TCR_Public/121019.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, October 19, 2012, Vol. 16, No. 291

                            Headlines

11820 DEL PUEBLO: Voluntary Chapter 11 Case Summary
3037 OLIVE: Case Summary & Largest Unsecured Creditor
3900 BISCAYNE: Plan Effective Date Is Aug. 31
4KIDS ENTERTAINMENT: Interim CEO, New Chairman Named
A123 SYSTEMS: Wins Interim Approval of Johnson Controls DIP Loan

A123 SYSTEMS: Wants Authority to Use Wanxiang Cash Collateral
ABDIANA A: Can Access Arvest Bank Cash Collateral Until Dec. 31
AEROGROW INTERNATIONAL: 1-for-100 Reverse Split Takes Effect
ALERIS INTERNATIONAL: S&P Affirms 'B+' Corporate Credit Rating
ALON USA: Moody's Rates Proposed $450-Mil. Term Loan 'B2'

ALTIER MECHANICAL: Updated Case Summary & Creditors' Lists
AMC ENTERTAINMENT: S&P Affirms 'B' Corp. Credit Rating; Off Watch
AMERICAN AIRLINES: Incurs $238 Million Net Loss in 3rd Quarter
AMERICAN AIRLINES: Seeks Early Plan Exclusivity Extension
AMWEST IMAGING: Delays Form 10-Q for Aug. 31 Quarter

ANTHONY A. O'BRIEN: Chapter 11 Case Violates 180-Day Filing Bar
ARTEL LLC: Moody's Assigns 'B3' Corporate Family Rating
ATP OIL & GAS: Hearing Starts on Bid for Shareholders Committee
AVIS BUDGET: Fitch Affirms Low-B Ratings on Two Senior Notes
B & T OLSON: Can Use Cash Collateral Until Plan Effective Date

B & T OLSON: Claims Plan Satisfies Absolute Priority Rule
B.T.T. LLC: Voluntary Chapter 11 Case Summary
BACK YARD BURGERS: Files Bankruptcy With Pre-Negotiated Plan
BACK YARD BURGERS: Case Summary & 30 Largest Unsecured Creditors
BWAY HOLDING: S&P Affirms 'B' Corp. Credit Rating: Outlook Stable

CANYON HOLDING: Case Summary & 5 Unsecured Creditors
CHINA EXECUTIVE: Kaien Liang Discloses 69.6% Equity Stake
CIRCUS & ELDORADO: Settles With Black Diamond on Plan
COMMUNITY MEMORIAL: Plan Hearing Adjourned to Oct. 19
CSX CORP: Moody's Raises Preferred Stock Shelf Rating to (P)Ba1

DCB FINANCIAL: Grants Shareholders Rights to Buy Common Shares
DEVI, LLC: Files for Chapter 11 in Alabama
DIGITAL DOMAIN: Asks to Auction Second Group Of Assets
EIG INVESTORS: Moody's Rates $800-Mil. 1st Lien Term Loan 'B1'
EINSTEIN NOAH: S&P Gives 'B' Corp. Credit Rating; Outlook Stable

FOOT LOCKER: S&P Raises CCR to 'BB+' on Revenue Increases
FRIENDFINDER NETWORKS: Global Investment Holds 5% Equity Stake
GAMETECH INTERNATIONAL: Limits Number of Directors to 15
GRUBB & ELLIS: Sovereign Buys Out Infinity Interest in Daymark
HAWKER BEECHCRAFT: Sale to Chinese Firm Unravels

HD SUPPLY: Issues $1 Billion of 11.50% Senior Notes
HERCULES PUBLIC: S&P Lowers Ratings on 3 Bond Issues to 'CCC+'
HOMER CITY: Fitch Downgrades Rating on Two Bond Classes to 'D'
IDEARC INC: Trial Against Verizon Enters Third Day
INSTERSTATE PROPERTIES: Case Summary & 5 Largest Unsec Creditors

IRVINE SENSORS: Closes Acquisition of Bivio Networks' Assets
JEFFERSON COUNTY, AL: Appeals Ruling on Use of Sewer Revenue
KINGS HOUSE: Voluntary Chapter 11 Case Summary
KRONOS INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Negative
LAGUNA BRISAS: Hiring Johnny Kim as Special Counsel

LEHMAN BROTHERS: WL Ross Completes Purchase of Navigator Shares
LEHMAN BROTHERS: Has $15-Billion Claim on Brokerage Unit
LEHMAN BROTHERS: Court Approves Tax Settlement With IRS
LEHMAN BROTHERS: ADR Settlements Reach $1.32 Billion
LEHMAN BROTHERS: Giant Stadium Seeks to Quash Subpoenas

LEHMAN BROTHERS: Court Approves Creditors' Fees
LEHMAN BROTHERS: Canary Wharf Fights Efforts to Disallow Claims
LEHMAN BROTHERS: Inks Deal With European Unit on Brokerage Claims
LEHMAN BROTHERS: Files Detailed June 30 Financial Information
LODGENET INTERACTIVE: Inks Forbearance Agreement with Lenders

MENDOCINO COAST: Case Summary & 20 Largest Unsecured Creditors
MERCURY PAYMENT: S&P Gives 'BB-' Rating on $100MM Incremental Loan
MERIDIAN SPORTS: Health Club Files for Chapter 11 in California
MT. JULIET COMMONS: Shopping Center Files Chapter 11
MT. JULIET COMMONS: Case Summary & 11 Unsecured Creditors

NETWORK CN: Inks Separate Agreements with Lek Pak and Windcom
NET TALK.COM: Issues $1.1 Million Debenture to Vicis Capital
NORTEK INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
OLD REPUBLIC: Unit May Avoid Being Put Into Receivership
OWENS CORNING: Moody's Rates Sr. Unsecured Notes Due 2022 'Ba1'

PABELLON DE LA VICTORIA: Files for Chapter 11 in Puerto Rico
PENN NATIONAL: Moody's Raises CFR/PDR to 'Ba1'; Outlook Stable
PENN NATIONAL: S&P Keeps 'BB' Corp. Credit Rating; Outlook Stable
PHILADELPHIA SCHOOL: Moody's Ba1 Affirmation Affects $3.1BB Debt
PINNACLE OPERATING: Moody's Assigns 'B2' Corp. Family Rating

PINNACLE OPERATING: S&P Assigns 'B' Prelim Corporate Credit Rating
QUEST ACADEMY: Voluntary Chapter 11 Case Summary
REALOGY HOLDINGS: Closes Offering of 46 Million Common Shares
RESIDENTIAL CAPITAL: Committee Wants Gibbs to Provide Documents
RESIDENTIAL CAPITAL: FHFA Appeals Denial of Bid for Discovery

RESIDENTIAL CAPITAL: Triaxx Withdraws Bid for Discovery
RESIDENTIAL CAPITAL: Committee Info Sharing Protocol Approved
RESIDENTIAL CAPITAL: Committee Wins OK to Retain JF Morrow
RESIDENTIAL CAPITAL: Committee Wins OK to Retain Analytic Focus
ROSETTA GENOMICS: Grants Precision Right to Market MiRview mets2

SAAD TOMA: Case Summary & 10 Unsecured Creditors
SAN BERNARDINO, CA: Misses $1MM Bond Payment; Faces SEC Probe
SATCON TECHNOLOGY: Files for Chapter 11 Bankruptcy
SATCON TECHNOLOGY: Case Summary & 30 Largest Unsecured Creditors
SEA COURT: Case Summary & 5 Largest Unsecured Creditors

SEACOR HOLDINGS: Fitch Cuts Senior Unsecured Credit Rating to BB+
SHEARER'S FOODS: S&P Rates New $210MM Senior Secured Notes 'B'
SHENGDATECH INC: Board Authorizes Lawsuits in China
SNO MOUNTAIN: Involuntary Chapter 11 Case Summary
SOLYNDRA LLC: Says Plan Isn't Primarily for Tax Avoidance

SOUTHERN AIR: Sec. 341 Creditors' Meeting Set for Nov. 5
SPARIZIONE MANAGEMENT: Case Summary & 2 Unsecured Creditors
SPORT DIVER: Case Summary & 19 Largest Unsecured Creditors
SPRUILL'S PROPERTIES: Voluntary Chapter 11 Case Summary
TENNESSEE COMMERCE: Oaktree Buys Stake in Failed Bank's Assets

TITAN PHARMACEUTICALS: Gets $4.8 Million from Warrants Exercise
TRANSUNION CORP: S&P Revises Outlook on 'B+' CCR to Negative
TRIDENT MICROSYSTEMS: Reaches Comprehensive Plan Settlement
VITRO SAB: Mexico Asks U.S. Appeals Court to Reverse Ruling
W&T OFFSHORE: Moody's Rates $250-Mil. Sr. Unsecured Notes 'B3'

W&T OFFSHORE: S&P Retains 'B' Rating on $850-Mil. Senior Notes
WALL ST SYSTEMS: Moody's Lowers CFR/PDR to 'B3'; Outlook Stable
WEST PENN: BofA Says Bankruptcy Won't Breach Highmark Deal
WMG ACQUISITION: Moody's Affirms 'B1' CFR; Rates Sr. Notes 'Ba2'
YRC WORLDWIDE: S&P Affirms 'CCC' Corporate Credit Rating

* Moody's Says More Dividend Recaps Reach Pre-Crisis Levels

* Criminal Restitution Must Be Paid Even With Bankruptcy
* Florida Lawyer's Suspension Upheld for Bad Language
* Bankrupt Claims Bid Up With Cheap Money, Trader Says

* BOOK REVIEW: Performance Evaluation of Hedge Funds

                            *********

11820 DEL PUEBLO: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 11820 Del Pueblo, LLC
        11820 Valley Boulevard
        El Monte, CA 91732

Bankruptcy Case No.: 12-44726

Chapter 11 Petition Date: October 15, 2012

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Levi Reuben Uku, Esq.
                  LAW OFFICES OF LEVI REUBEN UKU
                  3540 Wilshire Boulevard, Suite 626
                  Los Angeles, CA 90010
                  Tel: (213) 385-0193
                  Fax: (213) 385-0576
                  E-mail: Levireuben@gmail.com

Scheduled Assets: $17,003,256

Scheduled Liabilities: $14,027,000

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Frank Rodd, managing partner.


3037 OLIVE: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: 3037 Olive, LLC
        167 Lamp & Lantern #270
        Chesterfield, MO 63017

Bankruptcy Case No.: 12-49982

Chapter 11 Petition Date: October 15, 2012

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: Joel A. Kunin, Esq.
                  THE KUNIN LAW OFFICES
                  1606 Eastport Plaza Drive, Suite 110
                  Collinsville, IL 62234-6135
                  Tel: (618) 301-4875
                  Fax: (855) 235-5084
                  E-mail: jkunin@kuninlaw.com

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

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Jeffrey L. Cook                                  $52,175
c/o Larry E. Parres, Esq.
Lewis Rice Fingersh
600 Washington Avenue,
Ste. 2500
Saint Louis, MO 63101

The petition was signed by Mark L. Wegmann, member and manager of
Debtor's co-manager.


3900 BISCAYNE: Plan Effective Date Is Aug. 31
---------------------------------------------
Counsel for debtor 3900 Biscayne, LLC, notified the Bankruptcy
Court that the Effective Date of the Second Amended Plan of
Reorganization of the Debtor dated Oct. 20, 2010, occurred on Aug.
31, 2012.  The order approving the disclosure statement and
confirming the Plan was entered Aug. 16, 2012.

Classes 2 (Secured Claim of BB&T), 3 (General Unsecured Claim of
BB&T), 5 (General Unsecured Claim of Comras) and 6 (General
Unsecured Insider Claims) which are impaired under the Plan, voted
to accept the Plan by the requisite majorities.  Class 7 (Equity
Interests) will revest in the Reorganized Debtor on the Plan
Effective Date.  The holders of allowed equity interests will
retain their equity interests, including for the purpose of
governing the Reorganized Debtor.  Class 7 is unimpaired.
Pursuant to the Plan, the Class 2 Claim of BB&T under the A Note
will be reinstated in the principal amount of $10,800,000.  Note A
will be repaid in monthly installments of principal and interest
calculated on a 25 year amortization schedule in the amount of
approximately $57,000 commencing 30 days after the Effective Date
of the Plan.  The Class 3 Claim of BB&T under the B Note in the
sum of $610,995 will be paid on the Closing Date, which will be 90
days after the Effective Date of the Loan Restructuring Agreement.
The Rental Income of $70,417 monthly from Miami Arts, Inc., will
be used to fund the Plan.

                        About 3900 Biscayne

3900 Biscayne, LLC, is a Florida limited liability company which
owns and leases real property located at 3900 Biscayne, in Miami.
The Property, formerly the studio site for WLBW and most recently
WPLG Channel 10, has an estimated value, subject to appraisal,
which exceeds the amount of indebtedness owed to its creditors,
including the indebtedness purportedly owed to Branch Banking and
Trust Company.  The Property was originally acquired by the Debtor
in 2007 for a proposed residential re-development project.
Shortly thereafter, the Debtor shelved the intended re-development
of the Property and instead entered into a lease with Miami Arts,
Inc., d/b/a Miami Arts School.  The Company filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 11-22948) on May 12, 2011, in
Miami.  Judge A. Jay Cristol presides over the case.  James C.
Moon, Esq., and Peter D. Russin, Esq., at Meland Russin & Budwick,
P.A., in Miami, represent the Debtor in its Chapter 11 effort.
The Debtor disclosed $14,857,484 in total assets and $13,691,533
in total liabilities as of the Chapter 11 filing.  To date, the
U.S. Trustee has not appointed an official committee of unsecured
creditors in the Debtor's case.


4KIDS ENTERTAINMENT: Interim CEO, New Chairman Named
----------------------------------------------------
4Kids Entertainment, Inc., has announced the appointment of
Director Jay Emmett to Chairman of the Board of Directors.

Effective Sept. 30, 2012, Michael Goldstein has retired from his
positions as the Company's Interim Chairman, Chairman of the Audit
Committee, Board Member, and Member of the Nominating Committee.

"On behalf of 4Kids Entertainment, I want to thank Mr. Goldstein
for his years of service to the 4Kids Board of Directors," said
Jay Emmett.  "We are very grateful to Michael for his leadership,
guidance and the expertise he brought to our Board," added Emmett.

Newly appointed Chairman, Jay Emmett, has been a 4Kids Board
Member for over 12 years.  He has had a long, successful career in
the entertainment industry and founded the Licensing Corporation
of America, which represented Major League Baseball, National
Basketball Association, National Hockey League, and the National
Football League Players Association, as well as many entertainment
properties including Batman, Superman, and James Bond. Mr. Emmett
has been a member of the International Special Olympics Board for
30 years, and served as President of the Special Olympics from
2007 to 2008.

Bruce R. Foster has been named Interim Chief Executive Officer and
been appointed as a member of the Board of Directors; he will
continue to serve as Chief Financial Officer. Mr. Foster joined
4Kids in 2002 and has been instrumental in leading the Company
through the bankruptcy process and in developing a strategy to
reorganize the Company.

"I am excited about the opportunity to lead the Company out of
bankruptcy," said Mr. Foster.  "Working closely with the Board of
Directors, I am focused on developing the underlying business
strategy necessary to implement a Plan of Reorganization.  This
new business plan creates a unique opportunity for the Company,"
added Foster.

                     About 4Kids Entertainment

New York-based 4Kids Entertainment, Inc., dba 4Kids, is an
entertainment and media company specializing in the youth oriented
market, with operations in these business segments: (i) licensing,
(ii) advertising and media broadcast, and (iii) television and
film production/distribution.  The parent entity, 4Kids
Entertainment, was organized as a New York corporation in 1970.

4Kids filed for bankruptcy protection under Chapter 11 of the
Bankruptcy Code to protect its most valuable asset -- its rights
under an exclusive license relating to the popular Yu-Gi-Oh!
series of animated television programs -- from efforts by the
licensor, a consortium of Japanese companies, to terminate
the license and force 4Kids out of business.

4Kids and affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 11-11607) on April 6, 2011.  Kaye Scholer LLP is the
Debtors' restructuring counsel.  Epiq Bankruptcy Solutions, LLC,
is the Debtors' claims and notice agent.  BDO Capital Advisors,
LLC, is the financial advisor and investment banker.  EisnerAmper
LLP fka Eisner LLP serves as auditor and tax advisor.  4Kids
Entertainment disclosed $78,397,971 in assets and $86,515,395 in
liabilities as of the Chapter 11 filing.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Epiq Bankruptcy Solutions LLC serves as its
information agent for the Committee.

The Consortium consists of TV Tokyo Corporation, which owns and
operates a television station in Japan; ASATSU-DK Inc., a Japanese
advertising company; and Nihon Ad Systems, ADK's wholly owned
subsidiary.  The Consortium is represented by Kyle C. Bisceglie,
Esq., Michael S. Fox, Esq., Ellen V. Holloman, Esq., and Mason
Barney, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky LLP,
in New York.

In January 2012, the bankruptcy judge ruled in favor of 4Kids,
deciding that the Yu-Gi-Oh! property license agreement between the
Debtor and the licensor was not effectively terminated prior to
the bankruptcy filing.  Following the ruling, 4Kids entered into a
settlement where it would receive $8 million to end the dispute
over its valuable Yu-Gi-Oh! Property.


A123 SYSTEMS: Wins Interim Approval of Johnson Controls DIP Loan
----------------------------------------------------------------
The Bankruptcy Court in Wilmington, Delaware, on Thursday held an
initial hearing in the Chapter 11 case of A123 Systems Inc.  At
the end of the hearing, A123 secured approval from the judge to
borrow, on an interim basis, up to $15.5 million under a $72.5
million postpetition secured financing from Johnson Controls Inc.

A123 also obtained permission to pay reasonable fees and expenses
incurred by JPMorgan Chase Bank N.A. as a potential source of
refinancing in connection with the bank's ongoing due diligence
investigation of the Debtors.  JPMorgan has made no commitments in
respect of any refinancing.

Patrick Fitzgerald, writing for Dow Jones Newswires, reports that
Bojan Guzina, Esq., at Sidley Austin, appeared at Thursday's
hearing on behalf of Chinese auto-parts maker Wanxiang Group Corp.
Mr. Guzina told U.S. Bankruptcy Judge Kevin Carey that his client:

     -- is still interested in A123 despite a $125 million offer
        from Milwaukee-based Johnson Controls Inc. for the battery
        maker's auto business; and

     -- made an offer Wednesday night to finance A123's Chapter 11
        bankruptcy case.

Dow Jones says the disclosure sets up a fight between Wanxiang and
Johnson Controls, which has agreed to provide A123 with $72.5
million in so-called debtor-in-possession financing to fund the
bankruptcy case.

At the hearing, Dow Jones relates, A123's bankruptcy lawyer, D.J.
"Jan" Baker, Esq., at Latham & Watkins, told the court that
Wanxiang's bankruptcy loan -- which was slightly bigger and had a
lower interest rate -- was "frankly more advantageous" at one
point, but the company went with Johnson Controls after it had
agreed to make concessions that he said went a long way in
"leveling the playing field."  Mr. Baker added that the company
would seek approval of the Johnson Controls loan only on an
"interim" basis in order to shop for better financing terms.

Dow Jones relates Wanxiang's lawyer expressed concern that
approval of the JCI financing would "tie the company's hands" to
the JCI deal, making it too difficult for rivals bidders to make
competing offers.

The Interim DIP Order provides that, subject to the entry of a
final order, nothing in the DIP loan documents or the Interim
Order will constitute an "Alternative Financing Event" or a
"Prepayment Event" or require the Debtors to pay an alternative
financing fee of $13.75 million or any other fee or penalty under
an August 2012 bridge loan agreement between A123 and Wanxiang
America Corporation, or require payment of a "termination fee" or
any other fee or penalty under a securities purchase agreement
between A123 and Wanxiang Clean Energy USA Corp.

The JCI Loan bears interest at the rate of 15% per annum.  During
the occurrence and continuance of an Event of Default, the DIP
obligations will bear interest at 17% per annum.

The DIP Facility matures and must be paid in full on the earliest
of (a) the date that is 15 calendar days after the Petition Date
unless the Bankruptcy Court has entered (i) the Final Order and
(ii) the order establishing the procedures for the sale of the
Debtors' transportation business to JCI, (b) the date of
consummation of the sale of the Debtors' transportation business
to JCI, (c) the date that is 34 days after the Petition Date if
the auction in respect of the Sale has not been commenced by such
date, (d) the date that is 36 days after the Petition Date if the
auction in respect of the Sale has not been completed by such
date, (e) the date that is 41 days after the Petition Date if an
order approving the Sale has not been entered by the Court by such
date and (f) Dec. 31, 2012.

The Interim Order provides that the DIP lenders' liens are subject
to a carveout for:

     -- unpaid fees payable to the Clerk of Bankruptcy Court, and
        the U.S. Trustee;

     -- fees payable to the Debtors' professionals:

        Professionals                              Fee Cap
        -------------                              -------
        Latham & Watkins LLP and             $1.810 million in the
          Richards Layton & Finger PA        aggregate, less any
                                             amount held on
                                             retainer

        Alvarez & Marsal North America LLC   $650,000, less any
                                             amount held on
                                             retainer

        Lazard Freres & Co. LLC              $200,000, less any
                                             amount held on
                                             retainer

     -- fees payable to the professionals hired by any official
        committee appointed in the case, subject to a $400,000
        cap; and

     -- in the event the case is converted to Chapter 7, fees
        incurred by a trustee and its professionals, subject to a
        $100,000 cap.

JCI, as administrative agent and lender under the DIP facility,
may credit bid the DIP obligations.

The Bankruptcy Court will hold a final hearing on the DIP facility
on Oct. 26 at noon.

There's an Oct. 30 hearing on the bidding procedures.  The
procedures 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.

                         About A123 Systems

Based in Waltham, Massachusetts, 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.

A123 is the recipient of a $249 million federal grant from the
Obama administration.  Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.

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 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012,
with a deal to sell its auto-business assets to Johnson Controls
Inc.  The deal with JCI is valued at $125 million, and subject to
higher offers at a bankruptcy auction.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Debt includes $143.8 million on 3.75% convertible
subordinated notes.  Other liabilities include $22.5 million on a
bridge loan owing to Wanziang.  About $33 million is owed to trade
suppliers.

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  The petitions were signed by
David Prystash, chief financial officer.

Wanxiang America Corporation and Wanxiang Clean Energy USA Corp.
are represented in the case by:

          Edmon L. Morton, Esq.
          YOUNG CONAWAY STARGATT & TAYLOR, LLP
          Rodney Square, 1000 North King Street
          Wilmington, DE 19801
          Telephone: (302) 571-6600
          Facsimile: (302) 571-1253

               - and -

          Andrew F. O'Neill, Esq.
          SIDLEY AUSTIN LLP
          One South Dearborn Street
          Chicago, IL 60603
          Telephone: (312) 853-7000
          Facsimile: (312) 853-7036


A123 SYSTEMS: Wants Authority to Use Wanxiang Cash Collateral
-------------------------------------------------------------
A123 Systems, Inc., and its affiliated debtors are asking the
Bankruptcy Court for permission to use cash collateral, on a
limited basis; and grant and affirm, to the extent necessary, the
adequate protection given to Wanxiang Group Corporation's U.S.-
based unit, Wanxiang America Corp.

The Debtors have secured Court approval to borrow, on an interim
basis, up to $15.5 million under a $72.5 million postpetition
secured financing from Johnson Controls Inc.  The Debtors said
they do not propose to use Wanxiang's cash collateral during the
15-day interim period that they have access to the DIP loan.
After the 15-day interim period, the Debtors said the request for
use of cash collateral is limited to budgeted expenses reasonably
calculated to maximize the value of the Debtors' assets and the
realization on the collateral, including by means of the sale of
the transportation business segment.

During the Interim Period from the Petition Date through the date
that the Final DIP Order, the Debtors will at all times during the
Interim Period maintain a minimum balance of cash on hand equal to
the amount of cash on hand on the Petition Date plus any cash
receipts during the Interim Period other than proceeds of the DIP
Financing.  The Debtors propose to use Cash Collateral, together
with proceeds of the DIP Financing, only to pay disbursements in
an amount not to exceed 110% of the cumulative aggregate
disbursement amount set forth in the Budget from the period from
the Petition Date through the end of each week.  The disbursements
set forth in the Budget are related to operating the Debtors'
businesses, administering the chapter 11 cases and pursuing a
going concern sale of the Debtors' assets, all of which should
help to maximize the value of the Collateral.

The Debtors note that the DIP Financing available to be borrowed
set forth in the Budget assume that the Debtors will be able to
use Cash Collateral to pay disbursements under the Budget upon
entry of the Final DIP Order.  Accordingly, absent the entry of an
Order permitting the Debtors to use Cash Collateral to pay
disbursements under the Budget, the Debtors will have insufficient
funds available to operate their businesses, administer the
chapter 11 cases, and sell their assets as a going concern.

                        Wanxiang Bridge Loan

On Aug. 16, 2012, the Debtors entered into definitive
documentation with Wanxiang in connection with a senior secured
bridge loan facility, which documentation memorialized Wanxiang's
agreement to (a) furnish A123 with a senior secured bridge loan
facility in an amount up to $75 million through its affiliate,
Wanxiang America, and (b) purchase, subject to certain conditions,
$200 million in aggregate principal amount of 8.00% Senior Secured
Convertible Notes to be issued by A123 in connection with the
transaction.

Under the Wanxiang Bridge Loan Facility, Wanxiang agreed to
provide the Debtors with an initial cash advance of $12.5 million
and a letter of credit facility that would result in roughly $10
million of additional liquidity for the Debtors.  The Debtors
received the Initial Wanxiang Loan on Aug. 16 and realized net
proceeds of roughly $12.5 million, although little of that money
could be accessed by the Debtors.

A123 and certain of its subsidiaries on Aug. 16 also entered into
a Pledge and Security Agreement with Wanxiang in its capacity as
agent, pursuant to which A123 and such subsidiaries granted
Wanxiang, in its capacity as agent, a security interest in
substantially all of their assets, including cash on hand and cash
proceeds of other assets, to secure the Debtors? obligations under
the Wanxiang Bridge Loan Facility and the Wanxiang 8.00%
Convertible Notes.

The Debtors believe that Wanxiang has failed to perfect its
security interests on the Debtors' assets located outside the U.S.
and failed to obtain consents required to have an enforceable
security interest on certain assets located inside the U.S.

Because certain conditions had not been satisfied as of the
Petition Date, the remainder of the Wanxiang Bridge Loan Facility
was not funded nor were the Wanxiang 8.00% Convertible Notes
issued.  As a result, as of the Petition Date, the Debtors owed
Wanxiang only roughly $22.67 million.

The Debtors said Section 6.12 of the Wanxiang Bridge Loan Facility
provides that the Debtors and its non-Debtor subsidiaries must
"maintain on deposit cash in an aggregate amount equal to not less
than" $20 million.  As a result, although as of the Petition Date
the Debtors -- excluding their non-Debtor subsidiaries -- held
roughly $19 million in cash, due to the restrictions of the
Wanxiang Bridge Loan Facility, the Debtors were unable to access
such cash.  Thus, the amount owed to Wanxiang as of the Petition
Date less cash on hand was only roughly $3.67 million.

                       Disputed Wanxiang Fees

The Debtors said Wanxiang may claim entitlement to various penalty
fees and liquidated damages clauses in contracts between Wanxiang
affiliates and the Debtors.  However, none of the penalty
provisions has yet been triggered, Wanxiang would not be able to
collect any of the penalties if its contracts with the Debtors are
rejected under section 365 of the Bankruptcy Code, and the
penalties are unenforceable under any circumstances.  As a result,
the Debtors said Wanxiang's claimed fees should, at a minimum,
pose no barrier to allowing the Court to preserve the status quo
by clarifying that nothing in the proposed Interim Order may be
deemed to have triggered any fees or penalties owed to Wanxiang or
its affiliates.

The Debtors expect that Wanxiang may argue that the DIP financing
from Johnson Controls, and/or a sale of substantially all of the
Debtors' assets, will trigger two penalty provisions in the
Wanxiang Bridge Loan Facility:

     -- Wanxiang may argue that it may recover a so-called
"alternative financing fee" of $13.75 million provided for in the
Wanxiang Bridge Loan Facility.  Obtaining financing from any
lender other than Wanxiang or its affiliates (other than certain
permitted indebtedness, a category which would exclude the
proposed DIP financing) may trigger the Financing Fee.

     -- Wanxiang may argue it is owed a so-called "prepayment
fee".  Under the Wanxiang Bridge Loan Facility, an alternative
financing event that would trigger the Financing Fee would also
trigger the Prepayment Fee.  The Prepayment Fee is calculated at
10% of (i) the principal amount of the outstanding loans to A123
and (ii) the face amount of the outstanding letters of credit
issued to A123 that are backstopped by Wanxiang, which together
are $22.67 million.  Thus, based on the outstanding indebtedness
to A123, the Prepayment Fee would total $2.67 million.

     -- Wanxiang may argue that it should be paid a so-called
termination fee under a Securities Purchase Agreement dated Aug.
16, 2012, between A123 and Wanxiang Clean Energy USA Corp.  A123
may trigger the Termination Fee if, among other potential causes,
it enters into a merger transaction with, or agrees to be acquired
by, any entity other than a Wanxiang affiliate.  The Termination
Fee is equal to the excess (if any) of $9 million over any amount
previously paid by A123 towards the Financing Fee.

In substance, the Penalty Fees effectively award Wanxiang
liquidated damages in the event that the Debtors obtain financing
from, or engage in a strategic transaction with, any party other
than a Wanxiang affiliate.  The Penalty Fees thus serve no purpose
other than punishing the Debtors for entering into transactions
with third parties, A123 pointed out.

                      Great American Appraisal

JCI has made a binding offer to purchase the transportation
business for $125 million, subject to higher and better offers.
The sale is scheduled to close roughly 45 days after the petition
date.  The Debtors will also seek to sell their grid energy
storage and commercial businesses as going concerns.

According to the Debtors, based on a June 30 inventory appraisal
prepared by Great American Group, the orderly liquidation value of
the Debtors' inventory in the U.S., net of liquidation costs, is
$[_________].  Based on a July 19 machinery and equipment
appraisal report also prepared by Great American, the orderly
liquidation value of the Debtors' machinery and equipment in the
U.S., net of liquidation costs, is $[_________].  As of the
petition date, the Debtors are also holding roughly $19 million of
cash.

The Debtors have sought Court permission to file the appraisals
under seal, saying the documents contain operational and financial
information that is of a confidential and commercially sensitive
nature.  The documents have been filed with the Cash Collateral
Motion in a redacted form.

According to A123, although the Debtors are clearly far along a
parth that will lead to the sale of their assets as a going
concern, even the net orderly liquidation value of the Debtors'
assets located in the U.S. and cash on hand exceeds the amount
necessary to secure Wanxiang's disputed fees.  A123 said cash on
hand in the U.S. at either Dec. 9 or Dec. 31 is projected to be
$10 million.  The Debtors said they will be prepared to present
evidence at a hearing that the orderly liquidation value of their
most valuable asset, intellectual property, when combined with the
orderly liquidation value of their other U.S. assets and cash on
hand, far exceeds the amount required for the disputed fees to be
oversecured at Dec. 9 or at Dec. 31.

                         About A123 Systems

Based in Waltham, Massachusetts, 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.

A123 is the recipient of a $249 million federal grant from the
Obama administration.  Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.

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 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012,
with a deal to sell its auto-business assets to Johnson Controls
Inc.  The deal with JCI is valued at $125 million, and subject to
higher offers at a bankruptcy auction.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Debt includes $143.8 million on 3.75% convertible
subordinated notes.  Other liabilities include $22.5 million on a
bridge loan owing to Wanziang.  About $33 million is owed to trade
suppliers.

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  The petitions were signed by
David Prystash, chief financial officer.

Wanxiang America Corporation and Wanxiang Clean Energy USA Corp.
are represented in the case by lawyers at Young Conaway Stargatt &
Taylor, LLP, and Sidley Austin LLP.


ABDIANA A: Can Access Arvest Bank Cash Collateral Until Dec. 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
entered, on Oct. 4, 2012, an agreed order authorizing Abdiana A,
LLC, to use cash collateral, principally rents arising from the
Debtor's real properties in Kansas City, Mo., in which Arvest Bank
asserts an interest, until Dec. 31, 2012, pursuant to a budget.

As of the Petition Date, the Debtor was indebted to Arvest in the
principal amount of $9,279,773, plus interest, late charges, costs
and fees.  As adequate protection, Arvest is granted a first-
priority post-petition lien on the Property and all rents arising
therefrom.

Arvest Bank is represented by:

          Laurence M. Frazen, Esq.
          Elizabeth A. Haden, Esq.
          BRYAN CAVE LLP
          1200 Main Street, Suite 3500
          Kansas City, MO 64105
          Tel: (816) 374-3200
          Fax: (816) 374-3300
          E-mail: lmfrazen@bryancave.com
                  beth.haden@bryancave.com

Abdiana A, LLC, filed for Chapter 11 bankruptcy (Bankr. W.D. Mo.
Case No. 12-44005) on Sept. 25, 2012, estimating at least
$10 million in assets and debts.  Abdiana A's business consists of
ownership and operation of various real properties in Kansas City,
Missouri.  The Debtor is represented by Donald G. Scott, Esq., at
McDowell, Rice, Smith & Buchanan, P.C., in Kansas City, Mo., as
counsel.  Bankruptcy Judge Arthur B. Federman oversees the case.


AEROGROW INTERNATIONAL: 1-for-100 Reverse Split Takes Effect
------------------------------------------------------------
AeroGrow International, Inc., announced the effectiveness of a
1-for-100 reverse split of its common stock.  Shares of AeroGrow
common stock began trading on a split-adjusted basis on the OTCQB
Marketplace at the market open on Oct. 17, 2012.

"The completion of this reverse split marks the last step in the
balance sheet restructuring we have accomplished over the course
of the last year," said Mike Wolfe, President and CEO of AeroGrow.
"Our capital structure is now much simpler and more transparent,
with significantly less debt, making it easier for investors to
understand and value the Company appropriately.  We believe this
reverse split will increase the attractiveness of our stock to
investors and ultimately facilitate the raising of additional
capital to support our growth plans."

The Company's ticker symbol will remain unchanged; however, a "D"
will be appended to the existing AERO ticker symbol (AEROD) for a
period of 20 business days following the effective date to signify
that the reverse split has taken place.  In addition, the
Company's common stock has been assigned a new CUSIP number
(00768m202) to reflect the reverse split.

Effective as of April 11, 2012, the Company's stockholders
approved a proposal authorizing the Company's board of directors
to effect a reverse split of the Company's outstanding shares of
common stock at a ratio of up to 1-for-300.  On July 27, 2012, the
board of directors approved the reverse stock split at a 1-for-100
split ratio, which was publicly announced on Aug. 10, 2012.  On
Oct. 16, 2012, the Financial Industry Regulatory Authority
informed the Company that the reverse split would be effective on
Oct. 17, 2012.

As a result of the reverse split, every 100 shares of the
Company's pre-reverse split common stock will be consolidated
automatically into one share of common stock.  No cash or
fractional shares will be issued in connection with the reverse
split.  Instead, the Company will round up to the next whole share
when issuing post-split shares to stockholders.  The number of
authorized shares of the Company's common stock, par value of the
Company's common stock, and rights of the Company's common
stockholders will not be affected by the Reverse Split.
Proportional adjustments will be made to shares of the Company's
common stock issuable upon exercise or conversion of the Company's
outstanding warrants and stock options in accordance with their
terms.

                          About AeroGrow

Boulder, Colo.-based AeroGrow International, Inc., is a developer,
marketer, direct-seller, and wholesaler of advanced indoor garden
systems designed for consumer use and priced to appeal to the
gardening, cooking, and healthy eating, and home and office decor
markets.

The Company's balance sheet at June 30, 2012, showed $3.86 million
in total assets, $3.63 million in total liabilities and $229,483
in total stockholders' equity.

The Company reported a net loss of $3.55 million for the year
ended March 31, 2012, a net loss of $7.92 million for the year
ended March 31, 2011, and a net loss of $6.33 million for the year
ended March 31, 2010.


ALERIS INTERNATIONAL: S&P Affirms 'B+' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Beachwood, Ohio-based aluminum products manufacturer Aleris
International Inc. (Aleris) and affirmed its 'B+' corporate credit
rating on the company.

"At the same time, we assigned our 'B' issue-level rating (one
notch lower than the corporate credit rating) to the company's
proposed $400 million in senior unsecured notes due 2020. The
recovery rating on the notes is '5', indicating our expectation
for modest (10% to 30%) recovery in the event of a payment
default. We also lowered the rating on Aleris' existing $500
million senior unsecured notes to 'B' from 'B+' and revised the
recovery rating on the notes to '5' from '4'," S&P said.

"The ratings reflect the combination of what Standard & Poor's
considers to be Aleris' 'weak' business risk profile and
'aggressive' financial risk profile," said credit analyst Marie
Shmaruk. "These assessments consider the company's participation
in the highly competitive aluminum industry, which is
characterized by volatile pricing, competitive end markets, and
thin operating margins. Improving demand in the U.S., solid global
aerospace growth, and adequate liquidity somewhat offset these
factors."

"The negative outlook reflects our view that the current
transaction, proceeds from which may be used for a dividend or an
acquisition, is indicative of an aggressive financial policy. Pro
forma for the transaction, leverage will be about 4x and FFO-to-
debt will be below 15%, outside the ranges we expect for the
rating," S&P said.


ALON USA: Moody's Rates Proposed $450-Mil. Term Loan 'B2'
---------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Alon USA Energy,
Inc's (ALJ) proposed $450 million term loan due 2018.
Simultaneously, Moody's affirmed with a stable outlook ALJ's B2
Corporate Family Rating (CFR) and changed its Speculative Grade
Liquidity rating to SGL-2 from SGL-3. In a related action, Moody's
placed Alon Refining Krotz Spring, Inc.'s (ARK) B2 CFR and B2
senior secured notes rating under review for downgrade.

Issuer: Alon Refining Krotz Springs, Inc.

  Downgrades:

    US$216.5M 13.5% Senior Secured Regular Bond/Debenture,
    Downgraded to a range of LGD3, 49 % from a range of LGD3, 45%

  On Review for Possible Downgrade:

    Probability of Default Rating, Placed on Review for Possible
    Downgrade, currently B2

    Corporate Family Rating, Placed on Review for Possible
    Downgrade, currently B2

    US$216.5M 13.5% Senior Secured Regular Bond/Debenture, Placed
    on Review for Possible Downgrade, currently B2

Issuer: Alon USA Energy, Inc.

  Upgrades:

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

  Assignments:

    US$450M Senior Secured Bank Credit Facility, Assigned B2

    US$450M Senior Secured Bank Credit Facility, Assigned a range
    of LGD4, 51%

ALJ has proposed to establish a variable distribution master
limited partnership (MLP) of Alon USA Partners, LP (ALP),
comprising its Big Spring, Texas refinery and associated logistics
assets. Subsequently, ALP's shares would be offered in an initial
public offering (IPO). ALJ has established the parameters and the
structure of the proposed MLP in the Form S-1/A filed with the SEC
on Oct 5, 2012. Proceeds from the new term loan will be used to
repay ALJ's $423 million of outstanding indebtedness under its
existing loan agreement due in June 2013 and for general corporate
purposes. The term loan will originally be secured by a first lien
on all of ALJ's physical assets and a second lien on its working
capital, with the exception of the restricted subsidiaries that
own and operate the Krotz Spring's refinery in Louisiana and the
retail operations in the Southwest US. After the IPO, ALP will
assume $250 million of the principal amount of the new term loan,
with the remaining $200 million expected to be repaid with the
proceeds from the IPO. The $250 million ALP term loan will be
secured by a first lien on all of ALP's physical assets and second
lien on its working capital. Following the MLP IPO, ALJ is
expected to own the general partner of ALP, Alon USA Partners GP,
LLC and approximately 80% of ALP's common LP units, and ALP will
cease to be a guarantor of ALJ's liabilities.

If the anticipated scenario of the IPO of ALP materializes,
Moody's expects to withdraw ALJ's B2 CFR; assign ALP a B2 CFR and
a B2 rating to its $250 million term loan; and potentially
downgrade ARK's B2 CFR and secured note rating to B3.

"While Alon's expected use of ALP's IPO proceeds to reduce
leverage is credit positive, the increased structural complexity
and high payout MLP model being adopted constrains ALJ's Corporate
Family Rating at B2," commented Gretchen French, Moody's Vice
President. "In addition, the impending MLP formation will leave
the weaker performing assets and the rated debt associated with
them, including Krotz Springs Refining and ALJ's California
properties, at a structural disadvantage without the potential
direct support from all of the cash flows from the Big Spring
refinery, which represents the largest source of ALJ's
consolidated cash flow."

Rating Rationale

ALJ's B2 CFR reflects the company's small scale but yet
diversified portfolio of refining and marketing assets and the
inherent volatility and capital intensity of the refining sector.
The rating is supported by the Big Spring refinery's proven
operational track record and favorable geographic location. The
Big Spring refinery, which is ALJ's main refining asset, has
access to discounted WTI crude and local WTS supply and is well
positioned within a product short region, resulting in strong
margins over the last twelve months. Moody's believes that ALJ's
crude sourcing differentials will continue to remain supportive,
but will begin to narrow over the next several years as increased
take away capacity comes on stream. The CFR also benefits from
ALJ's integrated owned/operated retail network, which provides an
estimated $50 million per year durable cash flow. The rating is
restrained by the lower complexity of the Krotz Springs refinery
and its recent weak profitability and low utilization due to lack
of access to cheaper crude sources. ALJ has recently provided the
Krotz Springs refinery with 25,000 barrels per day of discounted
WTI crude supply through a pipeline from Midland, Texas, which has
returned the refinery back to profitability. The Krotz Springs
refinery is still expected to run below its name plate 83,000
bbls/day capacity due to lack of economical supply.

ALJ's stable outlook assumes that the company will continue to
demonstrate consistent operating performance and remain moderately
leveraged on a fully consolidated basis. The stable outlook also
assumes that all future acquisitions and major growth capital
expenditures are adequately funded with equity.

ARK's B2 CFR was placed under review for downgrade in anticipation
of the ALP IPO and the uncertainty regarding future debt levels at
ARK, as any ALP's IPO proceeds in excess of $200 million are
expected to be used to repay debt at ARK. The review for downgrade
reflects the single refinery risk to the stand-alone debt holders,
the erosion of potential direct cash flow support due to the
pending drop down of the Big Spring refinery in the ALP MLP and
concern that despite improvements, profitability and utilization
levels will continue to be constrained relative to potential debt
levels.

Under Moody's Loss Given Default Methodology (LGD), the new term
loan is rated B2, equal to ALJ's CFR. The B2 senior term loan
rating reflects both the overall probability of default rating
(PDR) of B2 and a loss given default of LGD4 - 51%. ARK's secured
notes are currently rated B2, LGD3 -- 49%. The new ALJ term loan
and subsequently ALP term loan will be secured by the property
plant and equipment of the Big Spring refinery. The loan has a
second lien on working capital, while the revolving credit
facility has the first lien on the working capital. ARK's secured
notes have a first lien on the Krotz Springs collateral, whereas
the J. Aron supply and offtake agreement has a first lien on the
Krotz Springs working capital. In the event of a distressed
situation, the term loan and secured notes creditors will need to
rely on the intrinsic value of refineries that operate in very
competitive markets . A ready buyer cannot be assured. It is for
that reason that Moody's considers asset recovery for the term
loan and secured notes to be inferior to that of Alon's revolving
credit facility and the J. Aron supply and offtake agreement at
ARK. Hence, Moody's has incorporated a deficiency assumption for
recovery in Moody's LGD analysis for the term loan and the secured
notes ratings.

ALJ's SGL-2 Speculative Grade Liquidity Rating reflects an
adequate liquidity profile. ALJ's liquidity profile is constrained
by the volatility and cyclicality of the refining business. In
2013, Moody's expects that ALJ's internally generated cash flow
will cover maintenance spending at approximately $68 million per
annum and turnaround expenditures at estimated $14 million per
annum. As of June 30, 2012 the company had $58 million cash on its
balance sheet and $39 million of availability under its $240
million secured revolving credit facility, which matures in March
2016. As of June 30, 2012 ALJ was in compliance with all
maintenance covenants. Moody's expects ALJ will remain in
compliance with its financial covenants, thus ensuring
accessibility to its revolving credit facility.

Alon's liquidity is enhanced by a supply and logistics agreement
whereby J. Aron funds the purchase of crude for the both the Big
Spring and Krotz Springs refineries. This arrangement accounts for
almost all of the refineries' crude supply. Moody's believes there
is little concern these agreements will be canceled by either
party in the near term but if they were, substantial inventory
would need to be financed by ALJ, in a reasonably short time. This
arrangement implies that uncommitted but traditional sources of
capital such as bank revolving credit facilities and trade credit
would be readily available to finance the core assets as they move
back on balance sheet. Alternate liquidity is limited given that
substantially all of the company's assets are pledged.

Moody's could upgrade ALJ's CFR if the company increases its
diversification of cashflows by adding more profitable assets
without significantly increasing leverage or decreasing returns on
capital employed. Moody's could downgrade ALJ's CFR if financial
leverage increases materially due to an acquisition or as a result
of debt funded distributions or share buybacks, or if there is a
prolonged and severe deterioration of regional refining
conditions, or if liquidity deteriorates.

The principal methodology used in rating ALJ and ARK was the
Global Refining and Marketing Industry Methodology published in
December 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Alon USA Energy, Inc. is headquartered in Dallas, Texas.


ALTIER MECHANICAL: Updated Case Summary & Creditors' Lists
----------------------------------------------------------
Lead Debtor: Altier Mechanical Services, Inc.
             4351 35th Street
             Orlando, FL 32811

Bankruptcy Case No.: 12-14074

Chapter 11 Petition Date: October 15, 2012

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

Debtor's Counsel: James H. Monroe, Esq.
                  JAMES H. MONROE, P.A.
                  P.O. Box 540163
                  Orlando, FL 32854
                  Tel: (407) 872-7447
                  Fax: (407) 246-0008
                  E-mail: jhm@jamesmonroepa.com

Scheduled Assets: $688,398

Scheduled Liabilities: $2,872,343

Affiliate that simultaneously filed separate Chapter 11 petition:

   Debtor                              Case No.
   ------                              --------
Altier Properties, LLC                 12-14075
  Assets: $1,405,000
  Debts: $2,270,936

The petitions were signed by Joseph E. Altier, president and
Jodell M Altier, managing member.

A. A copy of Altier Mechanical's list of its 20 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/flmb12-14074.pdf

B. A copy of Altier Properties' list of its three largest
unsecured creditors is available for free at
http://bankrupt.com/misc/flmb12-14075.pdf


AMC ENTERTAINMENT: S&P Affirms 'B' Corp. Credit Rating; Off Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Kansas
City, Mo.-based movie exhibitor AMC Entertainment Holdings Inc.,
including the 'B' corporate credit rating, and removed the ratings
from CreditWatch, where they were placed with developing
implications on May 21, 2012. The rating outlook is stable.

"We affirmed our existing ratings on AMC and removed all ratings
from CreditWatch as a result of our completed review of AMC's
acquisition by Dalian Wanda," S&P said.

"The corporate credit rating reflects our expectation that AMC
will continue to have a high tolerance for financial risk,
leverage will remain high, and the company's unadjusted EBITDA
margin will remain lower than peers'," said Standard & Poor's
credit analyst Jeanne Shoesmith.

"We have not expressly attributed any credit support from parent
company Dalian Wanda, nor assumed any future dividend payout to
Wanda. The company's aggressive financial policy and high debt-to-
EBITDA ratio underpin our view of AMC's financial profile as
'highly leveraged' (based on our criteria). The company's business
profile is 'weak,' given the mature and volatile nature of the
movie exhibition industry, the company's dependence on box office
performance, and its relatively low unadjusted EBITDA margin," S&P
said.

"AMC, the No. 2 exhibitor in the U.S., based on screen count,
owns, operates, or holds interests in 338 theaters with 4,865
screens as of June 28, 2012. AMC has the No. 1 or No. 2 market
share in 15 of the top 25 U.S. markets, aiding capacity
utilization and profitability. However, the company's unadjusted
EBITDA margin, in the low to mid teens, is below average for the
industry because of high-cost leases, reflecting its heavy
reliance on costly lease financing in major urban and other
markets. AMC's earnings before interest, taxes, depreciation,
amortization, and rent (EBITDAR) margin, which is in the low- to
mid-30% area, is comparable with those of peers. Like other
exhibitors, the company is exposed to the risk of increased
competition from the proliferation of entertainment alternatives
such as iTunes and Netflix. In addition, we see the risk that
longer-term performance could suffer from studios releasing films
to premium video-on-demand platforms within the traditional
theatrical release window. AMC has a number of money-losing
theaters, and we do not expect the company will be able to
completely exit these over the near term in an economic manner.
Moreover, we expect adverse structural trends in the industry
could lead to more theaters becoming less profitable, especially
those with more than 24 screens," S&P said.


AMERICAN AIRLINES: Incurs $238 Million Net Loss in 3rd Quarter
--------------------------------------------------------------
AMR Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $238 million on $6.42 billion of total operating revenues for
the three months ended Sept. 30, 2012, compared with a net loss of
$162 million on $6.37 billion of total operating revenues for the
same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $2.13 billion on $18.91 billion of total operating
revenues, in comparison with a net loss of $884 million on $18.02
billion of total operating revenues for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2012, showed $23.92
billion in total assets, $31.30 billion in total liabilities and a
$7.37 billion stockholders' deficit.

"I want to thank my American colleagues for their efforts in
delivering another profitable quarter, excluding reorganization
and special items," said Tom Horton, AMR's chairman and chief
executive officer.  "These results were driven by the best unit
revenue growth in the industry in each month of the quarter, and
by record load factor, as we continue to make progress in our
restructuring for a successful future."

"We have made excellent progress in both increasing revenues and
in reducing costs this quarter.  As a result of having
consolidated operating expenses, excluding special charges, of
$6.2 billion, or 2.7 percent lower than the third quarter of last
year, we saw considerable improvement.  We were able to achieve
operating income and margin of $262 million and 4.1 percent
respectively, excluding special charges," said Bella Goren, AMR's
Chief Financial Officer.  "As our restructuring efforts move
forward, we will continue to realize increasingly greater cost
savings in the coming quarters, and we are on track to achieve our
targeted savings."

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

                        http://is.gd/mkvMhi

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Seeks Early Plan Exclusivity Extension
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although AMR Corp.'s exclusive right to propose a
reorganization plan won't expire until Dec. 28, the parent of
American Airlines Inc. went to bankruptcy court Oct. 16 arm in arm
with the official creditors' committee, requesting a one month
extension of exclusivity until Jan. 28.

According to the report, in their joint request, the committee and
AMR note substantial progress and said they need "additional time
to negotiate the terms of a Chapter 11 plan."  They are also
"pursing their collaborative review of strategic alternatives," a
reference to the idea of merging with US Airways Group Inc.  Aside
from refining the business plan, remaining chores include
concluding new contracts either consensually or by court
compulsion with workers at the American Eagle regional airline
subsidiary.  The company is also talking with the Pension Benefit
Guaranty Corp. about freezing current defined benefit pension
plans.

The report relates that there are also discussions with the
official retirees' committee regarding retiree health and life-
insurance benefits.  AMR said it has taken delivery on 22 new
Boeing 737-800 aircraft since the advent of bankruptcy.  Fourteen
more will be delivered in the next six months, according to court
papers.  The hearing to consider the motion for an enlargement of
exclusivity will be held on Oct. 30.

                      About American Airlines

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

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

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

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

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

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

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

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


AMWEST IMAGING: Delays Form 10-Q for Aug. 31 Quarter
----------------------------------------------------
Amwest Imaging Incorporated was unable to file its quarterly
report on Form 10-Q for the period ended Aug. 31, 2012, in a
timely manner because the Company was not able to complete its
financial statements without unreasonable effort or expense.  The
Company's Quarterly Report will be filed on or before the 5th
calendar day following the prescribed due date.

                            About Amwest

Evansville, Indiana-based Amwest Imaging Incorporated is a
technology company whose primary business is providing
relationship-building tools and processes that help any business
cultivate profitable relationships with customers, all through web
based solutions.  The Company's current portfolio consists of
My Restaurant Web (www.myrestaurantweb.com), Lok Drop
(www.LokDrop.com), Zip Clik (www.ZipClik.com).

The Company's balance sheet at May 31, 2012, showed $1.10 million
in total assets, $327,993 in total current liabilities, and
stockholders' equity of $775,222.

As reported in the TCR on July 5, 2012, Peter Messineo, CPA, in
Palm Harbor, Florida, expressed substantial doubt about Amwest
Imaging's ability to continue as a going concern, following the
Company's results for the fiscal year ended Feb. 29, 2012.
Mr. Messineo noted that the Company has not generated significant
revenues from operations and is requiring traditional financing or
equity funding to commence its operating plan.


ANTHONY A. O'BRIEN: Chapter 11 Case Violates 180-Day Filing Bar
---------------------------------------------------------------
Bankruptcy Judge Arthur I. Harris dismissed the Chapter 11 case
filed by Anthony A. O'Brien, saying Mr. O'Brien violated a prior
order that bars him from seeking bankruptcy protection within a
180-day period.  The judge added that any new case which the
Debtor files before July 17, 2013, will not trigger the automatic
stay.

Mr. O'Brien first sought creditor protection (Bankr. N.D. Ohio
Case No. 12-11174) under Chapter 13 of the Bankruptcy Code on
Feb. 22, 2012.  The next day, creditor Darcy B. Schwartz filed a
motion for relief from stay, which the Court granted on March 19.
On July 17, the Court granted the Debtor's motion voluntarily
dismissing his case. Because the Debtor requested and obtained
voluntary dismissal of his case after a motion for relief from
stay was filed, that dismissal automatically resulted in a 180-day
filing bar.

Mr. O'Brien filed his Chapter 11 bankruptcy petition (Bankr. N.D.
Ohio Case No. 12-17433) on Oct. 10, 2012.

A copy of the Court's Oct. 16, 2012 Memorandum of Opinion is
available at http://is.gd/cUlrpUfrom Leagle.com.


ARTEL LLC: Moody's Assigns 'B3' Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service has assigned initial ratings to Artel
LLC, including a Corporate Family Rating and a Probability of
Default Rating, each of B3. Concurrently, a B2 rating has been
assigned to Artel's planned first lien credit facility, the
proceeds of which will repay existing debt and partially redeem
preferred equity. The rating outlook is stable.

Ratings assigned:

Corporate Family, B3

Probability of Default, B3

$20 million first lien revolver due 2017, B2, LGD3, 42%

$125 million first lien term loan due 2017, B2, LGD3, 42%

Rating Outlook, Stable

Ratings Rationale

The B3 Corporate Family Rating reflects the contract concentration
inherent to Artel's focus on a communications services niche
within the defense contracting space, a modest funded backlog
level, and high financial leverage that will follow the equity
redemption. Further, U.S. budgetary pressures pose an element of
uncertainty for defense contractors. Although the company
possesses few fixed assets within what is typically a more capital
intensive business, Artel has established itself as a services
specialist -- engineering, procuring and delivering to U.S.
military and federal customers secure, reliable communications
worldwide through commercial satellite and land-based network
providers. In 2012, the company's revenues and earnings declined
materially, but a recent contract win (Custom SATCOM Solutions,
"CS2") offers good potential of new task awards and better
earnings ahead. Better earnings will help Artel better cover the
increased cash interest burden from the debt raise. Artel's
contract base and qualifications within the niche should raise
operational cash generation to supportive levels. Procurement
reforms taking hold across the federal contracting sector will
reduce service contractor margin levels in coming years but margin
compression within the niche will probably be less pronounced due
to funding emphasis on intelligence, surveillance and
reconnaissance technologies within defense systems, and the
resulting need for highly secure communications links.

The rating also recognizes partnering arrangements upcoming
(Boeing/Artel Joint Marketing Agreement, "JMA") that will bring
Artel rights to capacity on satellites planned for launch over
2013-2014. Fixed payments associated with JMA could be material
versus the company's existing size and liquidity sources, and
orders are not yet booked. Following its leveraged re-
capitalization, Artel's financial capacity to internally fund the
arrangement's required payments will diminish. JMA offers upside
potential because demand trends for satellite communications
capacity among U.S. military and federal customers have been
strong and should continue growing.

The bank loan facility rating of B2, one notch above the CFR,
reflects that a meaningful level of trade payables (considered to
be unsecured claims per Moody's Loss Given Default Methodology)
would exist in a stress scenario, helping senior secured recovery
prospects.

The stable rating outlook considers an adequate liquidity profile
that gives the company maneuvering room to compete for new task
orders on its largely fixed price, IDIQ contract set. (Under
indefinite delivery/indefinite quantity vehicles, pre-selected
contractors bid for individual task orders as requests are let,
with no minimum procurement level defined.) At transaction close,
the $20 million revolver will be fully available and a good
initial degree of financial ratio covenant headroom is planned. As
well, during the first year of the planned bank loan facility,
scheduled debt amortizations will only total about $3 million, not
stepping up to $6 million until year two (when fixed payments from
the satellite partnering arrangement will commence).

Upward rating momentum would depend on funded backlog growth,
expectation of EBITDA to interest above 2x and expectation of free
cash flow generation from the upcoming partnering arrangements.
Downward rating pressure would follow a weakening liquidity, such
as from tight covenant compliance headroom or low free cash flow
generation.

The principal methodology used in rating Artel, LLC was the Global
Aerospace and Defense Industry Methodology published in June 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Artel, LLC designs and delivers managed network services involving
land-based and commercial satellite capacity to U.S. government
customers. The company is majority owned by the financial sponsors
TPG Growth, LLC and Torch Hill Investment Partners LLC. Over the
twelve months ended September 30, 2012 revenues of the parent
holding company, Artel Holdings, LLC, were about $350 million.


ATP OIL & GAS: Hearing Starts on Bid for Shareholders Committee
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Marvin Isgur was set to convene
a hearing on Oct. 18 to consider whether to appoint an official
committee of shareholders in the Chapter 11 case of ATP Oil & Gas
Corp.

According to the report, shareholders filed papers this month
asking for an official equity committee, where professional fees
would be paid by ATP rather than shareholders named to the
committee.  The shareholders pointed to substantial equity on the
balance sheet published in May, before the Chapter 11 filing in
August.  Among evidence at the hearing, Isgur likely will be told
that the ATP stock closed Oct. 17 at 12.5 cents.  The $1.5 billion
in 11.875% second-lien notes last traded Oct. 17 for 22.25 cents
on the dollar, according to Trace, the bond-price reporting system
of the Financial Industry Regulatory Authority.

The report relates that the shareholders explain the low market
prices as a temporary result of the now-ended moratorium on
drilling in the Gulf of Mexico.  The equity holders mention that
the second-lien debt was sold in April 2010, exactly one day
before the explosion on the Deepwater Horizon drilling rig.  ATP's
official creditors' committee is opposed to having a second
official body.  Unless a pipeline is built to a set of completed
wells known as the Clipper project, the creditors contend "it is
not even clear that the debtor has a viable long-term business,
never mind whether equity is in the money."  The creditors say
there "is simply no budgetary room" to pay lawyers for another
committee.

The report notes that ATP received approval in September for $250
million in new borrowing power as part of a financing that
converts about $365 million in pre-bankruptcy secured debt into a
post-bankruptcy obligation.  Cash was down to $10 million when the
Debtor filed for bankruptcy.  The new financing is being provided
by some of the same lenders owed $365 million on a first-lien loan
where Credit Suisse AG serves as agent.

                           About ATP Oil

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

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

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

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


AVIS BUDGET: Fitch Affirms Low-B Ratings on Two Senior Notes
------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Ratings
(IDR) of Avis Budget Group, Inc. (ABG) and its debt-issuing
subsidiary Avis Budget Car Rental, LLC (ABC) at 'B+' with a
Positive Rating Outlook.  Concurrently, Fitch has affirmed the
senior secured ratings and senior unsecured ratings at 'BB+/RR1'
and 'B+/RR4', respectively.

The affirmations and Positive Outlook reflect the strength of
ABG's dual brand strategy, its leading position in the on-airport
car rental market, successful cost containment initiatives, stable
leverage measured by net corporate debt to adjusted EBITDA, and
solid liquidity for the ratings.

Rating constraints continue to reflect the overall cyclicality in
the car and truck rental industry and the company's reliance on
secured funding.  Vehicle backed and secured debt represented
approximately 80.2% of ABG's total debt as of June 30, 2012
compared to 74.6% one-year prior, as the company has undertaken
additional debt to fund seasonal fleet needs.  Fitch would view an
increase in the proportion of unsecured debt positively, as it
would add to the company's funding flexibility.

Operating performance continues to improve, and the company
reported record earnings for second quarter 2012 (2Q'12).  Vehicle
revenue grew 4% during the first six months of 2012 (6M'12) year
over year as a result of 6% growth in rental days, when excluding
effects of the Avis Europe (AE) acquisition.  Adjusted EBITDA for
2Q'12 continued to benefit from strong used vehicle sale gains,
albeit at lower levels compared to historical highs experienced in
2011.  Fitch believes ABG is on track for strong performance for
the full year 2012 due to the inclusion of results from AE, with
revenues and adjusted EBITDA expected to increase meaningfully.

Fitch considers ABG's overall liquidity profile as strong, given
increased EBITDA and operating cash generation, and improved
access to the capital markets.  Over the last two years, ABG
expanded borrowing capacity on its vehicle conduit facilities and
corporate revolver, which are believed to be sufficient to fund
the business throughout the seasonal peak period.  As of June 30,
2012, the company had $454 million of unrestricted cash, $1.3
billion of availability under its vehicle-backed facilities and
$409 million of availability under its corporate revolver.  Fitch
believes ABG has more than sufficient liquidity to meet upcoming
corporate debt maturities.

ABG's leverage, as measured by net corporate debt to adjusted
EBITDA, net of unrestricted balance sheet debt, was 3.55x at June
30, 2012, on a trailing 12-month (TTM) basis, which is consistent
with 3.54x at June 30, 2011.  Leverage continues to benefit from
strong used car residual values during 2012, though Fitch believes
rental volume growth and improved operating leverage is expected
to offset some normalization of vehicle gains over time.

Rating Drivers and Sensitivities

Positive rating actions would be driven by ABG's ability to
sustain improvements in operating leverage and liquidity, maintain
appropriate capitalization and economic access to funding in the
capital markets, and manage net leverage, as measured by net
corporate debt to adjusted EBITDA within the articulated 3.0x to
4.0x range in the longer term.

Conversely, negative rating actions could result from
deteriorating global economic conditions, which could yield
meaningful declines in passenger travel volumes, hurting revenue
and EBITDA generation and pressuring leverage levels and cushions
on debt covenant ratios.  A decline in ABG's competitive
positioning, as evidenced by reduced market share, could also
yield negative rating actions.

Fitch has affirmed following ratings:

Avis Budget Group, Inc.

  -- Long-term IDR at 'B+'.

Avis Budget Car Rental, LLC

  -- Long-term IDR at 'B+';
  -- Secured term loan at 'BB+/RR1';
  -- Senior secured debt at 'BB+/RR1';
  -- Senior unsecured debt at 'B+/RR4'.

The Rating Outlook remains Positive.


B & T OLSON: Can Use Cash Collateral Until Plan Effective Date
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized B & T Olson Family LLC, in a third interim order, to
use lease income from one of the Debtor's commercial properties
that is encumbered by a deed of trust in favor of Union Bank, to
fund the costs and expenses of its operations at such property,
through the effective date of a confirmed plan of reorganization,
in accordance with a budget.

The Debtor owns certain commercial real property in Snohomish
County, Washington, commonly known as the Team Fitness Building.
In connection with a loan to the Debtor that was originated prior
to the Petition Date, the Bank contends that it holds a first-
position deed of trust encumbering the Property.  The Bank has
filed a proof of claim asserting a total outstanding balance on
its loans of approximately $1,172,980 as of the Petition Date.

As adequate protection, the Bank will continue to hold, and is
granted, on a interim basis, a replacement lien encumbering leases
and subleases in the Property entered into following the Petition
Date, and the rents generated therefrom.

To the extent the interests of the Bank are not adequately
protected by the Interim Replacement Liens and other provisions of
the Third Interim Order, the Bank will retain its right to seek
allowance of a claim under 11 U.S.C. Sec. 507(b).

The Debtor's use of the Bank's Cash Collateral will terminate
automatically upon (i) the conversion of the Debtor's bankruptcy
case to one under Chapter 7 of the Bankruptcy Code, or (ii) the
appointment of a Chapter 11 trustee, or (iii) entry of any order
of the Court otherwise terminating the Debtor's authority to use
the Bank's Cash Collateral.

                      About B&T Olson Family

Based in Snohomish, Washington, B&T Olson Family LLC filed for
Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-14352) on
April 26, 2012, in Seattle on April 26, 2012.  B&T Olson disclosed
$18.3 million in assets and $17.5 million in assets in its
schedules.  The Debtor owns six properties in Lake Stevens,
Stanwood, and Camano Island, Washington.  Four properties worth
$16 million secure $12 million of debt to Opus Bank.  Brett T.
Olson and Christina L. Olson own the Debtors.

Judge Karen A. Overstreet oversees the case.  James L. Day, Esq.,
and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP,
in Seattle, Wash., serve as the Debtor's counsel.

Joseph A.G. Sakay, Esq., and Eric D. Lansverk, Esq., at Hillis
Clark Martin & Peterson P.S., in Seattle, Washington, represent
Opus Bank as counsel.  Michael C. Oiffer, at KeyBank Law Group, in
Tacoma, Washington, represents KeyBank National Association as
counsel.


B & T OLSON: Claims Plan Satisfies Absolute Priority Rule
---------------------------------------------------------
B&T Olson Family LLC advises the Bankruptcy Court that it intends
to modify its First Amended Plan of Reorganization.

The proposed modifications are:

    A. Class 1 (Opus Bank)

      Under the Plan as filed with the Court, the Olsons were to
      convey the Olsons' Residence to Opus via a deed in lieu of
      foreclosure.  The Olsons' Residence is now being sold, with
      the sale set to close on or before Oct. 17, 2012, for a sale
      price of $3.4 million.  The Debtor proposes to amend Section
      IV.B.1.e of the Plan such that in the event of a sale all
      net proceeds will be distributed to Opus Bank from closing.

   B. Class 6 (General Unsecured Claims)

      Brett and Tina Olson, the Debtor's members, hold a claim in
      Class 6.  Opus Bank has objected to the payment of such
      claim on the basis that it violates the absolute priority
      rule.

      The Debtor proposes to amend Section IV.B.6.b of the Plan,
      as follows: All Class 6 Claims will be paid in full in two
      payments, which will be due on the 10th day of the 12th and
      the 18th full month following the Effective Date, provided
      that each holder of a Class 6 Claim that is not an Insider
      will be paid in full prior to any distributions being made
      to a holder of a Class 6 Claim that is an Insider.  The
      Debtor will make no distributions on the Class 6 Claim of
      the Olsons until January 2018, at which time the Debtor will
      be authorized to make payment on such claim as it deems
      appropriate so long as all other payments then due and
      payable under the Plan are timely paid in full.

                          Plan Objections

Opus filed objections to the First Amended Plan, citing:

   1. The Plan is not feasible as it does not provide funding
      sufficient to pay the obligations contemplated in the Plan.

   2. The Debtor has failed to demonstrate that its proposed
      reorganization is in the best interests of the creditors or
      secured creditors.

   3. The Plan allows payments to the Managing Members even though
      it will not pay dissenting creditors in full.  This violates
      the absolute priority rule and makes the plan unfeasible.

   4. The Plan contains two different "cram down" provisions that
      shift the risk to Opus Bank.  This violates both the "fair
      and equitable" standard, as well as the unfair
      discrimination test and makes the Plan unconfirmable.

KeyBank National Association also objected to the confirmation of
the Debtor's First Amended Plan, citing:

   1. The Debtor has failed to classify KeyBank's unsecured claim
      component under Class 6 (the Class of general unsecured
      creditors) or otherwise.  KeyBank filed a proof of claim in
      the amount of $2,200,923 but the the total disposition of
      its collateral is $1,488,000, updated as of Sept. 20, 2012,
      resulting to a deficiency claim of approximately $712,923.

   2. The Plan does not satisfy the best interests of creditors
      requirement of Section 1129(a)(7) which requires that each
      creditor will receive at least as much under the Plan as it
      would receive in a Chapter 7 liquidation.

   3. KeyBank has voted to reject the Plan.  The Plan fails to
     satisfy Section 1129(a)(8).

   4. The Plan is not feasible.  KeyBank says the unaudited cash
      flow projections attached to the Disclosure Statement are
      unsupported by any facts or other evidence to assist a
      creditor to make any reasonable determination whether the
      Plan offers any prospect for success.

                        Debtor's Responses

With respect to Opus' objections, the Debtor claims that Opus
relies heavily on purported appraisals which are both low and
unreliable.  That reliance is misplaced and the conclusions of
those appraisals should be disregarded.  According to the Debtor,
Opus Bank wholly ignores, without any apparent justification, the
income derived from the addition of an Alfy's Pizza restaurant in
the Port Susan building.   The Debtor asserts that the Plan
satisfies the absolute priority rule in that all classes of
creditors will be paid in full.  The fact that the Olsons are
insiders does not negate their right to receive distributions as
general unsecured creditors.

With respect to KeyBank's objection, the Debtor asserts, "Using
the "as is" values from the bank's appraisals, the amounts owing
the bank equate almost exactly to the value of the bank's
collateral.  However, using the appraiser's "disposition" value,
which is arrived at by simply taking a 20% discount off of the as
is value, a deficiency results.

                      About B&T Olson Family

Based in Snohomish, Washington, B&T Olson Family LLC filed for
Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-14352) on
April 26, 2012, in Seattle on April 26, 2012.  B&T Olson disclosed
$18.3 million in assets and $17.5 million in assets in its
schedules.  The Debtor owns six properties in Lake Stevens,
Stanwood, and Camano Island, Washington.  Four properties worth
$16 million secure $12 million of debt to Opus Bank.  Brett T.
Olson and Christina L. Olson own the Debtors.

Judge Karen A. Overstreet oversees the case.  James L. Day, Esq.,
and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP,
in Seattle, Wash., serve as the Debtor's counsel.

Joseph A.G. Sakay, Esq., and Eric D. Lansverk, Esq., at Hillis
Clark Martin & Peterson P.S., in Seattle, Washington, represent
Opus Bank as counsel.  Michael C. Oiffer, at KeyBank Law Group, in
Tacoma, Washington, represents KeyBank National Association as
counsel.


B.T.T. LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: B.T.T., LLC
        5619 East Paradise Avenue
        Scottsdale, AZ 85254

Bankruptcy Case No.: 12-22596

Chapter 11 Petition Date: October 15, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Kelly Singer, Esq.
                  QUARLES & BRADY LLP
                  One Renaissance Square
                  Two N. Central Avenue
                  Phoenix, AZ 85004
                  Tel: (602) 229-5620
                  Fax: (602) 420-5026
                  E-mail: kelly.singer@quarles.com

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

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

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

The petition was signed by George Gindo, managing member.


BACK YARD BURGERS: Files Bankruptcy With Pre-Negotiated Plan
------------------------------------------------------------
Back Yard Burgers Inc. and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-12882) on Oct. 17.

Back Yard Burgers said the Chapter 11 filing its the final phase
of a plan to restructure debt, reduce operating expenses, and
position the company to grow its business, including opening more
locations throughout its targeted markets domestically and
internationally.

The restructuring plan has the support of both the Company's
majority owner and secured lender.

"We are pleased to have reached an agreement with both our
majority owner and our lender that will allow Back Yard Burgers to
strengthen our financial core and position the Company to reinvest
in our business, improve the customer experience and open new
locations," said James E. Boyd, Jr., the Company's Chief Executive
Officer.  "This agreement is the culmination of an ongoing plan to
improve the Company's operations by restructuring debt, addressing
underperforming locations and identifying opportunities for
growth.

"As always, our entire focus is on finding new ways to improve our
business by better serving our customers, either with more menu
options, the most comfortable restaurants, or new locations,"
Mr. Boyd said.  "The plan we are announcing today will ensure Back
Yard Burgers can continue providing high-quality food with our
signature big and bold backyard taste for years to come."

To implement the agreement, the Company filed a pre-negotiated
Chapter 11 reorganization plan with the U.S. Bankruptcy Court for
the District of Delaware on Oct. 17.  The filing does not include
franchise-owned locations. Having already obtained the consent of
its secured lender, the Company anticipates the restructuring
process will be completed in early 2013.

Additionally, the Company's majority owner has committed to
provide additional financing to support operations during this
process.  The financing requires Court approval.

"Having an agreement with two of our major stakeholders provides
an increased level of certainty that we thought was important, for
not only the Company and our customers, but for our loyal
employees and business partners," Mr. Boyd said.

The Company has requested Court authority to pay vendors it deems
critical to its business for goods and services provided prior to
the Oct. 17 filing date, as long as the vendors agree to continue
current terms.  All ongoing suppliers will be paid for goods and
services provided on or after the Oct. 17 filing date.

Operations are expected to continue as normal during this process,
locations remain open, and operators of the approximately 65
franchise locations can continue to rely on Back Yard Burgers for
support.  Additionally, the Company continues to accept requests
for new franchise locations.

Back Yard Burgers previously completed the operational phase of
its restructuring, which included a comprehensive review of all of
the Company's more than 40 restaurants, as well as operational
efficiencies at the corporate level.  The review recently resulted
in the closure of 19 Company-owned locations due to
underperformance and prohibitive costs.  Back Yard Burgers is
continuing to review the performance of all locations to ensure
they are operating efficiently and supporting the Company's
overall financial goals.

"Like any company in this challenging economy, we had to make the
difficult decision to close underperforming locations in order to
focus our resources and vision for the future on the rest of the
business," Mr. Boyd said.

Cole Epley, staff writer at Memphis Business Journal, reports that
wholly owned subsidiaries BYB Properties, Nashville BYB and Little
Rock Back Yard Burgers were also included in the filing.

According to Memphis Business Journal, Back Yard Burgers has
closed six restaurants in Memphis along with eight stores in
Arkansas and one in Jackson, Tenn.  Last week, the company closed
four Nashville-area restaurants, bringing the total to 19
shuttered locations.

The report notes high lease rates were one factor contributing to
the financial inefficiencies of the 19 closures, according to the
company CEO.

Business Journal relates Back Yard Burgers' majority owner and its
secured lender have each agreed to the terms of the restructuring
plan, which affects only company-owned locations, company
officials reported.

Back Yard Burgers -- http://backyardburgers.com/-- operates and
franchises quick-service restaurants in 20 states, primarily in
markets throughout the Southeast region of the United States. The
restaurants specialize in charbroiled, freshly prepared, great-
tasting food. As its name implies, Back Yard Burgers strives to
offer the same high-quality ingredients and special care typified
by outdoor grilling in the backyard. Its menu features made-to-
order gourmet Black Angus hamburgers and chicken sandwiches
charbroiled over an open flame, fresh salads, chili, and other
specialty items, including hand-dipped milkshakes, fresh-made
lemonade, and fresh-baked cobblers.


BACK YARD BURGERS: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Back Yard Burgers, Inc.
        500 Church Street
        Suite 200
        St. Clouds Building
        Nashville, TN 37219

Bankruptcy Case No.: 12-12882

Affiliates that simultaneously sought Chapter 11 protection:

     Debtor                   Case No.
     ------                   --------
BYB Properties, Inc.                 12-12883
Nashville BYB, LLC                   12-12884
Little Rock Back Yard Burgers, Inc.  12-12885

Type of Business: Back Yard Burgers, Inc., operates and franchises
                  more than 150 of its signature fast food
                  restaurants in nearly 20 southern and midwestern
                  states. The eateries are known for their made-
                  to-order charbroiled hamburgers from 100% Black
                  Angus beef. Its menu also includes chicken
                  sandwiches, chili, milkshakes, salads and
                  cobbler. Most of its restaurants offer both
                  dine-in and drive-through service. Franchisees
                  own and operate more than two-thirds of its
                  locations.

Chapter 11 Petition Date: Oct. 17, 2012

Court: U.S. Bankruptcy Court
       District of Delaware

Judge: Peter J. Walsh

Debtors'
Counsel:     Dennis A. Meloro, Esq.
             GREENBERG TRAURIG
             The Nemours Building
             1007 North Orange Street
             Suite 1200
             Wilmington, DE 19801
             Tel.: 302-661-7000
             Fax : 302-661-7360
             E-mail: melorod@gtlaw.com

Debtors'
Special
Conflicts
Counsel:     SAUL EWING LLP

Debtors'
Real
Estate
Advisor:     GA KEEN REALTY ADVISORS

Debtors'
Claims and
Noticing
Agent:       RUST CONSULTING/OMNI BANKRUPTCY

Lead Debtor's
Estimated Assets: $1 million to $10 million

Lead Debtor's
Estimated Debts:  $10 million to $50 million

The petition was signed by James E. Boyd, Jr., chief executive
officer.

Back Yard Burgers, Inc.'s List of Its 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
GORDO FOOD SERVICE, INC.           Trade Payable         $394,488
Payment Processing Center
Dept. Ch 10490
Pelatine, IL 60055-0490

TENNESSEE DEPT OF REVENUE          Trade Payable         $150,562

RIGHT PLACE MEDIA, LLLC            Trade Payable          $60,737

BEN KEITH FOODS                    Trade Payable          $48,379

MS. STATE TAX COMMISSION           Trade Payable          $41,058

SPRINGFIELD GROCER COMPANY         Trade Payable          $38,227

MEMPHIS LIGHT, GAS AND WATER       Trade Payable          $36,737

CONCEPT TECHNOLOGIES               Trade Payable          $35,618

ARKANSAS REALTY DEVELOPMENT        Trade Payable          $24,900

ENTERGY                            Trade Payable          $23,238

REALTY INCOME                      Trade Payable          $22,744

THOMAS AND THORNGREN, INC.         Trade Payable          $19,948

HOMETOWN DEVELOPMENT INC.          Trade Payable          $16,000

DICKSON FLAKE PARTNRS, INC.        Trade Payable          $15,958

PARK PLAZA MALL CMBS, LLC          Trade Payable          $14,442

MEMPHIS MECHANICAL SERVICES        Trade Payable          $12,974

BENJAMIN D. & LAURIE H. RASNER     Trade Payable          $12,800

GENIE PLACE, LLC                   Trade Payable          $12,109

DEPT. OF FINANCE AND ADMIN.        Trade Payable          $11,142
WITHHOLDING UNIT

TOM AND PAT LIVINGSTON             Trade Payable          $11,091

HERMITAGE COMMONS II, LLC          Trade Payable          $10,966

64 & 65 PARTNERSHIP                Trade Payable          $10,500

LESTER'S BYB JOINT VENTURE I       Trade Payable           $9,097

LESTER'S BYB JOINT VENTURE IV      Trade Payable           $8,922

C&L PROPERTIES INC.                Trade Payable           $8,499

LESTER'S BYB JOINT VENTURE II      Trade Payable           $7,958

CHAIN RESTAURANT SOLUTIONS         Trade Payable           $7,876

DPI GROUP                          Trade Payable           $7,726

RADIANT SYSTEMS                    Trade Payable           $7,678

BAKER STOREY MCDONALD              Trade Payable           $7,621
PROPERTIES, INC.


BWAY HOLDING: S&P Affirms 'B' Corp. Credit Rating: Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit ratings on Atlanta-based BWAY Parent Co. Inc., BWAY Holding
Co., and all rated subsidiaries (collectively, BWAY). "At the same
time, we removed all ratings from CreditWatch with developing
implications, where we had placed them on Oct. 5, 2012, following
the announcement that Platinum Equity had entered into a
definitive agreement to acquire the company. The outlook is
stable," S&P said.

"At the same time, we assigned our 'B' issue-level rating to
BWAY's $430 million senior secured term loan. The recovery rating
is '3', indicating our expectation of meaningful recovery (50% to
70%) in the event of a payment default. We also assigned our
'CCC+' issue-level rating and '6' recovery rating to BWAY's $375
million senior payment-in-kind (PIK) toggle notes. The '6'
recovery rating indicates our expectation of negligible recovery
in the event of a payment default. Our 'CCC+' issue-level and '6'
recovery rating on BWAY's existing senior unsecured notes remain
unchanged," S&P said.

"The ratings on BWAY reflect our expectation of highly leveraged
financial measures, the company's very aggressive financial
policies, exposure to volatile resin costs, and key industry
risks, such as weak demand in the housing and industrial end
markets," said Standard & Poor's credit analyst Henry Fukuchi.
"The company's good profitability and cash flow, market share
gains from recent acquisitions, benefits from plant
rationalization, favorably structured contracts, and cost-
reduction efforts partly offset these weaknesses. We characterize
BWAY's business risk profile as 'fair' and its financial risk
profile as 'highly leveraged.'"

"BWAY's acquisition by Platinum Equity does not affect our view of
the company's very aggressive financial policies. Our forecast
incorporates our expectation that new ownership will approach
shareholder rewards such that the company remains highly
leveraged. We also expect the company to continue its strategy of
industry consolidation through bolt-on acquisitions, primarily
funded through cash flow and revolver borrowings," S&P said.

"The outlook is stable. The company has meaningfully increased
debt as part of the acquisition by Platinum Equity and now has
limited capacity for deterioration in operating performance at the
ratings. Nevertheless, we believe BWAY's steady profitability and
ability to generate free cash flow should support a financial
profile consistent with the ratings," S&P said.

"We could lower the ratings if operating performance deteriorates
modestly from current levels and the company's FFO to total
adjusted debt drops below 10%. Such a scenario could result from
continued increases in resin costs or weaker demand trends in key
end markets. In such a scenario, EBITDA margins could decrease by
100 basis points or revenue could decline by about 5%. A downgrade
is also possible if leverage increases for other reasons,
including shareholder distributions or debt-funded acquisition
activity," S&P said.

"We could consider a modest upgrade if the company can improve its
FFO to total adjusted debt ratio to more than 15% consistently and
approach future growth spending and shareholder distributions in a
credit-supportive manner. This could happen if EBITDA margins
increase about 200 basis points from current levels with at least
10% volume growth. The company could achieve such a scenario if it
benefits from efficiency initiatives, pricing gains, and easing
raw material cost pressures, along with a cyclical recovery in the
housing market. The rating does not factor in large acquisitions
because we expect BWAY to continue to limit acquisitions to bolt-
on transactions to extend product lines or geographic reach," S&P
said.


CANYON HOLDING: Case Summary & 5 Unsecured Creditors
----------------------------------------------------
Debtor: Canyon Holding, LLC
        6823 E Montreal Pl
        Scottsdale, AZ 85254-2126

Bankruptcy Case No.: 12-22571

Chapter 11 Petition Date: October 15, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Carlos M. Arboleda, Esq.
                  ARBOLEDA BRECHNER
                  4545 E. Shea Blvd., #120
                  Phoenix, AZ 85028
                  Tel: (602) 482-0123
                  Fax: (602) 482-4068
                  E-mail: arboledac@abfirm.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 five largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/azb12-22571.pdf

The petition was signed by Derek Stebner, manager/member.


CHINA EXECUTIVE: Kaien Liang Discloses 69.6% Equity Stake
---------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Kaien Liang, Pokai Hsu, Tingyuan Chen, et al.,
disclosed on Oct. 16, 2012, that they beneficially own 15,895,500
shares of common stock of China Executive Education Corp.
representing 69.61% of the shares outstanding.

On Oct. 16, 2012, the Reporting Persons and Beyond Extreme
Training Corp., a Nevada corporation recently formed by the
Reporting Persons, filed a Schedule 13E-3 with the SEC announcing
their intention to cause BETC to merge with the Company in a
"short-form" merger under Section 92A.180 of the Nevada Revised
Statute.  Pursuant to a Contribution Agreement by and between the
Reporting Persons and BETC dated as of Oct. 16, 2012, the
Reporting Persons agreed to contribute their shares of Common
Stock to BETC immediately prior to the Merger, upon the completion
of which BETC will hold approximately 90.06% of the outstanding
shares of Common Stock.  Upon the effective date of the Merger,
each share of Common Stock (other than shares held by BETC and
shares with respect to which dissenters' rights have been properly
exercised and not withdrawn or lost) will be cancelled and
automatically converted into the right to receive $0.324 in cash,
without interest.  The total amount of funds expected to be
required by BETC to pay the aggregate merger consideration for the
outstanding shares of Common Stock, and to pay related fees and
expenses, is estimated to be approximately $896,000.  The
Reporting Persons will provide the necessary funding to BETC with
cash on hand.  Because the Reporting Persons intend to provide the
necessary funding for the Merger, BETC has not arranged for any
alternative financing arrangements.  The Merger will not be
subject to any financing conditions.

A copy of the filing is available at:

                       http://is.gd/4CC1nC

                      About China Executive

Hangzhou, China-based China Executive Education Corp. is an
executive education company with operations in Hangzhou and
Shanghai, China.  It operates comprehensive business training
programs that are designed to fit the needs of Chinese
entrepreneurs and to improve their leadership, management and
marketing skills, as well as bottom-line results.

Albert Wong & Co, in Hong Kong, China, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has accumulated deficits as at Dec. 31, 2011, of $17,466,892
including net losses of $5,478,202 for the year ended Dec. 31,
2011, which raised substantial doubt about the Company's ability
to continue as a going concern.

The Company reported a net loss of US$5.47 million in 2011,
compared with a net loss of US$8.54 million in 2010.

The Company's balance sheet at March 31, 2012, showed US$10.14
million in total assets, US$27.32 million in total liabilities and
a US$17.17 million total stockholders' deficiency.


CIRCUS & ELDORADO: Settles With Black Diamond on Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Circus & Eldorado Joint Venture reached a settlement
with noteholder Black Diamond Capital Management LLC designed to
allow the operator of the Silver Legacy Resort Casino in Reno,
Nevada, to win approval of the Chapter 11 reorganization at an
Oct. 22 confirmation hearing.

According to the report, before the Chapter 11 filing, the casino
worked out a plan with noteholders to restructure the $142.8
million in 10.125% senior secured notes that matured March 1.  The
casino is a joint venture between MGM Resorts International and
Eldorado Resorts LLC.  The casino said the plan had support from a
"substantial portion" of the holders of the notes.  When the votes
were tallied on Sept. 7, the noteholders voted the plan down given
"no" votes from Black Diamond, which sought permission to file a
plan of its own.

The report relates that the casino responded with papers to impose
sanctions on Black Diamond and disregard its "no" vote.  The
casino sought sanctions for what it called Black Diamond's
unauthorized and veiled attempt to solicit votes against the plan.

The report notes that negotiations ensued, where both sides
dropped claims against the other.  In addition to supporting the
plan, Black Diamond agreed to pay the casino $325,000,
representing legal expenses incurred in the effort to knock out
Black Diamond's opposition vote.  Black Diamond said it owned "in
excess" of one-third of the notes.  The casino's plan has
alternatives depending on whether it's accepted by noteholders.

According to Bloomberg, if they vote "yes," they receive about
$92.8 million cash plus a new second-lien note for $27.5 million,
equaling a predicted 88.8% recovery.  If noteholders vote down the
plan and it were implemented using the so-called cramdown process,
the recovery would be $11.2 million in cash and a new note for
$131.6 million at 7.3% interest.  There were votes in favor of the
plan by two classes of unsecured creditors being paid in full on
about $5 million in claims.  The casino said that unsecured
creditors could vote because they weren't receiving interest on
their claims.

The Bloomberg report discloses that the owners are also making new
capital contributions.  The notes traded Oct. 16 for 86.75 cents
on the dollar, according to Trace, the bond-price reporting system
of the Financial Industry Regulatory Authority.

                     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.


COMMUNITY MEMORIAL: Plan Hearing Adjourned to Oct. 19
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan has
adjourned the hearing to consider confirmation of the Liquidating
Plan of Community Memorial to Oct. 19, 2012, at 2:00 p.m., to
allow all parties-in-interest to resolve the issues presented in
the plan objections prior to the confirmation hearing.

The Court is advised that six objections to the Plan were filed by
the following parties: (i) the United States of America, on behalf
of its agencies, the United States Department of Agriculture, the
Department of Health and Human Services' Centers for Medicare &
Medicaid Services, and the Internal Revenue Service; (ii) the
Pension Benefit Guaranty Corporation; (iii) the Michigan
Department of Licensing and Regulatory Affairs, Unemployment
Insurance Agency; (iv) the United States Trustee; (v) the Michigan
Department of Community Health; and (vi) the Michigan Department
of Treasury.

Community Memorial Hospital filed a combined plan of liquidation
and disclosure statement with the U.S. Bankruptcy Court for the
Eastern District of Michigan on July 27, 2012.  On Aug. 1 2012,
the Court granted preliminary approval of the Disclosure
Statement.

The Plan of Liquidation provides, inter alia, for the
establishment of a liquidating trust.  The proposed Liquidating
Trust Agreement was filed with the Court on Aug. 17, 2012.

Daniel M. McDermott, U.S. Trustee for Region 9, asks the
Bankruptcy Court to deny the confirmation of the Plan and
Disclosure Statement of the Debtor, as such are presently
constituted, citing:

  A. Proposed Releases and Injunction

   1. Pursuant to 11 U.S.C. Section 1141(d)(3), Debtor will not
      receive a discharge, if the proposed Liquidating Plan is
      confirmed.  "To the extent that Plan paragraphs 7.6.2 and
      7.6.3 attempt to discharge, release, enjoin, or waive any
      liability of Debtor, such attempt violates 11 U.S.C. Section
      1141(d)(3)."

   2. The non-debtor discharge/release/injunction/waiver provision
      in inappropriate.

   3. The proposed releases and injunction in paragraphs 7.6.2 and
      7.6.3 also violate 11 U.S.C. Section 1129(a)(7), the Best
      Interests Test.  Additionally, the proposed releases and
      injunction in paragraphs 7.6.2 and 7.6.3 violate 28 U.S.C.
      Section 1341, the Tax Injunction Act, and 26 U.S.C. Section
      7421, the Anti-Injunction Act.

   4. Paragraphs 2.2.3, 2.2.4, and 2.2.5 of the proposed Plan of
      Liquidation provide that less than full payment, of the
      claims dealt with in such paragraphs, will nonetheless
      constitute "full satisfaction [of such claims], discharge,
      and release [of presumably Debtor and the Released Parties."
      Such provisions are inappropriate for the same reasons that
      the releases and injunction in paragraphs 7.6.2 and 7.6.3
      violate 11 U.S.C. Section 1141(d)(3), fail to qualify for
      the Dow Corning exception to 11 U.S.C. Section 524(e) and
      violate the Best Interests Test.

  B. Proposed Exculpation

   1. The existence of exculpatory contracts in bankruptcy cases
      violate public policy.

   2. Trustees are normally required to post a bond or obtain
      insurance to protect the beneficiaries of the trusts they
      administer.  Given the proposed exculpation provision, the
      proposed Liquidating Trustee in this case may believe no
      bond is needed.  A better overall solution is the
      elimination of the exculpation provision and a requirement
      that the trustee and all professionals post adequate bonds
      or rely upon their insurance coverage.  The Debtor is
      obviously in no need of exculpation as it shortly will cease
      to exist.

  C. Proposed Indemnification

    * Since allowing indemnification clauses could encourage
      professionals to ignore the standard of care required to be
      exercised in their work in bankruptcy cases, and would
      impair the ability of their debtor clients to recover on
      behalf of the creditors if the professional fails to perform
      its duties, courts should and do prohibit indemnification of
      professionals in bankruptcy cases.

  D. Monthly Reports and U.S. Trustee Fees

   1. The United States Trustee requests that any Order Confirming
      Plan contain language that affirmatively requires the
      Liquidating Trust to perform its obligation to timely file
      with the Court and serve upon the U.S. Trustee, post-
      confirmation, monthly disbursement reports until such time
      as the case is closed, dismissed or converted.

   2. The United States Trustee also requests that any Order
      Confirming Plan contain language that affirmatively requires
      the Liquidating Trust to perform its obligation to timely
      pay quarterly fees to the United States Trustee, based on
      all distributions made by the Liquidating Trust, for each
      quarter or partial quarter that the case is pending until
      such time as the case has been converted, dismissed or
      closed by the Bankruptcy Court.

                 About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., and Shawn M. Riley, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio; and Jayson Ruff, Esq.,
at McDonald Hopkins LLC, in Bloomfield Hills, Michigan, represent
the Debtor as counsel.  The Debtor's financial advisor is Conway
Mackenzie Inc.  The Debtor disclosed $23,085,273 in assets and
$26,329,103 in liabilities.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.

McLaren Health Care Corporation proposed to acquire substantially
all of the Debtor's operating assets at its primary hospital
campus, for $5,000,000, plus (2) all amounts required for the
Debtor to cure and assume the assigned Assumed Contracts and
Leases.

Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a
five-member official committee of unsecured creditors in the
Chapter 11 case of Community Memorial Hospital.

Michael S. McElwee, Esq., at Varnum LP, in Grand Rapids, Michigan,
represents the Unsecured Creditor's Committee as counsel.


CSX CORP: Moody's Raises Preferred Stock Shelf Rating to (P)Ba1
---------------------------------------------------------------
Moody's Investors Service raised the senior unsecured debt rating
CSX Corporation ('CSX') and its subsidiaries to Baa2 from Baa3.
The ratings outlook is stable. In a related action, Moody's raised
the senior unsecured debt rating of Consolidated Rail Corporation
('CRC') to Baa2 from Baa3. CRC's rating outlook is stable.

Ratings Rationale

The upgrade of CSX's ratings considers Moody's expectation that
the company will sustain an operating ratio in the low-70% range
and good cash flow generation through the economic cycle despite
the potential for economic pressures to constrain top line growth.
The rating action also considers that CSX will maintain a prudent
financial policy, with dividends and share repurchases being
largely funded with free cash flow rather than through incremental
borrowing. The company has maintained an operating ratio (1 minus
operating margin) of close to 70% since 2009, which is a
significant improvement over the approximately 75% ratio that CSX
maintained prior to that period. Driven by the higher margins, CSX
has been able to generate operating cash flow in excess of $3.5
billion annually, which amply covers the substantial level of
capital expenditures (over 20% of revenue) that CSX spends on its
network. This is important to sustain the strong service levels
that are necessary to support solid growth at good pricing. As a
result, Moody's expects that CSX's credit metrics will continue to
map well against Baa2 rated companies: Debt to EBITDA of 2.5
times, EBIT to Interest of over 5 times, and Retained Cash Flow to
Debt in excess of 20%.

Moody's believes that the operating improvements that CSX has
achieved over the last several years will help to mitigate certain
challenges that most Class I railroads will face in the near term.
Most importantly, almost one-third of CSX's revenue is derived
from its coal freight franchise, which has experienced a dramatic
drop in freight volume (approximately 15% YTD through September
2012, versus prior year) due primarily to lower demand by
customers in the utility sector. However, the loss of coal revenue
in 2012 has largely been offset by growth in other freight
segments -- intermodal, lumber/paper, and automotive in particular
-- as well as continued yield (revenue per unit) growth in all
freight sectors.

The ratings also take into consideration the share repurchase
initiatives, which has been moderated recently after several years
of an aggressive shareholder return policy. Since the end of 2009,
CSX has repurchased approximately $3.5 billion of its shares -- an
amount that equals almost twice the company's free cash flow over
that period. CSX supplemented funding for these repurchase through
use of exceptionally high cash balances at the start of this
period (over $1 billion in 2010) as well as increased debt.
However, although CSX's debt increased by approximately 15% over
this period, the company's revenue growth at strong margins has
been effective at keeping Debt to EBITDA in the 2.4-2.6 times
range throughout. More recently, CSX has slowed its pace of share
repurchases: only $500 million in the YTD September 2012 period,
versus approximately $1.6 billion in the same period in 2011.
Going forward, Moody's expects that CSX will continue to make use
of share repurchase practices, but at levels that will not likely
result in a material increase in leverage or reduction in
liquidity. Moreover, in the event of an industry downturn, Moody's
believes that the company will reduce share repurchase activities
in order to conserve capital, as it had done in the 2009
recession.

The upgrade of Consolidated Rail Corporation's rating primarily
reflects the improvement of CSX's credit fundamentals.
Consolidated Rail Corporation ('CRC') is a wholly-owned subsidiary
of Conrail, Inc that (through so-called 'Shared Assets Areas')
provides switching and terminal operations for the joint and
exclusive benefit of Norfolk Southern Railway Company ('NSR') and
CSX Transportation, Inc. ('CSXT'). Norfolk Southern Corporation
('Norfolk Southern') and CSX Corporation indirectly have a 58% /
42% ownership interest (respectively) and 50% / 50% voting
interest in Conrail, Inc. The drivers of CRC's ratings are the
lease agreements, which are direct obligations of its owners, as
well as the importance of the use of CRC's Shared Assets Areas to
NSR and CSXT. Moody's currently assigns its senior unsecured
rating of CRC at the same level as the senior unsecured rating of
CSX.

The stable ratings outlook reflects Moody's expectations that CSX
will be able to maintain operating margins in the low-70% range
and strong operating cash flows over the near term, even if the
railroad sector experiences a short, mild downturn, with credit
metrics sustained close to current levels. Moody's expects that
that the company will be able to prudently manage its share
repurchase practices to meet changes in market conditions in order
to preserve capital and maintain leverage roughly in-line with
current levels.

Higher ratings are not expected at this time, but could be
considered if CSX were to substantially reduce debt and improve
operating margins, while maintaining CAPEX levels in excess of 20%
of revenue. Debt to EBITDA sustained at approximately 2.0 times
and Retained Cash Flow to Debt in excess of 30% would warrant
upward rating consideration.

Ratings could be lowered if the company were to materially
increase debt levels, possibly to fund a more aggressive share
repurchase program. This would be of particular concern if such a
policy were undertaken while reducing capital spending or in a
manner that restricts liquidity. Debt to EBITDA of over 3.0 times,
EBIT to Interest of below 4.0 times, or Retained Cash Flow of
below 15% could result in downward rating consideration.

Upgrades:

  Issuer: Consolidated Rail Corporation

    Senior Secured Equipment Trust, Upgraded to A1 from A2

    Senior Unsecured Regular Bond/Debenture, Upgraded to Baa2
    from Baa3

  Issuer: CSX Corporation

    Issuer Rating, Upgraded to Baa2 from Baa3

    Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to Baa2
    from Baa3

    Senior Unsecured Medium-Term Note Program, Upgraded to
    (P)Baa2 from (P)Baa3

    Senior Unsecured Regular Bond/Debenture, Upgraded to Baa2
    from Baa3

    Senior Unsecured Shelf, Upgraded to (P)Baa2 from (P)Baa3

    Subordinated Shelf, Upgraded to (P)Baa3 from (P)Ba1

    Preferred Stock Shelf, Upgraded to (P)Ba1 from (P)Ba2

  Issuer: CSX Transportation, Inc.

    Senior Secured Equipment Trust, Upgraded to A1 from A2

    Senior Secured Regular Bond/Debenture, Upgraded to A1 from A2

    Senior Unsecured Regular Bond/Debenture, Upgraded to Baa2
    from Baa3

  Issuer: CSX Capital Trust I

    Preferred Stock Shelf, Upgraded to (P)Baa3 from (P)Ba1

  Issuer: Peninsula Ports Authority of Virginia

    Senior Unsecured Revenue Bonds, Upgraded to Baa2 from Baa3

  Issuer: Toledo-Lucas County Port Authority, OH

    Senior Unsecured Revenue Bonds, Upgraded to Baa2 from Baa3

Outlook Actions:

  Issuer: Consolidated Rail Corporation

    Outlook, Changed To Stable From Positive

  Issuer: CSX Corporation

    Outlook, Changed To Stable From Positive

  Issuer: CSX Transportation, Inc.

    Outlook, Changed To Stable From Positive

  Issuer: CSX Capital Trust I

    Outlook, Changed To Stable From Positive

The principal methodology used in rating CSX and CRC was the
Global Freight Railroad Industry Methodology published in March
2009.

CSX Corporation, based in Jacksonville Florida, operates a Class I
railroad in the eastern United States.


DCB FINANCIAL: Grants Shareholders Rights to Buy Common Shares
--------------------------------------------------------------
DCB Financial Corp, parent holding company of Lewis Center-based
Delaware County Bank, announced a rights offering of common shares
of stock to existing shareholders as part of the Company's
$13.2 million capital raise.

Under the terms of the rights offering, all shareholders of record
as of Aug. 29, 2012, will be granted rights to purchase one share
of the Company's common stock at a subscription price of $3.80 per
share for every three shares owned on the record date.  Rights
holders will also have the opportunity to purchase shares in
excess of their basic subscription rights, subject to availability
and certain limitations.

"We are excited to announce the launch of the rights offering,"
noted Ronald J. Seiffert, president and chief executive officer.
"We look forward to completing the capital raise as quickly as
possible as one of our final steps in resolving all of our
regulatory issues and to provide us capital for future growth."

DCB Financial Corp is conducting the rights offering to raise
capital so that Delaware County Bank can meet the increased
capital ratios required by its regulators and to provide capital
to fuel future growth.

The rights offering will expire on Nov. 12, 2012, unless extended
by the Board of Directors.

Each shareholder of record will receive by postal mail an
information packet that explains in great detail the rights
offering.  Shareholders with specific questions are urged to
contact Broadridge, the subscription agent, at (800) 733-1121.

                       About DCB Financial

DCB Financial Corp. is a financial holding company headquartered
in Lewis Center, Ohio.  The Corporation has one wholly-owned
subsidiary bank, The Delaware County Bank and Trust Company (the
"Bank").  The Corporation also has two additional wholly owned
subsidiaries, DCB Title and DCB Insurance Services LLC.  DCB Title
provides standard real estate title services, while DCB Insurance
Services LLC provides a variety of insurance products.  However,
neither nonbank subsidiary is material to the financial results of
the Corporation.  The Bank has one wholly-owned subsidiary, ORECO,
which is used to process other real estate owned.

The Corporation was incorporated under the laws of the State of
Ohio in 1997, as a financial holding company under the Bank
Holding Company Act of 1956, as amended, by acquiring all
outstanding shares of the Bank.  The Corporation acquired all such
shares of the Bank after an interim bank merger, consummated on
March 14, 1997.  The Bank is a commercial bank, chartered under
the laws of the State of Ohio, and was organized in 1950.

The Bank provides customary retail and commercial banking services
to its customers, including checking and savings accounts, time
deposits, IRAs, safe deposit facilities, personal loans,
commercial loans, real estate mortgage loans, installment loans,
trust and other wealth management services.  The Bank also
provides cash management, bond registrar and paying agent services
for commercial and public unit entities.  Through its subsidiary
Datatasx, the Bank provided data processing and other bank
operational services to other financial institutions.  Those
services were discontinued in September 2011, and were not a
significant part of operations or revenue.

In October 2010, the Corporation's wholly-owned bank subsidiary
entered into a Consent Agreement with the FDIC which requires that
Tier-1 and Total Risk Based Capital percentages reach 9.0% and
13.0% respectively.  As of March 31, 2012, the Bank's capital
ratios, as previously noted, were not at these levels.

The Corporation and its subsidiaries meet all published regulatory
capital requirements.  The ratio of total capital to risk-weighted
assets was 10.3% at March 31, 2012, while the Tier 1 risk-based
capital ratio was 6.7%.

As reported in the TCR on April 5, 2012, Plante & Moran PLLC, in
Columbus, Ohio, said DCB's bank subsidiary is not in compliance
with revised minimum regulatory capital requirements under a
formal regulatory agreement with the banking regulators.  "Failure
to comply with the regulatory agreement may result in additional
regulatory enforcement actions."

The Company's balance sheet at June 30, 2012, showed $510.70
million in total assets, $475.51 million in total liabilities and
$35.19 million in total stockholders' equity.


DEVI, LLC: Files for Chapter 11 in Alabama
------------------------------------------
Devi, LLC, filed a Chapter 11 petition (Bankr. N.D. Ala. Case No.
12-41973) on Oct. 16, 2012, in Anniston, Alabama.

The Debtor disclosed assets of $8.4 million and liabilities of
$11.4 million in its schedules.

The Debtor is required to submit its Chapter 11 Plan and
Disclosure Statement by Feb. 13, 2013.

On the Petition Date, the Debtor filed an application to employ
Harry P. Long as attorney and a motion to use collateral.

The Debtor has requested an expedited preliminary hearing on the
cash collateral motion to "avoid immediate and irreparable harm to
the state."


DIGITAL DOMAIN: Asks to Auction Second Group Of Assets
------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that
special-effects company Digital Domain Media Group Inc. is asking
permission to hold an auction for a second set of assets that
includes the rights to several upcoming film projects and its
Florida animation studio headquarters.

                       About Digital Domain

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

Digital Domain Media Group, Inc. and 13 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11,
2012, to sell its business for $15 million to Searchlight Capital
Partners LP, subject to higher and better offers.

At the auction on Sept. 21, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

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

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

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

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


EIG INVESTORS: Moody's Rates $800-Mil. 1st Lien Term Loan 'B1'
--------------------------------------------------------------
Moody's Investors Service affirmed EIG Investors Corp.'s B2
corporate family rating (CFR) and probability of default rating,
and assigned B1 and Caa1 ratings to the company's proposed first
and second lien credit facilities, respectively. The company plans
to use net proceeds from the new credit facilities and
approximately $22 million of cash on hand to refinance existing
debt and pay a $300 million one-time dividend to its shareholders.
Moody's lowered EIG's ratings outlook to negative from stable
because of the increase in EIG's financial leverage that is
expected to result from the proposed debt-funded shareholder
dividend while the company is in the process of integrating two
sizeable acquisitions that were also financed with debt. Moody's
will withdraw the ratings for EIG's existing credit facilities
upon their full repayment and cancellation.

EIG's leverage is expected to increase significantly before adding
the cost synergies from the acquisitions of HostGator.com (closed
in July 2012) and Homestead Technologies/Intuit Websites (closed
in September 2012). The company has identified meaningful cost
savings which it expects to realize over the next 4 to 5 quarters.
Moody's affirmed EIG's B2 CFR to reflect the company's good
organic growth prospects, predictability of its operating cash
flow, and its good track record of consolidating numerous
acquisitions and realizing cost savings from its large
acquisitions. Moody's expects the company to prioritize
integrating the two acquisitions in the near term. EIG's leverage
should decline toward 5.5x by the end of 2013 through revenue
growth in the high single digit range and if the company realizes
targeted synergies in a timely manner.

Moody's revised the ratings outlook to negative from stable to
reflect EIG's aggressive financial policy and high financial risk
while the company is executing on consolidating two acquisitions,
migrating about 800,000 customer accounts onto its hosting
facilities, and maintaining organic growth momentum. The negative
outlook underscores EIG's lack of cushion under its existing B2
rating as a result of its aggressive use of debt to grow market
share through acquisitions and return capital to shareholders.

Rating Rationale

The B2 CFR is supported by EIG's growing scale and its leading
market position in the U.S. web hosting market through its
multiple brands. The rating is further supported by the
predictability of revenue and operating cash flow derived from a
highly diversified customer base with low revenue churn rates.
Despite the increase in debt, Moody's expects EIG to produce free
cash flow of about 7% to 8% of total adjusted debt in 2013 driven
by revenue growth and high EBITDA margin (non-GAAP, cash EBITDA
basis), which reflect the company's good business execution and
scale.

The B2 rating reflects EIG's aggressive financial policies and its
high financial leverage, especially in the context of the
company's intensely competitive domain name and web hosting
services industry. The industry is further characterized by the
commoditized nature of services, relatively few barriers to entry,
modest pricing power, and a fragmented and evolving market.
Moody's expects EIG to be a consolidator in its highly fragmented
industry.

Moody's could downgrade EIG's ratings if cash flow from operations
falls short of expectations as a result of operational challenges,
deterioration in customer churn rates, weak organic subscriber
growth, or challenges in business execution. More specifically,
EIG's ratings could be downgraded if Moody's believes that the
company is unlikely to attain and maintain debt leverage (Total
Debt/CFFO plus interest expense, Moody's adjusted) below 6.5x and
free cash flow falls below 5% of total debt.

Moody's could stabilize EIG's rating outlook if the company
generates good organic revenue growth and sustains free cash flow
in excess of 10% of total adjusted debt and leverage below 5.5x
(Total Debt/CFFO plus interest expense, Moody's adjusted). Given
EIG's history of aggressive use of debt to drive shareholder
returns and its projected levels of debt leverage, a ratings
upgrade is not expected in the next 12 to 24 months.

Moody's has taken the following rating actions:

  Issuer: EIG Investors Corp.

     Corporate Family Rating -- Affirmed, B2

     Probability of Default Rating -- Affirmed, B2

     $75 million senior secured revolving credit facility due
     2019 -- Assigned, B1, LGD 3 (42%)

     $800 million senior secured 1st lien term loan facility due
     2019 -- Assigned, B1, LGD 3 (42%)

     $315 million senior secured 2nd lien term loan facility due
     2020 -- Assigned, Caa1, LGD6 (92%)

     $75 million senior secured revolving credit facility due
     2016 -- To be withdrawn

     $670 million senior secured 1st lien term loan facility due
     2018 -- To be withdrawn

     $140 million senior secured 2nd lien term loan facility due
     2018 -- To be withdrawn

  Outlook: Negative, changed from stable

The principal methodology used in rating EIG Investors 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.

Headquartered in Burlington, MA, EIG is a leading provider of web
hosting and other online services primarily to small and medium-
sized businesses. EIG is a successor entity to The Endurance
International Group which was acquired by private equity firms
Warburg Pincus and Goldman Sachs Capital Partners in December
2011.


EINSTEIN NOAH: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Lakewood, Colo.-based Einstein Noah Restaurant
Group Inc.

"At the same time, we assigned a 'B' issue-level rating with a '3'
recovery rating to the company's proposed $265 million credit
facility, consisting of a $25 million revolving credit facility
and a $240 million term loan. The '3' recovery rating indicates
our expectation for meaningful (50% to 70%) recovery of principal
in the event of a payment default," S&P said.

"The company intends to use the proceeds from the term loan to pay
a dividend to its shareholders and to refinance about $69 million
of existing debt. The $25 million revolver will remain undrawn at
closing of the transaction," S&P said.

"The ratings on Einstein Noah reflect Standard & Poor's Ratings
Services assessment of the company's 'highly leveraged' financial
risk profile and 'vulnerable' business risk profile, which we do
not expect to change over the next year," said Standard & Poor's
credit analyst Mariola Borysiak.

The "vulnerable" business risk profile reflects Einstein's small
position in the increasingly competitive and fragmented bakery-
cafe segment of the restaurant industry, its strong dependence on
breakfast daypart and limited product diversity. "We believe that
the large concentration of sales during breakfast hours exposes
the company to significant competition as more and more restaurant
chains add to or expand their breakfast offerings. In addition,
insignificant start-up costs associated with similar food service
establishments allow for new competitors to easily enter the
market," S&P said.

"Our ratings outlook is stable and reflects our view that
Einstein's performance will benefit from favorable trends in the
bakery-cafe segment of the restaurant industry, despite an
increasingly competitive environment. The company's menu
innovations coupled with cost-savings initiatives will likely lead
to modest profitability gains over the next year," S&P said.

"We could consider a higher rating if Einstein successfully
defends its position in the segment it operates. Profit growth
coupled with modest debt reduction would lead to total debt to
EBITDA declining toward 4.5x. Although we do not believe this
scenario is likely in the next 12 months, a combination of about
$10 million debt reduction from the pro forma level and about a
20% EBITDA increase from June 30, 2012, levels would result in
leverage declining to this threshold," S&P said.

"Alternatively, we could consider a downgrade if increasing
competition in the breakfast daypart hurts Einstein's sales growth
and margins, leading to an increase in leverage to more than 6x.
This could happen if revenues decline by 1.5% and gross margin
deteriorates by 50 basis points from our anticipated year-end 2012
level. Given our view of the company's business risk profile as
vulnerable, another debt-financed dividend that results in
leverage increasing over 6x could also trigger a downgrade," S&P
said.


FOOT LOCKER: S&P Raises CCR to 'BB+' on Revenue Increases
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Foot Locker Inc. to 'BB+' from 'BB'. The outlook is
stable.

"At the same time, we raised our issue-level rating on the
company's unsecured debt to 'BB+' from 'BB'. The recovery rating
remains unchanged at '4', indicating our expectation of average
(30% to 50%) recovery for noteholders in the event of a payment
default or bankruptcy," S&P said.

"The rating on specialty athletic footwear retailer Foot Locker
reflects Standard & Poor's expectation that the company will
maintain its 'intermediate' financial risk profile and 'fair'
business risk profile in the coming year," said Standard & Poor's
credit analyst Diya Iyer.

"The intermediate financial risk profile reflects Foot Locker's
improved credit protection measures as a result of EBITDA growth,
as well as higher free operating cash flow generation. This
improvement is in spite of increased capital spending and
shareholder-friendly initiatives, including dividends and share
repurchases in the past year. The fair business risk profile
reflects the company's solid market position, good brand
recognition, and improved operating efficiency. These strengths
are partly offset by significant supplier concentration and
participation in the intensely competitive athletic footwear and
apparel retail industry. Other risk factors include weak economies
in the U.S. and Europe reducing consumer spending, increased
competition from vendors, sensitivity to fashion trends, and
popularity of athletes with branded merchandise, given a
substantial portion of sales are to young males ages 12 to 25,"
S&P said.

"The stable outlook reflects our view that Foot Locker should
continue to improve moderately over the next 12 months because of
comparable-store sales growth. However, our fair assessment of the
business risk profile limits the potential for an upgrade in the
near to intermediate term. To consider an upgrade, we would need
to reassess business risks, including vendor concentration and
exposure to fashion trends, such as high-profile athlete
endorsements," S&P said.

"We could lower the rating in the next year if Foot Locker
performs worse than our expectations because of a material
weakening of consumer demand, severe merchandise missteps or
increased competition. Under this scenario, leverage would
approach the low-4.0x area because of a 10% decline in sales and a
more than 200 bps gross margin decline," S&P said.


FRIENDFINDER NETWORKS: Global Investment Holds 5% Equity Stake
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Global Investment Ventures LLC and
Anthony R. Bobulinski disclosed that, as of Aug. 1, 2012, they
beneficially own 1,601,590 shares of common stock of Friendfinder
Networks Inc. representing 5% of the shares outstanding.  A copy
of the filing is available for free at http://is.gd/HuaFu1

                    About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  All total, its Web sites are offered in 12
languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

Friendfinder's balance sheet at March 31, 2012, showed
$475.34 million in total assets, $624.96 million in total
liabilities, and a $149.62 million total stockholders' deficiency.

                           *     *     *

As reported by the TCR on Aug. 24, 2012, Standard & Poor's Ratings
Services lowered its rating on Boca Raton, Fla.-based FriendFinder
Networks Inc. to 'CCC' from 'CCC+'.

"The rating actions reflect the company's declining paid
subscriptions and the likelihood that operating results will
remain weak over the near term, pressuring covenant compliance,"
said Standard & Poor's credit analyst Daniel Haines.  "In
addition, we believe that the company faces significant risks
related to refinancing its large debt maturities due in September
2013.  We expect continued economic headwinds and declining
subscriptions to remain a drag on results," added Mr. Haines.


GAMETECH INTERNATIONAL: Limits Number of Directors to 15
--------------------------------------------------------
Donald K. Whitaker notified GameTech International, Inc., on
Oct. 1, 2012, of his resignation from the board of directors,
effective immediately.  On Oct. 8, 2012, Scott H. Shackelton, and
Edward Graves, in their capacity as directors, appointed Andrew
Robinson and Patrick Crawford to the Company's Board.

Subsequent to the appointments, Mr. Graves notified GameTech of
his resignation effective immediately.  Following the appointments
of Messrs. Robinson and Crawford, Mr. Shackelton notified the
Company of his resignation from the Board.  Each of Messrs.
Graves', Shackelton's, and Whitaker's resignation was not a result
of any disagreement with the Company regarding the Company's
operations, policies or practices.

Prior to the resignation of Mr. Shackelton, but following the
resignation of Messrs. Graves and Whitaker from the board of
directors, GameTech's board of directors unanimously approved an
amendment to Section 2.2 of the Company's Bylaws to allow the
Board to consist of not less than one and not more than 15
directors.

A copy of the Fifth Amended Bylaws is available for free at:

                        http://is.gd/WEYkOM

                   About GameTech International

Based in Reno, Nevada, GameTech develops and manufactures gaming
entertainment products and systems.  GameTech holds a significant
position in the North American bingo market with its interactive
electronic bingo systems, portable and fixed-based gaming units,
and complete hall management modules.  It also holds a significant
position in select North American VLT markets, primarily Montana,
Louisiana, and South Dakota, where it offers video lottery
terminals and related gaming equipment and software.  It also
offers Class III slot machines and server-based gaming systems.

GameTech International, Inc. and its wholly owned subsidiaries
have filed Chapter 11 petitions (Bankr. D. Del. Lead Case No.
12-11964) on July 2, 2012, to effect a restructuring of the
company's debt obligations.

GameTech disclosed total assets of $27.22 million and total
liabilities of $22.88 million as of Jan. 29, 2012.  GameTech's $16
million secured credit matured on June 30.  Three days earlier,
the loan was purchased by YIGT.

Before bankruptcy, GameTech rejected an offer from YIGT to combine
the two companies.  GameTech said in a court filing that it was
hoping for a more favorable transaction.  GameTech said that YIGT
purchased the loan at discount from lenders US Bank NA and Bank of
the West.

Judge Peter J. Walsh presides over the case.  The Debtors are
represented by Greenberg Traurig, LLP.  Kinetic Advisors, LLC,
serves as the Debtors' financial advisor.


GRUBB & ELLIS: Sovereign Buys Out Infinity Interest in Daymark
--------------------------------------------------------------
Sovereign Capital Management Group, a San Diego-based real estate
company, announced the strategic buyout of Infinity Urban
Century's interest in Daymark Realty Advisors out of Santa Ana,
CA.

Sovereign Capital originally partnered with the New York City-
based investment affiliate of Infinity Real Estate to acquire
Daymark Realty Advisors from Grubb & Ellis Company in August 2011,
shortly before Grubb & Ellis filed for bankruptcy protection.

"We are pleased with the progress made under the collaborative
efforts with Infinity in stabilizing, improving and bringing
capital resources to the Daymark portfolio in this difficult real
estate environment," says Todd Mikles, CEO of Sovereign Capital
Management Group.  "From this process, Sovereign has provided
solutions for owners of real estate with an immediate need for
recapitalization.  We are very excited to move forward with the
next phase of our business plan as the sole owner of Daymark,
working to further expand and grow the Sovereign Capital
investment platform through a focus on value added real estate
management," he adds.

                About Sovereign Capital Management

Headquartered in San Diego, CA, Sovereign Capital Management
Group, Inc. and it's closely held affiliates have grown to include
nationwide asset management, property management, advisory
services, private equity syndications and various property
holdings across the United States.

                        About Grubb & Ellis

Grubb & Ellis Company -- http://www.grubb-ellis.com/-- is a
commercial real estate services and property management company
with more than 3,000 employees conducting throughout the United
States and the world.  It is one of the oldest and most recognized
brands in the industry.

Grubb & Ellis and 16 affiliates filed for Chapter 11 bankrutpcy
(Bankr. S.D.N.Y. Lead Case No. 12-10685) on Feb. 21, 2012, to sell
almost all its assets to BGC Partners Inc.  The Santa Ana,
California-based company disclosed $150.16 million in assets and
$167.2 million in liabilities as of Dec. 31, 2011.

Judge Martin Glenn presides over the case.  The Debtors have
engaged Togut, Segal & Segal, LLP as general bankruptcy counsel,
Zuckerman Gore Brandeis & Crossman, LLP, as general corporate
counsel, and Alvarez & Marsal Holdings, LLC, as financial advisor
in the Chapter 11 case.  Kurtzman Carson Consultants is the claims
and notice agent.

BGC Partners, Inc., and its affiliate, BGC Note Acquisition Co.,
L.P., the DIP lender and Prepetition Secured Lender, are
represented in the case by Emanuel C. Grillo, Esq., at Goodwin
Procter LLP.

On March 27, 2012, the Court approved the sale to BCG.  An auction
was cancelled after no rival bids were submitted.  Pursuant to the
term sheet signed by the parties, BGC would acquire the assets for
$30.02 million, consisting of a credit bid the full principal
amount outstanding under the (i) $30 million credit agreement
dated April 15, 2011, with BGC Note, (ii) the amounts drawn under
the $4.8 million facility, and (iii) the cure amounts due to
counterparties.  BGC would also pay $16 million in cash because
the sale was approved by the March 27 deadline.  Otherwise, the
cash component would have been $14 million.

Approval of the sale was simplified when BGC settled with
unsecured creditors by increasing their recovery.

Several parties in interest have taken an appeal from the sale
order.

Grubb & Ellis Co. was renamed Newmark Grubb Knight Frank following
the sale.


HAWKER BEECHCRAFT: Sale to Chinese Firm Unravels
------------------------------------------------
The Wall Street Journal's Mike Spector and Anna Prior report that
people familiar with the discussions said negotiations for China's
Superior Aviation Beijing Co. to buy the bulk of Hawker Beechcraft
Inc. collapsed amid concerns the deal wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.

Superior has offered to buy Hawker's corporate jet and propeller
plane operations out of bankruptcy for $1.79 billion.  According
to WSJ, the sources said Superior encountered difficulties
separating Hawker's defense business from those units in a way
that would make both sides comfortable the deal would get U.S.
government clearance.  The sources told WJS the the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.  At one point, the sources said,
Hawker suggested Superior delay taking ownership of certain assets
that had ties to the defense business while they were "cleansed,"
but Superior didn't get comfortable with the proposal.

According to the report, people familiar with the matter also said
advisers in the U.S. had trouble negotiating with Chinese
representatives unfamiliar with U.S. finance and bankruptcy law,
and translating documents also made discussions more difficult.
Hawker also wanted an additional deposit of funds from Superior to
help it run its struggling corporate jet business if talks were
going to continue for several more weeks or months, the people
said.  Hawker received a nonrefundable $50 million deposit from
Superior earlier this year as insurance against deal discussions
collapsing, so Superior faced the prospect of having to spend more
to keep talks going.

Hawker disclosed the failed sale talks on Thursday and said it
planned to emerge from bankruptcy-court protection as an
independent company.

"We made the decision to proceed with the standalone plan of
reorganization after determining that, despite our best efforts,
the proposed transaction with Superior could not be completed on
terms acceptable to the company," Hawker Chief Executive Robert S.
Miller said in a statement on Thursday without elaborating on the
specific difficulties the two sides encountered, according to WSJ.

He added the company was "disappointed" the two sides didn't reach
a deal, but emphasized the $50 million Hawker received from
Superior and said the firm would be in a "strong operational and
financial position."

WSJ notes a sale to Superior would have required approval from the
Committee on Foreign Investment in the U.S., a government panel
that reviews foreign purchases of American businesses. Superior
planned to avoid buying Hawker's defense business, which houses
military technology and sells military training and attack
aircraft to U.S. and foreign governments.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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


HD SUPPLY: Issues $1 Billion of 11.50% Senior Notes
---------------------------------------------------
HD Supply, Inc., issued $1 billion aggregate principal amount of
its 11.50% Senior Notes due 2020 under the Indenture, dated as of
Oct. 15, 2012, as supplemented by the First Supplemental
Indenture, dated as of Oct. 15, 2012, among the Company, certain
subsidiaries of the Company as guarantors and Wells Fargo Bank,
National Association as trustee.  The Notes are entitled to the
benefit of the Exchange and Registration Rights Agreement, dated
Oct. 15, 2012.

The Notes are unsecured senior indebtedness of the Company.

The Notes are guaranteed, on a senior unsecured basis, by each of
the Company's direct and indirect domestic existing and future
subsidiaries that is a wholly owned domestic subsidiary, and by
each other domestic subsidiary that is a borrower under a senior
ABL facility or that guarantees the Company's obligations under
any credit facility or capital markets securities.

At any time prior to Oct. 15, 2015, the Company may redeem up to
35% of the aggregate principal amount of the Notes with the
proceeds of certain equity offerings at a redemption price of
111.50% of the principal amount in respect of the Notes being
redeemed, plus accrued and unpaid interest to the redemption date,
provided, however, that if the Notes are redeemed, an aggregate
principal amount of Notes equal to at least 50% of the original
aggregate principal amount of Notes must remain outstanding
immediately after each such redemption of Notes.

In the event of certain events that constitute a Change of
Control, the Company must offer to repurchase all of the Notes at
a price equal to 101% of their principal amount, plus accrued and
unpaid interest, if any, to the repurchase date.  If the Company
sells assets under certain circumstances, the Company must use the
proceeds to make an offer to purchase the Notes at a price equal
to 100% of their principal amount, plus accrued and unpaid
interest, if any, to the date of purchase.

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

                        http://is.gd/dRyU2n

                          About HD Supply

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

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

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

                           *     *     *

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

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


HERCULES PUBLIC: S&P Lowers Ratings on 3 Bond Issues to 'CCC+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'CCC+'
from 'BB' on Hercules Public Financing Authority, Calif.'s series
2010 (electric system project) revenue and revenue refunding
bonds, series 2003B lease revenue bonds, and series 2009 taxable
lease revenue bonds (Bio-Rad Project), issued for the city of
Hercules. The outlook on all bonds is stable.

"The downgrade reflects our view of the city's future willingness
and stated inability to pay on general fund-supported debt from
its general fund after its statements in a September 2012 material
event notice," said Standard & Poor's credit analyst Sussan
Corson. "Although the series 2010 bonds' debt service payments are
backed by a city covenant to advance available funds in the
general fund as well as net electric system revenue, Hercules
states in the material event notice that "The city does not
anticipate there will be any available funds to make such advances
in the foreseeable future and does not expect to make any such
advances."

"City officials confirm that, for the next several years, they
intend to continue to transfer annually from a current $4.5
million available balance from unspent bond proceeds in the series
2010 bond acquisition and construction fund into the electric
system revenue fund to support about $900,000 of related annual
debt service. However, they do not expect the general fund will
advance any future amounts to support debt service once the bond
acquisition and construction fund is depleted," S&P said.

"We understand the city also intends to fund $800,000 of capital
expenditures this fiscal year from the bond acquisition and
construction fund. Assuming no other source to pay on the electric
system revenue and revenue refunding bonds than the bond debt
service reserve and identified bond proceeds in the bond
acquisition and construction fund, we calculate the city could
default on these bonds in four-to-five years," S&P said.

"As part of the series 2010 issuance, the city had entered into a
cooperation agreement with the Hercules Public Financing
Authority. Pursuant to the agreement, Hercules' covenant to make
the necessary payment to the authority no later than five days
before the bond payment date is an absolute obligation, not
subject to deduction or offset of any kind. The cooperation
agreement requires the city to amend the general fund budget, if
necessary, to make the appropriations to cover the lease payments.
Since the electric system has failed to generate positive net
income or support its own debt service, our rating reflects our
view of the city's general fund pledge," S&P said.

"The stable outlook reflects what we view as the city's current
ability to meet its debt service obligations, despite our
expectation that, absent favorable financial or economic
conditions, Hercules would not meet certain general-fund supported
debt obligations in the long term, as reflected in recent city
statements. Hercules continues to maintain a structural imbalance
in its general fund with a weak financial and liquidity position,
despite the June 2012 passage of a new sales tax measure by
voters. In addition, the lack of a fiscal 2011 audit, the
transition in city management and council, and the previous pooled
accounting between Hercules and its redevelopment agency (RDA)
have, in our view, clouded the city's true financial position.
Should city officials declare either their intention to file for
bankruptcy or their intention of nonpayment on general fund-
supported debt service in the next year, we could lower the rating
further. Should Hercules resolve all claims against it and its
RDA, and should it redeem or pay on the electric system revenue
bonds in full while closing the structural general fund budget gap
to regain long-term fiscal stability, we could raise the rating,"
S&P said.

Hercules (population 24,555) is in Contra Costa County, 23 miles
northeast of San Francisco on the northeastern shore of San
Francisco Bay.


HOMER CITY: Fitch Downgrades Rating on Two Bond Classes to 'D'
--------------------------------------------------------------
Fitch Ratings has downgraded Homer City Funding, LLC's (HCF)
$300 million and $530 million pass-through bonds to 'D' from 'C'
following the missed Oct. 1, 2012 senior debt payment and
subsequent agreement reached with the bondholders to restructure
the bonds under a prepackaged Chapter 11 bankruptcy.  The ratings
have been subsequently withdrawn.

Key Rating Drivers

  -- Prepackaged Reorganization under Chapter 11: On Oct. 3, 2012,
     GE reached an agreement with the majority of the bondholders
     (approximately 80 - 90%) to enter into a Plan Support
     Agreement (PSA) for the approximately 76% of the outstanding
     principal amount due under the existing bonds.  Under the
     PSA, all parties commit to support and implement a
     reorganization and restructuring of Homer City Funding, LLC
     and its obligations under a Chapter 11 bankruptcy.

Security

The proposed exchange includes a first priority mortgage lien on
all right, title and interest in HCF's property, including the
Homer City generating facility, the site lease, cash accounts, and
project documents.

Credit Update

On Oct. 3, 2012, GE, Met Life and the bondholders entered into the
PSA, committing to support and implement a reorganization and
restructuring of the existing bonds under a Chapter 11 bankruptcy.
The PSA also requires all parties to forbear from exercising
remedies under the existing documents during the term of the PSA.
The existing organizational and contractual structure will be
eliminated with new secured bonds being issued in exchange for the
existing bonds.

GE is financing approximately $750 million in emissions upgrades
at Units 1 & 2 in order for the project to operate under
tightening environmental restrictions.  The new secured bonds will
accommodate the construction of these emissions upgrades at the
project by including a payment-in-kind (PIK) period from Oct. 1,
2012 to April 1, 2014.  PIK payments would be made at 50 basis
points above the existing interest rate with an additional 50
basis point increase if substantial completion of the emissions
upgrades at the project is delayed beyond November 29, 2014.
Construction is currently underway at the project and, according
to GE, is on schedule and under budget.  In addition to the PIK
period, default provisions have been added with regard to any
termination under the construction agreements.  The new secured
bonds will have the same maturity and interest rate as the
existing bonds.


IDEARC INC: Trial Against Verizon Enters Third Day
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Idearc Inc. creditors are in the third day of trial
attempting to prove that that the 2006 spinoff of the yellow pages
publisher from parent Verizon Communications Inc. was fraught with
fraudulent transfers.

According to the report, the $9.5 billion lawsuit aims for a
recovery to benefit holders of $6 billion in claims against
Idearc, which went bankrupt 28 months after the spinoff.

The report relates that Bloomberg News filed papers to intervene
and have previously-sealed pleadings and court rulings made
publicly available.  The judge will rule later.  Bloomberg News
did persuaded the U.S. district judge in Dallas to rule that the
trial will remain open to the public unless the media is given
notice and an opportunity to oppose holding parts of the trial in
secret.

The Bloomberg report discloses that the case is being tried before
the judge without a jury.  The Idearc creditors wanted a jury
trial.

The creditors' lawsuit is U.S. Bank National Association v.
Verizon Communications Inc., 10-01842, U.S. District Court,
Northern District of Texas (Dallas).

                         About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection (Bankr.
N.D. Tex. Lead Case No. 09-31828) on March 31, 2009.  The Debtors'
financial condition as of Dec. 31, 2008, showed total assets of
$1,815,000,000 and total debts of $9,515,000,000.  Toby L. Gerber,
Esq., at Fulbright & Jaworski, LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Moelis & Company
as their investment banker; Kurtzman Carson Consultants LLC as
their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


INSTERSTATE PROPERTIES: Case Summary & 5 Largest Unsec Creditors
----------------------------------------------------------------
Debtor: Insterstate Properties, LLC
        119 Backstretch Lane, Suite C
        P.O. Box 4060
        Mooresville, NC 28117

Bankruptcy Case No.: 12-76037

Chapter 11 Petition Date: October 17, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: George M. Geeslin, Esq.
                  Eight Piedmont Center, Suite 550
                  3525 Piedmont Road, N.E.
                  Atlanta, GA 30305-1565
                  Tel: (404) 841-3464
                  Fax: (404) 816-1108
                  E-mail: geeslingm@aol.com

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

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

The petition was signed by William Abruzzino, managing member.

Debtor's List of five Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Brent Scarbrough & Co.                           $581,002
c/o H. Fielder Martin, Esq
Baker, Donelson, Bearman,
Caldwell, Berkowitz
3414 Peachtree Rd. NE,
Suite 1600
Atlanta, GA 30326

Dekalb County Watershed                          $24,927
1580 Roadhaven Drive
Stone Mountain, GA 30083

Waste Management of WV, Inc                      $3,437
7 Spring Street
Charleston, WV 25302

Dekalb County Sanitation                         $2,056

Henry Incorporated                               $1,265


IRVINE SENSORS: Closes Acquisition of Bivio Networks' Assets
------------------------------------------------------------
ISC8 Inc., formerly known as Irvine Sensors Corporation, completed
its acquisition of key assets of Bivio Networks.

"It is clear from both market and customer feedback that Advanced
Persistent Threats, or Targeted Cyber Attacks, are the biggest
Cybersecurity menace that governments, militaries and corporations
face today," said Bill Joll, president & CEO of ISC8.  "With the
close of the Bivio transaction, we now have a complete suite of
products and technologies for helping these organizations with
this most pressing cybersecurity problem, specifically the ability
to detect these threats while the attack is ongoing.  We also
provide the supporting forensic evidence for these threats, which
have typically remained undetected for a period of months to more
than a year.  The only way to truly detect these sophisticated
attacks while they are ongoing to is to solve the Big Data problem
with real time deep analysis of network traffic, which is a
problem we have solved.  This acquisition brings significant
business synergies and is a defining moment for ISC8 as we
accelerate our cybersecurity business efforts."

ISC8 announced on Sept. 4, 2012, that it had entered into an
agreement to acquire certain cybersecurity related assets of Bivio
Networks, Inc., a leading provider of cybersecurity solutions and
products.  The acquisition provides ISC8 with advanced products
and technologies for Security Intelligence, Incident Response,
Content Control and mitigation of Advanced Persistent Threats
(APTs) in enterprise, service provider and government networks.
ISC8 purchased the NetFalcon and Network Content Control System
business units of Bivio Networks, including all related
intellectual property, sales, engineering, managerial, and other
operational resources.

In addition, ISC8 will acquire an installed base consisting of
nine accounts including leading Tier 1 service providers,
enterprises and government agencies worldwide.  The acquired
assets are expected to be accretive to ISC8's EBITDA within the
next twelve months.  The acquisition is expected to accelerate the
growth of ISC8's cybersecurity business by adding existing
customer accounts, a significant pipeline, a receivables backlog,
an installed base and a global sales force.

                        About Irvine Sensors

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

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

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


JEFFERSON COUNTY, AL: Appeals Ruling on Use of Sewer Revenue
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jefferson County, Alabama, was finally able to appeal
the ruling made by the bankruptcy judge in late June limiting what
the county can deduct from sewer revenue before paying the
remainder to bondholders.

According to the report, after the judge issued his opinion, the
county filed a motion for reconsideration.  The reconsideration
motion put off the time for filing an appeal.  Last week, the
judge made changes in his June ruling and entered judgment
resolving part of the lawsuit with bondholders over control of the
sewer system and its revenue.  The judge certified that the ruling
could be appealed immediately even though it didn't resolve the
entire lawsuit.  The county filed an appeal Oct. 16.

A lawsuit over control of the sewers and revenue is Bank of New
York Mellon v. Jefferson County, Alabama (In re Jefferson County,
Alabama), 12-00016, U.S. Bankruptcy Court, Northern District of
Alabama (Birmingham).

                      About Jefferson County

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

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

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

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

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

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

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

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


KINGS HOUSE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Kings House, Inc.
        1000 West Route 66
        Flagstaff, AZ 86001

Bankruptcy Case No.: 12-22538

Chapter 11 Petition Date: October 15, 2012

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: Randy Nussbaum, Esq.
                  NUSSBAUM GILLIS & DINNER, P.C.
                  14850 N. Scottsdale Road
                  Suite 45O
                  Scottsdale, AZ 85254
                  Tel: (480) 609-0011
                  Fax: (480) 609-0016
                  E-mail: rnussbaum@ngdlaw.com

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

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

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

The petition was signed by Jay Olson, president.


KRONOS INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Chelmsford, Mass.-based Kronos Inc. to negative from stable. "We
affirmed our 'B' corporate credit rating on the company," S&P
said.

"We also are assigning a 'B' issue-level rating on the new first-
lien debt with a '3' recovery rating, which indicates that lenders
could expect meaningful (50% to 70%) recovery in the event of a
payment default. In addition, we are assigning a 'CCC+' issue-
level rating with a recovery rating of '6', indicating negligible
(0% to 10%) recovery in the event of a payment default, to the new
second-lien credit facilities," S&P said.

"The outlook revision reflects the company's more aggressive
financial policy and the increase in debt being used to fund the
shareholder distribution," said Standard & Poor's credit analyst
Jacob Schlanger.

"The rating on Kronos Inc. reflects the company's focus on
workforce management, a niche segment in the $7.5 billion human
capital management market, and high leverage. Sufficient free cash
flow and fairly predictable revenue generation partially offset
those factors," S&P said.

"With the second significant debt financing for a shareholder
distribution within 10 months, pro forma leverage for the fiscal
year ended Sept. 30, 2012, as adjusted by Standard & Poor's will
rise to the low-mid 7x level, up substantially from the actual
June 2012 level of 5.9x and the year-earlier level of 4.6x. Cash
on hand will fund $50 million of the dividend, with the remainder
to come from the additional credit facility. We do expect that
ongoing predictable earnings and strong cash flows will help the
company to gradually lower this ratio," S&P said.

"Kronos provides services that automate employee-centric processes
to optimize labor. The company is a market leader in the workforce
management sector. However, we view its business risk profile as
'weak' under our criteria because of its concentrated product
offerings compared with larger and better capitalized competitors.
It sells software licenses and data capture terminals, for which
it provides professional and subscription services and offers
ongoing customer support and maintenance. The company has
experienced modest, albeit steady, revenue and EBITDA growth over
the years. We believe it benefits from its long-standing customer
relationships," S&P said.

"Kronos generates revenues predominantly from its time and labor
applications and related products and services. The company's
revenues for the fiscal year ended Sept. 30, 2012, were up 10% to
more than $880 million from the prior year. EBITDA margins have
gradually risen to low-30% area, largely reflecting continued
sales growth to both new and existing customers and a focus on
cost control. A recurring maintenance and subscription base
provides a good level of revenue stability. Maintenance and
subscriptions represent approximately 50% of revenues, and the
annual retention rate on maintenance contracts is more than 95%.
Switching costs are high," S&P said.

"Kronos could pursue additional growth in new market segments in
the U.S. and abroad (including the overseas operations of existing
U.S. customers) and by cross-selling workforce and talent
management solutions to existing customers as well as through
acquisitions," S&P said.

"The company acquired Principal Decision Systems International
Inc., which develops scheduling software for the public sector, in
the fiscal third quarter of 2011. Acquisitions in 2012 to date
have included SaaShr, a provider of a software as a service (SaaS)
workforce management solution for small and midsized businesses;
OptiLink, a provider of acuity-based staffing solutions; and U.K.-
based SMART Computer Holdings and its Spanish affiliate SMART
Human Logistics, a provider of workforce management solutions,"
S&P said.

"Standard & Poor's views Kronos's financial risk profile as
'highly leveraged'. The company's latest transaction will increase
total debt to more than $1.9 billion with resulting pro forma Sept
30, 2012, leverage in the low- to mid-7.0x, including capitalized
operating leases. Following this transaction, the company will
have paid two shareholder distributions totaling more than $1
billion in less than one year. Leverage peaked at nearly 9.0x at
the time of the company's LBO in June 2007 with subsequent drops
largely arising from EBITDA growth, and we expect this to be the
case again after the dividend payment," S&P said.

"The negative outlook reflects our expectation that adjusted
leverage will remain elevated without further significant debt
reduction in the near term. We could lower the rating over the
the next few quarters if leverage doesn't decline to below 7x
because the company loses customer accounts, faces competitive
margin pressures, or pursues additional debt-financed shareholder
dividends. Alternatively, if the company successfully reduces
leverage to near prior levels, either through operating
improvements or debt reduction, we would consider revising the
outlook to stable," S&P said.


LAGUNA BRISAS: Hiring Johnny Kim as Special Counsel
---------------------------------------------------
Laguna Brisas, LLC, asks the U.S. Bankruptcy Court for the Central
District of California for authorization to employ Johnny Kim,
Esq., as its special counsel, effective as of Aug. 20, 2012.

The professional services to be provided by Johnny Kim -- no
relation to the Debtor's insider, Andy Kim -- will include, among
other things, vindicating claims for restitution in excess of
$500,000 and other damages and harms resulting from excessive and
unlawful conduct concerning the origination, administration and/or
servicing of the senior secured promissory note/loan obligation of
Client nominally held by Wells Fargo, NA, and specially serviced
by CW Capital and/or CW Capital Management, LLC.

The Debtor believes that J. Kim in a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

J. Kim will bill his time in the Debtor's case at $385 per hour.
Of Counsel Attorney James Burger bills at $385 per hour.  Other
attorneys engaged on a contract basis bills at $150 to $350 per
hour depending upon experience and other considerations.

The hearing to consider the application of Debtor of J. Kim as
special counsel will be held on Nov. 1, 2012, at 10:30 a.m.

                        About Laguna Brisas

Laguna Beach, California-based Laguna Brisas, LLC doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Calif.
Case No. 12-12599) on Feb. 29, 2012.  Bankruptcy Judge Mark S.
Wallace presides over the case.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Campbell, since Oct. 3, 2011.

M. Jonathan Hayes, Esq., at the Law Office of M. Jonathan Hayes,
in Northridge, Calif., represents the Debtor in its restructuring
effort.  The Debtor disclosed $15,097,815 in assets and
$13,982,664 in liabilities. The petition was signed by Dae In
"Andy" Kim, managing member.


LEHMAN BROTHERS: WL Ross Completes Purchase of Navigator Shares
---------------------------------------------------------------
WL Ross & Co. disclosed the completion of the purchase of 4.4
million common shares of Navigator Holdings Ltd. owned by Lehman
Brothers Inc. for approximately $110 million.  This transaction
was approved by Bankruptcy Judge James M. Peck of the Bankruptcy
Court in the Southern District of New York overseeing LBI's
liquidation in connection with LBI Trustee James W. Giddens' role
in maximizing value for the shares for the benefit of customers
and general creditors.

The purchase brings WL Ross' total stake in Navigator to over 50%.

As part of the transaction, WL Ross agreed with Navigator to
various limitations, including that a majority of the Navigator
Board of Directors will continue to be independent directors.

Wilbur Ross, Jr., Chairman of WL Ross & Co., said, "This was a
fair transaction for all parties.  It also relieves the Company of
the uncertainty about what would happen to the shares owned by
Lehman, previously the largest single block of Navigator stock.

We are fully supportive of management and look forward to helping
them continue to build the Company for the benefit of all
shareholders."

Navigator Holdings Ltd. provides international seaborne
transportation services to producers, traders and consumers of
liquefied petroleum gas ("LPG"), petrochemical gases and ammonia.
The company is the leading participant in the handy-sized LPG
sector, operating a versatile fleet of 14 high quality, semi-
refrigerated gas carriers, representing approximately 16% of the
fleet capacity in its chosen sector.

                       About WL Ross & Co.

Headquartered in New York, WL Ross & Co. LLC --
http://www.wlross.com/-- is a part of Invesco Ltd., since October
2006, that invests in and restructures financially distressed
companies.  The company manages assets for institutional investors
in the United States, Europe and Asia.  It is dedicated to private
investments and fund management for institutional investors and
family offices.  It has sponsored alternative investments,
including private equity funds, co-investment vehicles and hedge
funds in the steel, textile, coal, automotive and financial
services.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Has $15-Billion Claim on Brokerage Unit
--------------------------------------------------------
Lehman Brothers Holdings Inc. said its largest claim on an
affiliate is $15.2 billion owed by its brokerage, according to an
October 15 report by Bloomberg News.

The company was owed $45.2 billion by affiliates including the
$15.2 billion claimed from the Lehman Brothers Inc. brokerage,
and $14.3 billion owed by a Swiss affiliate, Lehman Brothers
Finance.  The final amounts of both claims are being negotiated,
the report said.

The company had $18.9 billion of investments and inventory on
June 30, including commercial real estate and loans of about $12
billion.  Principal investments were $4.3 billion, including an
equity stake in Neuberger Berman, which the money management firm
is buying back.

Lehman had cash of $8.3 billion as of June 30, plus restricted
cash of $13.6 billion, including money set aside for disputed
claims and debts

Lehman, which planned a second payment to creditors of $10.2
billion on October 1, continues to liquidate assets to pay
creditors after emerging from bankruptcy protection.  The company
has said it intends to raise $53 billion through 2016 or so to
pay an average of 18 cents on the dollar on final claims of $300
billion, Bloomberg News reported.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LEHMAN BROTHERS: Court Approves Tax Settlement With IRS
-------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved the settlement of
the Internal Revenue Service's tax claims against Lehman Brothers
Holdings Inc.

The claims were filed after Lehman disputed 36 adjustments to
income, tax credits and penalties that the agency proposed after
auditing the company's 2001 to 2007 income tax returns.

The deal settles the nine remaining issues representing $574
million of the IRS claims.  As a result of the settlement, the
agency will concede $238 million of the $574 million in taxes and
penalties it sought to impose on the nine issues.  Lehman,
meanwhile, agreed to $336 million of adjustments to tax.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LEHMAN BROTHERS: ADR Settlements Reach $1.32 Billion
----------------------------------------------------
Weil Gotshal & Manges LLP, Lehman Brothers Holdings Inc.'s legal
counsel, filed a 35th status report on the settlement of claims it
negotiated through the alternative dispute resolution process.

The status report noted that Lehman served two ADR notices,
bringing the total number of notices served to 264.

Lehman also reached settlement with counterparties in four
additional ADR matters, three as a result of mediation.  Upon
closing of those settlements, the company will recover a total of
$1,321,787,873.  Settlements have now been reached in 220 ADR
matters involving 242 counterparties.

As of October 10, 86 of the 91 ADR matters that reached the
mediation stage and concluded were settled through mediation.
Only five mediations were terminated without settlement.

Twelve more mediations are scheduled to be conducted for the
period October 16 to December 14.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LEHMAN BROTHERS: Giant Stadium Seeks to Quash Subpoenas
-------------------------------------------------------
Giants Stadium LLC asked the U.S. Bankruptcy Court in Manhattan
to quash two subpoenas issued against the company by Lehman
Brothers Holdings Inc.

The first subpoena was served in July 2011, which required Giants
Stadium to give testimony while the second subpoena served early
this year required the company to turn over documents related to a
swap deal with Lehman.

Bruce Clark, Esq., at Sullivan & Cromwell LLP, in New York, said
the subpoenas "represent an abuse of the examination powers"
granted to Lehman under U.S. bankruptcy law and further delay the
prosecution of Giant Stadium's claims against the company.

Mr. Clark also said the company served the subpoenas to "harass"
Giants Stadium.

A court hearing is scheduled for November 14.  Objections are due
by October 24.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LEHMAN BROTHERS: Court Approves Creditors' Fees
-----------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved the applications
for payment of fees by two groups of Lehman Brothers Holdings
Inc.'s creditors.

In an October 15 ruling, the bankruptcy court approved the
payment of $2,824,307 to the so-called ad hoc group of Lehman
Brothers creditors for the services provided by its advisers,
AlixPartners and Molinaro Advisors.

The bankruptcy court also ordered the payment of $12,710,343 to
another group of creditors which include Bank of America N.A. and
Deutsche Bank AG, and hedge funds Oaktree Capital Management L.P.
and Silver Point Finance LLC.

Blackstone Advisory Partners L.P., the group's financial adviser,
will get $11.595 million from the total payment.  The rest will
be paid to members of the group as reimbursement for the monthly
fees and expenses they paid to the firm.

Prior to the decision, the U.S. Trustee, a Justice Department
agency that oversees bankruptcy cases, dropped its objections to
the applications following talks with the creditors to resolve
its objections.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LEHMAN BROTHERS: Canary Wharf Fights Efforts to Disallow Claims
---------------------------------------------------------------
Canary Wharf is trying to block efforts by Lehman Brothers
Holdings Inc. to have its claims against the company disallowed by
the bankruptcy court.

Canary Wharf filed $4.5 billion in claims against the company for
amounts due under a 2005 lease contract with Lehman Brothers Ltd.
The Lehman unit entered into the contract to lease a property,
including a 30-story office building, in London, England.

Earlier, Lehman proposed the disallowance of claims, saying
Canary Wharf forfeited the lease in 2010 after the tenant
Lehman Brothers Ltd. defaulted, resulting in the discharge of its
obligation to pay the claimant.

In a court filing, David Tulchin, Esq., at Sullivan & Cromwell
LLP, in New York, said the "forfeiture does not alter those
obligations" under English law.

Mr. Tulchin said that Lehman, as surety, undertook an
"independent, primary obligation" to pay Canary Wharf the amounts
due under the lease and agreed to indemnify the claimant for all
losses "arising directly or indirectly out of any default" by
Lehman Brothers Ltd.

The U.S. Bankruptcy Court in Manhattan will hold a hearing on
October 31 to consider the case.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LEHMAN BROTHERS: Inks Deal With European Unit on Brokerage Claims
-----------------------------------------------------------------
The administrators of Lehman Brothers Holdings Inc.'s European
unit entered into an agreement with the trustee liquidating the
Debtor's brokerage in connection with their objections to the
trustee's determination of their claims.

The agreement, which was approved on October 11 by the U.S.
Bankruptcy Court in Manhattan, calls for the suspension of the
litigations related to the administrators' objections from
October 4 to December 14, or such later date as the parties may
otherwise agree.  The agreement is available for free at
http://is.gd/JUEpVq

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LEHMAN BROTHERS: Files Detailed June 30 Financial Information
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. made a regulatory
filing Oct. 15 with financial statements as of June 30.  The
report includes management's discussion and analysis of the
condition of the bankrupt estate.

According to the report, the Chapter 11 plan for the Lehman
companies other than the broker was confirmed in December and
implemented in March, with two distributions since then. Lehman's
brokerage subsidiary is under control of a trustee appointed under
the Securities Investor Protection Act.  The Lehman brokerage has
yet to make a first distribution to non-customers.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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


LODGENET INTERACTIVE: Inks Forbearance Agreement with Lenders
-------------------------------------------------------------
LodgeNet Interactive Corporation has reached a forbearance
agreement regarding its credit agreement with lenders holding a
majority of the loans thereunder.  This agreement advances the
Company's ongoing process, as announced on Aug. 21, 2012, of
working with its financial advisors and lenders to address its
capital structure and liquidity needs and implement a long-term
strategic solution that best positions the Company for the future.

In connection with the forbearance agreement, the Company's
lenders have agreed to not exercise their rights, up to and
through Dec. 17, 2012, primarily with respect to the Company's
breach of its leverage covenant under the Credit Facility.
Principal and interest due under the Credit Facility on Sept. 30,
2012, were paid.

In light of the forbearance agreement and the Company's need to
manage its liquidity, it has deferred the payment of the preferred
dividend scheduled to be paid on Oct. 15, 2012, on its 10% Series
B cumulative perpetual convertible shares, enhancing its financial
flexibility as it works on a comprehensive solution to strengthen
its balance sheet.  The deferred dividend that was scheduled to be
paid on Oct. 15, 2012, in the amount of $1.4 million will accrue
in accordance with the terms of the Preferred Stock.

Due to the ongoing nature of the Company's discussions with its
lenders and consideration of strategic alternatives, the Company
will not hold a third quarter 2012 quarterly earnings call.  The
Company expects to file its third quarter 2012 results on Form
10-Q with the Securities and Exchange Commission on or before
Nov. 9, 2012.

A copy of the Forbearance Agreement is available for free at:

                        http://is.gd/vPYbwg

                    About LodgeNet Interactive

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses.  LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States.  The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions.  LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.

The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.

The Company's balance sheet at June 30, 2012, showed $283.34
million in total assets, $439.32 million in total liabilities and
a $155.98 million total stockholders' deficiency.

                           *     *     *

As reported by the TCR on Aug. 7, 2012, Moody's Investors Services
downgraded LodgeNet Interactive Corp.'s Corporate Family Rating
(CFR) to Caa1 from B3 and changed the Probability of Default
Rating (PDR) to Caa2 from Caa1.  The reason for the downgrade is
due to poor first and second quarter financial results and Moody's
expectations that they will not improve in the near term.

In the Aug. 7, 2012, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on U.S. in-room
entertainment and data services provider LodgeNet Interactive
Corp. to 'CCC' from 'B-'.  "The downgrade reflects LodgeNet's weak
second-quarter operating performance resulting from a sharp
reduction in its room base, which we expect will continue over the
near term," said Standard & Poor's credit analyst Hal Diamond.


MENDOCINO COAST: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mendocino Coast Health Care
        700 River Drive
        Ft. Bragg, CA 95437

Bankruptcy Case No.: 12-12753

Chapter 11 Petition Date: October 17, 2012

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Debtor's Counsel:  Andrea T. Porter, Esq.
                   FRIEDMAN AND SPRINGWATER LLP
                   33 New Montgomery St, #290
                   San Francisco, CA 94105
                   Tel: (415) 834-3805
                   E-mail: aporter@friedmanspring.com

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

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

The petition was signed by Wayne C. Allen, chief financial
officer.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Cardinal Health Pharm     Trade Debt             $292,949
Distribution
File #74031
P.O. Box 60000
San Francisco, CA 94160

Cal Pers                  Trade Debt             $188,076
P.O. Box 4032
Sacramento, CA 95812-4032

Valley Emergency          Trade Debt             $112,425
Physicians
1990 N. California Blvd.
Suite 400
Walnut Creek, CA 94596

Johnson & Johnson Depuy   Trade Debt             $87,127

Alpha Fund                Trade Debt             $70,451

Cardinal Health Medical   Trade Debt             $67,969
Prod & Svcs

Zimmer                    Trade Debt             $54,835

Martin Fletcher &         Trade Debt             $49,466
Associates

CDW-G                     Trade Debt             $42,317

Park Place Int'l.         Trade Debt             $38,200

Beta Healthcare           Trade Debt             $35,736
Group 1443

Toshiba America           Trade Debt             $31,976
Medical Systems

Siemens Healthcare        Trade Debt             $28,110
Diagnostics

Office Max                Trade Debt             $25,186

Health Care Dental        Trade Debt             $24,438
Trust

The Shams Group           Trade Debt             $20,745

Phoenix Medcom Inc.       Trade Debt             $20,614

Staff Care, Inc.          Trade Debt             $20,767

Aretaeus Telemedicine,    Trade Debt             $20,000
Inc.

Nuance Communications     Trade Debt             $19,532


MERCURY PAYMENT: S&P Gives 'BB-' Rating on $100MM Incremental Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating (one notch above the 'B+' corporate credit rating on the
company) and '2' recovery rating to Mercury Payment Systems LLC's
(MPS) proposed $100 million incremental first-lien term loan B.
"The '2' recovery rating indicates our expectation for substantial
(70% to 90%) recovery for lenders in the event of a payment
default. The company will use the new debt proceeds to finance a
dividend to shareholders. At the same time, we lowered the issue-
level on the company's existing first-lien credit facilities
(consisting of a $25 million revolver and $200 million term loan
B) to 'BB-' from 'BB'. We revised the recovery rating to '2' from
'1'. The lower ratings are solely the result of the additional
pari passu first-lien debt in the capital structure," S&P said.

"We have maintained our recovery rating assumptions and estimated
default level recovery valuation from our Sept. 27, 2012, recovery
analysis. Our estimated recovery percentage for all the first-lien
debt is at the very low end of our 70% to 90% bucket, however, and
we would likely lower the issue-level ratings and revise the
recovery ratings if the company incurred any additional first-lien
or other priority debt," S&P said.

"Our corporate credit rating and outlook on the company are
unchanged by the proposed transaction. The additional debt
increases our last-12 months ended June 30, 2012, pro forma
leverage to around 4x from about 2.5x. Free operating cash flow to
debt will decline to about 8.5% from the high-teens percent area.
Both of these metrics though are still well within the parameters
of our current financial risk profile and corporate credit rating
assessments," S&P said.

"Our ratings on MPS reflect its 'weak' business risk and
'aggressive' financial risk profiles under our criteria. The
business risk incorporates the company's narrow addressable
market, modest EBITDA base, high level of competition from
entities with significantly better resources, and the risks
associated with the transition to its in-house processing
platforms. These considerations are partly offset by the company's
embedded position within its market niche and consistently strong
growth and operating performance. The company's favorable
financial metrics for the rating also provide credit support," S&P
said.

RATINGS LIST

Mercury Payment Systems LLC
Corporate Credit Rating                B+/Stable/--

Ratings Lowered; Recovery Ratings Revised
                                        To          From
Mercury Payment Systems LLC
First-Lien Credit Facilities
   $25 Mil. Revolver                    BB-         BB
      Recovery Rating                   2           1
   $200 Mil. Term Loan B                BB-         BB
      Recovery Rating                   2           1

New Rating
Mercury Payment Systems LLC
$100 Mil. First-Lien Incremental Term Loan B       BB-
      Recovery Rating                               2


MERIDIAN SPORTS: Health Club Files for Chapter 11 in California
---------------------------------------------------------------
Meridian Sports Clubs of California LLC, a chain of health clubs
mostly in southern California, sought Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-19163) on Oct. 16 in Woodland
Hills, California.  Two affiliates also sought Chapter 11
protection.

Meridian owns or operates 10 sports clubs, seven of which are
located in southern California, one in northern California, one in
Nevada, and one in Honolulu, Hawaii.  Meridian offers state of the
art weight training machines and exercise equipment, and an
unwavering commitment to its members.

Meridian has approximately 580 employees, of which approximately
one-third are full-time.  The Debtors' average bi-monthly gross
payroll is $375,000 to $400,000.

Meridian generates most of its income from membership dues.  The
Debtors realized approximately $23.1 million and $21.5 million in
ordinary business revenues in years 2010 and 2011, respectively.
The Debtors generated positive EBITDA of $2.4 million and $862,000
during these same years, respectively.

"Meridian has experienced difficulty maintaining membership and
revenues since the economic recession in 2008.  Yet, many of
Meridian's leases were executed prior to that time and remain at
above market and unsustainable levels.  Meridian commenced the
cases in an effort to restructure its costs, particularly leases,
to reflect current market conditions, and to evaluate the
company's restructuring options," says Charles H. Grieve, II,
manager of the Debtor.

The Debtor estimated assets of less than $10 million while debt
exceeding $10 million.  Liabilities include $15.3 million on notes
secured by all the assets.  There is another $1 million owing to
trade suppliers, according to a court filing.

The Debtor has filed a motion to access up to $1 million of DIP
financing, of which $100,000 would be available on an interim
basis.


MT. JULIET COMMONS: Shopping Center Files Chapter 11
----------------------------------------------------
Annie Johnson, staff reporter at Nashville Business Journal,
reports that Mt. Juliet Commons has sought Chapter 11 bankruptcy
protection.

The report relates Mt. Juliet Commons has nearly $4 million in
liabilities on top of $1.7 million in assets.  The center's
largest unsecured creditor is the Wilson County trustee, for
$18,000 in property tax.  Secured creditors include F&M Bank in
Clarksville, which has the senior lien on the 1.8 acres of
property.

Mt. Juliet Commons operates a retail strip center, which includes
seven business units, six of which are currently rented by Los
Compadres, Painturos, Polished Nail Salon, Summit Realty Group,
Tangles Salon and Tennessee Farm Bureau.  The company is developer
Benton Forkum of Fountain Plaza Limited Partners.


MT. JULIET COMMONS: Case Summary & 11 Unsecured Creditors
---------------------------------------------------------
Debtor: Mt. Juliet Commons, LLC
        12892 Lebanon Road
        Mount Juliet, TN 37122

Bankruptcy Case No.: 12-09388

Chapter 11 Petition Date: October 15, 2012

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

Judge: Keith M. Lundin

Debtor's Counsel: Ben Hill Thomas, Esq.
                  BHT LAW, PLLC
                  1105 16th Ave. South, Suite D
                  Nashville, TN 37212
                  Tel: (615) 322-9191
                  Fax: (615) 322-1220
                  E-mail: ben@benhthomaslaw.com

Scheduled Assets: $1,679,945

Scheduled Liabilities: $3,934,569

A copy of the Company's list of its 11 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/tnmb12-09388.pdf

The petition was signed by Benton Clay Forkum, Jr., sole member.


NETWORK CN: Inks Separate Agreements with Lek Pak and Windcom
-------------------------------------------------------------
Yi Gao Shanghai Advertising Limited, a wholly owned subsidiary of
Network CN Inc., on Oct. 16, 2012, entered into a co-operation
agreement with Lek Pak Company Limited.  The agreement grants Yi
Gao the exclusive right to operate the 276 square meter
advertising area located on the first floor of the Union Building
at the entrance of Zhuhai sub-zone of Zhuhai-Macau Cross Border
Industrial Zone for a period of a 34-month ending July 31, 2015.
The Company agreed to pay to Lek Pak a fixed annual fee of
RMB3,974,400 (approximately US$624,000) together with a variable
fee of 80% of after-tax revenue, net of the fixed annual fee.

On same date, Yi Gao entered an agreement with Windcom Advertising
and Trading, pursuant to which Yi Gao agreed for Windcom to
operate the Area for the same 34 month period ending July 31,
2015.  Windcom agreed to pay to Yi Gao an amount equal to the
fixed fee Yi Gao owes under the Lek Pak agreement, or
RMB3,974,400, together with a variable fee at 90% of after-tax
revenue, net of the fixed annual fee.  The Company anticipates
that it will begin to generate advertising revenues immediately.

The Company is actively exploring new media projects such as the
Lek Pak and Windcom agreements in order to provide a wider range
of media and advertising services, rather than focusing primarily
on LED media.  The Company has identified several such potential
projects which it intends to aggressively pursue in the coming
year.

The agreements are subject to the laws of the People's Republic of
China and the ability of Yi Gao and Windcom to publish
advertisements is subject to applicable rules and regulations in
China regarding advertising generally, and public out-of-home
advertisements in particular.

                         About Network CN

Causeway, Hong Kong-based Network CN Inc. operates in one single
business segment: Media Network, providing out-of home advertising
services.

As reported in the TCR on April 18, 2012, Baker Tilly Hong Kong
Limited, in Hong Kong SAR, expressed substantial doubt about
Network CN's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has incurred net
losses of $2,102,548, $2,603,384 and $37,383,361 for the years
ended Dec. 31, 2011, 2010, and 2009, respectively.  "Additionally,
the Company used net cash in operating activities of $388,278,
$1,552,403 and $5,428,273 for the years ended Dec. 31, 2011, 2010,
and 2009, respectively.  "As of Dec. 31, 2011, and 2010, the
Company recorded stockholders' deficit of $5,056,418 and
$3,524,536 respectively.

The Company's balance sheet at June 30, 2012, showed $1.03 million
in total assets, $3.72 million in total liabilities, and a
$2.69 million total stockholders deficit.


NET TALK.COM: Issues $1.1 Million Debenture to Vicis Capital
------------------------------------------------------------
Net Talk.com, Inc., issued to Vicis Capital Master Fund a 10%
Senior Secured Debenture, due Dec. 31, 2013.  The 10% Senior
Secured Debenture provides for total advances of up to $1,150,000
to be made to the Company.  The 10% Senior Secured Debenture,
among other matters, accrues interest at 10% per annum, is payable
in full on Dec. 31, 2013, is secured by all of the assets of the
Company, and provides for a default rate of interest of no less
than 18% upon an event of default.  Proceeds from the debenture
will be used for marketing and general working capital.  A copy of
the Debenture is available for free at http://is.gd/CX5qyo

                        About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

The Company reported a net loss of $26.17 million $2.72 million of
revenue for the year ended Sept. 30, 2011, compared with a net
loss of $6.30 million on $737,498 of revenue during the prior
year.

The Company's balance sheet at June 30, 2012, showed $6.03 million
in total assets, $18.82 million in total liabilities,
$8.13 million in redeemable preferred stock, and a $20.92 million
total stockholders' deficit.


NORTEK INC: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Providence, R.I.-based Nortek Inc. The rating
outlook is stable.

"We affirmed the 'B' issue-level rating (the same as the corporate
credit rating) on Nortek's 8.5% senior unsecured notes due 2021.
The proposed $235 million add on to the existing $500 million
brings the total to $735 million," S&P said.

"The recovery rating remains '4', indicating our expectation of
average (30% to 50%) recovery for lenders in the event of a
payment default. We expect the notes to be issued at a premium and
for Nortek to raise $250 million of gross proceeds," S&P said.

The company intends to use the proceeds from its proposed add-on
offering to prepay a portion of its existing term loan.

"The rating on Nortek Inc. reflects our view of the company's
'highly leveraged' financial risk, given our expectations that
leverage is likely to remain about 5x over the next several
quarters," said Standard & Poor's credit analyst Tobias Crabtree.
"The ratings also reflect what we consider to be Nortek's 'fair'
business risk profile because we believe the company has leading
positions in diverse product lines, such as kitchen range hoods
and exhaust fans. Nortek's considerable exposure to challenging
residential and nonresidential construction end markets somewhat
offsets these positions. The ratings also reflect our view of the
company's 'adequate' liquidity position as a result of its
favorable debt maturity profile."

"Under our baseline scenario, we forecast Nortek to generate
annual EBITDA of between $230 million to $240 million in 2012 and
2013, compared with approximately $240 million earned for the
trailing 12 months ended June 30, 2012. Nortek is a manufacturer
and distributor of residential and commercial ventilation, HVAC,
display mounts, and technology products. Following acquisitions
completed in 2011, the company's technology products and display
mounts segments sales, which serve diverse end markets such as
health care and education, account for more than 30% of total
sales and have somewhat reduced the company's exposure to
challenging residential construction markets," S&P said.

"The stable rating outlook reflects our opinion that Nortek will
generate positive free cash flow and maintain credit measures in
line with its recent levels despite our expectation for weak
repair and remodeling activity over the next year. Based on EBITDA
of approximately $230 million in 2012, we expect leverage to be
about 5x, a level that's in line with our view of the company's
highly leveraged financial risk profile and the rating given its
fair business risk profile. In addition, our outlook reflects our
view that the company's liquidity position is likely to remain
adequate based on its favorable debt maturity profile," S&P said.

"We could take a negative rating action if EBITDA were to decline
more than 25% from our projected 2013 level because of another
recession and reduced construction activity or rapidly rising raw
material costs. For a lower rating, leverage would likely have to
be sustained above 7x," S&P said.

"At this time, we believe a positive rating action is unlikely
given our expectations for leverage to be maintained at 5x
throughout the next several quarters. Still, if EBITDA were to
improve at least 15% from 2013's anticipated level then we could
consider a higher rating. This could occur if, for example, a much
greater-than-expected recovery in residential construction
activity resulted in leverage being maintained between 4x and 5x,"
S&P said.


OLD REPUBLIC: Unit May Avoid Being Put Into Receivership
--------------------------------------------------------
Susanna Pak at Bloomberg News reports that Old Republic
International Corp. climbed the most since May as Raymond James &
Associates upgraded the insurer to outperform, saying its main
mortgage- insurance unit may avoid being put into receivership.

Raymond James upgraded the company after attending a hearing in
North Carolina addressing the corrective-action plan on the
insurer's mortgage-guaranty unit, according to the report.  The
state Department of Insurance put Old Republic under supervision
rather than receivership, the report relates.

"We believe the accelerated prepayment risk for the company's
convertible debt is off the table. . . . Therefore, we are
upgrading the stock based on its attractive valuation and dividend
yield," C. Gregory Peters, an analyst at Raymond James, said in a
note obtained by the news agency.

The Department of Insurance is expected to issue a final plan in
the next few weeks, according to Raymond James, the report notes.

The report relates that the firm has a $12 target price on Old
Republic and lifted its rating from market perform.


OWENS CORNING: Moody's Rates Sr. Unsecured Notes Due 2022 'Ba1'
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 corporate family rating
and Ba1 probability of default rating of Owens Corning. Moody's
also assigned a Ba1 rating to the company's proposed senior
unsecured notes due 2022. Proceeds from the notes issuance will be
used to refinance about $435 million of existing debt, to pay
about $60 million in repayment premiums, and to finance other
related fees and expenses. The speculative grade liquidity rating
is affirmed at SGL-2. The rating outlook is stable.

The following ratings will be affected by this action:

Corporate Family Rating affirmed at Ba1;

Probability of Default Rating affirmed at Ba1;

6.5% Senior Unsecured Notes due 2016 affirmed at Ba1 (LGD4, 53%):

9.0% Senior Unsecured Notes due 2019 affirmed at Ba1 (LGD4, 53%);

Senior Unsecured Notes due 2022 rated Ba1 (LGD4, 53%);

7.0% Senior Unsecured Notes due 2036 affirmed at Ba1 (LGD4, 53%);
and,

Senior Unsecured Shelf Rating rated (P)Ba1.

The speculative grade liquidity rating affirmed at SGL-2.

Ratings Rationale

Owens Corning's Ba1 corporate family rating remains appropriate at
this time due to its franchise value, good liquidity and Moody's
expectations that performance will recover in 2013. The financial
health of Owens Corning will improve once the US and European
economies return to more normal levels of activity. The company's
composite business will continue to see some headwinds, mainly
from Europe, over the next 12 months, but the segment will still
contribute favorably to Owens Corning's earnings. Moody's also
expects Owens Corning's insulation business to rebound in 2013.
New housing construction, the primary driver for the insulation
business, now shows signs of a sustained revival in the US.
Moody's forecast estimates that new housing starts will rise
steeply to 750,000 in 2012 and up to 875,000 in 2013 from 610,000
in 2011. Although the roofing business will experience some
pressure through the end of 2012, this business should continue to
generate margins at least in the mid-teens and remain a source of
strength.

Even so, Moody's expects key debt credit metrics to worsen over
the short-term, since Owens Corning recently lowered its 2012
earnings guidance to $280-$310 million, down from $360-$420
million, a meaningful drop of approximately 25%. The lower
earnings guidance results from lower-than-expected demand for its
composites and roofing businesses. According to Moody's estimates,
interest coverage (defined as its ratio of EBITA-to-interest
expenses) will weaken toward 2.75x for the full year from 3.0x for
the 12 months ended June 30, 2012. Owens Corning's debt-to-EBITDA
ratio could reach nearly 4.0x at year-end 2012, up from 3.7x at
the end of the second quarter (all ratios adjusted for Moody's
standard adjustments).

Despite the weaker earnings outlook, Moody's sees no imminent
danger from a liquidity perspective, and expect Owens Corning to
maintain its SGL-2 speculative grade liquidity rating over the
next 12 months. Moody's projects that the company will generate
sufficient funds from operations for its normal operating
requirements and capital expenditures, and to support its growth
initiatives, during the next 12 months. Owens Corning usually has
negative cash from operations in the first quarter of each fiscal
year mainly because of seasonal demands in its building materials
business segment. The company's $800 million revolving credit
facility due 2016 has ample availability to support such seasonal
demands. Alternate sources of liquidity are significant since the
company's assets, with the exception of accounts receivable, are
unencumbered.

The Ba1 rating assigned to the proposed Sr. Unsec. Notes due 2022
is the same rating as the corporate family rating. The new notes
will rank pari passu with the company's other unsecured notes.
Proceeds from the notes offering will be used to pay down its
revolving credit facility by $85 million, its Notes due 2016 by
$250 million, and its Notes due 2019 by $100 million.
Approximately $60 million will be used for the repayment premium
associated with the pay down of the two notes, with the remaining
balance of the proceeds used for accrued interest, and other fees
and expenses. Most of the proceeds from any upsizing of the
proposed issuance will likely be used to reduce further the
borrowings under Owens Corning's revolving credit facility.
Although the proposed financing will modestly improve liquidity
through reduced revolver usage and reduce the refinancing risk for
the Notes due 2016, it also results in a moderate short-term
increase in leverage. Moody's views the proposed transaction as
relatively aggressive. Owens Corning will pay a very large, debt-
financed redemption premium for the Notes relative to an expected
reduction of less than $5 million in future cash interest
payments. In light of lowered earnings guidance and the resulting
deterioration in leverage metrics, the company's decision to have
used cash for share repurchases in lieu of conserving cash to
enhance liquidity, to delever, or to pay redemption premiums,
highlights the company's shareholder friendly policies.

Ratings pressures could ensue if financial performance worsens
such that EBITA-to-interest expense remains below 3.0 times or
debt-to-EBITDA is sustained above 4.0 times over the long term
(all ratios incorporate Moody's standard adjustments).
Deterioration in the company's liquidity profile or ongoing share
repurchases without a marked improvement in credit metrics could
negatively impact the ratings as well.

A rating upgrade is possible once Owens Corning is able to
generate significant earnings in each of its business segments.
Over time, EBITA-to-interest expense approaching 4.5 times, and
debt-to-EBITDA sustained below 3.0 times (all ratios incorporate
Moody's standard adjustments) would suggest potential for upwards
ratings movement. Higher levels of cash on hand and significantly
reduced borrowings under the revolving credit facility could
warrant an improvement in the company's speculative grade
liquidity assessment.

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

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


PABELLON DE LA VICTORIA: Files for Chapter 11 in Puerto Rico
------------------------------------------------------------
Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-08223) in
Ponce, Puerto Rico, on Oct. 16.

The Debtor has filed an application to employ Gloria M. Justiniano
Irizarry, Esq., at Justiniano's Law Office, in Mayaguez, Puerto
Rico, as counsel.

The Debtor estimated assets and debts of $10 million to
$50 million.  Banco Popular De Puerto Rico has $14 million in
unsecured claims.


PENN NATIONAL: Moody's Raises CFR/PDR to 'Ba1'; Outlook Stable
--------------------------------------------------------------
Moody's Investor's Service raised Penn National Gaming, Inc.'s
Corporate Family and Probability of Default ratings to Ba1 from
Ba2, and the company's $325 million 8 3/4% senior subordinated
notes to Ba2 from B1. Penn's Ba1 senior secured credit facilities
rating were affirmed. The rating outlook was changed to stable
from positive following the rating upgrade.

The upgrade of Penn's Corporate Family Rating to Ba1 reflects
Moody's expectation that the St. Louis casino acquisition along
with Penn's recently opened casino in Kansas and current
development projects in Ohio will support the company's ability to
maintain adjusted debt/EBITDA at 4.0 times or below over the long-
term, a level Moody's considers appropriate for a Ba1 Corporate
Family Rating given Penn's size, geographic diversification, and
free cash flow generating ability.

The upgrade also considers Penn's plan to increase its senior
secured term loan facilities by $1 billion. This increase consists
of a $400 million incremental term loan A due 2016 through the
accordion feature on the company's existing term loan A, and a
$600 million incremental term loan B due 2018. Proceeds from this
proposed increase will be used to fund the previously announced
acquisition of Harrah's St. Louis and pay down the outstanding
balance on its senior secured revolver.

Ratings upgraded:

  Corporate Family Rating, to Ba1 from Ba2

  Probability of Default Rating, to Ba1 from Ba2

  8.75% senior subordinated notes due 2019, to Ba2 (LGD 6, 94%)
  from B1 (LGD 6, 93%)

Ratings affirmed and LGD assessments revised:

  $1,065 million term loan A due 2016 at Ba1 (LGD 3, 45%)

  $1,342.5 million term loan B due 2018 at Ba1 (LGD 3, 45%)

Ratings Rationale

Penn's Ba1 Corporate Family Rating considers the company's large
and well-diversified asset base, low leverage relative to its
gaming peer group, very good cash flow and liquidity profile, and
Moody's favorable view of the St. Louis casino acquisition and
Ohio casino developments. Combined, these attributes are expected
to enable Penn to continue to simultaneously invest and grow its
asset base and maintain its strong credit metrics, despite some
level of cannibalization that will occur among the company's
casino portfolio and the possibility that overall U.S. gaming
demand trends nationwide deteriorate from current levels.

The stable rating outlook considers that while the incremental
credit facility will result in an increase of Penn's consolidated
adjusted debt/EBITDA to above 4.0 times, Moody's expects the
annual EBITDA contribution from St. Louis acquisition along with a
full year EBITDA contribution from casinos that have, or are
scheduled to, open in fiscal 2012, will reduce the company's
leverage to below 4.0 times. The adjusted debt/EBITDA figure
includes Moody's standard analytic adjustments as well as the
application of 50% equity treatment to Penn's approximate $1.23
billion redeemable preferred stock. Excluding the application of
50% equity credit to the preferred stock, pro forma debt/EBITDA is
about 3.8 times. The stable outlook also incorporates Moody's view
that Penn will look to pursue other domestic regional gaming
opportunities where the company can leverage its balance sheet,
relatively low cost of debt capital, and operating expertise.

Ratings improvement is not likely given the highly secured nature
of Penn's debt capital structure; a characteristic that Moody's
does not believe is consistent with an investment grade rating.
Ratings could be lowered if it appears that Penn's recent and
expected casino developments will not generate the returns
necessary for the company to maintain adjusted debt/EBITDA below
4.5 times over the longer-term and/or gaming demand across the US
declines materially due to continued or increased economic
weakness. Periodic increase in leverage that occur as a result of
debt-financed development activity that Moody's believes has a
good risk/reward profile, however, would not likely have a
negative impact on Penn's ratings.

Penn National Gaming, Inc. is a multi-jurisdictional owner and
manager of gaming and pari-mutuel properties. As of June 30, 2012,
the company owns, manages, or has ownership interests in twenty-
seven facilities in the following nineteen jurisdictions:
Colorado, Florida, Illinois, Indiana, Iowa, Kansas, Louisiana,
Maine, Maryland, Mississippi, Missouri, Nevada, New Jersey, New
Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario. The
company reported $2.8 billion of net revenue for the 12-month
period ended June 30, 2012.


PENN NATIONAL: S&P Keeps 'BB' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned issue-level and
recovery ratings to Wyomissing, Pa.-based Penn National Gaming
Inc.'s proposed $1 billion of incremental term loans. "We assigned
the term loans our issue-level rating of 'BBB-' (two notches
higher than the 'BB' corporate credit rating on the company) with
a recovery rating of '1', indicating our expectation for very high
(90% to 100%) recovery for lenders in the event of a payment
default. The term loans will be comprised of a $400 million term
loan A maturing in July 2016 and a $600 million term loan B
maturing in July 2018. Penn National plans to use proceeds from
the incremental borrowings to fund the acquisition of Harrah's St.
Louis and to repay revolver borrowings," S&P said.

"At the same time, we placed our issue-level rating on Penn
National's 8.75% senior subordinated notes on CreditWatch with
negative implications. The addition of the planned $1 billion of
incremental term loans would result in a higher level of secured
debt outstanding under our simulated default scenario versus our
previous analysis. This would reduce the recovery prospects for
the subordinated notes enough to warrant a downward revision to
our recovery rating on the notes. Upon closing of the incremental
term loans, we expect to revise our recovery rating on the notes
to '5' (10% to 30% recovery expectation) from '4' (30% to 50%
recovery expectation) and lower our issue-level rating to 'BB-'
(one notch lower than the corporate credit rating) from 'BB' (the
same as the corporate credit rating), in accordance with our
notching criteria," S&P said.

"The corporate credit rating on Penn National is 'BB' and the
rating outlook is stable. The rating re reflects our assessment of
the company's financial risk profile as 'aggressive' and its
business risk profile as 'satisfactory,' according to our rating
criteria," S&P said.

"Our assessment of Penn's financial risk profile as aggressive
reflects the company's expansion-based growth strategy and high
debt leverage, as well as construction and ramp-up-related risks
associated with its development projects. Our expectation that
Penn will be able to fund most of its development spending from
internally generated cash flow and that the company will generate
relatively stable cash flow over the intermediate term given its
broad portfolio of regional gaming properties somewhat offset the
negative risk factors," S&P said.

"Our assessment of Penn's business risk profile as satisfactory
reflects the company's geographically diverse portfolio of assets,
experienced management team, solid operating track record, and
EBITDA margins that compare favorably with other U.S. commercial
gaming operators. Somewhat offsetting these positive business risk
factors is a portfolio with several properties that are not
leaders in competitive markets, and increasing competitive
pressures in some of Penn National's key markets," S&P said.

"Our forecast for 2012 and 2013 incorporates our expectation of
the negative impact that new competition in key markets will have
on Penn's existing portfolio, as well as our expectations for
performance at Penn's newly opened Ohio casinos. We have factored
in an expectation for low- to mid-single-digit percentage growth
in revenue and EBITDA in 2012. In 2013, we expect EBITDA to grow
in the high-single-digit area, reflecting our belief that the two
casinos in Ohio will generate between $175 million and $200
million of combined EBITDA and that these properties, along with
EBITDA from the newly acquired Harrah's St. Louis, will more than
offset the effects of additional competition surrounding some of
Penn's key properties, including its Charles Town and Lawrenceburg
Casinos," S&P said.

"Pro forma for the incremental debt, we expect Penn's leverage to
increase to about 5x by the end of 2012, and to remain there over
the next two years as Penn completes its outlined development
projects in Ohio. At the 'BB' rating, we expect leverage,
including the zero-coupon preferred equity, to track below 5x over
time, although we would tolerate short-term spikes to facilitate
developments or acquisitions that we believe strengthen Penn's
business profile. While we expect management to continue to pursue
new developments and acquisitions, we believe it will continue
being diligent in making an investment or offering a price that
will not meaningfully impair Penn National's current financial
profile," S&P said.

"Penn National will report third quarter earnings results on
October 18, 2012 and we will update our rationale shortly
following the company's earnings release," S&P said.

RATINGS LIST

Penn National Gaming Inc.
Corporate Credit Rating                     BB/Stable/--

New Ratings
Penn National Gaming Inc.
$400M incremental term loan A due 2016      BBB-
   Recovery Rating                           1
$600M incremental term loan B due 2018      BBB-
   Recovery Rating                           1

CreditWatch Action; Recovery Rating Unchanged
                                       To                    From
Penn National Gaming Inc.
Senior subordinated notes              BB/Watch Neg          BB
   Recovery Rating*                    4                     4


PHILADELPHIA SCHOOL: Moody's Ba1 Affirmation Affects $3.1BB Debt
----------------------------------------------------------------
Moody's Investors Service has assigned an enhanced rating of Aa3
with a stable outlook and underlying rating of Ba1 with a negative
outlook to the Philadelphia School District's (PA) $300 million
School Lease Revenue Bonds, Series 2012 issued through the
Pennsylvania State Public School Building Authority (SPSBA).
Concurrently, Moody's has affirmed the underlying Ba1 rating and
negative outlook on $2.2 billion in direct general obligation debt
and $883 million in lease revenue debt issued through the SPSBA
that carries the district's pledge of its full faith credit and
taxing power. Proceeds from the issue will be used to close a
projected $225 million accumulated deficit in the district's
Operating Fund in fiscal 2013 and an additional $75 million
deficit projected in fiscal 2014.

Affirmation of Ba1 rating and negative outlook affects $3.1
billion general obligation and lease revenue debt.

Moody's Rating

Issue: School Lease Revenue Bonds (The School District of
Philadelphia Project), Series 2012; Underlying Rating: Ba1;
Enhanced Rating: Aa3; Sale Amount: $300,000,000; Expected Sale
Date: 10-19-2012; Rating Description: General Obligation

Summary Rating Rationale

The Aa3 enhanced rating and stable outlook reflects Moody's
current assessment of the Pennsylvania State Public Building
Authority Lease Revenue Intercept Program, which provides for the
intercept of appropriated state aid due to the school district and
directly remitted to the Bond Trustee 30 days prior to debt
service payment dates. Only after the debt service amounts have
been deducted and transferred to the trustee will the balance of
the aid payments be transferred to the district for operating
purposes.

The Ba1 rating and negative outlook reflect the general obligation
rating and outlook of the district, given its pledge of its full
faith and credit and taxing power to secure the sublease payments
to the SPSBA, which in turn reflects the district's weak financial
position including a large budget gap for fiscal 2013 addressed
through the current deficit borrowing. The district closed most of
its significant budget gap for fiscal 2012 through a variety of
adjustments, including the use of both ongoing and one-time
revenue enhancements and expenditure savings. The district's
fiscal 2013 budget gap is the result of increasing expenditures
related to charter school growth and a very limited ability to
raise revenue. In addition, fixed expenditures related to mandates
and personnel costs continue to pressure the district to balance
its operations. The district last issued deficit funding bonds
early in the 2000s, and has depended on moderate use of one-time
revenues to finance operating costs on several occasions since
that time. The district also has a weak demographic profile and
high unemployment, modest property value growth, and a heavy
burden of tax-supported debt with moderate exposure to variable
rate debt and interest rate swaps.

Strengths

- District benefits from state oversight entity

- Large, diverse tax base; economic center for a multistate
   region

Challenges

- Significant budget gap for fiscal 2013 resulting in current
   deficit borrowing

- Constrained revenue-raising ability given city council
   required authorization for a portion of the tax rate

- Depletion of reserves and very narrow liquidity requiring
   annual cash flow borrowing

- Above average debt burden

Outlook

The outlook on the underlying rating on the district's general
obligation and lease revenue debt is negative, given the
significant gap in the district's fiscal 2013 budget following
several years of financial weakening and the deficit financing,
which effectively pushes the gap into future years.

WHAT COULD MAKE THE UNDERLYING RATING GO UP (REMOVAL OF THE
NEGATIVE OUTLOOK)

- Significant progress toward eliminating the budget gap over
   fiscal 2013 and a return to surplus operations in subsequent
   years

WHAT COULD MAKE THE UNDERLYING RATING GO DOWN

- Operating deficit beyond what is expected to be closed with
   deficit funding

- Continued structural imbalance in fiscal 2014 and beyond

Rating Methodology

The principal methodologies used in this rating was US General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009 and State Aid Intercept Programs and Financings.


PINNACLE OPERATING: Moody's Assigns 'B2' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) to Pinnacle Operating Corporation, and assigned ratings to
the company's proposed bank term loans. Proceeds from the new debt
offerings combined with private equity investments from funds
managed by Apollo Global Management, along with a minority
investment from management will be used to form Pinnacle. The
company is a combination of existing Pinnacle distribution assets
and Jimmy Sanders, Inc., which in combination form a small
distributor of crop inputs. The purchase price of Jimmy Sanders,
Inc. is approximately $750 million. These are first time ratings
for Pinnacle. The outlook is stable.

The following summarizes the ratings activity:

Ratings assigned:

Pinnacle Operating Corporation

  Corporate Family Rating -- B2

  Probability of Default Rating -- B2

  $350 million senior secured (first lien) term loan due 2019 --
  B2 (LGD3, 46%)

  $150 million senior secured (second lien) term loan due 2020 --
  Caa1 (LGD5, 78%)

Outlook: Stable

Ratings Rationale

Pinnacle's B2 CFR reflects the company's elevated leverage, (above
5 times) along with an untested growth strategy. The agricultural
distribution model has historically been a relatively stable model
with free cash flow generation and high single digit EBITDA
margins. The bulk of the company is formed from the acquisition of
the Jimmy Sanders, Inc. assets, which have appeared to be stable
over time and show growing operating cash flows. Sales have
increased from $402 million in 2009 to $693 million in 2011 as a
function of acquisitions and organic growth.

The B2 CFR rating is also a function of the lack of track record
in achieving the sponsor's future goals of growing the company
through the acquisitions of other agricultural distributors.
Moody's notes that there are numerous other players larger than
Pinnacle that may be interested in bidding for the same assets and
this competition is likely to result in high purchase multiples.
Moody's also notes the ability to buy distribution assets does not
always occur at a steady pace such that debt leverage may end up
being higher than anticipated if Pinnacle were to be successful on
multiple bids.

The stable outlook reflects Moody's expectation that Pinnacle will
be able to grow its business in a relatively steady manner without
significant increases in leverage. Before an upgrade is
considered, Moody's would expect to see Pinnacle maintain a Debt /
EBITDA ratio of less than 4.5 times on a sustained basis as well
as generate meaningful free cash flow. Should the company be
successful in improving profitability and generating meaningful
free cash flow/debt above 4%, (to be applied towards debt
reduction), the ratings could be upgraded. The rating could be
lowered if the company increases its leverage and fails to
successfully generate positive free cash flow for a sustained
period.

The $300 million Asset Based Revolver (ABL) is due in 2017 and
Moody's expects some $54 million to be drawn at closing. The ABL
will be secured by perfected (i) first-priority security interests
in all accounts receivable, loans receivable, other receivables,
inventory, related books and records and general intangibles,
deposit accounts, cash and proceeds of Pinnacle and each
Subsidiary Guarantor, subject to certain exceptions (the Shared
ABL Collateral), and (ii) third-priority security interests in the
Shared Term Collateral (as defined below). The $350 million 7 year
first lien term loan will be due in 2019 and its B2 rating is due
to its weaker security position. The first lien term loan will be
secured by perfected (i) second-priority security interests in the
Shared ABL Collateral, and (ii) first-priority security interest
in substantially all other assets of the Borrower and each
Subsidiary Guarantor, subject to certain exceptions (the "Shared
Term Collateral"), whether owned on the Closing Date or thereafter
acquired. The $150 million second lien term loan is due to mature
some six months after the 2019 maturity of the first lien term
loan and is rated Caa1 given its subordinate position relative to
its secured claim on assets. The second lien will be secured by
perfected (i) third-priority security interests in the Shared ABL
Collateral, and (ii) second-priority security interests in the
Shared Term Collateral. The Caa1 rating of the second lien term
loan reflects the view that in a default scenario there would be
little if any asset value available as a source of repayment to
second lien lenders given the secured positions above this loan.
Each facility also has a provision for an accordion feature,
subject to bank approval, that may support the acquisitive actions
management is expected to carry out.

Pinnacle's $300 million ABL is appropriately sized to meet the
seasonal liquidity needs of the company's current level of
distributors. This agricultural distribution business model is
highly seasonal due to distinct planting, growing and harvesting
cycles. In fiscal year 2011, approximately 75% of the Company's
revenue and nearly all of its EBITDA were generated in the first
and second quarters. This seasonality is primarily a function of
purchasing and growing patterns in the Mid-South where the
distributors are located. As a result of this seasonality, the
Company experiences significant monthly fluctuations in revenue,
EBITDA, and net working capital levels throughout its fiscal year.
However, the condensed nature of the planting season also provides
management with significant revenue and earnings visibility at the
beginning of each fiscal year, and allows for the efficient
management of its working capital levels. Nevertheless a high
level of acquisition activity could create liquidity problems
absent an appropriately sized ABL.

Pinnacle Operating Corporation formed in mid-2012 is an
agricultural input (seed, fertilizer, and crop protection
chemicals) supply and distribution business. The company's
estimated 2012 year end revenue on a pro forma basis is projected
to approach $900 million.

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


PINNACLE OPERATING: S&P Assigns 'B' Prelim Corporate Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' (preliminary)
corporate credit rating to Pinnacle Operating Corp.

"At the same time, we assigned a 'B' (preliminary) issue-level
rating and '4' recovery rating to Pinnacle's proposed $350 million
seven-year senior secured first-lien term loan. The '4' recovery
rating indicates our expectation of average (30%-50%) recovery in
the event of a payment default," S&P said.

"We also assigned a 'CCC+' (preliminary) issue rating and '6'
recovery rating to the company's proposed $150 million 7.5-year
senior secured second-lien term loan. The '6' recovery rating
indicates our expectation of negligible (0%-10%) recovery in the
event of a payment default," S&P said.

The ratings are based on preliminary terms and conditions. The
outlook is stable.

"The ratings reflect our assessment of Pinnacle's business risk
profile as 'weak' and its financial profile as "highly
'leveraged', said credit analyst Cynthia M Werneth. "The company
distributes seeds, fertilizers, and crop chemicals and provides
agricultural services such as field mapping, soil sampling, and
yield analysis. Pro forma for the acquisition, Pinnacle's
operations will consist of Jimmy Sanders' approximately 80 retail
locations in a seven-state area in the mid-south region of the
U.S. and much smaller operations in Northern Louisiana that
Pinnacle established in mid-2012."

"Despite seasonal fluctuations in earnings and cash flow, and the
potential that Pinnacle may make small debt-financed acquisitions,
we expect credit metrics to remain in a range appropriate for the
ratings, including FFO-to-debt of 10%-12% and debt-to-EBITDA above
5x. We could raise the ratings slightly during the next few years
if Pinnacle establishes a track record of reliable earnings and
cash flow, finances acquisitions in a balanced manner, and is able
to integrate them well, maintains prudent commodity risk
management and adequate liquidity, and generates FFO-to-debt above
12% and debt to EBITDA below 5x on a sustainable basis. To achieve
this level of improvement with its current capital structure, we
believe the company will have to grow its top line about 5% from
pro forma levels (before cost savings) and achieve and maintain
EBITDA margins near 11%," S&P said.


QUEST ACADEMY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Quest Academy, Inc.
        821 N. Kidder Avenue
        Covina, CA 91724

Bankruptcy Case No.: 12-44625

Chapter 11 Petition Date: October 15, 2012

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

Debtor's Counsel: Richard H. Gibson, Esq.
                  GIBSON LAW P.C.
                  21800 Oxnard St #310
                  Woodland Hills, CA 91367
                  Tel: (818) 716-7950
                  Fax: (818) 716-7995
                  E-mail: RickGibsonLaw@gmail.com

Estimated Assets: $0 to $50,000

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

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

The petition was signed by Lois Smith, president.


REALOGY HOLDINGS: Closes Offering of 46 Million Common Shares
-------------------------------------------------------------
Realogy Holdings Corp. closed its previously announced initial
public offering of 46,000,000 shares of its common stock, at a
price to the public of $27.00 per share, which included 6,000,000
shares of common stock issued upon the exercise in full of the
underwriters' option to purchase additional shares.  The shares
began trading on The New York Stock Exchange on Oct. 11, 2012,
under the symbol "RLGY."

The Company intends to use the net proceeds from the sale of
46,000,000 shares (net of underwriters' discounts and commissions
and estimated offering expenses) of approximately $1.2 billion
primarily to repay outstanding indebtedness.

Goldman, Sachs & Co., J.P., Morgan Securities LLC, Barclays
Capital Inc. and Credit Suisse Securities (USA) LLC acted as the
joint book runners for the offering.  Citigroup, Wells Fargo
Securities and BofA Merrill Lynch acted as lead co-managers and
Credit Agricole Securities (USA) Inc., Comerica Securities, Inc.,
CRT Capital Group LLC, Houlihan Lokey Capital, Inc., Lebenthal &
Co., LLC, Loop Capital Markets LLC and Apollo Global Securities,
LLC acted as co-managers.

The offering is being made only by means of a prospectus.  A copy
of the final prospectus may be obtained by contacting: Goldman,
Sachs & Co., Prospectus Department, 200 West Street, New York, NY,
10282, by calling (866) 471-2526, or by e-mailing prospectus-
ny@ny.email.gs.com or J.P. Morgan Securities LLC, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717,
or by calling (866) 803-9204.

The registration statement relating to the securities has been
declared effective by the Securities and Exchange Commission.

                    T. Hennings Named to Board

On Oct. 12, 2012, Travis W. Hennings was appointed to the board of
directors of the Company and the board of managers of Realogy
Group.  Mr. Hennings, age 30, is a principal of Apollo Global
Management and has been employed by Apollo since 2007.  Prior to
that time, Mr. Hennings was employed by Citigroup in its
Investment Banking Division.  Mr. Hennings was appointed as a
designee of Apollo pursuant to the Amended and Restated
Securityholders Agreement, dated Oct. 10, 2012, by and among the
Company, Domus Investment Holdings, LLC, RCIV Holdings, L.P.,
(Cayman) RCIV Holdings (Luxembourg) S.a.r.l., Apollo Investment
Fund VI, L.P., and Domus Co-Investment Holdings LLC.

               Changes Name to "Realogy Group LLC"

On Oct. 11, 2012, Realogy Group converted its form of business
organization from a Delaware corporation to a Delaware limited
liability company pursuant to Section 266 of the Delaware General
Corporation Law and Section 18-214 of the Delaware Limited
Liability Company Act.  Upon the Conversion, Realogy Corporation
also changed its name to "Realogy Group LLC."  Other than with
respect to the appointment of Mr. Hennings, the members of the
board of managers of Realogy Group are the same as the members of
the board of directors of Realogy Group immediately prior to the
Conversion.

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company reported a net loss of $439 million in 2011, a net
loss of $97 million in 2010, and a net loss of $260 million in
2009.

The Company's balance sheet at June 30, 2012, showed $7.82 billion
in total assets, $9.54 billion in total liabilities, and a
$1.72 billion total deficit.

                           *     *     *

In the Oct. 9, 2012, edition of the TCR, Moody's Investors Service
upgraded certain debt ratings of Realogy, Inc., including the
Corporate Family to Caa1, Probability of Default and senior
unsecured to Caa2 and senior subordinated to Caa3.  The rating
upgrades incorporate Moody's view that Realogy is positioned to
benefit as the number of residential home sales and the average
price of each transaction in the U.S. are expected to continue to
grow modestly through 2013.

As reported by the TCR on Oct. 15, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B' from 'CCC' and removed it, along with all related issue-level
ratings, from CreditWatch, where it was placed with positive
implications Sept. 28, 2012.

"The action follows the completion of the company's IPO of its
common stock.  Concurrent with and in addition to the IPO, Realogy
converted $1.9 billion in convertible debt to common stock," S&P
said.


RESIDENTIAL CAPITAL: Committee Wants Gibbs to Provide Documents
---------------------------------------------------------------
In a Sept. 25, 2012, filing, the Official Committee of Unsecured
Creditors appointed in Residential Capital's chapter 11 case,
asked the Court to compel Gibbs & Bruns, L.L.P., to produce
settlement communications between the Debtors and Ally Financial
Inc. concerning the negotiation and execution of the RMBS Trust
settlements.  The Committee said it was forced to file a motion to
compel because of G&B's refusal to produce documents with respect
to the Committee's Aug. 27, 2012 subpoena.

G&B, counsel for the steering committee group of RMBS holders,
argued that the Committee's motion should be denied as moot as
the Debtors and Ally agreed to produce documents relating to
their settlement communications.  As a result of the Debtors' and
Ally's agreement to produce the documents relating to their
settlement communications, the Creditors' Committee withdrew,
without prejudice, its motion to compel G&B to produce settlement
communications on Oct. 5, 2012.

                     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: FHFA Appeals Denial of Bid for Discovery
-------------------------------------------------------------
The Federal Housing Finance Agency, as conservator for the
Federal Home Loan Mortgage Corporation, appeals from Bankruptcy
Judge Martin Glenn's order denying its motion to compel document
discovery from the Debtors.

The FHFA sought permission from Bankruptcy Court to obtain loan
files relevant to the action styled Federal Housing Finance
Agency, as Conservator for the Federal Home Loan Mortgage
Corporation v. Ally Financial Inc. f/k/a GMAC, LLC et al. pending
in the United States District Court for the Southern District of
New York as Case No. 11- Civ. 7010

The Debtors oppose the request for loan discovery by the Non-Ally
Underwriter Defendants arguing that the Non-Ally Underwriter
Defendants raise no new arguments that were not previously
addressed by the Debtors.  The Debtors oppose any loan file
discovery because of the additional burden and cost to be
incurred in producing the sought information.

In a letter sent to the Bankruptcy Court, the Debtors' counsel,
Joel Haims, Esq., at Morrison & Foerster LLP, in New York,
notified Judge Glenn of Iron Mountain's estimate of costs and
duration for the conversion of files sought by the Federal
Housing Finance Agency.  Iron Mountain estimates that project
costs will range between $127,158 and $244,278 for standard time
and between $182,680 and $304,800 for expedited time.

In a memorandum opinion and order dated Oct. 12, 2012, Judge
Glenn denied the motion filed by FHFA and the underwriter
defendants to compel document discovery from the Debtors holding
that Section 105 of the Bankruptcy Code provides the Court with
the necessary authority to extend the protection of the automatic
stay to discovery from the Debtors.  Based on evidentiary record,
the Court concluded that the Debtors have established that
Section 105 should be applied to limit or restrict third-party
discovery from them absent further order of the Court.

Judge Glenn clarified that he is not issuing an injunction
against FHFA; rather, the Court is extending the protection of
the stay pursuant to Section 105(a) to anyone seeking discovery
from the Debtors absent further Court order.

               2nd Cir. Denies Stay in FHFA Actions

Counsel for FHFA, Andrew Glenn, Esq., at Kasowitz, Benson, Torres
& Friedman LLP, in New York, informed Judge Glenn that the Court
of Appeals for the Second Circuit denied, on a final basis, a
stay of FHFA's actions against several defendants, including
Ally.  Accordingly, FHFA's action against Ally will proceed, the
counsel 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: Triaxx Withdraws Bid for Discovery
-------------------------------------------------------
Triaxx Prime CDO 2006-1, LLC, Triaxx Prime CDO 2006-2, LLC, and
Triaxx Prime CDO 2007-1, LLC, sought and obtained Judge Martin
Glenn's permission to withdraw, without prejudice, their motion
under Rule 2004 of the Federal Rules of Bankruptcy Procedure in
order to serve discovery requests on "settling certificateholders"
pursuant to Rule 9014.

Prior to Triaxx's withdrawal of the request, the steering
committee of RMBS Holders objected to Triaxx's request arguing
that the discovery it seeks is procedurally improper, irrelevant
to any matter before the Court on the RMBS Settlement Motion, and
is proprietary and confidential.  Accordingly, the Steering
Committee asked the Court to deny the motion.

Kathy D. Patrick, Esq., a partner at Gibbs & Bruns, LLP, counsel
for the Steering Committee, told the Court that when the Steering
Committee was formed more than two years ago, the members agreed
that neither they -- nor any institution that joined the group
later -- would be privy to the individual holdings or pricing
information of the other members.  Ms. Patrick related that
because the pricing and holdings information are extremely
sensitive and proprietary, the knowledge of the 19 different
institutions that comprise the Steering Committee Group is
limited to the collective voting totals for the RMBS Trusts.

The Debtors also objected to Triaxx's request, complaining that
Triaxx seeks to utilize Bankruptcy Rule 2004 to circumvent the
discovery process for contested matters.  The information Triaxx
seeks to discover are outside of the information permitted for
discovery under Rule 2004, the Debtors argued.

                     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: Committee Info Sharing Protocol Approved
-------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors of Residential Capital LLC to establish
procedures for the dissemination of information and compliance
with the requirements set forth in Section 1102(b) of the
Bankruptcy Code to provide general unsecured creditors with access
to information related to the Chapter 11 cases.

In full satisfaction of the Committee's obligations to provide
general unsecured creditors with access to information, the
Committee will, among other things, establish and maintain a
Committee website at http://www.rescapcommittee.com/

If a general unsecured creditor makes a written request to the
Committee seeking disclosure of additional information, the
Committee will respond to the Requesting Creditor.  The
Committee, however, is not required to provide or disclose to its
non-member constituents any material of confidential nature.

                     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: Committee Wins OK to Retain JF Morrow
----------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors of Residential Capital LLC to retain J F.
Morrow as consultant and possible expert witness in relation to a
proposed RMBS Trust settlement.

Mr. Morrow will analyze applicable underwriting guidelines,
representations and warranties; plan and review, and supervise
review, of up to 1,500 randomly selected loan files to determine
conformance with applicable underwriting guidelines,
representations and warranties; develop expert report and
opinion, and if necessary provide expert testimony, with respect
to the RMBS Settlement; and provide other expert-related
testimony, consulting or advisory services as may be needed.

Mr. Morrow will be paid $400 per hour for his expert services and
will be reimbursed for any out-of-pocket expenses he incurs.

Mr. Morrow, who stated in his declaration that he has served as
an expert witness in a wide array of financial institutions/
mortgage areas, including on underwriting guidelines, assures the
Court that he does not represent any interest adverse to the
Committee, the Debtors or their estates.

Mr. Morrow also discloses that he has represented individuals as
a mortgage expert against Debtor GMAC Mortgage, LLC, in a
mortgage servicing action.  The action settled without deposition
or trial.  Mr. Morrow adds that he has also represented Debtor
Residential Funding Company, LLC, as mortgage expert in a
mortgage servicing action that has also already concluded.

                     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: Committee Wins OK to Retain Analytic Focus
---------------------------------------------------------------
The Court authorized the Official Committee of Unsecured
Creditors of Residential Capital LLC to retain Analytic Focus,
LLC, as consultant.

Analytic Focus' services will include reviewing and organizing
underwriting guidelines for loans;  re-underwrite a sample loan,
selected by the Committee's other RMBS consultants and experts,
of up to 1,500 loans; and provide the Committee with a data file
and data dictionary.  The Committee tells the Court that it will
be utilizing other professionals to assist in the analysis of the
proposed RMBS Settlement and Analytic Focus will work closely
with the other professionals to ensure there is no unnecessary
duplication of services.

Analytic Focus will be paid in accordance with its current hourly
rates: $525/hour for Dr. Adrian Cowan; $425/hour for other senior
professionals; $225 to $325/hour for research associates;
$125/hour for research assistants; and $125 to $245/ hour for
underwriters.  The firm will also be reimbursed for any out-of-
pocket expenses it incurs.

Adrian Cowan, chief operations member at Analytic Focus, LLC,
assures the Court that his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Committee, the
Debtors or their estates.

                     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).


ROSETTA GENOMICS: Grants Precision Right to Market MiRview mets2
----------------------------------------------------------------
On July 23, 2012, Rosetta Genomics Ltd. and its wholly owned
subsidiary Rosetta Genomics Inc. entered into a Co-Marketing
Agreement with Precision Therapeutics, Inc.

On Oct. 11, 2012, Rosetta and Precision entered into a Revised Co-
Marketing Agreement, which amends and restates the Agreement in
its entirety.  The Revised Agreement has an effective date of
Sept. 1, 2012.

Pursuant to the Revised Agreement, Rosetta has granted Precision
Therapeutics the co-exclusive right, along with Rosetta, to market
Rosetta's miRview mets2 assay in the United States.  During the
term of the Revised Agreement, Precision Therapeutics must use
commercially reasonable efforts to market and promote the sale of
the miRview mets2 assay in the United States and must use
reasonable efforts to perform a targeted number of monthly calls
to customers with respect to the miRview mets2 assay.

Under the terms of the Revised Agreement Rosetta will pay
Precision Therapeutics a monthly fee for its marketing and
promotion services.  Rosetta will record all revenues for miRview
mets2 and is responsible for sample collection, processing and
billing.

The Revised Agreement has an initial term of one year from the
Effective Date and is automatically renewed for one additional
year.  The Revised Agreement may be terminated by either party (i)
upon the material breach of or default under the Revised Agreement
by the other party, which breach or default is not cured within 30
days of notice from the non-breaching party, (ii) if the other
party admits to being or is declared insolvent, or voluntary or
involuntary proceedings are instituted by or against it in
bankruptcy, or receivership, or for a winding-up or for the
dissolution or re-organization of its assets, which proceedings
are not dismissed within 30 days thereafter, and (iii) based on
medical safety, regulatory reasons, injunction (whether temporary
or not), or if Rosetta no longer has the right to use any patent
incorporated in the test.

In addition, Rosetta may terminate the Revised Agreement (i) for
any reason upon 90 days prior written notice, which notice cannot
be given prior to nine months after the Effective Date, and (ii)
upon 14 days prior written notice if Medicare issues a decision
not to cover the miRview mets2 test or if Medicare ceases to
reimburse Rosetta for the test.

                           About Rosetta

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

In its auditors' report for the 2011 financial statements, Kost
Forer Gabbay & Kasierer, in Tel-Aviv, Israel, expressed
substantial doubt about Rosetta Genomics' ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses and generated negative
cash flows from operating activities in each of the three years in
the period ended Dec. 31, 2011.

The Company reported a net loss after discontinued operations of
$8.83 million on $103,000 of revenues for 2011, compared with a
net loss after discontinued operations of $14.76 million on
$279,000 of revenues for 2010.

The Company's balance sheet at June 30, 2012, showed $7.67 million
in total assets, $3.95 million in total liabilities and $3.71
million in total shareholders' equity.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, "We have used substantial funds to discover, develop and
protect our microRNA tests and technologies and will require
substantial additional funds to continue our operations.  Based on
our current operations, our existing funds, including the proceeds
from the January 2012 debt financing, will only be sufficient to
fund operations until late May, 2012.  We intend to seek funding
through collaborative arrangements and public or private equity
offerings and debt financings.  Additional funds may not be
available to us when needed on acceptable terms, or at all.  In
addition, the terms of any financing may adversely affect the
holdings or the rights of our existing shareholders.  For example,
if we raise additional funds by issuing equity securities, further
dilution to our then-existing shareholders may result.  Debt
financing, if available, may involve restrictive covenants that
could limit our flexibility in conducting future business
activities.  If we are unable to obtain funding on a timely basis,
we may be required to significantly curtail one or more of our
research or development programs.  We also could be required to
seek funds through arrangements with collaborators or others that
may require us to relinquish rights to some of our technologies,
tests or products in development or approved tests or products
that we would otherwise pursue on our own.  Our failure to raise
capital when needed will materially harm our business, financial
condition and results of operations, and may require us to seek
protection under the bankruptcy laws of Israel and the United
States."


SAAD TOMA: Case Summary & 10 Unsecured Creditors
------------------------------------------------
Debtor: Saad Toma
        9800 Najma Street
        Raleigh, NC 27613

Bankruptcy Case No.: 12-07372

Chapter 11 Petition Date: October 15, 2012

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: William P. Janvier, Esq.
                  JANVIER LAW FIRM, PLLC
                  1101 Haynes Street, Suite 102
                  Raleigh, NC 27604
                  Tel: (919) 582-2323
                  Fax: (866) 809-2379
                  E-mail: bill@janvierlaw.com

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

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

A copy of the Debtor's list of its 10 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/nceb12-07372.pdf


SAN BERNARDINO, CA: Misses $1MM Bond Payment; Faces SEC Probe
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that San Bernardino, California, didn't make a $1 million
payment due Oct. 1 on taxable pension bonds.  According to the
report, the city is the subject of an informal investigation by
the U.S. Securities and Exchange Commission into bond issuances.

                       About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joins two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SATCON TECHNOLOGY: Files for Chapter 11 Bankruptcy
--------------------------------------------------
Renewable energy firm Satcon Technology Corporation, along with
Six related entities, filed Chapter 11 petitions (Bankr. D. Del.
Case No. 12-12869) on Oct. 17, 2012.

Steve Rhoades, Satcon's President and Chief Executive Officer,
said, "This has been a difficult time for Satcon. After careful
consideration of available alternatives, the Company's Board of
Directors determined that the Chapter 11 filings were a necessary
and prudent step, allowing the Company to continue to operate
while giving us the opportunity to reorganize with a stronger
balance sheet and capital structure.  Our goal is for Satcon to
emerge from bankruptcy reorganization and continue to provide our
customers with the quality products that they need."

Satcon, a provider of utility-grade power conversion solutions for
the renewable energy market, said the unexpected elimination of
subsidies by European governments for solar project caused its
European business to almost entirely disappear while the North
American and Asian markets have been buffeted by increased
competition and dramatically falling prices.

Although the megawatts of power conversion products shipped by the
Company increased from 164 to 799 from 2009 to 2011, the total
revenues did not rise as dramatically.  Satcon's average selling
price for its key 500 kW Powergate inverters in utility
applications fell from $0.25 in 2010 to $0.15 (and to as low as
$0.09 in China) in 2012.

The Company drastically reduced costs by closing its primary
factory in Canada and shifting its production to an almost
entirely outsourced model using contract manufacturers in the
U.S., Canada and China.  Satcon reduced its total employee
headcount from nearly 500 at its high point to 102 just prior the
bankruptcy filing.

The Debtors said that as a result of the liquidity and operational
issues, they have been unable to operate at a profitable or even
cash flow neutral basis for a significant period of time.  The
Debtors have also been unable to meet the debt service obligations
on their funded debt.

The Debtor's contract manufacturer is China's Great Wall Energy.
Great Wall is owed $26 million at the end of September.

Boston-based Satcon disclosed assets of $92.3 million and
liabilities totaling $121.9 million.  Liabilities include $13.5
million in secured debt owing to Silicon Valley Bank.  There is
another $6.5 million in secured subordinated debt.  Unsecured
liabilities include $16 million on subordinated notes.

In conjunction with the filings, the Company filed a series of
first day motions with the Court that, with Court approval, will
allow it to continue to conduct business without interruption.

These motions are primarily designed to minimize any impact on the
Company's customers and employees.  The Company expects to obtain
consent from its secured lenders to use cash collateral so as to
provide the Company with continued access to funds to operate its
business.

                         Non-U.S. Operations

The Debtors have also filed a motion for an order authorizing
Satcon as foreign representative pursuant to 11 U.S.C. Sec. 1505.
In addition to their operation in the U.S., the Debtors also have
certain assets and operations in Canada, China and the Czech
Republic.

Satcon intends to seek emergency ancillary relief in Canada on
behalf of all the Debtors, pursuant to the Companies' Creditors
Arrangement Act.  The Debtors will request the Canadian court to
recognize the Chapter 11 cases as "foreign main proceeding."

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- is a developer and manufacturer of
electronics and motors for the Alternative Energy, Hybrid-Electric
Vehicle, Grid Support, High Reliability Electronics and Advanced
Power Technology markets.

Epiq Bankruptcy Solutions, LLC,  is the claims and notice agent.


SATCON TECHNOLOGY: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Satcon Technology Corporation
        aka Satcon Power Systems
        aka Satcon Power Systems (Canada)
        aka Satcon Electronics
        aka Satcon
        aka Satcon Europe
        25 Drydock Avenue
        Boston, MA 02210

Bankruptcy Case No.: 12-12869

Affiliates that simultaneously sought Chapter 11 protection:

     Debtor                             Case No.
     ------                             --------
Satcon Power Systems, Inc.              12-12870
Satcon Electronics, Inc.                12-12871
Satcon Power Systems (California), LLC  12-12872
Satcon Power Systems Canada, Ltd.       12-12873
Satcon International, s.r.o.            12-12874
Satcon Technology (Shenzhen) Co., Ltd.  12-12875

Type of Business: SatCon Technology Corporation is a developer and
                  manufacturer of electronics and motors for the
                  Alternative Energy, Hybrid-Electric Vehicle,
                  Grid Support, High Reliability Electronics and
                  Advanced Power Technology markets.

                  Web Site: http://www.satcon.com/

Chapter 11 Petition Date: Oct. 17, 2012

Court: U.S. Bankruptcy Court
       District of Delaware

Judge: Hon. Kevin Gross

Debtors'
Counsel:     Dennis A. Meloro, Esq.
             GREENBERG TRAURIG
             The Nemours Building
             1007 North Orange Street
             Suite 1200
             Wilmington, DE 19801
             Tel.: 302-661-7000
             Fax : 302-661-7360
             E-mail: melorod@gtlaw.com

Debtors'
General
Canadian
Counsel:     FRASER MILNER CASGRAIN LLP

Debtors'
Financial
Advisor
and
Investment
Banker:      LAZARD MIDDLE MARKET LLC

Debtors'
Claims and
Noticing
Agent:       EPIQ BANKRUPTCY SOLUTIONS, LLC

Total Assets: $92,342,219 as of June 30, 2012

Total Liabilities: $121,933,757 as of June 30, 2012

The petition was signed by Charles S. Rhoades, president and chief
executive officer.

Satcon Technology Corporation's List of Its 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
PERFECT GALAXY INTERNATIONAL       Trade Debt         $25,695,573
LIMITED
4/F, Sea View Estate
2-8 Watson Road
North Point
Hong Kong 200030

HEIGHTS CAPITAL MANAGEMENT         Convertible        $10,000,000
101 California Street              Notes
Suite 3250
San Francisco, CA 94111

CREATION TECHNOLOGIES              Trade Debt          $1,999,295
Building 3A No. 128
Mingxin Rd W
P.R. of China 213164

CHANGZHOU ADA INTERNATIONAL        Trade Debt          $1,040,210
TRADE C
Rm 1507
Top Business Center, No. 3
P.R. of China 213022

ARTAFLEX                           Trade Debt          $1,004,266
215 Konrad Crescent
Markham, Ontario
Canada L3R 8T9

COLUMBIA TECH                      Trade Debt            $897,054
17 Briden Street
Worcester, MA 01605

ZHONGXINGXIN TELECOM               Trade Debt            $862,541
EQUIPMENT CO.
No. 5 Longshan
Shenzhen
P.R. of China 518110

CONNECT LOGISTICS INC.             Trade Debt            $776,635
2650 Meadowvale Blvd.
Missisauga, Ontario
Canada L5N 6M5

ONYX POWER INC.                    Trade Debt            $746,016
Dept Ch 19339
Palatine, IL 60055-9339

COOPER POWER SYSTEMS               Trade Debt            $646,305
PO Box 640485
Pittsburgh, PA 15264-0485

SYNQOR, INC.                       Trade Debt            $533,333
155 Swanson Road
Boxborough, MA 01719

ANSWERTHINK                        Trade Debt            $472,976
1001 Brickell Bay Drive
30th Floor
Miami, FL 33131

MARA TECHNOLOGIES INC.             Trade Debt            $387,842
5680 14th Street
Markham, Ontario
Canada L3S 3K8

ABB INC.                           Trade Debt            $372,443
Brampton Division
Toronto, Ontario
Canada M5W 5W4

INTERNATIONAL DELIVERY             Trade Debt            $333,068
SERVICE
470 Main Street
Pawtucket, RI 02860

CV DRYDOCK AVENUE LLC              Trade Debt            $268,646
C/O Cargo Ventures
Delaware
Newark, NJ 07101

AMPOWER TECHNOLOGY CO.,            Trade Debt            $259,948
LTD
2F, No. 7, Hejiang 2nd
Taoyuan County 320
Taiwan

ALSOENERGY, INC.                   Trade Debt            $243,980

BLUE CROSS BLUE SHIELF             Trade Debt            $242,713

WILMERHALE                         Trade Debt            $242,427

METAL WORKS, INC.                  Trade Debt            $237,566

FEDEX                              Trade Debt            $236,205

TETRA FINANCIAL GROUP,             Trade Debt            $174,012
L.L.C.

UNIVERSITY OF COLORADO             Trade Debt            $173,977
AT BOULDER

FALCON ELECTRIC, INC.              Trade Debt            $157,141

SOUTH SERVICE                      Trade Debt            $154,992

XIAMEN FARATRONIC CO.,             Trade Debt            $153,687
LTD.

FASTENAL (US)                      Trade Debt            $153,021

DONGGUAN KEWANG TECHNOLOGY         Trade Debt            $150,432
CO., LTD.

VELOCITY FINANCIAL GROUP           Trade Debt            $144,013


SEA COURT: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Sea Court Investments, LLC
        107 S. Meramec
        Saint Louis, MO 63105

Bankruptcy Case No.: 12-49967

Chapter 11 Petition Date: October 15, 2012

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: Joel A. Kunin, Esq.
                  THE KUNIN LAW OFFICES
                  1606 Eastport Plaza Drive, Suite 110
                  Collinsville, IL 62234-6135
                  Tel: (618) 301-4875
                  Fax: (855) 235-5084
                  E-mail: jkunin@kuninlaw.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 five unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/moeb12-49967.pdf

The petition was signed by Kerry Klarfeld, manager.


SEACOR HOLDINGS: Fitch Cuts Senior Unsecured Credit Rating to BB+
-----------------------------------------------------------------
Fitch Ratings has downgraded SEACOR Holdings' (SEACOR; NYSE: CKH)
Issuer Default Rating (IDR) and debt ratings as follows:

  -- IDR to 'BB+' from 'BBB-';
  -- Senior unsecured credit facility to 'BB+' from 'BBB-';
  -- Senior unsecured notes to 'BB+' from 'BBB-'.

The Rating Outlook remains Negative. Approximately $500 million in
rated debt is affected.

The downgrade is driven by a number of factors. Disappointing
operational results in the second quarter, particularly in the
core offshore services segment, deviated from the trend and have
tempered Fitch's expectations for growth in cash flow generation
over the next 12 to 18 months.  Latest-12-months (LTM) EBITDA
remains significantly weaker than prerecession levels ($246
million as of June 30, 2012 vs $380 million in 2007).

Additionally, the company's announcement that the board has
determined to pursue a tax free spin-off of the aviation services
business via distribution of all the outstanding shares of Era
Group Inc. is a change from previous plans to hold an IPO of the
subsidiary.  This indicates continuing uncertainty about the
ultimate business profile and capital structure of SEACOR as
management continues to evaluate options.  The distribution of
this business to equity holders is a concern for creditors as it
reduces the firm's size and cash flows, especially because
aviation services has had some of the most stable operating
performance through the downturn, and it has been the fastest
growing business line.

According to Fitch calculations, for the quarter ending June 30,
2012, SEACOR generated LTM EBITDA of $246.2 million and finished
the period with debt of $970.3 million.  As a result, debt-to-
EBITDA is currently 4.0x, and interest coverage is currently 4.7x.
SEACOR generated negative free cash flow (FCF) of ($270.9) million
during the LTM period driven by robust capital spending.

Capital expenditures, the acquisition of 18 liftboats in Q'1, and
the recent repayment of the $170 million of senior notes due
Oct. 1, 2012 have reduced the company's overall level of
liquidity.

Management retains significant flexibility to reduce capital
expenditure levels, but appears to be committed to growing its
business lines in anticipation of a rebound in the Gulf of Mexico
and continued global growth in offshore drilling activity.
Accordingly Fitch expects SEACOR to be modestly free cash flow
negative in 2013.

SEACOR maintains liquidity from cash and equivalents of $301.0
million at June 30, 2012, $18.3 million of restricted cash, $32.8
million of marketable securities and $192.4 million of
Construction Reserve and Title XI Reserve Funds.  Commitments
under the company's credit facility due November 2013 were
automatically reduced to $405 million in 2011, and are set to
shrink again to $360 million in November 2012. ($125 million of
borrowings were outstanding on the facility at June 30, 2012).
Some combination of cash flow from operations, balance sheet cash
on hand, and revolver borrowings was used to repay the $170
million of notes that came due Oct. 1, 2012.  SEACOR's remaining
$233.5 million in outstanding senior unsecured notes are due in
2019.

Key covenants are primarily associated with the company's senior
unsecured credit facility and include minimum interest coverage
(3.0x covenant level), maximum secured debt to total
capitalization (25% covenant level) and maximum funded debt to
total capitalization (50% covenant level).  SEACOR currently
maintains an adequate cushion to covenant levels and is not
anticipated to violate any covenants.

SEACOR's ratings are supported by the company's diversity of
operations across different business lines, and the diversity and
quality of the company's fleet of offshore vessels.

What Could Trigger a Rating Action

Fitch will continue to monitor SEACOR's operating performance,
industry conditions, and business line or capital structure
reorganization going forward for catalysts which could result in
rating or outlook changes.

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

  -- If the company continues to struggles to rebound in offshore
     services.  Or if the company became more aggressive with
     share repurchases (particularly in the face of weaker market
     conditions), or if debt levels were to rise significantly
     above current levels (given the existing asset base).  Also,
     pursuing a large, debt-funded acquisition and/or aggressive
     capital expenditures could result in negative rating action.
     Finally, significant growth of the company's trading
     operations and/or a move toward more speculative trading
     activities could be a catalyst for a negative rating action.

In order to maintain a 'BB+' rating, Fitch would expect the
company to generally maintain a debt/EBITDA level at or below
3.0x through the cycle.  The company is currently at 4.0x as of
June 30, 2012.  However, Fitch expects this to decrease as
operations improve.

A return to a Stable Outlook could result from operational
improvement in the company's core offshore services segment, and
ultimate resolution of business reorganization and capital
structure concerns along with improved liquidity.


SHEARER'S FOODS: S&P Rates New $210MM Senior Secured Notes 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Shearer's Foods Inc.'s proposed $210 million senior
secured notes due 2019. "The recovery rating is '4', indicating
our expectation for average (30% to 50%) recovery for lenders in
the event of a payment default. We also understand that the
company will enter into a new asset-based revolving credit
facility for up to $50 million due 2017 (unrated). The new issue-
level rating for the proposed senior secured notes is not on
CreditWatch but is dependent on a successful completion of the
company's proposed recapitalization and buyout transaction, and
are subject to a review of final documentation by Standard &
Poor's," S&P said.

"Our 'CCC+' corporate credit rating on Shearer's remains on
CreditWatch with positive implications. Following the successful
completion of this recapitalization and buyout transaction, we
anticipate raising the corporate credit rating two notches to 'B'
and removing this rating from CreditWatch," S&P said.

The ratings on the company's existing $139 million senior secured
credit facilities due 2015 remain unchanged and on CreditWatch,
and will be withdrawn upon repayment.

"The rating reflects our view of Shearer's narrow product focus,
relatively high customer concentration, and exposure to volatile
commodity costs," said Standard & Poor's credit analyst Bea Chiem.

"We understand that proceeds from the notes along with
approximately $142 million of new preferred stock and about $3
million of common stock will be used to fund the purchase of the
company, to repay about $169 million of existing debt (roughly $18
million of industrial revenue bonds will remain outstanding), and
to pay for related fees and expenses," S&P said.


SHENGDATECH INC: Board Authorizes Lawsuits in China
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although ShengdaTech Inc. has the green light to
finish Chapter 11 reorganization, the fight to recover assets for
creditors is about to start.  The bankruptcy judge in Reno,
Nevada, signed an Oct. 2 confirmation order approving the
liquidating Chapter 11 plan.

According to the report, disclosure materials told unsecured
creditors with $173 million in claims why their recovery could be
less than 1%.  The company disclosed Oct. 17 that the special
committee for the board of directors recommended continuing
lawsuits in China "to regain control of the company's assets."
The board committee confirmed prior reports from the auditors
about "discrepancies" in financial statements for 2010.

The report relates that the committee also favors pursuing
criminal actions in the U.S. and China.  Lawsuits will be
conducted by a liquidating trust created under the plan for
distribution of assets in the order of priority established in
bankruptcy law.  There were no secured claims, according to the
disclosure statement.

                         About ShengdaTech

Headquartered in Shanghai, China, ShengdaTech, Inc., makes nano
precipitated calcium carbonate for the tire industry.
ShengdaTech converts limestone into nano-precipitated calcium
carbonate (NPCC) using its proprietary and patent-protected
technology.  NPCC products are increasingly used in tires, paper,
paints, building materials, and other chemical products.  In
addition to its broad customer base in China, the Company
currently exports to Singapore, Thailand, South Korea, Malaysia,
India, Latvia and Italy.

ShengdaTech sought Chapter 11 bankruptcy protection from
creditors (Bankr. D. Nev. Case No. 11-52649) on Aug. 19, 2011, in
Reno, Nevada, in the United States.

The Shanghai-China based company said in its bankruptcy filing it
would fire all of its officers and restructure to try to recover
from an accounting scandal.

The Company disclosed US$295.4 million in assets and US$180.9
million in debt as of Sept. 30, 2011.

The Company's legal representative in its Chapter 11 case is
Greenberg Traurig, LLP.  On Aug. 23, 2011, the Court entered an
interim order confirming the Board of Directors Special
Committee's appointment of Michael Kang as the Debtor's chief
restructuring officer.

Alvarez & Marsal North America, LLC, is the Company's chief
restructuring officer.

As reported in by the Troubled Company Reporter on Sept. 7, 2011,
the United States Trustee appointed AG Ofcon, LLC, The Bank of
New York, Mellon (in its role as indenture trustee for
bondholders), and Zazove Associates, LLC, to serve on the
Official Committee of Unsecured Creditors of ShengdaTech, Inc.

Hogan Lovells US serves as counsel for ShengdaTech's official
committee of unsecured creditors.

The Plan provides for the wind-down of the Debtor's affairs and
the Distribution of the Debtor's remaining assets to Creditors.


SNO MOUNTAIN: Involuntary Chapter 11 Case Summary
-------------------------------------------------
Alleged Debtor: Sno Mountain, LP
                1631 Locust Street
                5th Floor
                Philadelphia, PA 19103

Bankruptcy Case No.: 12-19726

Involuntary Chapter 11 Petition Date: October 15, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Petitioners' Counsel: Brian Joseph Smith, Esq.
                      BRIAN J. SMITH & ASSOCIATES PC
                      140 E. Butler Avenue
                      P.O. Box 387
                      Ambler, PA 19002-0387
                      Tel: (215) 659-8700
                      Fax: (215) 659-8701
                      E-mail: bsmith@lawbjs.com

Creditors who signed the Chapter 11 petition:

  Petitioners                    Nature of Claim    Claim Amount
  -----------                    ---------------    ------------
Richard Ford                     Equity             $500,000
1217 McKean Road
Ambler, PA 19002

WCP Sno Mountain                 Equity             $6,500,000
WCP Sno Mountain
33 Rock Hill Road
Suite 200
Bala Cynwyd, PA 19004

Charles Hertzog                  Equity             $2,600,000
355 Moyer Blvd
North Wales, Pa 19454

Eugenie and                      Equity             $2,000,000
Michael Ruane
6 Alpine Drive
Moosic, PA 18507

Scandale Associated              Mechanics Lien     $846,206
Builders
111 Stoneridge Circle
Clarks Summit, PA 18411

Nicholas Scandale                Equity             $250,000
111 Stoneridge Circle
Clarks Summit, PA 18411

Charles and                      Equity             $2,600,000
Kathleen Hertzog

Richard Ford                     Loan to company    $100,000

WCP Sno Mountain                 Loan to company    $3,000,000

Sterling Trust                   Equity             $250,000
FBO Donna Ford

Sterling Trust                   Equity             $250,000
FBO Richard Ford

Albert Hughes                    Equity             $200,000
1003 Greenbriar Drive
Clarks Summit, PA 18411

John Pardue                      Equity             $125,000

Mark Paradise                    Equity             $125,000


SOLYNDRA LLC: Says Plan Isn't Primarily for Tax Avoidance
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra LLC filed more than 200 pages of documents
with the bankruptcy court refuting arguments by the U.S.
government opposing approval of the liquidating solar panel
maker's Chapter 11 plan at the confirmation hearing kicking off
Oct. 17.

According to the report, the Internal Revenue Service argued that
the plan violates the U.S. Bankruptcy Code because the principal
purpose is tax avoidance.  The IRS laid out a case for the
proposition that the plan is principally designed to preserve
$1 billion in tax loss carryforwards for use by Solyndra's owners.

The report relates that Solyndra responded in papers Oct. 15 by
contending that the plan is structured to avoid destroying tax
attributes, not to avoid taxes.  The official creditors' committee
filed papers in support of plan approval.  The committee wants the
plan approved in view of the $3 million earmarked for unsecured
creditors.  At the holding company, unsecured creditors are slated
for a similar 3% recovery made possible by shareholders sponsoring
the plan.

The report notes that the company also answered objections from
the U.S. Energy Department and the U.S. Trustee.  Solyndra filed a
$1.5 billion antitrust lawsuit last week against Suntech Power
Holdings Co., the world's largest solar panel maker, and two other
Chinese solar panel makers.  The complaint seeks a trebling of
damages for violation of antitrust law stemming from an alleged
conspiracy to destroy Solyndra's business.

Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
the U.S. Department of Energy cast $527 million worth of "no"
votes on Solyndra's Chapter 11 plan, setting the stage for a tough
call by the judge presiding over the politically charged
bankruptcy case.

                         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: Sec. 341 Creditors' Meeting Set for Nov. 5
--------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Southern
Air Holdings, Inc., et al., on Nov. 5, 2012, at 11:00 a.m.  The
meeting will be held at J. Caleb Boggs Federal Building, Room
5209, 844 King Street, in Wilmington, Delaware.

                        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.


SPARIZIONE MANAGEMENT: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------------
Debtor: Sparizione Management, LLC
        1670 Hillsdale Avenue
        San Jose, CA 95124

Bankruptcy Case No.: 12-57452

Chapter 11 Petition Date: October 15, 2012

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Charles Novack

Debtor's Counsel: W. Austin Cooper, Esq.
                  LAW OFFICES W. AUSTIN COOPER
                  2525 Natomas Park Dr. #320
                  Sacramento, CA 95833
                  Tel: (916) 927-2525
                  E-mail: austincooperlaw@yahoo.com

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

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

A copy of the list of two largest unsecured creditors is
available for free at http://bankrupt.com/misc/canb12-57452.pdf

The petition was signed by Patricia De Luca, manager.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Patricia De Luca                       12-51940   03/13/12


SPORT DIVER: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sport Diver, Inc.
        dba Paradise Island Divers
        2317 South Boulevard
        Charlotte, NC 28203

Bankruptcy Case No.: 12-32476

Chapter 11 Petition Date: October 15, 2012

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: J. Craig Whitley

Debtor's Counsel: Richard M. Mitchell, Esq.
                  MITCHELL & CULP, PLLC
                  1001 Morehead Square Drive
                  Suite 330
                  Charlotte, NC 28203
                  Tel: (704) 333-0630
                  Fax: (704) 333-4975
                  E-mail: rmmatty@mitchellculp.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 19 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ncwb12-32476.pdf

The petition was signed by Wayne Moose, president.


SPRUILL'S PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Spruill's Properties, LLC
        Craig Spruills
        11507 Philmar
        Saint Louis, MO 63138

Bankruptcy Case No.: 12-49981

Chapter 11 Petition Date: October 15, 2012

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: Rochelle D. Stanton, Esq.
                  745 Old Frontenac Square, Suite 202
                  Frontenac, MO 63131
                  Tel: (314) 991-1559
                  E-mail: rstanton@rochelledstanton.com

Scheduled Assets: $2,800,020

Scheduled Liabilities: $2,603,762

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

The petition was signed by Craig Sprull, chief executive officer.


TENNESSEE COMMERCE: Oaktree Buys Stake in Failed Bank's Assets
--------------------------------------------------------------
The Federal Deposit Insurance Corporation has closed on the fourth
sale in its Small Investor Program.  The sale involved a
competitive bidding process for an equity interest in a limited
liability company (LLC). The LLC was formed by the FDIC in its
receivership capacity to hold certain assets of the failed
Tennessee Commerce Bank located in Franklin, TN, which was closed
on Jan. 27, 2012.

The FDIC placed a pool of 93 performing and non-performing
commercial real estate loans, commercial acquisition, development
and construction loans and credit facilities, and performing and
non-performing residential acquisition, development and
construction loans and credit facilities into the LLC. The
aggregate unpaid principal balance of the pool is approximately
$166.2 million with the highest concentration of collateral in
Tennessee.

The winning bidder of the equity stake was Tennessee Loan
Acquisition Venture, LP (TLAV), Los Angeles, CA, which is owned by
a minority-owned business and entities controlled by Oaktree
Capital Management.

TLAV paid a total of approximately $23.9 million (net of working
capital) in cash for its initial 25% equity stake in the LLC. TLAV
will provide for the management, servicing and ultimate
disposition of the LLC's assets.

The sale was conducted on a competitive basis with thirteen bids
received from 10 investors on October 1, 2012. Best and Final
Offers were received from seven of the original bidders on October
2 for an initial 25% ownership interest in the newly formed LLC.
The participating FDIC receivership will hold the remaining 75%
equity interest in the LLC until all equity is returned. After the
return of equity, the FDIC's interest in the LLC will decrease to
50% and the Private Owner Interest will correspondingly increase
to 50%.

The Small Investor Program offers smaller sized asset pools and
unique structural features to make it more accessible to smaller
investors and to increase participation in structured sales while
maintaining a level playing field for all investors.

The bid submitted on TLAV's behalf was determined to be the offer
that maximized the value of the assets to the creditors of the
Tennessee Commerce Bank receivership. The sale closed on Oct. 18,
2012.

Congress created the Federal Deposit Insurance Corporation in 1933
to restore public confidence in the nation's banking system. The
FDIC insures deposits at the nation's 7,246 banks and savings
associations and it promotes the safety and soundness of these
institutions by identifying, monitoring and addressing risks to
which they are exposed. The FDIC receives no federal tax dollars
-- insured financial institutions fund its operations.


TITAN PHARMACEUTICALS: Gets $4.8 Million from Warrants Exercise
---------------------------------------------------------------
The six-month series B warrants issued by Titan Pharmaceuticals,
Inc., in connection with its April 2012 registered direct offering
expired on Oct. 13, 2012.  Series B Warrants to purchase an
aggregate of 5,761,765 shares of the Company's common stock at an
exercise price of $0.85 per share were exercised prior to the
expiration date, resulting in gross proceeds to the Company of
$4,897,500.  Series B Warrants to purchase an aggregate of 755,883
shares of common stock expired unexercised.

                     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.


TRANSUNION CORP: S&P Revises Outlook on 'B+' CCR to Negative
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Chicago-
based TransUnion Corp. to negative from stable.  The 'B+'
corporate credit rating and all issue-level and recovery ratings
on the company's existing debt remain unchanged.

"We also assigned our 'B-' issue-level rating to the  proposed
$400 million new senior unsecured payment-in-kind (PIK) toggle
notes to be issued by TransUnion Holding Co. ('Holdco'), the
parent company of TransUnion Corp. We assigned a '6' recovery
rating to the new notes, indicating our expectation for negligible
(0%-10%) recovery in the event of a payment default," S&P said.

"We are revising the outlook to negative to reflect our
expectation that pro forma leverage will remain above 6.5x for an
extended period of time, and that pro forma free operating cash
flow (FOCF) to total debt will decline to about 3% from over 8%.
Additionally, external factors or financial policy may prevent
leverage falling to below 6.5x by the end of 2013," S&P said.

"TransUnion's ratings reflect its 'highly leveraged' financial
profile and 'satisfactory' business risk profile," said Standard &
Poor's credit analyst Alfred Bonfantini. "The company's good
market position and high barriers to entry in the global credit
information sector, along with consistent strong profitability and
positive FOCF help offset the company's high leverage and very
aggressive financial policies."

"The negative outlook is based upon pro forma leverage increasing
to 6.75x at the close of the transaction, which we view as high
for the rating. Although we expect leverage to drop below 6.5x by
year-end 2013, acquisitions, dividends, or weak and uncertain
global economies may forestall the leverage reduction we expect.
We could revise the outlook to stable if the company's meets our
2013 year-end leverage target through expected EBITDA growth or
debt repayment. We would lower the corporate credit rating to 'B'
if deteriorating economies, heightened competition, debt-funded
acquisitions, or additional debt-funded dividends prevent leverage
from falling below 6.5x by 2013 year-end," S&P said.


TRIDENT MICROSYSTEMS: Reaches Comprehensive Plan Settlement
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Trident Microsystems Inc. reached a "comprehensive
settlement with all the key stakeholders," opening the door to
approval of disclosure materials for a revised reorganization
plan at an Oct. 22 hearing, Trident lawyer Richard Chesley from
DLA Piper LLP said in an interview.

According to the report, the less comprehensive predecessor
settlement with the liquidators of Caymans Islands affiliate
Trident Microsystems (Far East) Ltd. was withdrawn in September
when the broader settlement was on the horizon.  The new
settlement pays unsecured creditors in full, with money left over
for shareholders.  After filing for Chapter 11 protection in
January, Trident sold the businesses and generated $90 million,
leaving $71 million at the end of June, according to the
disclosure statement.

The report relates that before the settlement, the largest
impediment to distribution was disagreement over the $73.2 million
claim that Trident has against TMFE, which is now represented by
liquidators appointed by a court in the Cayman Islands.

The report notes that the settlement provides for the liquidators
to receive as much as $14.9 million in cash, allowing unsecured
creditors of TMFE to have a recovery of 55% to 81% on
$96.4 million in claims.  Other unsecured creditors with claims
against TMFE will be paid 90% on claims of $16.6 million.
Unsecured creditors with claims of about $3 million against
Trident will be paid in full, allowing a distribution of as much
as 28 cents a share for stockholders.  The new settlement
precipitated a 35% plunge in the shares, which closed Oct. 16 at
24.5 cents in over-the-counter trading.

The Bloomberg report discloses that among Trident's larger asset
sales, the television business went for about $22.5 million in
cash to Sigma Designs Inc.  Entropic Communications Inc. took the
set-top box business for $65 million.

                    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.

The consolidated balance sheet contained in a regulatory filing
listed assets of $236.8 million and total liabilities of
$112.8 million as of Sept. 30, 2012.

For the nine months ended Sept. 30, revenue was $238 million,
resulting in a $113.2 million operating loss and a $106.1 million
net loss.


VITRO SAB: Mexico Asks U.S. Appeals Court to Reverse Ruling
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Mexican government filed papers urging a U.S.
appeals court to reverse a lower court and enforce the
reorganization of Vitro SAB in the U.S.  Continuing to side with
holders of $1.2 billion in defaulted Vitro bonds "may
substantially complicate further bankruptcy cooperation between
courts in the U.S. and Mexico," the Mexican government said.

According to the report, Vitro argued an appeal on Oct. 3 in the
U.S. Court of Appeals in New Orleans, seeking to overturn a June
ruling by a bankruptcy judge in Dallas who concluded that the
Mexican reorganization plan violated fundamental U.S. policies by
reducing the liability of Vitro subsidiaries on bonds, even though
the subsidiaries weren't in bankruptcy in either country.  At oral
argument this month in the Fifth Circuit in New Orleans, the
lawyer for Vitro conceded that the Mexican plan couldn't have been
approved in the U.S.  In papers filed Oct. 15 in the appeals
court, the Mexican government said, "the fact that the same result
likely would not have obtained in a U.S. bankruptcy cannot control
the outcome of this case, where the main bankruptcy proceeding was
in Mexico."

The report relates that the Mexican government said the
bondholders should fight Vitro's plan in appellate courts in
Mexico, not in the U.S.  As a result of the bondholders' actions
in the U.S., "the stakes for international bankruptcy cooperation
are incredibly high," the government said.  "The brief is
amazingly flimsy," said Arturo Porzecanski, a professor of
international economic policy at American University in
Washington.  He said the Mexican government didn't address the
finding by the bankruptcy court that Vitro's plan was "'manifestly
contrary' to U.S. public policy."

The report notes that the Mexican government admitted that its
brief was filed late.  The government explained that the papers
couldn't be filed until approval was given by the "President of
Mexico himself."  No court in the U.S. has failed to enforce a
decision by a Mexican bankruptcy court since that country's
bankruptcy laws were revised in 2000, the government said.  "We
applaud the Mexican government's desire to see Mexican
reorganizations enforced here in the U.S.," Roberto Riva Palacio,
a Vitro spokesman, said in an e-mail.

According to Bloomberg, this week, the bondholders sent the three
appeals court judges a letter in response to a letter Vitro sent a
week before at the judges' request.  The appellate judges wanted
to know how long the wait would be before courts in Mexico decide
bondholders' multiple appeals in the Mexican bankruptcy.  The
bondholders' submission said that Vitro's "letter underestimates
by as much as two years how long it is likely to take for the
Mexican proceedings to run their course."  The bondholders also
disagreed with Vitro's suggestion that Mexican courts might
continue enforcing the reorganization plan even if it's reversed
on appeal.  The bondholders said Mexico has nothing like the U.S.
concept of "equitable mootness," where reorganization can continue
to be enforced even if set aside on appeal.  Bondholders won a
skirmish Oct. 16 when a New York State appellate court in
Manhattan upheld the dismissal of a lawsuit Vitro filed against
bondholders seeking damages for a press release published before
the glassmaker's "launch of a proposed reorganization plan."

The Bloomberg report discloses that the Appellate Division said
the press release "merely evaluated plaintiff's proposed plan, a
permitted use of confidential information, and did not disclose
any specific confidential information."  The appeals court also
said it was "constitutionally protected."

The appeal in the Circuit Court is Vitro SAB de CV v. Ad Hoc Group
of Vitro Noteholders (In re Vitro SAB de CV), 12-10689, U.S. Court
of Appeals for the Fifth Circuit (New Orleans).  The state court
appeal is Vitro SAB de CV v. Aurelius Capital Management LP,
650997/11, New York State Supreme Court, Appellate Division First
Department (Manhattan).

                          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.


W&T OFFSHORE: Moody's Rates $250-Mil. Sr. Unsecured Notes 'B3'
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to W&T Offshore,
Inc.'s (W&T) proposed $250 million 8.50% senior unsecured notes
due 2019. W&T's other ratings and outlook were unchanged.

Net proceeds from the note offering will be used to reduce
indebtedness recently incurred under the revolving credit facility
to fund a portion of the $208 million acquisition price of certain
Gulf of Mexico (GoM) assets from Newfield Exploration Company (Ba1
stable).

"The new notes will be issued under the same indenture governing
the existing $600 million senior unsecured notes and will have
identical terms and conditions," said Sajjad Alam, Moody's
Analyst. "While we expect W&T's borrowing base to be reduced
because of this note issue, the company's liquidity is improved
from expanded availability and the likelihood of an upsized
borrowing base during next re-determination."

Issuer: W&T Offshore, Inc.

  Assignments:

    US$250M Senior Unsecured Regular Bond/Debenture, Assigned B3

    US$250M Senior Unsecured Regular Bond/Debenture, Assigned a
    range of LGD5, 71 %

Upgrades:

    US$600M 8.5% Senior Unsecured Regular Bond/Debenture,
    Upgraded to a range of LGD5, 71 % from a range of LGD5, 76 %

Ratings Rationale

The unsecured notes are rated B3, one notch below the B2 CFR given
the substantial size of the priority claim secured revolving
credit facility in the capital structure. The company's $650
million revolving credit facility has a first-lien claim and is
secured by substantially all assets of W&T, and the notes have a
subordinated claim behind the credit facility. The B3 note rating
reflects both the overall probability of default of W&T, to which
Moody's had previously assigned a Probability of Default of B2,
and a loss given default of LGD 5 (71%) under Moody's Loss Given
Default Methodology.

The B2 CFR reflects W&T's growing reserve and production base,
capital budgeting and production emphasis on liquids, demonstrated
ability to generate free cash flow, long operating track record in
the GoM and good liquidity. The rating is negatively impacted by
W&T's highly concentrated asset base in the shallow and deep
waters of GoM that have short reserve life and high decline rates,
weak organic reserve replacement that causes the company to
constantly look outward for acquisition opportunities posing
heightened financing and event risk, and the capital intensity and
inherent operational challenges of offshore drilling.

W&T should have good liquidity, which is reflected in the SGL-2
Speculative Grade Liquidity rating. Proforma for the Newfield
acquisition and the note offering, W&T had approximately $590
million availability under its $650 million borrowing base senior
secured revolving credit facility at October 9, 2012. Moody's
expects the borrowing base to increase in the next re-
determination date because of the 7.7 million BOE of reserves
coming through the Newfield acquisition. The company should
produce break-even to slightly negative free cash flow though the
end of 2013, and revolver usage should be minimal barring
additional acquisitions. There is ample cushion under the two
financial covenants in the credit facility and there are no debt
maturities prior to 2015, when the revolver terminates.

Given the operating complexity and production and reserve
concentration in the GoM, an upgrade is unlikely in 2013. However,
if average daily production exceeded 70,000 BOE per day with a
sustained leveraged full-cycle ratio (LFCR) greater than 1.75X and
a debt to proved developed (PD) reserves of less than $10/BOE,
Moody's would consider an upgrade.

A debt to PD reserves ratio above $15/BOE coupled with the LFCR
falling below a 1.5X could trigger a downgrade. a downgrade is
also possible, if revolver availability falls below $200 million.

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

W&T Offshore, Inc., based in Houston, Texas, is an independent
exploration and production company with the majority of its
reserves and production located in the Gulf of Mexico.


W&T OFFSHORE: S&P Retains 'B' Rating on $850-Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B' senior unsecured
rating on W&T Offshore Inc.'s (W&T's) 8.5% senior notes due 2019
is unchanged after the company announced it will seek to add $250
million to the existing $600 million notes outstanding, bringing
the total issue amount to $850 million. "At the same time, we
revised the recovery rating on this debt to '3', indicating our
expectation for meaningful recovery (50% to 70%) in the event of a
payment default, from '4'. The 'B' corporate credit rating and
stable outlook on W&T are unaffected," S&P said.

"The oil and gas exploration and production (E&P) company intends
to use proceeds from the note add-on to repay outstanding
indebtedness that the company recently incurred on its revolving
credit facility to purchase the Gulf of Mexico assets from
Newfield Exploration Co. (BBB-/Stable/--) for $208 million," S&P
said.

"The ratings on Houston-based W&T reflect our assessment of the
company's 'vulnerable' business risk and 'aggressive' financial
risk. The ratings on W&T incorporate the company's participation
in the competitive and highly cyclical oil and gas industry,
geographic concentration in the high-risk offshore Gulf of Mexico,
weak internal reserve replacement measures, and current softness
in natural gas prices. Our ratings also reflect W&T's 'adequate'
liquidity, management's long operating history in the Gulf of
Mexico, current healthy oil prices, and a well-balanced production
mix between crude oil and natural gas," S&P said.

RATING LIST

W&T Offshore Inc.
Corporate credit rating     B/Stable/--

Recovery Rating Revised

W&T Offshore Inc.
$850 million senior notes     B        B
  Recovery rating              3        4


WALL ST SYSTEMS: Moody's Lowers CFR/PDR to 'B3'; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has downgraded Wall Street Systems
Holdings, Inc.'s ("WSS") Corporate Family (CFR) and Probability of
Default Ratings (PDR) to B3, the new first lien secured debt to
B2, and the new second lien secured debt to Caa2. The rating
outlook is stable. WSS plans to use the proceeds to repay the
existing debt and to fund a $195 million equity distribution to
WSS's owner, Ion Investment Group (a TA Associates company).
Following repayment of the existing credit facilities, the ratings
of these two credit facilities will be withdrawn.

Ratings Rationale

The B3 CFR reflects Moody's expectation that due to the high
starting leverage and the more aggressive financial policy,
Moody's believes that debt to EBITDA (Moody's standard
adjustments) will remain well above 6x, which is high given WSS's
relatively small scale and limited opportunity for further cost
reduction.

"Given the high starting leverage, the potential that some cost
reductions may not be sustainable , and our expectation that WSS
will periodically increase financial leverage to fund equity
distributions, we expect that debt to EBITDA (Moody's standard
adjustments) will well exceed 6x for some time," said Terry
Dennehy, Senior Analyst at Moody's Investors Service.

The stable outlook reflects Moody's expectation that WSS will
maintain its market position and will be able to generate low
single-digit annual revenue growth. Moody's expects somewhat lower
debt to EBITDA (Moody's standard adjustments) mostly from modest
debt reduction while maintaining an EBITDA about equal to the run
rate of the last several quarters.

The ratings could be upgraded if WSS were to increase market share
such that revenues and operating income are on-course to grow
organically in the upper single digits, resulting in increasing
EBITDA and free cash flow (FCF). Moody's would further expect that
WSS would demonstrate a more conservative financial policy by
using this increased FCF to reduce debt by at least 10% per year,
such that the ratio of debt to EBITDA (Moody's standard
adjustments) is on-course to remain below 5.5x on a sustained
basis.

The ratings could be downgraded if WSS Moody's expects net
customer attrition or steadily declining EBITDA (Moody's standard
adjustments), both of which could imply a weakening competitive
position. Moreover, the rating could also be downgraded if Moody's
expects that free cash flow to debt (Moody's standard adjustments)
will remain below the mid single digits or debt to EBITDA (Moody's
standard adjustments) will remain above 7x.

Ratings downgraded and LGD's revised:

Corporate Family Rating to B3 from B2

Probability of Default Rating to B3 from B2

Senior Secured First Lien Credit Facilities to B2 (LGD3, 35%)
from B1 (LGD3, 33%); revolving credit due 2017 and first lien
term loan due 2019

Senior Secured Second Lien Term Loan to Caa2 (LGD5, 87%) from
Caa1 (LGD5, 86%); second lien term loan due 2020

Outlook: stable.

The principal methodology used in rating WSS was the Global
Software Methodology dated May 2009. Other methodologies used
include Loss Given Default for Speculative Grade Issuers in the
US, Canada, and EMEA, published in June 2009.

WSS, based in New York, New York, is a provider of treasury
management, central banking reserve management, and foreign
exchange processing software and services.


WEST PENN: BofA Says Bankruptcy Won't Breach Highmark Deal
----------------------------------------------------------
Bill Toland at Pittsburgh Post-Gazette reports that, despite West
Penn Allegheny Health System's protest to the contrary, Highmark
Inc.'s suggestion that WPAHS file for bankruptcy or otherwise
reorganize its debt does not constitute a breach of the
affiliation agreement between the two health organizations,
according to an analysis of the agreement conducted by Bank of
America Merrill Lynch.

The report relates the financially ailing WPAHS announced Sept. 28
it was calling off its partnership with Highmark because of the
health insurer's insistence that the health system take measures
to restructure its debt.  WPAHS also claimed that, because
Highmark had violated the affiliation agreement, WPAHS could keep
$200 million the insurer had already issued to the hospital
system.

The report says Highmark responded by suing WPAHS to prevent the
health system from searching for new investment partners, a move
that drove down the trading prices on WPAHS's long-term bonds,
which mature in 2040.

The report relates Highmark spokesman Aaron Billger said Tuesday,
"We've reviewed the recent report and are glad that our thinking
is confirmed."  WPAHS spokeswoman Kelly Sorice said Tuesday the
analysis is off-base.  "We respectfully disagree with Bank of
America's conclusions, particularly those surrounding Highmark's
breach.

"Highmark breached the affiliation agreement, informing West
Penn Allegheny repeatedly that it would not close the current
transaction, even if the Pennsylvania Insurance Department
approved it. Bank of America [does] not take this vital fact into
consideration," Ms. Sorice said.

According to the report, the analysts at Bank of America Merrill
Lynch were also skeptical that a new full-price partner for WPAHS
can be found.  And if there is no new partner -- and supposing
that WPAHS does not want to be broken up and sold for scrap -- the
best option, they said, is to return to the negotiating table with
Highmark and agree to some kind of structured bankruptcy or debt
reorganization.

The report says bondholders already seem to recognize the
possibility of a haircut, given the lower trading prices; they are
anticipating a lower payout "either in or out of bankruptcy court.
[WPAHS] may not want to file Chapter 11, but [at] the end of the
day, given the magnitude of its financial difficulties, we cannot
imagine that any suitor would offer more than a very distressed
hospital price for West Penn," the report said.

The report relates WPAHS has more at stake than Highmark. West
Penn Allegheny's cash on hand is down by nearly 12 days, from 57
days at the end of fiscal year 2011 to about 45.7 days now,
"despite the infusions of cash from Highmark." WPAHS's debt-
service coverage -- the amount of cash flow available to meet
annual interest and principal payments -- is almost at zero.

According to the report, ff the two sides don't work something out
soon, Bank of America Merrill Lynch cautioned, the parties could
reach the May 1, 2013, "end date" of the original affiliation
agreement.  At that point, either party is able to walk away from
the merger.

Headquartered in Pittsburgh, WPAHS is a large, integrated health
system now operating five hospitals and other related entities
that primarily serve Allegheny County and its five surrounding
counties.  WPAHS' flagship is the 661-licensed bed Allegheny
General Hospital.  Total revenues in fiscal 2011 were roughly
$1.6 billion.  Fiscal 2011 figures are from a draft audit.
Disclosure to Fitch and to bondholders has been provided on a
quarterly basis and consists of a management discussion and
analysis, income statement, balance sheet, cash flow statement,
and utilization statistics.


WMG ACQUISITION: Moody's Affirms 'B1' CFR; Rates Sr. Notes 'Ba2'
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to the
proposed $150 million senior secured revolver, $630 million senior
secured term loan and $635 million senior secured notes (a portion
of which may be euro-denominated) to be issued by WMG Acquisition
Corp., a wholly-owned subsidiary of WMG Holdings Corp. ("WMG
Holdings"), which in turn is a wholly-owned subsidiary of Warner
Music Group Corp. ("WMG" or the "company"). Moody's also affirmed
the Ba2 rating on the existing 9.5% senior secured notes issued by
WMG Acquisition Corp.; the B3 ratings on the existing senior notes
issued by WMG Acquisition Corp. and HoldCo notes issued by WMG
Holdings; and the B1 ratings on the Corporate Family (CFR) and
Probability of Default (PDR) at WMG Holdings. The rating outlook
is stable.

New issue proceeds together with balance sheet cash are expected
to be used to repay the 9.5% senior secured notes ($1.25 billion
outstanding) at WMG Acquisition Corp. via a tender offer (the
notes are not callable until June 2013). In connection with this
transaction, the company will retire the existing $60 million
revolving credit facility (unrated). The assigned ratings are
subject to review of final documentation and no material change in
the terms and conditions of the transaction as advised to Moody's.
Upon full redemption of the 9.5% senior secured notes Moody's will
withdraw the ratings.

Ratings Assigned:

  Issuer: WMG Acquisition Corp.

   $150 Million Senior Secured Revolving Credit Facility due 2017
   -- Ba2 (LGD-2, 28%)

   $630 Million Senior Secured Term Loan due 2019 -- Ba2 (LGD-2,
   28%)

   $635 Million Senior Secured Notes due 2020 -- Ba2 (LGD-2, 28%)

Ratings Affirmed:

  Issuer: WMG Acquisition Corp.

   $1.25 Billion 9.5% Senior Secured Notes due June 2016 -- Ba2
   (LGD-2, 27%)

   $765 Million 11.50% Senior Unsecured Notes due October 2018 --
   B3, LGD assessment revised to (LGD-5, 81%)

  Issuer: WMG Holdings Corp.

   $150 Million 13.75% Senior Unsecured HoldCo Notes due October
   2019 -- B3 (LGD-6, 95%)

Ratings Rationale

The B1 CFR reflects WMG's high financial leverage as measured by
pro forma total debt to EBITDA of 5.4x (including Moody's standard
adjustments but excluding one-time transaction fees and severance
charges) as of September 2012 following the proposed debt
refinancing against the backdrop of past negative revenue trends
afflicting the global recorded music industry. This is due in part
to piracy and lower price points of single track digital downloads
versus the traditional sale of an artist's entire album release.
The rating further reflects the seasonal and cyclical nature of
revenue streams, and low visibility into ultimate results of
upcoming release schedules. Lastly, the B1 rating captures the
uncertainties related to new strategies that the major industry
players are pursuing to adapt to the shift in demand for music
content delivery to various forms of evolving digital platforms
and to capture the faster growth revenue associated with this
transition.

Ratings support is derived from WMG's position as the third
largest industry player with an extensive music library and
publishing assets which drive recurring revenue streams.
Management estimates that only a small percentage of WMG's annual
revenue depends on recording artists and songwriters without an
established track record, and the bulk of its revenue is generated
by proven artists or from its catalog (defined as albums older
than 18 months) and thus isolated from the revenue volatility
associated with new releases from new artists. Ratings also
recognize the inflection point achieved in WMG's recorded music
business whereby digital revenue has exceeded traditional physical
revenue in the US. Moody's anticipates WMG's revenue and market
share performance will reflect the offsetting growth in higher
margin digital services revenue, which should result in total debt
to EBITDA declining below 5.3x (Moody's adjusted) over the rating
horizon.

Since closing the take-private transaction in July of last year,
revenue and EBITDA have tracked in-line with Moody's base case
scenario. WMG's incremental revenue generation is tied to new
releases, which are generally skewed toward the fourth calendar
quarter. Moody's expects a strong Q412 release schedule will drive
solid revenue growth in the first half of FY13. As a leader in
exploiting digital products and services, Moody's expects WMG's
higher margin digital revenue growth in the recorded music segment
will more than offset physical revenue declines globally in fiscal
2013. Over the rating horizon, this should result in flat to
modest revenue growth in the range of 1% to 3% with EBITDA margins
expanding to 16% to 17% (Moody's adjusted). Margin expansion will
be further facilitated by the realignment of business units,
rightsizing of WMG's cost structure and upgrading of IT systems.
Moody's also believes WMG will generate incremental revenue from
its investment in expanded rights or 360-degree agreements with
newer artists whereby WMG earns a portion of an artist's revenue
from concert tickets, touring, endorsements, merchandising and
concessions.

Given sluggish macroeconomic growth in the US and a recessionary
environment in most of Europe, Moody's believes WMG may be
challenged to meet revenue forecasts. However, the company should
have flexibility to adhere to leverage targets with the proposed
secured note/term loan structure which will allow WMG to apply
free cash flow towards term loan reduction and incur lower annual
interest expense. WMG has good liquidity including about $300
million of cash as of September 2012 (approximately $150 million
pro forma for the refinancing), around $109 million available
under the new $150 million revolver (at closing $41 million is
expected to be drawn) that replaces the existing undrawn $60
million facility, and the potential for free cash flow generation
(as measured by cash flow from operations less capex less
dividends) greater than $150 million (or more than 5% of adjusted
debt balances) in FY13. Absent a major transaction, Moody's
expects management to reduce leverage and continue to build cash
balances. Tuck-in acquisitions are expected to continue and be
funded with excess cash.

Rating Outlook

The stable rating outlook reflects Moody's view that negative
trends in the recorded music industry will continue to exhibit
some stabilization and WMG's revenue and market share performance
will reflect this tendency as growth in higher margin digital
services offsets declines in physical revenue. This should result
in total debt to EBITDA below 5.3x (including Moody's standard
adjustments) over the rating horizon. The rating outlook
incorporates continued weak, albeit modestly improving, recorded
music industry fundamentals as well as changes in the competitive
landscape (i.e., the June 2012 acquisition of EMI Group's
publishing business by Sony ATV), partially offset by WMG's
competitive position as a leading music content company with
global diversification. Moody's expects WMG will maintain good
liquidity with increasing cash balances (after cash usage to
partially repay the 9.5% senior secured notes) and achieve at
least $70 million in run-rate cost reductions (above the initial
target of $50 to $65 million) by FY13.

What Could Change the Rating -- UP

Ratings could be upgraded if there is evidence of continued
revenue stabilization coupled with Moody's expectation of
sustained growth in the recorded music business. An upgrade could
also be considered if Moody's expects cash balances will remain
in-line with forecasted levels and net debt to EBITDA will be
sustained below 4.25x (Moody's adjusted) with free cash flow to
net debt of at least 6% (Moody's adjusted). Moody's would also
need assurances that management will maintain operating
strategies, exhibit financial discipline and target financial
metrics that are consistent with a higher rating level.

What Could Change the Rating -- DOWN

Ratings could be downgraded if debt-financed acquisitions,
competitive pressures or increased artist & repertoire (A&R)
investment, negatively impact revenue or EBITDA resulting in WMG's
net debt to EBITDA being sustained above 6x (Moody's adjusted), or
if heightened capital spending or financial sponsor related
actions result in strained liquidity, including free cash flow to
debt (Moody's adjusted) falling below the 1% to 2% range.

WMG Holdings Corp.'s ratings were assigned by evaluating factors
that Moody's considers relevant to the credit profile of the
issuer, such as the company's (i) business risk and competitive
position compared with others within the industry; (ii) capital
structure and financial risk; (iii) projected performance over the
near to intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside WMG Holdings Corp.'s core
industry and believes WMG Holdings Corp.'s ratings are comparable
to those of other issuers with similar credit risk.

With headquarters in New York, NY, WMG Holdings Corp. is a wholly-
owned subsidiary of Warner Music Group Corp. ("WMG"), a leading
music content provider operating domestically (about 40% of
revenue) and overseas (60%). Recorded music accounts for roughly
81% of revenue and 63% of OIBDA (operating income before
depreciation and amortization) while music publishing accounts for
19% and 37%, respectively as of the twelve months ended June 30,
2012. WMG's diverse catalog includes 29 of the top 100 best-
selling albums and a library of over 1 million copyrights from
more than 65,000 songwriters and composers. In July 2011, Access
Industries, Inc. acquired WMG in a transaction valued at
approximately $3 billion.


YRC WORLDWIDE: S&P Affirms 'CCC' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'CCC' corporate credit rating, on Overland Park, Kan.-based
trucking company YRC Worldwide Inc. (YRCW). "At the same time, we
revised the outlook to developing from stable," S&P said.

The outlook revision is based on S&P's reassessment of YRCW's
near-term credit prospects. "Under our criteria, a company rated
at this level has a significant near-term risk of default and we
could lower ratings if earnings and cash flow weaken
meaningfully," said Standard & Poor's credit analyst Anita Ogbara.
"However, over the past few quarters, YRCW has made progress
improving operating performance and liquidity, and we could raise
the ratings if the company addresses its significant debt
maturities in 2014 and maintains adequate covenant cushion."

"The ratings on YRCW reflect its position in the competitive,
capital-intensive, and cyclical trucking industry. The company has
substantial off-balance-sheet contingent obligations related to
its multiemployer pension plans. YRCW's substantial market
position in the less-than-truckload (LTL) sector, which has fairly
high barriers to entry, is a positive. Standard & Poor's
categorizes YRCW's business risk profile as 'vulnerable,' its
financial risk profile as 'highly leveraged,' and its liquidity as
'less than adequate,' according to our criteria," S&P said.

"Based on revenues, YRCW is the second-largest LTL carrier in the
U.S. (Fed-Ex Freight, a division of FedEx Corp. [BBB/Stable/A-2],
is the largest). YRCW's peers include FedEx Freight, Arkansas Best
Corp. (unrated), and Con-way Inc. (BBB-/Stable/--). It also
competes with numerous smaller long-haul and regional LTL
companies. The company's market share declined substantially over
the past five years. As a result of YRCW's well-publicized
financial distress, its competitors sought to gain market share by
pricing aggressively. Over the past several quarters, these
competitive pressures have abated, and pricing has begun to
improve," S&P said.

"We expect little tonnage growth for LTL carriers and stable
pricing trends over the next few quarters. As a result, we expect
YRCW's operating performance and profitability to stabilize over
the next several quarters," S&P said.

"Currently, funds from operations (FFO) to total debt is 2%, and
Standard & Poor's adjusted EBITDA interest coverage is 0.8x. As a
result of YRCW's labor cost savings and other cost reduction
plans, we expect its ratio of FFO to total debt to improve
gradually into the low-single-digit percent area by 2013. YRCW
continues to streamline operations, reduce overhead, and manage
costs more aggressively. Specifically, YRCW rationalized its
terminal network and integrated its long-haul LTL Yellow and
Roadway operations. In conjunction with its financial
restructuring in 2011, YRCW received additional wage concessions
(through March 31, 2015) from the International Brotherhood of
Teamsters, which should result in further cost savings over the
next few years. For the 12 months ended June 30, 2012, YRCW
generated revenues of $4.9 billion and net losses of $315 million,
but its losses are narrowing gradually," S&P said.

"The outlook is developing. YRCW's liquidity remains constrained,
given its sizable operating losses and covenant restrictions.
Still, we expect the company to reduce losses as a result of prior
wage concessions and rationalization of its LTL network," S&P
said.

"We could lower the ratings if earnings and cash flow worsens such
that we believe a default is very likely to occur within six
months, absent unexpected favorable events. Alternatively, we
could raise the ratings if the company addresses its significant
debt maturities in 2014, maintains adequate covenant cushion, and
operating performance continues to improve despite a sluggish
economy," S&P said.


* Moody's Says More Dividend Recaps Reach Pre-Crisis Levels
-----------------------------------------------------------
Debt-funded dividend recapitalizations continued at a brisk pace
in the third quarter of 2012, and were more likely to employ high
leverage, Moody's Investors Service says in a new report, "Debt-
Funded Dividends Continue at a Strong Pace." Recent
recapitalizations, many at US companies controlled by private
equity, show investors' willingness to accept structures that
prevailed in the pre-crisis era, the rating agency says.

"Among Moody's US-rated companies there were at least 14 debt-
funded dividend recaps worth more than US$5.5 billion during the
third quarter, compared with at least 35 worth more than $11
billion in the first half of 2012," says Senior Vice President and
author of the report Lenny Ajzenman. "We have also seen a return
of PIK toggle deals, which allow companies to pay interest with
more debt, rather than cash," he says.

Along with dividend recaps that allow private equity firms to
extract value from sponsored companies, dividend payments to all
types of shareholders have been rising. Based on a sample of 800
Moody's-rated speculative-grade issuers, total dividends paid in
the first half of 2012 were up more than 30% over the same period
last year.

Dividend recaps during the third quarter were more likely to
employ higher leverage. "Six of the quarter's 14 deals, or more
than 40%, utilized pro forma leverage of more than six times,
compared with about 25% of the transactions completed during the
first half of the year," Ms. Ajzenman says. "This trend is
expected to continue at least through October, based on deals in
the pipeline," he adds.

The corporate family ratings of 27% of the companies that
completed debt-financed dividend recaps during the third quarter
were downgraded, compared with less than 15% in the first half of
the year.  Among those downgraded in the third quarter were Booz
Allen Hamilton Inc., whose dividend recap of $1 billion
substantially increased that firm's leverage. Warner Chilcott
Company, LLC also completed an approximately $1 billion recap but
was not subject to a downgrade, because leverage remained within
the 4.5x range already built into its rating.


* Criminal Restitution Must Be Paid Even With Bankruptcy
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the obligation to pay restitution as part of a
sentence for committing a crime isn't wiped out if the defendant
files for bankruptcy, the U.S. Court of Appeals in Manhattan ruled
on Oct. 12.

According to the report, an individual pleaded guilty to
conspiracy to commit tax fraud.  On account of poor health, the
district court sentenced him to time served plus supervised
release.  The sentence included paying $781,500 in restitution to
the Internal Revenue Service.  The defendant paid about $12,000
before ceasing to make the payments and filing for Chapter 7
bankruptcy.  For failure to pay restitution, the district judge
resentenced him to four months in prison while increasing the
amount of restitution.

The report relates that on appeal, the Second Circuit in Manhattan
ruled that payment of restitution is part of a criminal proceeding
and thus isn't subject to the automatic bankruptcy stay under
Section 362(b)(1) of the Bankruptcy Code.

The Bloomberg report discloses that the Court of Appeals in New
Orleans is the only other circuit court to decide the question,
Circuit Judge Reena Raggi said in her opinion.  The Fifth Circuit
reached the same result, as did several lower courts.

The case is U.S. v. Colasuonno, 11-1188, U.S. Court of Appeals for
the Second Circuit (Manhattan).


* Florida Lawyer's Suspension Upheld for Bad Language
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a Florida lawyer's 60-day suspension for making
"disrespectful and impertinent" attacks on a bankruptcy judge was
upheld by the U.S. Court of Appeals in Atlanta.  The Eleventh
Circuit rejected the lawyer's argument that his speech was
protected by the First Amendment.  The unsigned Oct. 15 opinion by
the three-judge panel said there is "no authority" for the
argument that the "First Amendment shields from sanctions an
attorney who files an inappropriate and unprofessional pleading."

According to the report, all seven bankruptcy judges in the
Southern District of Florida held a hearing together, after which
they wrote an opinion in September 2011 suspending the lawyer from
practicing in bankruptcy court for 60 days.  The Circuit Court
ruled the bankruptcy judges had the right to hold an en banc
disciplinary hearing, even though there is no specific statute or
rule allowing the judges to sit together.

The Bloomberg report discloses that, referring to the bankruptcy
judge, the lawyer said in a filing in bankruptcy court, "It is sad
when a man of your intellectual ability cannot get it right when
your own record does not support your half-baked findings."

The appeal in the Circuit Court is In re Gleason, 12-11433, U.S.
Court of Appeals for the 11th Circuit (Atlanta).  The appeal in
district court was In re Gleason, 11-62406, U.S. Bankruptcy Court,
Southern District of Florida (West Palm Beach).


* Bankrupt Claims Bid Up With Cheap Money, Trader Says
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that "There is a general euphoria in the bankruptcy
liquidation marketplace right now," said Joe Sarachek, who buys
and sells claims against bankruptcy companies at CRT Special
Investments LLC in Stamford, Connecticut.

According to the report, as an example, Mr. Sarachek pointed to
MF Global Inc., the liquidating commodity broker.  MF Global,
he said, "never ceases to amaze me."  MF Global customers with
so-called 4d claims for commodity futures and options accounts are
receiving more than 97 cents on the dollar, said Mr. Sarachek, a
managing director of special situations at CRT.  In February, they
went for 80 cents, he said.  For so-called 30.7 customers with
accounts for trading futures or options on foreign exchanges,
claims now fetch more than 90 cents, while the price was 55 cents
in February, according to Mr. Sarachek.  Customers with claims of
less than $5 million are receiving less, Mr. Sarachek said.

The report relates that explaining the rising prices, Mr. Sarachek
said buyers are borrowing money to purchase debt because "money is
cheap."  The phenomenon isn't limited to MF Global.  "We are
seeing this across the board," Mr. Sarachek said in a telephone
interview.  Even a struggling company like Hostess Brands Inc. is
benefiting.  "Although no one seems to want the general unsecured
claims," the price purchasers are offering for administration
claims representing expenses of the Chapter 11 case rose to about
91 cents from 65 cents last week, when the baker of Wonder bread
filed a proposed reorganization plan.

The Bloomberg report discloses that prices for MF Global debt have
been strong in the bond market too.  The $325 million in 6.25%
senior unsecured notes due in 2016 traded for 55 cents on the
dollar Oct. 16, up from 47 cents on Sept. 12, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than
70 exchanges around the world.  The firm was also one of 22
primary dealers authorized to trade U.S. government securities
with the Federal Reserve Bank of New York.  MF Global's roots go
back nearly 230 years to a sugar brokerage on the banks of the
Thames River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.

As of Sept. 30, 2011, MF Global had $41,046,594,000 in total
assets and $39,683,915,000 in total liabilities.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.


* BOOK REVIEW: Performance Evaluation of Hedge Funds
----------------------------------------------------
Edited by Greg N. Gregoriou, Fabrice Rouah, and Komlan Sedzro
Publisher: Beard Books
Hardcover: 203 pages
Listprice: $59.95
Review by Henry Berry

Hedge funds can be traced back to 1949 when Alfred Winslow Jones
formed the first one to "hedge" his investments in the stock
market by betting that some stocks would go up and others down.
However, it has only been within the past decade that hedge funds
have exploded in growth.  The rise of global markets and the
uncertainties that have arisen from the valuation of different
currencies have given a boost to hedge funds.  In 1998, there were
approximately 3,500 hedge funds, managing capital of about $150
billion.  By mid-2006, 9,000 hedge funds were managing $1.2
trillion in assets.

Despite their growing prominence in the investment community,
hedge funds are only vaguely understood by most people.
Performance Evaluation of Hedge Funds addresses this shortcoming.
The book describes the structure, workings, purpose, and goals of
hedge funds.  While hedge funds are loosely defined as "funds with
no rules," the editors define these funds more usefully as
"privately pooled investments, usually structured as a partnership
between the fund managers and the investors."  The authors then
expand upon this definition by explaining what sorts of
investments hedge funds are, the work of the managers, and the
reasons investors join a hedge fund and what they are looking for
in doing so.

For example, hedge funds are characterized as an "important avenue
for investors opting to diversify their traditional portfolios and
better control risk" -- an apt characterization considering their
tremendous growth over the last decade.  The qualifications to
join a hedge fund generally include a net worth in excess of $1
million; thus, funds are for high net-worth individuals and
institutional investors such as foundations, life insurance
companies, endowments, and investment banks.  However, there are
many individuals with net worths below $1 million that take part
in hedge funds by pooling funds in financial entities that are
then eligible for a hedge fund.

This book discusses why hedge funds have become "notorious as
speculating vehicles," in part because of highly publicized
incidents, both pro and con.  For example, George Soros made $1
billion in 1992 by betting against the British pound.  Conversely,
the hedge fund Long-Term Capital Management (LTCP) imploded in
1998, with losses totalling $4.6 billion.  Nonetheless, these are
the exceptions rather than the rule, and the editors offer
statistics, studies, and other research showing that the
"volatility of hedge funds is closer to that of bonds than mutual
funds or equities."

After clarifying what hedge funds are and are not, the book
explains how to analyze hedge fund performance and select a
successful hedge fund.  It is here that the book has its greatest
utility, and the text is supplemented with graphs, tables, and
formulas.

The analysis makes one thing clear: for some investors, hedge
funds are an investment worth considering.  Most have a
demonstrable record of investment performance and the risk is low,
contrary to common perception.  Investors who have the necessary
capital to invest in a hedge fund or readers who aspire to join
that select club will want to absorb the research, information,
analyses, commentary, and guidance of this unique book.

Greg N. Gregoriou teaches at U. S. and Canadian universities and
does research for large corporations.  Fabrice Rouah also teaches
at the university level and does financial research.  Komlan
Sedzro is a professor of finance at the University of Quebec and
an advisor to the Montreal Derivatives Exchange.



                            *********


Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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