITAL GROUP, LLC

Estimated Assets: $50,000,001 to $100,000,000

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

The petition was signed by Steven K. Kennedy, manager of CSD
Management, LLC, manager.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Wells Fargo Equipment Finance      Leased Equipment     $1,033,344
733 Marquette Avenue, Suite 700
Minneapolis, MN 55402

Lionel Sawyer & Collins            Legal Expenses         $210,444
300 South Fourth Street, Suite 1700
Las Vegas, NV 89101

Town & Country                     Business Debt          $136,653
2884 Horseshoe Drive
Las Vegas, NV 89120

Nitz Walton & Heaton, Ltd.         Legal Expenses          $38,594

Casa de Shenandoah, LLC            Payroll and Taxes       $34,660

Wayne Newton/Erien Miel, Inc.      Business Debt           $23,712

Impact Sand & Gravel               Business Debt           $23,678

Clark County Treasurer             Taxation/Licensing      $21,605

Casa Security, LLC                 Wages and Taxes         $21,007

Nevada Energy                      Business Debt           $20,769

Landscape Designz, Inc.            Business Debt           $18,137

Steve Kennedy                      Business Debt           $17,335

Niels L. Pearson                   Business Debt           $15,975

Par 3 Landscape & Maintenance      Business Debt           $14,085

Design Concrete of Nevada          Business Debt           $13,815

Penney Construction                Business Debt           $11,610

Condley & Company, LLC             Business Debt           $10,380

Flat Iron Capital                  Business Debt            $6,859

P.R. Engineering                   Business Debt            $6,840

Bradshaw, Smith & Co., LLP         Accounting Expense       $6,226


CSD LLC: Still Unopened Wayne Newton Museum in Chapter 11
---------------------------------------------------------
CSD, LLC, filed a Chapter 11 petition (Bankr. D. Nev. Case No.
12-21668) on Oct. 12, estimating at least $50 million in assets
and at least $1 million in liabilities.

The Debtor owns 37.82 acres of land, seven houses, and an
equestrian facility, located at 6629 S. Pecos Road, Las Vegas,
Nevada.  The Debtor purchased the property from the Newtons for
$19.5 million to develop and operate a museum/tourist attracting
honoring the life and career of Wayne Newton.  Situated in the
purchased property is the current home of the Newtons, which was
to be used to showcase Wayne Newton's memorabilia.  The museum
remains unopened.  DLH, LLC, majority owner of the Debtor,
contributed nearly $60 million towards development of the museum.

Plans called for contributing $2 million toward the construction
of a new home for Newton on the acreage.  The new home hasn't been
built, so Newton still lives in the existing home, paying minimal
rent.

While the Debtor has made substantial expenditures towards the
development of the Newton Museum, the Debtor and the Newtons have
been involved in certain disputes regarding the development of the
museum.  The Debtor in May 2012 filed a lawsuit in Nevada state
court for fraud, civil conspiracy, and breach.  The Newtons filed
counterclaims.  Because of the deteriorating relationship of the
parties, it appears that it is no longer feasible for the parties
to move forward with the development of the museum.

On Aug. 9, 2012, the Debtor's committee members held an emergency
meeting and voted to dissolve the Debtor.  Though the Debtor has
sought approval in the state court proceedings to dissolve, that
matter is not scheduled to be heard until May 2013.

Because the Debtor is out of money and options, the majority of
the committee members voted in favor of the bankruptcy filing.
Although the Debtor is out of cash, it claims that it has
substantial equity in its property.

The Debtor has decided that, at the present time, a sale of the
Debtor's property pursuant to Section 363 of the Bankruptcy Code,
followed by the filing of a plan of liquidation, is the Debtor's
best option for maximizing the value of the property and
maximizing the return to the Debtor's creditors and interest
holders.

There's a meeting of creditors under 11 U.S.C. Sec. 341(a) on
Nov. 15, 2012 at 1:00 p.m.  Proof of claims are due Feb. 13, 2013.

Attorneys at Greene Infuso, LLP, represent the Debtor.


CSG SYSTEMS: S&P Assigns 'BB' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' issue-level
rating to Englewood, Colo.-based CSG Systems International Inc.'s
proposed $250 million senior secured credit facilities, consisting
of a $150 million term bank loan due 2017 and a $100 million
revolving bank loan due 2017. "We also assigned the credit
facilities a recovery rating of '1', indicating our expectation
for very high (90% to 100%) recovery for lenders in the event of a
payment default," S&P said.

"We expect the company to use proceeds from the proposed
transaction, along with cash on hand, to refinance its existing
$168 million of senior secured credit facilities due 2015.
Therefore, our financial risk assessment of 'intermediate' remains
unchanged. The proposed credit facilities will have substantially
similar terms to the existing facilities, with the exception of
lower interest rate spreads and a modest loosening of certain
limitations related to share repurchases and dividends," S&P said.

"The 'BB' corporate credit rating and stable outlook reflect our
expectation that fully-adjusted leverage will remain below 3x over
the next few years, and that liquidity will continue to be strong.
We believe revenue growth will be muted through at least 2013 due
to the sluggish economy, the likelihood for discounting given
upcoming key contract renewals, and the potential for modest
revenue declines and subscriber losses related to industry
consolidation. However, we consider the risk of a sizable decline
in revenues and profitability over the next year as very low.For
the corporate credit rating rationale, see the summary analysis on
CSG published on Aug. 29, 2012," S&P said.

RATING LIST

CSG Systems International Inc.
Corporate Credit Rating                  BB/Stable/--

New Rating

CSG Systems International Inc.
Senior Secured
  $150 Mil. Term Bank Loan Due 2017       BBB-
   Recovery Rating                        1
  $100 Mil. Revolving Bank Loan Due 2017  BBB-
   Recovery Rating                        1


DEWEY & LEBOEUF: Hiring Ernst & Young as Tax Services Provider
--------------------------------------------------------------
Dewey & LeBoeuf LLP asks the U.S. Bankruptcy Court for the
Southern District of New York for authorization to employ Ernst &
Young LLP to provide tax compliance services, nunc pro tunc to
Oct. 1, 2012.

The tax compliance services to be provided by E&Y are:

  A. fixed fee services:

     -- preparation of the U.S. federal income tax return, Form
        1065, for the Debtor for the year ended Dec. 31, 2011;

     -- preparation of the state and local income and franchise
        tax returns and K-1 equivalents where applicable for those
        jurisdictions listed in the statement of work ("SOW") for
        tax compliance services; and

     -- preparation of the statements listed on Attachment B to
        the Tax Compliance SOW.

  B. hourly services:

     -- assistance with gathering and reconciling the necessary
        information for the preparation of the returns, including
        revising tax work-papers and returns due to updated
        information;

     -- assistance with research, documentation, correspondence,
        and responses to various Federal and State notices;

     -- reviewing client prepared depreciation schedules, making
        adjustments, if necessary;

     -- assistance with gathering data for the completion of
        Schedule M-3, including information related to foreign
        subsidiaries, permanent and temporary differences, detail
        of book income, and related analysis;

     -- preparation of Form 5471;

     -- preparation of additional state income tax filings during
        the current year;

     -- re-work of client provided state apportionment data;

     -- assistance with updating financial information received
        from the client impacting tax return;

     -- assistance with adjustments and discussions regarding PBC
        allocations of book income, if necessary;

     -- preparation of forms and disclosures not included in the
        2010 tax returns;

     -- computation and analysis of applicable penalty and
        interest using tax interest software;

     -- assistance with changes in the Debtor's tax depreciation
        schedules to take advantage of Section 179/bonus
        deprecation rules, if necessary;

     -- assistance with fixed asset reconciliation and analysis
        and assistance provided for in the computation of state
        tax depreciation when the Debtor's system did not compute
        state adjustments for bonus deprecation;

     -- conversion of the PDF format trial balances into excel and
        bridging the related information into the tax return, if
        needed;

     -- research and analysis of the proper tax treatment for
        transactions during 2011, if needed;

     -- changes to the Debtor's 2011 tax returns stemming form
        adjustments to fixed asset depreciation, partner
        allocations, and certain income and expense items proposed
        by the Debtor after the returns have been finalized; and

     -- assistance provided following a technical termination
        resulting in the preparation of two returns instead of one
        for the partnership.

EY LLP will charge the Debtor a fixed fee of $180,000 for all
Fixed Fee Services Provided.

EY LLP will also charge the Debtor for Hourly Services based on
its agreed hourly rates for all Hourly Services provided,
according to the following rate schedule:

     Partner                $620 - $730
     Executive Director     $520 - $660
     Senior Manager         $500 - $590
     Manager                $420 - $520
     Senior                 $250 - $390
     Staff                  $120 - $210

EY LLP's total compensation for the Tax Compliance Services will
not exceed $250,000 for all Fixed Fee Services and Hourly
Services.

To the best of the Debtor's knowledge: (i) EY LLP is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code; and (ii) EY LLP does not hold or represent
an interest adverse to the Debtor and the Debtor's estate.

                       About Dewey & LeBoeuf

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 LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

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.


DEWHURST CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Dewhurst Construction, Inc.
        939 Clint Moore Road
        Boca Raton, FL 33487

Bankruptcy Case No.: 12-34644

Chapter 11 Petition Date: October 14, 2012

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

Judge: Erik P. Kimball

Debtor's Counsel: David L. Merrill, Esq.
                  Tina M. Talarchyk, Esq.
                  TALARCHYK MERRILL, LLC
                  205 Worth Ave #320
                  Palm Beach, FL 33480
                  Tel: (561) 899-3333
                  Fax: (561) 899-3379
                  E-mail: dlm@tmbk11.com
                          tmt@tmbk11.com

Scheduled Assets: $805,338

Scheduled Liabilities: $1,705,478

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flsb12-34644.pdf

The petition was signed by Steven Dewhurst, president.


EAST END: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: East End Development, LLC
        108-110 Duane Street, Suite LL
        New York, NY 10007

Bankruptcy Case No.: 12-76181

Chapter 11 Petition Date: October 12, 2012

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Tracy L. Klestadt, Esq.
                  KLESTADT & WINTERS LLP
                  570 Seventh Avenue, 17th Floor
                  New York, NY 10018
                  Tel: (212) 972-3000
                  E-mail: tklestadt@klestadt.com

Debtor?s
Construction
Consultant:       EDIFICE REAL ESTATE PARTNERS, LLC

Scheduled Assets: $27,300,207

Scheduled Liabilities: $35,344,416

The petition was signed by Emil Talel of MM Sag Harbor, LLC,
managing member.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Longview Ultra Construction Loan   --                   $3,184,011
Fund
c/o Amalgamated Bank NYC
275 7th Avenue
New York, NY 10001

JPR2, Inc.                         --                     $843,072
24 Waters Edge Lane
Mount Sinai, NY 11766

Iron Horse Development &           --                     $515,629
Management, Inc.
299 Broadway
New York, NY 10007

Inter-County Mechanical Corp.      --                     $510,241
1600 Ocen Avenue
Bohemia, NY 11716

Thyssenkrupp Elevator Corporation  --                     $416,880
460 West 34th Street
New York, NY 10001

B&G Electrical Contractors Of LI,  --                     $394,580
Inc.
7100 New Horizons Boulevard
North Amityville, NY 11701

RLW4 Construction, Inc.            --                     $277,140
P.O. Box 6012
Southampton, NY 11969

All Systems Maintenance, Inc.      --                     $247,795

Water Mill Building Supply, Inc.   ?-                     $213,949

Sam P. Israel                      ?-                     $140,000

Garth Hayden Architect             --                     $105,000

Husband For Hire, Inc.             --                     $103,151

A Richmond County Stucco & Stone   --                     $102,360

Island Insulation Services, LLC    --                      $97,000

Southampton Brick & Tile, LLC      --                      $94,340

Squire, Pierson & Sons, Inc.       --                      $94,239

Oldcastle Precast, Inc.            --                      $84,000

Bridghampton Steel & Welding, Inc. --                      $76,093

Pristine Pool Construction Corp.   --                      $71,703

Premier Sheet Metal, Inc.          --                      $68,840


EAST END DEV'T: Unfinished Condo in Sag Harbor Files Chapter 11
---------------------------------------------------------------
East End Development, LLC, the owner of a 90% completed
condominium in Sag Harbor, New York, filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-76181) in Central Islip, New York.

The Debtor valued the condominium property at $27.3 million, and
secures $34.7 million in claims.  A copy of the schedules is
available for free at:
http://bankrupt.com/misc/nyeb12-76181.pdf

The Debtor is represented by Klestadt & Winters LLP.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Debtor filed for Chapter 11 reorganization so the
existing lender can loan another $7.3 million to complete
construction.

According to the report, the project has 19 units in a three-story
building situated on about one acre.  Terraces face the
waterfront, court papers show.  The lender, Longview Ultra
Construction Loan Investment Fund, is owed about $32.2 million.
Financing was exhausted, construction ceased, and the lender
commenced foreclosure in August.

The Bloomberg report discloses that the owner filed papers to
authorize $7.3 million in additional financing from Longview to
complete construction.  The loan agreement calls for a $1 million
interim advance.


EASTERN LIVESTOCK: Robert M. Fishman Authorized as Mediator
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
approved the appointment of Robert M. Fishman to mediate the issue
of the reasonableness of the proposed settlement with Fifth Third
Bank as contained in the Chapter 11 Plan proposed by Eastern
Livestock Co., LLC.

James A. Knauer, the Chapter 11 trustee appointed in the case,
told the Court that Mr. Fishman's hourly rate of $650 and a total
estimated cost of $75,000 for fees and expenses which will be paid
by the estate.

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

                      About Eastern Livestock

Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states.  ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
It shut operations in November 2010.

On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, filed an
involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No.
10-93904) for the Company.  The creditors asserted $1.45 million
in claims for "cattle sold," and are represented by Greenebaum
Doll & McDonald PLLC.

Judge Basil H. Lorch III entered an Order for Relief on Dec. 28,
2010.  At the behest of the creditors, the Court appointed James
A. Knauer, Esq., as Chapter 11 trustee to operate Eastern
Livestock's business.  The Chapter 11 trustee is represented by
James M. Carr, Esq., at Baker & Daniels LLP, nka Faegre Baker
Daniels LLP, as counsel and Katz, Sapper & Miller, LLP, as
accountants.  BMC Group Inc. is the claims and notice agent.

The Debtor has disclosed $81,237,865 in assets and $40,154,698 in
papers filed in Court.  The Debtor, in its amended schedules,
disclosed $59,366,230 in assets and $40,154,697 in liabilities as
of the Chapter 11 filing.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010.
The petition was signed by Thomas P. Gibson, as manager.  Michael
J. Walro, appointed as Chapter 7 Trustee for East-West Trucking,
has tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis as counsel.  Mr. Gibson, together with his spouse,
Patsy M. Gibson, pursued a personal bankruptcy case (Bankr. S.D.
Ind. Case No. 10-93867) in 2010.  Kathryn L. Pry, the court-
appointed trustee for the Gibson's Chapter 7 case, tapped Dale &
Eke, P.C., as counsel.


EASTMAN KODAK: In Talks With Creditors on Financing, Exclusivity
----------------------------------------------------------------
Eastman Kodak Company said that in the next 30 days it will be
discussing with its creditor groups on issues regarding case
financing that may provide the basis for exit financing, extension
of the exclusivity period under Chapter 11, and the structure of
the Company's plan of reorganization.  Specifically, the Company
will engage in negotiations with representatives and holders of
the Company's second lien debt, the unsecured creditors committee,
and representatives of the Company's UK subsidiary's pension fund
to resolve claims and other issues to support a consensual plan of
reorganization.

In order to enable further discussions and negotiations with
Unrestricted Creditors, the Company publicly disclosed on October
12 certain forward-looking information showing the Company's cash
forecast and financial projections for Kodak's Commercial Imaging
business, the foundation of the Company's emergence plan.  The
Company is now supplementing that information with (a) comparable
actual performance data for U.S. cash flow for July 2012 and
August 2012 and (b) pro forma projections for the second half of
2012.  This information is available for free at:

                        http://is.gd/OOl0Az

                        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.


EDIETS.COM INC: CEO & Pres. Quits; COO Assumes Both Roles
---------------------------------------------------------
eDiets.com, Inc., announced on Oct. 15, 2012, that Tom Connerty
has resigned from his position as president and chief executive
officer and as a member of the company's board of directors,
effective immediately.  The board of directors has appointed Chief
Operating Officer Jennifer Hartnett as president and chief
executive officer.

"During my tenure as President and Chief Executive Officer, we
have made meaningful progress on many of our strategic objectives,
including stabilizing the Company's meal delivery business,
developing a new creative marketing strategy and introducing new
product offerings," said Mr. Connerty.  "Given these
accomplishments, the recent sale of the Company's corporate
services business and pending acquisition by As Seen on TV, Inc.,
I believe that the foundation for the next phase of the business
is firming up and it is the appropriate time for me to move on to
other activities.  Jennifer has worked closely with me for a
number of years, including at eDiets and at Nutrisystem during the
Company's greatest period of growth, and I am confident that she
will do a tremendous job in her new role."

Kevin Richardson, Chairman of eDiets.com, commented, "Tom has been
instrumental in helping to put eDiets on a path to growth since he
joined our board in April 2011 and assumed the position of
President and CEO in February 2012.  We appreciate the many
contributions Tom has made to our Company and wish him well in his
future endeavors."

Ms. Hartnett joined eDiets.com in February 2011 as Chief Marketing
Officer responsible for the strategy, analysis and planning of all
marketing, including customer acquisition, retention and
reactivation.  In February 2012, she was named Chief Operating
Officer.  Ms. Hartnett has over 20 years of strategic marketing
experience with leading consumer brands, including Nutrisystem,
Parisian Slim, The Bon-Ton Department Stores, David's Bridal,
Miadora.com, Macy's, and May Company.

"I am honored to assume the role of President and CEO and look
forward to improving the effectiveness of our business strategy
and maximizing eDiets's growth potential," said Jennifer Hartnett.

In addition, the Company announced that the acquisition of
eDiets.com by As Seen On TV, Inc., a direct response marketing
company, is proceeding on track and the transaction is anticipated
to close during the fourth quarter of 2012.  ASTV announced its
agreement to acquire eDiets.com on Aug. 10, 2012.

                            About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs.  eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com

Following the 2011 results, Ernst & Young LLP, in Boca Raton,
Florida, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses, was not
able to meet its debt obligations in the current year and has a
working capital deficiency.

The Company's balance sheet at June 30, 2012, showed $1.99 million
in total assets, $4.26 million in total liabilities, all current,
and a $2.26 million total stockholders' deficit.

                         Bankruptcy Warning

On Aug. 10, 2012, the Company entered into a letter of intent with
As Seen On TV, Inc., a direct response marketing company, whereby
ASTV agreed to acquire all of the Company's outstanding shares of
common stock in exchange for 16,185,392 newly issued shares of
ASTV common stock, representing an acquisition price of
approximately $0.80 per share of the Company's common stock.
Under the Letter of Intent, all of the Company's other outstanding
securities exercisable or exchangeable for, or convertible into,
the Company's capital stock would be deemed converted into, and
exchanged for securities of ASTV on an as converted basis
immediately prior to the record date of the acquisition.

Both before and after consummation of the transactions described
in the Letter of Intent, and if those transactions are never
consummated, the continuation of the Company's business is
dependent upon raising additional financial support.

"In light of our results of operations, management has and intends
to continue to evaluate various possibilities to the extent these
possibilities do not conflict with our obligations under the
Letter of Intent," the Company said in its quarterly report for
the period ended June 30, 2012.  "These possibilities include:
raising additional capital through the issuance of common or
preferred stock, securities convertible into common stock, or
secured or unsecured debt, selling one or more lines of business,
or all or a portion of the our assets, entering into a business
combination, reducing or eliminating operations, liquidating
assets, or seeking relief through a filing under the U.S.
Bankruptcy Code."


EGPI FIRECREEK: Fife Trading Discloses 8.3% Equity Stake
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, St. George Investments, LLC, Fife Trading, Inc., and
John M. Fife disclosed that, as of Oct. 15, 2012, they
beneficially own 300,000,000 shares of common stock of EGPI
Firecreek, Inc., representing 8.26% based on 3,633,761,705 of the
Company's Common Shares outstanding as of Aug. 19, 2012, as
reported in the Company's amended 10-Q filed Sept 13, 2012.  A
copy of the filing is available for free at http://is.gd/vdgtde

                       About EGPI Firecreek

Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.

The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008.  Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas.  In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas.  This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.

The Company reported a net loss of $4.97 million in 2011, compared
with a net loss of $4.48 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.57 million
in total assets, $6.42 million in total liabilities, all current,
$1.86 million in series D preferred stock, and a $5.71 million
total shareholders' deficit.

In its audit report for the 2011 results, M&K CPAS, PLLC, in
Houston, Texas, noted that the Company has suffered recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going
concern.


ELITE PHARMACEUTICALS: Phentermine Capsules OK'd; Launch Delayed
----------------------------------------------------------------
Elite Pharmaceuticals, Inc., received approval as of September
28th from the U.S. Food and Drug Administration for generic
phentermine capsules 15 mg and 30 mg.  Elite also announced that
the sole supplier of the active pharmaceutical ingredient approved
for this phentermine capsule product has restricted the amount of
API available to Elite and this will delay the launch of this
product.

The supply restriction also prevents Elite, and its sales and
marketing partner, from meeting growing demand for the phentermine
37.5 mg tablets and is also expected to restrict sales of this
product.

Elite believes the supplier is wrongfully limiting supply.  If
Elite is unable to timely resolve this dispute in a reasonable
manner then, unless and until Elite is able to obtain adequate
amounts of API, it will not be able to sustain or grow the sales
of the generic phentermine products.  Elite has begun to qualify
an alternative supplier, but qualification of an alternative
supplier, due to FDA requirements, will entail a significant
amount of time and could be expected to take 12 months or longer.

                     About Elite Pharmaceuticals

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

Elite Pharmaceuticals reported a net loss attributable to common
shareholders of $15.05 million for the year ended March 31, 2012,
compared with a net loss attributable to common shareholders of
$13.58 million during the prior year.

Demetrius & Company, L.L.C., in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2012, citing significant losses
resulting in a working capital deficiency and shareholders'
deficit, which raise substantial doubt about the Company's ability
to continue as a going concern.


FAIRFAX FINANCIAL: Fitch Holds Low-B Rating on Five Share Classes
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to Fairfax Financial
Holdings Limited's (Fairfax) new CDN$200 million issue of 5.84%
senior notes due 2022.  Fitch has also affirmed the ratings of
Fairfax and its subsidiaries.  The Rating Outlook is Stable.

Fairfax intends to use the net proceeds of the offering to augment
its cash position, to increase short-term investments and
marketable securities held at the holding company level, to retire
outstanding debt, and for general corporate purposes.

Fitch's rationale for the affirmation of Fairfax's ratings
reflects the company's sizable cash position and favorable
financial flexibility.  The ratings also reflect anticipated
challenges in the overall competitive, but generally improving,
property/casualty market rate environment, the potential for
additional adverse reserve development - particularly on older
accident years and in runoff operations, earnings volatility from
catastrophes, and investments and increased financial leverage.

Fairfax's financial leverage ratio (adjusted for equity credit and
to exclude unrealized gains on fixed income investments) was 33.4%
at June 30, 2012, up slightly from 33.2% at Dec. 31, 2011.
Following the CDN$200 million senior note issuance, Fairfax's pro
forma financial leverage ratio increases to approximately 34.6% at
June 30, 2012, just within Fitch's expected range of 20%-35%.

Operating earnings-based interest and preferred dividend coverage
(excluding net gains and losses on investments) has been very low
in recent years as operating earnings have declined with weaker
underwriting results and high catastrophe losses.  Including
holding company cash, operating earnings-based coverage has been
better, averaging 6.5x from 2009 to 2011, with 5.2x through the
first half of 2012.

Fairfax continues to maintain a sizable amount of holding company
cash, short-term investments and marketable securities of $1
billion at June 30, 2012, which Fitch believes provides Fairfax a
sufficient cushion in meeting potential subsidiary cash flow
shortages and liquidity to service its debt.  Fairfax also
continues to demonstrate favorable financial flexibility with Crum
& Forster, Northbridge Financial Insurance Group, Zenith Insurance
Group, and Odyssey Reinsurance Company serving as key sources of
dividends as wholly owned major ongoing operating subsidiaries.

The key rating triggers that could result in an upgrade include
consistent underwriting profitability and operating results in
line with peers and industry averages, overall flat-to-favorable
loss reserve development, financial leverage maintained below 20%,
and continued maintenance of at least $1 billion of holding
company cash, short-term investments and marketable securities.

The key rating triggers that could result in a downgrade include
declines in book value per share for an extended time period,
sizable adverse loss reserve development, movement to materially
below-average underwriting or investment performance, financial
leverage maintained above 35%, operating earnings plus holding
company cash-based interest and preferred dividend coverage of
less than 4x, significant acquisitions that reduce the company's
financial flexibility, and a substantial decline in the holding
company's cash position.

Fitch assigns the following rating:

Fairfax Financial Holdings Limited

  -- CDN$200 million 5.84% senior notes due 2022 at 'BBB-'.

Fitch affirms the following ratings with a Stable Outlook:

Fairfax Financial Holdings Limited

  -- Issuer Default Rating (IDR) at 'BBB';
  -- Senior debt at 'BBB-';
  -- $82 million 8.25% due Oct. 1, 2015 at 'BBB-';
  -- $48 million 7.75% due June 15, 2017 at 'BBB-';
  -- $144 million 7.375% due April 15, 2018 at 'BBB-';
  -- CDN$400 million 7.5% due Aug. 19, 2019 at 'BBB-';
  -- CDN$275 million 7.25% due June 22, 2020 at 'BBB-'.
  -- $500 million 5.8% due May 15, 2021 at 'BBB-';
  -- CDN $400 million 6.4% due May 25, 2021 at 'BBB-';
  -- $92 million 8.3% due April 15, 2026 at 'BBB-';
  -- $91 million 7.75% due July 15, 2037 at 'BBB-';
  -- CDN$250 million series C preferred shares at 'BB';
  -- CDN$200 million series E preferred shares at 'BB';
  -- CDN$250 million series G preferred shares at 'BB';
  -- CDN$300 million series I preferred shares at 'BB';
  -- CDN$230 million series K preferred shares at 'BB'.

Fairfax, Inc.

  -- IDR at 'BBB'.

Crum & Forster Holdings Corp.

  -- IDR at 'BBB';

Crum & Forster Insurance Group:
Crum and Forster Insurance Company
Crum & Forster Indemnity Company
The North River Insurance Company
United States Fire Insurance Company

  -- Insurer Financial Strength (IFS) at 'A-'.

First Mercury Insurance Company

  -- IFS at 'A-'.

Northbridge Financial Insurance Group:
Federated Insurance Company of Canada
Northbridge Commercial Insurance Corporation
Northbridge General Insurance Corporation
Northbridge Indemnity Insurance Corporation
Northbridge Personal Insurance Corporation
Zenith Insurance Company (Canada)

  -- IFS at 'A-'.

Odyssey Re Holdings Corp.

  -- IDR at 'BBB';
  -- $50 million series A unsecured due March 15, 2021 at 'BBB-';
  -- $50 million series B unsecured due March 15, 2016 at 'BBB-';
  -- $40 million series C unsecured due Dec. 15, 2021 at 'BBB-';
  -- $183 million 7.65% due Nov. 1, 2013 at 'BBB-';
  -- $125 million 6.875% due May 1, 2015 at 'BBB-'.

Odyssey Reinsurance Company

  -- IFS at 'A-'.

Zenith National Insurance Corp.

  -- IDR at 'BBB'.

Zenith Insurance Company
ZNAT Insurance Company

  -- IFS at 'A-'.


FIRSTFED FINANCIAL: Court OKs Reorg. Plan with Modifications
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved on October 11 the terms of a Chapter 11 Plan of
Reorganization for FirstFed Financial Corp.  The Company expects
to file a written Plan of Reorganization next week, reflecting the
terms as so approved, with the Bankruptcy Court as part of a
confirmation order.

As reported by the TCR on Sept. 19, 2012, the U.S. Trustee
assigned to the FirstFed Financial case filed with the Court an
objection to the Second Amended Chapter 11 Plan of Reorganization
proposed by the Debtors and Holdco Advisors stating, "The Plan
contains numerous provisions that provide for non-debtor releases,
broad exculpations and indemnifications that cannot and should not
be confirmed as a matter of controlling Ninth Circuit law."

                      About FirstFed Financial

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

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


FLETCHER GRANITE: U.S. Trustee Seeks Chapter 7 Case Conversion
--------------------------------------------------------------
The U.S. Trustee in the bankruptcy case of FGC Liquidation, LLC,
formerly known as Fletcher Granite Company, LLC, asks the U.S.
Bankruptcy Court for an order converting the case to Chapter 7
liquidation because, save the Debtors' inventory and accounts
receivable, substantially all of the Debtors' assets have been
sold and there is continuing diminution of the estate and no
reasonable likelihood of rehabilitation.

                      About Fletcher Granite

Westford, Massachusetts-based Fletcher Granite Company LLC --
http://www.fletchergranite.com/-- produced granite for buildings,
bridges and road construction.

Fletcher Granite filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 10-43884) on Aug. 2, 2010.  David J.
Reier, Esq., and Laura Otenti, Esq., at Posternak Blankstein &
Lund LLP, serve as counsel to the Debtor.  The Debtor estimated
its assets at $10 million to $50 million and debts at $1 million
to $10 million in its Chapter 11 petition.  The U.S. Trustee has
formed a five-member Official Committee of Unsecured Creditors.

In November 2010, the judge approved a $7 million all-cash sale of
Fletcher Granite's assets to stalking-horse bidder Nesi Realty
LLC.  The Debtor renamed itself to FGC Liquidation, LLC, following
the sale.


FLETCHER INT'L: Chapter 11 Trustee Taps Luksin Stern as Counsel
---------------------------------------------------------------
Richard J. Davis, the trustee appointed in the Chapter 11 case of
Fletcher International, Ltd., asks the U.S. Bankruptcy Court for
authority to employ Luskin, Stern & Eisler LLP as his counsel.

The firm will, among other things:

(a) identify, location, and analysis of the Debtor's assets,
    many of which consist of complex investments or investment
    products in the custody or control of third parties (some
    affiliates of the Debtor and some unrelated).  In some
    instances, litigation may be required to recover assets;

(b) investigate potential claims against insiders and others, and
    litigation of viable claims; and

(c) assess and resolution of creditors' and investors' claims.

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

The firm's hourly rates are:

   Partners             Current Rate       Discounted Rate
   --------             ------------       ---------------
Michael Luskin             $800               $720
Richard Stern              $800               $720
Nathan Eisler              $800               $720

   Associates
   ----------
Matthew O'Donnell          $600               $540
Richard Favata             $600               $540
Stephan Hornung            $500               $450
Alex Talesnick             $340               $306

                 About Fletcher International

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

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

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

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

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

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

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.


GENERAL MOTORS: Court Rules on Valuation of TPC Properties
----------------------------------------------------------
General Motors LLC, which purchased the majority of the assets of
General Motors Corporation, now known as Motors Liquidation
Company, in a July 2009 asset sale, and certain secured creditors
that held liens on two of Old GM's assets prior to the Section 363
sale, are in dispute over the method to determine the value of the
creditors' collateral.

The creditors, called TPC Lenders, seek a valuation of their
collateral in accordance with the July 2009 order approving the
sale, which will determine the extent to which they are entitled
to payment in cash, in contrast to New GM securities.  But New GM
and the TPC Lenders cannot agree on which of two alternative
valuation methodologies is the proper one.

The TPC properties consist of a transmission manufacturing plant
in White Marsh, Maryland and a service parts distribution center
in Memphis, Tennessee.  The TPC Lenders held liens on the TPC
Properties that aggregately secured $90.7 million in debt.  The
lien on the Maryland Facility secured $63.9 million, and the lien
on the Tennessee Facility secured $26.8 million.

On July 5, 2009, after approving the 363 Sale over others'
objections, the Court entered the Sale Order.  Under the Sale
Order, the TPC Properties were transferred free and clear of liens
from Old GM to the entity now known as New GM, and the $90.7
million was placed into the Escrow Account.

New GM and the TPC Lenders obtained their own appraisals for the
TPC Properties. New GM obtained an appraisal that utilized the
"fair market" standard. But the TPC Lenders obtained two
appraisals -- one that utilized the "fair market" standard and
another that utilized the "value in use" standard.  Using the
"fair market" standard, New GM valued the TPC Properties at
$30.575 million, and the TPC Lenders valued the TPC Properties at
$42 million.  But using the "value in use" standard, the TPC
Lenders valued the TPC Properties at $64.9 million.

New GM contends that the "fair market" method should be utilized,
while the TPC Lenders argue that the "value in use" method should
be.  They agree, however, that a determination of the threshold
issue of the appropriate methodology will facilitate settlement,
or at least advance the ultimate resolution of the controversy.

In an Oct. 16 decision, Judge Robert Gerber said the "fair market"
method is the proper one.

The "value in use" standard differs from the "fair market value"
standard in that the "value in use" standard refers to a "specific
person or a specific firm."  More precisely, these two standards
differ in the respects that an appraisal made under the "fair
market value" standard deducts for (1) functional obsolescence,
(2) external obsolescence, and (3) tax advantages that would only
be obtained by either the seller or the buyer -- here Old GM or
New GM.

According to Judge Gerber, the Court can easily see uses for the
"value in use" mechanism under other scenarios -- most obviously
where the property has not been subjected to a sale process
(especially one subject to higher and better offers), and remains
in the hands of its original owner or a successor by means other
than a sale. But the Court does not see the "value in use" method
as appropriate in the case, where the TPC properties were the
subject of a sale.

As of the Petition Date, the TPC Lenders were comprised of,
collectively, Wells Fargo Bank Northwest, N.A., as agent, on
behalf of Norddeutsche Landesbank Girozentrale (New York Branch)
as administrator, Hannover Funding Company, as CP Lender, and
Deutsche Bank, AG, New York Branch, HSBC Bank USA, ABN AMRO Bank
N.V., Royal Bank of Canada, Bank of America, N.A., Citicorp USA,
Inc., Merrill Lynch Bank USA, and Morgan Stanley as purchasers.

A copy of the Court's Oct. 16 decision is available at
http://is.gd/oGKYwpfrom Leagle.com.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

General Motors Corp. and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31, 2011.


GHC NY: 55 Gans Lender and Gerald Romanoff Seek Case Dismissal
--------------------------------------------------------------
55 Gans Lender LLC will ask Bankruptcy Judge Robert E. Gerber at a
hearing Oct. 30, 2012 for an order:

   (a) dismissing the Chapter 11 case filed by GHC NY Corp.
       pursuant to 11 U.S.C. Sec. 1112(b);

   (b) abstaining from and remanding state court litigation
       between 55 Gans Lender LLC and Robert Romanoff; and

   (c) excusing compliance with 11 U.S.C. Sec. 543 to allow a
       state court receiver to continue its pending action against
       Robert Romanoff, and to modify the automatic stay.

Gerald Romanoff, sole officer and director of GHC NY, also filed a
motion with the U.S. Bankruptcy Court to dismiss the Debtor's
Chapter 11 case.  There's a hearing Nov. 13 on the motion.

55 Gans, in its motion, said Robert caused the bankruptcy case to
be filed immediately after the adjudication by Hon. O. Peter
Sherwood, Justice of the Supreme Court of the State of New York,
County of New York, in the case, 55 Gans Lender LLC as successor
in interest to Capital One, N.A. v. GHC NY Corp. et al, Index No.
850024/20-11, holding that Robert was personally liable for
$232,288 (plus additional sums as they accrue) for use and
occupancy through August 31, 2012 of two floors of the Gansevoort
Property since January 2009 under a "sham lease" while paying no
rent, terminating the sham lease and evicting Robert.

55 Gans asserts that:

  (a) Robert Romanoff lacked authority to file this case because
      he failed to obtain the required consent of his co-trustee;
      this, notwithstanding the fact that Robert's motions in
      State Court to act unilaterally without his co-trustee on
      similar matters have been denied twice at the trial court
      level and once in the Appellate Division,

  (b) Robert filed this case so that he could remove the
      Foreclosure Action and thereby avoid entry and enforcement
      of Supreme Court Orders (i) terminating his sham lease in
      the Gansevoort Property, (ii) entering judgment in the
      amount of $232,288 for non-payment rent under the sham
      lease, and (iii) evicting him from his spacious two-story
      Meatpacking District luxury apartment, and

  (c) The Receiver needs to remain in control of the Gansevoort
      Property because Robert cannot be expected to evict himself
      and collect a judgment against himself.

Gerald Romanoff argues that the bankruptcy petition was wholly
unauthorized, and filed in bad faith -- which both bolsters
"cause" for dismissal for lack of corporate authority and provides
separate "cause" for dismissal.  Robert retained counsel to file
the Petition after he suffered a string of losses in state court
and six days after one judge in a foreclosure action ordered
Robert to pay back rent of over $200,000 within 10 days of the
order, and found that Robert's "freeloading" for seven years in a
building owned by GHC was at least partly responsible for the
foreclosure action against GHC's Gansevoort Property.  In a
classic case of forum shopping, Robert filed the Petition and
removed the foreclosure action to federal court to avoid the state
court ruling.  Moreover, the Petition was also filed as the next
battleground of his relentless, and to date, unsuccessful, war to
subvert the estate plan of his mother, Sheryl Romanoff ("Sheryl"),
to wrestle control of GHC away from his father, Gerald, and to
deny his mother certain majority ownership rights she has in GHC's
parent company, New Roads."

Gerald Romanoff pointed out that the Bankruptcy Court is now the
fourth forum in which Robert seeks to fight with his parents over
GHC after having no success in multiple state court fora.

55 Gans is represented by:

         William F. Savino, Esq.
         Bernard Schenkler, Esq.
         DAMON MOREY LLP
         The Avant Building, Suite 1200
         200 Delaware Avenue
         Buffalo, NY 14202
         Tel: (716) 856-5500
         E-mail: wsavino@damonmorey.com

              - and -

         Mark Frankel, Esq.
         BACKENROTH FRANKEL & KRINSKY, LLP
         489 Fifth Avenue, 28th Fl.
         New York, NY 10017
         Tel: (212) 593-1100
         E-mail: mfrankel@bfklaw.com

Gerald Romanoff is represented by:

         August C. Venturini, Esq.
         Valerie L. Hooker, Esq.
         VENTURINI & ASSOCIATES
         230 Park Avenue, Suite 545
         New York, NY 10169
         Tel: (212) 826-6800

              - and -

         Walter Benzija, Esq.
         Julie D. Dyas, Esq.
         HALPERIN BATTAGLIA RAICHT, LLP
         555 Madison Avenue, 9th floor
         New York, NY 10022
         Tel: (212) 765-9100

                           About GHC NY

GHC NY Corp. in New York filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 12-14031) on Sept. 25, 2012.  Robert R.
Leinwand, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck
P.C.  GHC NY estimated $10 million to $50 million in assets and
debts.  The petition was signed by Robert Romanoff, authorized
signatory.

The Debtor is owned by an entity named New Roads Realty Corp.,
which is ran by Robert Romanoff, who signed the Chapter 11
petition.  The Debtor sought Chapter 11 protection after Robert
Romanoff determined that the attempt of Gerald Romanoff to
transfer title to the Company's most valuable asset, the real
property and improvements located at 53-61 Gansevoort Street, new
York, New York, for inadequate consideration, would permanently
impair the Company's ability to pay its debts as they come due.

The resolution authorizing the bankruptcy filing said a pending
foreclosure proceeding against the Manhattan property and the real
property and improvements located at 501-511 Church Avenue,
Brooklyn, New York, without proper defenses thereto may cause
irreparable harm to the company.


GILA COUNTY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Gila County Radiology PLLC
        9522 East San Salvidor Drive, Suite 150
        Scottsdale, AZ 85258-0000

Bankruptcy Case No.: 12-22375

Chapter 11 Petition Date: October 11, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: John F. Goodson, Esq.
                  GOODSON, MANLEY, FORAKIS, PLC
                  340 East Palm Lane, Suite 300
                  Phoenix, AZ 85004
                  Tel: (602) 252-5110
                  Fax: (602) 257-1883
                  E-mail: ldlaw@ldlawaz.com

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

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 James Collins, MD, sole member.


GREENSPACE, INC.: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Greenspace, Inc.
        910 Boylston Avenue
        Seattle, WA 98104

Bankruptcy Case No.: 12-20326

Chapter 11 Petition Date: October 11, 2012

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Timothy W. Dore

Debtor's Counsel: Craig S. Sternberg, Esq.
                  STERNBERG THOMSON OKRENT & SCHER PLLC
                  500 Union Street, Suite 500
                  Seattle, WA 98101
                  Tel: (206) 386-5438
                  E-mail: craig@stoslaw.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 Alan B. Clark, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Silver Lake Center, LLC               09-21668            11/15/09


GREYSTONE LOGISTICS: Posts $966,000 Net Income in Aug. 31 Qtr.
--------------------------------------------------------------
Greystone Logistics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $966,767 on $7.12 million of sales for the three
months ended Aug. 31, 2012, compared with net income of $475,360
on $5.78 million of sales for the same period during the prior
year.

Greystone reported net income of $2.49 million for the year ended
May 31, 2012, compared with a net loss of $847,204 during the
prior fiscal year.

The Company's balance sheet at Aug. 31, 2012, showed
$13.08 million in total assets, $18.65 million in total
liabilities, and a $5.57 million total deficit.

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

                        http://is.gd/No2v0c

                     About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.


GUAM WATERWORKS: Fitch Affirms 'BB' Rating on $209-Mil. Bonds
-------------------------------------------------------------
Fitch Ratings affirms the following rating for Guam Waterworks
Authority (GWA or the authority):

  -- $209.7 million in outstanding water and wastewater revenue
     bonds at 'BB'.

The Rating Outlook is Stable.

SECURITY:

The bonds are senior lien bonds secured by the authority's net
system revenues.

KEY RATING DRIVERS

FINANCIAL RESULTS CURRENTLY FAVORABLE: GWA's financial
performance, while historically weak, has improved as a result of
actions by GWA's ratemaking bodies.  Further gains are projected
for fiscal 2012 and continued solid results are budgeted for
fiscal 2013.

ELEVATED DEBT AND CAPITAL PRESSURES: Debt levels are high and
significant capital needs remain to meet ongoing regulatory
requirements, which could challenge future financial results.  In
addition, additional capital spending will ultimately be needed to
meet expected military build-up demands.  While there is some
expectation that a portion of GWA's capital needs will be funded
by the U.S. Department of Defense (DOD), the federal budget debate
has created significant uncertainty as to timing and amount.

POLITICAL WILLINGNESS TO RAISE RATES: Rates have escalated
significantly over the last several years to high levels in order
to support GWA's capital improvement program (CIP).  Significant
additional needed rate hikes will further pressure customers and
could ultimately test the political willingness to raise rates by
the Consolidated Commission on Utilities (CCU, GWA's governing
body), the Public Utility Commission (PUC), and the Guam
government.

LEADERSHIP ACTIONS POSITIVE: Management has made substantial
progress to date in addressing remedial actions and improving
operating performance.

LIMITED ECONOMIC PROFILE: The service territory is isolated and
limited and has had a historical disposition to natural disasters.

WHAT COULD TRIGGER A RATING ACTION

DETERIORATING FINANCIALS: Given the extensive capital needs facing
the system, erosion in financial metrics could make it difficult
to meet long-term capital and regulatory requirements.

CLARITY ON MILITARY BUILD-UP: Clarity with regards to DOD spending
and assistance to GWA in meeting capital requirements could
alleviate long-term rate pressure somewhat.

CREDIT PROFILE

HISTORICAL CHANGES HAVE IMPROVED OPERATIONS

Historically, the system has been plagued with weak financial
performance and violations of the federal Clean Water Act (CWA)
and Safe Drinking Water Act (SDWA), which necessitated involvement
at the federal regulatory level.  However, since 2002 when the
authority's governance was changed from an appointed board to an
elected governing board, significant strides have been made
towards returning the system to regulatory compliance and ensuring
stable operations.  Nevertheless, significant challenges persist
which will pressure utility operations over the long-term.

FISCAL 2011 RESULTS DOWN SLIGHTLY

Senior lien debt service coverage (DSC) coverage declined slightly
in fiscal 2011. On a Fitch-calculated basis, senior DSC was 1.5x
in fiscal 2011 compared to 1.6x in fiscal 2010; GWA's calculation,
which adjusts certain revenues and expenditures on the income
statement showed DSC declining to 1.3x from 1.5x from fiscals 2011
to 2010, respectively.  The erosion of coverage was precipitated
by declining billable consumption (down 5%) and rising expenses,
including the initial purchase of system general property
insurance, which offset an 8% rate hike for the year.  For fiscal
2011, days cash also fell somewhat, dropping to 164 days from 203
days in fiscal 2010.

FISCAL 2012 FINANCES IMPROVED

To boost coverage to meet PUC's 1.75x DSC target for GWA, the CCU
and PUC approved a 13% base rate hike for fiscal 2012.  While
sales continue to be weaker than expected, GWA has implemented
cost control measures to reduce operating expenses.  As a result,
GWA is now forecasting DSC in the 2.0x range for the year.

FISCAL 2013 BUDGET ADOPTED

The CCU recently approved GWA's fiscal 2013 budget, which calls
for a 6% increase in operating expenditures (up $4.4 million) from
the adopted fiscal 2012 budget; debt service costs are flat for
the year.  The increase is driven by several components, the
largest of which is an escalation in administrative and general
costs ($2.6 million or 200% increase).  These costs are rising
largely as a result of higher chemical and biosolids disposal
charges related to a recently approved consent decree (the CD).

To support rising costs, the budget calls for a cumulative 12%
increase in customer charges, comprised of a 10% base rate
increase and various surcharges.  The rate proposal has been filed
with the PUC and a decision is expected shortly.  Based on
budgeted figures, GWA is forecasting achieving senior DSC of
almost 1.9x

STRONG HISTORY OF COMMITMENT TO RAISING RATES

Overall, the CCU and PUC have shown a demonstrated commitment to
raising rates over the last several years to enhance system
financial performance, approving cumulative increases of over 70%
since fiscal 2007, excluding the proposed adjustments for fiscal
2013.  While residential charges are currently high at an
estimated 2.4% of median household income, GWA's ratemaking
bodies' continued commitment to necessary rate hikes should lead
to continued favorable financial results.

REGULATORY CAPITAL NEEDS WILL CHALLENGE FUTURE RESULTS

Despite improved financial performance, GWA faces significant
capital needs to meet regulatory requirements.  In 2003 the
authority negotiated a stipulated order (SO) with the EPA as a
result of violations to the CWA and SDWA.  To date, GWA has
completed the vast majority of the deliverables associated with
the SO and remaining items are addressed in the fiscal 2012 - 2016
CIP.  However, to cure system-wide deficiencies and ensure ongoing
regulatory compliance, a CD was filed with the court in Nov. 2011,
which amended the SO and added several major projects to be
constructed.

Projects included in the CD are expected to cost between $200
million to $300 million and are required to be completed by 2020.
The CD was not unexpected, but the timeframe is accelerated from
what GWA initially proposed to regulators, which called for a 10-
20 year completion period.  As a result of the CD projects, the
fiscal 2012 - 2016 CIP increased over $100 million from the fiscal
2011 - 2015 CIP and will necessitate borrowings of $100 million to
$150 million in the 2013 and 2015 timeframes, effectively doubling
the amount of system debt.  Likewise user charges are expected to
see a significant increase over this period to support the
proposed issuances.  GWA is in the process of preparing a rate
plan for submittal to the PUC in January 2013, which is expected
to be comprised of a five-year package for fiscals 2014 - 2018.

MILITARY BUILD-UP DELAYED

While still uncertain, much of the additional CD capital
requirements may ultimately be funded by the DOD as part of a
military troop build-up that is scheduled to occur on the island
over the next several years.  However, given the nation's current
budget debate, there is great uncertainty as to troop levels,
timing, and amounts that will be available to assist GWA in
preparing for the additional system demands.

Currently, the DOD build-up is expected to result in an increase
of 5,000 military personnel over the next three to four years.
This compares to previous estimates of an ultimate increase to the
island's permanent population of around 32,000 people
(approximately a 20% increase from the current level) as part of
its relocation of troops from the nation of Japan.

GWA and the DOD have been working together to identify system
needs and funding resources to service the military's influx.  To
facilitate the relocation of troops, Japan passed legislation
approving a $420 million loan to GWA that would assist with GWA's
expansion needs and also provide for upgrades to GWA's two major
wastewater treatment plants to secondary treatment.  However,
before these monies may be obtained, GWA must execute a customer
service agreement with DOD that will support the loan.


H&N LANDSCAPE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: H&N Landscape, Inc.
        41011 W. Honeycutt Road
        Maricopa, AZ 85138

Bankruptcy Case No.: 12-22425

Chapter 11 Petition Date: October 11, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case, II

Debtor's Counsel: Kenneth L. Neeley, Esq.
                  NEELEY LAW FIRM, PLC
                  2250 E. Germann Road, Suite 11
                  Chandler, AZ 85286
                  Tel: (480) 802-4647
                  Fax: (480) 907-1648
                  E-mail: ecf@neeleylaw.com

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

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 Daryl Nelson, president.


HCA INC: Fitch Assigns Low-B Rating on Proposed $2-Bil. Notes
-------------------------------------------------------------
Fitch Ratings has assigned the following ratings to HCA Inc.'s
$2 billion proposed note issuances:

  -- $1 billion proposed senior secured notes, 'BB+/RR1';
  -- $1 billion proposed senior unsecured notes, 'B+/RR4'.

The Rating Outlook is Stable.  The ratings apply to $27 billion of
debt outstanding at June 30, 2012.

Fitch expects that the company will apply the proceeds of the
proposed notes for general corporate purposes, potentially
including reducing its 2013 bank term loan maturity as well as
funding an approximately $1.2 billion special dividend to
shareholders in the fourth quarter of 2012 (Q4'12).

HCA's ratings reflect the following main credit factors:

  -- The company has ample headroom in its credit metrics at the
     'B+' rating category. Fitch forecasts total debt-to-EBITDA of
     4.4x and EBITDA-to-gross interest expense of 3.6x at the end
     of 2012; total debt-to-EBITDA above 5.0x could result in a
     downgrade of the ratings.
  -- HCA's financial flexibility has improved following the
     extension of the bulk of the 2012-2013 debt maturity wall and
     refinancing of high coupon second lien secured debt at lower
     rates.
  -- Fitch expects continued robust discretionary free cash flow
    (FCF; cash from operations less capital expenditures and
     distributions to minority interests) of above $1.4 billion
     annually for HCA in 2012-2013.
  -- While strong cash generation could support debt pay down,
     Fitch does not believe that there is compelling financial
     incentive for the company to apply cash to debt reduction.
  -- HCA's debt agreements do not significantly limit the
     company's ability to undertake leveraging transactions, and
     the ratings are constrained by the prospect for debt funding
     of additional shareholder dividends and share repurchases. A
     demonstrated commitment to maintaining debt below 4.5x EBITDA
     over the next 12-18 months could support a positive rating
     action.

Solid Financial Flexibilty

HCA's liquidity profile is basically solid following the extension
of the bulk of the company's 2012-2013 debt maturities and the
refinancing of its relatively high coupon second lien secured debt
at lower rates.  At June 30, 2012, near-term maturities in the
capital structure include $1.5 billion of unsecured notes and
approximately $1.6 billion of bank term loan maturities in 2012-
2013.  Fitch expects that HCA will apply proceeds of the proposed
senior secured notes to reduce its 2013 bank term loan maturities,
leaving the company with a still sizeable but manageable maturity
schedule in 2012-2013.

Financial flexibility adequate to address the remaining 2012-2013
maturities is provided by ample sources of liquidity and solid
demonstrated capital market access.  At June 30, 2012, HCA's
liquidity included $518 million of cash on hand, $3.1 billion of
capacity on its bank facility revolving loans and latest 12 month
(LTM) FCF (cash from operations less capital expenditures,
dividends and distributions) of about 1.5 billion.  HCA's LTM
EBITDA-to-gross interest expense was solid for the 'B+' rating
category at 3.5x and the company had about a 40% EBITDA cushion
under its bank facility financial maintenance covenant, which
requires debt net of cash maintained below 6.75x EBITDA.

Cash Generation Outlook

Fitch's 2012-2013 operating forecast for HCA projects the company
generating $3.7 billion-$3.8 billion in cash from operations (CFO)
and $1.4 billion-$1.5 billion in FCF before dividends, assuming
capital expenditures of about $1.8 billion and minority
distributions of about $420 million.  Excluding a 1Q'12 $982
million special dividend payment, FCF before dividends would have
been nearly $2.5 billion in the LTM period ended June 30, 2012.

Versus the $2.5 billion of pre-dividend FCF generated in the LTM,
Fitch's more conservative forecast is driven primarily by higher
capital expenditures and cash taxes.  In 2011, FCF was boosted by
a favorable $800 million swing in cash tax payments versus 2010,
mostly due to tax refunds related to settlements that are not
expected to reoccur.  Also, CFO was boosted by $270 million in
2Q'12 as a result of a settlement from the federal government
related to historical Medicare payment rates.  CFO was higher than
normal across the hospital industry in the first half of 2012 as a
result of these one-time payments.

Fitch forecasts capital expenditures of $1.8 billion-$1.9 billion
for HCA in 2012-2013, up from $1.67 billion in 2011.  A higher
level of capital expenditures is anticipated across the for-profit
hospital industry in 2012.  The anticipated increase in spending
by the industry is driven by the construction of new and
replacement hospitals, maintenance items at recently acquired
hospitals and spending to implement electronic health records
systems.

Aggressive Capital Deployment Could Constrain Ratings

Pro forma for the $2 billion proposed notes issuance and assuming
half of the proceeds are applied to refinance outstanding debt,
Fitch forecasts year end 2012 total debt-to-EBITDA of 4.4x for
HCA.  At this level, HCA's debt leverage is basically consistent
with its peer companies.  While FCF generation could support debt
pay down, Fitch does not believe that there is compelling
financial incentive for the company to significantly reduce its
debt balances, so it expects that any further leverage reduction
will come from incremental growth in EBITDA.  Fitch's near-term
(through 2013) operating outlook for HCA does incorporate modestly
positive growth in EBITDA.

Assuming that the company funds a $1.25 billion dividend in 4Q'12,
HCA will have paid out a cumulative $6.525 billion in dividend
payments to the company's owners since early 2010.  As evidenced
by the proposed notes issuance, which is anticipated to increase
debt in the capital structure, there is the potential for debt to
trend higher in the near term as the result of funding of
additional dividends or share repurchases.

HCA's debt agreements provide significant capacity for additional
dividend payments and share repurchases.  Although Fitch expects
that a $1.25 billion dividend payment would consume most of the
currently available capacity for restricted payments under the
bank agreement covenants, additional capacity will build quickly
based on 50% of net income.  A commitment to maintaining debt
below 4.5x EBITDA over the next 12-18 months despite ongoing
shareholder friendly cash deployment could support an upgrade of
the IDR to 'BB-'.

Hospital Industry Operating Outlook

Organic top-line trends in the for-profit hospital sector have
recently been weak, and Fitch does not see a near-term catalyst
for improvement.  The most important drivers of the trend are high
unemployment and government pricing pressure, exacerbated by the
implementation of Medicare payment reforms required by the
Affordable Care Act (ACA).  Management's cost-cutting efforts and
low inflation in labor and supply costs are supporting the
industry's profitability.

HCA's organic patient volume trends were stronger than that of the
broader for-profit hospital sector in 2011 and the first half of
2012. However, a shift to patients with less profitable government
health insurance coverage has recently been a headwind to the
company's topline growth and profitability.  Fitch's near-term
(through 2013) operating outlook for HCA incorporates modest
positive growth in EBITDA despite a slightly lower level of
profitability caused by continued mix shift to less profitable
Medicaid and uninsured patient volumes.  Fitch expects low-to-mid
single digit organic topline growth for HCA in the near term.
This is mostly contributed through growth in patient volume since
pricing is expected to continue to be strained.

Fitch projects a positive benefit to the hospital industry's
revenue, EBITDA and FCF from the implementation of the ACA in
2014-2015.  The initial benefits to the industry are the result of
the health insurance coverage expansion elements of the ACA.  An
increase in the number of individuals with health insurance will
lead to a reduced level of uncompensated care and associated bad
debt expense for hospital providers, as well as an increase in the
organic volume of patients.  The positive boost to financial
trends is likely to erode over time as hospital providers
experience lower payment rates from both government and commercial
insurers in the subsequent years.

Debt Issue Ratings and Recovery Analysis

Fitch currently rates HCA as follows:

HCA, Inc.

  -- IDR 'B+';
  -- Senior secured credit facilities (cash flow and asset backed)
     'BB+/RR1' (100% estimated recovery);
  -- Senior secured first lien notes 'BB+/RR1' (100% estimated
     recovery);
  -- Senior secured second lien notes 'BB+/RR1' (100% estimated
     recovery);
  -- Senior unsecured notes 'B+/RR4' (40% estimated recovery).

HCA Holdings Inc.

  -- IDR 'B+';
  -- Senior unsecured notes 'B-/RR6' (0% estimated recovery).

The debt issue ratings are based on a distressed recovery scenario
which assumes that value for HCA's creditors will be maximized as
a going concern (rather than a liquidation scenario).  Fitch
estimates a post-default EBITDA for HCA of $3.9 billion, which is
a 40% haircut from the LTM EBITDA level of $6.5 billion.  A 40%
haircut represents roughly the level of EBITDA decline that would
trip the 6.75x net leverage bank facility financial maintenance
covenant.

Fitch then applies a 7.0x multiple to post-default EBITDA,
resulting in a post-default EV of $27.2 billion for HCA.  The
multiple is based on observation of both recent
transactions/takeout and public market multiples in the healthcare
industry.  Fitch significantly haircuts the transaction/takeout
multiple assigned to healthcare providers since transactions in
this part of the healthcare industry tend to command multiples of
closer to 7.0x versus the 9.74x healthcare sector transaction
multiple 10-year low.

Fitch applies a waterfall analysis to the post-default EV based on
the relative claims of the debt in the capital structure.
Administrative claims are assumed to consume $2.7 billion or 10%
of post-default EV, which is a standard assumption in Fitch's
recovery analysis.  Also standard in its analysis, Fitch assumes
that HCA would fully draw the $4.5 billion available balance on
its bank facility revolvers in a bankruptcy scenario and includes
that amount in the claims waterfall.

The 'BB+/RR1' rating for HCA's secured debt (which includes the
bank credit facilities, the first and second lien notes) reflects
Fitch's expectations for 100% recovery under a bankruptcy
scenario.  The 'B+/RR4' rating on the HCA Inc.  unsecured notes
rating reflects Fitch's expectations for recovery of 40% and the
'B-/RR6' rating on the HCA Holdings, Inc. unsecured notes reflects
expectation of 0% recovery.

The debt issue ratings are sensitive to the amount and relative
ranking of the debt in the capital structure. The current ratings
assume that the proposed notes issuance includes $1 billion each
of secured notes and HCA Inc. unsecured notes and that the
proceeds of the secured notes are applied to reduce the amount of
bank debt outstanding.  Fitch could adjust the debt issue ratings
if the size and use of proceeds of the proposed notes deviates
from these pro forma expectations.

If HCA elects to upsize the amount of secured debt in the capital
structure through the proposed note issuance, it could result in a
downgrade of the HCA Inc. unsecured notes because of diminished
recovery prospects for those holders.  Assuming $1 billion of HCA
Inc. unsecured notes are added to the capital structure through
the proposed notes issuance, there is capacity to add up to $800
million in additional secured debt without diminishing recovery
prospects for the HCA Inc. unsecured note holders to below the
'RR4' recovery band of 31%-50%, causing a downgrade of the HCA
Inc. unsecured notes by one-notch, to 'B/RR5'.  The ratings on the
secured debt and the HCA Holdings Inc. unsecured notes would not
be affected.

HCA has good incremental capacity for additional secured debt
issuance under its debt agreements. The only limit on secured debt
is a 3.75x first lien leverage ratio test in the bank agreements.
First lien debt includes the bank debt and the first lien secured
notes.  At June 30, 2012, total first lien debt equaled $17.4
billion and 2.7x debt-to-EBITDA.  Based on $6.5 billion in LTM
EBITDA, Fitch estimates total first lien secured debt capacity of
$24.3 billion, implying additional first lien capacity under the
bank agreement covenant of about $6.9 billion.

What Could Trigger A Rating Action

An upgrade of the IDR to 'BB-' would be supported by total debt
maintained below 4.5x EBITDA and interest coverage above 3.5x
EBITDA over the next 12-18 months.  Drivers of a positive rating
action would include a commitment to maintenance of credit metrics
at these levels despite the company's recently shareholder
friendly capital deployment activities.

A downgrade of the IDR could result from debt above 5.0x EBITDA
and interest coverage below 3.0x EBITDA.  This could result from a
combination of a stressed operating scenario and aggressive
capital deployment.  Fitch sees the most likely drivers of a
stressed operating scenario for HCA as continued weakness in
payments.  This could be the result of ongoing strained state
Medicaid funding in its largest states (about half of revenues
come from its 75 hospitals in Texas and Florida) coupled with
persistent shift in its mix of patients to those with less
profitable Medicaid coverage as well as uninsured patients.


HCA INC: Moody's Assigns 'Ba3' Rating to Senior Secured Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD 3, 35%) rating to
HCA Inc.'s proposed offering of senior secured notes due 2023 and
a B3 (LGD 5, 86%) rating to the company's proposed offering of
senior unsecured notes due 2023. The total offering will be an
aggregate $2 billion. Moody's understands that the proceeds of the
offerings will be used for general corporate purposes, which may
include the repayment of a portion of the existing term loan B-1
facility, due November 2013, and to fund a dividend to
shareholders of approximately $1.1 billion. HCA's B1 Corporate
Family and Probability of Default Ratings remain unchanged. The
outlook for the ratings is stable.

"While the company continues to routinely return money to
shareholders through debt financed dividends, growth in EBITDA
mitigates any meaningful impact on leverage from the incremental
debt in this transaction," said Dean Diaz, a Senior Credit Officer
at Moody's.

Moody's rating actions are summarized below.

Ratings assigned:

Proposed senior secured notes due 2023, Ba3 (LGD 3, 35%)

Proposed senior unsecured notes due 2023, B3 (LGD 5, 86%)

Ratings unchanged/LGD assessments revised:

Corporate Family Rating, B1

Probability of Default Rating, B1

ABL revolver expiring 2016, Ba1 (LGD 1, 2%)

Revolving credit facility expiring 2015, to Ba3 (LGD 3, 35%)
from Ba3 (LGD 3, 36%)

Senior secured term loan A-1 due 2012, to Ba3 (LGD 3, 35%) from
Ba3 (LGD 3, 36%)

Senior secured term loan A-2 due 2016, to Ba3 (LGD 3, 35%) from
Ba3 (LGD 3, 36%)

Senior secured term loan A-3 due 2016, to Ba3 (LGD 3, 35%) from
Ba3 (LGD 3, 36%)

Senior secured term loan B-1 due 2013, to Ba3 (LGD 3, 35%) from
Ba3 (LGD 3, 36%)

Senior secured term loan B-2 due 2017, to Ba3 (LGD 3, 35%) from
Ba3 (LGD 3, 36%)

Senior secured term loan B-3 due 2018, to Ba3 (LGD 3, 35%) from
Ba3 (LGD 3, 36%)

Euro term loan due 2013, to Ba3 (LGD 3, 35%) from Ba3 (LGD 3,
36%)

8.5% first lien secured notes due 2019, to Ba3 (LGD 3, 35%) from
Ba3 (LGD 3, 36%)

7.875% first lien secured notes due 2020, to Ba3 (LGD 3, 35%)
from Ba3 (LGD 3, 36%)

7.25% first lien secured notes due 2020, to Ba3 (LGD 3, 35%)
from Ba3 (LGD 3, 36%)

6.5% first lien secured notes due 2020, to Ba3 (LGD 3, 35%) from
Ba3 (LGD 3, 36%)

5.875% first lien secured notes due 2022, to Ba3 (LGD 3, 35%)
from Ba3 (LGD 3, 36%)

9.875% second lien notes due 2017, B2 (LGD 5, 70%)

Senior unsecured notes (various), B3 (LGD 5, 86%)

7.75% senior unsecured HoldCo notes due 2021, B3 (LGD 6, 96%)

Speculative Grade Liquidity Rating, SGL-2

First lien senior secured shelf, (P)Ba3

Senior unsecured shelf, (P)B3

Ratings Rationale

HCA's B1 Corporate Family Rating reflects Moody's expectation that
the company will continue to operate with significant leverage.
Furthermore, HCA has large debt maturities in future periods,
although the company has continued to make progress to push those
maturities out. The rating also reflects Moody's consideration of
HCA's scale and position as the largest for-profit hospital
operator, which should aid in the company's ability to weather
industry pressures and benefit in providing access to resources
needed in adapting to changes in the sector brought on by
healthcare reform legislation.

Given the aggressive financial policy of the company and private
equity sponsorship of HCA, Moody's would have to become more
comfortable that the company will maintain a conservative
financial profile, consistent with that expected of the Ba3
rating, prior to it considering an upgrade of the rating to that
level. Additionally, Moody's would have to expect a continuation
of positive operating trends such that the company is able to grow
earnings or repay debt so that debt to EBITDA is expected to be
maintained below 4.5 times.

If the company experiences a deterioration of operating trends,
for example, negative trends in same-facility adjusted admissions
or same-facility revenue per adjusted admission, Moody's could
downgrade the rating. Additionally, Moody's could downgrade the
ratings if the company were to incur additional debt to fund
shareholder distributions or acquisitions so that it expects
adjusted debt to EBITDA to be sustained above 5.0 times.

The principal methodology used in rating HCA was the Global
Healthcare Service Providers 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 Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 163 hospitals owned and operated
by its subsidiaries as of June 30, 2012. For the twelve months
ended June 30, 2012, the company recognized revenue in excess of
$34.0 billion before consideration of the provision for doubtful
accounts.


HCA INC: S&P Assigns 'BB' Rating on $1-Bil. Senior Secured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Nashville-based HCA
Inc.'s $1 billion senior secured notes due 2023 a 'BB' issue-level
rating (two notches above the 'B+' corporate credit rating on the
company) with a recovery rating of '1', indicating S&P's
expectation for very high (90% to 100%) recovery in the event of a
payment default.

"At the same time, we assigned HCA's $1 billion senior notes due
2023 a 'B-' issue-level rating (two notches below the corporate
credit rating) with a recovery rating of '6', indicating our
expectation for negligible (0 to 10%) recovery in the event of a
payment default," S&P said.

All other ratings, including the corporate credit rating, are
affirmed. The rating outlook is stable.

The rating on Nashville, Tenn.-based HCA is based on Standard &
Poor's Ratings Services' assessment of its business risk profile
as "fair," reflecting both its relatively diversified hospital
portfolio and significant reimbursement risk. "We consider the
financial risk profile as 'highly leveraged,' reflecting leverage
near 5x, and its shareholder-friendly financial policy. As of June
30, 2012, HCA owned and operated 163 hospitals and 110
freestanding surgery centers," S&P said.

"The ratings reflect our expectation for a total revenue increase
in 2012 of about 10%; this high rate of growth is aided by the
late-2011 acquisition of the remaining interest in the Health One
operation in Denver," said Standard & Poor's credit analyst David
Peknay. "We expect HCA's organic growth rate to remain near its
recent 4% level, supported by HCA's 2%-3%same-facility growth
in adjusted admissions, and minimal increase in net revenue per
adjusted admission in 2012. The company remains acquisitive, but
we believe acquisitions will remain moderate, and expect
management to continue to seek cost control opportunities to help
mitigate reimbursement pressure and still-rising bad debt. We
believe the EBITDA margin for 2012 will be in the mid-19% area, a
decline from the 20% level as of June 20, 2012. We estimate
margins were inflated in the first half of 2012 by about 120 basis
points as a result of the recognition of net revenue from the
Rural Floor Provision Settlement and adjustments recognized for
new ratios used for calculating Medicare Disproportionate Share
reimbursement for federal fiscal years ended Sept. 30, 2006,
through Sept. 30, 2009. We expect leverage to be in the high-4x
area at the end of 2012."


HIGH PLAINS: Hires Stark Schenkein as Accountant
------------------------------------------------
High Plains Gas, Inc., engaged on Oct. 4, 2012, Stark Schenkein,
LLP, as its independent registered public accounting firm for the
Company's fiscal year ending Dec. 31, 2012.  The decision to
engage Stark as the Company's independent registered public
accounting firm was approved by the Company's board of directors.

The Company has not consulted with Stark regarding either:

   (1) the application of accounting principles to any specified
       transaction, either completed or proposed, or the type of
       audit opinion that might be rendered on the Company's
       financial statements, and neither a written report was
       provided to the Company nor oral advice was provided that
       Stark concluded was an important factor considered by the
       Company in reaching a decision as to the accounting,
       auditing or financial reporting issue; or

   (2) any matter that was either the subject of a disagreement.

                         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
ended Dec. 31 2011, citing significant operating losses which
raised substantial doubt about High Plains Gas' ability to
continue as a going concern.


HOLDINGS OF EVANS: Resolves U.S. Trustee Bid for Case Dismissal
---------------------------------------------------------------
Donald F. Walton, United States Trustee for Region 21, asked the
U.S. Bankruptcy Court for an order dismissing the chapter 11 case
of Holdings of Evans LLC or converting the case to Chapter 7
liquidation.  The U.S. Trustee pointed out, among other things,
that the Debtor:

   -- is delinquent in filing operating reports for July 2012 and
      August 2012.

   -- failed to file the required monthly operating reports
      establishes cause for relief pursuant to 11 U.S.C. Sec.
      1112(b)(4)(F) and (H).

Following negotiations, the Debtor and the U.S. Trustee agreed on
a consent order, which provides that:

   1. The Debtor will file all future monthly operating reports in
      a timely fashion.  The operating report for a given month is
      due on the 20th day of the following month.

   2. The Debtor will pay all future quarterly U.S. Trustee fees
      in a timely fashion.  Quarterly U.S. Trustee fees are due on
      the 30th day of the month following the close of the
      applicable calendar quarter.

   3. If the Debtor fails to satisfy any requirement outlined
      above, the U.S. Trustee may file a notice of noncompliance
      detailing the default(s).  The Debtor will have 14 days
      after the date the notice of noncompliance was filed to file
      an affidavit denying the existence of any default(s) or
      stating that the default(s) have been cured.  Absent an
      affidavit by the Debtor, this case will be dismissed
      without further notice or hearing.

There's a hearing today, Oct. 18, 2012, at 10:00 a.m., to consider
the matter.

                      About Holdings of Evans

Martinez, Georgia-based Holdings of Evans LLC, dba Candlewood
Suites, owns an improved real property located at 156 Classic
Road in Athens, Georgia, and is engaged in the business of
operating a hotel commonly known as Candlewood Suites.

Holdings of Evans filed for Chapter 11 bankruptcy (Bankr. S.D. Ga.
Case No. 11-11756) on Sept. 2, 2011.  Judge Samuel L. Kay presides
over the case.  Shepard Plunkett Hamilton Boudreaux LLC serves as
the Debtor's Chapter 11 counsel.  The Debtor disclosed $11,115,538
in assets and $6,784,463 in liabilities as of the Chapter 11
filing.  The petition was signed by GB Sharma, managing member.


HOSTESS BRANDS: Hearing on Plan Disclosures Slated for Nov. 29
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Nov. 29, 2012, at 10 a.m., to consider
the adequacy of the information in the Disclosure Statement
explaining Hostess Brands, Inc., et al.' Chapter 11 Plan.
Objections, if any, are due Nov. 19, at 5 p.m.

The Debtors filed a Plan of Reorganization dated Oct. 10, 2012.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the Debtor's plan provided that unsecured creditors with
more than $2.5 billion in claims will receive nothing when the
baker of Wonder bread emerges from bankruptcy reorganization.
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 Plan requires Hostess to raise $88 million in cash plus enough
to pay off the amount outstanding under the $75 million loan
financing the reorganization that began in January.

The Bloomberg report related that for their services while in
bankruptcy, professionals will have 18% of their fees paid with
new third-lien notes.  The Debtor said 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 noted 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.

                       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.


IDEARC INC: Verizon Exec Defends Spinoff in U.S. Bank Trial
-----------------------------------------------------------
Jess Davis at Bankruptcy Law360 reports that a Verizon
Communications Inc. executive on Tuesday said in Texas federal
court that the company's $9.9 billion spinoff of its Yellow Pages
division wasn't a scheme orchestrated to sink the spunoff company
with debt, as trial continued in U.S. Bank NA's challenge of the
2006 deal.

                         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.


IFR PETROLEUM: Case Summary & 12 Unsecured Creditors
----------------------------------------------------
Debtor: IFR Petroleum, Inc.
        dba Gem Food Mart
        1337 South Water Street
        Kent, OH 44240

Bankruptcy Case No.: 12-53289

Chapter 11 Petition Date: October 11, 2012

Court: U.S. Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Marilyn Shea-Stonum

Debtor's Counsel: Michael J. Moran, Esq.
                  GIBSON & LOWRY
                  P.O. Box 535
                  234 Portage Trail
                  Cuyahoga Falls, OH 44222
                  Tel: (330) 929-0507
                  Fax: (330) 929-6605
                  E-mail: moranecf@yahoo.com

Scheduled Assets: $328,910

Scheduled Liabilities: $1,067,804

A copy of the Company's list of its 12 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ohnb12-53289.pdf

The petition was signed by Faisal Mirza, president.


INERGY LP: Moody's Withdraws 'Ba2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has withdrawn all assigned ratings for
Inergy, L.P. Pursuant to Suburban Propane Partners, L.P.'s
(Suburban) purchase of Inergy's retail propane operations in
August 2012, substantially all of Inergy's senior notes were
exchanged for Suburban senior notes or redeemed for cash by
Suburban. Since substantially all of the rated senior notes issued
by Inergy were retired and Moody's does not rate any of Inergy's
other outstanding debts, the Corporate Family Rating and all other
issuer ratings have been withdrawn.

Ratings withdrawn:

  Corporate Family Rating of Ba2

  Probability of Default Rating of Ba2

  Senior Notes ratings of Ba3, LGD 4 (69%)

  Speculative Grade Liquidity of SGL-3

Ratings Rationale

The principal methodology used in rating Inergy was the Global
Midstream Energy 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.


INTEGRATED BIOPHARMA: Incurs $2.7-Mil. Net Loss in Fiscal 2012
--------------------------------------------------------------
Integrated Biopharma, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $2.71 million on $36.60 million of net sales for the
year ended June 30, 2012, compared with a net loss of
$2.28 million on $40.66 million of net sales during the prior
year.

The Company's balance sheet at June 30, 2012, showed
$11.87 million in total assets, $22.26 million in total
liabilities, and a $10.38 million total stockholders' deficiency.

The Company has incurred recurring operating losses for six
consecutive years including an operating loss of $506 and a net
loss of $2.7 million for the year ended June 30, 2012.
Additionally, at June 30, 2011, and through the fourth quarter of
the fiscal year ended June 30, 2012, the Notes Payable in the
amount of $7.8 million, which matured on Nov. 15, 2009, were in
default and the Company's Original CD Note of $4.5 million, which
matured in February 2011, was also in default.  These factors
raised substantial doubt as to the Company's ability to continue
as a going concern at June 30, 2011, and through the third quarter
of the fiscal year ended June 30, 2012.

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

                        http://is.gd/OVEKFl

                    About Integrated BioPharma

Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/ -- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products.  The Company's
customers are located primarily in the United States.  The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc.  The Company was
reincorporated in its current form in Delaware in 1995.  The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.


J&J DEVELOPMENTS: Court Approves CB Richard Ellis as Realtor
------------------------------------------------------------
J & J Developments, Inc., sought and obtained permission from the
U.S. Bankruptcy Court to employ Commercial Realty, LLC, doing
business as CB Richard Ellis/Oklahoma, as realtor to sell the
Debtor's real property.

Commercial Realty will receive a 6% commission.  The Debtor
relates that no retainer or other prepaid compensation has been
paid.

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

                     About J & J Developments

J & J Developments Inc. is a real estate holding company holding
title to real estate in more than 20 locations in Kansas.  Many of
those locations contain convenience stores.

J & J Developments filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 12-11881) in Wichita, Kansas, on July 12, 2012.
John E. Brown signed the petition as president and chief executive
officer.  The Debtor is represented by Edward J. Nazar, Esq., at
Redmond & Nazar, LLP, in Wichita, Kansas.  Judge Robert E. Nugent
presides over the case.  According to the petition, the Debtor has
scheduled assets of $18.7 million and scheduled liabilities of
$34,933.


JACOBS FINANCIAL: Delays Aug. 31 Quarterly Report
-------------------------------------------------
Jacobs Financial Group, Inc., was unable without unreasonable
effort and expense to prepare its accounting records and schedules
in sufficient time to allow its accountants to complete their
review of the Company's financial statements for the period ended
Aug. 31, 2012, before the required filing date for the subject
quarter report.  The Company intends to file the subject Quarterly
Report on Form 10-Q on or before the fifth calendar day following
the prescribed due date.

                      About Jacobs Financial

Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a
Charleston, West Virginia-based holding company for First Surety
Corporation, a West Virginia domiciled surety, Triangle Surety
Agency, an insurance agency that specializes in coal reclamation
surety bonds, and Jacobs & Company, a registered investment
advisor.

Jacobs Financial reported a net loss of $1.10 million for the year
ended May 31, 2012, compared with a net loss of $1.30 million
during the prior fiscal year.

The Company's balance sheet at May 31, 2012, showed $8.88 million
in total assets, $16.15 million in total liabilities, $1.84
million in total mandatorily redeemable preferred stock, and a
$9.11 million total stockholders' deficit.

In the auditors' report accompanying the consolidated financial
statements for the year ended May 31, 2012, Malin, Bergquist &
Company, LLP, in Pittsburgh, PA, noted that the Company's
significant net working capital deficit and operating losses
raise substantial doubt about its ability to continue as a
going concern.


JCK HOTELS: Plan Confirmation Hearing Today
-------------------------------------------
JCK Hotels, LLC, formerly known as Mira Mesa Hotels, LLC, is
slated to appear before the Bankruptcy Court today, Oct. 18, 2012,
at 2:30 p.m., for the confirmation hearing to approve the Debtor's
Chapter 11 plan.

Judge Louise D. Adler has previously approved the disclosure
statement explaining the proposed plan.  According to the Amended
Disclosure Statement filed on April 16, 2012, the Plan
contemplates an infusion of cash from JCK Holdings of $400,000 and
$2,200,000 from investors.

The cash infusion will be used by the Debtor to make distributions
to allowed claims as provided in the Plan, reinstate unpaid
interest and allowable costs of approximately $1.2 million of the
first trust deed holder on the Debtor's properties.  Approximately
$950,000 of the cash infusion will be used to complete the
renovations remaining on one of Debtor's two hotels Choice Hotel
Suites, and another $150,000 will be reserved for fees and costs
incurred by professionals in pursuit of confirming the Plan. The
balance of approximately $450,000 will be used to pay 25% of the
claims of Pacific Western Bank and 25% of the unsecured creditors.

The Plan proposes this treatment of claims:

    * Reinstatement of First Lien Lender's Claim.  The Debtor's
note with its first priority secured creditor, LBUBS 2005-C2 Mira
Mesa Limited Partnership ("LBUBS") will be reinstated.  On the
Effective Date, the Debtor will transfer approximately $1.2
million of the cash infusion to LBUBS.  The Debtor believes the
payment will fully cure and reinstate the LBUBS Loan.  In
contrast, LBUBS, which filed a $15.97 million claim, contends that
Debtor owes more in default-interest and possibly other charges.
JCK Holdings will contribute additional cash in the even that it
is determined that the amount necessary to reinstate the Loan
exceeds $1.2 million.

    * 25% Recovery for Second Lien Lender. On the Effective Date,
Debtor will transfer from the remaining Cash Infusion to
Debtor's second priority secured creditor, Pacific Western Bank
("PWB") an amount equal to 25% of its claim.  Based on the
liquidation value of the Debtor's assets, which are less than
LBUBS' first priority interest, the Debtor contends that PWB is
unsecured. The Plan proposes to pay PWB 25% of the value the PWB
Loan in full satisfaction of its Unsecured Claim.

    * 25% Recovery for Unsecured Creditors.  All holders of
unsecured claims estimated to total $694,000 will be paid 25% of
their Allowed Claim amounts on the Effective Date.  The Debtor
claims that unsecured creditors would receive a return of 0% if
the case was converted to Chapter 7.

    * Investors to Obtain Control.  The Plan contemplates an
infusion of cash into JCK Holdings of $400,000 and $2,200,000 from
investors LLJ Ventures, LLC and Chhatrala Group, LLC; in exchange
for retention by JCK Holdings of a 25% membership interest in the
Debtor and a purchase of a 75% membership interest in Reorganized
Debtor by the investors, respectively.  JCK Holdings has, as
members Charles and Sarah Jung, who will contribute $400,000 to
JCK Holdings, who will in turn contribute $400,000 to the Debtor
and Dochun and Nam Kim, and disputed members Richard and Grace
Choe who will contribute nothing to JCK Holdings.

A copy of the First Amended Disclosure Statement dated April 16,
2012, is available for free at:

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

                       About JCK Hotels, LLC

JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday
Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel
in San Diego, California.  The Hotels are operated under licensing
and franchise agreements with Holiday Inn Express and Comfort
Suites.

JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif.
Case No. 11-09428) on June 3, 2011.  Judge Louise DeCarl Adler
presides over the case.  William M. Rathbone, Esq., and Daniel C.
Silva, Esq., at Gordon & Rees LLP, in San Diego, Calif., serve as
bankruptcy counsel.  The Debtor tapped Dae Hyun Kim, CPA &
Associates as financial advisor.  While no formal appraisal has
been done recently, the Debtor believes the fair market value of
both Hotels exceeds $18 million.  The Debtor disclosed
$19,611,552 in assets and $14,974,079 in liabilities as of the
Chapter 11 filing.  The petition was signed by Charles Jung,
managing member.

Tiffany L. Carroll, Acting United States Trustee for Region 16,
under 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of JCK Hotels, LLC.


KEMET CORP: S&P Revises Outlook on 'B+' CCR on Lower Profitability
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Greenville, S.C.-based capacitor supplier KEMET Corp. to negative
from stable. "We affirmed the ratings, including the 'B+'
corporate credit rating," S&P said.

"Our issue-level rating on the company's 10.5% secured senior
notes due 2018 is 'B+' (the same as the corporate credit rating).
The '4' recovery rating and the notes is unchanged and indicates
our expectation for average (30% to 50%) recovery in the event of
a payment default," S&P said.

"The outlook revision is based on recent operating weakness that
has resulted in negative free operating cash flow [FOCF} and
trailing-12-month leverage approaching 5x despite sequential
improvement this past quarter," said Standard & Poor's credit
analyst Alfred Bonfantini. "Our expectation is that trailing-12-
month leverage will peak above 7x before reversing trends."

"The ratings on KEMET reflect its 'weak' business risk profile and
'aggressive' financial risk profile under our criteria. The
business risk assessment is based on the company's second-tier
position in the highly competitive and cyclical capacitor
industry, but also reflects the company's leadership position
within the niche tantalum capacitor sub-segment," S&P said.

"The negative outlook reflects our expectation that the company
won't return to generating positive FOCF or restore leverage
levels to under 5x until first quarter of fiscal 2014. We could
lower the rating if expected cost savings from a revamped supply
chain and restructuring don't materialize, or if the macroeconomic
environment worsens and pressures the top line and margins
further, resulting in consistently negative FOCF and debt to
EBITDA remaining well above 5x," S&P said.

"We could revise the outlook back to stable if, the company
successfully improves its cost structure such that EBITDA margins
increase to at least 10%, which, with a flat revenue outlook,
would result in leverage declining to the mid- to high-4x area and
FOCF being breakeven to modestly positive over the next year," S&P
said.


KGB: Moody's Cuts Corp. Family Rating to 'B2'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
("CFR") and Probability of Default Rating for kgb to B2 from B1.
The ratings on the first and second lien credit facilities remain
unchanged. The rating outlook is stable.

The actions reflect kgb's weakened liquidity profile as a result
of its approaching 2013 debt maturities, as well as the risk of
earnings deterioration driven by continuing secular volume
declines in its core directory assistance business.

Rating actions:

  Issuer: kgb

    Corporate Family Rating, to B2 from B1

    Probability of Default Rating, to B2 from B1

    Outlook, to Stable from Negative

Ratings Rationale

The B2 Corporate Family Rating ("CFR") is principally constrained
by refinancing risk and potential for earnings deterioration in
the intermediate term. Strong credit metrics including low 2 times
leverage as of 06/30/2012, entrenched market share in regulated
and unregulated directory assistance markets across multiple
geographies, demonstrated pricing power in regulated directory
assistance markets, and recent ability to maintain EBITDA levels
(excluding start-up losses) through a combination of increased
pricing and cost control initiatives support the rating.

The stable outlook reflects Moody's expectation that kgb will
repay its first lien term loan by the December 1, 2012 maturity
date and generate sufficient free cash flow to support operations
and debt service. The outlook also incorporates the company's
limited earnings growth prospects and possibility of earnings
declines if management strategies do not succeed. Moody's could
downgrade the ratings again if kgb does not make definitive
progress towards addressing its 2013 maturities in a timely and
economical manner. Ratings could also be downgraded if kgb loses a
significant customer, or if Moody's expects earnings to decline
materially or financial leverage to approach 4 times debt/EBITDA.
Moody's could upgrade the ratings if kgb fully addresses its
upcoming maturities, while maintaining stable EBITDA and financial
leverage below 3 times.

The principal methodology used in rating kgb 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.

kgb is a non-carrier provider of directory assistance services in
Europe and North America. The company generates the majority of
its revenue from branded telephone directory assistance calls in
Europe. A smaller proportion of revenue comes from the company's
directory assistance business in regulated North American markets,
predominantly from two large wireless customers that have
outsourced these calls to kgb, and also from outsourced call
center services and an internet-based daily deals site. The
company generated revenue of $483 million for the twelve months
ended 6/30/2012.


KINGS HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Kings Holdings
        845 W. Chino Canyon
        Palm Springs, CA 92262

Bankruptcy Case No.: 12-33140

Chapter 11 Petition Date: October 11, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Riverside)

Judge: Scott C. Clarkson

Debtor's Counsel: Stephen R. Wade, Esq.
                  THE LAW OFFICES OF STEPHEN R. WADE
                  350 W. Fourth Street
                  Claremont, CA 91711
                  Tel: (909) 985-6500
                  Fax: (909) 399-9900
                  E-mail: laurel@srwadelaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-33140.pdf

The petition was signed by Laura Whittier, president.

Related entities that previously sought bankruptcy protection:

        Entity             Case No.       Petition Date
        ------             --------       -------------
   Lori Whittier           08-28662            12/30/08
   Lori Whittier           08-22762            09/22/08
   Reno Fontana            05-10191            01/10/05


LANTERN PARTNERS: Hires Cassidy Turley as Real Estate Broker
------------------------------------------------------------
Lantern Partners LLC asks the U.S. Bankruptcy Court for permission
to employ Cassidy Turley Commercial R.E. and its agents, including
managing director Darrin L. Boyd as leasing agent and real estate
broker.

In order to fulfill the requirements for the cash use order and
continue to use GE Commercial's cash collateral, the Debtor must
list its contemporary office building (property) for sale.

With respect to the property lined up for sale, at the closing of
the sale, the agent will be paid a commission in the amount of
3.5% of the gross sale price.  In the event a transaction is not
consummated and all or part of any earnest money is forfeited or
paid to the Debtor, then it is contemplated that the agent will
receive compensation in the amount of the lesser of one-half of
the earnest money paid; or, the amount of the commission had the
transaction been consummated.  If a tenant exercises an option to
purchase the property, the agent will receive a commission of 6%
of the gross sales price.

Darrin L. Boyd attests that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                      About Lantern Partners

Lantern Partners LLC filed a Chapter 11 petition (Bankr. S.D. Ind.
Case No. 12-06288) on May 25, 2012, in Indianapolis, Indiana.  The
Debtor is a single asset real estate as defined in 11 U.S.C., Sec.
101 (51B).  The Debtor's principal asset is located at 10500
Kincaid Drive, Fishers, Indiana.

Jeffrey A. Hokanson, Esq., and Jeremy M. Dunn, Esq., at Frost
Brown Todd LLC, serve as the Debtor's bankruptcy counsel.  Judge
Anthony J. Metz, III, presides over the case.


LEAR CORP: Asks Judge to Block Car Parts Price-Fixing Suit
----------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that reorganized
car parts maker Lear Corp. on Tuesday asked a federal judge to
stop a class action over price-fixing that allegedly began before
its exit from bankruptcy, arguing the bankruptcy immunizes it from
liability.

A lawyer for Lear argued before U.S. District Judge Katherine
Forrest at a hearing in New York City that a company's discharge
from bankruptcy clearly stops creditors, like antitrust
plaintiffs, from going after money related to the company's
earlier actions, Bankruptcy Law360 relates.

                      About Lear Corporation

Headquarters in Southfield, Michigan, Lear Corporation --
http://www.lear.com/-- is one of the world's leading suppliers
of automotive seating systems and electrical distribution and
power management systems. The Company's world-class products are
designed, engineered and manufactured by a diverse team of
approximately 75,000 employees at 205 facilities in 36 countries.
Lear's common shares are traded on the New York Stock Exchange
under the symbol [LEA].

Lear Corp. and its affiliates filed for Chapter 11 on July 7, 2009
(Bankr. S.D.N.Y. Case No. 09-14326).  Attorneys at Kirkland &
Ellis LLP, served as the Debtors' bankruptcy counsel.  In November
2009, Lear emerged from bankruptcy protection.


LEMMA INSURANCE: A.M. Best Lowers Issuer Credit Rating to 'bb'
--------------------------------------------------------------
A.M. Best Europe - Rating Services Limited has downgraded the
issuer credit rating to "bb" from "bb+" and affirmed the financial
strength rating of B (Fair) of Lemma Insurance Company (Ukraine).
The outlook for both ratings has been revised to negative from
stable.

The rating actions reflect A.M Best's concerns following the
announcement of Lemma Europe Insurance Company's (Lemma Europe)
liquidation, a company that shares common ownership and control
with Lemma.  Liquidation and legal proceedings are ongoing, but
Lemma may potentially face a claim of approximately EUR 10 million
for claims underwritten by Lemma Europe in 2009/2010 and reinsured
by Lemma.

The issues surrounding the dispute have highlighted problems with
Lemma's corporate governance and controls as well as the
complexity and transparency of the ownership structure.  A.M. Best
believes that Lemma's risk-adjusted capitalisation remains in line
with its ratings and is sufficient to absorb the cost of any
contingent liability arising from the dispute with Lemma Europe.
However, the reputational risk of Lemma Europe's liquidation is
likely to negatively impact the business profile of Lemma.

Positive rating actions could result from a simplification of
Lemma's group structure as well as an improvement in its
enterprise risk management.

Negative rating actions could result from further control failings
and a deterioration in the company's underwriting performance and
risk-adjusted capitalisation.


MAMMOTH LAKES, CA: Mulls Post-Bankruptcy Cuts
---------------------------------------------
American Bankruptcy Institute reports that Mammoth Lakes, Calif.,
could slash its police force to help bolster its post-bankruptcy
finances, an official with the resort town in the state's Sierra
Nevada Mountains said.

                        About Mammoth Lakes

The town of Mammoth Lakes, a small California resort community
near Yosemite National Park, filed a Chapter 9 bankruptcy petition
(Bankr. E.D. Calif. Case No. 12-32463) on July 3, 2012, estimating
$100 million to $500 million in assets and $50 million to $100
million in debts.  Bankruptcy Judge Thomas C. Holman oversees the
case.  Lawyers at Fulbright & Jaworski LLP and Klee, Tuchin,
Bogdanoff & Stern, LLP, serve as the Debtor's counsel.  The
petition was signed by Dave Wilbrecht, town manager.

According to the report, the bankruptcy judge in Sacramento,
California, will hold a status conference on Aug. 29 regarding
eligibility for Chapter 9.


MMH INC: Case Summary & 11 Unsecured Creditors
----------------------------------------------
Debtor: MMH, Inc.
        2233 N. Cicero Avenue
        Chicago, IL 60639

Bankruptcy Case No.: 12-40724

Chapter 11 Petition Date: October 14, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Timothy A. Barnes

Debtor's Counsel: Brett M. Scheive, Esq.
                  PORTER LAW NETWORK
                  230 W Monroe
                  Suite 240
                  Chicago, IL 60606
                  Tel: (312) 372-4400
                  E-mail: bscheive@scheivelaw.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 11 largest unsecured creditors
is available for free at http://bankrupt.com/misc/ilnb12-40724.pdf

The petition was signed by Steven Bahary, secretary.


MSR RESORT: Midland Says It Didn't 'Bully' Resorts Into Sale
------------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that the fight to bring four marquee U.S. hotels out of bankruptcy
is turning increasingly nasty, with a hedge fund accusing the
company that oversees their mortgage debt of "bullying" management
into accepting a $1.5 billion offer from Singapore's sovereign
wealth fund.

As reported in the TCR, four resorts still owned by Paulson & Co.
and Winthrop Realty Trust will conduct an auction on Nov. 8 to
determine who will acquire the properties through implementation
of a Chapter 11 plan.  Assuming there is no competing bidder,
secured lender Government of Singapore Investment Corp. will
acquire the properties for $1.5 billion, including $1.115 million
cash and $360 million in debt.  The bankruptcy judge in New York
approved auction and sale procedures this week.  Competing bids
are due Nov. 6.

                          About MSR Resort

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

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

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

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

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

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

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


MUNICIPAL CORRECTIONS: Oct. 22 Hearing on Appointment of Trustee
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing on Oct. 22, 2012, at 9:30 a.m., to consider UMB Bank,
N.A.'s request to appoint a Chapter 11 trustee in case of
Municipal Corrections LLC.

UMB Bank, N.A., as successor indenture trustee with respect to the
$49,500,000 Irwin County, Georgia Participation Certificates
(Municipal Corrections Project), Series 2007A-Senior and
$5,500,000 Irwin County, Georgia Participation Certificates
(Municipal Corrections Project), Series 2007BSubordinated, issued
pursuant to that certain indenture, dated as of Aug. 1, 2007,
between Municipal Corrections, LLC and Bank of Oklahoma, N.A.

According to the trustee, it learned of the financial interests of
the Debtor's principal, Terrence O'Brien, may be in direct
conflict with the financial interests of the Debtor, and therefore
that Mr. O'Brien cannot objectively continue to manage the Debtor.
The appointment of a trustee is the only way to safeguard the
integrity of the bankruptcy process, reorganize the Debtor
successfully, and protect the interests of creditors and the
estate.

UMB Bank is represented by:

         Jon T. Pearson, Esq.
         BALLARD SPAHR LLP
         100 North City Parkway, Suite 1750
         Las Vegas, NV 89106
         Tel: (702) 471-7000
         Fax: (702) 471-7070
         E-mail: pearsonj@ballardspahr.com

                  - and -

         Patrick J. McLaughlin, Esq.
         Erin K. Darda, Esq.
         DORSEY & WHITNEY LLP
         50 South Sixth Street, Suite 1500
         Minneapolis, MN 55402-1498
         Tel: (612) 340-2600
         Fax: (612) 340-2868
         E-mail: mclaughlin.patrick@dorsey.com
                 darda.erin@dorsey.com

                           Case Transfer

As reported in the Troubled Company Reporter on Oct. 3, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Debtor may or may not reorganize in Nevada and
may or may not retain control of its own affairs.

According to the report, the prison was expanded with $54 million
in proceeds from two issues of municipal bonds.  With the bonds in
default and the prison facing foreclosure by the county for unpaid
real estate taxes, the indenture trustee and two bondholders filed
an involuntary Chapter 11 bankruptcy petition in February in Las
Vegas.  In August, the bankruptcy judge ruled that the prison is
properly in Chapter 11 to reorganize.  Prison operator Terry
O'Brien filed papers joined by the county to move the bankruptcy
to Georgia.  The Nevada judge may rule soon after papers filed
last week.  Only the county is now seeking transfer to Georgia.

The report related that UMB Bank NA, the indenture trustee, filed
papers last week asking the Nevada judge to oust management and
appoint a Chapter 11 trustee.  The indenture trustee claims that
O'Brien has a conflict of interest from being a principal for both
the owner of the prison and the separate non-bankrupt affiliate
that operates the facility.  The bank contends that O'Brien cannot
make an independent decision on whether there should be another
company brought in to operate the prison.

The Bloomberg report disclosed that although the prison has 1,200
beds, the census averaging between 700 and 800 covered only
operating expense, the indenture trustee said in a prior court
filing.  The bondholders are allowing the prison operator to use
cash income pledged as part of the security for the bonds.

                    About Municipal Corrections

Hamlin Capital Management, LLC, Oppenheimer Rochester National
Municipals, and UMB, N.A., as indenture trustee -- owed an
aggregate $90 million on a bond debt -- filed an involuntary
Chapter 11 petition for Municipal Corrections, LLC (Bankr. D. Nev.
Case No. 12-12253) on Feb. 29, 2012.  Jon T. Pearson, Esq., at
Ballard Spahr LLP, in Las Vegas, Nev., serves as counsel to the
petitioners.

Austin E. Carter, Esq., at Stone & Baxter LLP, in Macon, Ga.; and
Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, in
Las Vegas, Nev., represent the Debtor as counsel.

The Debtor disclosed $656,378 in assets and $61,769,528 in
liabilities as of the Chapter 11 filing.


MUNICIPAL CORRECTIONS: Taps James Bates for Ad Valorem Assessment
-----------------------------------------------------------------
Municipal Corrections LLC asks the U.S. Bankruptcy Court for the
District of Nevada for permission to employ James Bates Brannan
Groover LLP as special counsel.

James Bates will, among other things:

   -- represent the Debtor in an appeal of the 2011 and 2012 ad
      valorem assessment or bankruptcy court determination of the
      assessment; and

   -- handle all issues relating to ad valorem claims made by
      Irwin County, including without limitation possible
      objections to claims of the Irwin County or the City of
      Occilla, Georgia.

The hourly rates of James Bates' personnel are:

         Attorneys                         $140 - $355
         Paralegals/Reserach Assistants     $50 - $120
         John Flanders Kennedy                 $290
         Jack Nichols                          $180
         Dawn Hussey, paraprofessional         $120

To the best of the Debtor's knowledge, James Bates holds no
adverse interest to the Debtor.

                    About Municipal Corrections

Hamlin Capital Management, LLC, Oppenheimer Rochester National
Municipals, and UMB, N.A., as indenture trustee -- owed an
aggregate $90 million on a bond debt -- filed an involuntary
Chapter 11 petition for Municipal Corrections, LLC (Bankr. D. Nev.
Case No. 12-12253) on Feb. 29, 2012.  Jon T. Pearson, Esq., at
Ballard Spahr LLP, in Las Vegas, Nev., serves as counsel to the
petitioners.

Austin E. Carter, Esq., at Stone & Baxter LLP, in Macon, Ga.; and
Lenard E. Schwartzer, Esq., at Schwartzer & McPherson Law Firm, in
Las Vegas, Nev., represent the Debtor as counsel.

The Debtor disclosed $656,378 in assets and $61,769,528 in
liabilities as of the Chapter 11 filing.


NATURAL PORK: Committee Seeks to Retain SugarFGH as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Natural Pork Production II, LLP, and its
affiliates, asks the Bankruptcy Court for authority to retain the
law firm of Sugar Felsenthal Grais & Hammer LLP (SugarFGH) as
counsel effective as of September 26, 2012.

The Committee contemplates that SugarFGH will provide the full
range of services required to represent the Committee in the
course of these case, including:

     a. advising the Committee on all legal issues as they arise;

     b. representing and advising the Committee regarding the
        terms of any sales of assets or plans of reorganization or
        liquidation, and assisting the Committee in negotiations
        with the Debtor, its secured creditors, the IC Committee
        and other parties-in-interest;

     c. investigating the Debtor's assets and pre-bankruptcy
        conduct, and investigating the validity, priority and
        extent of any liens asserted against the Debtor's assets;

     d. preparing, on behalf of the Committee, all necessary
        pleadings, reports, and other papers;

     e. representing and advising the Committee in all proceedings
        in this case;

     f. assisting and advising the Committee in its
        administration; and

     g. providing such other services as are customarily provided
        by counsel to a creditors' committee in case of this kind.

The discounted billing rates for SugarFGH attorneys for the 2012
calendar year range are:

         Partners              $589.50 per hour
         Associates            $225.00 per hour
         Paraprofessionals     $49.50 to $202.50 per hour

The standard hourly rates for the 2012 calendar year of the
SugarFGH professionals presently expected to have primary
responsibility for providing services to the Committee, as
discounted by 10%, are:

    (i) Aaron L. Hammer (Senior Partner) - $589.50/hour;
   (ii) Etahn M. Cohen (Senior Partner) - $517.50/hour;
  (iii) Mark S. Melickian (Of Counsel) - $472.50/hour;
   (iv) Michael A. Brandess (Associate) - $315/hour; and
    (v) Jack R. O'Connor (Associate) - $265.50/hour.

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

                 About Natural Pork Production II

Hog raiser Natural Pork Production II, LLP filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel,
effective as of the Petition Date.

Aaron L Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represent the IC Committee as
counsel.


NATURAL PORK: IC Committee Seeks Appointment of Ch.11 Trustee
-------------------------------------------------------------
The IC Committee asks the Bankruptcy Court to appoint a Chapter 11
Trustee for National Pork Production II, LLP, and its affiliates.

The IC Committee is an unincorporated association which represents
persons who disassociated from Natural Pork Production II, LLP,
between March 28, 2008, and December 4, 2008, and became Creditors
in National Pork Production II, LLP, at the time of the
disassociation.  The persons represented by the IC Committee are
parties to a Settlement and Intercreditor Agreement dated November
30, 2011, between Natural Pork Production II, LLP.  The SIA
Agreement was entered into by Natural Pork Production II, LLP, and
the SIA parties to settle litigation after certain of the SIA
parties won the case of Cration Capital, L.P. and Kruse Investment
Company vs. Natural Pork Production II, L.L.P., in the Iowa Court
of Appeals No. 0-887/1-0608.

Prior to the bankruptcy, various lawsuits were commenced in the
Iowa District Courts:

     I. Lawrence Handlos and Doris Handlos v. Natural Pork
        Production II, LLP, Case No. LACV01932l in the Iowa
        District Court for Shelby County. (Filed February 7,
        2012).

    II. Lawrence Handlos and Doris Handlos v. Intercreditor
        Committee, Case No. CE71355 in the Iowa District Court for
        Polk County (Filed April 20, 2012).

   III. National Pork Production II, LLP v. IC Committee, Case No.
        CL125019 in the Iowa District Court for Polk County.
        (Filed April 20, 2012).

The Handloses in the Shelby County claimed to own 80% of the
outstanding shares of National Pork Production II, LLP.  Claims
were made against NPP II, the Debtor alleging Breach of Contract
and Breach of Fiduciary Duly.  The Handloses sought in the Shelby
County action an injunction against the Debtor and the appointment
of a Receiver but this effort was unsuccessful.

On April 3, 2012, at a special meeting of the partners of NPP II,
the Handloses voted to install Lawrence Handlos as the sole
managing partner of NPP II.  At the same meeting on April 3, 2012,
a resolution was adopted that specifically amended the current
partnership agreement of NPP II and gave the managing partners
(now solely Lawrence Handlos) the power to "make decisions on
behalf of the partnership concerning litigation and/or potential
litigation by the partnership or against the partnership including
retention of legal counsel by the partnership.

On April 18, 2008, after Lawrence Handlos became the sole managing
partner of the Debtor the Shelby County Action was voluntarily
dismissed. Two days after the dismissal of the Shelby County case
the Handloses and NPP II cases are filed in the Iowa District
Court for Polk County.  Each case seeks in part a declaration of
the proper priority of debt including Handlos' approximately $3.9
million of subordinated debt as creditors of NPP II.

The IC Committee asserts that the litigation and this bankruptcy
proceeding, including the preference actions filed by NPP II on
Friday, Sept. 14, 2012, against the IC Committee and the SIA
parties, have been orchestrated and directed by Lawrence Handlos
either in his individual capacity or as the sole manager of NPP II
attempt to prime his approximately $3.9 million of subordinated
debt of NPP ahead of the other claims of creditors including but
not limited to the SIA parties.

Lawrence Handlos and Doris Handlos are listed in the Debtor's
Schedule F with a claim of $3,896,110.39 designated as
nonconvertible sub-debt.  As a result, Lawrence Handlos has a
conflict of interest in being the sole managing partner of the
Debtor and also being a creditor with a claimed debt of nearly
$4 million.

In addition to the Handloses being a creditor of NPP II, IC
Committee states upon information and belief the Handloses lease
farrowing and gilts farms in the state of Iowa from NPP II.  This
creates another conflict of interest in the decision making
process of rejecting or assuming the lease (Executory Contract)
under 11 U.S.C. 365.  In addition, Lawrence Handlos is both lessor
and lessee making decisions as to repairs and maintenance on the
farms and other decisions in which he has an unavoidable and
material conflict of interest.

The IC Committee says the actual and potential conflicts of
interest are in complete disregard of Lawrence Handlos fiduciary
duties to creditors of NPP II as a sole managing partner of NPP II
warranting the Appointment of a Chapter 11 Trustee.

                 About Natural Pork Production II

Hog raiser Natural Pork Production II, LLP filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  John C. Pietila, Esq.,
at Davis, Brown, Koehn, Shors & Roberts, P.C., in West Des Moines,
Iowa, represents the Debtor as special corporate counsel,
effective as of the Petition Date.

Aaron L Hammer, Esq., Mark S. Melickian, Esq., and Michael A.
Brandess, Esq., at Sugar, Felsenthal Grais & Hammer LLP, in
Chicago, represent the Official Committee of Unsecured Creditors.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represent the IC Committee as
counsel.


NEENAH PAPER: Bond Redemption No Impact on Moody's 'Ba3' Rating
---------------------------------------------------------------
Moody's Investors Service commented that Neenah Paper, Inc.'s (Ba3
stable) planned bond redemption is credit positive, but does not
impact the company's ratings or outlook.

Neenah Paper, Inc. produces premium, performance-based papers and
specialty products. The Fine Paper business segment accounts for
slightly less than half of consolidated sales and produces premium
writing, text, cover, and specialty papers used in corporate
annual reports, corporate identity packages, invitations, personal
stationery, and high-end packaging. The Technical Products
business segment manufactures automotive filters, saturated and
coated base papers, and a variety of non-woven wall coverings.

Based in Alpharetta, Georgia, the company has operations in the US
and Germany, and reported consolidated net sales of $750 million
for the twelve months ended June 30, 2012.


NEW PEOPLES: Extends Common Stock Public Offering Until Nov. 30
---------------------------------------------------------------
New Peoples Bankshares, Inc.'s board of directors extended the
closing of the common stock public offering of up to $25 million
from Oct. 15, 2012, to Nov. 30, 2012.

The Bank will use up to $8 million of the proceeds of the offering
to increase the Bank's equity capital as necessary and appropriate
as a buffer for any possible future unanticipated degradation in
Bank's loan or asset portfolios, and for general corporate
purposes.

A copy of the free writing prospectus is available at:

                        http://is.gd/ZFFMY1

                    About New Peoples Bankshares

New Peoples Bankshares, Inc., is a Virginia bank holding company
headquartered in Honaker, Virginia.  New Peoples subsidiaries
include: New Peoples Bank, Inc., a Virginia banking corporation
(the Bank) and NPB Web Services, Inc., a web design and hosting
company (NPB Web).

The Bank is headquartered in Honaker, Virginia and operates 27
full service offices in the southwestern Virginia counties of
Russell, Scott, Washington, Tazewell, Buchanan, Dickenson, Wise,
Lee, Smyth, and Bland; Mercer County in southern West Virginia and
the eastern Tennessee counties of Sullivan and Washington.

The Company's balance sheet at June 30, 2012, showed
$725.6 million in total assets, $701.9 million in total
liabilities, and stockholders' equity of $23.7 million.

According to the Company's quarterly report for the period ended
June 30, 2012, the Company and the Bank are subject to various
capital requirements administered by federal banking agencies.

"The Bank was well capitalized as of June 30, 2012, as defined by
the capital guidelines of bank regulations, however, the Company
continued to be below the minimum capital requirements as a result
of the Tier 1 leverage ratio decreasing to 3.72%, which was below
the minimum requirement of 4.00%.  Subject to the conversion of
the director notes, we expect to return to well-capitalized status
at the holding company level in 2012.  The Company's capital as a
percentage of total assets was 3.27% at June 30, 2012, compared to
3.70% at Dec. 31, 2011."


NEWNAN HOUSING: S&P Cuts Rating on Housing Revenue Bonds to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating on
Newnan Housing Authority, Ga.'s multifamily housing revenue bonds
(Eastgate Apartments Project) series 2005 to 'BB-' from 'BB'.

"The downgrade reflects our view of insufficient coverage on the
date of remarketing," said Standard & Poor's credit analyst
Stephanie J. Morgan.

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

    Revenues from mortgage debt service payments and investment
    earnings are insufficient to pay full and timely debt service
    on the bonds plus fees by the remarketing date of Feb. 2025;

    Asset/liability parity is projected to fall below 100% in Aug.
    2015;

    Insufficiency to pay reinvestment risk based on the 15-day
    minimum notice period required for special redemptions on Aug.
    2015 in the event the security prepays; and

    A deficit is projected after reinvestment risk is paid in Aug.
    2014.

Weaknesses are offset by S&P's opinion of the credit strengths:

    Investments held in Federated Money Market Fund (AAAm);
    An asset-to-liability ratio of 100.29% as of July 10, 2012;
    and

    The high credit quality of the Fannie Mae guaranteed pass-
    through certificates, which S&P considers to be 'AA+' eligible
    under our rating criteria.

Standard & Poor's has analyzed updated financial information based
on our current stressed reinvestment rate assumptions for all
scenarios as set forth in the criteria for certain federal
government-enhanced housing transactions.


OAKLAND POLICE: Monitor Finds Reforms Regressing
------------------------------------------------
The San Francisco Chronicle reports that a court-appointed monitor
Robert Warshaw overseeing Oakland police reforms said in a report
released that he was "dismayed" by the department's lack of
progress, citing a "stubborn resistance to compliance."

Mr. Warshaw found that the Oakland Police Department actually took
a step back, falling out of compliance with one of its tasks,
which involves the creation of a monitoring system to track
officers engaging in potentially problematic behavior, according
to San Francisco Chronicle.

The San Francisco Chronicle notes that the report is Mr. Warshaw's
last before the federal judge who appointed him hears arguments in
December about whether to place the department under federal
control.  Oakland city and police leaders have been eager to show
that they are making progress.

Oakland's department would become the first police department in
the nation to be placed in federal receivership.

The San Francisco Chronicle notes that Mr. Warshaw said the
department's leadership "lacks consistency of message and a
unanimity of purpose."

The San Francisco Chronicle discloses the department was ordered
to make reforms after four officers, who called themselves the
Riders, were accused in 2000 of systematically beating and framing
suspects in West Oakland.  A federal consent decree listing the
reforms began in 2003, and the city was expected to comply within
five to seven years, The San Francisco Chronicle relates.

The Chronicle says that there are 22 reforms still being
monitored, with 12 in compliance, seven in partial compliance, one
not in compliance, and two being deferred until a later date.

In his last report, Mr. Warshaw said the department was "almost
stagnant" in its efforts to comply, The Chronicle discloses.
Three months later, Mr. Warshaw said the department showed
"regression," San Francisco Chronicle relates.

The Chronicle says that John Burris, a civil rights attorney who
is advocating for the department to be put in receivership, called
Mr. Warshaw's latest description of the department "damning."

The Chronicle adds that the union representing the city's police
officers and sergeants noted that Mr. Warshaw repeatedly pointed
to department leadership as the problem.


ODYSSEY PICTURES: Reports $34,700 Net Income in Fiscal 2012
-----------------------------------------------------------
Odyssey Pictures Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income to the Company of $34,775 on $1.27 million of net sales of
services for the year ended June 30, 2012, compared with net
income to the Company of $60,400 on $1.60 million of net sales of
services during the prior fiscal year.

The Company's balance sheet at June 30, 2012, showed $1.21 million
in total assets, $3.71 million in total liabilities and a $2.49
million total stockholders' deficiency.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2012.  The independent
auditors noted that the Company may not have adequate readily
available resources to fund operations through June 30, 2013,
which raises substantial doubt about the Company's ability to
continue as a going concern.

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

                        http://is.gd/SkYNkI

                           About Odyssey

Plano, Tex.-based Odyssey Pictures Corp., during the nine months
ended March 31, 2012, realized revenues from the sale of branding
and image design products and media placement services.  The
Company's ongoing operations have consisted of the sale of these
branding and image design products, increasing media inventory,
productions in progress and development of IPTV Technology and
related services.


PATRIOT COAL: Committee Challenge Period Extended Until Dec. 3
--------------------------------------------------------------
On Oct. 16, 2012, the Official Committee of Unsecured Creditors of
Patriot Coal Corporation, et al., and Bank of America, N.A. as
administrative agent for the prepetition lenders stipulated to
extend the challenge period (to obtain investigation discovery
from the prepetition agent) pursuant to the Aug. 3, 2012 Final DIP
Order approving Patriot's $802 million debtor-in-possession
financing.  Bank of America has agreed to an extension of the
challenge deadline for the Committee only, from Nov. 1, 2012,
through Dec. 3, 2012.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PENNFIELD CORP: To Hold Auction, Sale of Grain Biz in November
--------------------------------------------------------------
Pennfield Corporation and Pennfield Transport Company, which are
unloading assets as part of their bankruptcy strategy, will accept
purchase offers through Nov. 6, 2012.

Prior to filing for bankruptcy, the Debtors entered into a sale
agreement with Carlisle Advisors LLC, which is buying
substantially all of the assets constituting the grain business.
Carlisle has agreed to pay $15,600,000 for the assets, subject to
adjustments.  Carlisle also has agreed to provide a $2.0 million
DIP loan to the Debtors to finance the Chapter 11 pending the
sale.

The Debtors will test Carlisle's offer at an auction.  Carlisle
agreed to act as stalking horse bidder.

Earlier this month, the Debtors filed papers in Court seeking
approval of guidelines and dates relevant to the bidding, auction
and sale.  The Debtors have asked the Court to hold a hearing on
the bidding procedures on Oct. 22.

If competing offers are received, the Debtors propose to hold the
auction Nov. 9 at 10:00 a.m. at the offices of Maschmeyer Karalis,
the Debtors' counsel in Philadelphia.  The Debtors also ask the
Court to schedule a hearing Nov. 16 to approve the sale to the
successful bidder.

The Debtors propose to pay Carlisle a $468,000 break-up fee in the
event they close a deal with a rival bidder.

The assets proposed to be sold include all mills, including the
grain facilities, underlying real estate, and associated
machinery, equipment, fixtures, inventory, personal, property,
intangible property, and related assets owned by the Debtors
relating to the mills.  A bidder may bid on an individual mill or
on multiple mills.

The only assets of Pennfield not being marketed for sale by
Lakeshore are the 165 acre farm in York County and the 3.1 acres
of land and buildings located on Rohrestown Road, Lancaster, that
was the former corporate offices of Pennfield.  The Debtors intend
to sell both the York Farm and the Lancaster Office Building and
utilize the proceeds to fund its chapter 11 plan.

The Debtors said competing offers must provide consideration that
is at least 2% greater than the consideration provided by Carlisle
with respect to any overlapping Assets bid on plus the Break-Up
Fee.  Rival bidders must provide a deposit in a form acceptable to
the Debtors in an amount equal to 5% of the proposed purchase
price, or in the Debtors' discretion, with respect to Package
Bidders, a lesser amount, but in no event less than 3% of the
proposed purchase price payable to the order of Lakeshore Food
Advisors, LLC, as agent for the Debtors.

                          About Pennfield

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield Corp. estimated $10 million to $50 million in assets and
debts.  Pennfield Transport estimated under $1 million in assets
and debts.  The petition was signed by Arnold Sumner, president.


PENNFIELD CORP: Taps Maschmeyer Karalis as Chapter 11 Counsel
-------------------------------------------------------------
Pennfield Corporation and Pennfield Transport Company filed papers
in Bankruptcy Court seeking formal approval of Maschmeyer Karalis
P.C. as their general bankruptcy counsel.

The firm has rendered services to the Debtors pre-bankruptcy.
During the 90 day period prior to the Chapter 11 filing, the firm
received from the Debtors:

     $50,000 as retainer on Sept. 14;
     $52,092 as retainer on Sept. 25;
     $76,000 as retainer on Sept. 28; and
     $10,000 as retainer on Oct. 2

The firm received no other payments from the Debtors within one
year of the petition date.

The firm's Aris J. Karalis, Esq., attests his firm does not hold
any interest materially adverse to the Debtors' estates.

                          About Pennfield

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield Corp. estimated $10 million to $50 million in assets and
debts.  Pennfield Transport estimated under $1 million in assets
and debts.  The petition was signed by Arnold Sumner, president.


PENNFIELD CORP: Hiring Lakeshore as Investment Banker
-----------------------------------------------------
Pennfield Corporation and Pennfield Transport Company seek
Bankruptcy Court permission to employ Lakeshore Food Advisors LLC
to provide investment banking services.

The Debtors will look to Lakeshore for:

     -- advise in the analysis of relevant financial and operating
        data to develop appropriate financial structuring
        objectives to meet the Debtors' strategic objectives;

     -- advise the Debtors on structuring alternatives;

     -- assist and advice the Debtors in developing a strategy for
        accomplishing refinancing and a sale of substantially all
        of the Debtors' assets, including contacting prospective
        buyers.

The Debtors propose to pay Lakeshore a flat fee of $17,500 per
month plus reimbursement of reasonable out-of-pocket expenses.
Lakeshore will also be entitled to a success fee in the event a
transaction, like a sale or refinancing, occurs.  The success fee
will be 3% of the total consideration.  Lakeshore will remain
entitled to the success fee in the event the transaction is
consummated within 12 months after the expiration or termination
of the firm's engagement.

The Debtors also agree to indemnify Lakeshore.

Lakeshore began providing services to the Debtors prior to the
Chapter 11 filing.  During the 90 days prior to the petition date,
Lakeshore received payments from the Debtors:

   $17,500 as retainer on July 9;
   $17,500 also as retainer on July 27;
   $21,489 as retainer and reimbursement of expenses on Aug. 28;
   $23,851 as retainer and reimbursement of expenses on Sept. 27;

Lakeshore's Mary Burke attests her firm does not hold any interest
materially adverse to the Debtors' estates.

                          About Pennfield

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield Corp. estimated $10 million to $50 million in assets and
debts.  Pennfield Transport estimated under $1 million in assets
and debts.  The petition was signed by Arnold Sumner, president.


PENNFIELD CORP: Skadden Arps to Represent Special Committee
-----------------------------------------------------------
Skadden Arps Slate Meagher & Flom LLP is taking a special advisory
role in the Chapter 11 cases of Pennfield Corporation and
Pennfield Transport Company.  The Debtors are seeking to employ
the firm as counsel to the special committee of the Debtors' board
of the directors.

The Debtors believe that Skadden's employment is critical to,
among other things, reviewing and negotiating bids to purchase
substantially all of the Debtors' assets pursuant to Sections 363
and 365 of the Bankruptcy Code, and providing the Debtors with
other strategic advice.

The Special Committee of the board of directors retained Skadden
to provide legal advice to the Special Committee in connection
with assisting and advising the Debtors in their efforts to work
out their financial circumstances.

Skadden's hourly rates range from:

          $840 to $1,150 for partners,
          $815 to   $895 for counsel and special counsel,
          $365 to   $775 for associates, and
          $195 to   $310 for most categories of paraprofessionals

Prior to the petition date, the Debtors paid Skadden a $100,000
retainer.  When the bankruptcy petitions were filed, $77,671 of
the initial retainer remained unapplied.

Ron E. Meisler, Esq., who will lead the Skadden team working on
the Debtors' cases, said his firm does not hold an interst adverse
to the Debtors or their estates.

                          About Pennfield

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield Corp. estimated $10 million to $50 million in assets and
debts.  Pennfield Transport estimated under $1 million in assets
and debts.  The petition was signed by Arnold Sumner, president.


PICCADILLY RESTAURANTS: Has Until Oct. 28 to File Schedules
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
extended until Oct. 28, 2012, Piccadilly Restaurants, LLC, et
al.'s time to file schedules of assets and liabilities, and
statement of financial affairs.

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

In the 2012 petition, Piccadilly Restaurants estimated under
$50 million in total assets and liabilities.  Judge Robert
Summerhays oversees the 2012 cases.  Lawyers at Gordon, Arata,
McCollam, Duplantis & Eagan, LLC, serve as the 2012 Debtors'
counsel.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtorrs' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

No official committee of unsecured creditors was appointed in the
case.


PICCADILLY RESTAURANTS: Jones Walker Interim Okayed as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
will convene a final hearing on Oct. 23, 2012, at 10 a.m., to
consider Piccadilly Restaurants, LLC, et al.'s request to employ
Jones, Walker, Waechter, Poitevent, CarrĊ re & Denegre, L.L.P. as
counsel.

The Debtors had engaged R. Patrick Vance, Elizabeth J. Futrell,
Mark A. Mintz, Patrick L. McCune, and Tyler J. Rench, subject to
Court approval.

The Debtors' former counsel in the cases was the law firm of
Gordon, Arata, McCollam, Duplantis & Eagan, LLC.  According to the
Debtors' case docket, on Sept. 26, 2012, the Court granted Gordon
Arata's request to withdraw as attorney for the Debtor.

Prepetition, Jones Walker represented Restaurants with regard to
intellectual property issues.  Since January 2011, Restaurants has
paid Jones Walker $37,120 in attorney's fees and expenses.  As of
the Petition Date, Jones Walker has unpaid bills of $290, and
additional unbilled time and expenses of $3,227.  Jones Walker has
agreed to waive both unpaid bill as part of the application.

The Debtors note that Gordon Arata was paid a retainer of
$200,000, which was designed to secure the payment of services
performed and reimburse expenses.  Jones Walker's sole expectation
for a retainer is that the remaining amount of the retainer will
be transferred to Jones Walker to be held as Jones Walker's
retainer.

To the best of the Debtors' knowledge, Jones Walker is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

In the 2012 petition, Piccadilly Restaurants estimated under
$50 million in total assets and liabilities.  Judge Robert
Summerhays oversees the 2012 cases.  Lawyers at Gordon, Arata,
McCollam, Duplantis & Eagan, LLC, serve as the 2012 Debtors'
counsel.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtorrs' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

No official committee of unsecured creditors was appointed in the
case.


PICCADILLY RESTAURANTS: Taps Postlethwaite as Independent Auditors
------------------------------------------------------------------
Piccadilly Restaurants, LLC, et al., ask the U.S. Bankruptcy Court
for the Western District of Louisiana for permission to employ
Postlethwaite & Netterville, PAC, as independent auditors,
accountants and tax consultants.

The hourly rates of Postlethwaite's personnel are:

       Candace E. Wright, a director of the Company    $250
       Kelly Hidalgo                                   $220
       Chelsea Marlborough                             $100

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

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

In the 2012 petition, Piccadilly Restaurants estimated under
$50 million in total assets and liabilities.  Judge Robert
Summerhays oversees the 2012 cases.  Lawyers at Gordon, Arata,
McCollam, Duplantis & Eagan, LLC, serve as the 2012 Debtors'
counsel.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtorrs' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

No official committee of unsecured creditors was appointed in the
case.


PICCADILLY RESTAURANTS: Wants to Hire BMC Group as Claims Agent
---------------------------------------------------------------
Piccadilly Restaurants, LLC, and its affiliates ask the Bankruptcy
Court for authorization to employ BMC Group, Inc., as claims
agent, noticing agent and balloting agent, nunc pro tunc to
October 10, 2012.

Pursuant to the Services Agreement, BMC may provide the following
services, listed nonexclusively:

    (a) prepare, serve or publish notices or other pleadings in
        the Chapter 11 Case;

    (b) maintain copies of all proofs of claim and proofs of
        interest filed in the bankruptcy cases;

    (c) assist the Debtors' counsel with the administrative
        management, reconciliation and resolution of claims in the
        Chapter 11 Case;

    (d) if requested by the Court, create and maintain the
        official claims register(s) in the Chapter 11 Case;

    (e) receive and record all transfers of claims pursuant to
        Bankruptcy Rule 3001(e) in the Chapter 11 Case;

    (f) maintain an up-to-date mailing list for all entities who
        have filed proofs of claim and/or requests for notices in
        the Chapter 11 Case;

    (g) print, mail and tabulate ballots for purposes of plan
        voting in the Chapter 11 Case;

    (h) assist with the preparation and maintenance of the
        Debtors' Schedules of Assets and Liabilities, Statements
        of Financial Affairs and other master lists and databases
        of creditors, assets and liabilities in the Chapter 11
        Case;

    (i) assist with the production of reports, exhibits and
        schedules of information or use by the Debtors, its
        counsel, or to be delivered to the Court, the Clerk's
        Office, the U.S. Trustee or third parties in the Chapter
        11 Case;

    (g) provide other technical and document management services
        of a similar nature requested by the Debtors, its counsel,
        or in the Clerk's office;

    (k) facilitate or perform distributions, as and to the extent
        approved by the Court; and

    (l) assist the Debtors and its counsel with all analyses
        and/or collections of avoidance actions pursuant to
        Chapter 5 of the United States Bankruptcy Code.

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

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

In the 2012 petition, Piccadilly Restaurants estimated under
$50 million in total assets and liabilities.  Judge Robert
Summerhays oversees the 2012 cases.  Lawyers at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, LLP, in New Orleans,
serve as the 2012 Debtors' counsel.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.


PICCADILLY RESTAURANTS: Wants to Hire J. Cornish as Consultant
--------------------------------------------------------------
Piccadilly Restaurants, LLC, and its affiliates ask the Bankruptcy
Court for authorization to employ Jeffrey L. Cornish, as their
consultant nunc pro tunc to the Petition Date.

Mr. Cornish will perform the same services that he performed
before the Petition Date; namely, advice, analyses, and
recommendations with respect to operations, marketing, labor
scheduling, real property lease renegotiations, restructurings,
asset sales, and the like.  The Consultant is performing many of
the functions of Chief Financial Officer and Controller of the
Debtors.

Mr. Cornish is familiar with the Debtors' businesses and financial
affairs and is well-qualified to provide the services required by
the Debtor in this Chapter 11 Case.  Prior to the Petition Date,
he provided the Consulting Services to the Debtors since July
2012, as provided for in the Consulting Agreement.

Mr. Cornish will receive $4,000 per week for his services.  In
providing prepetition services to the Debtors, the Consultant has
become well-acquainted with the Debtors' financial systems,
business, and operational difficulties, attributes and other
related matters.  Accordingly, the Consultant has developed
significant experience and expertise regarding the Debtors'
businesses that will assist it in providing effective and
efficient services in this Chapter 11 Case.

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

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

In the 2012 petition, Piccadilly Restaurants estimated under
$50 million in total assets and liabilities.  Judge Robert
Summerhays oversees the 2012 cases.  Lawyers at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, LLP, in New Orleans,
serve as the 2012 Debtors' counsel.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.


PINNACLE AIRLINES: Seeks to Ditch Pilot Contract
------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports that
Pinnacle Airlines Corp. on Tuesday began laying out a case that it
must slash labor costs related to its pilots by more than it
originally thought earlier this year, in day-one of a trial over
whether the regional carrier can reject those pilots' labor
contract and impose new concessions.

                   About Piccadilly Restaurants

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.


PLYMOUTH OIL: Amends Schedules of Assets and Liabilities
--------------------------------------------------------
Plymouth Oil Company, LLC, with the U.S. Bankruptcy Court for the
Northern District of Iowa amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $19,001,804
  B. Personal Property            $2,621,545
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,517,930
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $59,726
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,313,930
                                 -----------      -----------
        TOTAL                    $21,623,349      $12,891,586

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

The Debtor disclosed $21,543,249 in assets and $12,932,659 in
liabilities in the prior iteration of the schedules.

                    About Plymouth Oil Company

Founded by local investors, Plymouth Oil Company, LLC started
operations in February 2010 purchasing raw corn germ and refining
this material into de-oiled germ meal and kosher food-grade
cooking oil.  The plant has the capability of pumping out 90 tons
of corn oil each day and about 300 tons of DCGM (defatted corn
germ meal) daily, which is used for hog, poultry and dairy feed.

Bankruptcy Judge Thad J. Collins presides over the case.  Bradley
R. Kruse, Esq., at Brown Winick Graves Gross Baskerville &
Schoenebaum, P.L.C., serves as the Debtor's counsel.  The petition
was signed by David P. Hoffman, president.

Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven
Vande Brake, and Iowa Corn Opportunities, LLC, are represented by
lawyers at Baird Holm LLP in Omaha, Nebraska.


PRECISION OPTICS: Reports $960,900 Net Income in Fiscal 2012
------------------------------------------------------------
Precision Optics Corporation, Inc., filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
net income of $960,972 on $2.15 million of revenue for the year
ended June 30, 2012, compared with a net loss of $1.05 million on
$2.24 million of revenue during the prior fiscal year.

The Company's balance sheet at June 30, 2012, showed $1.24 million
in total assets, $727,070 in total liabilities, all current, and
$519,329 in total stockholders' equity.

Stowe & Degon LLC, in Westborough, Massachusetts, did not issue a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2012.

Stowe & Degon previously expressed substantial doubt about
Precision Optics' ability to continue as a going concern,
following the Company's results for the fiscal year ended June 30,
2010.  The independent auditors noted that the Company has
suffered recurring net losses and negative cash flows from
operations.  Stowe & Degon's 2011 audit report did not include a
going concern qualification.

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

                       http://is.gd/ZICe5v

                      About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.


PRECISION OPTICS: MHW Entities Disclose 5.5% Equity Stake
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, MHW Partners, L.P., MHW Capital, LLC, MHW Capital
Management, LLC, Peter H. Woodward disclosed that, as of
Sept. 28, 2012, they beneficially own 222,223 shares of common
stock of Precision Optics Corporation, Inc., representing 5.5% of
the shares outstanding.  A copy of the filing is available for
free at http://is.gd/EiQdmV

                      About Precision Optics

Headquartered in Gardner, Massachusetts, Precision Optics
Corporation, Inc., has been a developer and manufacturer of
advanced optical instruments since 1982.  The Company designs and
produces high-quality micro-optics, medical instruments and other
advanced optical systems.  The Company's medical instrumentation
line includes laparoscopes, arthroscopes and endocouplers and a
world-class product line of 3-D endoscopes for use in minimally
invasive surgical procedures.

The Company's balance sheet at June 30, 2012, showed $1.24 million
in total assets, $727,070 in total liabilities, all current, and
$519,329 in total stockholders' equity.


QUIKSILVER INC: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Huntington Beach, Calif.-based Quiksilver Inc. to 'B-'
from 'B'. The outlook is negative.

"At the same time, we lowered our issue-level rating on
Quiksilver's EUR200 million European senior unsecured debt to 'B-'
from 'B'. We also revised the recovery rating on this debt to '4',
indicating our expectation of average (30% to 50%) recovery for
noteholders in the event of a payment default, from '3'," S&P
said.

"In addition, we also lowered our issue-level rating on the
company's $400 million senior unsecured debt to 'CCC' from 'CCC+',
with a '6' recovery rating, which indicates our expectation of
negligible (0% to 10%) recovery in the event of a default," S&P
said.

"The rating actions reflect our view that Quiksilver's
profitability has materially declined, liquidity has become
constrained, and covenant cushion has tightened to below 10%,"
said Standard & Poor's credit analyst Jacqueline Hui. "We believe
the company's operating performance could continue to be
pressured, and covenant tests could potentially be breached when
the interest coverage steps up next quarter."

"The ratings on Quiksilver reflect Standard & Poor's view that the
company has a 'highly leveraged' financial risk profile based on
its weakening credit metrics and less than adequate liquidity. We
also continue to characterize the business risk profile as
'vulnerable' because of its exposure to the cyclical apparel
industry, its relatively narrow niche focus in the competitive
apparel industry, and the fashion risk inherent in its target
market," S&P said.

"The company maintains a portfolio of well-known niche brands,
such as Quiksilver, Roxy, and DC Shoes. In our view, the brand
portfolio continues to be narrowly focused in young men's and
women's surfboard- and skateboard-related apparel and accessories.
Fashion risk in this segment is especially high as customer tastes
tend to change frequently, which could lead to excess inventories
and promotional activity, and has in the past resulted in
inconsistent operating performance," S&P said.

"The rating outlook is negative, reflecting Standard & Poor's
expectation that Quiksilver's operating performance could continue
to be pressured by foreign currency exchange rates, weak
macroeconomic conditions, and a highly promotional retail
environment," S&P said.


RESIDENTIAL CAPITAL: Seeks to Amend $1.4-Bil. DIP Facility
----------------------------------------------------------
Residential Capital LLC and its debtor affiliates seek authority
from Judge Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York to enter into an amendment to the
Superpriority Debtor-In-Possession Credit and Guaranty Agreement
with Barclays Bank plc, dated as of May 16, 2012.

The DIP agreement has been amended and restated as of June 29,
2012, and further amended and restated as of August 14, 2012.

The Original DIP Agreement provides the Debtors with up to $190
million revolving loan facility, up to $1.060 billion A-1 term
loan facility, and up to $200 million A-2 term loan facility.

The DIP Amendment amends the Barclays DIP Facility to permit the
Debtors to, among other things:

   (i) consummate the sale of their "legacy" whole loan portfolio
       prior to the sale of their mortgage loan origination and
       servicing platform; and

  (ii) sell certain junior lien collateral consisting of Federal
       Housing Administration mortgage insurance backed mortgage
       loans and mortgage loans guaranteed by the U.S. Department
       of Veterans Affairs.

Gary S. Lee, Esq., at Morrison & Foerster LLP, in New York,
explains that at the time the Debtors sought approval of the
Barclays DIP Facility, due to the uncertainty surrounding the
sales process and timing, the Debtors were unable to obtain the
flexibility to close the Legacy Portfolio Sale prior to the
closing of the Platform Sale.  Mr. Lee relates that because of
the level interest in the Legacy Portfolio and the Platform, the
DIP Lenders have agreed to amend the DIP Facility to permit the
Debtors to consummate the Legacy Portfolio Sale and FHA/VA Loan
Sales of up to $200 million prior to consummation of the Platform
Sale, subject to the partial pay down of the Barclays DIP
Facility.

Mr. Lee asserts that the DIP Amendment is beneficial to the
Debtors' assets.  The amendment, he explains, will ensure that
the winning bidder for the Legacy Portfolio Sale will be able to
close promptly and not be forced to wait for the closing of the
Platform Sale, which is expected to take longer to close due to
the time required to obtain consents and approvals necessary for
the transfer of the Debtors' servicing and origination platforms
and the transition of the Debtors' assets.

The Debtors also seek the Court's authority to pay aggregate fees
of up to $2.05 million to the lenders and administrative agent
under the Amended DIP Agreement.

In a declaration supporting the Debtors' request, Marc D. Puntus,
a partner and co-head of the Restructuring Group at Centerview
Partners LLC, investment banker to the Debtors, said that if the
Legacy Portfolio Sale can close separately from and earlier than
the Platform Sale, there should be more active bidding on the
Legacy Portfolio due to the increased certainty.

The Official Committee of Unsecured Creditors informed the Court
that it generally supports the amendment so long as bifurcating
the closings of the sales and allowing the FHA/VA Loan Sale does
not inadvertently benefit one set of creditors over another as
compared to the impact of the current projected paydown of the
Barclays DIP Facility.  The Committee pointed out that certain of
the Debtors' assets serve as collateral for multiple facilities
and thus the sequencing of sales may impact what value is
available for junior creditors out of a given pool of assets.

The Committee said it has engaged in discussions with the Debtors
on this issue and has been assured by the Debtors that in the
event the closing of the Legacy Portfolio Sale is bifurcated from
the closing of the Platform Sale, the sale proceeds will be
applied in the same manner as if the sales close simultaneously.
The Committee added that the Debtors said they will add a
provision to the Proposed Order and address this issue on the
record at the hearing to clarify this issue.

                     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).


RESIDENTIAL CAPITAL: Ally Worries Sale May Impede Mortgage Deal
---------------------------------------------------------------
Ally Financial Inc., Residential Capital LLC's government-
controlled parent, is worried that the proposed sale of ResCap's
mortgage-servicing platform might hamstring ResCap's promise to
abide by the terms of a landmark national mortgage settlement,
Rachel Feintzeig of Dow Jones Newswires reported.

Ally, according to the report, expressed concerns on whether
Nationstar Mortgage LLC would fulfill ResCap's obligations under
the settlement if it wins a coming auction for the bankrupt
company's mortgage-servicing portfolio.  Nationstar, a subsidiary
of Fortress Investment Group, has been named the lead bidder in
that contest, with a $2.5 billion bid.

According to Ally, the tentative sale deal with Nationstar
doesn't spell out that the prospective purchaser will "honor and
perform all of the debtors' obligations" under a settlement the
nation's largest mortgage lenders struck with the Department of
Justice and scores of state attorneys general over alleged
violations in mortgage origination and foreclosure practices.

Ally said it won't back the transaction unless ResCap's
settlement responsibilities are preserved.

"Ally cannot and will not consent to the sale, including the
assumption and assignment of the contracts, if the debtors do not
comply with their regulatory obligations and obligations to pay
for such settlement costs," Ally said in papers filed with the
U.S. Bankruptcy Court in Manhattan.

ResCap and Ally were part of a $25 billion settlement with the
U.S.'s largest mortgage lenders over borrower claims of improper
foreclosure practices. The settlement requires ResCap to, among
other things, help borrowers who are underwater on their
mortgages and compensate others who lost their homes in
foreclosures. ResCap was required to pay a settlement amount of
$109.6 million and was responsible for $200 million in consumer
relief, among other provisions of the deal, according to
documents filed with the U.S. District Court in the District of
Columbia.

Ally said that under the settlement -- to which it was also a
party -- it can't consent to a ResCap sale unless ResCap and its
affiliates "ensure the continued performance of their
obligations" under the deal. In order to comply with its
obligations, ResCap must require Nationstar or any other
purchaser of the mortgage-servicing platform to perform and be
bound by the settlement.  In addition, ResCap must fund or set
aside an amount "sufficient to pay for any obligations" under the
settlement for past practices like loan modification obligations
and foreclosure review obligations.

"If the debtors do not ensure that Nationstar will honor and
perform the debtors' obligations under the . . . settlement and
the consent order, then the debtors will not be in compliance
with their regulatory obligations," Ally said.

                     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).


RESIDENTIAL CAPITAL: Responds to RMBS Pre-Auction Objections
------------------------------------------------------------
Residential Capital LLC and its affiliates maintain that the sale
of their mortgage-servicing platform is expected to yield
approximately $2.3 billion, if not more, of value to their estates
and is the fundamental driver of recovery for their stakeholders.
The terms of the Servicing Platform sale are memorialized in the
asset purchase agreement with Nationstar Mortgage LLC, which,
among other things, provides for the transfer of Servicing
Agreements to Nationstar.

"Although the RMBS Trustees object to the sale of the Servicing
Platform, the sale will unquestionably yield a far better result
for the RMBS Trustees than a liquidation of the Debtors' business
because, under those circumstances, the Debtors would be forced
to reject the Servicing Agreements, leaving the RMBS Trustees
with general unsecured claims for contract rejection damages and
burden of self-servicing hundreds of transactions or finding
replacement servicers," Gary S. Lee, Esq., at Morrison & Foerster
LLP, in New York, asserts.

For these reasons, the Debtors ask the Court to overrule the RMBS
Trustees' objections.

                      RMBS Trustees Talk Back

The Bank of New York Mellon and The Bank of New York Mellon Trust
Company, N.A., Deutsche Bank Trust Company Americas, Deutsche
Bank National Trust Company, U.S. Bank National Association and
Wells Fargo Bank, N.A., solely in their respective capacities as
trustees or indenture trustees for certain mortgaged backed
securities trusts, argue that the Debtors' reply is an
acknowledgement that the "pre-closing" line of demarcation simply
doesn't work, and that Nationstar is willing to, as it must,
assume obligations under the purchase agreements even when those
obligations could relate to pre-closing acts or omissions of the
Debtors.

"By picking and choosing its obligations under the PSAs, the
Nationstar will have less financial risk, and more certainty that
it can make money, from its future, but limited, performance
under the PSAs," the RMBS Trustees argue.

                  Ambac Assurance Reserves Right

Ambac Assurance Corporation and the Segregated Account of Ambac
Assurance Corporation joined in the RMBS Trustees' objection and
reserved its right to raise further objection to the proposed
sale.

                     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).


RESIDENTIAL CAPITAL: Makes Second Attempt on Bonus Plan
-------------------------------------------------------
Residential Capital LLC and its affiliates seek the Bankruptcy
Court's authority to pay $4.1 million to $7.0 million to 17
executives and senior managers to incentivize them for the work
they've done to preserve and maximize the value of the Debtors'
estates for the benefits of creditors.

The request is the second key employee incentive program the
Debtors delivered to the Court in two months.  The first KEIP was
rejected by the Court after determining that the structure of the
program was not primarily incentivizing.

According to Gary S. Lee, Esq., at Morrison & Foerster LLP, in
New York, the difference between the Original KEIP and the
Modified KEIP are that:

   (i) the aggregate award for closing the stalking horse sales
       has been reduced from 63% to 20%; and

  (ii) a new metric allocates a greater percentage (50%) of an
       individual's award to the improvement of the purchase
       prices paid at the auctions for sale of the Debtors'
       assets.

The remaining 30% of the KEIP awards are allocated evenly among
achieving the financial/operational metrics utilized in the
Original KEIP.

As with the Original KEIP, the Modified KEIP excludes the
Debtors' Chief Executive Officer, President, and Chief Capital
Markets Officer.

The total potential award payouts have not changed in the
Modified KEIP.  Mr. Lee asserts that the total potential payouts
continue to represent a reasonable amount, especially when
compared with the combined stalking horse bids of approximately
$3.9 billion.

The Debtors maintain that the Modified KEIP is justified by the
facts and circumstances of their Chapter 11 cases and is in their
best interests, their estates, and their creditors and should be
approved by the Court.  Mr. Lee asserts that the Debtors are on
the cusp of the most significant event to date in their Chapter
11 cases -- auctions for assets that may yield proceeds in excess
of $4 billion.  Mr. Lee adds that the KEIP Participants have
worked extraordinarily hard throughout the Chapter 11 cases to
create the most robust auction process for the benefit of their
creditors.

Anne Janiczek, Chief Human Resources Officer of Residential
Capital LLC, said in a supporting declaration that by tying a
greater percentage of the target KEIP award to achieving an
increase in the sales proceeds at the auction, the Debtors
properly align their interests with those of their creditors and
incentivize the KEIP Participants to continue to perform at the
highest levels.
                     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).


RESIDENTIAL CAPITAL: Wins OK to Reimburse Directors' Costs
----------------------------------------------------------
The Bankruptcy Court authorized Residential Capital LLC and its
affiliates to reimburse the expenses of independent directors,
including payment of all reasonable expenses, including reasonable
charges for professional services rendered and disbursements
incurred by Morrison Cohen LLP as counsel to the Independent
Directors.  As of Sept. 5, 2012, Morrison Cohen is owed
approximately $255,000 in fees and $3,500 in expenses incurred
postpetition.

The Independent Directors compose the Special Committee of
Independent Directors whose role was to implement a process and
procedure for the approval of any material transaction entered
into between ResCap and any affiliate.

                     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).


RESIDENTIAL CAPITAL: Steering Committee Supports Approval of Deal
-----------------------------------------------------------------
The steering committee of investors of Residential Capital LLC
asks the Bankruptcy Court to approve the proposed RMBS Trust
settlement, asserting that the settlement clearly falls within the
range of reasonableness.

Kathy D. Patrick, Esq., at Gibbs & Bruns LLP, in Houston, Texas,
relates that the Debtors have offered to settle mortgage
repurchase claims held by 392 RMBS Trusts for a maximum Total
Allowed Claim of $8.7 billion.  These Trusts, Ms. Patrick points
out, have already suffered more than $30 billion in mortgage
losses and are projected to suffer an additional $15 to $20
billion in losses over their lifetimes.  Considering these
losses, and other relevant data, the Debtors' expert calculated
the Trusts' repurchase claims at between $6.7 billion and $10.3
billion.  "The $8.7 billion proposed settlement is near the mid-
point of that range and is unquestionably fair and equitable
under the circumstances," Ms. Patrick asserts.

Ms. Patrick adds that the Debtors' settlement judgment has also
been vindicated by subsequent developments.  She notes that since
the agreement was signed, two published decisions by courts in
the Southern District of New York have significantly limited
Debtors' "material and adverse/causation" defense to the settled
claims.  Although any settlement must necessarily be evaluated on
the state of the law at the time of the settlement, the Debtors'
Chapter 11 cases have increased the risk and complexity of the
Debtors' ability to defend the RMBS Trusts' claims if the
settlement is not approved.  Calculations by Debtors' expert, for
example, demonstrate that if Debtors lost on that defense, their
repurchase liability could balloon to more than $14 billion, Ms.
Patrick asserts.

                     Parties Designate Witnesses

The Debtors and other parties-in-interest submitted designations
of expert witnesses pursuant to the scheduling order governing
discovery and hearing on the proposed RMBS Settlement:

   Party              Expert Witness
   -----              --------------
   Debtors            Frank Sillman, Fortace LLC
                      William J. Nolan, FTI Consulting, Inc.
                      Jeffrey Lipps, Esq., at Carpenter Lipps &
                         Leland
                      Jeff Cancelliere, Mortgage Risk Officer
                      Tammy Hamzehpour, General Counsel
                      John Mack, Independent Board Member
                      Tom Marano, Chief Executive Officer
                      Mark Renzi, FTI Consulting, Inc.
                      John Ruckdaschel, Associate General Counsel

   Talcott Franklin   Talcott J. Franklin
   Group Investors

   MBIA Insurance     Cadwalader, Wickersham & Taft LLP
   Corporation

   Financial          Jones Day
   Guaranty
   Insurance
   Company

            Trial on Settlement Pushed to January 2013

Judge Glenn pushed back the trial on the proposed RMBS Settlement
to Jan. 14.  Under a Court-approved scheduling order, 12 hours of
the trial will be allotted to supporters of the RMBS settlement,
including ResCap and its bankrupt affiliates, AFI, and the
institutional investors involved in the deal, and 18 hours to
their opponents.

                     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).


RG STEEL: Has Final Authority to Access Cash Collateral
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, WP Steel Venture LLC, et al., to use cash
collateral of the second lien agent, second lien lenders and the
third lien lender, until Dec. 28, 2012, pursuant to a budget.

As adequate protection, the Second Lien Agent, for the benefit of
itself and the Second Lien Lenders, is granted replacement liens
and security interests in all Collateral to the extend of any
diminution of their interests in the Prepetition Collateral.  As
additional adequate protection, the Second Lien Agent is also
granted an allowed superpriority administrative expense claim
provided by Section 507(b) of the Bankruptcy Code.

As further adequate protection, Debtors are authorized to provide
the Second Lien Agent periodic payments from the proceeds of any
Collateral at the times and in the amounts set forth in the
budget.  In the event the Debtors consummate the sale of any
Collateral in any weekly period that is prior to the date for such
sales as contemplated by the budget, the Debtors will make the
adequate protection payment associated with the sale of such
Collateral at the closing thereof and will receive a credit for
such amount against the adequate protection payment contemplated
for the week in which the sale was initially projected to close.

As adequate protection, the Third Lien Lender is granted
replacement liens and security interests in all Collateral to the
extent of any diminution in value of its interests in the
Prepetition Collateral.  As additional adequate protection, the
Third Lien Lender is granted an allowed superpriority
administrative expense claim.

                          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: Asks Bankr. Court to Take Judicial Notice of OIC Order
----------------------------------------------------------------
On Aug. 31, 2012, the State of West Virginia Offices of the
Insurance Commissioner asked the Bankruptcy Court to grant it
relief from the automatic stay pursuant to Section 362(d) of the
Bankruptcy Code to enforce its lien against a United States
Treasury Bill deposited by RG Steel Wheeling, LLC, with the
State of West Virginia Treasurer's Office as collateral for RG
Steel Wheeling's obligations and liabilities under the State of
West Virginia Workers' Compensation Act and the rules and
regulations thereunder.

The OIC now asks the Bankruptcy Court to take judicial notice of
the Order entered on Sept. 26, 2012, by Michael D. Riley, the
Insurance Commissioner of the State of West Virginia in In re RG
Steel Wheeling, LLC, 12-AP-WCCSI-02001 with respect to the only
remaining issue to be determined with the OIC's motion -- the
amount of the OIC's claim against RG Steel Wheeling relating to
the RG Steel Wheeling Workers' Compensation Liabilities.

The Order of the Commissioner revokes RG Steel Wheeling's self-
insured status.  The Order also estimated, fixed and determined
the amount of the RG Steel Wheeling Workers' Compensation
Liabilities and assessed that amount against RG Steel Wheeling.
In addition, the Order provided for the accrual of interest at a
certain rate in accordance with Article 2, Sections 9(d)(1) and 13
of the Act (W. Va. Code Sections 23-2-9(d)(1) and 23-2-13).

A copy of the Order entered on Sept. 26, 2012, by the OIC of the
State of West Virginia is found as Exhibit A at:

            http://bankrupt.com/misc/rgsteel.doc1366.pdf

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as it's financial
advisor.


SCIENTIFIC LEARNING: Receives Delisting Notice From NASDAQ
----------------------------------------------------------
Scientific Learning Corp. disclosed it received a letter from the
Listing Qualifications Department of the NASDAQ Stock Market
notifying Scientific Learning of its intent to delist the
Company's securities from the NASDAQ, effective at the opening of
business on Oct. 18, 2012.

In April, Scientific Learning announced that it received a letter
from NASDAQ stating that (i) the Company was no longer in
compliance with Marketplace Rule 5450(b) (2) (A), for the NASDAQ
Global Stock Market, which requires that the market value of the
Company's Common Stock be at least $50,000,000, and (ii) as
provided in the NASDAQ rules, the Company had 180 calendar days,
or until Oct 8, 2012, to regain compliance.  In order to regain
compliance in this period, the market value of the Company's
common stock would have had to have been $50,000,000 or more for a
minimum of 10 consecutive business days.

Scientific Learning has the right to appeal NASDAQ staff's
determination to suspend trading in its securities and its
delisting and deregistration from NASDAQ by submitting a hearing
request no later than 4:00 p.m. Eastern time on Oct. 16, 2012, but
does not expect to do so.

Effective Thursday, Oct. 18, 2012 the Company anticipates that its
common stock will trade under its current symbol, SCIL, on the OTC
Bulletin Board.

"While we are disappointed that we no longer meet the market
capitalization requirements to remain listed on NASDAQ, this
change in trading venue has no impact on our business.  We remain
focused on sales execution and aligning costs," said Bob Bowen,
Chairman and CEO.  "Our goal is to be cash flow positive from
operations in 2013."

             About Scientific Learning Corporation

Scientific Learning is an education company.  The Company
accelerates learning by applying proven research on how the brain
learns in online and on-premise software solutions.  The Company
provides its learning solutions primarily to United States K-12
schools in traditional brick-and-mortar, virtual or blended
learning settings and also to parents and learning centers, in
more than 40 countries around the world.  The Company's sales are
concentrated in K-12 schools in the U.S., which in during the year
ended December 31, 2011 were estimated to total over 116,000
schools serving approximately 55 million students in almost 14,000
school districts. During the year ended Dec. 31, 2011, the K-12
sector accounted for 87% of the sales of the Company.


SERVICEMASTER CO: Moody's Says Unit Pres. Resignation Credit Neg
----------------------------------------------------------------
Moody's Investors Service said the resignation of the president of
the TruGreen business of The ServiceMaster Company is a credit
negative, as it could indicate TruGreen's financial performance
may be weaker than Servicemaster's downwardly revised revenue and
EBITDA guidance issued in August. TruGreen generates just over
one-third of ServiceMaster's total revenue.

As reported by the Troubled Company Reporter-Europe on August 27,
2012, Moody's Investors Service upgraded the secured debt rating
on The ServiceMaster Company's senior secured bank credit facility
to Ba3 from B1. All other ratings were affirmed, including the B2
Corporate Family and Probability of Default, the B3 guaranteed
senior unsecured notes, Caa1 unguaranteed senior unsecured notes
and SGL-2 Speculative Grade Liquidity ratings. Moody's said the
ratings outlook is stable.

The ServiceMaster Company, based in Memphis, TN, is a national
provider of lawn care, termite and pest control, home service
contracts, cleaning and disaster restoration, house cleaning,
furniture repair and home inspection products and services through
company-owned operations and franchise licenses. Brands include:
TruGreen, Terminix, American Home Shield (AHS), ServiceMaster
Clean, Merry Maids, Furniture Medic and AmeriSpec.


SHEARER'S FOODS: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B2 Probability of default rating to Shearer's Foods, Inc. as
well as a B3 rating to its proposed new senior secured notes under
the company's proposed new capital structure. The ratings are
subject to completion of the sale and recapitalization.

Ratings Rationale

The rating action follows the company's announcement late
yesterday that Shearer's is pursuing a recapitalization in
conjunction with the company's sale to Wind Point Partners by its
original owners, Mistral Partners. If the proposed
recapitalization and sale occur as planned, Moody's will withdraw
Shearer's existing CFR, PDR and credit facility ratings (which are
currently on review for downgrade) following their full repayment,
concluding the review for downgrade initiated on June 7, 2012.

Shearer's new B2 corporate family rating recognizes the company's
improved liquidity under the new covenant lite structure. Moody's
expects debt to EBITDA (including Moody's accounting adjustments)
to be in the mid 5 times range at closing of the sale. Moody's
expects deleveraging to occur slowly, depending entirely on
earnings growth, since there is no debt amortization.

The ratings will continue to reflect the company's relatively
small scale, narrow focus on the salty snack sector, high leverage
and modest profitability margins as a result of the recently
completed expansion projects that have yet to generate improved
cash flows. The company's plans for ramped up capital spending in
2013 are necessary to fund growth, but will also keep leverage
high and delay recognition of any free cash flow.

Shearer's holds solid positions in private label and co-pack salty
snacks and has a small presence in branded snack foods. As the
largest producer of kettle chips in the country and one of the
largest producers of private label potato chips, Shearer's has
many opportunities for growth, and its customer base is expanding
although customer concentration is currently very high . While the
company enjoys growing diversity in its product offerings, it is
less diversified both geographically and in terms of product
categories than larger packaged food companies with which it
competes.

The stable rating outlook reflects Moody's expectation that
Shearer's will maintain or improve operating margins ,
conservatively manage its balance sheet and liquidity, and improve
cash generation. It also assumes the company will pursue a prudent
financial policy and refrain from large shareholder distributions
or acquisitions that erode credit protection measures.

A ratings upgrade is unlikely in the next 12-18 months. However,
an upgrade could be considered if Shearer's gains greater scale as
well as product and geographic diversity. In addition, an upgrade
would require that Shearer's generates sustained positive free
cash flows, improves profitability, and de-levers such that
debt/EBITDA were approaching 4 times. All ratios are calculated
using Moody's accounting adjustments.

The ratings could be downgraded if Shearer's is unable to improve
and sustain its operating performance on the back of the recent
expansion. Quantitatively, deterioration in cash flow and
profitability such that debt/EBITDA (calculated using Moody's
accounting adjustments) increases above 6 times would cause
ratings to be lowered. Aggressive shareholder returns and debt-
financed acquisitions would also lead to a downgrade.

The principal methodology used in rating Shearer's Foods, Inc. was
the Global Packaged Goods Industry Methodology published in July
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Massillon, Ohio, Chip Holdings, Inc. through its
operating subsidiary Shearer's Foods, Inc. produces, markets and
distributes high quality, co-pack, private label and branded snack
food products such as kettle chips, tortilla chips, potato chips,
rice crisps, pretzels, ready-to-eat popcorn and extruded cheese
snacks. The company's generated net sales of approximately $477
million for the last twelve months ending June 2012.


SIGNATURE STATION: Files for Chapter 11 in Atlanta
--------------------------------------------------
Signature Station, LP, filed a Chapter 11 petition (Bankr. N.D.
Ga. Case No. 12-75646) in Atlanta on Oct. 11, 2012.

The Debtor, a Single Asset Real Estate as defined in 11 U.S. Sec.
101(51B), owns and operates a 262-unit apartment complex known as
Alexander at Stonecrest located at 100 Leslie Oaks Drive, in
Lithonia, Georgia.  The property consists of 12 three-story
apartment buildings containing 276,740 square feet with a swimming
pool and sun deck, children's playground area, picnic area, and a
leasing office/clubhouse with exercise room.

The Debtor estimated $10 million to $50 million in total assets
and liabilities.

Howick, Westfall, McBryan & Kaplan, LLP, serves as counsel.

The Debtor has filed an expedited hearing on its motion to use
cash collateral and use existing bank accounts.


SIGNATURE STATION: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Signature Station, LP
        6470 East Johns Crossing, Suite 350
        Duluth, GA 30097

Bankruptcy Case No.: 12-75646

Chapter 11 Petition Date: October 11, 2012

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Louis G. McBryan, Esq.
                  HOWICK, WESTFALL, MCBRYAN & KAPLAN, LLP
                  One Tower Creek, Suite 600
                  3101 Tower Creek Parkway
                  Atlanta, GA 30339
                  Tel: (678) 384-7000
                  Fax: (678) 384-7034
                  E-mail: lmcbryan@hwmklaw.com

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

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

The petition was signed by Michael L. Smith, president of
Stonecrest Partners, Inc., sole general partner.

Debtor's List of Its Eight Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
RediFloors Atlanta                 Trade Debt               $2,216
1791 Williams Drive
Marietta, GA 30066

The Atlanta Apartment Magazine     Trade Debt                 $499
AMG Publishing, Inc.
885 Woodstock Road, Suite 430
Roswell, GA 30075

Network Communications, Inc.       Trade Debt                 $400
P.O. Box 935080
Atlanta, GA 31193

ProviDyn                           Trade Debt                 $394

Sherwin Williams Paint             Trade Debt                 $234

Windstream                         Trade Debt                 $208

PDQ Services                       Trade Debt                 $186

Rentbits.com, Inc.                 Trade Debt                 $100


SOLYNDRA LLC: U.S. Demands Tax Break Docs Before Key Hearing
------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that on the eve of a
pivotal hearing on Solyndra LLC's bankruptcy plan, the U.S.
government on Tuesday asked the court to force the defunct solar
company to turn over privileged documents concerning tax breaks
enjoyed by its private equity investors under the plan.

                        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.


SOUTHERN AIR: Hires Young Conaway as Attorneys
----------------------------------------------
Southern Air Holdings Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for permission to employ Young Conaway Stargatt &
Taylor, LLP, as attorneys.

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

The firm's rates are:

   Professional                         Rates
   ------------                         -----
   M. Blake Cleary                  $635.00 per hour
   Maris J. Kandestin               $390.00 per hour
   Jaime Luton Chapman              $355.00 per hour
   Travis G. Buchanan               $270.00 per hour
   Debbie Laskin (paralegal)        $230.00 per hour

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc., and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

In its petition, the Debtors estimated $100 million to $500
million in both assets and debts.  The petition was signed by Jon
E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.


SPORTSMAN'S WAREHOUSE: Moody's Rates $145MM Sr. Secured Loan 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Sportsman's
Warehouse, Inc. proposed $145 million senior secured term loan due
2018. Moody's also assigned B2 Corporate Family and Probability of
Default ratings to the company. The ratings outlook is stable.

Sportsman's intends to use proceeds from the proposed term loan to
fund an approximately $120 million dividend to its shareholders,
reduce a portion of the outstanding balance under its asset-based
revolving credit facility (not rated by Moody's), and pay fees and
expenses. The assigned ratings are based on terms and conditions
of the financing provided to Moody's, and are subject to review of
final documentation. This is a first-time rating on Sportsman's.

Ratings assigned:

  Corporate Family Rating at B2

  Probability of Default Rating at B2

  $145 million senior secured term loan due 2018 at B3 (LGD 4,
  58%)

Ratings Rationale

Sportsman's B2 corporate family rating is constrained by its
modest scale, narrow product focus and geographic concentration.
The company currently operates 33 stores in 17 states,
predominantly in the Western United States with a narrow focus on
sporting goods for the outdoor enthusiast. The rating is also
constrained by the high proposed debt and financial leverage, and
fairly aggressive nature of the transaction given the proposal to
raise debt by approximately $129 million to fund a distribution to
shareholders. The transaction will reduce financial flexibility at
a time when the company is poised for growth. Pro forma lease-
adjusted debt/EBITDA as of July 28, 2012 will approach 6.0 times,
with estimated year-end leverage falling below 5.5 times when
considering that revolver borrowing is seasonal. Pro forma
interest coverage is expected to be solid, at over 2.0 times.

Supporting the rating are Sportsman's credible market position in
the regions where it operates, and its established track record of
strong organic growth over the past 2.5 years, led by strong
positive same-store sales and new store openings. The rating is
also supported by solid fundamentals in the outdoor sporting goods
market, which is considered a relatively stable segment of the
specialty retail industry due to the increased participation rates
and recurring nature of many products. Liquidity is adequate,
supported by the expectation that cash flow and excess revolver
availability will be more than sufficient to fund seasonal working
capital and capital spending over the next 12 -- 18 months, with
excess used for debt reduction.

The stable outlook reflects Moody's expectation that Sportsman's
will achieve moderate revenue and earnings growth while utilizing
free cash flow to fund growth and to reduce debt and leverage.

The B3 rating assigned to the proposed term loan reflects the
overall probability of default rating of B2 and a loss given
default assessment of LGD4, 58%. The term loan will be secured by
a first lien on substantially all of the company's assets, except
inventory and credit card receivables, under which it will have a
second lien behind the revolving credit facility. The term loan
will be guaranteed by Sportsman's wholly owned domestic
subsidiaries.

Given Sportsman's very small scale, ratings upside is unlikely at
this time. However, the ratings could be upgraded if the company
demonstrates sustained organic revenue and earnings growth, while
sustaining debt/EBITDA below 4.5 times and EBITA/interest over 2.5
times.

The ratings could be downgraded if performance deteriorates such
that debt/EBITDA increases above 6.0 times or if EBITA/interest
expenses approaches 1.5 times. Erosion in the company's liquidity
(such as reduced cushion under financial covenants or weaker-than-
expected cash flow) or more aggressive financial policies (such as
debt-financed acquisitions or dividends) could also pressure the
ratings.

The principal methodology used in rating Sportsman's Warehouse 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 Midvale, UT, Sportsman's Warehouse, Inc. is a
retailer of outdoor sporting goods mainly located in the Western
United States. Revenue exceeded $420 million for the LTM period
ended July 28, 2012.


SPORTSMAN'S WAREHOUSE: S&P Assigns 'B' Corp. Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Midvale, Utah-based Sportsman's Warehouse Inc.
"In addition, we also assigned a 'B' corporate credit rating to
the holding company, Sportsman's Warehouse Holdings Inc. The
outlook is stable," S&P said.

"We also assigned a 'B' issue-level rating with a '3' recovery
rating to the company's proposed $145 million term loan B. The '3'
recovery rating indicates our expectation of meaningful (50% to
70%) recovery if a payment default occurs," S&P said.

"The company intends to use the term loan proceeds to partially
repay its existing revolving credit facility borrowings down to
about $20 million and issue a dividend of about $123 million to
majority equity holder, Seidler Equity Partners, and management,"
S&P said.

"The ratings on outdoor sporting goods retailer Sportsman's
Warehouse reflect Standard & Poor's view that the company has a
'weak' business risk profile and 'highly leveraged' financial risk
profile. The business risk profile incorporates its relatively
small, niche position in the highly competitive and fragmented
sporting goods and outdoor recreation industry. Additional factors
in our assessment of the company's business risk profile include
new store execution and a weak macroeconomic environment," S&P
said.

"The company faces strong competition from other outdoor
recreation retailers such as Bass Pro, Cabela's, discounters such
as Wal-Mart, and more traditional sporting goods retailers," said
Standard & Poor's credit analyst Kristina Koltunicki.

"Since the company emerged from bankruptcy in August 2009,
operating performance has improved. This is partially due to a
more stable economic environment coupled with management's more
disciplined approach to inventory management, cost-controls, and
store growth that has proven to be beneficial to the bottom line.
We expect performance growth over the next year to come from a
combination of same store sales and new store growth," S&P said.

"The stable outlook reflects our expectations that operating
results will improve over the next year due to continued positive
sales trends but that the company's credit protection measures
will remain indicative of a 'highly leveraged' financial risk
profile. We expect the company to grow its store base at a rather
fast growth rate over the next year, which should benefit
performance if the company can manage it well," S&P said.


SPRINT NEXTEL: SoftBank to Acquire 70% in Sprint for $20 Billion
----------------------------------------------------------------
SoftBank Corp. and Sprint Nextel Corporation have entered into a
series of definitive agreements under which SoftBank will invest
$20.1 billion in Sprint, consisting of $12.1 billion to be
distributed to Sprint stockholders and $8 billion of new capital
to strengthen Sprint's balance sheet.  Through this transaction,
approximately 55% of current Sprint shares will be exchanged for
$7.30 per share in cash, and the remaining shares will convert
into shares of a new publicly traded entity, New Sprint.
Following closing, SoftBank will own approximately 70% and Sprint
equity holders will own approximately 30% of the shares of New
Sprint on a fully-diluted basis.

SoftBank's cash contribution, deep expertise in the deployment of
next-generation wireless networks and track record of success in
taking share in mature markets from larger telecommunications
competitors are expected to create a stronger, more competitive
New Sprint that will deliver significant benefits to U.S.
consumers.  The transaction has been approved by the Boards of
Directors of both SoftBank and Sprint.  Completion of the
transaction is subject to Sprint stockholder approval, customary
regulatory approvals and the satisfaction or waiver of other
closing conditions.  The companies expect the closing of the
merger transaction to occur in mid-2013.

SoftBank Chairman and CEO, Masayoshi Son, said, "This transaction
provides an excellent opportunity for SoftBank to leverage its
expertise in smartphones and next-generation high speed networks,
including LTE, to drive the mobile internet revolution in one of
the world's largest markets.  As we have proven in Japan, we have
achieved a v-shaped earnings recovery in the acquired mobile
business and grown dramatically by introducing differentiated
products to an incumbent-led market.  Our track record of
innovation, combined with Sprint's strong brand and local
leadership, provides a constructive beginning toward creating a
more competitive American wireless market."

The SoftBank transaction is expected to deliver the following
benefits to Sprint and its stockholders:

   * Provides stockholders the ability to realize an attractive
     cash premium or to hold shares in a stronger, better
     capitalized Sprint

   * Provides Sprint with $8 billion of primary capital to enhance
     its mobile network and strengthen its balance sheet

   * Enables Sprint to benefit from SoftBank's global leadership
     in LTE network development and deployment

   * Improves operating scale

   * Creates opportunities for collaborative innovation in
     consumer services and applications

Sprint CEO, Dan Hesse, said, "This is a transformative transaction
for Sprint that creates immediate value for our stockholders,
while providing an opportunity to participate in the future growth
of a stronger, better capitalized Sprint going forward.  Our
management team is excited to work with SoftBank to learn from
their successful deployment of LTE in Japan as we build out our
advanced LTE network, improve the customer experience and continue
the turnaround of our operations."

Transaction Terms

   * SoftBank will form a new U.S. subsidiary, New Sprint, which
     will invest $3.1 billion in a newly-issued Sprint convertible
     senior bond following this announcement.  The convertible
     bond will have a 7-year term and 1.0% coupon rate, and will
     be convertible, subject to regulatory approval, into Sprint
     common stock at $5.25 per share.  Immediately prior to the
     merger, the bond will be converted into shares of Sprint,
     which will become a wholly-owned subsidiary of New Sprint.

   * Following Sprint stockholder and regulatory approval, and the
     satisfaction or waiver of the other closing conditions to the
     merger transaction, SoftBank will further capitalize New
     Sprint with an additional $17 billion and effect a merger
     transaction in which New Sprint will become a publicly-traded
     company and Sprint will survive as its wholly-owned
     subsidiary.  Of the $17 billion, $4.9 billion will be used to
     purchase newly issued common shares of New Sprint at $5.25
     per share.  The remaining $12.1 billion will be distributed
     to Sprint stockholders in exchange for approximately 55% of
     currently outstanding shares.  The other 45% of currently
     outstanding shares will convert into shares of New Sprint.
     SoftBank will also receive a warrant to purchase 55 million
     additional Sprint shares at an exercise price of $5.25 per
     share.

   * Pursuant to the merger, holders of outstanding shares of
     Sprint common stock will have the right to elect between
     receiving $7.30 per Sprint share or one share of New Sprint
     stock per Sprint share, subject to proration.  Holders of
     Sprint equity awards will receive equity awards in New
     Sprint.

   * Post-transaction, SoftBank will own approximately 70% and
     Sprint equity holders will own approximately 30% of New
     Sprint shares on a fully-diluted basis.

   * The transaction does not require Sprint to take any actions
     involving Clearwire Corporation other than those set forth in
     agreements Sprint has previously entered into with Clearwire
     and certain of its shareholders.

After closing, Sprint's headquarters will continue to be in
Overland Park, Kansas.  New Sprint will have a 10-member board of
directors, including at least three members of Sprint's board of
directors.  Mr. Hesse will continue as CEO of New Sprint and as a
board member.

The Raine Group LLC and Mizuho Securities Co., Ltd., acted as lead
financial advisors to SoftBank.  Mizuho Corporate Bank, Ltd.,
Sumitomo Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi
UFJ, Ltd. and Deutsche Bank AG, Tokyo Branch acted as mandated
lead arrangers to SoftBank.  Deutsche Bank also provided financial
advice to SoftBank in connection with this transaction.
SoftBank's legal advisors included Morrison & Foerster LLP as lead
counsel, Mori Hamada & Matsumoto as Japanese counsel, Dow Lohnes
PLLC as regulatory counsel, Potter Anderson Corroon LLP as
Delaware counsel, and Foulston & Siefkin LLP as Kansas counsel.

Citigroup Global Markets Inc., Rothschild Inc. and UBS Investment
Bank acted as co-lead financial advisors.  Skadden, Arps, Slate,
Meagher & Flom LLP acted as lead counsel to Sprint.  Lawler,
Metzger, Keeney and Logan served as regulatory counsel, and
Polsinelli Shughart PC served as Kansas counsel.

A copy of the Agreement and Plan of Merger is available at:

                        http://is.gd/7pxGFt

Additional information about the merger is available at:

                        http://is.gd/uqYFbz

                          About SoftBank

SoftBank was established in 1983 by its current Chairman & CEO
Masayoshi Son and has based its business growth on the Internet.
It is currently engaged in various businesses in the information
industry, including mobile communications, broadband services,
fixed-line telecommunications, and portal services.  In terms of
consolidated results for fiscal 2011, net sales increased 6.6%
year on year to JPY3.2 trillion, operating income increased 7.3%
to JPY675.2 billion, and net income rose 65.4% to JPY313.7
billion.

                       About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

The Company's balance sheet at June 30, 2012, showed $49.02
billion in total assets, $39.79 billion in total liabilities and
$9.22 billion in total shareholders' equity.

                           *     *     *

In August 2012, Moody's Investors Service Moody's Investors
Service confirmed Sprint Nextel's B1 corporate family rating (CFR)
and also assigned B3 ratings to its two proposed offerings of
Senior Unsecured Notes due 2020 and 2022.  The confirmation of the
CFR reflects the substantial progress the company has made towards
having a fully funded business plan and, as importantly, because
Moody's believes that the company's turnaround is gathering steam.

In the Oct. 16, 2012, edition of the TCR, Standard & Poor's
Ratings Services placed its 'B+' corporate credit rating, and all
other ratings, on Overland Park, Kan.-based wireless service
provider Sprint Nextel Corp. on CreditWatch with positive
implications.  The CreditWatch placement follows Sprint
Nextel's announcement that it is in talks with Japan's Softbank
Corp. (BBB/Stable/--), which is seeking to buy all or part of
Sprint Nextel.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


SPRINT NEXTEL: Fitch Puts Low-B Ratings on Notes on Watch Positive
------------------------------------------------------------------
Fitch Ratings has placed the following ratings for Sprint Nextel
Corporation (Sprint Nextel) and its subsidiaries on Rating Watch
Positive:

Sprint Nextel

  -- Issuer Default Rating (IDR) at 'B+';
  -- Senior unsecured credit facility at 'BB/RR2';
  -- Junior guaranteed unsecured notes at 'BB/RR2';
  -- Senior unsecured notes at 'B+/RR4'.

Sprint Capital Corporation

  -- IDR at 'B+';
  -- Senior unsecured notes at 'B+/RR4'.

Nextel Communications Inc.

  -- IDR at 'B+';
  -- Senior unsecured notes at 'B+/RR4'.

Sprint Nextel and Softbank Corp. reached a series of definitive
agreements under which Softbank will invest $20.1 billion
consisting of $12.1 billion to be distributed to Sprint Nextel
stockholders and $8 billion to Sprint Nextel.  Of Sprint Nextel's
cash distribution, Softbank will contribute $3.1 billion through a
newly issued seven-year term convertible bond by Sprint Nextel
following the merger announcement.  Immediately prior to the
merger assuming regulatory and shareholder approval, the bond will
be converted into shares of Sprint.  Post transaction, Softbank
will own approximately 70% of Sprint and Sprint equity holders
will own the remaining shares.  Closing of the transaction is
anticipated mid-2013.

The Rating Watch Positive reflects Fitch's belief that the
strategic agreement with Softbank including the $8 billion cash
infusion strengthens Sprint Nextel's financial and operating
profile longer-term.  With $8 billion in Softbank funding, Fitch
believes Sprint Nextel could advance or accelerate certain
strategic initiatives to improve its longer-term competitive
position.  Additional spectrum for Sprint Nextel's 4G network,
other consolidation opportunities and accelerating LTE build
outside of current plans could likely be a high priority.

Resolution of the Rating Watch is dependent upon several factors.
These would include fully assessing the degree of linkage with the
relationship between Softbank and Sprint Nextel for legal ties,
operational ties and strategic ties.  Fitch would monitor Sprint
Nextel's execution on stated network objectives and whether the
company demonstrated further operational and financial
improvements as expected.  Fitch would also review Sprint Nextel's
final capital structure and look for better clarity on planned
uses of the cash infusion.

Fitch now views Sprint Nextel's liquidity as strong.  In the past
year, Sprint Nextel has significantly fortified its liquidity
position and reduced medium-term refinancing.  With its past three
debt issuances and a vendor-financed secured credit agreement, the
company raised an additional $8 billion of financing.  During this
time, Sprint has also repaid $4.7 billion of maturing debt.  The
company's liquidity at the end of the second-quarter 2012 was
approximately $8 billion, including $6.8 billion in cash.  In
addition, up to $500 million is available through May 31, 2013
under the first tranche of the secured equipment credit facility.
The current liquidity (absent the Softbank cash infusion)
addressed Sprint Nextel's material cash requirements expected
through at least 2013, which could be in excess of $5 billion due
primarily to the network modernization project and iPhone rollout.

Sprint still has sizeable maturities during the next three years
totaling approximately $3.3 billion.  Maturities include
approximately $300 million in 2013, $1.4 billion in 2014, and $1.6
billion in 2015.  The new cash infusion gives Sprint Nextel
considerable flexibility whether the company will
opportunistically seek debt refinancing or repay maturities.
Sprint Nextel will also likely need to consider parameters for a
new facility by the end of 2012 or early 2013, given the October
2013 maturity.  Sprint was also considering parameters for $2
billion in additional vendor financing with its equipment
suppliers.  Given this new cash injection, additional uncertainty
exists whether Sprint Nextel would still raise additional
financing by this means.

Over 40% of the debt has change of control provisions.  The change
of control is triggered in the event when more than 50% of the
voting power of the company changes and a downgrade occurs to the
debt ratings.  Specifically, the debt at Nextel Communications
Inc. and Sprint Capital Corp. does not have change of control
provisions.

What Could Trigger A Rating Action

Negative: The ratings are on Rating Watch Positive.  As a result,
Fitch's sensitivities do not currently anticipate developments
with a material likelihood, individually or collectively, leading
to a rating downgrade.

Positive: The ratings are on Rating Watch Positive. Future
developments that may, individually or collectively lead to
positive rating action include:

  -- Expected completion of merger with the $8 billion cash
     injection;

  -- The degree of operational, strategic, and legal linkage
     between Softbank and Sprint Nextel. --Trends associated with
     operating performance for postpaid subscribers, churn, and
     ARPU;

  -- Final capital structure plans;

  -- Sprint Nextel's continued progress with network modernization
     plans including cost improvements and LTE network deployment.


SPRINT NEXTEL: S&P Keeps 'B+' CCR on Watch Pos Over Softbank Deal
-----------------------------------------------------------------
Standard & Poor's Ratings Services kept its 'BBB' long-term
corporate credit and senior unsecured debt ratings on Softbank
Corp. on CreditWatch with negative implications, following
the company's announcement that it will buy a 70% stake in U.S.-
based wireless service provider Sprint Nextel Corp. (B+/Watch
Pos/--) for $20.1 billion and make Sprint a consolidated
subsidiary, mostly likely in mid-2013. "The transaction, if it
proceeds as planned, is likely to materially weaken Softbank's
financial risk profile, in our view. We expect to resolve the
CreditWatch status when the transaction closes, which is most
likely to occur in mid-2013," S&P said.

Softbank will finance the $20.1 billion acquisition cost mostly
through debt funding. An $8 billion equity infusion from Softbank
to Sprint--which is part of the total acquisition cost--is likely
to cover Sprint's funding needs to enhance its network and to
partially refinance existing debt. Nevertheless, because the
capital infusion is debt financed by Softbank, the financial
burden on Softbank on a consolidated group basis will increase. In
addition, 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, in S&P's
view. Accordingly S&P expects the transaction will likely
materially undermine Softbank's "intermediate" financial risk
profile. At the moment, Sprint's financial risk profile is "highly
leveraged" and its liquidity is "less than adequate."

"Preliminarily, we do not believe a potential investment would
create meaningful synergies as the two companies operate in
different geographic markets. Challenges remain for Sprint under
Softbank ownership, given the highly competitive U.S. telecoms
market, which is dominated by two larger and more profitable
players, AT&T and Verizon Wireless. The business benefits of
the transaction would likely only occur over time, in terms of
cost savings on handsets and network equipment, and as a result of
greater financial flexibility allowing a consistently higher level
of investment in the business," S&P said.

"We expect to resolve the CreditWatch status when the transaction
closes, which is most likely to occur in mid-2013. However, we
would expect to provide more clarity on the ultimate ratings
outcome as the companies provide more information on financial
policy and strategic direction. At this stage, we think it is
likely that we will lower the corporate credit rating on Softbank
to the 'BB' category, given the weaker financial profile of the
combined entity and the degree of execution risk associated with
this transaction, as well as Softbank's aggressive growth
strategy. To resolve the CreditWatch, we will assess the
following: Sprint's position in Softbank's global strategy;
the integration and execution risks for the Softbank group
associated with entering the U.S. market; medium-term business
synergies from the merger for both companies; Sprint's funding
requirements; and Softbank's financial policy and its willingness
to provide extraordinary financial support to Sprint," S&P said.


STUYVESANT TOWN: Tenants Seek Bondholder Help in Speeding Sale
--------------------------------------------------------------
Kaitlin Ugolik at Bankruptcy Law360 reports that the tenants
association at Stuyvesant Town, New York City's biggest housing
complex, said Monday it would ask the development's creditors to
pressure special servicer CWCapital Asset Management LLC to give a
proposal from the group and Brookfield Asset Management Inc. fair
consideration.

CWCapital, which took control of the complex in 2010 it defaulted
on more than $4 billion in loans, has refused to negotiate with
the Stuyvesant Town-Peter Cooper Village Tenants Association since
it teamed up with Brookfield to propose a multibillion-dollar
deal, according to Bankruptcy Law360.

Stuyvesant Town-Peter Cooper Village comprises 56 multi-story
buildings, situated on 80 acres, and includes a total of 11,227
apartments.  The loan sponsors, Tishman Speyer Properties, LP and
BlackRock Realty, acquired the property with the intent of
converting rent-stabilized units to market rents as tenants
vacated the property; however, the conversion of units has since
been determined to be illegal by the New York State Court of
Appeals.  In addition to the $3 billion securitized balance,
there is an additional $1.5 billion of mezzanine debt held
outside the trust.  As reported by the TCR on January 26, 2010, a
group led by Tishman Speyer Properties has decided to give up the
Peter Cooper Village and Stuyvesant Town apartment complex in
Manhattan to its creditors.  The decision comes after the venture
between Tishman and BlackRock defaulted on the $4.4 billion debt
used to help finance the acquisition of those properties.


SUMMIT III: Authorized to Sell All Assets Via Credit Bid
--------------------------------------------------------
The Hon. Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia authorized Summit III LLC to
sell all of its assets in Sawmill Village to Mountaintop
Development, LLC.

Pursuant to the asset purchase agreement, Mountaintop Development
agreed to purchase the development, zoning of land, marketing and
sale of lots and pads, and other real estate activities in Sawmill
Village, Snowshoe Mountain, West Virginia.  The aggregate purchase
price for the acquired assets will be a credit bid against the
secured claims of Suntrust Bank and Citizens Bank, which claims
have been purchased by the purchaser, well as the purchaser's own
secured claim, and $17,760 in cash.

Summit IV has conveyed by quitclaim deed of all its real property
in Sawmill Village to the seller.

The Debtor, in its motion, related that that it filed a sale and
procedures motion after extensive negotiations and discussions
with SunTrust Bank, Citizens Bank of West Virginia, and the
Official Committee of Unsecured Creditors.

The secured creditors each have consented to allow their
collateral to be sold, subject to their right to credit bid during
the sale process as it relates to their respective collateral, and
to object to the proposed sale price if any secured creditor so
chooses.

The proceeds of the sale transaction will be distributed as:
first, to the cost of deed stamps or transfer taxes assessed in
connection with the conveyance of the Summit III property; second,
to any delinquent real estate taxes on the Summit III property;
third, to the cost of recording any lien releases in connection
with the Trust Deeds or other liens or encumbrances on the Summit
III Property; fourth, to the payment of marketing expenses of SSH
not to exceed $3,000, plus the payment of the success fee under
the consultant agreement, or any credit bid fee by one of the
secured lenders in the amount of $14,760; fifth, by credit bid by
Mountaintop against (i) the SunTrust Claim to the extent of its
allowed claim and (ii) the Citizens Claim to the extent of its
allowed claim and Mountaintop subordinate secured claim.

                         About Summit III

Summit III LLC, based in Snowshoe, West Virginia, filed for
bankruptcy (Bankr. N.D. W.Va. Case No. 11-01448) on Aug. 11, 2011.
Judge Patrick M. Flatley presides over the case.  Steven L.
Thomas, Esq., at Kay, Casto & Chaney, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $12,655,700 in assets
and $13,050,884 in liabilities as of the Chapter 11 case.  The
petition was signed by Samuel M. Levin, Summit III's
manager.


SUMMIT ACADEMY: S&P Lowers Rating on Series 2005 Bonds to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services has lowered to 'BB' from 'BB+'
and placed on CreditWatch with negative implications the long-term
rating on Summit Academy (SA), Mich.'s series 2005 public school
academy revenue and refunding bonds. "The rating reflects our
view of the Oct. 12, 2012 notice filed by Central Michigan
University (CMU) of its intent to revoke SA's charter due to a
failure to submit educational service provider (ESP) amendments
and to comply with ESP policies and contract reporting
requirements, as well as a violation of Michigan conflicts of
interest statute. CMU has also filed a notice of intent to revoke
the charter of Summit Academy North, SA's sister school, for the
same reasons. The schools share the same management team but have
separate charters and maintain independent boards of directors,"
S&P said.

"According to the notice of intent and SA's charter contract, this
filing sets in motion a revocation process that allows the
school's board the option to respond in writing to the alleged
grounds for revocation within 30 days, including a description of
the board's plan and time line for correcting the noncompliance.
Within 15 days of receiving the school board's response or after a
meeting with the school's board, CMU will review the response and
determine whether a reasonable plan for correcting the
deficiencies can be formulated. According to SA's administrators,
the school is responding with an action plan, which it expects to
present to CMU within the next few weeks. Standard & Poor's
expects to receive timely disclosure from the school's officials
to enable a comprehensive review of its action plan, the outcome
of CMU's decision, and consequent impacts to the credit profile.
Standard & Poor's will complete a full review of the outstanding
'BB' rating within the next 90 days," S&P said.

"The rating action to downgrade the school to 'BB' reflects our
opinion of the potential impact this recent development may have
on the school's management, operations, and enrollment levels,
which could pressure debt service coverage, especially given the
school's limited demand and operational flexibility," said
Standard & Poor's credit analyst Avani Parikh.

"Currently, the school's financial profile remains adequate in our
view, with consistent, but small operating surpluses in each of
the past three fiscal years; maximum annual debt service coverage
above 1x; and a weak, but adequate, liquidity position. The school
has also experienced recent enrollment growth and stabilizing
student retention although the demand profile remains limited
given the competitive landscape and SA's lack of a waiting list,"
S&P said.

Summit Academy is a public charter school located in Flat Rock,
Mich., approximately 25 miles southwest of downtown Detroit.


SUMMIT ACADEMY NORTH: S&P Cuts Rating on Revenue Bonds to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services has lowered to 'BB' from 'BB+'
and placed on CreditWatch with negative implications the long-term
rating on Summit Academy North (SAN), Mich.'s series 2011 and
series 2005 public school academy revenue and refunding bonds.
"The rating reflects our view of the Oct. 12, 2012 notice filed by
Central Michigan University (CMU) of its intent to revoke SA's
charter due to a failure to submit educational service provider
(ESP) amendments and to comply with ESP policies and contract
reporting requirements, as well as a violation of Michigan
conflicts of interest statute. CMU has also filed a notice of
intent to revoke the charter of Summit Academy, SAN's sister
school, for the same reasons. The schools share the same
management team, but have separate charters and maintain
independent boards of directors," S&P said.

"According to the notice of intent and SAN's charter contract,
this filing sets in motion a revocation process that allows the
school's board the option to respond in writing to the alleged
grounds for revocation within 30 days, including a description of
the board's plan and time line for correcting the noncompliance.
Within 15 days of receiving the school board's response or after a
meeting with the school's board, CMU will review the response and
determine whether a reasonable plan for correcting the
deficiencies can be formulated. According to SAN's administrators,
the school is responding with an action plan, which it expects to
present to CMU within the next few weeks. Standard & Poor's
expects to receive timely disclosure from the school's officials
to enable a comprehensive review of its action plan, the outcome
of CMU's decision, and consequent impacts to the credit profile.
Standard & Poor's will complete a full review of the outstanding
'BB' rating within the next 90 days," S&P said.

"The rating action to downgrade the school to 'BB' reflects our
opinion of the potential impact this recent development may have
on the school's management, operations, and enrollment levels,
which could pressure debt service coverage, especially given the
school's limited demand and operational flexibility," said
Standard & Poor's credit analyst Avani Parikh.

"Currently the school's financial profile remains adequate, with
operating surpluses in each of the past three fiscal years;
maximum annual debt service coverage above 1x; a high debt burden;
and a weak, but adequate, liquidity position. The school has also
experienced recent enrollment growth and stabilizing student
retention although demand flexibility remains limited given SAN's
short waiting list," S&P said.

"Initially chartered in 1998 by Oakland University with a transfer
of authorizer to CMU in 2004, SAN has two facilities in Wayne
County, in suburban Detroit, and currently serves close to 2,000
students in grades kindergarten through 12," S&P said.


TECHNEST HOLDINGS: Incurs $2 Million Net Loss in Fiscal 2012
------------------------------------------------------------
AccelPath, Inc., formerly known as Technest Holdings Inc., filed
with the U.S. Securities and Exchange Commission its annual report
on Form 10-K disclosing a net loss of $2.05 million on $594,328 of
revenue for the year ended June 30, 2012, compared with a net loss
of $2.93 million on $449,937 of revenue during the prior fiscal
year.

The Company's balance sheet at June 30, 2012, showed $763,125 in
total assets, $2.54 million in total liabilities and a
$1.78 million total stockholders' deficit.

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

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

                        http://is.gd/2zl0aD

                      About Technest Holdings

Bethesda, Md.-based Technest Holdings, Inc., has two primary
businesses: AccelPath, which is in the business of enabling
pathology diagnostics and Technest, which is in the business of
the design, research and development, integration, sales and
support of three-dimensional imaging devices and systems.


TELETOUCH COMMUNICATIONS: Incurs $208,000 Loss in Aug. 31 Quarter
-----------------------------------------------------------------
Teletouch Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $208,000 on $5.22 million of total operating
revenues for the three months ended Aug. 31, 2012, compared with a
net loss of $772,000 on $7.48 million of total operating revenues
for the same period during the prior year.

The Company's balance sheet at Aug. 31, 2012, showed $11.88
million in total assets, $18.21 million in total liabilities and a
$6.33 million total shareholders' deficit.

"The Company's plan is to enhance and expand its wholesale
distribution business to improve profitability of the Company and
believes that securing a variety of key supplier relationships
over the past several months, including the agreement with TCT
Mobile Multinational, Limited to sell and distribute their Alcatel
One Touch branded cellular phones and Unimax Communications, Inc.
to sell and distribute their UMX branded cellular handsets.  In
addition, the hiring of key personnel with experience in large
scale cellular equipment distribution in the first quarter of
fiscal 2013 is providing a solid foundation upon which to expand
the Company's wholesale business.  However, to be successful, the
Company must solve its current liquidity issues and secure a new
lender that is capable of providing the necessary continuing
financing to fund this growth.  No assurance can be provided the
Company will be able to increase sales or margins in its wholesale
business as a result of any of the distribution agreements it has
secured even if the appropriate working capital is made available
to the Company.  Nor can there be any assurance provided that the
wholesale business units can be grown quickly enough to provide
sufficient earnings to offset the expected loss of earnings from
the cellular business.  Therefore, with new financing in place,
the Company will be prepared to continue to reduce costs to the
levels necessary to meet its financial obligations as they come
due.  Without new financing, the Company cannot meet its current
financial obligations."  As a result, there exists substantial
doubt about the Company's ability to continue as a going concern.

BDO USA, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statement for the year
ended May 31, 2012.  The independent auditors noted that the
Company has increasing working capital deficits, significant
current debt service obligations, a net capital deficiency along
with current and predicted net operating losses and negative cash
flows which raise substantial doubt about its ability to continue
as a going concern.

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

                        http://is.gd/sehZpN

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.


TEN SAINTS: Wants Plan Solicitation Exclusivity Until Jan. 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing on Nov. 7, 2012, at 9:30 a.m., to consider Ten Saints
LLC's request for a third exclusivity extension.  The Debtor is
seeking an extension of its exclusive period to secure acceptance
of its Amended Plan of Reorganization until Jan. 31, 2013.

The moderate complexity factor is overshadowed by the fact that
Debtor has filed its Plan and Disclosure Statement and Debtor
merely seeks an additional extension of the exclusivity period so
that this Court may rule on the confirmation of the Plan without
Debtor bearing the burden, in terms of both cost and expense, to
respond to a possible competing plan.

As reported in the Troubled Company Reporter on June 8, 2012, on
Oct. 25, 2011, the Debtor and the official committee of unsecured
creditors appointed in the case filed a Plan of Reorganization and
Disclosure Statement.  The Court has not yet set a confirmation
hearing date.  Rather, the Stay Relief Motion and the Debtor's
request for approval of the Disclosure Statement are currently
under submission.  Following the rulings on the Stay Relief Motion
and the Disclosure Statement Motion, it is anticipated that a
confirmation hearing will be scheduled.

As the Debtor has filed its Plan and a plan confirmation hearing
will be set following rulings on the Stay Relief Motion and
Disclosure Statement Motion, the Debtor said it is certainly
expeditiously proceeding in good faith toward confirmation of its
Plan.  Further, to the extent that the Plan is not confirmed,
Debtor anticipates that only minor amendments would be necessary,
which minor amendments could be quickly confirmed.

                      About Horizon Village

Horizon Village Square LLC (Bankr. D. Nev. Case No. 11-21034) owns
the Vons-anchored Horizon Village Square Shopping Center near
I-515 and Horizon Drive in Henderson.  The property includes five
retail buildings with nearly 43,000 square feet of space.

Ten Saints LLC (Bankr. D. Nev. Case No. 11-21028) owns the 134-
room Hampton Inn & Suites at St. Rose Parkway and Seven Hills
Drive in Henderson.

Beltway One Development Group LLC (Bankr. D. Nev. Case No. 11-
21026) owns the Desert Canyon Business Park at Russell Road and
the Las Vegas Beltway. It has two buildings and 15 acres.

Nigro HQ LLC (Bankr. D. Nev. Case No. 11-21014) owns an office
building at 9115 W. Russell Road occupied by Bank of George,
Infinity Plus LLC and Nigro Construction Inc.

Todd Nigro said the four bankruptcies were caused by threatened
foreclosures -- typically related to Wells Fargo Bank demanding
payments to keep loan-to-value ratios at specified levels.

Judge Mike K. Nakagawa presides over the cases.  Lawyers at Gordon
Silver serve as the Debtors' bankruptcy counsel.  The bankruptcy
petitions estimated assets and debts from $1 million to $10
million each for Nigro HQ; and from $10 million to $50 million in
both assets and debts for Horizon Village, Ten Saints and Beltway
One.  The cases are not jointly administered.

A fifth related business, Russell Boulder LLC, filed for
bankruptcy (Bankr. D. Nev. Case No. 10-29724) on Oct. 19, 2010.
It owns the 600-suite Siena Suites extended stay property at
Boulder Highway and Russell Road.

Edward M. Zachary, Esq., at Bryan Cave LLP, in Bryan Cave LLP, in
Phoenix, Ariz., and Robert M. Charles, Jr., Esq., at Lewis and
Roca LLP, in Los Vegas, Nev., represent Wells Fargo Bank, N.A., as
counsel.


TERM CITY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Term City Furniture & Appliances, Inc.
        2255 Lamar Avenue
        Memphis, TN 38114

Bankruptcy Case No.: 12-30960

Chapter 11 Petition Date: October 11, 2012

Court: U.S. Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: Steven N. Douglass, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  2700 One Commerce Square
                  Memphis, TN 38103
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  E-mail: snd@harrisshelton.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/tnwb12-30960.pdf

The petition was signed by Donald R. Holmes, president.


THERMOENERGY CORP: Has $700,000 Credit Facility with C13 Thermo
---------------------------------------------------------------
ThermoEnergy Corporation and its subsidiaries, CASTion Corporation
and ThermoEnergy Power Systems, LLC, entered into a Loan Agreement
with C13 Thermo LLC pursuant to which the Lender established a
credit facility allowing the Company to borrow up to $700,000 to
finance the fabrication and testing of an Ammonia Reduction
Process system utilizing our proprietary technology.  The Company
may draw against the Credit Facility from time to time to pay
expenses incurred under the budget for the Project.  As evidence
of the Company's obligation to repay all amounts that may be
borrowed under the Credit Facility, on Oct. 4, 2012, the Company
and its subsidiaries that are parties to the Loan Agreement issued
to the Lender a promissory note in the principal amount of
$700,000.

Amounts borrowed under the Credit Facility will not bear interest
(except in the case of an event of default, in which case all
amounts borrowed, together with all fees, expenses and other
amounts due, will bear interest at the default rate of 8% per
annum).  Upon maturity of the Note, the Company will be charged a
commitment fee equal to 10% of the aggregate principal amount
borrowed under the Credit Facility.

The Credit Facility expires, and all amounts due under the Note,
together with all commitment fees incurred under the Loan
Agreement, will become due and payable, on the earlier of (i)
March 4, 2013, or (ii) the date on which the Company first draw
against an irrevocable documentary letter of credit that has been
issued for the Company's benefit in connection with the Project.
The Company may repay the Note in whole or in part at any time
without premium or penalty.

In connection with the Loan Agreement, on Oct. 4, 2012, the
Company and its subsidiaries that are parties thereto, entered
into a Pledge and Security Agreement with the Lender pursuant to
which they granted to the Lender a first-priority security
interest in substantially all of their assets as security for the
prompt and complete payment and performance of all of their
obligations under the Loan Agreement, the Note and the Security
Agreement.

A copy of the Loan Agreement is available for free at:

                        http://is.gd/NjpCtZ

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

After auditing the 2011 results, Grant Thornton LLP, in Boston,
Massachusetts, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company incurred a net loss for the year ended
Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $3,387,000 and its
total liabilities exceeded its total assets by $4,603,000.

The Company reported a net loss of $17.38 million in 2011,
compared with a net loss of $14.85 million during the prior year.

The Company's balance sheet at June 30, 2012, showed $4.22 million
in total assets, $11.78 million in total liabilities and a $7.56
million total stockholders' deficiency.


TITAN PHARMACEUTICALS: Novartis Stops Development of iloperidone
----------------------------------------------------------------
Titan Pharmaceuticals Inc. was notified on Oct. 8, 2012, by
Novartis Pharma AG that Novartis has decided to cease further
development of the long-acting injectable, or depot, formulation
of iloperidone.  Novartis will continue to commercialize Fanapt,
the oral formulation of iloperidone, in the U.S. and under the
terms of the Company's Sublicense Agreement with Novartis dated
Nov. 20, 1997, Novartis is obligated to pay royalties to Titan on
net sales of all formulations of iloperidone for the life of the
applicable patents.

As reported on Nov. 15, 2011, Titan sold substantially all of the
Company's remaining future royalties on the sales of Fanapt to
Deerfield Management Company, L.P., and certain investment funds
managed by Deerfield, and accordingly the future royalty payments
owed to Titan by Novartis will continue to be transmitted to
Deerfield upon receipt from Novartis per the terms of the
agreement.

                    About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals, Inc.,
is a biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

Following the 2011 results, OUM & Co. LLP, in San Francisco,
California, expressed substantial doubt about Titan
Pharmaceuticals' ability to continue as a going concern.  The
independent auditors noted that the Company's cash resources will
not be sufficient to sustain its operations through 2012 without
additional financing, and that the Company also has suffered
recurring operating losses and negative cash flows from
operations.

Titan Pharmaceuticals' balance sheet at June 30, 2012, showed
$10.05 million in total assets, $33.04 million in total
liabilities and a $22.99 million total stockholders' deficit.


TRACY BROADCASTING: 10th Cir. Rules on Lien on FCC License
----------------------------------------------------------
Does a creditor with a security interest in the general
intangibles (and their proceeds) of a federally licensed
broadcasting company have a priority over unsecured creditors in
the proceeds of the sale of the license after the company declares
bankruptcy?  The bankruptcy court and the district court held that
it did not.  The United States Court of Appeals for the Tenth
Circuit, however, disagrees. The appellate court says federal law
permits a licensee to grant a security interest in the economic
value of its license, and Nebraska law recognizes that a security
interest in the proceeds of a license sale attaches when the
licensee enters into the security agreement, regardless of whether
a sale is contemplated at that time.

Tracy Broadcasting is a Nebraska corporation that operated an FM
radio station in Wyoming under a license issued by the Federal
Communications Commission.  On May 5, 2008, Tracy Broadcasting
executed a promissory note for a $1,596,100 loan from Valley Bank
& Trust Company.  The note was secured by an agreement dated Dec.
13, 2007, which granted Valley Bank a security interest in various
assets, including Tracy Broadcasting's general intangibles and
their proceeds.

On Jan. 23, 2009, Spectrum Scan, LLC obtained a $1,400,000
judgment in Nebraska federal court against Tracy Broadcasting.
Seven months later, Tracy Broadcasting filed a petition under
Chapter 11 in Colorado bankruptcy court.  It listed assets of
$1,223,242.00 and liabilities of $3,045,417.60.  The two primary
creditors of Tracy Broadcasting were Valley Bank and Spectrum
Scan, which was unsecured. The most valuable asset listed was the
broadcasting license, with an estimated worth of $950,000. The
schedules state that the "proceeds" of the license are "secured to
Valley Bank." No agreement for sale or transfer of the license was
pending at the time (nor does it appear that it was transferred
before the bankruptcy court's decision in this case).

Spectrum Scan brought an adversary action to determine the extent
of Valley Bank's security interest. The bankruptcy court ruled
that Valley Bank had no priority in the proceeds of the sale of
Tracy Broadcasting's license. The United States District Court for
the District of Colorado affirmed.

The Tenth Circuit reversed the judgment of the District Court with
directions to remand this matter to the bankruptcy court for
further proceedings consistent with the appellate court's opinion.

The case before the appeals court is, VALLEY BANK AND TRUST
COMPANY, Appellant, v. SPECTRUM SCAN, LLC; JOLI A. LOFSTEDT,
Chapter 11 Trustee, Appellees, No. 11-1453 (10th Cir.).  A copy of
the Tenth Circuit's Oct. 16 decision is available at
http://is.gd/fXyHK5from Leagle.com.

Tracy Broadcasting Corporation, based in Brighton, Colo., sought
Chapter 11 protection (Bankr. D. Colo. Case No. 09-27059) on
Aug. 19, 2009, and is represented by Cynthia T. Kennedy, Esq., at
Kennedy Law Firm in Lafayette, Colo.  At the time of the filing,
the Debtor estimated its assets and debts at less than
$10 million.  On Feb. 16, 2010, the Bankruptcy Court entered an
order appointing Joli A. Lofstedt as Chapter 11 trustee of the
Debtor's estate.


TRANS-LUX CORP: A Warrants Exercise Period Extended to Nov. 14
--------------------------------------------------------------
The Board of Directors of Trans-Lux Corporation unconditionally
extended the exercise period of the Company's outstanding A
Warrants by 90 days.  The exercise period under the A Warrants was
previously set to expire on Nov. 14, 2012.  Holders of the A
Warrants may now exercise their rights thereunder through Feb. 12,
2013.  The Board of Directors provided for this extension because
the Company's Registration Statement relating in part to the
resale of the common shares underlying the A Warrants has not yet
been declared effective by the Securities and Exchange Commission.

As part of the Company's restructuring plan, on Nov. 14, 2011, the
Company completed the sale of an aggregate of $8.3 million of
securities consisting of 416,500 shares of the Company's Series A
Convertible Preferred Stock, par value $0.001 per share having a
stated value of $20.00 per share and convertible into 50 shares of
the Company's Common Stock, par value $0.001 per share (or an
aggregate of 20,825,000 shares of Common Stock) and 4,165,000 one-
year warrants.  These securities were issued at a purchase price
of $20,000 per unit.  Each Unit consists of 1,000 shares of
Preferred Stock, which have subsequently converted into 50,000
shares of Common Stock and 10,000 A Warrants.  Each A Warrant
entitles the holder to purchase one share of the Company's Common
Stock and a three-year warrant, at an exercise price of $0.20 per
share.  Each B Warrant will entitle the holder to purchase one
share of the Company's Common Stock at an exercise price of $0.50
per share.

Effective Oct. 5, 2012, Ms. Angela D. Toppi resigned from her
positions as Executive Vice President, Chief Financial Officer and
Assistant Secretary of the Company.

Effective Oct. 8, 2012, Mr. Sami Sassoun was elected by the
Company's Board of Directors to serve as the Company's Senior Vice
President and Chief Financial Officer.  Mr. Sassoun, 45,
previously served as a Managing Director of YesCFO LLC from 2010
to 2012, a firm providing interim CFO services.  Prior to that,
Mr. Sassoun served as the Chief Financial Officer of Pro-Fruit
Marketing Inc. from 2008 to 2010, an importer and wholesaler of
fresh fruit.  Mr. Sassoun also served as the Chief Financial
Officer of Prestige Window Fashions from 2001 to 2008, a
manufacturer of custom made window treatments.  Mr. Sassoun
obtained his Certified Public Accountant certificate in 1992 and
holds a B.S. in accounting from Rutgers University.  Currently,
Mr. Sassoun will receive compensation of $150,000 per annum and it
is anticipated that Mr. Sassoun will receive equity compensation
as determined by the Compensation Committee of the Board of
Directors of the Company.

                     About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$26.72 million in total assets, $24.45 million in total
liabilities, $6.13 million in redeemable convertible preferred
stock, and a $3.86 million total stockholders' deficit.


TRANSDIGM INC: Fitch Rates $550MM Senior Subordinated Notes 'B'
---------------------------------------------------------------
Fitch Ratings has assigned a 'B-/RR5' rating to $550 million of
senior subordinated notes due 2020 issued by TransDigm, Inc.
(TDI), an indirect subsidiary of TransDigm Group Inc. (NYSE: TDG).
Fitch Ratings also assigns an 'BB/RR1' rating to $150 million of
senior secured term loans, which is an add-on to the company's
existing term loans.  Approximately $4.3 billion of outstanding
debt is covered by Fitch's ratings.

The company expects to use the majority of the proceeds from the
issued debt to fund a $450 million to $850 million special
dividend to its shareholders, make cash dividend equivalent
payments under its stock option plans, and for general corporate
purposes.  Following the debt issuance, Fitch estimates TDG's
leverage increased to approximately 5.9 times (x) from
approximately 4.9x as of June 30, 2012.  The increased leverage is
in line with the company's historic leverage which typically
fluctuates between approximately 4.5x and 6.0x, occasionally
reaching higher than 7.0x.

TDG's ratings are supported by the company's strong free cash flow
(FCF: cash from operations less capital expenditures and
dividends), good liquidity, and financial flexibility which
includes a favorable debt maturity schedule.

TDG benefits from high profit margins and low capital
expenditures, diversification of its portfolio of products which
support a variety of commercial and military platforms/programs, a
large percentage of sales from a relatively stable aftermarket
business, its role as a sole source provider for the majority of
its sales, and management's history of successful acquisitions and
subsequent integration.  Fitch also notes that TDG does not have
material pension liabilities and has no other post-employment
benefit (OPEB) obligations.

Fitch's concerns include the company's high leverage, its long-
term cash deployment strategy which focuses on acquisitions, and
weak collateral support for the secured bank facility in terms of
asset coverage.  Additionally, Fitch is concerned with the risks
to core defense spending after fiscal 2012; however, this risk is
mitigated by TDG's relatively low exposure to the defense budget
and by a highly diversified and program-agnostic product
portfolio.

Fitch notes that TDG is exposed to the cyclicality of the
aerospace industry, as it reported several quarters of organic
sales declines during fiscal 2009 and 2010 driven by lower demand
for aftermarket parts and by production cuts by commercial
original equipment manufacturers (OEMs).  While market cyclicality
is somewhat mitigated by growth from acquisitions, high margins
and sales diversification to the defense sector, the expected
decline in defense spending coupled with a possible downturn may
result in lower FCF.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  The
expected recovery for bank-debt holders remains 'RR1', indicating
recovery of 91% - 100%.  The senior subordinated notes are 'RR5'
which reflects an expectation of recovery in the 11% - 30% range.

At the end of fiscal 2011, TDG's leverage was approximately 5.6x,
up from 5.0x at the end of fiscal 2010.  TDG's leverage increased
significantly following the acquisition of McKechnie Aerospace
Holdings Inc. (MAH) at the beginning of fiscal 2011, reaching
above 7.0x immediately after the MAH acquisition.  The company's
leverage receded to approximately 4.9x as of June 30, 2012.  As of
June 30, 2012 TDG had debt of $3.6 billion, up from $3.1 billion
at Sept. 30, 2011.  TDG's leverage is somewhat high for the
rating; however, it is mitigated by strong margins and positive
FCF generation.  Fitch projects TDG's leverage to fluctuate
between the historic range of 4.5x to 6.0x.

At June, 30, 2012, TDG's liquidity consisted of $303 million in
cash and $303 million available under its revolver ($610 million
less $7 million in letters of credit), partially offset by $20.5
million in current amortization payments under the $2.05 million
term loan.  Year-over-year, TDG's liquidity decreased by $180
million, mostly due to a decline in cash which was used to make
several acquisitions during fiscal 2012.  TDG does not have major
maturities until 2017.  Fitch expects TDG to maintain a solid
liquidity position in fiscal 2012 and 2013.

Excluding a special dividend paid to shareholders in 2010, TDG
generated nearly $200 million annual FCF over the past four years.
In fiscal 2011, FCF totaled $239 million, up from negative $220
million in fiscal 2010.  The negative FCF in 2010 was primarily
due to the large one-time dividend payment.  For the last twelve
months ended June 30, 2012, TDG generated $349 million FCF.  Solid
positive FCF generation is aided by typically low capital spending
and high margins.  Capital expenditures tend to be less than 2% of
sales per year.

In 2011, TDG generated approximately $272 million in cash by
divesting two businesses. Fitch does not expect significant cash
generation via divestitures going forward.  Fitch expects TDG to
generate more than $300 million of FCF in 2012 (excluding recently
announced one time dividend).  Projected cash flows should be
sufficient to fund day-to-day operations while allowing the
company the flexibility to pursue modest future acquisitions.

Acquisitions are the main focus of TDG's cash deployment strategy.
In fiscal 2012, TDG made three acquisitions totaling approximately
$868 million compared $1.7 billion spend on acquisitions in 2011.
Historically, TDG had not paid regular annual dividends to its
shareholders and had not engaged in significant share repurchases,
though TDG's board authorized a $100 million share repurchase
program on Aug. 22, 2011.  Fitch expects TDG's cash deployment to
maintain focus on acquisitions and special dividends if the
company does not find suitable acquisition targets.

TDG is exposed to three business sectors: commercial airplane
original equipment (OE), commercial aftermarket, and defense (both
original equipment and aftermarket).  TDG's sales growth rate
during the latest economic downturn was primarily driven by
acquisitions and the stability of defense spending which
significantly moderated year-over-year organic sales declines in
commercial OE and aftermarket sales.

Fitch considers the conditions within the industry to be
supportive of the rating.  Commercial aerospace markets have
improved over the past year with increased production by major OE
manufacturers and strong aftermarket activity.  The industry's
long-term health is supported by a growing global demand for air
travel, and increasing demand for fuel-efficient and lighter
weight modern planes.  TDG has a niche position in the market
because of the proprietary nature of many of the company's
products and as a result, has the ability to charge high margins.

Approximately 25% of TDG's revenues are derived from the defense
industry. U.S. defense spending has been on an upward trend for
more than a decade, but the fiscal 2012 and fiscal 2013 budgets
represent a turning point, with spending beginning to turn down in
fiscal 2013, even excluding war spending, albeit from very high
levels.  The fiscal 2012 DoD base budget is up less than 1%
compared to fiscal 2011, and the requested base budget for fiscal
2013 is down 1% to $525 billion.  Fiscal 2013 Modernization
Spending (procurement plus research and development [R&D]), the
most relevant part of the budget for defense contractors, is down
4%, the third consecutive annual decline by Fitch's calculations.

The overhang of potential automatic cuts beginning in early 2013
related to the 'sequestration' situation, as well as the
presidential election, add to the uncertainty faced by defense
contractors in the current environment.  The U.S. defense outlook
will be uncertain and volatile over the next one to two years, and
program details will be needed to evaluate the full effect on
TDG's credit profile.

On Sept. 14, 2012, the Office of Management and Budget issued a
Sequestration Transparency Act report detailing the potential
impact of sequestration on funding reductions for both defense and
nondefense budget accounts.  The report assessed that unless the
sequestration law is changed, the DoD budget will be cut by
approximately $52 billion in FY2013.  Budget cuts to Modernization
Spending would be expected to account for approximately $23
billion or nearly 44% of the cuts despite comprising only 29% of
the total DoD budget.  The majority of the remaining cuts will be
in the Operations and Maintenance account.  Should sequestration
occur the cuts in Modernization Spending could be partly mitigated
by low outlay rates during the first year for the majority of
Procurement and R&D programs.

Fitch would not expect sequestration-driven DoD spending declines
alone to lead to negative rating actions for TDG.  The company has
a relatively limited exposure to DoD spending and it is mitigated
by good liquidity and the diversification of its product line.

FUTURE RATING ACTIONS

Fitch is unlikely to consider a positive rating action in the near
future given TDG's current leverage and the increase of its senior
secured and senior subordinated debt.  A negative rating action
may be considered should TDG complete another acquisition financed
by debt or should there be an unexpected downturn in the aerospace
industry which could have a significant impact on TDG's financial
results.

Fitch Rates TDG and TDI as follows:

TDG:

  -- Long-term IDR 'B'.

TDI:

  -- IDR at 'B';
  -- Senior secured revolving credit facility 'BB/RR1';
  -- Senior secured term loan 'BB/RR1';
  -- Senior subordinated notes 'B-/RR5'.


TRANSUNION HOLDING: Moody's Rates $400MM Sr. Unsecured Notes Caa1
-----------------------------------------------------------------
Moody's Investor Service assigned a Caa1 rating to TransUnion
Holding Company, Inc.'s (TransUnion) proposed $400 million of
senior unsecured PIK toggle notes due 2018. Concurrently, the
rating on operating company TransUnion LLC's senior unsecured
notes was raised to B2 from B3. All other ratings were affirmed,
including the B2 Corporate Family Rating ("CFR"). The ratings
outlook is stable.

Proceeds from the notes will be used to pay a one-time dividend to
financial sponsors Advent International and GS Capital Partners,
and to pay fees and expenses.

Rating (and LGD assessment) assigned to TransUnion Holding
Company, Inc.:

- Proposed $400 million of senior unsecured PIK toggle notes due
   2018, Caa1 (LGD5, 85%)

Rating (and LGD assessment) upgraded at TransUnion LLC:

- $645 million 11 3/8% senior unsecured notes due 2018, to B2
   (LGD4, 53%) from B3 (LGD4, 64%)

Moody's affirmed the following ratings (and Loss Given Default
assessment) at TransUnion Holding Company, Inc.:

- Corporate Family Rating, B2

- Probability of Default Rating, B2

- Speculative Grade Liquidity Rating, SGL-2

- $600 million 9 5/8% senior unsecured PIK toggle notes due
   2018, Caa1 (to LGD5, 85% from LGD6, 90%)

Ratings (and LGD assessments) affirmed at TransUnion LLC:

- $25 million senior secured revolver due 2015, Ba2 (LGD2, to
   15% from 19%)

- $30 million senior secured revolver due 2016, Ba2 (LGD2, to
   15% from 19%)

- $155 million senior secured revolver due 2017, Ba2 (LGD2, to
   15% from 19%)

- $936 (originally $950) million senior secured term loan B due
   2018, Ba2 (LGD2, to 15% from 19%)

The ratings are contingent upon closing of the proposed
transaction and Moody's review of final documentation.

Ratings Rationale

The B2 CFR reflects TransUnion's good liquidity profile, high
profit margins, and sustainable market position as one of the
three principal players in the global consumer credit bureau
industry. Financial service customers' focus on risk management,
and regulatory requirements to obtain credit reports in certain
situations, support demand for TransUnion's products. In the near-
term, Moody's expects positive trends in average daily credit
report volumes and consumer subscription rates to continue, driven
by higher volumes of mortgage refinancing, automobile loans and
credit card originations.

"The $400 million debt-financed dividend raises financial leverage
(total debt / EBITDA) by approximately one turn" stated Moody's
analyst Suzanne Wingo, "while the incremental interest burden
reduces TransUnion's financial flexibility". Nonetheless, Moody's
expects TransUnion to generate at least $75 million of free cash
flow over the next year. Excess cash will likely be used for
product investments and acquisitions, rather than debt reduction.
As such, Moody's expects financial leverage to remain above 6
times for the next 12-18 months.

The stable outlook reflects Moody's expectation that revenue and
EBITDA will grow modestly over the next 12-18 months, in line with
GDP projections in the regions in which TransUnion operates. The
ratings could be upgraded if the company successfully executes its
growth strategy while reducing debt / EBITDA to below 5 times and
increasing free cash flow to debt to above 5% on a sustained
basis. Conversely, the ratings could be downgraded if the company
loses market share, experiences a deterioration in margins or
liquidity, or incurs incremental debt such that financial leverage
is sustained above 6.5 times.

TransUnion is a leading provider of information and risk
management solutions to businesses across multiple industries, and
to individual consumers. In the twelve months ended June 30, 2012,
revenues approximated $1.1 billion.

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


TRIDENT MICROSYSTEMS: Files Ch. 11 Plan to Divvy Up $79MM in Cash
-----------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that Trident Microsystems
Inc. submitted a Chapter 11 plan and disclosure statement Monday
designed to distribute the approximately $79 million in cash
remaining from the sale of its assets, a liquidation the
semiconductor maker says is supported by all major constituencies.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Pachulski Stang Ziehl & Jones LLP represents the Official
Committee of Unsecured Creditors.  The Committee tapped to retain
Fenwick & West LLP as its special tax and claims counsel, Imperial
Capital, LLC, as its investment banker and financial advisor.

Dewey & Leboeuf as represents the statutory committee of equity
security holders.  The statutory committee tapped to retain
Campbells as Cayman Islands counsel, and Quinn Emanuel Urquhart &
Sullivan, LLP as its conflicts counsel.


TRI-VALLEY: Lease Owner Files Lawsuit Ahead of Auction
------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that the
owner of a land parcel where Tri-Valley Corp. drills for oil filed
a lawsuit against the oil- and gas-exploration company, asking the
court to terminate the lease agreement because of Tri-Valley's
alleged violations.

                       About Tri-Valley Corp.

Tri-Valley Corporation (OTQCB: TVLY) --
http://www.tri-valleycorp.com/-- explores for and produces oil
and natural gas in California and has two exploration-stage gold
properties in Alaska.

Tri-Valley and three affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 12-12291) on Aug. 7 with
funding from lenders that require a prompt sale of the business.

K&L Gates LLP serves as bankruptcy counsel.  Attorneys at Landis
Rath & Cobb LLP serve as Delaware and conflicts counsel.  The
Debtors have tapped Epiq Bankruptcy Solutions, LLC, as claims
agent.

The Debtor disclosed assets of $17.6 million and liabilities
totaling $14.1 million.  Former Chairman G. Thomas Gamble, who is
financing the bankruptcy case, is owed $7.2 million on several
secured notes.  There is an unsecured note for $528,000 and
$9.4 million in unsecured debt owing to suppliers.

The Debtor is contemplating a quick sale of the assets.  Bids are
due by Oct. 10 or Oct 17, depending on which package of assets a
bidder hopes to buy.  A hearing to approve the sales is set for
Dec. 6.


UNITED AMERICAN: Bravos & Associates Raises Going Concern Doubt
---------------------------------------------------------------
United American Healthcare Corporation filed on Oct. 11, 2012, its
annual report on Form 10-K for the fiscal year ended June 30,
2012.

Bravos & Associates, CPA's, in Bloomingdale, Illinois, expressed
substantial doubt about United American's ability to continue as
a going concern.  The independent auditors noted that the Company
incurred a net loss from continuing operations of $1.9 million
during the year ended June 30, 2012, and, as of that date, had a
working capital deficiency of $10.2 million.

The Company reported a net loss of $1.9 million on $6.8 million of
revenue in fiscal 2012, compared with a net loss of $7.1 million
on $8.4 million of revenue in fiscal 2011.

The Company's balance sheet at June 30, 2012, showed $15.6 million
in total assets, $13.1 million in total liabilities, and
stockholders' equity of $2.5 million.

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

Chicago-based United American Healthcare Corporation, through its
wholly owned subsidiary Pulse Systems, LLC, is a provider of
contract manufacturing services to the medical device industry.

Located in located in Concord, Calif., Pulse has developed an
expertise in laser-based metal fabrication services, supplying
precision components to customers developing products for use in a
wide range of medical specialties, including cardiology,
neurology, orthopedics, gynecology, ophthalmology and urology.
For the twelve months ended June 30, 2012, approximately 61% of
Pulse's total revenue was related to products with cardiovascular
applications.  Components produced by Pulse Systems are used in
medical device applications such as cardiovascular stents, heart
valve replacements, arterial wound closures, spinal repairs,
breast biopsies and brain aneurysm repairs.


VIASPACE INC: Signs Employment Agreements with CEO and CFO
----------------------------------------------------------
Viaspace Inc. entered into employment agreements with Dr. Carl
Kukkonen, chief executive officer, and Mr. Stephen Muzi, chief
financial officer.  The Agreements are effective for the period
from Oct. 1, 2012, through Sept. 30, 2013.  Dr. Kukkonen will be
paid $160,000 annually and Mr. Muzi will be paid $60,000 annually.

On Oct. 10, 2012, Dr. Kukkonen, Mr. Muzi and Director Ms. Angelina
Galiteva agreed not to sell, contract to sell, pledge or otherwise
dispose of their securities from Oct. 11, 2012, forward through
March 31, 2013.

Copies of the Employment Agreements are available at:

                        http://is.gd/KAzfSv
                        http://is.gd/2sXPOr

                        About VIASPACE Inc.

Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources.  Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.

Viaspace reported a net loss of $668,000 on $588,000 of total
revenues for the three months ended March 31, 2012.  The Company
reported a net loss of $9.36 million in 2011, compared with a net
loss of $2.96 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$9.82 million in total assets, $7.32 million in total liabilities
and $2.50 million in total equity.

                           Going Concern

The Company has incurred significant losses from operations,
resulting in an accumulated deficit of $43,650,000.  The Company
expects those losses to continue.  In addition, the Company has
limited working capital and based on current cash flows does not
have sufficient funds to pay the May 14, 2012, installment due on
the note to Changs LLC.  These raises substantial doubt about the
Company's ability to continue as a going concern.

After auditing the financial results for the year ended Dec. 31,
2011, Hein & Associates LLP, in Irvine, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that he Company has
incurred significant losses from operations, resulting in an
accumulated deficit of $43.05 million.  The Company expects those
losses to continue.  In addition, the Company has limited working
capital and based on current cash flows does not have sufficient
funds to pay the May 2012 instalment due on the note to Changs
LLC.


VINTAGE BUSINESS PARK I: Case Summary & Creditors List
------------------------------------------------------
Debtor: Vintage Business Park I, LLC, an Alaska limited liability
        company
        P.O. Box 34139
        Juneau, AK 99803-4139

Bankruptcy Case No.: 12-00609

Chapter 11 Petition Date: October 11, 2012

Court: U.S. Bankruptcy Court
       District of Alaska (Juneau)

Debtor's Counsel: Cabot C. Christianson, Esq.
                  CHRISTIANSON & SPRAKER
                  911 W. 8th Avenue, Suite #201
                  Anchorage, AK 99501
                  Tel: (907) 258-6016
                  Fax: (907) 258-2026
                  E-mail: ecf@cslawyers.net

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

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

The petitions were signed by William J. Bauer, member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Vintage Business Park II, LLC         12-00611            10/11/12
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

A copy of Vintage Business Park I's list of its 12 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/akb12-00609.pdf

A copy of Vintage Business Park II's list of its 15 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/akb12-00611.pdf


VITRO SAB: Appeals Court Affirms Dismissal of Suit vs. Creditors
----------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that a New York state
appeals court on Tuesday affirmed the dismissal of Vitro SAB de
CV's suit accusing Aurelius Capital Management LP and other
bondholders, who hold $1.2 billion of Vitro's debt, of breach of
contract by divulging confidential information on the eve of the
bankrupt Mexican glassmaker's restructuring.

Vitro, which ran into trouble after it defaulted on the debt, has
accused bondholders of trying to torpedo its then-proposed
restructuring plan and exchange offer with an October 2010 press
release that allegedly disclosed Vitro's confidential information,
according to Bankruptcy Law360.

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  The judge ruled that
the Mexican reorganization was "manifestly contrary" to U.S.
public policy because it bars the bondholders from holding Vitro
operating subsidiaries liable to pay on their guarantees of the
bonds.  The Mexican plan reduced the debt of subsidiaries on $1.2
billion in defaulted bonds even though they weren't in bankruptcy
in any country.


VIVARO CORP: U.S. Trustee Appoints 5-Member Creditors Committee
---------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors in the
Chapter 11 cases of Vivaro Corp. and its affiliates.

The Creditors Committee members are:

     (1) Sprint International
         Attn: Juliette Morrow Campbell
         10002 Park Meadows Drive
         Lone Tree, CO 80124
         Tel: (720) 206-3689

     (2) Wind Telecom
         Attn: Damian Baez
         27 de febrero e Isabel Aguiar
         Herrera, Santo Domingo
         Dominican Republic
         Tel: +(829) 946-3038

     (3) D'exposito & Partners, LLC
         Attn: John J. Ross
         875 Avenue of the Americas, 25th floor
         New York, NY 10001
         Tel: (646) 747-8805

     (4) Angel Telecom AG
         Attn: Nikolaos Karatzas
         Blegistrasse 11a
         CH-6340, Baar
         Switzerland
         Tel: +41-41-767-41-00

     (5) Digicel
         Attn: Conor Clarke
         The Dyoll Building
         40 Knotsford Blvd.
         Kingston, Jamaica
         Tel: +1(876) 470-9258

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                         About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.


VIVARO CORP: Hires Marotta Gund as Crisis Managers
--------------------------------------------------
Vivaro Corporation and its affiliates ask the U.S. Bankruptcy
Court for permission to:

     (1) employ Marotta Gund Budd & Dzera, LLC, to perform crisis
         management services; and

     (2) designate:

         * Philip J. Gund as chief restructuring officer for the
           Debtors,

         * B. Lee Fletcher as acting chief financial officer, and

         * Lyle Potash as assistant restructuring officer.

Philip J. Gund attests that it is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

The firm will, among other things:

   a. supervise management in organizing the Debtors' resources
      and activities so as to effectively and efficiently plan,
      coordinate and manage the chapter 11 process and communicate
      with customers, carriers, lenders, suppliers, employees,
      shareholders and other parties in interest.

   b. supervise management in designing and implementing programs
      to manage or divest assets, improve operations, reduce costs
      and restructure as necessary with the objective of
      rehabilitating the business; and

   C. interfacing with official committees, other constituencies
      and their professionals, including the preparation of
      financial and operating information required by such parties
      and/or the Bankruptcy Court.

MGBD's fee structure consists of a fixed monthly fee of $225,000.

The Debtors paid MGBD an advance of $350,000.  For work performed
prepetition MGBD incurred $337,167 in fees and $10,530 of
expenses, for a total of $347,698.  Therefore, the Debtors do not
owe MGBD any amount for services performed or expenses incurred
prior to the Petition Date, and, thus, MGBD is not a prepetition
creditor of the Debtors.

                      About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

A five-member official committee of unsecured creditors has been
appointed in the case.


VIVARO CORP: Hires Garden City Group as Claims and Noticing Agent
-----------------------------------------------------------------
Vivaro Corporation and its affiliates ask the U.S. Bankruptcy
Court for permission to employ GCG, Inc., as claims and noticing
agent.

The firm will, among other things:

  (a) prepare and serve required notices and documents in the
      Chapter 11 Cases in accordance with the Bankruptcy Code and
      the Federal Rules of Bankruptcy Procedure in the form and
      manner directed by the Debtors and/or the Court, including:

        (i) notice of the commencement of the Chapter 11 Cases and
            the initial meeting of creditors under 11 U.S.C. Sec.
            341(a),

       (ii) notice of any claims bar date,

      (iii) notices of transfers of claims,

       (iv) notices of objections to claims and objections to
            transfers of claims,

        (v) notices of any hearings on a disclosure statement and
            confirmation of the Debtors' plan or plans of
            reorganization, including under Bankruptcy Rule
            3017(d),

       (vi) notice of the effective date of any plan and (vii) all
            other notices, orders, pleadings, publications and
            other documents as the Debtors or Court may deem
            necessary or appropriate for an orderly administration
            of the Chapter 11 cases;

  (b) maintain an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs,
      listing the Debtors' known creditors and the amounts owed
      thereto; and

  (c) maintain (i) a list of all potential creditors, equity
      holders and other parties-in-interest; and (ii) a "core"
      mailing list consisting of all parties described in sections
      2002(i), (j) and (k) and those parties that have filed a
      notice of appearance pursuant to Bankruptcy Rule 9010;
      update said lists and make said lists available upon request
      by a party- in- interest or the Clerk.

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

                         About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

A five-member official committee of unsecured creditors has been
appointed in the case.


VIVARO CORP: Hires Herrick Feinstein as Bankruptcy Counsel
----------------------------------------------------------
Vivaro Corporation and its affiliates ask the U.S. Bankruptcy
Court for permission to employ Herrick, Feinstein LLP as principal
bankruptcy counsel.

Herrick Feinstein's John R. Goldman attests that the law firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The firm's hourly rates range from:

     -- $990 to $495 for members and counsel,
     -- $580 to $290 for associates, and
     -- $355 to $180 for legal assistants.

The firm will charge the Debtors for all other services provided
and for other charges and disbursements incurred in the rendition
of services.

                         About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

A five-member official committee of unsecured creditors has been
appointed in the case.


VOLKWAGEN-SPRINGFIELD: Wants Name Changed to VWS Liquidation
-----------------------------------------------------------
Volkswagen-Springfield, Inc., asks the U.S. Bankruptcy Court for
the Eastern District of Virginia to approve the change of
corporate name from Volkswagen-Springfield, Inc., to VWS
Liquidation, Inc., and revise the case caption in the proceedings,
pursuant to the Court approved asset purchase agreement dated
June 11, 2012, as amended.

The Court approved the sale of substantially all of the Debtor's
assets to Sheehy Auto Stores, Inc.  The closing on the sale to
Sheehy occurred on Aug. 23, 2012.

The Debtor relates that upon approval of the motion, the Debtor
will file Articles of Amendment with the Virginia State
Corporation Commission effecting the name change.

                   About Volkswagen-Springfield

Springfield, Virginia-based Volkswagen-Springfield, Inc., filed a
Chapter 11 petition (Bankr. E.D. Va. Case No. 12-12905) in
Alexandria on May 7, 2012.  The Debtor operates one of the largest
Volkswagen franchised dealerships in the Mid-Atlantic region.  The
Debtor estimated assets and debts of $10 million to $50 million as
of the Chapter 11 filing.

Judge Robert G. Mayer oversees the case.  The Debtor is
represented by Dylan G. Trache, Esq., and John T. Farnum, Esq., at
Wiley Rein LLP, in McLean, Virginia.  Marcher Consultants, Inc.,
serves as its financial consultant.

Pursuant to recent default notices, Branch Banking and Trust
Company has asserted that it is owed $19.6 million.  Jonathan L.
Hauser, Esq., at Troutman Sanders LLP, represents BB&T.

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4 appointed
Todd Ruback as consumer privacy ombudsman.  No creditors'
committee has been appointed in the case.


WAGNER SQUARE: Irwin Pl Raij Approved to Negotiate Penalty Amount
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Drew M. Dillworth, Chapter 11 trustee for Wagner Square
I, LLC, to employ Irwin Pl Raij, Esq. and Foley & Lardner LLP as
special counsel on a special fee arrangement for the purpose of
negotiating a reduction in the amount of the penalty that is
required to be paid to HUD upon the Closing of the real property.

Subject to the Court's approval,  special counsel will be paid (a)
a flat fee of $12,000 for its services, plus (b) reimbursement of
actual and necessary out-of-pocket expenses, regardless of the
outcome of its services, i.e., even if Special Counsel is not
successful in having the Penalty reduced, it will still be paid
the $12,000 flat fee.

                        About Wagner Square

Debra Sinkle Kolsky Trust filed an involuntary petition against
Wagner Square I, LLC, (Bankr. S.D. Fla. Case No. 12-24697) on
June 15, 2012.  In the involuntary petition, the Petitioning
Creditor indicated that there was a bankruptcy case (No. 12-20659-
LMI) filed on April 30, 2012, against Wagner Square, LLC, an
affiliate of the Debtor, pending before Judge Isicoff.

The Debtor privately sold certain real property to the United
States of America Veterans' Administration for a total purchase
price of $7.2 million.


WAGNER SQUARE: Soneet Kapila Okayed for Accounting Services
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Drew M. Dillworth, Chapter 11 trustee for Wagner Square
I, LLC, to employ Soneet R. Kapila, CPA, as accountant.

Mr. Kapila will assist trustee Dillworth in connection with
general accounting services and preparation of federal estate tax
returns, if required.

To the best of the trustee's knowledge, Mr. Kapila does not hold
or represent any interest adverse to the estate.

                        About Wagner Square

Debra Sinkle Kolsky Trust filed an involuntary petition against
Wagner Square I, LLC, (Bankr. S.D. Fla. Case No. 12-24697) on
June 15, 2012.  In the involuntary petition, the petitioning
creditor indicated that there was a bankruptcy case (No. 12-20659-
LMI) filed on April 30, 2012, against Wagner Square, LLC, an
affiliate of the Debtor, pending before Judge Isicoff.




WARNER MUSIC: To Host Prospective Lenders' Meeting
--------------------------------------------------
Warner Music Group Corp. said it intends to host a prospective
lenders' meeting today to discuss a potential senior secured bank
financing transaction.

                    Releases Preliminary Results

The Company disclosed preliminary estimated financial information
for the three months ended Sept. 30, 2012, based on currently
available information.

For the three months ended Sept. 30, 2012, Warner Music's
consolidated revenue is estimated to have been in a range of
approximately $721 million to $741 million, compared to $719
million for the combined three months ended Sept. 30, 2011.  Of
this amount, the Company estimates revenue of its Recorded Music
business, prior to intersegment eliminations, to have been in a
range of approximately $598 million to $614 million, compared to
$583 million for the combined three months ended Sept. 30, 2011,
and revenue of the Company's Music Publishing business, prior to
intersegment eliminations, to have been in a range of
approximately $130 million to $134 million, compared to $141
million for the combined three months ended Sept. 30, 2011.

OIBDA for Warner Music is estimated to have been in a range of
approximately $100 million to $110 million, compared to $41
million for the combined three months ended Sept. 30, 2011.
Warner Music's Covenant EBITDA is estimated to have been in a
range of approximately $460 million to $470 million for the fiscal
year ended Sept. 30, 2012.

The Company also estimates its cash and cash equivalents as of
Sept. 30, 2012, to have been approximately $300 million, which
amount does not reflect the Company's payment of interest of
approximately $54 million on Oct. 1, 2012.

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

                       http://is.gd/WOXINj

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

The Company reported a net loss of $60 million on $1.40 billion of
revenue for the six months ended March 31, 2012.  The Company
reported a net loss of $206 million on $2.86 billion of revenue
for the combined 12 months ended Sept. 30, 2011, following a net
loss of $145 million on $2.98 billion of revenue for the fiscal
year ended Sept. 30, 2010.

The Company's balance sheet at June 30, 2012, showed $5.16 billion
in total assets, $4.20 billion in total liabilities and $961
million in total equity.


WESTERN ARIZONA: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Western Arizona Radiology PC
        dba NW Tucson Advanced Imaging
            Scottsdale Advanced Imaging
        9522 East San Salividor Drive, Suite 150
        Scottsdale, AZ 85258-000

Bankruptcy Case No.: 12-22377

Chapter 11 Petition Date: October 11, 2012

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Redfield T. Baum, Sr.

Debtor's Counsel: John F. Goodson, Esq.
                  GOODSON, MANLEY, FORAKIS, PLC
                  340 East Palm Lane, Suite 300
                  Phoenix, AZ 85004
                  Tel: (602) 252-5110
                  Fax: (602) 257-1883
                  E-mail: ldlaw@ldlawaz.com

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

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 James Collins, MD, president and sole
director.


WESTLB AG: Prudential's Suit Over $200M Ethanol Plant Sales Pared
-----------------------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that Judge Charles E.
Ramos on Friday granted Prudential Insurance Co. of America and
others summary judgment on their conversion claim against a former
ethanol plant operator, but not against financing agent WestLB AG
which they say shortchanged their share of a $200 million post-
bankruptcy sale.

                        About WestLB AG

Headquartered in Duesseldorf, Germany, WestLB AG (DAX:WESTLB)
-- http://www.westlb.com/-- provides financial advisory,
lending, structured finance, project finance, capital markets and
private equity products, asset management, transaction services
and real estate finance to institutions.  In the United States,
certain securities, trading, brokerage and advisory services are
provided by WestLB AG's wholly owned subsidiary WestLB Securities
Inc., a registered broker-dealer and member of the NASD and SIPC.
WestLB's shareholders are the two savings banks associations in
NRW (25.15% each), two regional associations (0.52% each), the
state of NRW (17.47%) and NRW.BANK (31.18%), which is owned by
NRW (64.7%) and two regional associations (35.3%).


WESTERLY HOSPITAL: Interim Chief Executive Officer Leaves Post
--------------------------------------------------------------
The Westerly Sun reports that Jeanne LaChance, the interim chief
executive officer at The Westerly Hospital, will leave the
institution where she has worked for more than eight years at the
conclusion of her work day.

LaChance's departure was announced in a memorandum sent by Mark
Russo, the court-appointed lawyer overseeing the hospital's
receivership, to hospital employees and medical staff, according
top the report.

As reported in the Troubled Company Reporter on Oct. 3, 2012,
TheDay.com said that the Rhode Island Department of Health has
agreed to give expedited review to Lawrence & Memorial Hospital's
application to purchase The Westerly Hospital.  Attorney Mark
Russo, the court-appointed special master in The Westerly Hospital
receivership case said this is the first time an expedited
procedure has been granted by Rhode Island hospital regulators
under the state's Hospital Conversion Act, according to the
report.


WYLDFIRE ENERGY: Riggs Energy Wants Ch. 11 Trustee to Take Over
---------------------------------------------------------------
Carlton "Bubba" Riggs and Riggs Energy, Inc., ask the U.S.
Bankruptcy Court to direct the appointment of a Chapter 11 trustee
for Wyldfire Energy, Inc.

Prepetition, the Riggs Parties filed a lawsuit in Texas state
court in connection with partnership affairs with the Debtor and
its principals, Tamara Ford and Tim Ford.  The court announced its
finding that the Riggs Parties were entitled to a cash award of
more than $5 million.  A final judgment against the Debtor and the
Fords, jointly and severally, was imminent after the parties
entered into a written Settlement Agreement, after the state court
conducted a three-day hearing on entry of judgment on that
Agreement, after an arbitrator rendered a decision finding that
the Agreement required the Debtor and the Fords to be jointly and
personally liable under the judgment, and after the court
announced its finding that the Riggs Parties were entitled to a
cash award of more than $5 million.

At that point, according to the Riggs Parties, the Fords threw
Wyldfire into bankruptcy as a litigation tactic, hoping to avoid
their joint and personal liability under the Settlement Agreement
and the resulting non-appealable findings by the judge and the
arbitrator.  At this same time, the Fords began transferring
assets out of their name in an effort to protect, hide, and
conceal them from execution of the imminent non-appealable
judgment in favor of the Riggs Parties.

According to the Riggs Parties, appointing a Chapter 11 trustee
for Wyldfire is the only way to ensure that Wyldfire's bankruptcy
will be conducted in the best interest of its creditors, as
opposed to the conflicting best interests of Tim Ford and Tamara
Ford personally.  The Fords are responsible for initiating
Wildfire's bankruptcy, and for exposing Wyldfire to additional
damages as a result of their withdrawal of consent to the written
Settlement Agreement in Frio County litigation, entitling Riggs
not only to the cash award exceeding $5 million, and one-half of
all partnership assets -- in which the Debtor listed its 50%
interest be valued at approximately $33 million, the other 50% of
which ownership interest would be owed to the Riggs Parties -- but
now as a result of the Fords causing Wyldfire to withdraw its
consent to the written Settlement Agreement, Wyldfire's estate is
subject to a 40% award of attorney fees pursuant to Tex. Civ.
Prac. & Rem. Code Sec. 38.001(8).

                       About Wyldfire Energy

Palo Pinto, Texas-based Wyldfire Energy, Inc., filed a bare-bones
Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-70239) in
Wichita Falls, Texas, on June 20, 2012.  Tamara Ford, a 100%
stockholder, signed the Chapter 11 petition.  Judge Harlin DeWayne
Hale oversees the case.  The Law Offices of Ronald L. Yandell,
Esq., serves as the Debtor's counsel.


YORKVILLE ADVISORS: SEC Charges Hedge Fund Adviser With Fraud
-------------------------------------------------------------
Securities and Exchange Commission on Wednesday charged a former
$1 billion hedge fund advisory firm and two executives with
scheming to overvalue assets under management and exaggerate the
reported returns of hedge funds they managed in order to hide
losses and increase the fees collected from investors.

The SEC alleges that New Jersey-based Yorkville Advisors LLC,
founder and president Mark Angelo, and chief financial officer
Edward Schinik enticed pension funds and other investors to invest
in their hedge funds by falsely portraying Yorkville as a firm
that managed a highly collateralized investment portfolio and
employed a robust valuation procedure. They misrepresented the
safety and liquidity of the investments made by the hedge funds,
and charged excessive fees to the funds based on the fraudulently
inflated values of the investments.

This is the seventh case arising from the SEC's Aberrational
Performance Inquiry, an initiative by the Enforcement Division's
Asset Management Unit that uses proprietary risk analytics to
identify hedge funds with suspicious returns. Performance that is
flagged as inconsistent with a fund's investment strategy or other
benchmarks forms a basis for further investigation and scrutiny.

"The analytics put Yorkville front and center on our radar
screen," said Bruce Karpati, Chief of the SEC Enforcement
Division's Asset Management Unit.  "When we looked further we
found lies to investors and the firm's auditors as well as a
scheme to inflate fees by grossly overvaluing fund assets. We will
continue to pursue hedge fund managers whose success is based on
fiction rather than fact."

According to the SEC's complaint filed in U.S. District Court for
the Southern District of New York, Yorkville, Angelo, and Schinik
defrauded investors in the YA Global Investments (U.S.) LP and YA
Offshore Global Investments Ltd hedge funds.

The SEC alleges that Yorkville and the two executives:

     -- Failed to adhere to Yorkville's stated valuation policies.

     -- Ignored negative information about certain investments by
        the funds.

     -- Withheld adverse information about fund investments from
        Yorkville's auditor, which enabled Yorkville to carry some
        of its largest investments at inflated values.

     -- Misled investors about the liquidity of the funds,
        collateral underlying the investments, and Yorkville's use
        of a third-party valuation firm.

The SEC alleges that by fraudulently making Yorkville's funds more
attractive to potential investors, Angelo and Schinik enticed more
than $280 million in investments from pension funds and funds of
funds. This enabled Yorkville to charge the funds at least $10
million in excess fees based on the inflated values of Yorkville's
assets under management.

The SEC's complaint charges Yorkville with violating Section 17(a)
of the Securities Act of 1933, Section 10(b) of the Securities
Exchange Act of 1934, and Rule 10b-5. Yorkville also is charged
with violating Sections 206(1), (2) and (4) of the Investment
Advisers Act of 1940 and Rule 206(4)-8. Angelo is charged with
violating Section 17(a) of the Securities Act, Section 10(b) of
the Exchange Act and Rule 10b-5, and Sections 206(1), (2) and (4)
of the Advisers Act and Rule 206(4)-8. He also is charged with
aiding and abetting Yorkville's violations of the Exchange Act and
Advisers Act. Schinik is charged with violating Section 17(a) of
the Securities Act and Section 10(b) of the Exchange Act and Rule
10b-5, and with aiding and abetting Yorkville's violations of the
Exchange Act and Advisers Act.

The SEC's Aberrational Performance Inquiry is a joint effort among
staff in its Division of Enforcement, Office of Compliance,
Inspections and Examinations, and Division of Risk, Strategy and
Financial Innovation. The SEC's investigation was conducted by
Stephen B. Holden, Brian Fitzpatrick, and Kenneth Gottlieb with
the support of Frank Milewski under the supervision of Valerie A.
Szczepanik and Ken Joseph. The SEC's litigation is being led by
Todd Brody.


Z TRIM HOLDINGS: Edward Smith Discloses 72.4% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Edward B. Smith, III, and his affiliates
disclosed that, as of Oct. 5, 2012, they beneficially own   
31,859,570 shares of common stock of Z Trim Holdings, Inc.,
representing 72.4% of the shares outstanding.  Mr. Smith
previously reported beneficial ownership of 31,559,669 common
shares as of Aug. 1, 2012.  A copy of the filing is available for
free at http://is.gd/PWEsOH

                           About Z Trim

Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems.  Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories.  Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.

M&K CPAs,PLLC, in Houston, Texas, expressed substantial doubt
about the Company's ability to continue as a going concern
following the 2011 financial results.  The independent auditors
noted that the Company had a working capital deficit and
reoccurring losses as of Dec. 31, 2011.

The Company reported a net loss of $6.94 million in 2011, compared
with a net loss of $10.91 million in 2010.

The Company's balance sheet at June 30, 2012, showed $4.72 million
in total assets, $14.35 million in total liabilities, $6.34
million in total commitments and contingencies, and a
$15.97 million total stockholders' deficit.


* Cohen & Grigsby Reaffirms Support of Pittsburgh Cultural Trust
----------------------------------------------------------------
Cohen & Grigsby, a business law firm with headquarters in
Pittsburgh, PA and an office in Naples, FL, has reaffirmed its
continued support of the arts in the Pittsburgh region by renewing
its partnership with the Pittsburgh Cultural Trust for the fifth
consecutive year.  As part of the partnership, the firm will serve
as the Presenting Sponsor of the 2012-13 "Trust Presents" series,
a programming division of the Pittsburgh Cultural Trust that
offers a diverse array of entertainment - from live music and
comedy to literary and world-famous artists.

"A vibrant and active arts community is critical to maintaining
downtown Pittsburgh as a preferred place to live, work and play,"
said Jack Elliott, president and CEO of Cohen & Grigsby.  "We're
proud to support Pittsburgh's dynamic arts community, and our
continued partnership with the Trust reaffirms our commitment to
ensuring that Pittsburgh's Cultural District remains a premier
attraction for art and entertainment."

The Pittsburgh Cultural Trust is a non-profit organization
dedicated to the promotion and development of Pittsburgh's
downtown Cultural District.  The 2012-13 edition of the "Trust
Presents" series includes more than 15 performances at both the
Byham Theater and the Benedum Center downtown.  Performances
include music by Esperanza Spalding, comedy by Sandra Bernhard,
dance by Slask Song and Dance Ensemble of Poland, and a special
holiday show featuring TLC's "Cake Boss" Buddy Valastro.

When Cohen & Grigsby re-established its Pittsburgh headquarters in
the city's Cultural District several years ago, the firm made
another tangible commitment to the arts community.  The firm's
offices (EQT Plaza, 625 Liberty Avenue, Pittsburgh) house an art
gallery that has become a dedicated space for local artists to
showcase their work to the public.  This fall, the gallery will
showcase the broad portfolio of nationally renowned, award-winning
photojournalist Harry Benson. The three month exhibit opened to
the public on Oct. 12, 2012.

                       About Cohen & Grigsby

Established in 1981 in Pittsburgh, PA, Cohen & Grigsby --
http://www.cohenlaw.com/-- is a business law firm with
headquarters in Pittsburgh and offices in Naples and Bonita
Springs, FL.  Cohen & Grigsby attorneys cultivate a culture of
performance by serving as business counselors as well as legal
advisors to an extensive list of clients that include private and
publicly held businesses, nonprofits, multinational corporations,
individuals and emerging companies.  The firm has more than 120
lawyers in seven practice groups ??- Business & Tax, Labor &
Employment, Immigration/International Business, Intellectual
Property, Litigation, Bankruptcy & Creditors' Rights, and Estates
& Trusts.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Auto-Pak-USA Inc.
        dba Car Nations USA
   Bankr. S.D. Tex. Case No. 12-37570
     Chapter 11 Petition filed October 6, 2012
         See http://bankrupt.com/misc/txsb12-37570.pdf
         represented by: Larry A. Vick, Esq.
                         E-mail: lv@larryvick.com

In re Alma Hudson
   Bankr. N.D. Ill. Case No. 12-39806
      Chapter 11 Petition filed October 7, 2012

In re Party Tree Inc
   Bankr. S.D. Ind. Case No. 12-11931
     Chapter 11 Petition filed October 7, 2012
         See http://bankrupt.com/misc/insb12-11931.pdf
         represented by: Jeffrey Dean Heck, Esq.
                         Heck Law Offices, PC
                         E-mail: jheck@hecklaw.com

In re George Skipper
   Bankr. S.D. Ala. Case No. 12-03491
      Chapter 11 Petition filed October 8, 2012

In re Tony Felix
   Bankr. D. Ariz. Case No. 12-22083
      Chapter 11 Petition filed October 8, 2012

In re Felix Insurance Agency LLC
   Bankr. D. Ariz. Case No. 12-22084
     Chapter 11 Petition filed October 8, 2012
         See http://bankrupt.com/misc/azb12-22084.pdf
         represented by: Robert M. Cook, Esq.
                         LAW OFFICES OF ROBERT M. COOK PLLC
                         E-mail: robertmcook@yahoo.com

In re Engineered Framing Systems, Inc.
        dba EFS, Inc.
   Bankr. C.D. Calif. Case No. 12-43923
     Chapter 11 Petition filed October 8, 2012
         See http://bankrupt.com/misc/cacb12-43923.pdf
         represented by: Steven R. Fox, Esq.
                         LAW OFFICES OF STEVEN R. FOX
                         E-mail: emails@foxlaw.com

In re Januario Atienza
   Bankr. C.D. Calif. Case No. 12-43949
      Chapter 11 Petition filed October 8, 2012

In re Aurora Rosa
   Bankr. D. Conn. Case No. 12-32278
      Chapter 11 Petition filed October 8, 2012

In re George Bolling
   Bankr. D. Conn. Case No. 12-51826
      Chapter 11 Petition filed October 8, 2012

In re Kim Alvis
   Bankr. M.D. Fla. Case No. 12-15283
      Chapter 11 Petition filed October 8, 2012

In re Daniel Watts
   Bankr. M.D. Fla. Case No. 12-15295
      Chapter 11 Petition filed October 8, 2012

In re Crazy Horse Entertainment - Florida LLC
        dba Centerfolds Cabaret
   Bankr. S.D. Fla. Case No. 12-34117
     Chapter 11 Petition filed October 8, 2012
         See http://bankrupt.com/misc/flsb12-34117.pdf
         represented by: Bart A. Houston, Esq.
                         THE KOPELOWITZ OSTROW FIRM, PA
                         E-mail: houston@kolawyers.com

In re Laguna, LLC a New Mexico Limited Liability Company
   Bankr. D. N.M. Case No. 12-13710
     Chapter 11 Petition filed October 8, 2012
         See http://bankrupt.com/misc/nmb12-13710p.pdf
         See http://bankrupt.com/misc/nmb12-13710c.pdf
         represented by: R. Trey Arvizu, III, Esq.
                         ARVIZULAW.COM, LTD.
                         E-mail: trey@arvizulaw.com

In re C.B. Concordville, LLC
        dba Chubby Balboa's
   Bankr. E.D. Pa. Case No. 12-19530
     Chapter 11 Petition filed October 8, 2012
         See http://bankrupt.com/misc/paeb12-19530.pdf
         represented by: Robert H. Holber, Esq.
                         LAW OFFICE OF ROBERT H. HOLBER, P.C.
                         E-mail: rholber@holber.com

In re McGovern Brothers, Inc.
   Bankr. M.D. Pa. Case No. 12-05897
     Chapter 11 Petition filed October 8, 2012
         See http://bankrupt.com/misc/pamb12-05897.pdf
         represented by: John H. Doran, Esq.
                         DORAN & DORAN, P.C.
                         E-mail: jdoran@doran-law.net

In re Fernando Vigil Fernandez
   Bankr. D. P.R. Case No. 12-08024
      Chapter 11 Petition filed October 8, 2012

In re Stanley Manoogian
   Bankr. E.D. Va. Case No. 12-35813
      Chapter 11 Petition filed October 8, 2012

In re Robert Lewis
   Bankr. E.D. Va. Case No. 12-35815
      Chapter 11 Petition filed October 8, 2012

In re Adel Ibrahim
   Bankr. C.D. Calif. Case No. 12-21782
      Chapter 11 Petition filed October 9, 2012

In re Gracie Gage LLC
   Bankr. C.D. Calif. Case No. 12-21784
     Chapter 11 Petition filed October 9, 2012
         See http://bankrupt.com/misc/cacb12-21784.pdf
         Filed pro se

In re Hannah Vu
   Bankr. C.D. Calif. Case No. 12-21816
      Chapter 11 Petition filed October 9, 2012

In re Sheila Booker
   Bankr. C.D. Calif. Case No. 12-44095
      Chapter 11 Petition filed October 9, 2012

In re Sergio Silva
   Bankr. N.D. Calif. Case No. 12-57333
      Chapter 11 Petition filed October 9, 2012

In re Sergio Tovar
   Bankr. N.D. Calif. Case No. 12-57321
      Chapter 11 Petition filed October 9, 2012

In re Sun Marble, Inc.
   Bankr. N.D. Calif. Case No. 12-57304
     Chapter 11 Petition filed October 9, 2012
         See http://bankrupt.com/misc/canb12-57304.pdf
         Filed pro se

In re Herschel Burgess
   Bankr. D. Colo. Case No. 12-30901
      Chapter 11 Petition filed October 9, 2012

In re Isabelle Burgess
   Bankr. D. Colo. Case No. 12-30901
      Chapter 11 Petition filed October 9, 2012

In re John Windell
   Bankr. D. Colo. Case No. 12-30841
      Chapter 11 Petition filed October 9, 2012

In re Hurley Booth
   Bankr. N.D. Fla. Case No. 12-40697
      Chapter 11 Petition filed October 9, 2012

In re Schooler Properties, LLC
   Bankr. S.D. Iowa Case No. 12-03140
     Chapter 11 Petition filed October 9, 2012
         See http://bankrupt.com/misc/iasb12-03140.pdf
         represented by: Robert C. Gainer, Esq.
                         Cutler Law Firm
                         E-mail: rgainer@cutlerfirm.com

In re April Stolberg
   Bankr. D. Kans. Case No. 12-22746
      Chapter 11 Petition filed October 9, 2012

In re Heritage Park Restaurant, Inc.
   Bankr. D. Mass. Case No. 12-18190
     Chapter 11 Petition filed October 9, 2012
         See http://bankrupt.com/misc/mab12-18190.pdf
         represented by: John M. McAuliffe, Esq.
                         McAuliffe & Associates, P.C.
                         E-mail: john@jm-law.net

In re Aileen Louis
   Bankr. E.D. Mich. Case No. 12-34059
      Chapter 11 Petition filed October 9, 2012

In re Cosgro Restaurant Group, Inc.
   Bankr. E.D. Mich. Case No. 12-62570
     Chapter 11 Petition filed October 9, 2012
         See http://bankrupt.com/misc/mieb12-62570p.pdf
         See http://bankrupt.com/misc/mieb12-62570c.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re David Louis
   Bankr. E.D. Mich. Case No. 12-34059
      Chapter 11 Petition filed October 9, 2012

In re Station 885, Inc.
   Bankr. E.D. Mich. Case No. 12-62571
     Chapter 11 Petition filed October 9, 2012
         See http://bankrupt.com/misc/mieb12-62571p.pdf
         See http://bankrupt.com/misc/mieb12-62571c.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re Janine Ayres
   Bankr. D. Nev. Case No. 12-21518
      Chapter 11 Petition filed October 9, 2012

In re Del Sur Restaurant, Inc.
        aka Fraper Restaurant Bar Lounge
   Bankr. S.D.N.Y. Case No. 12-14195
     Chapter 11 Petition filed October 9, 2012
         See http://bankrupt.com/misc/nysb12-14195.pdf
         represented by: Nestor Rosado, Esq.
                         E-mail: neslaw2@msn.com

In re Keith Dieringer
   Bankr. D. Ore. Case No. 12-37666
      Chapter 11 Petition filed October 9, 2012

In re Isidoro Gonzalez Guerrido
   Bankr. D.P.R. Case No. 12-08049
      Chapter 11 Petition filed October 9, 2012

In re Gailen Cox
   Bankr. W.D. Va. Case No. 12-71854
      Chapter 11 Petition filed October 9, 2012

In re Romeo Pavlic
   Bankr. E.D. Wash. Case No. 12-04341
      Chapter 11 Petition filed October 9, 2012
In re Gulf Beach Express, Inc.
   Bankr. S.D. Ala. Case No. 12-03531
     Chapter 11 Petition filed October 10, 2012
         See http://bankrupt.com/misc/alsb12-03531.pdf
         Filed as Pro Se

In re Ace Embroidery, Inc.
   Bankr. C.D. Calif. Case No. 12-21876
     Chapter 11 Petition filed October 10, 2012
         See http://bankrupt.com/misc/cacb12-21876.pdf
         represented by: Robert K. Lee, Esq.
                         LAW OFFICES OF ROBERT KEVIN LEE
                         E-mail: admin@robertklee.com

In re Sakis Mesrobian
   Bankr. C.D. Calif. Case No. 12-44273
      Chapter 11 Petition filed October 10, 2012

In re Sun Marble At San Jose Inc.
   Bankr. N.D. Calif. Case No. 12-57343
     Chapter 11 Petition filed October 10, 2012
         See http://bankrupt.com/misc/canb12-57343.pdf
         Filed as Pro Se

In re Fresh Futures, Inc.
   Bankr. S.D. Ga. Case No. 12-11832
     Chapter 11 Petition filed October 10, 2012
         See http://bankrupt.com/misc/gasb12-11832.pdf
         represented by: Scott J. Klosinski, Esq.
                         KLOSINSKI OVERSTREET, LLP
                         E-mail: sjk@klosinski.com

In re MAC Distributing Inc.
   Bankr. N.D. Ind. Case No. 12-40685
     Chapter 11 Petition filed October 10, 2012
         See http://bankrupt.com/misc/innb12-40685.pdf
         represented by: David A. Rosenthal (VM), Esq.
                         E-mail: darlaw@nlci.com

In re New Beginning Outreach Ministries, Inc.
        dba New Beginning Outreach
   Bankr. N.D. Miss. Case No. 12-14313
     Chapter 11 Petition filed October 10, 2012
         See http://bankrupt.com/misc/msnb12-14313.pdf
         represented by: Robert Gambrell, Esq.
                         GAMBRELL & ASSOCIATES, PLLC
                         E-mail: rg@ms-bankruptcy.com

In re Erb's Garage, Inc.
   Bankr. D. N.J. Case No. 12-34652
     Chapter 11 Petition filed October 10, 2012
         See http://bankrupt.com/misc/njb12-34652.pdf
         represented by: Barry W. Frost, Esq.
                         TEICH GROH
                         E-mail: bfrost@teichgroh.com

In re Gustavo San Roman
   Bankr. E.D.N.Y. Case No. 12-47201
      Chapter 11 Petition filed October 10, 2012

In re Gustavo San Roman
   Bankr. E.D.N.Y. Case No. 12-76114
      Chapter 11 Petition filed October 10, 2012

In re Argen-Medical, PLLC
   Bankr. E.D.N.Y. Case No. 12-76115
     Chapter 11 Petition filed October 10, 2012
         See http://bankrupt.com/misc/nyeb12-76115p.pdf
         See http://bankrupt.com/misc/nyeb12-76115c.pdf
         represented by: Robert S. Arbeit, Esq.
                         PINKS ARBEIT BOYLE & NEMETH
                         E-mail: robert@pinksarbeit.com

In re Anthony O?Brien
   Bankr. N.D. Ohio Case No. 12-17433
      Chapter 11 Petition filed October 10, 2012

In re El Pancho Villa Grill, Inc.
   Bankr. M.D. Tenn. Case No. 12-09272
     Chapter 11 Petition filed October 10, 2012
         See http://bankrupt.com/misc/tnmb12-09272.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         LAW OFFICES LEFKOVITZ & LEFKOVITZ
                         E-mail: slefkovitz@lefkovitz.com

In re Ko-Kaua Ohana, LLC
        dba Woodbridge Laundrymat
            Dumfries Laundrymat
   Bankr. E.D. Va. Case No. 12-16078
     Chapter 11 Petition filed October 10, 2012
         See http://bankrupt.com/misc/vaeb12-16078.pdf
         represented by: Brian V. Lee, Esq.
                         LEE LEGAL, PLLC
                         E-mail: bvlee@lee-legal.com

In re James Brown
   Bankr. N.D. Ala. Case No. 12-04828
      Chapter 11 Petition filed October 11, 2012

In re Delta Stone, LLC
   Bankr. S.D. Ala. Case No. 12-03546
     Chapter 11 Petition filed October 11, 2012
         See http://bankrupt.com/misc/alsb12-03546.pdf
         represented by: Barry A. Friedman, Esq.
                         Barry A. Friedman and Associates P.C.
                         E-mail: bky@bafmobile.com

In re 12211 N. 49th LLC
   Bankr. D. Ariz. Case No. 12-22391
     Chapter 11 Petition filed October 11, 2012
         Filed pro se

In re D & J Roofing, Inc.
   Bankr. E.D. Calif. Case No. 12-38152
     Chapter 11 Petition filed October 11, 2012
         See http://bankrupt.com/misc/caeb12-38152p.pdf
         See http://bankrupt.com/misc/caeb12-38152c.pdf
         represented by: Julia P. Gibbs, Esq.
                         Law Offices of Julia P. Gibbs
                         E-mail: judy@gibbslegal.com

In re Janet Cubol
   Bankr. E.D. Calif. Case No. 12-38128
      Chapter 11 Petition filed October 11, 2012

In re Kurt Huffine
   Bankr. E.D. Calif. Case No. 12-38108
      Chapter 11 Petition filed October 11, 2012

In re Steve Simmons
   Bankr. E.D. Calif. Case No. 12-38166
      Chapter 11 Petition filed October 11, 2012

In re Beverly Thomas
   Bankr. N.D. Calif. Case No. 12-48323
      Chapter 11 Petition filed October 11, 2012

In re Rudolph Medina
   Bankr. S.D. Calif. Case No. 12-13764
      Chapter 11 Petition filed October 11, 2012

In re OLM, LLC
   Bankr. D. Conn. Case No. 12-51847
     Chapter 11 Petition filed October 11, 2012
         See http://bankrupt.com/misc/ctb12-51847.pdf
         represented by: Peter L. Ressler, Esq.
                         Groob Ressler & Mulqueen
                         E-mail: ressmul@yahoo.com

In re James Johnson
   Bankr. C.D. Ill. Case No. 12-91521
      Chapter 11 Petition filed October 11, 2012

In re Patriot Medical Transport System, LLC
   Bankr. D. Md. Case No. 12-28580
     Chapter 11 Petition filed October 11, 2012
         See http://bankrupt.com/misc/mdb12-28580.pdf
         represented by: Augustus T. Curtis, Esq.
                         Cohen, Baldinger & Greenfeld, LLC
                         E-mail: augie.curtis@cohenbaldinger.com

In re Public-Sector Solutions, Inc, A Maryland Corporation
   Bankr. D. Md. Case No. 12-28585
     Chapter 11 Petition filed October 11, 2012
         See http://bankrupt.com/misc/mdb12-28585.pdf
         represented by: J. Michael Broumas, Esq.
                         Broumas Law Group LLC
                         E-mail: michael@broumas.com

In re Prymas Vaz
   Bankr. D. Nev. Case No. 12-21637
      Chapter 11 Petition filed October 11, 2012

In re Hamilton Amer
   Bankr. N.D. Ohio Case No. 12-53280
      Chapter 11 Petition filed October 11, 2012

In re Four M Alliance Corporation
   Bankr. W.D. Wash. Case No. 12-20314
     Chapter 11 Petition filed October 11, 2012
         See http://bankrupt.com/misc/wawb12-20314.pdf
         represented by: Jason E Anderson, Esq.
                         Law Office of Jason E Anderson
                         E-mail: jason@jasonandersonlaw.com

In re Intrigue Investment Company
   Bankr. W.D. Wash. Case No. 12-20313
     Chapter 11 Petition filed October 11, 2012
         Filed pro se
In re Juan Avelar
   Bankr. N.D. Calif. Case No. 12-57429
      Chapter 11 Petition filed October 13, 2012

In re Donald Quarles
   Bankr. D. Md. Case No. 12-28688
      Chapter 11 Petition filed October 13, 2012

In re Michelle Quarles
   Bankr. D. Md. Case No. 12-28688
      Chapter 11 Petition filed October 13, 2012

In re Anthony Deng
   Bankr. D. Nev. Case No. 12-21706
      Chapter 11 Petition filed October 13, 2012

In re Chad's Restaurant, Inc.
   Bankr. D. Ariz. Case No. 12-22534
     Chapter 11 Petition filed October 14, 2012
         See http://bankrupt.com/misc/azb12-22534.pdf
         represented by: Charles R. Hyde, Esq.
                         Law Offices of C.R. Hyde
                         E-mail: crhyde@gmail.com

In re Dewhurst Associates, Inc.
   Bankr. S.D. Fla. Case No. 12-34645
     Chapter 11 Petition filed October 14, 2012
         See http://bankrupt.com/misc/flsb12-34645.pdf
         represented by: David L. Merrill, Esq.
                         Tina M. Talarchyk, Esq.
                         Talarchyk Merrill, LLC
                         E-mail: dlm@tmbk11.com
                                 tmt@tmbk11.com

In re Richard Saggio, Inc.
   Bankr. S.D. Ill. Case No. 12-31946
     Chapter 11 Petition filed October 14, 2012
         See http://bankrupt.com/misc/ilsb12-31946p.pdf
         See http://bankrupt.com/misc/ilsb12-31946c.pdf
         represented by: Robert G. Lathram, Esq.
                         Law Office of R Gregory Lathram
                         E-mail:
                         glathram@bankruptcylawyers-metroeast.com



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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