TCR_Public/121023.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, October 23, 2012, Vol. 16, No. 295

                            Headlines

11850 DEL PUEBLO: Lender Wants Receiver to Keep Control of Assets
11850 DEL PUEBLO: Sec. 341 Creditors' Meeting Set for Nov. 21
11850 DEL PUEBLO: Case Management Conference on Dec. 5
1570 SOUTH PERRY: Case Summary & Unsecured Creditor
1701 COMMERCE: Exclusivity Ends Nov. 24 Absent Plan Confirmation

3210 RIVERDALE: Chapter 11 Reorganization Case Dismissed
A123 SYSTEMS: Receives Court Approval Of "First Day" Motions
A & R PROPERTIES: Voluntary Chapter 11 Case Summary
ACACIA AUTOMOTIVE: Files Form 10-Q for 2nd Quarter of 2010
ADVANCED MICRO: Moody's Cuts Corporate Family Rating to 'B1'

AHERN RENTALS: Hearing on Plan Filing Extension Moved to Oct. 31
ARCAPITA BANK: Still Trying to Secure Financing From Silver Point
ARCAPITA BANK: Court Approves Settlement with Standard Chartered
BCE INC: Moody's Says Denial of Astral Acquisition Credit Pos.
BERRY PLASTICS: Redeems Outstanding 11% Senior Subordinated Notes

BHI EXCHANGE: S&P Withdraws 'B' Corp. Credit Rating on Request
BOUNDARY BAY: EIF 1 Opposes Approval of Plan Disclosures
BWAY PARENT: Moody's Confirms 'B2' CFR; Outlook Negative
CAPABILITY RANCH: Hearing on Gordon Silver Hiring Nov. 13
CAESARS ENTERTAINMENT: Amends Q1 Results to Reflect Assets Sold

CARGO ACQUISITION: Moody's Withdraws 'Ba2' Senior Rating
CENTRAL ILLINOIS ENERGY: Coop Can't Pursue Ridgestone Bank
CHINA PRECISION: Gets Another Non-Compliance Notice from NASDAQ
CLEAR CHANNEL: Bank Debt Trades at 14% Off in Secondary Market
CLEARWIRE CORP: Intel Corporation Owns 12.4% of Class A Shares

COMMERCETEL CORP: Extends Due Date of $4.2MM Notes to April 15
DAFFY'S INC: Donlin Recano Approved as Administrative Agent
DAFFY'S INC: Plan Confirmation Hearing Adjourned to Dec. 17
DELTA 2: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
DEVI LLC: Case Summary & 6 Largest Unsecured Creditors

DEWEY & LEBOEUF: Stay Lifted to Allow XL to Pay Defense Expenses
DEX MEDIA WEST: Bank Debt Trades at 34% Off in Secondary Market
DIGITAL DOMAIN: Rosen Reminds of Nov. 19 Lead Plaintiff Deadline
DIGITAL DOMAIN: CFO J. Nichols and Director J. Lunsford Resign
EINSTEIN NOAH: Moody's Assigns 'B3' CFR; Rates Bank Facility 'B2'

EMISPHERE TECHNOLOGIES: Obtains $1.4-Mil. Bridge Loan from MHR
EMISPHERE TECHNOLOGIES: Mark Rachesky Holds 47.7% Equity Stake
ENERGY FUTURE: Prices Offering of $252.7 Million Senior Notes
ENERGY FUTURE: Fitch Rates $250 Million Secured Notes 'CCC+'
ENERGY FUTURE: Moody's Rates $250MM Senior Secured Notes 'Caa3'

ENERGY SOLUTIONS: Moody's Cuts Corp. Family Rating to 'Caa1'
EPICEPT CORP: Has Until Nov. 15 to Ink Transaction with MidCap
EVERGREEN INT'L: S&P Puts 'CCC' Corp Credit Rating on Watch Neg
EXCEL BANK: Closed; Simmons First NB Assumes All Deposits
FENTON SUB: Plan Confirmed; Settlement With Mulcahy Okayed

FIRST EAST SIDE SB: Closed; Stearns Bank NA Assumes All Deposits
FREESEAS INC: Had $20.8-Mil. Net Loss in 1st Half of 2012
G.S. ASSETS: Case Summary & 3 Unsecured Creditors
GOD'S UNIVERSAL: Case Summary & 10 Unsecured Creditors
GOLDEN STATE: Moody's Cuts Rating on Mortgage Notes to 'Caa1'

GRACIA'S AMBULANCE: Case Summary & 11 Unsecured Creditors
GULFSOUTH PRIVATE BANK: Closed; SmartBank Assumes All Deposits
HANGER ORTHOPEDIC: Moody's Raises Sr. Secured Ratings to 'Ba2'
HARBINGER GROUP: Fitch Affirms 'B' IDR; Outlook Stable
HMX ACQUISITION: Files for Chapter 11 Protection

HMX ACQUISITION: Salus Capital Provides $65 Million DIP Facility
HMX ACQUISITION: No Plans to Lay Off Workers Despite Bankruptcy
HMX ACQUISITION: Salus Providing $65-Mil. DIP Credit Loan
HOA RESTAURANT: S&P Lowers CCR to 'B-' on Lower Profits
HOTEL AIRPORT: Javier Scimeca Approved as Financial Consultant

HOTEL AIRPORT: Plan Outline Hearing Continued until Nov. 27
HYLAND SOFTWARE: Moody's Affirms 'B2' Corp. Family Rating
HYLAND SOFTWARE: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
IGNITE RESTAURANT: Gets Sr. Sec. Credit Waiver Until Nov. 15
IMC HOME: Moody's Lowers Rating on Cl. M-2 Loans to 'B2'

INDIANAPOLIS DOWNS: Clash Over Sale to Centaur Continues
INNER CITY: Seeks Extension to File Creditor-Payment Plan
ISTAR FINANCIAL: Has $1.8 Billion Credit Facility with JPMorgan
JAYHAWK ENERGY: Had $30,500 Net Loss in June 30 Quarter
K-V PHARMACEUTICAL: Has Access to Cash Collateral Until Nov. 21

KEOWEE FALLS: Says Sale Closed; Plan and Outline to be Filed
KRONOS INC: Moody's Rates New Secured Revolver Debt 'Ba3'
LEHMAN BROTHERS: Cantor Is Chief Gen. Counsel; Grossman to LBSF
LEHMAN BROTHERS: Judge Dismisses Key Claims in Class Action
LENCO MOBILE: Had Net Loss of $2.2-Mil. in First Quarter

LENNAR: Moody's Lifts CFR to 'Ba3'; Sr. Notes Rating to 'B1'
LEVER DEVELOPMENT: Loses Bid to Stop Involuntary Chapter 7
LIGHTSQUARED INC: Will Seek Approval of Revised KEIP on Oct. 23
LIONS GATE: Moody's Affirms 'B1' Corporate Family Rating
LONGVIEW POWER: Bank Debt Trades at 17% Off in Secondary Market

MARTIN PEMSTEIN: Brother Allowed $23K Claim for Lost Inventory
MERCURY PAYMENT: Moody's Affirms 'B1' CFR; Outlook Negative
MERIDIAN SHOPPING: Chapter 11 Reorganization Case Dismissed
MERIDIAN SPORTS: Case Summary & 20 Largest Unsecured Creditors
MERRILL CORP: Moody's Reviews 'Caa3' Corp. Rating for Upgrade

MERRILL CORP: S&P Puts 'CCC-' CCR on Watch on Debt Refinancing
MID-MOUNTAIN MACHINERY: Court Confirms 2nd Amended Plan
MOSS FAMILY: Bankruptcy Court Approves Beachwalk Realty as Broker
MOSS FAMILY: Taps Patrick Kepchar of PK Financial as Accountant
MOTORS LIQUIDATION: Files GUC Trust Report as of Sept. 30

MUSCLEPHARM CORP: James Greenwell Named to Board of Directors
NESBITT PORTLAND: Alvarez & Marsal Approved as Financial Advisors
NEWPAGE CORP: Plan Outline Hearing Scheduled for Nov. 6
NIP COMPANY: Brenda T. Cubbage Serves as New Lead Bankr. Counsel
ONEBEACON US: Moody's Affirms '(P)Ba1' Preferred Stock Rating

PABELLON DE LA VICTORIA: Case Summary & 18 Unsecured Creditors
PAR PHARMACEUTICALS: S&P Assigns 'B+' Corporate Credit Rating
PATRIOT COAL: Notices of Transfers of Claims Made on Oct. 5 and 8
PATRIOT COAL: Wants Stay Lifted to Allow Payment of Defense Costs
PATRIOT COAL: Wants Plan Filing Period Extended Until May 5

PATRIOT COAL: Fifth Third Agrees to Challenge Deadline Extension
PENN VIRGINIA: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
PCF SALECO: Wins More Time to Respond to Involuntary Bankruptcy
POST APARTMENT: Moody's Raises Preferred Rating From 'Ba1'
PREMIER DENTAL: Moody's Assigns 'B3' Corp. Family Rating

RADLAX GATEWAY: Court Dismissed Chapter 11 Case
RENAISSANCE LEARNING: Moody's Affirms 'B2' CFR; Outlook Stable
RESIDENTIAL CAPITAL: Court OKs Amendments to DIP Loan Agreement
RESIDENTIAL CAPITAL: Has Green Light to Pay Up to $7MM to Execs
RESIDENTIAL CAPITAL: AFI Files Letter Supporting Sale

RESIDENTIAL CAPITAL: Committee Retains EPIQ as Info Agent
RESORT AT PIKES: Voluntary Chapter 11 Case Summary
REVEL ENTERTAINMENT: Bank Debt Trades at 31% Off
RICHFIELD EQUITIES: Hearing Today on Sale; Teamsters, Bank Object
RICHFIELD EQUITIES: U.S. Trustee Appoints 4-Member Creditors Panel

RICHFIELD EQUITIES: Sec. 341 Creditors' Meeting on Wednesday
RICHFIELD EQUITIES: Has Final Approval of Comerica DIP Financing
SAGAMORE PARTNERS: Gets 13th Interim OK to Use Cash Collateral
SALUTARIS DIALYSIS: Judge Declines to Revive Chapter 11 Case
SEARCHMEDIA HOLDINGS: 11.2-Mil. Warrants to Expire on Feb. 19

SHALE-INLAND HOLDINGS: Moody's Assigns 'B3' CFR; Outlook Stable
SHUANEY IRREVOCABLE: Beach Community's Case Dismissal Plea Denied
SIDEWINDER DRILLING: Moody's Rates $225-Mil. Senior Notes 'B3'
SIDEWINDER DRILLING: S&P Assigns 'B-' Corp. Credit Rating
SIGNATURE STATION: Wants to Use Rental Income

SIGNATURE STATION: Sec. 341 Creditors' Meeting Set for Nov. 21
SIMMONS FOODS: Moody's Says Proposed Asset Sale Credit Positive
SNO MOUNTAIN: Lender Casts Doubt on Involuntary Petition
SNO MOUNTAIN: Petitioning Creditors Want Trustee Appointed
SOLYNDRA LLC: Seeks $1.5-Bil. in Damages From Suntech et al.

SONYA PORRETTO: Duty to Indemnify Not Based on Actual Payments
SOUTHERN AIR: Chapter 11 Plan Hands Ownership to Lenders
SPANISH BROADCASTING: Attiva Wants Class A Directors Appointed
SPEEDWAY MOTORSPORTS: Rights Deal No Impact on Moody's 'Ba1' CFR
SRA INT'L: S&P Affirms 'B' Corp. Credit Rating; Outlook Negative

SPRINGHILL PARTNERS: Voluntary Chapter 11 Case Summary
STEAK N SHAKE: S&P Withdraws 'B' Corp. Credit Rating on Request
STEREOTAXIS INC: Franklin Resources Discloses 19.4% Equity Stake
STODDARD STREET: Voluntary Chapter 11 Case Summary
STORY BUILDING: Case Dismissal Hearing Continued Until Dec. 4

STORY BUILDING: Plan Outline Hearing Continued Until Nov. 30
SUNGARD DATA: Moody's Rates $500-Mil. Sr. Subordinated Notes Caa1
THOR INDUSTRIES: Hearing on Cash Collateral Continued Until Nov. 2
TOMKINS AIR: S&P Assigns Prelim. 'B' Corporate Credit Rating
TOWNSEND CORP: Plan Filing Exclusivity Extended to Jan. 2

TRIBUNE CO: Bank Debt Trades at 24% Off in Secondary Market
TSC SIEBER: Chapter 7 Trustee Can Recover $451K Against Ex-Manager
TXU CORP: Bank Debt Trades at 31% Off in Secondary Market
TXU CORP: Bank Debt Trades at 26% Off in Secondary Market
UNIGENE LABORATORIES: Files Form S-1, Registers 161.7MM Shares

VAREL INTERNATIONAL: Moody's Assigns 'B3' CFR; Outlook Stable
WAVE2WAVE COMMS: Hearing on Case Conversion Set for Nov. 13
WESCO INT'L: Moody's Says EECOL Acquisition Credit Negative
WEZBRA DAIRY: Files Schedules of Assets and Liabilities
WILSONART LLC: Moody's Cuts Rating on Senior Secured Loans to B2

WILSONART LLC: S&P Cuts Rating on $900MM Secured Credit to 'B+'
WINDSOR PETROLEUM: Moody's Cuts Rating on Sec. Notes to 'Caa2'
XINERGY CORP: S&P Puts 'CCC+' Corp. Credit Rating on Watch Neg
YNS ENTERPRISE: Files Schedules of Assets and Liabilities
ZACKY FARMS: Lowenstein Retained as Creditors' Committee Counsel

ZIONS BANCORPORATION: Moody's Corrects Oct. 3 Rating Release

* Moody's Says US Credit Card Delinquencies Up 2.39% in Sept.
* Moody's Says Liquidity-Stress Index Unchanged in Oct. at 3.5%
* Epiq System Breaks Ground on Kansas City HQ Expansion

* Large Companies With Insolvent Balance Sheets



                            *********

11850 DEL PUEBLO: Lender Wants Receiver to Keep Control of Assets
-----------------------------------------------------------------
U.S. Bank National Association asks the Bankruptcy Court to excuse
a receiver for 11850 Del Pueblo, LLC's shopping center assets from
turning over the property to the bankruptcy estate.

Under 11 U.S.C. Section 543(d), a custodian like the receiver may
be excused from turning over property of the estate to the debtor
if it is in the best interests of the estate's creditors to do so.

U.S. Bank said the receiver should be excused from turning over
the property because (a) the Debtor collected rents for over five
months without making a single payment to the Lender,
notwithstanding the Lender's senior security therein, (b) the
Debtor failed to properly maintain the property thereby impairing
its value, and (c) the Debtor failed to collect rents from one of
the property's anchor tenants which is an affiliate of the Debtor.
U.S. Bank said the Debtor's past actions and pattern of conduct
demonstrate that the Debtor  will not manage the property in a
manner that is in the best interests of its creditors, and that
continued mismanagement of the property by the Debtor will further
impair the value of estate assets.

U.S. Bank serves as Trustee, successor-in-interest to Bank
America, N.A., as Trustee, as successor by merger to LaSalle Bank
National Association, as Trustee, for the Registered Holders of
Deutsche Mortgage & Asset Receiving Corporation Mortgage Pass-
Through Certificates, Series CD2006-CD3.  U.S. Bank is the current
beneficiary under a deed of trust that encumbers a shopping center
located in El Monte, California, that is owned by 11850 Del
Pueblo.  The deed of trust secures a $14 million loan originally
made by German American Capital Corp. to the Debtor.  U.S. Bank
said the Debtor ceased making monthly payments on the loan in
December 2011, and has not made any payments since then.  In
response to these defaults, U.S. Bank, among other things, sought
and obtained the appointment of a receiver for its collateral in
California state court in May 2012.  Since May 1, the receiver has
been in possession and control of the collateral property.

According to U.S. Bank, upon his appointment, the receiver
discovered that the Debtor had severely mismanaged the property.
The Debtor had failed to maintain the property, requiring the
receiver to, among other things, repair the roof and HVAC system,
address irrigation issues, remove accumulated debris and bring the
property into compliance with local municipal codes.

U.S. Bank said under the Debtor's care, the property was cited by
the City of El Monte with 10 different violations of the local
municipal codes (including, deterioration of the building exterior
and parking lot and accumulation of trash and other debris) all of
which violations reflect ongoing neglect and long-overdue
maintenance.

The receiver also discovered that one of the property's anchor
tenants, a grocery store affiliated with the Debtor, was seriously
delinquent on its rent obligations.  The receiver has undertaken
to collect the amounts owed by the grocery store, but so far has
only been able to collect a small portion of the rents the
affiliate owes.

U.S. Bank also asks the Court to authorize the receiver to use the
Lender's cash collateral on a limited interim basis so that the
receiver may continue to effectively manage the property and
maximize its value for the benefit of all of the Debtor's
creditors.

There's a Nov. 13 hearing on U.S. Bank's request.

U.S. Bank is represented in the case by:

         Alan M. Feld, Esq.
         M. Reed Mercado, Esq.
         Adam McNeile, Esq.
         SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
         333 South Hope Street, 43rd Floor
         Los Angeles, CA 90071-1422
         Telephone: 213.620.1780
         Facsimile: 213.620.1398
         E-mail: afeld@sheppardmullin.com
                 rmercado@sheppardmullin.com

11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-42819) in Los Angeles on Sept. 27, 2012.
The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B),
owns property on 11850 Valley Boulevard, in El Monte, California.
The property, according to the schedules filed together with the
petition, is worth $9 million and secures a $17.5 million claim.
The Law Offices of Levi Reuben Uku serves as counsel to the
Debtor.

The Court dismissed the bankruptcy case on Oct. 12, 2012, due to
the Debtor's failure to timely file certain necessary documents.

The Debtor filed a second petition (Bankr. C.D. Calif. 12-44726)
on Oct. 15.

Bankruptcy Judge Robert N. Kwan presides over the case.  The
Debtor is represented in the second case by:

          Chukwudum N. Emenike, Esq.
          3255 Wilshire Blvd Ste 1032
          Los Angeles, CA 90011
          Tel: 213-487-0190
          Fax: 213-487-7415
          E-mail: chuckeme@yahoo.com

               - and -

          Levi Reuben Uku, Esq.
          LAW OFFICES OF LEVI REUBEN UKU
          3540 Wilshire Blvd Ste 626
          Los Angeles, CA 90010
          Tel: 213-385-0193
          Fax: 213-385-0576
          E-mail: levireuben@gmail.com


11850 DEL PUEBLO: Sec. 341 Creditors' Meeting Set for Nov. 21
-------------------------------------------------------------
The U.S. Trustee in Los Angeles, California, will convene a
Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) in the
Chapter 11 case of 11850 Del Pueblo, LLC, on Nov. 21, 2012, at
1:15 p.m. at RM 2610, 725 S Figueroa St., in Los Angeles.

                      About 11850 Del Pueblo

11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-42819) in Los Angeles on Sept. 27, 2012.
The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B),
owns property on 11850 Valley Boulevard, in El Monte, California.
The property, according to the schedules filed together with the
petition, is worth $9 million and secures a $17.5 million claim.
The Law Offices of Levi Reuben Uku serves as counsel to the
Debtor.

The Court dismissed the bankruptcy case on Oct. 12, 2012, due to
the Debtor's failure to timely file certain necessary documents.

The Debtor filed a second petition (Bankr. C.D. Calif. 12-44726)
on Oct. 15.

Bankruptcy Judge Robert N. Kwan presides over the case.  The
Debtor is represented in the second case by Chukwudum N. Emenike,
Esq., and the Law Offices of Levi Reuben Uku.  U.S. Bank is
represented in the case by lawyers at Sheppard, Mullin, Richter &
Hampton LLP.


11850 DEL PUEBLO: Case Management Conference on Dec. 5
------------------------------------------------------
The Bankruptcy Court set a Scheduling and Case Management
Conference on Dec. 5, 2012, at 11:00 a.m., in courtroom 1675.

11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-42819) in Los Angeles on Sept. 27, 2012.
The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B),
owns property on 11850 Valley Boulevard, in El Monte, California.
The property, according to the schedules filed together with the
petition, is worth $9 million and secures a $17.5 million claim.
The Law Offices of Levi Reuben Uku serves as counsel to the
Debtor.

The Court dismissed the bankruptcy case on Oct. 12, 2012, due to
the Debtor's failure to timely file certain necessary documents.

The Debtor filed a second petition (Bankr. C.D. Calif. 12-44726)
on Oct. 15.

Bankruptcy Judge Robert N. Kwan presides over the case.  The
Debtor is represented in the second case by Chukwudum N. Emenike,
Esq., and the Law Offices of Levi Reuben Uku.  U.S. Bank is
represented in the case by lawyers at Sheppard, Mullin, Richter &
Hampton LLP.


1570 SOUTH PERRY: Case Summary & Unsecured Creditor
---------------------------------------------------
Debtor: 1570 South Perry Road, LLC
        P.O. Box 421309
        Indianapolis, IN 46242

Bankruptcy Case No.: 12-12296

Chapter 11 Petition Date: October 16, 2012

Court: U.S. Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch, III

Debtor's Counsel: Jeffrey M. Hester, Esq.
                  TUCKER HESTER, LLC
                  429 N Pennsylvania Street, Suite 100
                  Indianapolis, IN 46204-1816
                  Tel: (317) 833-3030
                  Fax: (317) 833-3031
                  E-mail: jeff@tucker-hester.com

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

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

The petition was signed by Carl E. Voigt, IV, managing member.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Hendricks County Treasurer         Property Taxes          $25,343
355 S. Washington Street, #215
Danville, IN 46122


1701 COMMERCE: Exclusivity Ends Nov. 24 Absent Plan Confirmation
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
denied Dougherty Funding, LLC's motion to (i) dismiss the Chapter
11 case of 1701 Commerce, LLC, or, in the alternative; (ii) grant
Dougherty relief of the automatic stay.

In 2007, Dougherty agreed to make a $39.6 million loan to
non-party Presidio Hotel Forth Worth, L.P., to purchase and
rehabilitate the property at 1701 Commerce Street, Fort Worth,
Texas 76102, commonly known as the Sheraton Fort Worth Hotel and
Spa.  The senior loan was secured by a first mortgage on the
property.  The balance now due on the senior loan is
$44.5 million.

Dougherty, in its motion, argued that the Debtor filed the
bankruptcy in bad faith.

The Court also ordered that, among other things:

   i) the automatic stay will terminate pursuant to Section
      362(d)(1) of the Code on Aug. 24, 2012, unless, prior to
      such time, Debtor deposits in the registry of the Court
      $1,000,000, in the form of cash;

  ii) The Debtor will have until Nov. 24, to confirm a plan,
      provided, however, the Debtor will pay to Dougherty by
      Sept. 5, Oct. 5, and Nov. 5, the additional sum of $241,000;
      and

iii) if the Debtor has not obtained an order confirming a
      plan by Nov. 24, the stay and the exclusive right of Debtor
      to propose and solicit acceptances of a plan will terminate.

                        About 1701 Commerce

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

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

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

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

The Plan co-proposed by the Debtor and Vestin Realty Mortgage I,
Inc., Vestin Realty Mortgage II, Inc., and Vestin Fund III, LLC,
provides that, among other things, Convenience Class of Unsecured
Claims of $5,000 will be paid 100% in cash without interest within
30 days after Effective Date, and Unsecured Claims in Excess of
$5,000 will be paid 100% with interest at 5% through 20 quarterly
payments.


3210 RIVERDALE: Chapter 11 Reorganization Case Dismissed
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
dismissed the Chapter 11 case of 3210 Riverdale Development LLC.

The Debtor sought the dismissal of the bankruptcy case.

Earlier in the bankruptcy proceeding, senior lender 3210 Riverdale
Avenue Partners LLC sought a dismissal.  The senior lender said
the case does not belong in bankruptcy court.  It is a simple two-
party dispute between a single asset real estate debtor and its
secured lender, which, prior to the filing of the chapter 11 case,
was being adjudicated in a foreclosure proceeding in the New York
State Supreme Court.

The senior lender said it is substantially under-secured and there
is no equity in the Debtor's sole asset -- an uninhabited 46 unit
condominium project in New York.  If the Court declines to dismiss
the Chapter 11 case, the senior lender said it is entitled, in the
alternative, to relief from the automatic stay to allow it to
proceed with the foreclosure action.

The parties later reached a stipulation, under which, they agreed
that:

   -- (i) As of the Petition Date, the Debtor is indebted to the
      senior lender in the aggregate amount of $22,626,043, plus
      fees, costs and expenses, (ii) the indebtedness is not
      subject to offset, defense or counterclaims, and (iii) the
      amount of the indebtedness exceeds the fair market value of
      the Property by no less than $5 million;

   -- The senior lender is granted relief from the automatic stay
      to continue the foreclosure action including, but not
      limited to, a foreclosure sale of the property;

   -- the Debtor's exclusive period to file a plan of
      reorganization is terminated and the senior lender and the
      Debtor may propose a qualified plan as set forth in the
      settlement agreement.

                About 3210 Riverdale Development LLC

Bronx, New York-based 3210 Riverdale Development LLC filed for
Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-11109) on
March 20, 2012.  Judge James M. Peck is assigned to the Debtor's
bankruptcy case.

3210 Riverdale owns certain real property and improvements located
at 3210 Riverdale Ave., 3217 Irwin Ave., and 3219 Irwin Ave., in
Bronx.  The parties behind 3210 Riverdale Avenue Partners LLC are
Michael Davis at Plymouth Group, and Laurence Rappaport, at KABR
Group.  The Debtor disclosed $30,000,000 in assets and $18,977,495
in liabilities as of the Chapter 11 filing.

The property was in possession of a state court appointed receiver
of rents, which receiver has been excused form compliance form
turnover pursuant to an order of the Court dated May 11, 2012.

The Debtor was represented by Jonathan S. Pasternak, Esq., at
Rattet Pasternak, LLP.  The senior lenders were represented by
Andrew C. Gold, Esq.

There was a Chapter 11 plan co-proposed by the Debtor and senior
lender 3210 Riverdale Avenue Partners LLC.  The Plan provides that
the senior lender, owed $22.7 million would have a 78% recovery.
In satisfaction of the claim, the Debtor has agreed to convey its
property to the lender or its buyer designee.


A123 SYSTEMS: Receives Court Approval Of "First Day" Motions
------------------------------------------------------------
A123 Systems, Inc. disclosed that the U.S. Bankruptcy Court for
the District of Delaware granted the Company's request for certain
"first day" orders that help support its business.

The Court granted A123 interim approval to use $15.5 million of
its $72.5 million Debtor-in Possession financing from Johnson
Controls, Inc. to support the Company's operations throughout the
transaction process.  A court hearing for final approval of the
DIP has been scheduled for Oct. 30, 2012.  The Company also
received approval to, among other things, continue paying employee
wages, salaries, benefits and other employee obligations.

A123 entered an asset purchase agreement with Johnson Controls, in
which Johnson Controls expects to acquire A123's automotive
business assets.  A123 also continues to engage in active
discussions regarding strategic alternatives for its grid,
commercial, government and other operations, and has received
several indications of interest for these businesses.  To
facilitate the transaction process, A123 and all of its U.S.
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Delaware.  The Company's subsidiaries
located outside the U.S. were not included in the filings.

                         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.


A & R PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: A & R Properties, LLC
        601 Napoleon Street
        Baton Rouge, LA 70802

Bankruptcy Case No.: 12-11504

Chapter 11 Petition Date: October 16, 2012

Court: U.S. Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: Alice Estill, Esq.
                  G. ALLEN WALSH & ASSOCIATES
                  601 Napoleon Street
                  Baton Rouge, LA 70802
                  Tel: (225) 381-9305
                  Fax: (225) 381-9317
                  E-mail: afestill@yahoo.com

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

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

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

The petition was signed by G. Allen Walsh, managing member.


ACACIA AUTOMOTIVE: Files Form 10-Q for 2nd Quarter of 2010
----------------------------------------------------------
Acacia Diversified Holdings, Inc., formerly known as Acacia
Automotive, Inc., filed on Oct. 19, 2012, its quarterly report on
Form 10-Q for the three months ended June 30, 2010.

The Company reported net income of $214,964 on $548,568 of
revenues for the three months ended June 30, 2010, compared with
net income of $7,367 on $476,366 of revenues for the three months
ended June 30, 2009.

For the six months ended June 30, 2010, the Company had net income
of $97,090 on $956,626 of revenues, compared with a net loss of
$30,077 on $798,016 of revenues for the six months ended June 30,
2009.

"The Company discontinued operations at its Chattanooga auction
location after Aug. 31, 2010, reporting a loss of $14,667 on those
discontinued operations in the three months ended June 30, 2010,
and $188,069 for the six months ended June 30, 2010.  As a result
of the required accounting, the Company gained $218,892 on
discontinuation of operations at the Chattanooga subsidiary for
the three month and six month period, resulting in a net
consolidated gain of $204,225 and $30,823 in the three months and
six months, respectively."

For the six months ended June 30, 2010, the Company booked a
profit from consolidated continuing operations of $66,267 for a
net consolidated income of $97,090.

The Company's balance sheet at June 30, 2010, showed $1.6 million
in total assets, $1.2 million in total liabilities, and a
shareholders' deficit of $394,941.

As reported in the TCR on June 8, 2010, Killman, Murrell &
Company, P.C., in Odessa, Texas, expressed substantial doubt about
the Company's ability to continue as a going concern, following
its audit of the Company's financial statements for the fiscal
year ended Dec. 31, 2009.  The independent auditors noted that the
Company has suffered recurring losses from operations and has
limited capital resources.

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

Acacia Diversified Holdings, Inc., does not have significant
operations.  It intends to acquire and operate businesses.
Previously, it was engaged in the auctioning of automobiles,
trucks, boats, motor homes, RVs, and related products.  The
Company was formerly known as Acacia Automotive, Inc., and changed
its name to Acacia Diversified Holdings, Inc., in July 2012.
Acacia Diversified Holdings, Inc., was founded in 1984 and is
based in Ocala, Florida.


ADVANCED MICRO: Moody's Cuts Corporate Family Rating to 'B1'
------------------------------------------------------------
Moody's Investors Service lowered Advanced Micro Devices' ("AMD")
corporate family rating to B1 from Ba3, and the ratings on the
senior unsecured notes to B1 from Ba3.  The ratings were also
placed under review for further downgrade.  The speculative grade
liquidity rating was lowered to SGL-2 from SGL-1.

The downgrade of the corporate family rating reflects prospects
for significantly weaker than expected operating performance over
the next year. The "increasingly challenging macro environment,
weak demand conditions in the personal computer space,
particularly among consumers and in the lower end segments where
tablet devices continue to take wallet-share, are expected to
persist well into 2013", said Moody's Richard Lane.

AMD is reorienting its business model and implementing a cost
realignment program that, with $450 million of quarterly operating
costs, could achieve breakeven operating profit at $1.3 billion in
sales. With Moody's forecast $1.15 billion of revenue in the
December quarter, followed by typically lower sequential revenue
in the first fiscal quarter and flat second quarter revenue,
Moody's believes AMD will be challenged to achieve quarterly
breakeven operating profit until at least one year from now.

Driven by the outlook for operating losses, Moody's expects
adjusted debt to EBITDA could double over the next year from
approximately 4.0 times as of September 2012 (2.7 times at June
2012).

As of September 2012, AMD had nearly $1.5 billion of cash and
marketable securities. AMD does not maintain a committed revolving
credit facility. Moody's now expects AMD will consume some cash
over the next year. This view is driven by projected operational
losses, cash payments of $225 million to AMD's foundry partner
(Global Foundries) in December related to a previously negotiated
wafer supply agreement, and approximately $80 million in cash
outflows related to restructuring activities (headcount reduction)
over the next two quarters. AMD's next debt maturity is a $580
million note (unrated) due May 2015.

Ratings Rationale

The review will focus on AMD's prospects to reorient its business
to address markets beyond its core, legacy personal computer
market to the faster growing server, embedded, and ultra low power
segments. AMD is targeting to grow the latter segments from
roughly 15% of revenue presently to 40%-50% of its revenue over
time.

Embedded computation for the gaming, industrial, and
communications currently makes up about 5% of AMD's revenue, and
management outlined a goal to increase that to about 20% by the
end of 2013. While AMD has key design wins in the embedded space
that Moody's believes makes this target reasonable, the rating
agency is more skeptical of AMD's ability to drive server
materially higher over the near term due to stiff competition from
Intel and long design cycles for mission critical servers. The
review will consider the time frame and financial implications of
AMD's plans to use third party processor cores in future high-end
server products to complement its Sea-Micro server fabric. Moody's
will also assess AMD's prospects to compete in the ultra low power
tablet market where incumbent producers of ARM-based processors
have low power advantages.

In addition to management's strategic reorientation, Moody's will
also assess the ability to reduce AMD's operational cost structure
($80 million in fourth quarter restructuring charges followed by
additional undisclosed restructuring charges next year) without
diminishing the ability to consistently innovate. An additional
element of the ratings review will address AMD's future wafer
supply agreement with Global Foundries, including the existing
take-or-pay contract under which AMD is currently scheduled to pay
$500 million in the fourth quarter.

In addition, Moody's is adding the LGD for the bonds due in 2020.
The LGD was previously missing due to an internal administrative
error. An LGD of LGD4-53 was assigned on July 26 2010 when the
bonds were first rated and was changed to LGD4-54 on August 6
2012.

Ratings downgraded:

Corporate family rating to B1 from Ba3

Probability of default rating to B1 from Ba3

$500 million senior unsecured notes due 2017 to B1 (LGD4-54%)
from Ba3 (LGD4-54%)

$500 million senior unsecured notes due 2020 to B1 (LGD4-
54%)from Ba3 (LGD4-54%)

$500 million senior unsecured notes due 2022 to B1 (LGD4-
54%)from Ba3 (LGD4-54%)

Speculative grade liquidity rating to SGL-2 from SGL-1

The principal methodology used in rating Advanced Micro Devices
was the Global Semiconductor Industry Methodology published in
November 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.


AHERN RENTALS: Hearing on Plan Filing Extension Moved to Oct. 31
----------------------------------------------------------------
Rental Equipment Register reports that a court hearing to consider
an extension of the exclusivity period for Ahern Rentals to
propose a reorganization plan to exit bankruptcy has been
postponed until Oct. 31, 2012.

According to the report, Platinum Equity LLC, which also owns
Maxim Crane Rental, is believed to be interested in a takeover
using the portion of Ahern debt owned by Platinum.

                        About Ahern Rentals

Founded in 1953 with one location in Las Vegas, Nevada, Ahern
Rentals Inc. -- http://www.ahern.com/-- now offers rental
equipment to customers through its 74 locations in Arizona,
Arkansas, California, Colorado, Georgia, Kansas, Maryland,
Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North
Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee,
Texas, Utah, Virginia and Washington.

Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain
an extension of the Aug. 21, 2011 maturity of its revolving credit
facility.  Judge Bruce T. Beesley presides over the case.  Lawyers
at Gordon Silver serve as the Debtor's counsel.  The Debtor's
financial advisors are Oppenheimer & Co. and The Seaport Group.
Kurtzman Carson Consultants LLC serves as claims and notice agent.

Counsel to Bank of America, as the DIP Agent and First Lien Agent,
are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye
Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer.
Attorneys for the Majority Term Lenders are Paul Aronzon, Esq.,
and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy
LLP.  Counsel for the Majority Second Lienholder are Paul V.
Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq.,
at Willkie Farr & Gallagher LLP.  Attorney for GE Capital is James
E. Van Horn, Esq., at McGuirewoods LLP.  Wells Fargo Bank is
represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C.  Allan S. Brilliant, Esq., and Glenn E.
Siegel, Esq., at Dechert LLP argue for certain revolving lenders.

Attorneys for U.S. Bank National Association, as successor to
Wells Fargo Bank, as collateral agent and trustee for the benefit
of holders of the 9-1/4% Senior Secured Notes Due 2013 under the
Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard,
Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland
& Hart.

In its schedules, the Debtor disclosed $485.8 million in assets
and $649.9 million in liabilities.

The Official Committee of Unsecured Creditors has tapped Covington
& Burling LLP as counsel, Downey Brand LLP as local counsel, and
FTI Consulting as financial advisor.


ARCAPITA BANK: Still Trying to Secure Financing From Silver Point
-----------------------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports that
Arcapita Bank said it is slowly moving closer to securing
$150 million in bankruptcy financing from Silver Point Capital but
held off asking for court approval to pay Silver Point a fee that
would move that loan forward.

The U.S. Bankruptcy Court for the Southern District of New York
has adjourned the hearing to consider Arcapita Bank B.S.C.(c), et
al.'s motion for entry of an order authorizing the Debtors to
enter into the Silver Point DIP facility, to Oct. 23, 2012, at
2:00 p.m.  The hearing had been earlier scheduled on Oct. 19,
2012, at 11:00 a.m.

                        About Arcapita Bank

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

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

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

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

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

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

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

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


ARCAPITA BANK: Court Approves Settlement with Standard Chartered
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York to
has approved the settlement by and between Arcapita Bank
B.S.C.(c), et al., the Committee of Unsecured Creditors, the Joint
Provisional Liquidators of debtor Arcapita Investment Holdings
Limited and Standard Chartered Bank.

As reported in the TCR on Oct. 12, 2012, as a result of the
Settlement, the Debtors will be able to move forward with the
EuroLog IPO without litigating myriad potential disputes with SCB.
In addition, SCB has agreed that the Debtors can use the proceeds
of the EuroLog IPO for other purposes, thereby reducing the
Debtors' need to draw on any debtor-in-possession financing
facility.  The Settlement also secures SCB's agreement not to
object to any Approved DIP Financing.

A copy of the Oct. 19 Order and the Settlement Term Sheet is
available at http://bankrupt.com/misc/arcapita.doc587.pdf

                        About Arcapita Bank

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

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

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

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

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

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

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

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


BCE INC: Moody's Says Denial of Astral Acquisition Credit Pos.
--------------------------------------------------------------
Moody's Investors Service said that the Canadian Radio-television
and Telecommunications Commission's (CRTC) October 18, 2012 denial
of BCE Inc.'s (BCE) C$3.38 billion Astral Media Inc. (Astral;
unrated) acquisition is credit-positive for BCE since the company
will avoid re-regulation risks, an increase in leverage and an
increase in earnings volatility. While the up-to-C$150 million
break-up fee that BCE will pay Astral is credit-negative, BCE is,
on balance, better off. BCE has requested Canadian Government
review of the decision.

The principal methodology used in rating BCE Inc. and Bell Canada
was the Global Telecommunications Industry Methodology published
in December 2010.

As reported by the Troubled Company Reporter on March 3, 2009,
Fitch Ratings upgraded the Issuer Default Rating and
outstanding debt ratings of BCE Inc. and its subsidiary Bell
Canada:

BCE

  -- IDR to 'BBB+' from 'BB-';
  -- Senior unsecured debt to 'BBB+' from 'BB-'.

Bell Canada

  -- IDR to 'BBB+' from 'BB-';
  -- Senior unsecured debt to 'BBB+' from 'BB-';
  -- Subordinate debt to 'BBB' from 'B+'.

The Rating Outlook is Stable.

Bell Canada, headquartered in Montreal, Quebec, Canada, [wholly-
owned by BCE Inc. (a publicly traded holding company that is also
based in Montreal)], operates Canada's largest broadband services
company with a product offering that features both fixed line and
wireless voice and broadband services, satellite video, a nascent
Internet Protocol television product, and a television content
aggregation and production business. While Bell Canada operates
nationally, its incumbent fixed line operations are in
urban/suburban Ontario and Quebec.


BERRY PLASTICS: Redeems Outstanding 11% Senior Subordinated Notes
-----------------------------------------------------------------
Berry Plastics Corporation, a wholly owned subsidiary of Berry
Plastics Group, Inc., redeemed all of the Company's outstanding
11% Senior Subordinated Secured Notes due 2016.  Immediately
before the redemption, $454,563,354 aggregate principal amount of
the 11% Notes was outstanding.  The redemption price for the 11%
Notes was 100% of the aggregate principal amount redeemed plus (i)
a premium of approximately $13 million as provided for in the
indenture governing the 11% Notes and (ii) approximately $4
million in accrued and unpaid interest.  The Company used $440
million of net proceeds from the initial public offering of Berry
Parent and cash on hand to redeem the 11% Notes.  Upon the
redemption, the indenture and supplemental indentures governing
the 11% Notes were terminated.

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P. and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100% of the
capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at April 2, 2011, showed $5.54 billion
in total assets, $5.34 billion in total liabilities, and
$202 million in total stockholders' equity.

                           *     *     *

Berry Plastics has a 'B3' corporate family rating, with stable
outlook, from Moody's Investors Service.  Moody's said in April
2010 that Berry's B3 CFR reflects weakness in certain credit
metrics, financial aggressiveness and acquisitiveness and a
continued difficult operating and competitive environment
especially in the flexible plastics and tapes segments.  The
rating also reflects the Company's exposure to more cyclical end
markets, relatively weak contracts with customers and a high
percentage of commodity products.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BHI EXCHANGE: S&P Withdraws 'B' Corp. Credit Rating on Request
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit and all other ratings on Charlotte, N.C.-based BHI Exchange
Inc., which operates and franchises Bojangles' restaurants, at the
company's request.

"BHI refinanced with its existing debt with new loans, which we
have not been asked to rate," S&P said.


BOUNDARY BAY: EIF 1 Opposes Approval of Plan Disclosures
--------------------------------------------------------
Creditor Enhanced Income Fund 1, LLC, asks the U.S. Bankruptcy
Court for the Central District of California to deny approval of
the Second Amended Disclosure Statement explaining Boundary Bay
Capital, LLC's Plan of Reorganization dated Aug. 30, 2011,
because:

    1. Neither the Debtor nor the Plan disclose the treatment of
       the full amount of EIF's claim which is in excess of the
       principal of $4 million in the promissory note; and

    2. There is no disclosure as to how the Debtor will satisfy
       the Dunn Creditors in only 30 days after the Effective
       Date.

EIF is listed in the Debtor's Plan as having a Class 2 claim in
the amount of $2 million despite it holding a promissory note
dated Oct. 1, 2009, with a principal of $4 million.

As reported in the Troubled Company Reporter on Sept. 14, 2012, in
a status report submitted for the Sept. 12 hearing, the Debtor
said it is working diligently towards developing a consensual plan
of reorganization.   To achieve this result, the Debtor has spent
a significant amount of time negotiating settlements with key
creditors.  The Debtor has also spent time revising the plan to
address the concerns of the Official Committee of Unsecured
Creditors.  One and a half year since filing for bankruptcy and a
year after filing a proposed reorganization plan, Boundary Bay has
yet to receive approval of the bankruptcy exit plan.  It might
finally be able to do so as the remaining issues related to the
plan have been resolved.

The Debtor on Aug. 23, 2012 filed its Second Amended Plan and
Disclosure Statement.  A copy of the Disclosure Statement is
available for free at:

     http://bankrupt.com/misc/Boundary_Bay_DS_082312.pdf

On Sept. 5, the Debtor announced it has reached a stipulation
which will provide CB&T relief from the automatic stay to
foreclose on a piece of real property and which will fully resolve
any issues remaining as part of the objection to CB&T's claim.
The Debtor said that the property -- the Pacific Coast property in
Dana Point, California -- is not necessary for its effective
reorganization.  CB&T has agreed not to seek a deficiency claim
against the Debtor.

The Debtor's plan contemplates an orderly administration of the
assets in order to maximize return to creditors.  The Debtor said
that in the absence of the Plan, the assets would be liquidated at
substantially discounted prices.  The real property assets being
sold will be sold through a new entity, named NewCo, over
sufficient time periods to generate the highest potential
recoveries.  NewCo will obtain a secured loan in the amount of
$2.5 million, of which $991,000 would be distributed to the
Debtor.  Holders of general unsecured claims aggregating $45
million will have the option to receive equity in the reorganized
debtor or elect to have 7.5% of their claims paid 90 days after
the Effective Date under a buy-out option.  Holders of unsecured
claims each less than $2,000 will receive 10% of the value of
their claims on the Effective Date.

                        About Boundary Bay

Boundary Bay Capital, LLC, is a California limited liability
company with its headquarters in Irvine, California.  The Company
was in the business of making loans secured by liens on real
property and notes secured by other secured notes (which, in turn,
are secured by liens or real property).  The Company also owns
some real property through foreclosure.

Boundary Bay Capital filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 11-14298) on March 28, 2011.  Evan D.
Smiley, Esq., and Hutchison B. Meltzer, Esq., at Weiland, Golden,
Smiley, Wang Ekvall & Strok, LLP, in Costa Mesa, Calif., serve as
the Debtor's bankruptcy counsel.

Affiliate Cartwright Properties, LLC, filed a separate Chapter 11
petition (Bankr. C.D. Calif. Case No. 10-17823) on June 9, 2010.

In its schedules, the Debtor disclosed $15.88 million in assets
and $54.45 million in liabilities.


BWAY PARENT: Moody's Confirms 'B2' CFR; Outlook Negative
--------------------------------------------------------
Moody's Investors Service confirmed the B2 corporate family and
probability of default ratings of BWAY Parent Company Inc.,
revised the ratings outlook to negative and concluded the review
initiated on October 3, 2012. The review followed BWAY's
announcement on October 2 that it had entered into a definitive
agreement to be acquired by an affiliate of Platinum Equity in a
transaction valued at approximately $1.24 billion. The company
expects to finance the transaction with a $420-$480 million new
senior secured term loan facility, the $205 million of existing
seniro unsecured notes and up to $375 million of PIK toggle notes.
The Company also expects to enter into a $150 million asset-based
revolving credit facility (not rated by Moody's). The sponsor is
expected to contribute approximately $294 million of common equity
which is not expected to accrete, have a regular dividend or be
putable. The BOE Merger Corporation will be merged into and with
BWAY Parent Company, Inc. Moody's assigned ratings to the proposed
acquisition financing and confirmed ratings on the existing
instruments.

Moody's took the following rating actions:

Assignments:

  Issuer: BOE Merger Corporation

    Corporate Family Rating, Assigned B2

    Probability of Default Rating, Assigned B2

    Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5,
    87%)

  Issuer: BWAY Holding Company, Inc. (New)

    Senior Secured Bank Credit Facility, Assigned Ba3 (LGD2, 28%)

Confirmations:

Issuer: BWAY Parent Company, Inc.

    Probability of Default Rating, Confirmed at B2

    Corporate Family Rating, Confirmed at B2

    Speculative Grade Liquidity Rating, Confirmed at SGL-2

    Senior Unsecured Regular Bond/Debenture, Confirmed at Caa1
    (LGD6, 93%)

  Issuer: BWAY Holding Company, Inc.

    Senior Unsecured Regular Bond/Debenture, Confirmed at B3
    (LGD4, 63% from LGD5,76%)

    Senior Secured Bank Credit Facility, Confirmed at Ba3 (LGD2,
    29%)

  Issuer: ICL Industrial Containers ULC/ICL

    Senior Secured Bank Credit Facility, Confirmed at Ba3 (LGD2,
    29%)

The ratings outlook is negative.

The ratings are subject to the receipt and review of the final
documentation.

Ratings Rationale

The revision of the outlook to negative from stable reflects the
weak profroma credit metrics, factors causing the recent weakness
in unit volumes and impact of the sale of the bottle business. The
negative outlook also reflects the partial reliance on
productivity initiatives to achieve sufficient improvements in
operating results to overcome the accretion in the PIK notes and
improve credit metrics to a level consistent with the rating
category over the horizon. Pro-forma for the LBO leverage is over
6.0 times and EBIT interest coverage less than 1.0 time.

BWAY's B2 corporate family rating reflects credit risks resulting
from the high concentration of sales, cyclical nature of the
primary end market and acquisition strategy. The rating also
reflects the company's financial aggressiveness. The company
derives approximately half of its revenues from housing-related
products (including paint and other building products) and 13%
from one customer. Additionally, the top ten customers account for
approximately 33% of revenue. While most of the targets for the
company's acquisitiveness are smaller, the potential for a larger
debt-financed acquisition exists and integration risk remains. The
company has long-term contracts with customers that contain cost
pass-through provisions, but other costs are excluded and there is
the potential for significant lags.

The ratings are supported by the company's dominant share in its
markets, the limited number of alternate suppliers with scale and
breadth of product line, and barriers to entry in the industry.
BWAY also benefits from strong liquidity and long-standing
customer relationships. The ratings are also supported by
anticipated benefits from the integration of recent acquisitions
and ongoing cost-cutting. Accretive acquisitions with free cash
flow and an eventual stabilization of volumes are anticipated to
further support credit metrics long term.

The rating could be upgraded if BWAY sustainably improves credit
metrics and maintains strong liquidity within the context of a
stable operating and competitive environment. The company would
also need to adopt a less aggressive financial policies.
Specifically, the ratings could be upgraded, if debt to EBITDA
declines below 5.5 times, free cash flow to debt increase to above
5.5%, the EBITA margin remains above 8.2%, and EBITA to gross
interest improves to 1.6 times or better on a sustained basis.

The rating could be downgraded if the company fails to improve
credit statistics or there is a deterioration in liquidity or the
operating and competitive environment. Continued aggressive
financial policies could also pressure the rating. Specifically,
the rating could be downgraded if the company fails to improve
total debt to EBITDA to below 6.0 times, free cash flow to debt
(adjusted for PIK interest) remains below the mid-single digits,
the EBITA margin declines below 7.2%, and EBITA to gross interest
is below 1.3 times.

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


CAPABILITY RANCH: Hearing on Gordon Silver Hiring Nov. 13
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada will convene
a hearing on Nov. 13, 2012, at 10 a.m., to consider Capability
Ranch, LLC's request to employ the law firm of Gordon Silver as
bankruptcy counsel.

The Debtor, in its motion, stated that it is necessary to employ
attorneys under a general retainer to render professional
services.  GS will use reasonable efforts to coordinate with the
Debtor and Debtor's other retained professionals to avoid
unnecessary duplication of services.

Prior to the Petition Date, the Debtor paid GS $7,752 for legal
services rendered in connection with its restructuring.  GS is
also currently holding in retainer the sum of $44,747.

The compensation for the services provided by GS attorneys and
paraprofessionals is proposed at varying hourly rates ranging from
$135 to $190 for paraprofessionals, from $190 to $360 for
associates, and from $400 to $725 for shareholders of GS.

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

                      About Capability Ranch

Las Vegas-based Capability Ranch, LLC, fdba Monroe Property
Company, LLC, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case
No. 12-21121) on Sept. 21, 2012.  Bankruptcy Judge Bruce A.
Markell presides over the case.  Thomas H. Fell, Esq., at Gordon
Silver, serves as the Debtor's counsel.

Capability Ranch estimated assets and debts of $50 million to
$100 million.  The Debtor said it owns property on 40060 Paws Up
Road in Greenough, Montana.  The property is a 37,000-acre luxury
Montana ranch and Montana resort.  According to
http://www.pawsup.com The Resort at Paws Up has 28 luxury
vacation homes and 24 luxury camping tents.  The resort offers
horseback riding, fly fishing, and spa treatments.

No request has been made for the appointment of a trustee or
examiner, and no
official committees have been established.


CAESARS ENTERTAINMENT: Amends Q1 Results to Reflect Assets Sold
---------------------------------------------------------------
Caesars Entertainment Corporation revised its quarterly report for
the period ended March 31, 2012, to reflect the results of
Harrah's Maryland Heights, LLC, owner of the Harrah's St. Louis
casino, as discontinued operations and to reflect the assets and
liabilities included in the purchase agreement as held for sale.

The Company's revised statement of operations reflects a net loss
of $281.10 million on $2.20 billion of net revenues for the
quarter ended March 31, 2012, compared with a net loss of $281.10
million on $2.27 billion of net revenues as originally reported.

Caesars Entertainment previously entered into an Equity Purchae
Agreement to sell Harrah's St. Louis to Penn National Gaming,
Inc., for $610 million in cash.  The transaction is expected to
close in the fourth quarter of 2012.

The Company expects to use the net proceeds from the sale to fund
CEOC capital expenditures or to repurchase certain outstanding
debt obligations of CEOC.

Deutsche Bank Securities, Inc., served as financial advisor to
Caesars Entertainment on this transaction.

A copy of the revised consolidated statements is available at:

                        http://is.gd/juBUOu

                     About Caesars Entertainment

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

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

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

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

                           *     *     *

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

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

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


CARGO ACQUISITION: Moody's Withdraws 'Ba2' Senior Rating
--------------------------------------------------------
Moody's Investors Service withdrew all ratings (Ba2 (Senior) and
the Ba3 (Subordinate)) for Cargo Acquisition Companies Obligated
Group's rated debt. The rated senior and subordinate series 2002
and 2003 notes were either redeemed or defeased as a result of a
refinancing. Moody's holds no other rating of Cargo Acquisition
Companies Obligated Group.

Moody's has withdrawn the rating because the bonds have been
redeemed.


CENTRAL ILLINOIS ENERGY: Coop Can't Pursue Ridgestone Bank
----------------------------------------------------------
Chief Bankruptcy Judge Thomas L. Perkins granted a Motion for
Summary Judgment filed by Ridgestone Bank in a lawsuit filed
against it by the Chapter 7 trustee for the estate of Central
Illinois Energy Cooperative.

The trustee, A. Clay Cox, seeks to avoid as constructively
fraudulent a prepetition transfer to Ridgestone of $42,500 paid as
a loan fee in connection with its financing to Green Lion Bio-
Fuels LLC, which acquired the Debtor's assets, on the theory that
the funds were property of the Debtor transferred to Ridgestone to
pay a liability of Green Lion, for which the Debtor did not
receive reasonably equivalent value.  The cause of action is
pleaded, alternatively under section 548(a) of the Bankruptcy Code
and under sections 5 and 6 of the Uniform Fraudulent Transfer Act.
In its Answer, Ridgestone admits the basic facts of the
transaction, but avers that the $42,500 payment was made with
funds of Green Lion, not the Debtor, that the funds were not
property of the Debtor, and that the transfer did not diminish the
Debtor's estate.

Central Illinois Energy Cooperative, an Illinois agricultural
cooperative comprised of Central Illinois farmers, was formed in
2001, for the purpose of constructing, owning and operating a
grain handling facility and administration building. The Debtor
owned a controlling interest in Central Illinois Holding Company,
LLC, the holding company for Central Illinois Energy, LLC (CIE),
an entity formed in March, 2004, for the purpose of constructing,
owning and operating an ethanol production facility and waste-coal
fired power generating plant. The grain handling facility being
constructed by the Debtor was located adjacent to the ethanol
plant being constructed by CIE. The farmers who were members of
the Debtor, hoped to sell corn to CIE for processing into ethanol
and other byproducts.

The two construction projects, separately financed, were both in
serious financial trouble by June 2007. As a solution to its
problems, the Debtor sought the assistance of Green Lion.  On June
12, 2007, pursuant to a written Purchase Agreement, the Debtor
transferred substantially all of its assets, including the grain
handling facility in its not-yet-completed state, to Green Lion.
Ridgestone provided the financing to Green Lion to enable it to
close the purchase.

The entire project failed within six months thereafter.  CIE filed
a voluntary petition under chapter 11 on Dec. 13, 2007, converting
to chapter 7 on Aug. 4, 2008.

A Chapter 11 involuntary petition was filed against the
cooperative (Bankr. C.D. Ill. Case No. 09-81409) on May 1, 2009.
HWS Energy Partners, LLC, the petitioning creditor, was
represented by Douglas S. Slayton, Esq.  CIE Cooperative did not
file an answer and an order for relief was entered on June 18,
2009.  The case was converted to Chapter 7 on July 16, 2009, on
the motion of the U.S. Trustee.  Richard E. Barber was appointed
as Chapter 7 trustee.

Pursuant to the Purchase Agreement, the Debtor sold substantially
all of its assets to Green Lion.  2. The purchase and sale closed
June 13, 2007.  Under the Purchase Agreement, the gross purchase
price for the Debtor's assets was stated to be $7,750,000.  The
Debtor agreed to accept $3,739,499.88 in cash at closing, with the
remaining balance paid by Green Lion's assumption of certain
obligations and the subsequent exchange of either membership
interests or an unsecured promissory note.  The Purchase Agreement
provides that in addition to usual and customary adjustments at
closing, Green Lion will be entitled to a credit against cash due
at closing of $125,000 for a loan commitment fee, $50,000 for its
independent attorney fees and costs, and $100,000 as a loan
guaranty fee.

Ridgestone was not a party to the Purchase Agreement.  Ridgestone
and Green Lion entered into a Construction Term Loan Agreement
dated June 13, 2007, evidencing a loan of $4,250,000.  As part of
the loan agreement, the bank received a Loan Origination Fee of
$42,500.  The Debtor was not a party to the loan agreement.

According to Judge Perkins, the Debtor clearly agreed to grant
Green Lion a $275,000 reduction in the cash amount needed to
close.  In effect, this "adjustment" modified and reduced the
stated cash to be paid to or for the benefit of the Debtor from
$3,739,499.88 to $3,464,499.88. This lesser amount was the total
cash consideration that the Debtor was entitled to receive as a
matter of the plain meaning of the Purchase Agreement. The Debtor
had no contractual right to all or any portion of the $275,000
amount for which Green Lion received a credit. Those funds
remained the property of Green Lion. Thus, Ridgestone was paid
from funds owned by Green Lion, not by the Debtor.

The lawsuit is, A. CLAY COX, not individually but as Trustee for
the estate of Central Illinois Energy Cooperative, Plaintiff, v.
RIDGESTONE BANK, a Wisconsin banking corporation, Defendant,
Adv. Proc. No. 11-8034 (Bankr. C.D. Ill.).  A copy of the Court's
Oct. 18, 2012 Opinion is available at http://is.gd/0QGaN8from
Leagle.com.


CHINA PRECISION: Gets Another Non-Compliance Notice from NASDAQ
---------------------------------------------------------------
Che Kin Lui resigned as a member of the Board of Directors of
China Precision Steel Inc. and as a member of the Board's Audit,
Compensation and Nominating and Corporate Governance Committees,
effective Aug. 8, 2012.  Currently, the Company's Board of
Directors consists of two independent directors and two non-
independent directors and the Audit Committee is comprised of two
members.

The Company received on Oct. 18, 2012, a deficiency letter from
the Listing Qualifications Staff at The NASDAQ Stock Market
stating that the Company no longer complies with the independent
director and audit committee composition rules set forth in NASDAQ
Listing Rule 5605, requiring an Audit Committee to consist of at
least three independent members of the board of directors.
Consistent with NASDAQ Listing Rules 5605(b)(1)(A) and 5605(c)(4),
NASDAQ has provided the Company with a cure period in order to
regain compliance with the audit committee requirements.  The
Company has been given the earlier of the Company's next annual
shareholders' meeting or Aug. 8, 2013, to regain compliance,
except that, if the Company's next annual shareholders' meeting is
held before Feb. 4, 2013, then the Company must evidence
compliance by no later than Feb. 4, 2013.

The Company is in the process of vetting suitable candidates for
appointment to the Company's Board of Directors and Audit
Committee within the cure period who meet the NASDAQ independence
requirements.

As previously reported by the TCR on March 21, 2012, China
Precision received a letter from NASDAQ, notifying the Company
that for 30 consecutive business days the bid price of its common
stock had closed below $1.00 per share, the minimum closing bid
price required by the continued listing requirements.

                       About China Precision

China Precision Steel Inc. is a niche precision steel processing
company principally engaged in the production and sale of high
precision cold-rolled steel products and provides value added
services such as heat treatment and cutting medium and high carbon
hot-rolled steel strips.  China Precision Steel's high precision,
ultra-thin, high strength (7.5 mm to 0.05 mm) cold-rolled steel
products are mainly used in the production of automotive
components, food packaging materials, saw blades and textile
needles.  The Company primarily sells to manufacturers in the
People's Republic of China as well as overseas markets such as
Nigeria, Thailand, Indonesia and the Philippines. China Precision
Steel was incorporated in 2002 and is headquartered in Sheung Wan,
Hong Kong.

China Precision reported a net loss of $16.94 million for the year
ended June 30, 2012, compared with net income of $256,950 during
the prior fiscal year.

The Company's balance sheet at June 30, 2012, showed $185.54
million in total assets, $66.67 million in total liabilities, all
current, and $118.87 million in total stockholders' equity.

Moore Stephens, in Hong Kong, issued a "going concern"
qualification on the consolidated financial statement for the year
ended June 30, 2012.  The independent auditors noted that the
Company has suffered a very significant loss in the year ended
June 30, 2012, and defaulted on interest and principal repayments
of bank borrowings that raise substantial doubt about its ability
to continue as a going concern.


CLEAR CHANNEL: Bank Debt Trades at 14% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 85.86 cents-on-the-dollar during the week ended Friday, Oct.
19, an increase of 3.41 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 365 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 30, 2016, and carries Moody's Caa1 rating and
Standard & Poor's CCC+ rating.  The loan is one of the biggest
gainers and losers among 198 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                        About Clear Channel

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

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

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

                        Bankruptcy Warning

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

                           *     *     *

As reported in the TCR on Oct. 17, 2012, Fitch Ratings has
affirmed the 'CCC' Issuer Default Rating (IDR) of Clear Channel
Communications, Inc.  The Rating Outlook is Stable.

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

The TCR also reported on Oct. 17 that Standard & Poor's Ratings
Services assigned Clear Channel's proposed $2 billion priority
guarantee notes due 2019 an issue-level rating of 'CCC+' (the same
level as the 'CCC+' corporate credit rating on the parent company)
and a recovery rating of '4', indicating its expectation for
average (30% to 50%) recovery in the event of a payment default.

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

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


CLEARWIRE CORP: Intel Corporation Owns 12.4% of Class A Shares
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Intel Corporation disclosed that, as of
Oct. 17, 2012, it beneficially owns 94,076,878 shares of Class A
common stock of Clearwire Corporation representing 12.4% of the
shares outstanding.  Intel previously reported beneficial
ownership of 12.6% of Class A shares a of Oct. 3, 2012.

Eagle River Holdings, LLC, on Oct. 17, 2012, delivered a notice to
Intel and the other Equityholders pursuant to Section 3.3 of the
Equityholders' Agreement regarding Eagle River's intent to
transfer (i) 30,922,958 shares of Class A Common Stock and (ii)
2,728,512 shares of Class B Common Stock and a corresponding
number of Clearwire Communications Class B Common Interests.

Equityholders, including Intel, will have 30 days from receipt of
the ERH ROFO Notice to notify Eagle River of their election to
purchase all or any portion of the Interests in accordance with
the terms and conditions of the ERH ROFO Notice and the
Equityholders' Agreement.

On Oct. 17, 2012, Sprint HoldCo delivered a response letter to the
ERH ROFO Notice notifying ERH that Sprint HoldCo elects to
purchase 100% of the Interests at the purchase price set forth in
the ERH ROFO Notice.

A copy of the filing is available at http://is.gd/BA8vIG

                   About Clearwire Corporation

Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR)
-- http://www.clearwire.com/-- through its operating
subsidiaries, is a provider of 4G mobile broadband network
services in 68 markets, including New York City, Los Angeles,
Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C.,
Atlanta and Boston.

The Company reported a net loss attributable to the Company of
$717.33 million in 2011, a net loss attributable to the Company of
$487.43 million in 2010, and a net loss attributable to the
Company of $325.58 million in 2009.

The Company's balance sheet at June 30, 2012, showed $8.43 billion
in total assets, $5.65 billion in total liabilities, and
$2.78 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured first-
lien issue-level ratings on Bellevue, Wash.-based wireless
provider Clearwire Corp. to 'CCC' from 'CCC+'.

The ratings on Clearwire continue to reflect its "highly
leveraged" financial risk profile based on its high debt burden
and "weak" liquidity (both terms as defined in S&P's criteria).
"The ratings also reflect our view that Clearwire has a vulnerable
business position as a developmental-stage company with
significant competition from better capitalized wireless carriers,
including AT&T Mobility and Verizon Wireless, which are deploying
their own 4G wireless services," S&P said in January 2012.

"We believe that the company would likely run out of cash in the
late 2012 to early 2013 time frame absent significant asset sales,
since we view the terms in the December 2011 wholesale agreement
with Sprint Nextel as unfavorable in the near term and will likely
constrain cash inflows in 2012 to 2013.  We have not assumed
spectrum sales in our liquidity assessment because of the
uncertainty involved in finding a buyer, as well as timing.
However, if the company could secure sufficient funding for
operations through 2013, we could raise the ratings," S&P also
stated.


COMMERCETEL CORP: Extends Due Date of $4.2MM Notes to April 15
--------------------------------------------------------------
Commencing on Oct. 12, 2012, and continuing thereafter, Mobivity
Holdings Corp., formerly CommerceTel Corporation, has entered into
amendments to its 10% Senior Secured Convertible Bridge Notes due
Oct. 15, 2012, in the principal amount of $4,347,419 with the
holders of those Notes.  Under the terms of the amendments, the
holders of Notes in the aggregate principal amount of $4,209,720
have agreed to extend the maturity date of the Notes to April 15,
2013.

In consideration of the Note holders' agreement to extend the
maturity date, the amendment provides that the holder will have
the option to convert the principal and interest under the Note
into the securities offered by the Company in a qualifying equity
financing at the lower of (a) the same price paid for those
securities by other investors investing in the financing or (b)
$.50 per share.

Prior to the amendment, the conversion option under the Note
entitled the Holder to convert the principal and interest under
the Note into the securities offered by the Company in a
qualifying equity financing at the same price paid for those
securities by other investors investing in the financing.

The Company is pursuing the execution of similar amendments by the
holders of the remaining Notes in the aggregate principal amount
of $137,699.

A copy of the Form of Amendment is available for free at:

                         http://is.gd/CXtxE8

                    About CommerceTel Corporation

CommerceTel Corporation, headquartered in Chandler, Ariz., is a
provider of technology that enables major brands and enterprises
to engage consumers via their mobile phone.

The Company's balance sheet at March 31, 2012, showed
$4.57 million in total assets, $9.19 million in total liabilities,
and a stockholders' deficit of $4.62 million.

M&K CPAs, PLLC, in Houston, Texas, expressed substantial doubt
about CommerceTel Corporation'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 recurring operating losses and negative cash flows
from operations and is dependent on additional financing to fund
operations.


DAFFY'S INC: Donlin Recano Approved as Administrative Agent
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Daffy's, Inc., to employ Donlin, Recano & Company,
Inc., as administrative agent.

DRC is expected to, among other things:

   a. gather data in conjunction with the preparation, and assist
      with the preparation, of the Debtor's amended schedules of
      assets and liabilities and statements of financial affairs;

   b. provide a confidential data room, if requested;

   c. manage and coordinate any distributions pursuant to a
      confirmed plan or otherwise; and

   d. provide other administrative services, as may be requested
      from time to time by the Debtor, the Court or the Clerk.

The Debtor early in the case won permission to hire Donlin as
claims and noticing agent.

An official creditors' committee has not been appointed in the
case.  In August, the Court waived the requirement that the Debtor
file a list of creditors and the requirement that a meeting of
creditors be held.

The Court set Sept. 13, 2012, as the deadline for filing proofs of
prepetition and 11 U.S.C. Section 503(b)(9) claims.  Oct. 30 is
the deadline for filing administrative expense claims.  Government
entities have until Jan. 28 next year to file proofs of claim.

                        About Daffy's Inc.

Secaucus, New Jersey-based Daffy's Inc., a 19-store chain, off-
price retailer of designer fashions for women, men, children, and
the home, located in the New York metropolitan area and
Philadelphia, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-13312) on Aug. 1, 2012, with a plan to shutter the
business and pay off creditors in full.  A copy of the Plan is
available at:

     http://bankrupt.com/misc/Daffys_Chapter_11_Plan.pdf

The Debtor has an Asset Purchase, Assignment and Support
Agreement, dated as July 18, 2012, with Marcia Wilson, The Wilson
2003 Family Trust, and Jericho Acquisitions I LLC, pursuant to
which the Debtor's leasehold interests will be sold to Jericho
Acquisitions I LLC through the Plan.

The Debtor has hired Gordon Brothers Retail Partners, LLC and
Hilco Merchant Resources LLC to liquidate the Debtor's inventory.

The Debtor estimates that the proceeds received from the
liquidation of its inventory and the sale of its leasehold
interests will exceed at least $60 million to satisfy
approximately $37 million in claims.  Cost of administering the
chapter 11 case will not exceed approximately $5 million (after
certain expenses are reimbursed pursuant to the Purchase
Agreement).  Accordingly, the Debtor believes that the disposition
of the Debtor's principal assets will generate more than
sufficient cash to pay all holders of Allowed Claims (as such term
is defined in the Plan) in full, with interest, thus rendering all
classes under the Plan unimpaired.

The Debtor has filed its schedules, disclosing $51,106,469 in
total assets and $36,646,856 in total liabilities.

Bankruptcy Judge Martin Glenn presides over the case.  The Debtor
is represented by Andrea Bernstein, Esq., and Debra A. Dandeneau,
Esq., at Weil, Gotshal & Manges LLP as counsel.  Donlin, Recano &
Company, Inc., serves as claims and notice agent.

The Debtor's case is being funded by a $10 million postpetition
financing with Vim-3, L.L.C., Vimwilco, L.P., and Marcia Wilson,
as successor to Vim Associates, as guarantors; and Wells Fargo,
National Association, as DIP lender.  The DIP loan consists of
$2.5 million in new money loans available on a revolving basis;
and the roll up of $6.2 million of existing prepetition debt.

Counsel for the DIP Lender are Donald E. Rothman, Esq., and
Nathan C. Pagett, Esq., at Riemer & Braunstein LLP.

Gordon Brothers and Hilco Merchant Resources are represented by
Curtis, Mallet-Prevost, Colt & Mosle LLP

Jericho Acquisition is represented by Brad Eric Scheler, Esq., at
Fried, Frank, Harris, Shriver & Jacobson LLP.

Marcia Wilson is represented by Dana B. Cobb, Esq., at Beattie
Padovano, LLC.


DAFFY'S INC: Plan Confirmation Hearing Adjourned to Dec. 17
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has adjourned the hearing scheduled for Oct. 16, 2012, to Dec. 17,
at 2 p.m., to consider the confirmation of Daffy's, Inc.'s
modified Chapter 11 Plan.

As reported in the Troubled Company Reporter on Aug. 3, 2012,
Daffy's Inc., will shut the business and has a bankruptcy plan
that would pay off creditors in full.

Daffy's, which has 1,162 employees, filed simultaneously with its
Aug. 1 bankruptcy petition a Chapter 11 plan that would pay all
holders of allowed claims in full, with interest.  The Debtor has
not filed a disclosure statement as it is no longer soliciting
votes on the Plan.  All classes of creditors and equity holders
are unimpaired and are thus deemed to accept the Plan, a copy of
which is available at:

     http://bankrupt.com/misc/Daffys_Chapter_11_Plan.pdf

                        About Daffy's Inc.

Secaucus, New Jersey-based Daffy's Inc., a 19-store chain, off-
price retailer of designer fashions for women, men, children, and
the home, located in the New York metropolitan area and
Philadelphia, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-13312) on Aug. 1, 2012, with a plan to shutter the
business and pay off creditors in full.  A copy of the Plan is
available at:

     http://bankrupt.com/misc/Daffys_Chapter_11_Plan.pdf

The Debtor has an Asset Purchase, Assignment and Support
Agreement, dated as July 18, 2012, with Marcia Wilson, The Wilson
2003 Family Trust, and Jericho Acquisitions I LLC, pursuant to
which the Debtor's leasehold interests will be sold to Jericho
Acquisitions I LLC through the Plan.

The Debtor has hired Gordon Brothers Retail Partners, LLC and
Hilco Merchant Resources LLC to liquidate the Debtor's inventory.

The Debtor estimates that the proceeds received from the
liquidation of its inventory and the sale of its leasehold
interests will exceed at least $60 million to satisfy
approximately $37 million in claims.  Cost of administering the
chapter 11 case will not exceed approximately $5 million (after
certain expenses are reimbursed pursuant to the Purchase
Agreement).  Accordingly, the Debtor believes that the disposition
of the Debtor's principal assets will generate more than
sufficient cash to pay all holders of Allowed Claims (as such term
is defined in the Plan) in full, with interest, thus rendering all
classes under the Plan unimpaired.

The Debtor has filed its schedules, disclosing $51,106,469 in
total assets and $36,646,856 in total liabilities.

Bankruptcy Judge Martin Glenn presides over the case.  The Debtor
is represented by Andrea Bernstein, Esq., and Debra A. Dandeneau,
Esq., at Weil, Gotshal & Manges LLP as counsel.  Donlin, Recano &
Company, Inc., serves as claims and notice agent.

The Debtor's case is being funded by a $10 million postpetition
financing with Vim-3, L.L.C., Vimwilco, L.P., and Marcia Wilson,
as successor to Vim Associates, as guarantors; and Wells Fargo,
National Association, as DIP lender.  The DIP loan consists of
$2.5 million in new money loans available on a revolving basis;
and the roll up of $6.2 million of existing prepetition debt.

Counsel for the DIP Lender are Donald E. Rothman, Esq., and
Nathan C. Pagett, Esq., at Riemer & Braunstein LLP.

Gordon Brothers and Hilco Merchant Resources are represented by
Curtis, Mallet-Prevost, Colt & Mosle LLP

Jericho Acquisition is represented by Brad Eric Scheler, Esq., at
Fried, Frank, Harris, Shriver & Jacobson LLP.

Marcia Wilson is represented by Dana B. Cobb, Esq., at Beattie
Padovano, LLC.


DELTA 2: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service said that it had downgraded the bank
loan ratings of Delta 2 (Lux) S.a.r.l. (Delta 2) to B1 (from Ba3).
At the same time, Moody's assigned a B2 Corporate Family Rating
and a B2 Probability of Default Rating to Delta Loan Note Nominee
Limited (to be renamed Delta Debtco Limited), and withdrew the Ba3
CFR and B1 PDR ratings of Alpha Topco Limited (Alpha Topco). The
outlook for all ratings is stable.

Delta Loan Note Nominee Limited will wholly own Alpha Topco, which
in turn is the holding company of a group of companies that hold
the rights to commercially exploit the FIA Formula One (F1) World
Championship. FIA is the governing body for world motor sport.
Delta Loan Note Nominee Limited is raising US$1 billion through
the issuance of new private high yield debt (not rated by
Moody's). While the new high yield debt is structurally
subordinated to the rated bank debt at Delta 2, it is guaranteed
on a subordinated basis by the same guarantors that guarantee the
bank debt and its cash interest payments will be serviced (subject
to the bank loan's senior facility agreement and an intercreditor
agreement) from cash flows generated by Formula One. Moody's has
therefore moved its CFR to the Delta Loan Note Nominee Limited
entity, and the new high yield debt is included in Moody's Loss
Given Default (LGD) determination.

Ratings Rationale

The B2 CFR of Delta Loan Note Nominee Limited is two notches below
the Ba3 CFR that Moody's previously assigned to Alpha Topco. The
differential reflects Delta Loan Note Nominee Limited's materially
increased leverage as a result of the new high yield debt
issuance, the proceeds of which will be used to fund a
distribution to Formula One's shareholders and a more aggressive
financial strategy implemented by the shareholders in the wake of
the postponement of an IPO for Formula One, initially planned for
mid-2012. The downgrade of Formula One's bank debt to B1 (from
Ba3) is based on the group's lower CFR, but also considers that
the bank debt ranks ahead of the new high yield notes in Moody's
LGD assessment.

The planned distribution follows a decision earlier this year to
distribute US$1.1 billion to shareholders, which has largely been
executed. It will bring the total distributions announced in 2012
to US$2.2 billion. Pro forma for the second distribution, Moody's
expects a Debt/EBITDA ratio (as defined by Moody's) for 2012 in
excess of 6x, increasing further in 2013, before reducing
gradually from 2014 onwards. The B2 CFR for Delta Loan Note
Nominee Limited also considers the company's: (i) asset-light
business model that relies heavily on the continuation of current
contractual relationships; (ii) dependence on a relatively small
number of revenue generating events; (iii) the need to innovate
and adapt the franchise to keep and enhance its appeal to its fan
base; (iv) exposure to key person risk regarding the pivotal role
that Bernie Ecclestone - the group's CEO - has played in building
and maintaining the F1 franchise; and (v) complex corporate
structure.

More positively, the B2 CFR recognizes the strength of F1's
position as one of the world's best-known sport franchises and
leading motorsport event with a well-established tradition and
large global fan base. The rating also acknowledges: (i) Formula
One's consistent operational track record and solid financial
performance over the last few years; (ii) a good level of revenue
visibility from multi-year contracts with key commercial partners,
including promoters and broadcasters; and (iii) the cash
generative nature of the business with limited ongoing capital
expenditure needs.

Given that Alpha Topco has not provided consolidated accounts and
Delta Loan Note Nominee Limited will not do so in the future,
Moody's relies in its analysis on the consolidated accounts of
Delta Topco Limited (Delta Topco), currently the ultimate holding
company for the Formula One business. Moody's adjusts Delta
Topco's consolidated accounts for its stand-alone activities,
which are essentially limited to its function as holding company
for Alpha Topco and, in future, for Delta Loan Note Nominee
Limited. Moody's has further assumed that Delta Topco's claim on
Delta Loan Note Nominee Limited and its subsidiaries will remain
limited to its ownership of Delta Loan Note Nominee Limited's
common equity and that any additional future distributions to
Delta Topco will be de minimis in the near term.

Moody's has further assumed that bilateral agreements with most of
the racing teams (including all of the top teams) will be
translated into a new Concorde agreement in short order. The
current Concorde agreement, which governs the relationship between
the holder of the commercial rights to exploit F1 and the racing
teams, will expire at the end of 2012. Finally, Moody's notes that
the group's CEO recently appeared in a personal capacity as a
witness in a court case surrounding alleged bribery at the time
when the CVC funds acquired the company. Following the conclusion
of the case, there is now some press speculation that German
prosecutors might bring action against Mr Ecclestone himself.
Here, Moody's takes comfort from the fact that Delta Topco's board
commissioned an internal investigation in 2011, which was
conducted by external auditors (Ernst & Young) and legal advisors
(Freshfields), and which concluded that neither Formula One, nor
CVC, had any involvement in the alleged payment that was the focal
point of the court case.

Following the company's aggressive distribution steps in 2012, the
ratings are initially weakly positioned at the B2 level. Ratings
could come under negative pressure, if: (i) leverage measured by
Debt/EBITDA (as adjusted by Moody's) exceeds 7x; (ii) the company
generates negative free cash flow; (iii) the Concorde Agreement is
not renewed as currently envisaged; (iv) Moody's assumptions
listed above prove to be incorrect; or (v) if there are signs that
the company loses operating momentum on a sustained basis e.g.
losses of major broadcasting contracts or material disruptions to
the race schedule.

Moody's does not foresee any upward rating pressure in the near to
medium term. Over time, ratings could come under upward pressure,
if leverage falls visibly and sustainably so that a Debt/EBITDA
ratio below 6x can be achieved, together with ongoing free cash
flow generation and steady operational performance (revenue
growth, margin maintenance).

Moody's views Delta Loan Note Nominee Limited liquidity as
sufficient for its needs. The free cash flow generative nature of
the business (as measured by Moody's -- after capex and dividends)
together with an undrawn US$ 70 million revolving credit facility
should cover the limited ongoing debt repayment requirements.
Moody's notes that the revolver is subject to a set of typical
financial maintenance covenants as customary for the rating level
under which the agency would expect Formula One to maintain
comfortable headroom.

Delta Loan Note Nominee Limited, a Jersey company, will become the
holding company for the group of companies that exploit the
commercial rights to the FIA F1 Championship. The company is
indirectly owned by a group of private investors with voting
control held by funds advised by CVC Capital Partners Limited.

Delta Loan Note Nominee Limited , Alpha Topco Limited and Delta 2
(Lux) S.a.r.l.'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 Delta Loan Note Nominee
Limited, Alpha Topco Limited and Delta 2 (Lux) S.a.r.l.'s core
industry and believes Delta Loan Note Nominee Limited , Alpha
Topco Limited and Delta 2 (Lux) S.a.r.l.'s ratings are comparable
to those of other issuers with similar credit risk. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


DEVI LLC: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Devi, LLC
        143 Colonial Drive
        Oxford, AL 36203

Bankruptcy Case No.: 12-41973

Chapter 11 Petition Date: October 16, 2012

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Anniston)

Debtor's Counsel: Harry P. Long, Esq.
                  THE LAW OFFICE OF HARRY P. LONG, LLC
                  P.O. Box 1468
                  Anniston, AL 36202
                  Tel: (256) 237-3266
                  E-mail: hlonglegal@aol.com

Scheduled Assets: $8,407,000

Scheduled Liabilities: $11,392,530

The petition was signed by Manju Purohit, member.

Debtor's list of its six largest unsecured creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Southern States Bank               Mortgage             $1,500,000
P.O. Box 2165
Anniston, AL 36202

BB&T                               Mortgage             $1,500,000
1111 Quintard Avenue
Anniston, AL 36201

BB&T                               Mortgage             $1,200,000
34990 Emerald Coast Parkway, Suite 200
Destin, FL 32541

Lodgenet                           --                       $6,671

Wasserstrom                        --                         $676

Muzak                              --                         $182


DEWEY & LEBOEUF: Stay Lifted to Allow XL to Pay Defense Expenses
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved the motion of XL Specialty Insurance Company to lift
the automatic stay to the extent necessary to permit it to advance
certain "defense expenses" pursuant to the Law Firm Management
Liability and Company Reimbursement Policy No. ELU123088-11 it
issued to Dewey & LeBoeuf LLP for the period from Oct. 21, 2011,
to Oct. 2, 2012.

The Policy has a $25 million aggregate limit of liability,
inclusive of Defense Expenses.  The Policy defines Defense
Expenses to include reasonable legal fees and expenses incurred in
the defense of a Claim first made during the Policy Period.

Pursuant to the Stipulation and Order, the automatic stay imposed
by 11 U.S.C. Section 362(a) of the Bankruptcy Code will be
modified to the extent necessary to allow XL Specialty to advance
Policy proceeds to Insured Persons or their counsel for Defense
Expenses in connection with Claims now pending against them, as
well as any additional Claims that may arise in the future,
subject to XL Specialty's determination that such matters are
covered or are potentially covered under the Policy and subject to
a full reservation of XL Specialty's and the Debtor's rights under
the Policy and applicable law.

All advancements made pursuant to the Policy will be subject to a
"soft cap" of $6.75 million, subject to further adjustment either
by agreement or by further order of this Court.  Consistent with
but subject to the terms and conditions of the Policy, such
advancements will reduce the Policy.

                       About Dewey & LeBoeuf

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

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

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

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

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

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

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

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


DEX MEDIA WEST: Bank Debt Trades at 34% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 65.68 cents-on-
the-dollar during the week ended Friday, Oct. 19, an increase of
0.46 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 450 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
24, 2014, and carries Moody's Caa3 rating and Standard & Poor's D
rating.  The loan is one of the biggest gainers and losers among
198 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                  About R.H. Donnelley & Dex Media

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

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

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media, Inc., filed for
Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-
11852) on May 28, 2009, after missing a $55 million interest
payment on its senior unsecured notes.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
represented the Debtors in their restructuring efforts.  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, in Wilmington, Delaware, served as the
Debtors' local counsel.  The Debtors' financial advisor was
Deloitte Financial Advisory Services LLP while its investment
banker was Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
served as claims and noticing agent.  The Official Committee of
Unsecured Creditors tapped Ropes & Gray LLP as its counsel, Cozen
O'Connor as Delaware bankruptcy co-counsel, J.H. Cohn LLP as its
financial advisor and forensic accountant, and The Blackstone
Group, LP, as its financial and restructuring advisor.  The
Debtors emerged from Chapter 11 bankruptcy proceedings at the end
of January 2010.

                           *     *     *

In early April 2012, Standard & Poor's Ratings Services raised its
corporate credit rating on Cary, N.C.-based Dex One Corp. and
related entities to 'CCC' from 'SD' (selective default). The
rating outlook is
negative.

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

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

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


DIGITAL DOMAIN: Rosen Reminds of Nov. 19 Lead Plaintiff Deadline
----------------------------------------------------------------
The Rosen Law Firm reminds investors of the Nov. 19, 2012 lead
plaintiff deadline in the class action lawsuit filed by the firm
on behalf of investors who purchased the common stock of Digital
Domain Media Group, Inc. in the Company's initial public offering
on Nov. 18, 2011.  The class action also includes those investors
who bought DDMG stock anytime from Nov. 18, 2011 through Sept. 6,
2012.

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

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

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

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

                        About Digital Domain

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.


DIGITAL DOMAIN: CFO J. Nichols and Director J. Lunsford Resign
--------------------------------------------------------------
John M. Nichols resigned his position as Chief Financial Officer
of Digital Domain Media Group, Inc., effective as of Oct. 12,
2012.  On the same date, Jeffrey W. Lunsford resigned his position
as a member of the Board of Directors of the Company, effective
immediately.

                        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.


EINSTEIN NOAH: Moody's Assigns 'B3' CFR; Rates Bank Facility 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Einstein Noah
Restaurant Group Inc.'s proposed $25 million senior secured
revolving credit facility and $240 million senior secured term
loan. In addition, Moody's assigned Einstein a B3 Corporate Family
Rating (CFR), Caa1 Probability of Default Rating (PDR), and SGL-2
Speculative Grade Liquidity rating. The rating outlook is stable.

Ratings Rationale

Proceeds from the proposed financing will be used to fund a
special dividend to shareholders not to exceed $160 million and
refinance outstanding debt.

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

Ratings assigned are:

  Corporate Family Rating at B3

  Probability of Default Rating at Caa1

  $25 million guaranteed senior secured revolver due 2017 at B2
  (LGD 3, 30%)

  $240 million guaranteed senior secured term loan B due 2018 at
  B2 (LGD 3, 30%)

  Speculative Grade Liquidity Rating at SGL-2

The rating outlook is stable.

The B3 Corporate Family Rating reflects Einstein's high leverage
and modest coverage, and Moody's concern that soft consumer
spending and highly competitive environment will continue to
pressure persistently weak customer traffic trends, earnings and
debt protection metrics. The ratings also consider the company's
financial policy which Moody's considers fairly aggressive given
the proposal to raise debt by approximately $170 million in part
to fund a distribution to shareholders. The ratings are supported
by the company's material level of brand awareness, reasonable
scale, and good liquidity.

The B2 rating on the senior secured revolver and term loan
reflects the facilities' first lien priority position relative to
non-debt liabilities, predominantly expected lease rejection
claims in a default scenario.

The SGL-2 speculative grade liquidity rating reflects Moody's
expectation that the company will maintain good liquidity over the
next year.

The stable outlook reflects Moody's view that the company's
increased focus on menu innovation and providing greater value to
the consumer should help to decelerate negative traffic trends
over time. These initiatives along with various cost saving plans
should also help to improve leverage at the restaurant level and
result in improved earnings and debt protection metrics.

Factors that could result in an upgrade include a sustained
improvement in earnings driven by positive operating trends,
particularly a stabilization of traffic, and lower costs.
Specifically, an upgrade would require debt to EBITDA approaching
5.25 times and EBITA coverage of interest above 1.75 times on a
sustained basis. A higher rating would also require maintaining
good liquidity.

There could be downward ratings pressure in the event the company
is not able to stabilize negative traffic trends or a
deterioration in operating performance results in an inability to
improve credit metrics over the intermediate term. Specifically, a
downgrade could occur if debt to EBITDA approached 6.5 times or
EBITA to interest migrated towards 1.1 times on a sustained basis.
A deterioration in liquidity for any reason could also result in
negative ratings pressure.

The principal methodology used in rating Einstein Noah Restaurant
Group Inc. was the Global Restaurant Industry Methodology
published in June 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Einstein Noah Restaurants Group, Inc. owns, operates, franchises
and licenses bagel bakery cafes in the United States under the
brands Einstein Bros. Bagels, Noah's New York Bagels, and
Manhattan Bagel Company. Annual revenues are approximately $424
million.


EMISPHERE TECHNOLOGIES: Obtains $1.4-Mil. Bridge Loan from MHR
--------------------------------------------------------------
Emisphere Technologies, Inc., issued on Oct. 17, 2012, a
promissory note to MHR Institutional Partners IIA LP, MHR
Institutional Partners II LP, MHR Capital Partners Master Account
LP, and MHR Capital Partners (100) LP in the principal amount of
$1,400,000 to be advanced by the Bridge Lender to the Company
pursuant to the terms thereof.  The Note provides for an interest
rate of 13% per annum.

Pursuant to the terms of the Note, the entire principal amount
advanced by the Bridge Lender pursuant to the Note, plus all
accrued interest thereon, is payable on demand, provided that no
demand may be made prior to Jan. 17, 2013, and provided further
that if the Bridge Lender in its reasonable discretion determines
that the Company has made sufficient progress towards the
consummation of a qualified equity financing by Jan. 17, 2013,
then no demand may be made prior to Feb. 17, 2013.  The Note
provides that the Maturity Date will be accelerated to the closing
date of an Equity Financing.  The obligations under the Note are
secured in accordance with the terms of the Amendment to the
Security Agreement.

A copy of the Note is available for free at http://is.gd/s31wql

Also on Oct. 17, 2012, in connection with the Note, Emisphere and
MHR entered into that certain Amendment to Pledge and Security
Agreement.  The Amendment amends that certain Pledge and Security
Agreement, dated as of Sept. 26, 2005, to, among other things,
include the Bridge Loan as an obligation secured by the terms of
the Security Agreement and to include the Bridge Lender as a
beneficiary of the terms of the Security Agreement.  Pursuant to
the terms of that certain Master Agreement and Amendment, dated
June 4, 2010, by and between Emisphere and Novartis Pharma AG, the
Amendment expressly excludes certain intellectual property
licensed to Novartis from the collateral securing the Bridge Loan.
In accordance with the terms of that certain 11.00% Senior Secured
Convertible Note issued by Emisphere to MHR, MHR also provided a
written consent to allow for the issuance of the Note and related
obligations provided under the Amendment.  A copy of the Amendment
is available for free at http://is.gd/tzeIaN

The Company entered into an Employment Agreement with Carl V.
Sailer, pursuant to which the Company appointed Mr. Sailer as its
Vice President of Marketing and Sales effective Oct. 15, 2012.
The initial term of the Employment Agreement is three years, and
the agreement will automatically renew for additional one-year
terms unless either party provides notice of non-renewal to the
other party at least six months prior to the end of the initial
term or any renewal terms.

The Employment Agreement provides for an annual base salary of
$255,000, with eligibility to receive an annual bonus of up to
$114,750.

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

                        http://is.gd/7qLEZo

                          About Emisphere

Cedar Knolls, N.J.-based Emisphere Technologies, Inc., is a
biopharmaceutical company that focuses on a unique and improved
delivery of therapeutic molecules or nutritional supplements using
its Eligen(R) Technology.  These molecules are currently available
or are under development.

The Company's balance sheet at June 30, 2012, showed $2.52 million
in total assets, $64.86 million in total liabilities, and a
stockholders' deficit of $62.34 million.

McGladrey and Pullen, LLP, in New York City, expressed substantial
doubt about Emisphere's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered recurring losses from operations and its total
liabilities exceed its total assets.


EMISPHERE TECHNOLOGIES: Mark Rachesky Holds 47.7% Equity Stake
--------------------------------------------------------------
Emisphere Technologies, Inc., issued to certain MHR funds a senior
secured promissory note, in the principal amount of $1,400,000,
with an interest rate of 13% per annum, secured by a first
priority lien on certain of the Company's assets.  The promissory
note is payable on demand no earlier than Jan. 17, 2013, and may
be accelerated upon the occurrence of certain events.

Mark H. Rachesky, M.D., MHR Capital Partners Master Account LP,
MHR Institutional Partners II LP, et al., beneficially own
38,557,573 shares of common stock of Emisphere representing 47.7%
of the shares outstanding as of Oct. 17, 2012.

A copy of the filing is available for free at:

                          http://is.gd/ovnbWZ

                           About Emisphere

Cedar Knolls, N.J.-based Emisphere Technologies, Inc., is a
biopharmaceutical company that focuses on a unique and improved
delivery of therapeutic molecules or nutritional supplements using
its Eligen(R) Technology.  These molecules are currently available
or are under development.

The Company's balance sheet at June 30, 2012, showed $2.52 million
in total assets, $64.86 million in total liabilities, and a
stockholders' deficit of $62.34 million.

McGladrey and Pullen, LLP, in New York City, expressed substantial
doubt about Emisphere's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered recurring losses from operations and its total
liabilities exceed its total assets.


ENERGY FUTURE: Prices Offering of $252.7 Million Senior Notes
-------------------------------------------------------------
Energy Future Intermediate Holding Company LLC and EFIH Finance
Inc., both wholly-owned subsidiaries of Energy Future Holdings
Corp., have priced a private offering of $252,714,000 principal
amount of additional 6.875% Senior Secured Notes due 2017.  The
offering is expected to close on or about Oct. 23, 2012, subject
to customary closing conditions.

The Additional Notes will be issued as additional notes under the
Indenture, dated as of Aug. 14, 2012, as supplemented by the first
supplemental indenture, to be dated as of the Closing Date, each
among the Issuers and The Bank of New York Mellon Trust Company,
N.A., as trustee, pursuant to which the Issuers previously issued
$250 million aggregate principal amount of their 6.875% Senior
Secured Notes due 2017.

The Additional Notes will have identical terms, other than the
issue date and issue price, and will constitute part of the same
series, as the Initial Notes.  The Issuers intend to use the net
proceeds from the offering for general corporate purposes, which
may include the payment of dividends to EFH.

                        About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at June 30, 2012, showed $43.44
billion in total assets, $52.17 billion in total liabilities and a
$8.73 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

As reported by the TCR on Aug. 15, 2012, Moody's downgraded the
Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and
affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4
Speculative Grade Liquidity Rating.  The downgrade of EFH's CFR to
Caa3 from Caa2 reflects the company's financial distress and
limited financial flexibility.


ENERGY FUTURE: Fitch Rates $250 Million Secured Notes 'CCC+'
------------------------------------------------------------
Fitch rates the proposed Energy Future Intermediate Holding
Company LLC (EFIH) issuance of $250 million 6.875% senior secured
first-lien notes due 2017 'CCC+'.  The Recovery Rating (RR) is
'RR1', which indicates an outstanding recovery of 91%-100%.  The
first-lien notes being issued are part of the same series as the
outstanding $250 million senior secured first-lien notes due 2017
that were issued on Aug. 14, 2012.  EFIH plans to use the net
proceeds from the proposed offering for general corporate
purposes, which may include payment of dividends to EFH.

The new first-lien notes will be secured by EFIH's pledge of the
collateral consisting of all of the membership interests and other
investments it owns in Oncor Electric Delivery Holdings Company
LLC (Oncor Holdings).  The new notes will be secured equally and
ratably with the existing first-lien debt at Energy Future
Holdings Corp (EFH) and EFIH, which currently stands at $3.747
billion, and will be senior to all second-lien and unsecured debt
at EFH/EFIH.  With this offering, EFH/EFIH will exhaust its
available first-lien senior secured debt capacity.  EFH/EFIH has
approximately $700 million of additional second-lien senior
secured debt capacity available based on debt incurrence
restrictions as of June 30, 2012.

EFIH has opportunistically accessed the capital markets and, with
the conclusion of this offering, would have raised approximately
$2.25 billion of debt year-to-date.  A significant portion of this
has been utilized or committed to repay the inter-company loan to
Texas Competitive Electric Holdings Company LLC (TCEH) that stood
at $1.6 billion at the end of 2011, while the balance of new money
raised has bolstered liquidity at EFH/EFIH.  The repayment of the
demand note does not alter the overall leverage at EFIH, since the
inter-company notes were guaranteed by EFIH on a senior unsecured
basis, but the interest cost to EFIH does increase materially.
While higher interest costs at EFIH will impinge on liquidity,
Fitch acknowledges that EFH has substantially reduced the
liquidity risk in the event that TCEH demanded repayment of the
inter-company notes.

Fitch continues to believe that the current highly leveraged
capital structure at TCEH is not sustainable and that some kind of
default seems inevitable.  Despite the upward movement in the
shorter-term natural gas prices and declining reserve margins in
Texas, Fitch believes it highly unlikely that power prices will
recover to levels required for TCEH to reach cash breakeven.
TCEH's generation output continues to suffer from partial economic
back-down as natural gas power plants displace coal units during
certain off-peak periods.  While TXU Energy has been able to
somewhat stem customer defections and sustain attractive margins
year-to-date due to falling wholesale prices, intensified
competition and significant headroom between TXU Energy's and
competitive offers is likely to put pressure on both margins and
customer retention.

Combined liquidity at EFH/EFIH and TCEH stood at $3.83 billion as
of Sept. 30, 2012, based on preliminary third-quarter disclosures
by the company. Looking forward, Fitch expects combined liquidity
to be affected by the free cash flow deficits at TCEH, reduced
upstream dividend from Oncor Electric Delivery Company LLC (Oncor)
during 2012-13, and higher interest expense associated with the
new debt issued by EFIH year-to-date.  Liquidity may not be a
concern until 2014 given EFH/EFIH has the ability to issue $700
million in additional second-lien debt based on debt incurrence
restrictions as of June 30, 2012.  TCEH has the ability to issue
$750 million of first-lien debt and $1.88 billion of second-lien
debt, of which $1 billion can be issued for cash.  TCEH has
unlimited ability to issue first-lien debt for refinancing
purposes.

Fitch's assessment of the collateral valuation at EFH/ EFIH
continues to depend solely on the value of Oncor Holdings' 80%
ownership interest in Oncor.  Fitch values Oncor Holdings'
proportional interest in Oncor at $7.5 billion by using an 8.5x
EV/EBITDA multiple and Oncor's expected 2014 EBITDA of $1.8
billion.  The current offering has no impact on EFH/EFIH's
instrument ratings, since Fitch had contemplated issuance of
additional first-lien debt in its analysis.  Fitch had assumed,
for the purposes of the recovery analysis, that the permissible
first-lien and second-lien capacity as of June 30, 2012 was fully
utilized by EFH/EFIH.


ENERGY FUTURE: Moody's Rates $250MM Senior Secured Notes 'Caa3'
---------------------------------------------------------------
Moody's Investors Service assigned a Caa3 (LGD4 58%) rating to
Energy Future Intermediate Holding Company LLC's (EFIH) new $250
million 6.875% senior secured notes due 2017. In addition, Moody's
affirmed the Caa3 Corporate Family Rating (CFR) for EFIH's parent,
Energy Future Holdings Corp. (EFH) and the Baa2 senior secured
rating for Oncor Electric Delivery Company LLC (Oncor). Oncor is a
rate-regulated transmission and distribution utility subsidiary of
both EFIH and, ultimately, EFH. The rating outlooks for EFH, EFIH
and Oncor remain negative.

Ratings Rationale

EFIH's SENIOR SECURED NOTES DUE 2017

EFIH's senior secured notes due 2017 and are assigned a Caa3
(LGD4, 58%) rating. The notes are secured on a first-priority
basis by a pledge of all of the membership interests of Oncor
Electric Holdings Company LLC (Oncor Holdings), which owns 80% of
Oncor. The Caa3 rating is primarily derived from EFH's Caa3 CFR
and its LGD methodology, but Moody's notes that any recovery
value, in the event of a default, would ultimately be derived from
the value of Oncor although Oncor remains outside of Moody's EFH
CFR because of its ring fence type provisions. Depending on how
EFH might approach any potential restructuring activity with its
financially distressed subsidiary, Texas Competitive Electric
Holdings Company LLC (TCEH), a new CFR could be assigned which
excludes TCEH. Under this hypothetical scenario, EFIH's ratings
would likely be upgraded by several notches.

EFIH currently owns approximately $4.5 billion of EFH and TCEH
debt securities, comprising roughly one-third of its balance
sheet. The other two-thirds of EFIH's balance sheet is comprised
of EFIH's ownership interests in Oncor Holdings.

As noted above, EFIH's ownership interest in Oncor Holdings has
been pledged as collateral for approximately $6.1 billion
(principal amount) in debt securities, which includes the Oct. 18
issuance. Of this total amount, approximately $4.0 billion is
secured on a first lien basis, with another approximately $2.1
billion secured on a second lien basis. On Oct. 18, Moody's
estimates the value of Oncor Holdings at approximately $5.5 - $6.0
billion, which implies a total equity value of Oncor, including
its 20% minority owners, of approximately $7 - $7.5 billion. In
Moody's opinion, this valuation incorporates premium multiples of
book value, net income and EBITDA.

If, in a restructuring, the EFIH lenders foreclosed on the
collateral, Moody's sees reasonably good recovery for both of
EFIH's first lien and second lien securities, but the rating
agency also notes that any change of control at Oncor would
require the approval of the PUCT. Since the PUCT's approval would
undoubtedly consider the public interest, the timing associated
with achieving such an approval is uncertain, notwithstanding the
PUCT's established guidelines on regulatory decisions. This
potential regulatory uncertainty could affect the timing of
recovery.

RATINGS RATIONALE -- ONCOR

Oncor's Baa2 senior secured rating is affirmed. Oncor's negative
rating outlook reflects two primary issues, both of which are
beyond Oncor's and its principal regulator, the Public Utility
Commission of Texas' (PUCT), control. The first issue is the
rising contagion risk exposure that Oncor has with its majority
owner-parent, EFH. As the risk of a contentious restructuring
increases at EFH and TCEH, Oncor will be exposed, at a minimum, to
some level of contagion. In addition, as an 80% owned subsidiary,
Oncor remains exposed to various consolidated corporate services,
such as EFH's tax systems. That said, Moody's notes that EFH's
recent decision to terminate its non-union pension fund serves to
incrementally insulate Oncor from that specific contagion risk.

The second issue is EFH's indirect leveraging of Oncor's implied
equity value, which will approximate $6.1 billion with the recent
issuance of new EFIH securities. Despite the ring fence
provisions, EFH has utilized its equity in Oncor as a primary
source of liquidity over the past few years. Moody's notes that
this financing structure does not benefit Oncor, but rather
benefits EFH and TCEH as it transfers debt originally raised at
the EFH and TCEH levels and refinances it at the parent level of
Oncor.

As the pledged equity in Oncor approaches the high end of Moody's
estimated valuation range, Moody's sees EFIH's intermediate parent
holding company debt as a source of permanent leverage for Oncor,
since Oncor is the only cash flow generating subsidiary of EFIH.
Over the next few years, Moody's calculates annual cash flow of
roughly $1.5 billion for Oncor. This results in a ratio of cash
flow to debt approaching the 10% threshold, by including the debt
of EFIH and EFH in the denominator, which is more indicative of a
Baa2 senior secured rating, after taking into account the lower
business risk profile associated with being a transmission and
distribution (T&D) utility in a supportive regulatory environment.

Absent the contagion risk exposure and indirect leveraging of its
equity, Oncor is viewed as a fundamentally strong T&D utility,
with good growth prospects and a supportive regulatory
environment. On a stand-alone basis, Oncor would likely be rated
at least A3 senior secured, similar to CenterPoint Energy Houston
Electric (A3 senior secured), its most comparable peer.

As EFH's most valuable asset, Oncor will attract a significant
amount of attention from various creditor classes. For now,
Moody's continues to incorporate a view that Oncor will remain
insulated from its parent's financial distress, thanks to its ring
fence type provisions and regulatory oversight. That said, Oncor's
negative rating outlook will remain in place until the details
associated with any potential EFH's restructuring program becomes
available. On Oct. 18, Moody's thinks it would be unlikely that
Oncor's senior secured rating would fall below the investment
grade category.

The ratings for EFH, TCEH, EFCH and EFIH's individual securities
were determined using Moody's Loss Given Default (LGD)
methodology. Based on EFH's Caa3 CFR and Caa3 PDR, and based
strictly on the priority of claims within those entities, the LGD
model would suggest a rating of Ca for EFIH's senior secured and
senior secured second lien debt securities. The Caa3 rating
assigned to EFIH's senior secured first and second lien debt
securities reflects the fact that the holders of these securities
will benefit primarily from their security interests of Oncor
Holdings equity in Oncor, respectively.

The methodologies used in this rating were Unregulated Utilities
and Power Companies published in August 2009 and Regulated
Electric and Gas Utilities published in August 2009.

Ratings affirmed:

EFH's Caa3 Corporate Family Rating

Oncor's Baa2 senior secured rating

Ratings assigned:

EFIH's Caa3 (LGD4 58%) $250 million senior secured notes due 2017


ENERGY SOLUTIONS: Moody's Cuts Corp. Family Rating to 'Caa1'
------------------------------------------------------------
Moody's Investors Service has downgraded ratings of Energy
Solutions, LLC ("ES"), including the Corporate Family and
Probability of Default Ratings to Caa1 from B3, concluding the
ratings review process that commenced on June 12, 2012. The rating
outlook is stable.

Ratings changed:

  Corporate Family, to Caa1 from B3

  Probability of Default, to Caa1 from B3

  $105 million first lien revolver due 2015, to B2, LGD2- 29%
  from B1, LGD2- 29%

  $560 million first lien term loan due 2016, to B2, LGD2- 29%
  from B1, LGD2- 29%

  $300 million senior unsecured notes due 2018, to Caa3, LGD5-84%
  from Caa2, LGD5-84%

Ratings affirmed:

  Speculative Grade Liquidity, SGL-3

Rating Outlook, Stable

Ratings Rationale

The Corporate Family Rating downgrade to Caa1 reflects a higher
risk profile due to an elevated debt burden, upcoming expiration
of ES' Magnox contract, a challenging outlook for the Zion Station
nuclear decommissioning project and likelihood that U.S. federal
spending on remediation projects will remain flat until fiscal
pressures lessen. As of Q2-2012 ES' had debt to EBITDA of 10x
(Moody's adjusted, includes $98 million Q4-2011 asset retirement
obligation write-up charge) and FFO + interest to interest of
1.6x, metrics on par with the Caa1 rating category. Further, ES'
Magnox contract, a single award cost plus vehicle of the UK
Nuclear Decommissioning Authority ("NDA"), comprised +50% of ES'
2011 revenues and expires in June, 2014. A multiple prime
contracting vehicle will be sought by the NDA at re-bid;
likelihood of ES sustaining revenues on par with the existing sole
prime vehicle seems low. The challenging outlook of ES' Zion
Station, Illinois nuclear plant decommissioning project, as it
enters the most critical phase of the project, also weighs on the
credit profile. While the potential for this first-of-its-kind
"license stewardship" project to conclude profitably still exists,
that likelihood diminished with the $98 million Zion Station asset
retirement obligation increase of Q4-2011. The ARO has increased
13% versus the original September 2010 amount (cost revisions
added $104 million versus initial $765 million Zion Station ARO).
Gains within the trust on which ES' project revenues depend have
provided some offset to the upward ARO revisions, but such strong
returns will likely not be sustained and a complex phase of the
project begins in 2013 --removal of the radioactive material from
the spent fuel ponds.

ES' plan to divest businesses and lower operating expenses could
raise cash for debt pay-back but the prospect of meaningfully
better credit statistics as a result seems unclear. The company's
$811 million of debt includes $200 million that was needed to cash
collateralize letters of credit of the license stewardship
project. The associated interest burden is high and will continue
until ES successfully completes the project in several years,
releasing restricted cash to repay the debt. The project's large
scale and capital requirements are outsized against ES' other
earnings streams and existing liquidity sources, which makes the
credit profile less resilient to further upward cost revisions.
Further, ES' revenues could meaningfully decline at conclusion of
the Magnox contract, although the contract's low margin suggests a
lesser earnings impact.

An adequate liquidity profile, as denoted by the Speculative Grade
Liquidity rating of SGL-3, supports the stable rating outlook. The
company held $71 million of cash on hand at Q2-2012. Revolver
availability was $68 million, low against the company's $1.8
billion annual revenue base, but scheduled debt amortization of $5
million annually until 2016 is also low. Financial ratio covenant
calculations under the bank credit facility have liberal cost add-
back provisions, which supports the likelihood of near-term
compliance. The adequate liquidity profile provides maneuvering
room near term for ES to pursue its initiatives.

Upward rating momentum would depend on expectation that ES can
achieve its restructuring goals without creditors incurring loss.
Likelihood of debt to EBITDA at 6x or below, FFO + interest to
interest above 2x and a sustained adequate liquidity profile would
also accompany upward momentum. Downward rating pressure would
follow a weakened liquidity position or increased risk of default.

Energy Solutions, Inc., headquartered in Salt Lake City, Utah,
provides a range of services to the nuclear industry that are
centered on the nuclear fuel cycle. Revenues for the last twelve
months ended June 30, 2012 were $1.8 billion.

The principal methodology used in rating ES 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.


EPICEPT CORP: Has Until Nov. 15 to Ink Transaction with MidCap
--------------------------------------------------------------
Midcap Funding III, LLC, agreed to extend the deadline for it
to enter into a sale or partnering transaction with EpiCept
Corporation from Oct. 15, 2012, to Nov. 15, 2012.

As previously disclosed, on Aug. 27, 2012, EpiCept, together with
its wholly-owned subsidiaries Maxim Pharmaceuticals Inc. and
Cytovia, Inc., entered in to a First Amendment to Loan and
Security Agreement with MidCap, as agent for the lenders.  Under
the Amendment, the Company committed to signing a definitive
agreement, acceptable to MidCap, by Oct. 15, 2012, with respect to
a sale or partnering transaction and to consummate such a
transaction as soon as is practical but in any event no later than
Jan. 15, 2013.

                     About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.

Epicept reported a net loss of $15.65 million in 2011, a net loss
of $15.53 million in 2010, and a net loss of $38.81 million in
2009.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Deloitte & Touche LLP, in Parsippany,
New Jersey, noted that the Company's recurring losses from
operations and stockholders' deficit raise substantial doubt about
its ability to continue as a going concern.

The Company's balance sheet at June 30, 2012, showed $5.30 million
in total assets, $17.85 million in total liabilities and a $12.55
million total stockholders' deficit.


EVERGREEN INT'L: S&P Puts 'CCC' Corp Credit Rating on Watch Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'CCC' corporate credit rating, on Evergreen International
Aviation Inc. on CreditWatch with negative implications.

"We have become increasingly concerned about Evergreen's liquidity
and its uncertain near-term operating outlook, which could
challenge its ability to meet debt service requirements," said
Standard & Poor's credit analyst Lisa Jenkins. "Evergreen's
operating performance remains weak, reflecting the depressed state
of the air cargo market and the company's current reliance on a
mostly older fleet of aircraft. (Privately owned Evergreen does
not file public financial statements.) While the company is taking
steps to improve its liquidity and operating prospects, we believe
it will take time for these efforts to bear fruit. Evergreen was
in violation of its interest coverage and leverage covenants at
the end of the fiscal second quarter (fiscal year ends in
February) and is working on getting a waiver from its lenders."

"The ratings reflect Evergreen's very tight liquidity and onerous
debt service obligations. Standard & Poor's characterizes the
company's business risk profile as 'vulnerable' and its financial
risk profile as 'highly leveraged,' as our criteria define these
terms. Evergreen derives the majority of its revenues from
Evergreen International Airlines, its airfreight transportation
subsidiary. The company also provides ground logistics services,
helicopter and small aircraft services, and aviation sales and
leasing," S&P said.

"We will continue to monitor the company's liquidity and operating
performance. If the company fails to make its upcoming interest
payment or other debt service requirements, we would lower the
corporate credit rating to 'SD' and the ratings on related debt
issues to 'D'," S&P said.


EXCEL BANK: Closed; Simmons First NB Assumes All Deposits
---------------------------------------------------------
Excel Bank of Sedalia, Mo., was closed Friday, Oct. 19, by the
Missouri Division of Finance, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with Simmons
First National Bank of Pine Bluff, Ark., to assume all of the
deposits of Excel Bank.

The four branches of Excel Bank will reopen during their normal
business hours as branches of Simmons First National Bank.
Depositors of Excel Bank will automatically become depositors of
Simmons First National Bank.  Deposits will continue to be insured
by the FDIC, so there is no need for customers to change their
banking relationship in order to retain their deposit insurance
coverage up to applicable limits.  Customers of Excel Bank should
continue to use their existing branch until they receive notice
from Simmons First National Bank that it has completed systems
changes to allow other Simmons First National Bank branches to
process their accounts as well.

As of June 30, 2012, Excel Bank had around $200.6 million in total
assets and $187.4 million in total deposits.  In addition to
assuming all of the deposits of the failed bank, Simmons First
National Bank agreed to purchase essentially all of the assets.

The FDIC and Simmons First National Bank entered into a loss-share
transaction on $126.6 million of Excel Bank's assets.  Simmons
First National Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:

http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-830-4697.  Interested parties also can
visit the FDIC's Web site at

  http://www.fdic.gov/bank/individual/failed/excelbank.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $40.9 million.  Compared to other alternatives, Simmons
First National Bank's acquisition was the least costly resolution
for the FDIC's DIF.  Excel Bank is the 46th FDIC-insured
institution to fail in the nation this year, and the third in
Missouri.  The last FDIC-insured institution closed in the state
was Truman Bank, St. Louis, on Sept. 14, 2012.


FENTON SUB: Plan Confirmed; Settlement With Mulcahy Okayed
----------------------------------------------------------
Fenton Sub Parcel D, LLC, and Bowles Sub Parcel D, LLC, won
confirmation of their Third Amended Joint Plan of Reorganization
dated July 17, 2012.

The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota said that the confirmation of the Plan will
constitute approval of a settlement of pending litigation in
Hennepin County District Court, between the Debtors and Tim
Mulcahy.  The settlement involves rejection of the executory
contract by Debtors, the withdrawal of claims by Mr. Mulcahy, and
the division of an escrow in the principal amount of $50,000 with
70% to Mr. Mulcahy and 30% to the Debtors.

A copy of the Third Amended Plan is available for free at
http://bankrupt.com/misc/FENTON_SUB_plan_3amended.pdf

        About Fenton Sub Parcel D and Bowles Sub Parcel D

Fenton Sub Parcel D LLC and Bowles Sub Parcel D LLC jointly own
industrial multi-tenant properties located in the Twin Cities.
They are controlled by StoneArch II/WCSE Minneapolis Industrial
LLC.  StoneArch is the 100% member of Bowles Subsidiary, LLC and
of Fenton Subsidiary LLC.  Bowles Subsidiary LLC is then the 100%
member of Bowles Sub Parcel D LLC, and Fenton Subsidiary LLC is
the 100% member of Fenton Sub Parcel D, LLC.  In 2007, StoneArch
acquired various LLCs, which in turn owned 27 industrial multi-
tenant properties located in the Twin Cities.  The properties were
divided into four separate pools: A, B, C, and D.  Fenton Sub
Parcel D and Bowles Sub Parcel D jointly own the properties in
pool D.  As tenants in common, Fenton Sub Parcel D has an
undivided 74.5394% interest and Bowles Sub Parcel D has an
undivided 25.4606% interest.  The Pool D Properties consist of six
parcels of real property located in Anoka, Dakota, and Hennepin
Counties, Minnesota.  The Debtors expect the Pool D Properties to
be worth $13,135,656 as of the Petition Date.

Although they are two separate legal entities, Fenton Sub Parcel D
and Bowles Sub Parcel D have consistently been treated as one
enterprise.  Hoyt Properties, Inc., acts as agent in managing the
Pool D Properties.

Fenton Sub Parcel D and Bowles Sub Parcel D filed for Chapter 11
bankruptcy (Bankr. D. Minn. Case Nos. 11-44430 and 11-44434) on
June 29, 2011.  The Debtors' petitions were signed by Steven Bruce
Hoyt, chief manager, who is also a debtor (Bankr. D. Minn. Case
No. 11-43816).  He is separately represented by Michael C. Meyer,
Esq., at Ravich Meyer Kirkman McGrath & Nauman, P.A.  The cases
were originally assigned to Judge Dennis D. O'Brien and reassigned
to Judge Robert J. Kressel as the cases are related to the Hoyt
case, which was filed earlier before Judge Kressel.

Cynthia A. Moyer, Esq., James L. Baillie, Esq., and Sarah M.
Gibbs, Esq., at Fredrikson & Byron, PA, represent the Debtors.


FIRST EAST SIDE SB: Closed; Stearns Bank NA Assumes All Deposits
----------------------------------------------------------------
First East Side Savings Bank of Tamarac, Fla., was closed Friday,
Oct. 19, by the Office of the Comptroller of the Currency, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Stearns Bank National Association of St.
Cloud, Minn., to assume all of the deposits of First East Side
Savings Bank.

The sole branch of First East Side Savings Bank will reopen on
during its normal banking hours as a branch of Stearns Bank.
Depositors of First East Side Savings Bank will automatically
become depositors of Stearns Bank.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship in order to retain their deposit
insurance coverage up to applicable limits.  Customers of First
East Side Savings Bank should continue to use their existing
branch until they receive notice from Stearns Bank that it has
completed systems changes to allow other Stearns Bank branches to
process their accounts as well.

As of June 30, 2012, First East Side Savings Bank had around
$67.2 million in total assets and $65.9 million in total deposits.
In addition to assuming all of the deposits of the failed bank,
Stearns Bank agreed to purchase essentially all of the assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-823-4939.  Interested parties also can
visit the FDIC's Web site at

http://www.fdic.gov/bank/individual/failed/firsteastside.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $9.1 million.  Compared to other alternatives, Stearns
Bank's acquisition was the least costly resolution for the FDIC's
DIF.  First East Side Savings Bank is the 45th FDIC-insured
institution to fail in the nation this year, and the seventh in
Florida.  The last FDIC-insured institution closed in the state
was GulfSouth Private Bank, Destin, earlier Friday, Oct. 19.


FREESEAS INC: Had $20.8-Mil. Net Loss in 1st Half of 2012
---------------------------------------------------------
FreeSeas Inc. reported a net loss of US$20.8 million on
US$8.9 million of operating revenues for the six months ended
June 30, 2012, compared with a net loss of US$49.4 million on
US$17.1 million of operating revenues for the same period last
year.

The higher net loss for the six months ended June 30, 2011,
resulted primarily from the higher amount of vessel impairment
loss of $47.3 million the Company recognized in the six months
ended June 30, 2011, compared to a vessel impairment loss of
$12.5 million the Company recognized in the six months ended
June 30, 2012.

The Company's balance sheet at June 30, 2012, showed
US$120.8 million in total assets, US$104.1 million in total
current liabilities, and shareholders' equity of US$16.7 million.

According to the regulatory filing, based on the Company's cash
flow projections for the remaining of 2012, cash on hand and cash
provided by operating activities including the cash to be provided
upon the sale of the vessels currently classified as held for sale
will not be sufficient to cover scheduled debt repayments as of
June 30, 2012, operating expenses and capital expenditure
requirements for at least twelve months from the balance sheet
date.  "All of the above raises doubt regarding the Company's
ability to continue as a going concern."

In February, March and April 2012, the Company received
notifications from Deutsche Bank and First Business Bank that the
Company was in default under its loan agreements as a result of
the breach of certain covenants and the failure to pay principal
and interest due under the loan agreements.

On April 26, 2012, the Company was advised by Deutsche Bank that
it would approve the request to permanently amend the amortization
schedule including refinancing of the balloon due in
November 2012.  The Company and the bank entered into an amended
and restated facility agreement on Sept. 7, 2012.

"Although the Company will continue to seek waivers to certain
covenants from its remaining lender, FBB, and to restructure the
FBB loan, there can be no assurances that the Company will be able
to do so."

A copy of the consolidated financial statements for the six months
ended June 30, 2012, is available at http://is.gd/zu6Jo9

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet currently consists of six Handysize vessels
and one Handymax vessel that carry a variety of drybulk
commodities, including iron ore, grain and coal, which are
referred to as "major bulks," as well as bauxite, phosphate,
fertilizers, steel products, cement, sugar and rice, or "minor
bulks."  As of Oct. 12, 2012, the aggregate dwt of the Company's r
operational fleet is approximately 197,200 dwt and the average age
of its fleet is 15 years.

                           *     *     *

As reported in the TCR on July 18, 2012, Ernst & Young (Hellas)
Certified Auditors Accountants S.A., in Athens, Greece, expressed
substantial doubt about FreeSeas'  ability to continue as a going
concern, following its audit of the Company's financial statements
for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that the Company has incurred recurring operating
losses and has a working capital deficiency.  "In addition, the
Company has failed to meet scheduled payment obligations under its
loan facilities and has not complied with certain covenants
included in its loan agreements with banks."


G.S. ASSETS: Case Summary & 3 Unsecured Creditors
-------------------------------------------------
Debtor: G.S. Assets, LLC.
        423 Clay Pitts Road
        East Northport, NY 11731

Bankruptcy Case No.: 12-76228

Chapter 11 Petition Date: October 16, 2012

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

Judge: Alan S. Trust

Debtor's Counsel: Mark A. Frankel, Esq.
                  BACKENROTH FRANKEL & KRINSKY, LLP
                  489 Fifth Avenue, 28th Floor
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  E-mail: mfrankel@bfklaw.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 three unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nyeb12-76228.pdf

The petition was signed by Samuel Strulovitch, managing member.


GOD'S UNIVERSAL: Case Summary & 10 Unsecured Creditors
------------------------------------------------------
Debtor: God's Universal Kingdom Christian Church, Inc.
        dba God's Mainline Universal Prayer Congress, Inc.
        7610 Central Avenue
        Hyattsville, MD 20785

Bankruptcy Case No.: 12-28851

Chapter 11 Petition Date: October 16, 2012

Court: U.S. Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Theodore N. Nkwenti, Esq.
                  LAW OFFICES OF THEODORE NKWENTI, LLC
                  11249-B Lockwood Drive
                  Silver Spring, MD 20901
                  Tel: (301) 681 0361
                  E-mail: bklawcenter@aol.com

Scheduled Assets: $6,100,000

Scheduled Liabilities: $3,715,188

A copy of the Company's list of its 10 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mdb12-28851.pdf

The petition was signed by Lynette T. Nichols, president.


GOLDEN STATE: Moody's Cuts Rating on Mortgage Notes to 'Caa1'
-------------------------------------------------------------
Moody's Investors Service downgraded the rating on Golden State
Petroleum Transport Corporation's (GOLDEN) 8.04% First Preferred
Mortgage Notes due 2019 to Caa1 from B2. The outlook was changed
to stable from negative.

"The downgrade reflects the pending termination of the second of
the two charters on GOLDEN's two VLCC tankers, fully exposing debt
service on the notes to charter market rate and tanker resale
volatility," commented Andrew Brooks, Moody's Vice President.
"However, given the current level of cash balances allocated to
each vessel, we do not see the potential for payment default
emerging until 2016."

Rating Rationale

GOLDEN's Caa1 rating reflects the upcoming termination of the
charter on GOLDEN's Very Large Crude Carrier (VLCC) Phoenix
Voyager in March 2013, continuing weak tanker markets and
excessive debt levels. Effective March 2013, Phoenix Voyager's
bareboat charter will terminate following receipt from Chevron
Transport Corporation (Chevron) of its six-month irrevocable
notice of termination in September 2012. Phoenix Voyager will
continue to earn its contracted $28,500 per day bareboat charter
rate to the March termination date. In response to the charter's
termination, manager Frontline Ltd. is required to first seek an
Acceptable Replacement Charter for the impacted vessel. If such a
charter is unavailable, Frontline is then required to pursue a
sale of the vessel at the Minimum Required Bid. Should it prove
unsuccessful, Frontline then re-charters the vessel on such terms
as it deems appropriate. Chevron had previously terminated its
charter on the VLCC Ulriken (ex-Antares Voyager) effective
December 7, 2010. The Ulriken has since been operated in the spot
market by manager Frontline Ltd., at rates generally below cash
breakeven for operating and financing costs.

Moody's notes that at June 30, 2012, Ulriken reported restricted
cash of $16.6 million; the Phoenix Voyager reported a cash balance
of $34.1 million. Valuing the vessels at approximately $20 million
each together with the June 30 cash balance implies a loan to
value (LTV) conceivably in the area of 100%. That the LTV is not
grossly above 100% is the principal reason for not downgrading
GOLDEN further below Caa1 in light of the termination of both its
charter contracts. However, the longer the two tankers trade in
the spot market at rates below those required to fully cover
operating and debt service costs, cash balances will further
erode, diminishing LTV and heightening payment default risk.

The stable outlook reflects the current level of available
liquidity, which appears sufficient to fund debt service through
2015, notwithstanding the loss of both bareboat charters and the
prospective ongoing erosion of current cash balances. The rating
could be further downgraded if the tanker market remains weak into
2013 or if liquidity erodes more rapidly than anticipated. It is
unlikely that the rating would be upgraded without a re-chartering
of the vessels at rates which restore the economics of the
transaction to levels above break-even.

GOLDEN'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 GOLDEN's core industry and
believes GOLDEN's ratings are comparable to those of other issuers
with similar credit risk. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Golden State Petroleum Transport Corporation is a special purpose
entity established to act as agent for the issuance of debt to
finance the construction and ownership of two VLCCs by two
individual ship-owning companies, initially under charter to
Chevron Transport Corporation, a shipping subsidiary of Chevron
Corporation. GOLDEN is owned by Independent Tankers Corporation
Limited ITCL, headquartered in Hamilton, Bermuda, which also owns
a portfolio of oil tankers under charter to shipping subsidiaries
of major international oil companies. ITCL is 82.5%-owned by
Frontline Ltd., one of the world's largest shipping companies
engaged in crude oil and product shipping.


GRACIA'S AMBULANCE: Case Summary & 11 Unsecured Creditors
---------------------------------------------------------
Debtor: Gracia's Ambulance Services Group Inc.
        P.O. Box 795
        Hormigueros, PR 00660

Bankruptcy Case No.: 12-08221

Chapter 11 Petition Date: October 16, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Wanda I. Luna Martinez, Esq.
                  LUNA LAW OFFICES
                  PMB 389
                  P.O. Box 194000
                  San Juan, PR 00919-4000
                  Tel: (787) 998-2356
                  Fax: (787) 200-8837
                  E-mail: quiebra@gmail.com

Scheduled Assets: $1,048,735

Scheduled Liabilities: $963,687

A copy of the Company's list of its 11 unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb12-08221.pdf

The petition was signed by Hector Gracia Malave, president.


GULFSOUTH PRIVATE BANK: Closed; SmartBank Assumes All Deposits
--------------------------------------------------------------
GulfSouth Private Bank of Destin, Fla., was closed Friday, Oct.
19, by the Florida Office of Financial Regulation, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with SmartBank of Pigeon Forge, Tenn., to assume all of
the deposits of GulfSouth Private Bank.

The four branches of GulfSouth Private Bank will reopen during
their regular banking hours as branches of SmartBank.  Depositors
of GulfSouth Private Bank will automatically become depositors of
SmartBank.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of GulfSouth Private Bank
should continue to use their existing branch until they receive
notice from SmartBank that it has completed systems changes to
allow other SmartBank branches to process their accounts as well.

As of June 30, 2012, GulfSouth Private Bank had around $159.1
million in total assets and $151.1 million in total deposits.  In
addition to assuming all of the deposits of the failed bank,
SmartBank agreed to purchase essentially all of the assets.

Customers with questions about the transaction should call the
FDIC toll-free at 1-800-822-7182.  Interested parties also can
visit the FDIC's Web site at

  http://www.fdic.gov/bank/individual/failed/gulfsouth.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $36.1 million.  Compared to other alternatives,
SmartBank's acquisition was the least costly resolution for the
FDIC's DIF.  GulfSouth Private Bank is the 44th FDIC-insured
institution to fail in the nation this year, and the sixth in
Florida.  The last FDIC-insured institution closed in the state
was The Royal Palm Bank of Florida, Naples, on July 20, 2012.


HANGER ORTHOPEDIC: Moody's Raises Sr. Secured Ratings to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service changed the rating outlook on Hanger
Orthopedic Group Inc.'s to positive from stable. In addition,
Moody's upgraded the ratings on Hanger's senior secured credit
facilities to Ba2 from (P) Ba3 and assigned a Speculative Grade
Liquidity Rating of SGL-2. Concurrently, Moody's affirmed the B1
Corporate Family and Probability of Default Ratings, and the B3
rating on Hanger's senior unsecured notes.

The positive outlook reflects Moody's expectation that EBITDA
growth will continue and result in gradually improving free cash
flow and reduced leverage. Furthermore, the company has made good
progress expanding its revenue base given the current challenging
environment.

Moody's raised its ratings on Hanger's credit facilities to
reflect changes in the debt capital structure, namely the $9
million in subordinated seller notes (not rated) that are legally
subordinated to the company's existing debt, along with a
reduction in the company's outstanding senior secured debt.
Consequently, these changes provide additional first loss
absorption to Hanger's credit facilities.

Following is a summary of Moody's rating actions and LGD revised
estimates:

Hanger Orthopedic Group Inc.

Ratings upgraded:

  Senior secured revolver expiring 2015 to Ba2 (LGD 2, 29%) from
  (P) Ba3 (LGD 3, 30%)

  Senior secured term loan C due 2016 to Ba2 (LGD 2, 29%) from
  (P) Ba3 (LGD 3, 30%)

Ratings affirmed:

  Corporate Family Rating at B1

  Probability of Default Rating at B1

  Senior unsecured notes due 2018 to B3 (LGD 5, 82%) from B3
  (LGD 5, 84%)

Ratings assigned:

  Speculative Grade Liquidity Rating, SGL-2

Ratings Rationale

The B1 Corporate Family Rating is supported by the company's
competitive position as the largest O&P (Orthotic & Prosthetic)
services provider in the US, its national footprint and relatively
stable, recurring revenue model. The rating is constrained
primarily by the company's size as well as its payor concentration
from government entities.

Moody's could upgrade the rating if the company is able to
effectively manage the growth of its business while continuing to
improve its credit metrics. Specifically, an upgrade would require
leverage to be sustained below 3.0 times. Other factors supporting
an upgrade would be increasing its scale either organically or
through acquisition, and improving its product diversification.

Moody's could downgrade the rating if a decline in operating
performance results in an expectation that debt to EBITDA will
rise above 5.0 times, or if Moody's expects reimbursement rates to
materially decline and the environment become meaningfully more
negative. Furthermore, a significant debt financed acquisition
could result in a downgrade of the ratings.

The principal methodologies used in rating Hanger Orthopedic
Group, Inc. were Global Business & Consumer Service Industry
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.

Hanger Orthopedic Group, Inc., headquartered in Austin, TX, is the
leading provider of orthotic and prosthetic ("O&P) patient-care
services in the US. The company owns and operates over 700 patient
care centers in 45 states and the District of Columbia. For the
twelve months ended June 30, 2012, the company recognized revenue
of approximately $953 million.


HARBINGER GROUP: Fitch Affirms 'B' IDR; Outlook Stable
------------------------------------------------------
Fitch Ratings has affirmed the 'B' Issuer Default Rating (IDR) and
'B/RR4' debt ratings of Harbinger Group Inc. (HRG), with a Stable
Outlook.

The ratings consider HRG's relatively high leverage, adequate debt
service capabilities, and acquisition-focused operating strategy.
The company has two major business segments: consumer products
through its 57.5% ownership in Spectrum Brands, Inc. (SPB; Fitch
IDR of 'BB-'), and insurance through its wholly owned subsidiary
Fidelity & Guaranty Life Holdings, Inc. (F&G Life; Fitch Insurer
Financial Strength rating of 'BBB').  While Fitch recognizes there
is significant execution risk associated with HRG's acquisition
strategy, the diversification of the company's operating profile
and cash flows could improve over time if HRG is successful with
this strategy.

Fitch views HRG's leverage as high.  Consolidated leverage
(consolidated debt and preferred stock/adjusted EBITDA) was
approximately 5.2x based on $477 million of EBITDA (for the latest
12 months [LTM]) at SPB and $40 million of statutory dividends
from F&G Life.  HRG's financial leverage ratio, excluding SPB-
related debt, was 61% at July 1, 2012. Outstanding debt and
preferred stock totaled $2.7 billion at July 1, 2012, with
approximately $1.8 billion of SPB and $900 million at HRG.  HRG's
debt and preferred stock are structurally subordinated to the
claims on cash flows and assets from existing and future
debtholders at SPB and F&G Life.

HRG's debt service capabilities are somewhat constrained due to
limits on cash flows from both SPB and F&G Life.  Cash flow from
SPB is limited by its term loan agreement, and those conditions
have loosened over the past year, allowing greater cash flow to
HRG from SPB.  Cash flow from F&G Life is primarily limited by
statutory dividend restrictions and business needs, which is
expected to limit dividends on a run-rate basis to approximately
$40 million.

Based largely on those restrictions, interest coverage is expected
to be in the 1x to 2x range.  Over the near term, HRG's liquidity
position benefits from existing holding company cash and a
financial covenant that requires HRG to maintain minimum cash
balances equal to six months of HRG's senior secured debt interest
expense.  Further, HRG's ability to pay dividends or other cash
distributions to its shareholders is limited by financial
covenants to no more than 50% of net income and is subject to
collateral coverage ratio tests.

HRG's consolidated leverage will increase to about 5.7x on a pro
forma basis given the effect of SPB's recently announced
acquisition of Stanley's Black & Decker Hardware and Home
Improvement Group.  Consolidated leverage is expected to trend
down to the 4.5x range over the next 24 months based on management
plans for further debt reduction at SPB.

Fitch notes that HRG's ability to increase secured debt to fund
future acquisitions is somewhat limited by financial covenants,
which includes a minimum collateral coverage ratio of 2x at HRG
only.  Over the near term, Fitch expects acquisitions by HRG to be
funded through a combination of debt and approximately $404
million of existing cash and invested assets held by HRG.

HRG uses the value of its controlled assets as collateral and its
debt capacity is limited by certain coverage metrics.  The largest
part of the collateral is the value of SPB's shares.  As SPB's
performance improved consistently over the past year its share
price has increased commensurately.  SPB's share price has almost
doubled in one year and HRG's collateral cushion is quite
comfortable.  HRG could materially increase its debt under the
liquid collateral coverage ratio, which is its tightest covenant.

The Stable Outlook reflects Fitch's view that improved operating
trends at both SPB and F&G Life are sustainable over the near
term. Fitch believes that SPB is well positioned to gain share in
a weak economy due to its value-based operating strategy, which
should improve the company's revenues and cash flows.
Furthermore, Fitch believes that F&G Life's improved balance sheet
fundamentals, expense reductions and investment portfolio
repositioning should result in more stable earnings performance
and dividend capacity going forward.

HRG's primary strategy to acquire and grow attractive businesses
that generate sustainable free cash flow is likely to keep
leverage high.  Leverage could also be erratic whenever there is a
sizeable acquisition until the overall enterprise attains a much
larger scale.  Debt and debt service payments are likely to dampen
near-term profitability.  As a result, the rating is likely to
remain in this range in the intermediate term.

Key rating triggers that could lead to a downgrade include a
reduction in F&G Life's ordinary statutory dividend capacity to
below $40 million, a change in SPB's strategy to reduce leverage
to between 2.5x to 3.5x within 18 to 24 months, an increase in
consolidated leverage to the 6x range, an increase in HRG's
(parent only) financial leverage ratio to above 70%, and the
deployment of existing cash balances that increases the
enterprise's credit risk.

Key rating triggers that could lead to an upgrade include a
significant increase in F&G Life's ordinary statutory dividend
capacity from its current level of approximately $80 million, a
reduction in consolidated leverage to the 4x range, a reduction in
HRG (parent only) financial leverage ratio below 40%, and the
deployment of existing cash balances that improves the magnitude
and diversity of cash flows to HRG.

HRG is a NYSE-traded holding company that is majority owned by
investment funds affiliated with Harbinger Capital Partners LLC
(Harbinger).  Harbinger established HRG as a permanent capital
vehicle to obtain controlling equity interests in established,
dividend-paying businesses that operate across a diversified set
of industries.  The company currently operates in three business
segments: consumer products through its 57.5% ownership in SPB,
insurance through its wholly owned subsidiary F&G Life, and Salus,
a newly established asset based lending business.

The following ratings are affirmed, with a Stable Outlook:

  -- Long-Term IDR at 'B';
  -- $500 million 10.625% senior secured notes at 'B/RR4'.


HMX ACQUISITION: Files for Chapter 11 Protection
------------------------------------------------
HMX Acquisition Corp. October 19 disclosed that it has filed
voluntary Chapter 11 petitions.  In conjunction with the filing,
the Company's existing lender has ratified and re-affirmed up to a
$65 million credit facility.  The DIP facility, subject to
additional terms and conditions, provides immediate liquidity
while the Company pursues strategic alternatives, enabling the
Company to pay vendors for goods and services received after the
filing. In addition, HMX Acquisition Corp. is seeking customary
authority from the Court to continue operating its business in the
ordinary course.

The Company will to continue operating its business in the normal
course as management focuses on preserving value for the benefit
of all stakeholders.

In conjunction with the filing, HMX Acquisition Corp. has filed a
motion seeking approval of the stalking horse bid with Authentic
Brands Group, LLC. Authentic Brands Group will provide a long term
license of HMX's brands to a new entity which will continue to
retain the company's employees, operate the existing brands, and
operate the company's manufacturing facilities.

The Company's Canadian affiliates have not sought bankruptcy
protection.

                          About HMX Group

HMX Group is America's leading tailored clothing company, with a
diverse portfolio of brands, both owned and licensed, that are
distributed through all domestic retail channels and
internationally. HMX's most prominent brands include Hickey
Freeman, Coppley, Christopher Blue, Bobby Jones*, Argyle Culture*,
Austin Reed*, Sansabelt and Hart Schaffner Marx, the brand worn by
U.S. presidents past and present.  North American tailored
clothing manufacturing is based in Rochester, New York; Des
Plaines, Illinois; and Hamilton, Ontario.  The privately-held
U.S.-based company acquired assets of the company formerly known
as Hartmarx Corporation in August, 2009.

*The referenced trademarks are licensed to and not owned by HMX
Group or an affiliated company.


HMX ACQUISITION: Salus Capital Provides $65 Million DIP Facility
----------------------------------------------------------------
Salus Capital Partners, LLC disclosed it has provided a $65
million Debtor-in-Possession (DIP) Credit Facility to HMX Group, a
leading designer, manufacturer, and marketer of men's and women's
business and leisure apparel.  The DIP financing will be used by
HMX Group to provide working capital as the Company operates under
Chapter 11 of the U.S. Bankruptcy Code.

"We are pleased to provide a DIP facility to HMX Group that
provides the Company with the liquidity, time and a runway to
effectuate a transaction that seeks to maximize value for all of
the Company's constituencies - its employees, management,
shareholders, vendors, and the estate," said Andrew H. Moser,
President of Salus Capital.  "HMX Group has our unwavering support
during this critical period and we are delighted that our
transaction will provide them with the necessary resources to run
an efficient and orderly sale process."

HMX Group is a leading tailored clothing company, with a diverse
portfolio of brands, both owned and licensed, that are distributed
through domestic and international retail channels.  The privately
held company is home of men's and women's luxury, specialty and
mainstream apparel brands such as Argyleculture, Austin Reed,
Bobby Jones, Christopher Blue, Hart Schaffner Marx, Hickey
Freeman, Jag Jean, Misook, and Worn.

Since launching in January 2012, Salus has provided loans to 16
companies throughout North America with circumstances ranging from
turnarounds to emerging growth situations.  To date, Salus has
also provided three DIP financings to RoomStore, Inc., StraussAuto
and now HMX Group.

                 About Salus Capital Partners, LLC

Salus Capital -- http://www.saluscapital.com/--
is a provider of senior secured asset-based loans to the small and
middle-market across a variety of industries with additional
complementary financing throughout the capital structure.  Salus
Capital's business strategy also includes providing asset
management services to like-minded institutional investors such as
community banks, insurance companies and private equity / hedge
funds that may lack the infrastructure and dedicated competency
within senior secured lending.


HMX ACQUISITION: No Plans to Lay Off Workers Despite Bankruptcy
---------------------------------------------------------------
Matthew Leonard at InnovationTrail.org reports that the CEO of HMX
Acquisition Corp. said that no job layoffs or closures are
planned, despite the parent company filing for bankruptcy
protection in the U.S. Bankruptcy Court in Manhattan, New York.

According to the report, Doug Williams, the CEO of HMX Group,
spoke with the Innovation Trail's Kate O'Connell.  The report
relates Mr. Williams said, "We're in the midst of recapitalizing
the company, and (so) to do so it required that we go through a
chapter 11 process to allow that to happen, and we have selected a
stalking horse bidder for the purchases of the assets of the
company, and (in) that bidder they will own the intellectual
property and license if back to the company in a long-term basis
to continue to operate the factories and support all our employees
in the United States."

"Our focus is on preserving all the jobs in the United States.
Both factories are very important to us, both in Rochester as well
as Chicago, (NB: HMX Acquisition also owns the Hart Schaffner Marx
brand based which is produced at a site in Chicago), we see it as
a competitive advantage for our company and so at this time there
are no layoffs planned, and we actually expect to continue to grow
our business and eventually add more workers."

"I would say to all of our employees, they know me well and my
focus is again building a great company and preserving the jobs,
so they have my personal commitment to ensure that (that)
happens".

As reported in the Oct. 22 edition of the Troubled Company
Reporter, The Huffington Post said the Company has filed a warning
notice with the U.S. Department of Labor regarding potentially
closing the Rochester plant in December, with 431 jobs at the
plant and 71 jobs at its corporate headquarters in New York
expected to be affected.

HMX Group and HMX Acquisition Corp. are a leading tailored
clothing company, with a diverse portfolio of brands, both owned
and licensed, that are distributed through domestic and
international retail channels.  The privately held company is home
of men's and women's luxury, specialty and mainstream apparel
brands such as Argyleculture, Austin Reed, Bobby Jones,
Christopher Blue, Hart Schaffner Marx, Hickey Freeman, Jag Jean,
Misook, and Worn.  The company has manufacturing based in
Rochester, N.Y.; Des Plaines, Ill.; and Hamilton, Ontario.

HMX Acquisition filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 12-_____) on Friday, estimating under $50,000 in
assets, and liabilities between $50 million to $100 million.

HMX's original parent company, Hartmarx, filed for bankruptcy in
2009 and was acquired by British company Emerisque Brands and the
North American branch of Indian clothing company SKNL.


HMX ACQUISITION: Salus Providing $65-Mil. DIP Credit Loan
---------------------------------------------------------
Salus Capital Partners LLC is providing a $65 million Debtor-in-
Possession Credit Facility to HMX Group.  The DIP financing will
be used by HMX Group to provide working capital as the Company
operates under Chapter 11 of the U.S. Bankruptcy Code.

"We are pleased to provide a DIP facility to HMX Group that
provides the Company with the liquidity, time and a runway to
effectuate a transaction that seeks to maximize value for all of
the Company's constituencies -- its employees, management,
shareholders, vendors, and the estate," said Andrew H. Moser,
President of Salus Capital.  "HMX Group has our unwavering support
during this critical period and we are delighted that our
transaction will provide them with the necessary resources to run
an efficient and orderly sale process."

Salus -- http://www.saluscapital.com/-- is a provider of senior
secured asset-based loans to the small and middle-market across a
variety of industries with additional complementary financing
throughout the capital structure.  Salus Capital's business
strategy also includes providing asset management services to
like-minded institutional investors such as community banks,
insurance companies and private equity/hedge funds that may lack
the infrastructure and dedicated competency within senior secured
lending.

Since launching in January 2012, Salus has provided loans to 16
companies throughout North America with circumstances ranging from
turnarounds to emerging growth situations.  To date, Salus has
also provided three DIP financings to RoomStore, Inc., StraussAuto
and now HMX Group.

Salus' media contact:

          Jen Dowd
          BackBay Communications
          Tel: 617-556-9982, x 225
          E-mail: Jen.Dowd@backbaycommunications.com

HMX Group and HMX Acquisition Corp. are a leading tailored
clothing company, with a diverse portfolio of brands, both owned
and licensed, that are distributed through domestic and
international retail channels.  The privately held company is home
of men's and women's luxury, specialty and mainstream apparel
brands such as Argyleculture, Austin Reed, Bobby Jones,
Christopher Blue, Hart Schaffner Marx, Hickey Freeman, Jag Jean,
Misook, and Worn.  The company has manufacturing based in
Rochester, N.Y.; Des Plaines, Ill.; and Hamilton, Ontario.

HMX Acquisition filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 12-_____) on Friday, estimating under $50,000 in
assets, and liabilities between $50 million to $100 million.

HMX's original parent company, Hartmarx, filed for bankruptcy in
2009 and was acquired by British company Emerisque Brands and the
North American branch of Indian clothing company SKNL.


HOA RESTAURANT: S&P Lowers CCR to 'B-' on Lower Profits
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Atlanta-
based HoA Restaurants Group LLC (Hooters), including the corporate
credit rating, to 'B-' from 'B'. The outlook is stable. "We also
lowered the issue-level ratings on the company's senior secured
notes (issued by HOA Finance Corp.) to 'B-' from 'B'. The recovery
rating on this debt remains unchanged at '4', indicating our
expectation of average recovery (30%-50%) in the event of a
default," S&P said.

"Its rating actions are a result of our lowering our profit
outlook on Hooters in light of higher food costs over the near
term," said Standard & Poor's credit analyst Charles Pinson-Rose.
"The previous rating incorporated profit growth as a result of
cost saving initiatives; Hooters has been successful in this
regard, and has improved labor and other costs. However, higher
food costs have counteracted these efforts, and we believe
profitability will be near current levels in the near term."

"The ratings on Hooters reflect Standard & Poor's view of the
company's financial risk profile as 'highly leveraged.' This is
based on forecasted credit ratios and the company's limited free
cash flow generation relative to debt levels," S&P said.

"The ratings also factor in our downward revision of the company's
business risk assessment to 'vulnerable' from 'weak.' This
assessment incorporates our expectation of weaker profit growth
opportunities as a result higher food costs, and our belief that
Hooters has limited prospects for higher sales, given tepid
economic growth and its participation in the very competitive
casual dining restaurant industry," S&P said.

"The stable outlook reflects our expectation that profitability
will remain near current levels over the near term and that the
company will maintain adequate liquidity. However, if we believed
the company could not maintain adequate liquidity or if the
company's capital structure was not sustainable, we could lower
the rating," S&P said.

"Given the performance trends and industry conditions, a positive
rating action is not a near-term consideration," S&P said.


HOTEL AIRPORT: Javier Scimeca Approved as Financial Consultant
--------------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. States Bankruptcy
Court for the District of Puerto Rico authorized Hotel Airport
Inc. to employ Javier Hernandez Scimeca as financial consultant
and restructuring advisor.  To the best of the Debtor's knowledge,
Mr. Scimeca is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                       About Hotel Airport

Hotel Airport Inc., in San Juan, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 11-06620) on Aug. 5, 2011.
Judge Enrique S. Lamoutte Inclan oversees the case.  Edgardo
Munoz, PSC, in San Juan, P.R., serves as bankruptcy counsel.
Francisco J. Garrido Molina serves as its accountant, and RS&
Associates as external auditors to perform auditing services.  The
Debtor disclosed US$8,547,993 in assets and US$171,169,392 in
liabilities as of the Chapter 11 filing.  The petition was signed
by David Tirri, its president.

The Debtor's plan provides that holders of administrative expense
claims and priority claims will be paid in full on the Plan's
effective date.

The Plan will be substantially funded by the Debtor's assets and
income from the operation of business.  The Plan proposes a merger
between the Debtor/HAI and and its parent, CAF, whereby a single
entity -- CAF -- will emerge.


HOTEL AIRPORT: Plan Outline Hearing Continued until Nov. 27
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
continued until Nov. 27, 2012, at 2 p.m., the hearing to consider
adequacy of the Disclosure Statement explaining Hotel Airport
Inc.'s Chapter 11 Plan.

At the hearing, the Court will also consider the Debtor's motion
to assume an executory contract.

As reported in the Troubled Company Reporter on Jan. 19, 2012,
under the Plan, holders of administrative expense claims and
priority claims will be paid in full on the Plan's effective date.

The Plan will be substantially funded by the Debtor's assets and
income from the operation of business, according to David Tirri,
the Debtor's president.  The Plan also considers the Debtor's
experience and knowledge of the business and specific knowledge of
Debtor's sector of the industry.  The Reorganization process will
take place under the management of Mr. Tirri.

The Plan proposes a merger between the Debtor/HAI and its parent,
CAF, whereby a single entity -- CAF -- will emerge.  HAI's
operations will continue under its present management as a
division of CAF.  The merger will take place upon the Effective
Date of the Plan.  The Debtor submits that the merger will
strengthen HAI's ability to operate and maintain its business.
CAF -- as successor in interest of HAI -- will assume its
obligations maintaining HAI's current assets, which are all
encumbered with secured debts.

Upon the merge with CAF, Mr. Tirri's position will be vice-
president, and general manager for the hotel operations, with his
compensation remaining at $15,000 per month in salary, plus
$10,000 per month for expenses.  Other insiders which may from
time to time be part of the management, due to their positions
with CAF are CAF's stockholders Anthony C. Tirri, Jean Tirri, and
Justin Tirri, with only Anthony C. Tirri receiving compensation of
$5,000 per month.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/HOTELAIRPORT_DS_Dec092011.pdf

                       About Hotel Airport

Hotel Airport Inc., in San Juan, Puerto Rico, filed for Chapter 11
bankruptcy (Bankr. D. P.R. Case No. 11-06620) on Aug. 5, 2011.
Judge Enrique S. Lamoutte Inclan oversees the case.  Edgardo
Munoz, PSC, in San Juan, P.R., serves as bankruptcy counsel.
Francisco J. Garrido Molina serves as its accountant, and RS&
Associates as external auditors to perform auditing services.  The
Debtor disclosed US$8,547,993 in assets and US$171,169,392 in
liabilities as of the Chapter 11 filing.  The petition was signed
by David Tirri, its president.

The Debtor's plan provides that holders of administrative expense
claims and priority claims will be paid in full on the Plan's
effective date.

The Plan will be substantially funded by the Debtor's assets and
income from the operation of business.  The Plan proposes a merger
between the Debtor/HAI and and its parent, CAF, whereby a single
entity -- CAF -- will emerge.


HYLAND SOFTWARE: Moody's Affirms 'B2' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Hyland Software, Inc.'s B2
corporate family rating ("CFR") and revised the outlook for the
company's ratings to stable from negative following Hyland's plan
to reduce the previously proposed dividend to shareholders to $95
million from $268 million. Moody's had assigned ratings to
Hyland's new credit facilities in conjunction with the then
proposed dividend recapitalization on October 11, 2012. Under the
revised plan, Hyland is upsizing its proposed first lien term loan
facility to $375 million from the initially proposed $320 million
and is canceling its proposed $235 million second lien credit
facility due to the smaller distribution to shareholders. As a
result of the changes in the proposed capital structure, notably,
the elimination of the 2nd lien debt, Moody's lowered the rating
for Hyland's first lien credit facilities to B2, from Ba3. The
change in the outlook to stable from negative reflects Hyland's
stronger credit metrics and greater financial flexibility with
more moderate levels of debt relative to the previously proposed
recapitalization.

Ratings Rationale

Hyland's total debt-to-EBITDA leverage (Moody's adjusted and pro
forma for the dividend recapitalization) is expected to be 4.7x
under the revised terms, compared to about 7.0x in the previously
proposed structure (but 1.3x higher than actual debt leverage at
June 2012). Even though Hyland will have less leveraged balance
sheet under the revised financing plan, Moody's expects the
company's financial policies to remain aggressive under its
financial sponsors. The B2 rating additionally considers Hyland's
high business risks resulting from its modest operating scale
relative to some of its substantially larger and financial
stronger competitors, and its limited product portfolio focused on
a niche segment within the Enterprise Content Management (ECM)
software market.

The B2 CFR is supported by Hyland's competitive market position in
the mid-market segment, and its well-regarded industry verticals-
focused product offerings in a growing ECM software market.
Hyland's credit profile benefits from the predictability of its
revenues. Approximately 51% of the company's revenue for LTM
August 2012 were highly recurring in nature and it has low
customer revenue concentration. The rating is further supported by
Hyland's good revenue growth prospects and Moody's expectations
that the company's leverage will progressively decline and that it
will produce growing levels of free cash flow.

The stable outlook reflects Moody's expectation that Hyland will
maintain its competitive market position and generate organic
revenue growth in the mid-single digits percentages. The outlook
incorporates Moody's expectation that Hyland will continue its
vertical-market expansion strategy through small-size
acquisitions.

Given Hyland's modest scale, narrow market focus, and increasing
financial risk tolerance, a ratings upgrade is unlikely in the
next 12 to 18 months. However, to the extent that the company is
able to increase its profitability over time while maintaining a
conservative and predictable leverage profile, Hyland's ratings
could be upgraded.

Moody's could downgrade Hyland's ratings if the company's
operating performance deteriorates as evidenced by weak license
sales and operating cash flow generation. Specifically, Hyland's
ratings could be downgraded if Moody's believes that the company's
Total Debt-to-EBITDA (Moody's adjusted) leverage is unlikely to
decline to less than 6.0x or its free cash flow remains in the low
single digit percentages of total debt for an extended period of
time. Additionally, deterioration in liquidity, or a material
degradation in the company's business or financial risk profile
resulting from a large, transformative acquisition could trigger a
downgrade.

Moody's has taken the following ratings actions:

Issuer: Hyland Software, Inc.

  Corporate Family Rating -- B2, Affirmed

  Probability of Default Rating -- B3, lowered from B2

  $20 Million Senior Secured Revolving Credit Facility due 2017
  -- B2 (LGD3, 35%), lowered from Ba3 (LGD 2, 27%)

  $375 Million (being upsized from $320 million) Senior Secured
  First Lien Term Loan due 2019 -- B2 (LGD3, 35%), lowered from
  Ba3 (LGD 2, 27%)

  $235 Million Senior Secured Second Lien Term Loan due 2020 --
  To be withdrawn, previously Caa1, LGD5 (82%)

  Outlook -- Changed to Stable from Negative

The principal methodology used in rating Hyland Software, Inc. was
the Global Software Industry Methodology published in October
2012. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Westlake, OH, Hyland Software, Inc. provides
Enterprise Content Management software solutions to enterprise
customers. Private equity firm Thoma Bravo owns a majority equity
interest in the company.


HYLAND SOFTWARE: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Westlake, Ohio-based Hyland Software Inc. and
revised the outlook to positive.

"We also assigned a 'B' issue-level rating to the proposed $375
million first-lien term loan. We also assigned this debt a
recovery rating of '3', indicating expectations of meaningful (50%
to 70%) recovery of principal in the event of a payment default,"
S&P said.

"We are withdrawing the 'B' issue-level rating and recovery rating
of '3' from the previously proposed $320 million first-lien term
loan and the 'CCC+' issue-level rating and '6' recovery rating
from the previously proposed $235 million second-lien term loan.
The 'B' issue-level rating and the '3' recovery rating on the $20
million senior secured revolver are unchanged," S&P said.

"The rating reflects our view of Hyland's limited operational
scale and relatively modest competitive position, with respect to
much larger competitors with significantly more resources in the
fragmented enterprise content management (ECM) industry," said
Standard & Poor's credit analyst Jacob Schlanger.

"The company's predictable recurring revenue stream, stemming from
high license renewal rates and favorable business segment growth,
provides rating stability. We view Hyland's business risk as
"weak" and its financial risk profile as 'aggressive,'" S&P said.

"Hyland provides ECM software solutions that enable organizations
to manage, control, and share unstructured (text, images, e-mails,
and digital content) and structured content (information that is
organized). The company generally targets middle-market
businesses. Its products are tailored to specific users and
vertical markets, with a particular focus on health care, but also
caters to the financial services, government, and higher-education
sectors," S&P said.

"Hyland's outlook is positive, reflecting the need to demonstrate
that its financial policies will continue and lead to a drop in
leverage in the next 12 months to about prior levels. The company
has demonstrated a more aggressive policy than in the past and is
now paying a second dividend in less than a year, albeit pared
back from earlier proposed levels. We could raise the rating if
Hyland demonstrates modest acquisition activity over the next year
and does not pay any more dividends, enabling leverage to drop
back to the low- to mid-4x levels, which still would be at the
high end of the range that the company has operated at over the
past few years. We would revise the outlook to stable if leverage
doesn't fall from current levels because of acquisitions or
dividends, or if pricing pressure related to increased competition
in the marketplace or a weak economy result in margin erosion,"
S&P said.


IGNITE RESTAURANT: Gets Sr. Sec. Credit Waiver Until Nov. 15
------------------------------------------------------------
Ignite Restaurant Group, Inc. has received a waiver through Nov.
15, 2012 from the lenders under its senior secured credit
facility, whereby the lenders agreed to waive the rights and
remedies under the credit agreement arising from the delay in the
Company filing its Quarterly Reports on Form 10-Q required to be
filed with the Securities and Exchange Commission.  The waiver was
granted to provide the Company with additional time to complete
the review of the Company's historical accounting for fixed assets
and related depreciation.  The Company expects to file its
Quarterly Reports upon completion of the accounting review and the
restatement of its previously issued financial statements.

The Company has also received a notice from Nasdaq indicating that
Nasdaq has granted the Company's request for an exception to
Listing Rule 5250(c)(1) in connection with the delay in the filing
of its Quarterly Report on Form 10-Q for the second quarter ended
June 18, 2012.  The exception is conditioned upon the Company
filing the Form 10-Q on or before Nov. 16, 2012.

The Company will host a conference call to discuss the completion
of the Company's accounting review and the restatement of its
previously issued financial statements, as well as second quarter
and third quarter 2012 results, on Oct. 30, 2012 at 5:00 PM
Eastern Time.

The Company previously disclosed that following an internal
assessment of its lease accounting policies, it had determined it
necessary to correct non-cash related errors related to its
accounting treatment of certain leases.  The Company also
commenced a detailed review of its historical accounting for fixed
assets and related depreciation expense in prior periods as a
private company.

                    Conference Call Information

The conference call can be accessed live over the phone by dialing
888-487-0340 or for international callers by dialing 719-325-2333.
A replay will be available one hour after the call and can be
accessed by dialing 877-870-5176 or 858-384-5517 for international
callers; the password is 4748736.  The replay will be available
until Nov. 6, 2012.  The call will also be webcast live from the
Company's website at http://www.igniterestaurants.com/under the
"Investors" section.

                   About Ignite Restaurant Group

Ignite Restaurant Group, Inc. owns and operates two restaurant
brands, Joe's Crab Shack and Brick House Tavern + Tap. Each brand
offers a variety of high-quality, chef-inspired food and beverages
in a distinctive, casual, high-energy atmosphere. Joe's Crab Shack
and Brick House Tavern + Tap operate in a diverse set of markets
across the United States.


IMC HOME: Moody's Lowers Rating on Cl. M-2 Loans to 'B2'
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of five
tranches from two subprime RMBS transactions issued by IMC, backed
by Subprime loans.

Ratings Rationale

The actions are a result of the recent performance review of
Subprime pools originated before 2005 and reflect Moody's updated
loss expectations on these pools.

The methodologies used in these ratings were "Moody's Approach to
Rating US Residential Mortgage-Backed Securities" published in
December 2008 and "Pre-2005 US RMBS Surveillance Methodology"
published in January 2012.

The rating actions reflect recent collateral performance and
detailed analysis of timing and amount of credit enhancement
released due to step-down. This individual pool level analysis
incorporates performance variations across the different pools and
the structure of the transaction.

The above mentioned approach "Pre-2005 US RMBS Surveillance
Methodology" is adjusted slightly when estimating losses on pools
left with a small number of loans to account for the volatile
nature of small pools. Even if a few loans in a small pool become
delinquent, there could be a large increase in the overall pool
delinquency level due to the concentration risk. To project losses
on pools with fewer than 100 loans, Moody's first estimates a
"baseline" average rate of new delinquencies for the pool that is
dependent on the vintage of loan origination (11% for all vintages
2004 and prior). The baseline rates are higher than the average
rate of new delinquencies for larger pools for the respective
vintages.

Once the baseline rate is set, further adjustments are made based
on 1) the number of loans remaining in the pool and 2) the level
of current delinquencies in the pool. The volatility of pool
performance increases as the number of loans remaining in the pool
decreases. Once the loan count in a pool falls below 75, the rate
of delinquency is increased by 1% for every loan less than 75. For
example, for a pool with 74 loans from the 2004 vintage, the
adjusted rate of new delinquency would be 11.11%. In addition, if
current delinquency levels in a small pool is low, future
delinquencies are expected to reflect this trend. To account for
that, the rate calculated above is multiplied by a factor ranging
from 0.85 to 2.25 for current delinquencies ranging from less than
10% to greater than 50% respectively. Delinquencies for subsequent
years and ultimate expected losses are projected using the
approach described in the methodology publication listed above.

When assigning the final ratings to senior bonds, in addition to
the methodologies described above, Moody's considered the
volatility of the projected losses and timeline of the expected
defaults. For bonds backed by small pools, Moody's also considered
the current pipeline composition as well as any specific loss
allocation rules that could preserve or deplete the
overcollateralization available for the senior bonds at different
pace.

The above methodology only applies to pools with at least 40 loans
and a pool factor of greater than 5%. Moody's may withdraw its
rating when the pool factor drops below 5% and the number of loans
in the pool declines to 40 loans or lower unless specific
structural features allow for a monitoring of the transaction
(such as a credit enhancement floor).

The primary sources of assumption uncertainty are Moody's central
macroeconomic forecast and performance volatility as a result of
servicer-related activity such as modifications. The unemployment
rate fell from 9.0% in September 2011 to 7.8% in September 2012.
Moody's expects unemployment rate to stay between 7.5% to 8.5% in
2013. Moody's expects housing prices to remain stable through the
remainder of 2012 before gradually rising towards the end of 2013.
Performance of RMBS continues to remain highly dependent on
servicer activity such as modification-related principal
forgiveness and interest rate reductions. Any change resulting
from servicing transfers or other policy or regulatory change can
also impact the performance of these transactions.

Complete rating actions are as follows:

Issuer: IMC Home Equity Loan Pass-Through Certificates, Series
1998-5

A-5, Downgraded to Ba1 (sf); previously on Mar 9, 2011 Downgraded
to Baa1 (sf)

A-6, Downgraded to Ba1 (sf); previously on Mar 9, 2011 Downgraded
to A3 (sf)

Issuer: IMC Home Equity Loan Trust 1997-3

M-1, Downgraded to B1 (sf); previously on Mar 9, 2011 Downgraded
to Ba1 (sf)

M-2, Downgraded to B2 (sf); previously on Mar 9, 2011 Downgraded
to Ba2 (sf)

A-6, Downgraded to Ba1 (sf); previously on Mar 9, 2011 Downgraded
to Baa2 (sf)

A list of these actions including CUSIP identifiers may be found
at http://moodys.com/viewresearchdoc.aspx?docid=PBS_SF304050

A list of updated estimated pool losses, sensitivity analysis, and
tranche recovery details is being posted on an ongoing basis for
the duration of this review period and may be found at:

http://www.moodys.com/viewresearchdoc.aspx?docid=PBS_SF237255


INDIANAPOLIS DOWNS: Clash Over Sale to Centaur Continues
--------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
Centaur Gaming will have to wait until at least next week to find
out whether a bankruptcy judge will sign off on its $500 million
purchase of rival casino and racetrack operator Indianapolis
Downs.

                     About Indianapolis Downs

Indianapolis Downs LLC operates Indiana Live --
http://www.indianalivecasino.com/-- a combined race track and
casino at a state-of-the-art 283 acre Shelbyville, Indiana site.
It also operates two satellite wagering facilities in Evansville
and Clarksville, Indiana.  Total revenue for 2010 was $270
million, representing an 8.7% increase in 2009.  The casino
captured 53% of the Indianapolis market share.

In July 2001, Indianapolis Downs was granted a permit to conduct a
horse track operation in Shelvyville, Indiana, and started
operating the track in 2002.  It was granted permission to operate
the casino at the racetrack operation in May 2007.  The casino
began operations in July 2010.

Indianapolis Downs and subsidiary, Indianapolis Downs Capital
Corp., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-11046) in Wilmington, Delaware, on April 7, 2011.  Indianapolis
Downs estimated $500 million to $1 billion in assets and up to
$500 million in debt as of the Chapter 11 filing.  According to a
court filing, the Debtor owes $98,125,000 on a first lien debt. It
also owes $375 million on secured notes and $72.6 million on
subordinated notes.

Matthew L. Hinker, Esq., Scott D. Cousins, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP in Wilmington,
Delaware, have been tapped as counsel to the Debtors. Christopher
A. Ward, Esq., at Polsinelli Shughart PC, in Wilmington, Delaware,
is the conflicts counsel. Lazard Freres & Co. LLC is the
investment banker. Bose Mckinney & Evans LLP and Bose Public
Affairs Group LLC serve as special counsel. Kobi Partners, LLC,
is the restructuring services provider. Epiq Bankruptcy
Solutions is the claims and notice agent.


INNER CITY: Seeks Extension to File Creditor-Payment Plan
---------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that Inner
City Media Inc. is seeking a 31-day extension to file its
creditor-repayment plan while it works to complete the sale of its
radio stations to its senior lenders.

                         About Inner City

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under 11
U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of
Inner City Media because an insufficient number of persons holding
unsecured claims against the Debtor has expressed interest in
serving on a committee.


ISTAR FINANCIAL: Has $1.8 Billion Credit Facility with JPMorgan
---------------------------------------------------------------
iStar Financial Inc. entered into a $1.82 billion senior secured
credit facility due Oct. 15, 2017, with JPMorgan Chase Bank, N.A.,
as administrative agent, Barclays Bank PLC, as syndication agent,
Bank of America, N.A., as documentation agent, and J.P. Morgan
Securities LLC and Barclays Bank PLC, as joint physical
bookrunners and, together with Merrill Lynch, Pierce, Fenner &
Smith Incorporated., as joint lead arrangers and bookrunners.  The
New Credit Facility bears interest at a rate of LIBOR plus 4.50%,
with a 1.25% LIBOR floor, and was issued at 99.0% of par.
Proceeds from the New Credit Facility will be used to refinance
the remaining balances of the Company's existing 2011 A-1/A2
secured credit facilities.

Outstanding borrowings under the New Credit Facility are
collateralized by a first lien on a fixed pool of approximately
$2.29 billion of assets, with required minimum collateral coverage
of not less than 125% of outstanding borrowings.  If collateral
coverage is less than 137.5% of outstanding borrowings, 100% of
the proceeds from principal repayments and sales of collateral
will be applied to repay outstanding borrowings under the New
Credit Facility.  For so long as collateral coverage is between
137.5% and 150% of outstanding borrowings, 50% of proceeds from
principal repayments and sales of collateral will be applied to
repay outstanding borrowings under the New Credit Facility and for
so long as collateral coverage is greater than 150% of outstanding
borrowings, the Company may retain all proceeds from principal
repayments and sales of collateral.  The New Credit Facility
contains certain covenants relating to the collateral and
restrictions on dividends, among other matters, but does not
contain corporate level financial covenants such as minimum net
worth, fixed charge coverage or minimum unencumbered assets
covenants.

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

                        http://is.gd/I3PFFk

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company reported a net loss of $25.69 million in 2011,
compared with net income of $80.20 million in 2010.

The Company's balance sheet at June 30, 2012, showed $7.18 billion
in total assets, $5.71 billion in total liabilitieas and
$1.47 billion in total equity.

                           *     *     *

In March 2012, Fitch affirmed the company's 'B-' issuer default
rating.  The IDR affirmation is based on a manageable debt
maturity profile of the company, pro forma for the recently-
consummated secured financing that extends certain of the
company's debt maturities, relieving the overhang of significant
unsecured debt maturities in 2012 and 2013.  While this 2012
financing does not reduce the amount of total debt outstanding,
the company's debt maturity profile is more manageable over the
next two years, with only 48% of debt maturing pro forma, down
from 61%.  Given the mild improvement in commercial real estate
fundamentals and value stabilization, the company's loan and real
estate owned portfolio performance will likely improve going
forward, which should increase the company's ability to repay
upcoming indebtedness.

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial Inc.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


JAYHAWK ENERGY: Had $30,500 Net Loss in June 30 Quarter
-------------------------------------------------------
JayHawk Energy, Inc., reported a net loss of $30,535 on $112,359
of total revenue for the three months ended June 30, 2012,
compared with a net loss of $311,607 on $52,732 of total revenue
for the three months ended June 30, 2011.

For the nine months ended June 30, 2012, the Company had a net
loss of $968,425 on $439,811 of total revenue, compared with a net
loss of $1.1 million on $224,087 of total revenue for the nine
months ended June 30, 2011.

The Company's balance sheet at June 30, 2012, showed $4.7 million
in total assets, $2.9 million in total liabilities, and
shareholders' equity of $1.8 million.

A copy of the Form 10-Q is available at http://is.gd/IZC95u

Coeur d'Alene, Idaho-based JawHawk Energy, Inc., and its wholly
owned subsidiary, is engaged in the acquisition, exploration,
development, production and sale of natural gas, crude oil and
natural gas liquids primarily from conventional reservoirs within
North America.  The Company incorporated in Colorado on April 5,
2004, as Bella Trading Company, Inc.

                         *     *     *

DeCoria, Maichel & Teague, PS, in Spokane, Washington, expressed
substantial doubt about JawHawk Energy's ability to continue as a
going concern, following its audit of the Company's financial
statements for the fiscal year ended Sept. 30, 2011.  The
independent auditors noted that the Company has incurred
substantial losses, has negative working capital and has an
accumulated deficit.




K-V PHARMACEUTICAL: Has Access to Cash Collateral Until Nov. 21
---------------------------------------------------------------
The Bankruptcy Court approved a stipulation extending K-V
Pharmaceutical Company and its affiliates' authorization to use
cash collateral through and including Nov. 21, 2012, unless that
authority is terminated in accordance with the terms and
conditions set forth in the Final Cash Collateral Order.

The Bankruptcy Court previously entered an agreed interim order on
Aug. 10, 2012, which, among other things, authorized the Debtors'
use of their cash collateral.  On Sept. 14, 2012, the Bankruptcy
Court authorized the Debtors to use their cash collateral through
and including Oct. 18, 2012.

                      About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4 filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead
Case No. 12-13346, under K-V Discovery Solutions Inc.) to
restructure their financial obligations.

K-V has retained the services of Willkie Farr & Gallagher LLP as
bankruptcy counsel, Williams & Connolly LLP as special litigation
counsel, and SNR Denton as special litigation counsel.  In
addition, K-V has retained Jefferies & Co., Inc., as financial
advisor and investment banker.  Epiq Bankruptcy Solutions LLC is
the claims and notice agent.

The U.S. Trustee appointed five persons to serve in the Official
Committee of Unsecured Creditors.


KEOWEE FALLS: Says Sale Closed; Plan and Outline to be Filed
------------------------------------------------------------
Keowee Falls Investment Group, LLC, asks the U.S. Bankruptcy Court
for the District of South Carolina to deny the U.S. Trustee's
motion to convert the Debtor's case to one under Chapter 7 of the
Bankruptcy Code.

As reported in the Troubled Company Reporter on Oct. 10, 2012,
W. Clarkson McDow, Jr., U.S. Trustee for Region 4, told the Court
that the Debtor's disclosure statement and plan were due Aug. 29,
2012, pursuant to SCBLR 3016-1(a), but the Debtor has not filed
the disclosure statement and plan.

The Debtor has represented that it has approximately $165,000 in
cash once all sales are closed.  The schedules show unsecured
claims in the amount of $214,661.

According to the Debtor, cause does not exist to grant the U.S.
Trustee's motion because the sales of its assets as approved by
the Court have closed, and it is in the process of completing its
Disclosure Statement and Plan of Liquidation.

                About Keowee Falls Investment Group

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

In its amended schedules, the Debtor disclosed $32,671,753 in
assets and $19,913,844 in liabilities as of the Chapter 11 filing.

The Court authorized the Debtor to (i) sell substantially all of
the assets; and (ii) assume and assign certain designated
unexpired leases and executory contracts to Worthington Hyde
Partners-II, L.P., pursuant to an asset purchase agreement.


KRONOS INC: Moody's Rates New Secured Revolver Debt 'Ba3'
---------------------------------------------------------
Moody's Investors Service affirmed Kronos Incorporated's B2
corporate family rating ("CFR") and probability of default rating,
and assigned Ba3 and Caa1 ratings to the company's proposed first
and second lien credit facilities. The company will use net
proceeds from the new credit facilities and about $50 million of
cash on hand to refinance existing debt and pay approximately $538
million in dividends to its shareholders. Moody's revised the
rating outlook to negative reflecting the company's elevated
financial risk profile and aggressive financial policies which
will result in a material erosion in the company's financial
flexibility. Moody's will withdraw the ratings for Kronos'
existing credit facilities upon repayment of debt and cancellation
of the facilities.

Ratings Rationale

Pro forma for the proposed dividend recapitalization, Kronos'
leverage (Moody's adjusted total debt-to-LTM June EBITDA) will
increase to about 7.4x from 5.4x. While Kronos' leverage will
deteriorate and temporarily exceed the expected range for the B2
CFR, Moody's affirmed Kronos' rating to reflect the company's
solid track record of organic revenue and operating cash flow
growth. Moody's expects Kronos' debt-to-EBITDA leverage to decline
to close to 6.0x by the end of 2013, driven by revenue growth of
about 5% to 6% (Moody's estimates) and modest term loan
repayments. Although Kronos' interest expense will increase
significantly, Moody's expects the company to generate free cash
flow in the mid single digit percentages of total debt while
maintaining its current levels of R&D and capital expenditure
outlays.

Moody's analyst Raj Joshi said, "Although near term risks are
alleviated by Kronos' strong track record of execution, growing
market and the company's free cash flow prospects, a highly
leveraged balance sheet will limit Kronos' financial flexibility
in the intermediate term." He added, "The risks are especially
pronounced as larger enterprise resource management software
vendors are strengthening their Human Capital Management (HCM)
offerings and new competitors with cloud-based models are
challenging existing vendors and business models."

The B2 CFR reflects Kronos' high leverage and its moderate scale
relative to the more diversified peer enterprise software
companies, some of which have significantly stronger financial
profiles. The rating also consider Kronos' high geographic and
product line concentration, and the intensely competitive
operating environment in the HCM market. The rating is supported
by Kronos' leading market position in the niche workforce
management (WFM) applications segment of the HCM market and a
growing market for WFM solutions. Kronos's credit profile benefits
from its large and diversified installed base of enterprise
clients and its high levels of recurring maintenance and
subscription revenue which provide good revenue and cash flow
visibility. The rating is further supported by the company's good
liquidity and good business execution that has resulted in
sustained growth in revenue and EBITDA.

The negative outlook reflects Kronos' high leverage and limited
flexibility to absorb execution missteps and external challenges,
or pursue acquisitions, at least over the next few quarters.

Given the company's high leverage Moody's does not anticipate a
rating upgrade in the near-to-intermediate term.

Kronos' rating or outlook could be lowered if Moody's believes
that the company is unlikely to reduce and sustain total debt-to-
EBITDA leverage below 6.0x or free cash flow/Debt ratio in excess
of 5% of total debt. The rating could be downgraded if revenue
growth weakens as a result of competitive pressure or execution
challenges, or EBITDA margins deteriorate, leading to an erosion
in liquidity and operating cash flow.

Moody's has taken the following actions:

Issuer: Kronos Incorporated

  Corporate Family Rating -- Affirmed B2

  Probability of Default Rating -- Affirmed B2

  New Senior Secured Revolver Credit Facility due October 2017
  -- Assigned, Ba3, LGD2 (29%)

  New 1st Lien Term Loan due October 2019 -- Assigned, Ba3, LGD2
  (29%)

  New 2nd Lien Term Loan due April 2020 -- Assigned, Caa1, LGD5
  (83%)

The following ratings will be withdrawn upon the closing of the
refinancing:

   Senior Secured Revolver Credit Facility due June 2017 -- B1,
   LGD3 (36%)

   Senior Secured Revolver Credit Facility (extended tranche) due
   June 2016 -- B1, LGD3 (36%)

   1st Lien Term Loan due June 2014 -- B1, LGD3 (36%)

   1st Lien Term Loan (extended tranche) due June 2017 -- B1,
   LGD3 (36%)

   $370 million 1st Lien Incremental Term Loan due December 2017
   -- B1, LGD3 (36%)

   2nd Lien Term Loan due June 2015 -- Caa1, LGD5 (88%)

   2nd Lien Term Loan (extended tranche) due June 2018 -- Caa1,
   LGD5 (88%)

Outlook: Changed to Negative from Stable

The principal methodology used in rating Kronos Incorporated was
the Global Software Industry Methodology published in October
2012. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Chelmsford, MA, Kronos provides human capital
management solutions to enterprise customers. Kronos was taken
private by private equity firms Hellman & Friedman and JMI Equity
in 2007.


LEHMAN BROTHERS: Cantor Is Chief Gen. Counsel; Grossman to LBSF
---------------------------------------------------------------
Lehman Brothers Holdings Inc. (LBHI) disclosed that it has named
Matthew Cantor, a prominent bankruptcy attorney and investment
manager, as its Executive Vice President of Legal Affairs and
Chief General Counsel.  Cantor will step down as a director on the
board of Lehman Brothers Special Finance (LBSF) and be replaced by
Ken Grossman, an accomplished veteran investor in troubled and
distressed credit products and special situations.

In this newly created role, Cantor will head the legal department,
coordinate the company's legal functions and oversee all
litigation matters, bringing his proactive and strategic approach
to the many complex legal matters in which the company is
involved.

"The LBHI Board has been very clear in its objective to obtain the
best results possible for creditors, negotiating settlements when
possible and vigorously pursuing litigation when justified and
necessary," said Cantor.  "The broad scope and complex nature of
the pending legal issues present a compelling opportunity, and I
look forward to working with the outstanding lawyers at the
company."

John Suckow, LBHI's President and CEO, said: "Matt Cantor is an
outstanding lawyer and strategic thinker.  His insight and
experience will be important as we continue our aggressive efforts
to maximize asset values and mitigate claims."

Cantor has been a partner at the law firms of Weil, Gotshal &
Manges and Kirkland & Ellis, and during his legal career has
represented debtors, creditors and investors in bankruptcy cases
and workouts.  Most recently, he was a founding principal of
Normandy Hill Capital, an investment manager focusing on
distressed, event-driven credit and special situations.

Ken Grossman, who has joined the LBSF board in Cantor's place,
previously served as President and a Director of Signature Group
Holdings, Inc. and as a Managing Director at Ramius, LLC, an $11
billion multi-strategy fund.  He was also a member of the
Management Committee at Del Mar Asset Management and a portfolio
manager at Alpine Associates and Balfour Investors.

Suckow added: "We are fortunate to have been able to attract a
director at LBSF with Ken's experience and investment and legal
acumen."

Ken is currently a director of T-Ink, Inc., a leading developer of
interactive and conductive inks.  He has served on numerous
creditor and shareholder committees and holds a Juris Doctorate
degree from the National Law Center at George Washington
University.

                       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: Judge Dismisses Key Claims in Class Action
-----------------------------------------------------------
A federal judge dismissed some key claims in a class action
lawsuit against former officers of Lehman Brothers Holdings Inc.,
including claims based on overvalued real estate and repurchase
agreements known as Repo 105, Bloomberg News reported.

The California plaintiffs, seven public entities and an insurance
company can proceed with limited claims against some former
executives including ex-Chairman Richard Fuld, according to an
opinion filed by U.S. District Judge Lewis Kaplan in Manhattan on
October 15.

The California entities, which purchased Lehman securities from
October 25, 2004, through March 31, 2008, accused management of
misleading investors about key aspects of the company's business,
Bloomberg News reported.

Judge Kaplan found that there was sufficient evidence for the
lawsuit to stand only for a few specific instances of
misrepresentations, including a Dec. 13, 2007 annual report from
Lehman and a Nov. 6, 2007 executive committee meeting.

"The examiner's report concluded that a trier of fact could find
that Repo 105 transactions were used to create a materially
misleading picture of Lehman's financial condition beginning in
late 2007," the federal judge said in the ruling.

Mr. Fuld will also have to face allegations that he fraudulently
gifted a Florida residence to his wife for $100 in November 2008,
Bloomberg News reported.

The case is In re: Lehman Brothers Securities and ERISA
Litigation, U.S. District Court, Southern District of New York,
No. 08-05523.

                       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.


LENCO MOBILE: Had Net Loss of $2.2-Mil. in First Quarter
--------------------------------------------------------
Lenco Mobile Inc. reported a net loss of $2.2 million on
$4.1 million of revenue for the three months ended March 31, 2012,
compared with a net loss of $4.1 million on $2.4 million of
revenue for the same period last year.

The Company's balance sheet at March 31, 2012, showed
$37.3 million in total assets, $18.2 million in total liabilities,
and stockholders' equity of $19.1 million.

As reported in the TCR on July 5, 2012, Peterson Sullivan LLP, in
Seattle, Washington, expressed substantial doubt about Lenco
Mobile's ability to continue as a going concern, following its
auditor of the Company's financial statements for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has experienced recurring losses from operations and
negative cash flows from operating activities.

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

Seattle, Washington-based Lenco Mobile Inc. is a global provider
of proprietary mobile messaging and mobile web solutions to large
enterprises and marketing agencies.


LENNAR: Moody's Lifts CFR to 'Ba3'; Sr. Notes Rating to 'B1'
------------------------------------------------------------
Moody's Investors Service upgraded Lennar's corporate family
rating and probability of default rating to Ba3 from B1, and the
ratings on the company's senior unsecured and convertible senior
notes to B1 from B2. At the same time, Moody's assigned a B1
rating to Lennar's proposed $350 million of senior unsecured notes
due 2022, proceeds from which will be used for working capital and
for general corporate purposes, which may include acquisitions or
repurchases of some of the company's outstanding senior notes. The
speculative grade liquidity assessment is
SGL-2, and the ratings outlook is stable.

The following rating actions were taken:

Corporate family rating, upgraded to Ba3 from B1;

Probability of default rating, upgraded to Ba3 from B1;

Existing senior unsecured notes, upgraded to B1, LGD4-60% from B2,
LGD4-61%;

Existing convertible senior notes, upgraded to B1, LGD4-60% from
B2, LGD4-61%;

Proposed new $350 million of senior unsecured notes due 2022,
assigned a B1 LGD4-60%;

Speculative grade liquidity assessment, affirmed at SGL-2;

Ratings outlook is stable.

Ratings Rationale

The ratings upgrade for Lennar reflects the company's improving
operating performance, which Moody's expects to continue,
including an expanding revenue base, growing gross margins,
sustainable net income generation, and Moody's expectation that
the homebuilding industry will continue demonstrating modest
growth over the intermediate term, in terms of both demand and
pricing, allowing the company to generate stronger credit metrics.
The company has been enjoying solid growth during the current
recovery and was the first homebuilder to benefit from the
reversal of the deferred tax valuation reserve, which enhanced its
net worth and reduced its homebuilding debt leverage.

The Ba3 corporate family rating is supported by the company's
industry-leading gross margins, its strong earnings performance in
a weak housing environment, the slimming down of its joint venture
activities into a relatively few (for Lennar) critical land
ventures, the substantial tangible equity base, and one of the
homebuilding industry's more transparent disclosures of off-
balance sheet activities. The company has been able to stretch out
a heavy debt maturity schedule during a time of uncertain market
access through successful, multiple equity and debt issuances,
nearly eliminate its formerly outsized recourse joint venture debt
exposure, and generate net income even as the majority of its
peers continued to rack up losses.

At the same time, Lennar's ratings incorporate its elevated
adjusted homebuilding debt leverage, which is a pro forma 56.8% as
of August 31, 2012, the expectation of negative cash flow from
operations over the next 12 to 18 months, the long land position,
the still-substantial, albeit greatly reduced, total (as opposed
to recourse) debt at its joint venture operations, and its high
proportion of speculative construction.

Lennar's liquidity is supported by its pro forma $1 billion
unrestricted cash position at August 31, 2012, full availability
under its senior unsecured revolving credit facility due 2015, the
aggregate commitment for which has recently been increased to $500
million, the availability of about $100 million at August 31, 2012
under its various letter of credit facilities aggregating $400
million, and adequate to healthy headroom under its covenants.

The stable outlook reflects Moody's expectation that homebuilding
industry conditions will remain favorable over the next 12 to 18
months, allowing the company to yield solid operating growth, and
that the company will whittle down its currently elevated debt
leverage.

The ratings could benefit if the company continues to generate
positive and growing net income, resumes growing its free cash
flow, continues to strengthen its liquidity, and, most
importantly, drives its debt leverage sustainably below 45%.

The outlook and/or ratings could come under pressure if the
economic backdrop suddenly and significantly takes a turn for the
worse; the company returns to generating more than modestly
negative net income; impairments were again to rise materially;
the company were to experience even sharper-than-expected
reductions in its trailing 12-month free cash flow generation;
and/or adjusted debt leverage were to approach 60% on a sustained
basis.

The considerable proportion of secured land purchase and recourse
off-balance sheet debt within the capital structure is the reason
for the one notch difference between Lennar's corporate family
rating and the rating on its unsecured notes.

The principal methodology used in rating Lennar was the Global
Homebuilding Industry Methodology published in March 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.

Founded in 1954 and headquartered in Miami, Florida, Lennar is one
of the country's largest homebuilders. The company has a presence
in 16 states and specializes in the sale of single-family homes
for first-time, move-up and active adult buyers. Lennar also
invests in distressed real estate assets and provides mortgage
financing to its customers. Total revenues and consolidated net
income for the last twelve months ending August 31, 2012 were
approximately $3.7 billion and $585 million, respectively.


LEVER DEVELOPMENT: Loses Bid to Stop Involuntary Chapter 7
----------------------------------------------------------
Lever Development, LLC, failed in its bid to challenge an
involuntary chapter 7 petition filed against it by Laushine
Enterprises, LLC, Harvey Building Products, and West Gloucester
Capital, LLC.

Lever had argued that the claim held by WGC is subject to bona
fide dispute.  Bankruptcy Judge Melvin S. Hoffman, however, held
that Lever has failed to carry its burden that the claim of WGC is
subject to a bona fide dispute.

Section 303(b) of the Bankruptcy Code provides that an involuntary
petition may be filed by three creditors who hold claims that (a)
are not contingent as to liability or the subject of bona fide
dispute as to liability or amount, and (b) aggregate at least
$14,425.  It is conceded that Laushine and Harvey hold undisputed
claims against Lever that exceed, in the aggregate, $14,425.

The Bankruptcy Court has earlier ruled that WGC had established a
prima facie claim against Lever for $6,085,159 pursuant to a
guaranty and thus the burden of proving the existence of a bona
fide dispute shifted to Lever.

Lever was hired as general contractor by The Village of West
Gloucester, LLC, to develop a 34-unit adult condominium community
known as The Village at West Gloucester on land it owned at 36
Atlantic Street in Gloucester, Massachusetts.  To finance
construction of the project the Village obtained a total of
$7,900,000 in loans from Digital Federal Credit Union.  The first
note (referred to as the Infrastructure Note) was in the original
principal amount of $4,800,000; the second note (referred to as
the Construction Note) was in the original principal amount of
$3,100,000.  Both notes were to mature on June 11, 2010.  Lever
executed a guaranty on the Infrastructure Note.

The Village defaulted under the amended loan documents.  On April
23, 2010, the Village filed a voluntary chapter 11 petition
(Bankr. D. Mass. Case No. 10-42000).  On July 23, 2010, WGC was
granted relief from the automatic stay in the Village's bankruptcy
case permitting it to exercise its state law rights and remedies
under its loan documents, including foreclosing the mortgage on
the Gloucester real estate. On Nov. 4, 2010, the Village's chapter
11 case was converted to a case under chapter 7 and Gary Weiner
was appointed chapter 7 trustee.

On Nov. 2, 2011, petitioning creditors filed an involuntary
chapter 7 petition (Bankr. D. Mass. Case No. 11-44639) against
Lever.

Lever had argued that if "illegal or improper" actions of a lender
triggered the primary obligor's default, a guarantor is excused
from his obligations under the guaranty.  Lever asserts that DCU
colluded with WGC to engineer a default by the Village of its
obligations under the loan documents and a related forbearance
agreement so that WGC could purchase the Village loan and
ultimately step into the role of developer of the condominium
project.

Judge Hoffman ruled, however, that the "evidence before me does
not support Lever's version of the facts. The Village's defaults
under the loan documents and the Forbearance Agreement were
entirely of its own making."

Jennifer Roberts, Esq., at LaTanzi, Spaulding & Landreth, in
Orleans, Mass., represents West Gloucester Capital, LLC.

Ethan Jeffery, Esq., at Murphy & King, P.C., in Boston, argues for
petitioning creditors, Laushine Enterprises, LLC, Harvey Building
Products, and West Gloucester Capital, LLC.

Mark Nestor, Esq., in Gloucester, represents Lever Development,
LLC.

A copy of the Court's Oct. 18 Findings of Fact and Conclusions of
Law is available at http://is.gd/kUa3qzfrom Leagle.com.


LIGHTSQUARED INC: Will Seek Approval of Revised KEIP on Oct. 23
---------------------------------------------------------------
LightSquared Inc., et al., will ask the Bankruptcy Court on
Oct. 23, 2012, to approve a revised key employee incentive plan,
the terms of which have been agreed upon by the Debtor and the Ad
Hoc Secured Group and which the U.S. Trustee is reviewing.

The significant modifications reflected in the Revised KEIP
include (x) removal of the issuance of restricted stock units
("RSUs") as consideration, (y) tightening LightSquared's budget
compliance requirements, which is now tested twice rather than
once, and (z) tightening payment dates under the Emergence
Objective.

A comparison between the KEIP and Revised KEIP is available at:

       http://bankrupt.com/misc/lightsquared.doc385.pdf

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties,
prompting the bankruptcy filing.

As of the Petition Date, the Debtors employed roughly 168 people
in the United States and Canada.  As of Feb. 29, 2012, the Debtors
had $4.48 billion in assets (book value) and $2.29 billion in
liabilities.

LightSquared also sought ancillary relief in Canada on behalf of
all of the Debtors, pursuant to the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended, in the
Ontario Superior Court of Justice (Commercial List) in Toronto,
Ontario, Canada.  The purpose of the ancillary proceedings is to
request the Canadian Court to recognize the Chapter 11 cases as a
"foreign main proceeding" under the applicable provisions of the
CCAA to, among other things, protect the Debtors' assets and
operations in Canada.  The Debtors named affiliate LightSquared LP
to act as the "foreign representative" on behalf of the Debtors'
estates.

Judge Shelley C. Chapman presides over the Chapter 11 case.
Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.

Counsel to UBS AG as agent under the October 2010 facility is
Melissa S. Alwang, Esq., at Latham & Watkins LLP.

The ad hoc secured group of lenders under the Debtors' October
2010 facility was formed in April 2012 to negotiate an out-of-
court restructuring.  The members are Appaloosa Management L.P.;
Capital Research and Management Company; Fortress Investment
Group; Knighthead Capital Management LLC; and Redwood Capital
Management.  Counsel to the ad hoc secured group is Thomas E.
Lauria, Esq., at White & Case LLP.

Philip Falcone's Harbinger Capital Partners indirectly owns 96% of
LightSquared's outstanding common stock.  Harbinger and certain of
its managed and affiliated funds and wholly owned subsidiaries,
including HGW US Holding Company, L.P., Blue Line DZM Corp., and
Harbinger Capital Partners SP, Inc., are represented in the case
by Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP.

The Office of the U.S. Trustee has not appointed a statutory
committee of unsecured creditors.


LIONS GATE: Moody's Affirms 'B1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed Lions Gate Entertainment,
Inc.'s B1 Corporate Family Rating (CFR) and B1 Probability of
Default Rating (PDR) following the amendment to increase its
revolver borrowing limit under its 2nd lien notes indenture, and
the subsequent consolidation of Summit Entertainment, LLC (Summit)
into its credit. The B1 rating on its senior secured 2nd lien
notes remains unchanged, and loss given default point estimates
were updated to reflect the change in capital structure. Moody's
upgraded Lionsgate's Speculative Grade Liquidity rating to SGL-2
from SGL-3, as a result of the transaction's improvement on
Lionsgate's liquidity profile .

The following is a summary of the actions:

Upgrades:

  Lions Gate Entertainment Inc.

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

LGD Updates:

    Senior Secured 2nd Lien Notes due 2016, Changed to LGD4 - 51%
from LGD3 - 42% (no change to B1 rating)

The amendment to the senior secured 2nd lien notes allows
Lionsgate to borrow up to $650 million under its $800 million
revolving credit facility, increased from the previous $340
million borrowing limitation calculated in the company's notes
indenture. Following the amendment, Lionsgate terminated and
prepaid the $299.2 million outstanding term loan at Summit (B1
CFR), which had thus far been an unrestricted subsidiary whose
assets were not pledged towards debt at Lionsgate and whose debt
did not have recourse to Lionsgate's other cash flow and assets.
The company also arranged for Summit and certain of its affiliates
to become guarantors under Lionsgate's 2nd lien notes indenture
and credit agreement. In Moody's view, the termination and
prepayment of the Summit loan and the subsequent guarantees that
were put into place for Summit to directly support Lionsgate debt,
effectively unify the credit. As a result, Moody's has withdrawn
all ratings for Summit.

Moody's notes that the Summit term loan had excess cash flow sweep
provisions that provided for disciplined repayment of debt using
the significant proceeds expected from the second Breaking Dawn
film in the Twilight series (slated for release in November 2012)
as well other new film and library cash flows at Summit. "While
Lionsgate's revolver has no cash flow sweep provisions to ensure
such disciplined debt reduction, we expect the company to be
reasonably self-disciplined and pay down any incremental revolver
debt using cash proceeds from the Summit assets in a similar
fashion as was expected under the Summit term loan," stated Neil
Begley, a Moody's Senior Vice President. In addition, the absence
of the cash sweep will provide Lionsgate with more financial
flexibility, given its significant expected near term production
costs. Moody's anticipates that the consolidation of Summit may
result in cost savings associated with a simplified overhead
structure, and since the Summit term loan had a higher interest
rate than Lionsgate's credit facility, Lionsgate will benefit from
lower interest expense which Moody's estimates to be over $20
million in reduced cumulative interest expense. In Moody's view,
any substantial increase in revolver debt would be mitigated by
its creditors getting full recourse to Summit's cash flows
consistent with the priority of claims on the Lionsgate assets,
primarily from the Twilight franchise, and therefore its B1 CFR is
not impacted by the transaction.

On a standalone basis (excluding Summit), Moody's expected
Lionsgate to have moderately negative cash flow in the near term
driven by the high investment in film and TV production, and turn
cash flow positive only beginning fiscal 2014 upon the release of
sequels under its Hunger Games franchise. The credit consolidation
of Summit will improve the company's near term cash flow and have
the effect of smoothing out its metrics, since most of Summit's
cash flow is expected to come in over the next 24 months upon the
release of its last Twilight film. On a consolidated basis,
Moody's expects the company to pay down debt, sustain leverage
under 5.0x and generate positive free cash flow in fiscal 2013.
Moody's upgraded the company's liquidity rating to SGL-2 from SGL-
3, as the rating agency expects the inclusion of Summit's cash
flows to improve Lionsgate's cash flow generation to positive over
the next 12 months. Moody's also expects the borrowing
availability under its revolver to increase as it applies cash
flows from Summit to reduce its revolver debt, enhancing its
access to external liquidity as it now has a $650 million revolver
borrowing limit instead of the previous $340 million limit.

The B1 rating on Lionsgate's senior secured 2nd lien notes is
unchanged by the amendment, since the rating already accommodated
for anticipated changes in the company's capital structure that
may have resulted in higher revolver borrowings and therefore
increased the amount of senior debt in the capital structure.

RATINGS RATIONALE

The B1 Corporate Family Rating (CFR) reflects the inherent high
risk and typical low margins associated with the film production
business and the mixed performance of Lions Gate's film slate in
recent years, which has led to frequent losses, often negative
free cash flow and high leverage. This is partially mitigated by
the company's significant asset value as well as the success of
the first film in the Hunger Games franchise and significant
expected cash flows from the probable success of the remaining
three sequels in the series, which are slated to be released
through fiscal 2016. Moody's expects operating performance to
improve as a result of the company's cost reduction initiatives as
well as increasing contribution (to EBITDA) from TV program
syndication revenues and the cable network businesses, which
include TVGuide Network and EPIX. The company has improved
financial flexibility after the consolidation of Summit
Entertainment, which generates significant positive cash flows
driven by its Twilight film franchise (with the last film slated
for release in November 2012). Moody's expects the company to
sustain leverage under 5.0x and generate positive free cash flow
in fiscal 2013, as heavy investments in film and TV production are
expected to be offset by significant cash flows from at least one
major sequel release per year.

Despite the higher visibility for profits and cash flows provided
by the Hunger Games and Twilight franchises, the company's ratings
are constrained by the potential for reinvestment of its profits
in underperforming films and the absence of cash flow sweep
requirements which enforce discipline for debt pay down, given the
volatile nature of its businesses and high absolute levels of
debt. The rating is supported by the company's good liquidity
profile, characterized by positive free cash flow generation and
ample borrowing capacity under its $800 million revolver.

The stable outlook reflects Moody's expectation that the company
will generate positive cash flow over the forward rating horizon
as returns begin to flow from the significant television and film
investments. The outlook also reflects Moody's expectation that
management will use a portion of future free cash flows towards
debt repayment and will take steps to strengthen its balance sheet
and improve and sustain its credit metrics.

A rating upgrade is unlikely in the near term given the
prospective nature of the current rating and low visibility on the
revenues in later years, especially beyond the completion of the
Hunger Games franchise. However, ratings could be upgraded if the
company has more consistent film performance across its slate and
demonstrates the ability to develop other successful film
franchises, or the company diversifies its operations further and
thereby reducing the impact from theatrical film performance
contribution and volatility, such that it can generate sustainable
positive free cash flow, and materially reduce absolute debt and
sustain debt-to-EBITDA leverage of under 3.0x.

The company's ratings could be downgraded if operating performance
falls short of current expectations and the company regresses to
consistent negative free cash flow which in turn, would likely
pressure its liquidity position without access to capital markets.
Additionally, downward pressure might occur if the company engages
in acquisitions that adversely impact cash flow, leverage and/or
liquidity. A change in Moody's expectation of the company's
ability and commitment towards debt reduction could also lead to a
downgrade.

Lionsgate'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 Lionsgate's core industry
and believes Lionsgate's ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

Lionsgate Entertainment Corp., domiciled in British Columbia,
Canada (headquartered in Santa Monica, CA), is a motion picture
studio with a diversified presence in the production and
distribution of motion pictures, television programming, home
entertainment, video-on-demand and digitally delivered content.


LONGVIEW POWER: Bank Debt Trades at 17% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Longview Power LLC
is a borrower traded in the secondary market at 82.95 cents-on-
the-dollar during the week ended Friday, Oct. 19, a drop of 0.49
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 575 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Oct.
31, 2017.  The loan is one of the biggest gainers and losers among
198 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Longview is a special purpose entity created to construct, own,
and operate a 695 MW supercritical pulverized coal-fired power
plant located in Maidsville, West Virginia, just south of the
Pennsylvania border and approximately 70 miles south of
Pittsburgh.  The project is owned 92% by First Reserve Corporation
(First Reserve or sponsor), a private equity firm specializing in
energy industry investments, through its affiliate GenPower
Holdings (Delaware), L.P. (GenPower), and 8% by minority
interests.


MARTIN PEMSTEIN: Brother Allowed $23K Claim for Lost Inventory
--------------------------------------------------------------
Bankruptcy Judge Robert Kwan overruled, in part, the objections
filed by Martin Pemstein and Diana Pemstein to the proof of claim
asserted by Martin's brother, Harold, on account of lost
inventory.

Harold contends that Martin is liable to him for lost inventory of
his, which was either lost or stolen when his property was in
Martin's custody after Martin, as landlord, recovered leased
premises from Harold, as tenant at 519 South Santa Fe, Santa Ana,
California.  Martin had obtained a writ of possession of the
premises after filing an unlawful detainer lawsuit against Harold
in the Superior Court of California, County of Orange.  Pursuant
to the writ of possession, Martin evicted Harold from the
premises, and Martin took over complete custody and control of the
premises on May 29, 2008.  To secure the premises, Martin
physically boarded up the premises with plywood to prevent access
from the adjacent property, which Harold was using as his new
business premises.  Access to the premises could only be obtained
through Martin's express consent.

Due to the eviction, Harold was unable to completely remove his
personal property consisting of inventory in his business from the
premises.  After the eviction, Martin allowed some access to the
premises to Harold and Harold's employees to retrieve Harold's
business inventory from the premises on May 30 and 31, 2008, but
Martin then did not allow Harold access to the premises afterwards
despite repeated requests by Harold by his lawyer, Steven Cameron,
to Martin by his lawyer, David Rosenbaum.

According to Judge Kwan, given California Code of Civil Procedure
Sec. 1993.06, Martin had a duty as a landlord with respect to
Harold as an evicted tenant as to the personal property remaining
on the leased premises, that is, Harold's remaining business
inventory, and therefore Martin should have acted with due care by
exercising reasonable care in these circumstances.

"A reasonable person would have recognized the valuable business
inventory remaining in the premises and considered the extended
period of time that the property was left unattended and poorly
secured by the plywood, or allowed Harold access to the premises
to finish removing the business inventory.  Martin breached this
duty of care by not allowing Harold reasonable access to the
premises or better securing the premises against theft," said
Judge Kwan, who granted Harold a $23,730 general unsecured claim
for the lost inventory in his brother's case.

A copy of the Court's Oct. 17, 2012 Memorandum Decision is
available at http://is.gd/VZ6Qmcfrom Leagle.com.

Martin Pemstein and Diana Pemstein, based in Newport Beach,
California, filed for Chapter 11 bankruptc (Bankr. C.D. Calif.
Case No. 10-15552) on April 28, 2010.  Judge Robert N. Kwan
oversees the case.  Nancy Knupfer, Esq., at Fredman Knupfer
Lieberman LLP, serves as the Pemsteins' counsel.  In their
petition, the Pemsteins estimated $1 million to $10 million in
assets, and under $1 million in debts.  A list of the Company's 12
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/cacb10-15552.pdf


MERCURY PAYMENT: Moody's Affirms 'B1' CFR; Outlook Negative
-----------------------------------------------------------
Moody's Investors Service affirmed Mercury Payment Systems, LLC's
("MPS") B1 Corporate Family Rating (CFR) and the B1 rating for its
upsized first lien term loan facility. The company is raising $100
million of incremental term loans and plans to use the proceeds to
pay a one-time dividend to its shareholders.

Pro forma for the proposed dividend recapitalization MPS'
financial leverage (debt to EBITDA) is expected to increase by
about 1.3x to 4.0x (Moody's adjusted, based on LTM June 2012
EBITDA). Moody's affirmed MPS' B1 CFR based on the company's track
record of strong revenue and operating cash flow growth, albeit on
a smaller base, its good projected interest coverage, and Moody's
view that while leverage is high, it is expected to decline and
remain within a range consistent with the B1 CFR. Nonetheless,
Moody's revised MPS' ratings outlook to negative to reflect the
company's aggressive financial policies and weaker than expected
free cash generation, primarily as a result of elevated capital
expenditures. Moody's analyst Raj Joshi said, "MPS' risks have
increased as it is increasing debt leverage and raising spending
on non-core projects while it is in the midst of rolling out a new
transaction processing platform over the next several quarters."

Moody's has affirmed the following ratings:

  Issuer: Mercury Payment Systems, LLC.

   Corporate Family rating -- B1

   Probability-of-default rating -- B2

   $25 million senior secured revolving credit facility due July
   2016 -- B1, LGD3 (35%, changed from 34%)

   $199 million ($299 million after $100 million of incremental
   term loan) senior secured term Loan B due July 2017 -- B1,
   LGD3 (35%, changed from 34%)

Outlook:

Outlook: Revised to Negative from Stable

Ratings Rationale

The B1 CFR reflects the defensibility of MPS' business model
through its long standing relationships with software developers
and integrated point of sales (IPOS) dealers focusing on small and
medium size merchants. MPS' ability to integrate its payment
processing functionality within the IPOS systems and its recurring
revenue-sharing incentives to the IPOS dealers increase the
stickiness of its service, which contributes to the company's low
volume attrition rates, which are below the industry average. The
rating incorporates Moody's expectations that the company will
maintain strong revenue growth momentum through expanding merchant
base while maintaining stable transaction processing margins.

The B1 rating is constrained by MPS' modest scale relative to
other merchant acquirers and its highly competitive merchant
acquirers/payment processors industry, which includes several
operators with significantly larger operating scale and strong
merchant referral channels through affiliations with financial
institutions. The rating also reflects MPS' aggressive financial
policies and potential for increases in debt to accelerate returns
to shareholders.

MPS is developing an in-house platform (IHP) for processing
merchant payment transactions which is expected to result in
transactions processing cost savings as the company converts its
merchant base to IHP in the next three years. However, the
implementation of the platform, coupled with the company's plans
to invest in corporate headquarters, will result in elevated
levels of spending which is expected to constrain free cash flow
(after tax distributions to partners) in the next 12 to 18 months.
Projected free cash flow will likely be meaningfully lower than
Moody's previous expectations. The negative outlook reflects MPS'
weak free cash flow projected over the next 12 to 18 months, its
execution risk in converting its merchant accounts to IHP, and its
high leverage resulting from its shareholder-friendly financial
policies.

Moody's could downgrade MPS' ratings if cost overruns or
challenges in converting its customers to its internal payment
processing platform results in a degradation of MPS' liquidity or
lower than anticipated free cash flow (after tax distributions to
partners). The ratings could be downgraded if MPS' Debt-to-EBITDA
leverage (Moody's adjusted) approaches 4.5x and if free cash flow
is expected to remain in the low single digit percentages of total
debt for an extended period of time as a result of competitive
challenges, erosion in profitability or customer base, or delays
in realizing the cost savings from the IHP platform.

Given MPS' high leverage, limited operating scale and projected
modest levels of profitability in the next 12 to 24 months, a
ratings upgrade is unlikely over this period. Moody's could
upgrade MPS' ratings if the company maintains conservative
financial policies and demonstrates meaningful growth in revenue
and free cash flow (after tax distributions to partners) over
time.

The principal methodology used in rating Mercury Payment Systems
was Moody's Global Business and Consumer Services Industry
Methodology, published in October 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Mercury Payment Systems, LLC is headquartered in Durango, CO and
provides payment processing services to small and medium-sized
merchants in the U.S. and Canada. Private equity firm Silver Lake
Partners owns a majority interest in the company.


MERIDIAN SHOPPING: Chapter 11 Reorganization Case Dismissed
-----------------------------------------------------------
The Hon. Stephen L. Johnson of the U.S. Bankruptcy Court for the
Northern District Of California dismissed the Chapter 11 case of
Meridian Shopping Center, LLC.

As reported in the Troubled Company Reporter on June 25, 2012, the
Debtor asked the Court to dismiss its bankruptcy case because its
sole asset, the real property commonly known as Meridian Shopping
Center in San Jose, California, was sold through a foreclosure
sale on May 18, 2012.

Meridian Shopping Center LLC owns and operates the shopping center
Meridian Park Plaza in Milpitas, California.  Meridian Shopping
Center filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case
No. 12-50380) on Jan. 18, 2012.  Judge Stephen L. Johnson presides
over the case.  The Debtor scheduled $14,000,000 in assets and
$10,912,623 in liabilities.  The petition was signed by John Wynn,
manager.


MERIDIAN SPORTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Meridian Sports Clubs California, LLC
        dba Meridian Sports Clubs
            Meridian's Bodies in Motion
            Meridian's Honolulu Club
            Bodies in Motion
        16663 Roscoe Boulevard
        North Hills, CA 91343

Bankruptcy Case No.: 12-19163

Chapter 11 Petition Date: October 16, 2012

Court: U.S. Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Alan M. Ahart

Debtors' Counsel: Jeffrey W. Dulberg, Esq.
                  PACHULSKI STANG ZIEHL & JONES LLP
                  10100 Santa Monica Boulevard, 13th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 277-6910
                  E-mail: jdulberg@pszjlaw.com

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

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

The petitions were signed by Charles H. Grieve, II, manager.

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Meridian Sports Club L.A., LLC          12-19165
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
Courtyard Club, Inc.                    12-19166
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

A. Meridian Sports Clubs' List of 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bank of Marin                      Line of Credit         $249,879
1450 Grant Avenue
Novato, CA 94945

DEG III, LLC                       Rent                   $242,377
1132 Bishop Street, Suite 2305
Honolulu, HI 96813

Wallcon, Inc.                      Leasehold              $233,576
3525 Hyland Avenue, Suite 250      Improvements
Costa Mesa, CA 92626

HK Northridge, LLC                 Rent                   $227,389

Kilroy Realty, L.P.                Rent                   $180,286

Sydney Johnson                     Rent                   $178,097

Great Wash Park LLC                Rent                   $127,793

Two Peas In A Pod, LLC             Rent                   $127,463

NAI Capital, Inc.                  Commissions            $124,406

Carr & Pike                        Settlement              $75,000

Coral Pacific Construction LLC     Leasehold Improvements  $65,251

NEC Financial Services, LLC        Equipment Lease         $49,864

David Barton Gym                   Expense Reimbursements  $45,414

Sandell Flowers                    Rent                    $32,063

City of Pasadena                   Utilities               $26,598

Debinaire Co.                      Trade Debt              $21,439

Fore Supply Co.                    Trade Debt              $19,294

Wolcott Architecture Interiors,    Professional Services   $19,126
Inc.

Las Vegas Billboards, LLC          Trade Debt              $18,250

Marr Jones & Wang                  Professional Services   $15,434

B. Meridian Sports Club L.A.'s List of Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Jamison Valley Holdings            Settlement              $73,000
3424 Wilshire Boulevard, Suite 1200
Los Angeles, CA 90010

C. Courtyard Club's List of Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
RREEF America REIT II Corp. BBBB   Rent                    $33,603
P.O. Box 9032
Addison, TX 75001-9032


MERRILL CORP: Moody's Reviews 'Caa3' Corp. Rating for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed Merrill Corporation's Caa3
Corporate Family Rating ("CFR") and Ca/LD Probability of Default
Rating ("PDR") on review for upgrade. Moody's also assigned a
rating of B1 to Merrill Communications LLC's ("Merrill
Communications") proposed $30 million first lien revolver, B3 to
the proposed $455 million first lien term loan and Caa3 to the
proposed $150 million second lien notes. The review reflects
Moody's expectation that the transaction, if completed in
accordance with the proposed terms, will significantly improve the
company's liquidity position by refinancing Merrill
Communications' existing debt.

The company plans to use proceeds from the refinancing and
existing cash to retire at par all of Merrill Communications'
existing $626 million of debt, which would otherwise mature on
December 22, 2012 (in the case of the $33 million first lien
revolver and $374 million first lien term loan) and November 2013
(in the case of the $220 million second lien term loan).

On Review for Upgrade:

  Issuer: Merrill Corporation

    Corporate Family Rating, Placed on Review for Upgrade,
    currently Caa3

    Probability of Default Rating, Placed on Review for Upgrade,
    currently Ca/LD

Assignments:

  Issuer: Merrill Communications LLC

    Senior Secured First Lien Revolver, Assigned a B1, LGD1 - 1%

    Senior Secured First Lien Term Loan, Assigned a B3, LGD3 -
    35%

    Second Lien Notes, Assigned a Caa3, LGD5 - 83%

Outlook Actions:

  Issuer: Merrill Corporation

    Outlook, Changed To Rating Under Review From Stable

Rating Rationale

In the review, Moody's will assess the terms and conditions of the
proposed financing and their impact on Merrill's liquidity
profile. If the transaction closes in accordance with the proposed
terms, Moody's expects to upgrade the CFR to Caa1 with a stable
outlook. The Caa1 CFR would reflect the company's high financial
leverage (approximately 6.0 times LTM 7/31/12 debt/EBITDA pro
forma for the transaction and incorporating Moody's standard
adjustments) and exposure to cyclical changes in capital markets
activity, while considering Merrill's established positions in its
key markets including virtual data room and regulatory filings
services.

The B1, B3 and Caa3 ratings on the proposed first lien super-
priority revolver, first lien term loan and second lien notes,
respectively, assume that Merrill's CFR and PDR will be upgraded
to Caa1 if the refinancing closes in accordance with the proposed
terms.

The proposed first lien revolver and term loan due 2017 will be
secured by a first lien on substantially all of the assets of
Merrill, Merrill Communications and its domestic operating
subsidiaries, and 66% of voting and 100% of non-voting equity
interests of Merrill Communications' foreign operating
subsidiaries. The revolver and term loan will be guaranteed by
Merrill and substantially all of Merrill Communications' current
and future domestic operating subsidiaries. The revolver will have
a super-priority claim with respect to the application of proceeds
of all of the collateral and guarantees. The proposed second lien
notes due 2018 will have the same borrowers and guarantees as the
first lien facility, and a second priority claim on the same
collateral. The notes will also include warrants to purchase,
without any additional consideration, 10% of Merrill's equity.

The existing Caa3 CFR and Ca/LD PDR factor in some potential that
the company, which operates under a forbearance agreement, would
be unable to refinance by December 22, 2012 and would need to
restructure its debt either out-of-court or through a bankruptcy
process. The CFR and PDR are under review for upgrade based on the
proposed refinancing transaction, as well as the recent
improvement in the company's operating performance. The rating
would be upgraded if the transaction is completed according to the
proposed terms. The rating would remain unchanged or potentially
lowered if the proposed refinancing does not occur and the company
is unable to address its refinancing needs in a timely manner.

The principal methodology used in rating Merrill Corporation was
the Global Business & Consumer Service Industry Rating Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Merrill Corporation provides document and data management
services, litigation support, branded communication programs,
fulfillment, imaging, and printing services to the financial,
insurance, legal, life sciences and other market segments. The
company generated $788 million of revenue for the twelve months
ended October 31, 2011, and, based on preliminary financial
statements, approximately $801 million of revenue for the twelve
months ended July 31, 2012.


MERRILL CORP: S&P Puts 'CCC-' CCR on Watch on Debt Refinancing
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC-' corporate
credit rating on St. Paul, Minn.-based Merrill Corp. on
CreditWatch with positive implications.

"At the same time, we assigned the proposed $30 million revolving
credit facility due 2017 a preliminary 'B+' issue-level rating
with a recovery rating of '1', indicating our expectation for very
high (90% to 100%) recovery in the event of a payment default. We
also assigned the $455 million first-lien term loan due 2017 our
preliminary 'B-' issue-level rating with a recovery rating of '3'
(50% to 70% recovery expectation), and assigned the $150 million
senior secured second-lien notes due 2018 our preliminary 'CCC'
issue-level rating with a recovery rating of '6' (0% to 10%
recovery expectation)," S&P said.

"The CreditWatch placement is based on the announcement that the
company plans to refinance its revolving credit facility due 2012,
$374 million first-lien term loan due December 2012, and $219
second-lien notes due November 2013. In concluding our CreditWatch
review, we will evaluate the final credit agreement terms and
conditions compared to our expectations," S&P said.

"We could raise the corporate credit rating to 'B-' if Merrill
Corp. completes the proposed refinancing transaction at the
expected pricing levels with a covenant cushion of at least 20%,"
said Standard & Poor's credit analyst Chris Valentine.

"Any changes in the terms and conditions or signs that free cash
flow would become breakeven would likely result in us raising our
corporate credit rating by two notches to 'CCC+'. We expect to
resolve our CreditWatch listing in November upon closing of the
refinancing transaction. Despite an improvement in the maturity
profile from the transaction, we believe the company will continue
to have high debt leverage, weak interest coverage, and limited
liquidity given the high interest costs associated with the
refinancing," S&P said.

"In concluding our CreditWatch review, we will evaluate the final
credit agreement terms and conditions compared to our
expectations. We could raise the rating to 'B-' if Merrill Corp.
completes the proposed refinancing transaction at the expected
pricing levels with a covenant cushion of at least 20%. Any
changes in the terms and conditions would likely result in us
raising our corporate credit rating by two notches to 'CCC+'.
Conversely, if the company is unable to refinance the facility or
extend debt maturities, we would likely lower the rating given the
December 2012 debt maturities and short window to attempt another
deal," S&P said.


MID-MOUNTAIN MACHINERY: Court Confirms 2nd Amended Plan
-------------------------------------------------------
Bankruptcy Judge Patricia C. Williams confirmed the Second Amended
And Modified Plan Of Reorganization filed by Mid-Mountain
Machinery, Inc., according to an Oct. 18 Findings of Fact and
Conclusions of Law available at http://is.gd/SkuQ01from
Leagle.com.

The Debtor filed the Second Amended And Modified Plan on Oct. 5.
On the same day, the Debtor filed a Stipulation On Confirmation Of
Second Amended Plan Of Reorganization executed by Mid-Mountain,
CNH, Banner Bank, Mark V. Blutcher, and Douglas D. Helton that set
forth the treatment for CNH and Banner Bank under the Plan. In the
Stipulation, Banner Bank and CNH each agreed to (1) cast an
Amended Ballot accepting the Plan, (2) stipulate to the entry of
the order confirming the Plan, and (3) waive any right of appeal.

The Liquidation Analysis prepared by the Debtor's advisors
provides that creditors will receive a greater distribution under
the Plan than would be received if the assets of the Debtor were
liquidated by a Chapter 7 Trustee or by any other means.  The Plan
provides for the financial reorganization of the Debtor.
Confirmation of the Plan is not likely to be followed by the need
for further financial reorganization of the Debtor.

Mid-Mountain Machinery, Inc., based in Spokane, Washington, filed
for Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No. 11-02930) on
June 13, 2011.  Judge Patricia C. Williams oversees the case.
Barry W. Davidson, Esq., at Davidson Backman Medeiros PLLC, serves
as the Debtor's counsel. In its petition, the Debtor estimated
under $10 million in both assets and debts.  The petition was
signed by Mark V. Blutcher, president.  A list of the Company's 20
largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/waeb11-02930.pdf


MOSS FAMILY: Bankruptcy Court Approves Beachwalk Realty as Broker
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
authorized Moss Family Limited Partnership and Beachwalk. L.P. to
employ Beachwalk Realty, L.L.C. as broker.

Beachwalk Realty, as broker, will sell properties located at:

   i) 112 Cottage Camp, Michigan City, Indiana; and
  ii) 102 Cottage Camp, Michigan City, Indiana.

The broker is an affiliate of the Debtors; however, the broker
represents that it neither represents nor holds any interest
adverse to the Debtor's estate.

               About Moss Family Limited Partnership

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors as counsel.  Moss Family Limited
Partnership disclosed $6,609,576 in assets and $6,299,851 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Tom Moss, partner.


MOSS FAMILY: Taps Patrick Kepchar of PK Financial as Accountant
---------------------------------------------------------------
Moss Family Limited Partnership and Beachwalk. L.P., ask the U.S.
Bankruptcy Court for the Northern District of Indiana for
permission to employ Patrick Kepchar of PK Financial as
accountant.

Mr. Kepchar will, among other things:

   -- prepare any and all necessary tax returns and other
      financial filings;

   -- prepare cash flow projections and assistance with workout
      options; and

   -- perform all accounting services as are in the interest of th
      Debtors.

The Debtor agreed to compensate the Mr. Kepchar according to these
hourly rates:

         Accounting services                    $85

         Meeting with client and/or
         attorney and related preparation
         and travel                            $105

         Testimony, meetings with creditors
         and third parties and related
         preparation and travel                $135

Mr. Kepchar will be compensated out of the assets of the estate.

               About Moss Family Limited Partnership

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17, 2012.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors as counsel.  Moss Family Limited
Partnership disclosed $6,609,576 in assets and $6,299,851 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Tom Moss, partner.


MOTORS LIQUIDATION: Files GUC Trust Report as of Sept. 30
---------------------------------------------------------
Wilmington Trust Company, acting solely in its capacity as trust
administrator and trustee of the Motors Liquidation Company GUC
Trust filed a GUC Trust Report required by Section 6.2(c) of the
GUC Trust Agreement together with the Budget Variance Report, each
for the quarter ended Sept. 30, 2012.

Pursuant to the Amended and Restated Motors Liquidation Company
GUC Trust Agreement dated as of June 11, 2012, as amended,
Wilmington Trust Company, acting solely in its capacity as trust
administrator and trustee of the Motors Liquidation Company GUC
Trust, is required to file certain GUC Trust Reports with the
Bankruptcy Court for the Southern District of New York.  In
addition, pursuant to that certain Bankruptcy Court Order
Authorizing the GUC Trust Administrator to Liquidate New GM
Securities for the Purpose of Funding Fees, Costs and Expenses of
the GUC Trust and the Avoidance Action Trust, dated March 8, 2012,
the GUC Trust Administrator is required to file certain quarterly
variance reports.

During the quarter ended Sept. 30, 2012, additional Reserved
Securities consisting of 35,934 additional shares of New GM Common
Stock and 32,668 additional warrants of each class of warrants
were set aside to fund projected GUC Trust Administrative Costs
and GUC Trust Reporting Costs, primarily as a result of increases
to reserves for expected costs of liquidation.  In addition, as a
result of the GUC Trust Administrator's quarterly reevaluation of
the Taxes on Distribution Reserve for the quarter ended Sept. 30,
2012, the GUC Trust Administrator determined that it was necessary
to include 231,663 additional shares of New GM Common Stock and
210,602 additional warrants of each class of warrants in the Taxes
on Distribution Reserve.  This increase was partially related to a
change in the calculation of securities to be set aside.

The Second Revised Calculation uses the lowest market price for
the securities since Dec. 15, 2011 (the date the New GM Securities
were transferred to the GUC Trust from MLC) in converting the
potential taxes on future gains from the disposition of New GM
Securities from a dollar value into the number of New GM
Securities comprising the Taxes on Distribution Reserve.  This
differs from the First Revised Calculation which used the market
price for the securities at quarter end for such conversion.

As a result of those increases, as of Sept. 30, 2012, the
aggregate amounts of Reserved Securities consisted of 5,662,868
shares of New GM Common Stock and 5,148,062 warrants of each class
of warrants, which reflects both the Taxes on Distribution Reserve
as well as New GM Securities reserved for the purposes of funding
GUC Trust Administrative Costs and GUC Trust Reporting Costs
projected for 2013 and 2014.

In addition, the Motors Liquidation Company GUC Trust said that no
distribution in respect of its Units is anticipated for the fiscal
quarter ended Sept. 30, 2012.

A copy of the GUC Trust Report is available for free at:

                       http://is.gd/GNesEC

                     About Motors Liquidation

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

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

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

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


MUSCLEPHARM CORP: James Greenwell Named to Board of Directors
-------------------------------------------------------------
The Board of Directors of MusclePharm Corporation appointed James
J. Greenwell, age 53, to the Board.

Mr. Greenwell was appointed to fill a vacancy created by the
resignation of Mark E. Groussman from the Board, effective
Oct. 18, 2012.  Mr. Greenwell was also appointed to serve on the
Audit Committee, the Compensation Committee and the Nominating and
Corporate Governance Committee of the Board.  Mr. Groussman's
resignation was not the result of any disagreement with the
Company, known to an executive officer of the Company, on any
matter relating to the Company's operations, policies or
practices.

Since 2000, Mr. Greenwell has been the Chief Executive Officer of
Datria Systems Inc., a speech recognition application software
company.  He has also served as the Datria Systems' Chairman since
2002.  In prior employment, he served as a technology executive in
a number of private and public companies.  He has served on the
board of directors of the Cherry Creek School Foundation since
September 2010.  He was a founding member of Friends of Denver
Fire and served on its board of directors from 2007 through 2010.
Mr. Greenwell served on the board of directors of the Denver
Chapter of the American Heart Association from 2002 through 2008
and was Chairman of the board in 2007.  He also served on the
board of trustees of the Bonfils Blood Center Foundation from 1999
through 2003.  Mr. Greenwell earned a BS from the College of
Business at Michigan State University and an MBA degree from Saint
Mary's College.

The Company also entered into a standard form of indemnification
agreement with Mr. Greenwell.  The Indemnification Agreement
generally provides that the Company will, to the fullest extent
permitted by applicable law, indemnify Mr. Greenwell in accordance
with and subject to the terms of the Indemnification Agreement.
In addition, the Indemnification Agreement provides for the
advancement of expenses incurred by Mr. Greenwell in connection
with any covered proceeding to the fullest extent permitted by
applicable law.  The rights provided by the Indemnification
Agreement are in addition to any other rights to indemnification
or advancement of expenses to which Mr. Greenwell may be entitled
under applicable law, the Company's articles of incorporation or
bylaws, or otherwise.

On Oct. 15, 2012, the Board adopted compensation for its
independent directors, including Mr. Greenwell.  Independent
directors of the Company will receive an annual cash retainer of
$20,000; a meeting fee of $1,000 per meeting attended for all in-
person and telephonic meetings of the Board subject to a $6,000
per-year cap on meeting fees; an initial stock grant of 300,000
shares of restricted common stock of the Company; an annual common
stock grant aggregating $25,000 of value, payable at the end of
each calendar quarter in common stock of the Company based upon
the closing price of the common stock in its primary trading
market on the date of grant.  No fees will be paid for membership
on Board committees except that the chairman of the Audit
Committee will receive a meeting fee of $1,000 per meeting
attended for all in-person and telephonic meetings of the Audit
Committee.

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100% free of banned substances.  MusclePharm is sold in over
120 countries and available in over 5,000 U.S. retail outlets,
including GNC and Vitamin Shoppe.  MusclePharm products are also
sold in over 100 online stores, including bodybuilding.com,
Amazon.com and Vitacost.com.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.

The Company's balance sheet at June 30, 2012, showed $4.72 million
in total assets, $15.73 million in total liabilities, and a
$11.01 million in total stockholders' deficit.


NESBITT PORTLAND: Alvarez & Marsal Approved as Financial Advisors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Nesbitt Portland Property LLC, et al., to employ
Alvarez & Marsal North America, LLC as financial advisors nunc pro
tunc as of Aug. 21, 2012.

U.S. Bank National Association -- the trustee and successor in
interest to Bank of America, N.A., as trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer -- has
objected to the request.

According to papers filed by the Debtors in Court on Aug. 30, A&M
will provide both restructuring advisory and valuation assistance
to the Debtors, necessary in the preparation of a formal plan of
reorganization.

The Debtors propose to pay Alvarez & Marsal on an hourly basis at
these rates:

          Managing director          $625 - $850
          Director                   $450 - $625
          Associate                  $300 - $450
          Analyst                    $225 - $300

The Debtors will also reimburse the firm's out-of-pocket expenses,
and provide indemnification to the firm's professionals.

Alvarez & Marsal managing director Steven Varner attests that the
firm does not hold any interest adverse to the Debtors' estates
and is a "disinterested person" as defined in 11 U.S.C. Sec.
101(14).

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight Embassy
Suites hotels.  The eight hotels were pledged by the Debtors as
collateral for the loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
owns and/or operates 23 branded hotels in 11 states across the
U.S.  Windsor Capital is the largest private owner and operator of
Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31,
2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Debtors are represented in the Chapter 11 case by attorneys at
Susi & Gura, PC, and Griffith & Thornburgh LLP.  Alvarez & Marsal
North American, LLC, serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled $29.4
million in assets and $192.3 million in liabilities.  Nesbitt
Portland's hotel property is valued at $27.19 million, and secures
a $191.9 million debt to U.S. Bank.


NEWPAGE CORP: Plan Outline Hearing Scheduled for Nov. 6
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Nov. 6, 2012, at 11 a.m., to consider the
adequacy of the Disclosure Statement explaining NewPage
Corporation's First Amended Joint Chapter 11 Plan.  Objections, if
any, are due by Oct. 30.

As reported in the Troubled Company Reporter on Oct. 10, 2012,
the Debtor filed a revised reorganization plan along with an
explanatory disclosure statement telling first-lien creditors they
will have a 56.6% recovery by receiving all of the new stock in
the paper maker in exchange for debt.

According to the report, the plan, filed after business hours on
Oct. 5, was the product of a settlement cobbled together by a
bankruptcy judge serving as mediator.  The settlement was
disclosed Oct. 1.  There will be an Oct. 31 hearing to approve the
disclosure statement.  Second-lien noteholders and some unsecured
creditors will split $30 million in cash and the first $50 million
collected by a litigation trust.  The disclosure statement tells
holders of $1.06 billion in second-lien debt that their recovery
amounts to 6%.

The report related that depending on which election some creditors
make, the recovery by holders of $29.3 million in unsecured claims
is 5.3%, according to the disclosure statement.  Trade suppliers
who agree to provide credit in the future will receive 15% on
their claims over two years.  For holders of $207.8 million in
senior subordinated debt, the predicted recovery is 0.2%,
according to the disclosure statement.  After the initial $50
million from the trust, additional distributions will be shared by
the first- and second-lien noteholders and some unsecured
creditors.  NewPage will fund the litigation trust with $40
million in cash and specified lawsuit recoveries.  NewPage will
also loan the trust $5 million for administrative expenses.  The
official creditors' committee supports the newly negotiated plan.

The report noted that NewPage filed a Chapter 11 plan in August
that dissatisfied both secured and unsecured creditors.  The
company said unsecured creditors were "hopelessly out of the
money," with no theory that would bring them a dividend under a
Chapter 11 plan.  The settlement compromised allegations by the
official creditor's committee that that the lenders financed an
acquisition in 2007 and a refinancing two years later that
included fraudulent transfers.

The Bloomberg report disclosed that NewPage, 80%-owned by Cerberus
Capital Management LP, disclosed assets of $3.4 billion and debt
totaling $4.2 billion in the Chapter 11 reorganization begun in
September 2011.  Liabilities included $232 million on a revolving
credit, plus $1.77 billion on 11.375% senior secured first-lien
notes.  Second-lien obligations include $802 million in 10%
secured notes and $225 million in floating-rate notes.  In
addition to $200 million in 12% senior unsecured notes, $498
million is owing on two issues of floating-rate pay-in-kind notes.

                        About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.


NIP COMPANY: Brenda T. Cubbage Serves as New Lead Bankr. Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
approved Brenda T. Cubbage of Spencer Crain Cubbage Healy &
McNamara pllc as new lead counsel in the Chapter 11 case of The
Nip Company and Retirement Capital Group, Inc.  Ms. Cubbage will
replace Thomas H. Grace who is no longer employed with Spencer
Crain.

                       About The NIP Company

The NIP Company -- aka NIP, National Insurance Partners, Inc., or
NIP-RCG, Inc. -- filed a bare-bones Chapter 11 petition in its
hometown in Austin, Texas (Bankr. W.D. Tex. Case No. 12-10393) on
Feb. 28, 2012.  Its affiliate, San Diego, California-based
Retirement Capital Group, Inc., filed for Chapter 11 protection
(Bankr. W.D. Tex. Case No. 12-10396) on the same day.  The NIP
Company disclosed, in an amended schedules, $5,002,426 in assets
and $6,234,108 in liabilities and RCG disclosed $9,710,368 in
assets and $2,113,905 in liabilities as of the Chapter 11 filing.

Judge H. Christopher Mott presides over the cases.  The Debtor
sought and obtained approval to employ Thomas H. Grace, Esq., and
the law firm of Spencer Crain Cubbage Healy & McNamara PLLC as
counsel.

Steven A. Felsenthal, Esq. , Chapter 11 trustee is represented by
Stutzman, Bromberg, Esserman & Plifka.  The trustee tapped Lain,
Faulkner & Co., P.C., as accountants.


ONEBEACON US: Moody's Affirms '(P)Ba1' Preferred Stock Rating
-------------------------------------------------------------
Moody's Investors Service has affirmed the A2 insurance financial
strength (IFS) ratings of the OneBeacon Insurance Group inter-
company pool (OneBeacon Pool) and Baa2 senior debt ratings of its
intermediate parent, OneBeacon U.S. Holdings, Inc. (OneBeacon
U.S.) following the company's announcement that it has entered
into a definitive agreement to sell its runoff business to Armour
Group Holdings Limited (Armour).

The transaction is expected to close during the second half of
2013 and is subject to regulatory approvals. At the close,
OneBeacon will transfer to Armour designated legal entities within
the OneBeacon group (the "run-off entities"), containing the
assets, liabilities (including gross and ceded reserves), and
capital supporting the run-off business. The rating outlook for
OneBeacon's ongoing pooled legal entities remains stable; however,
Moody's has changed the outlook of the run-off entities
(subsidiaries listed below) to negative from stable.

OneBeacon U.S. is an indirect wholly-owned subsidiary of OneBeacon
Insurance Group, Ltd (NYSE: OB), which, in turn, is an indirect
75%-owned subsidiary of White Mountains Insurance Group, Ltd.
(NYSE: WTM), with the remaining 25% shares publicly owned.
Principal and interest on OneBeacon U.S.'s outstanding senior
notes are guaranteed by WTM.

Ratings Rationale

"The negative outlook of the run-off entities reflects our
expectation, at close of the transaction, of a weakened credit
profile including a long tail run-off casualty business
substantially comprising asbestos and environmental (A&E)
reserves, expected weaker capitalization on a risk-adjusted basis,
and severance of support from the OneBeacon group" said Pano
Karambelas, lead analyst for OneBeacon.

The company expects to recognize a $101 million after-tax GAAP
charge on the disposition of its run-off business, which is
meaningfully sized at approximately 9% of OneBeacon's
shareholders' equity at June 30, 2012. However, Karambelas added,
"the stable outlook on the remaining members of the OneBeacon pool
reflects our view that the planned disposition of the run-off
business removes a significant source of potential adverse loss
development (reserves totaling approximately $2.2 billion on a
gross basis) while allowing the company to focus its commitments
and capital to its specialty lines strategy."

ONEBEACON INSURANCE GROUP

The A2 IFS rating of OneBeacon's inter-company pool members
reflects the company's strong underwriting capabilities and good
profitability in several low-to-moderate hazard niche specialty
property/casualty segments, strong producer relationships, and
good capitalization.

Factors offsetting these strengths include meaningful though
significantly reduced financial leverage, the company's track
record as an active manager of capital, and execution risk
associated with entry into new specialty segments.

Factors that could lead to an upgrade in OneBeacon's ratings
include:

  -- financial leverage consistently below 20%;

  -- maintenance of appropriate level of risk capitalization with
     gross underwriting leverage less than 3.0x; and

  -- earnings coverage consistently above 6x.

Factors that could lead to a downgrade in OneBeacon's ratings
include:

  -- deterioration in reserve position, equity capital declines
     by more than 10% as a result of operating losses;

  -- financial leverage consistently above 30%; or

  -- earnings coverage consistently below 4x.

In a separate transaction, OneBeacon announced its plan to sell
OneBeacon pool member Essentia Insurance Company to Markel
Corporation. The proposed transaction is expected to close in 1Q13
subject to regulatory approvals.

The following ratings were affirmed with a stable outlook:

Altantic Specialty Insurance Company -- insurance financial
strength at A2;

Essentia Insurance Company -- insurance financial strength at A2;

Homeland Insurance Company of New York -- insurance financial
strength at A2;

OneBeacon U.S. Holdings, Inc. -- senior unsecured debt at Baa2;

OneBeacon U.S. Holdings, Inc. -- provisional senior unsecured debt
at (P)Baa2; provisional subordinated debt at (P)Baa3; provisional
junior subordinated debt at (P)Baa3; provisional preferred stock
at (P)Ba1;

OneBeacon U.S. Holdings Trust I, II, III -- provisional trust
preferred securities at (P)Baa3.

The following ratings were affirmed and the outlook was changed to
negative from stable:

The Camden Fire Insurance Association -- insurance financial
strength at A2;

The Northern Assurance Company of America -- insurance financial
strength at A2;

OneBeacon America Insurance Company -- insurance financial
strength at A2;

OneBeacon Insurance Company -- insurance financial strength at A2;

OneBeacon Midwest Insurance Company -- insurance financial
strength at A2;

Potomac Insurance Company -- insurance financial strength at A2.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Property and Casualty Insurers published in
May
2010.

OneBeacon Insurance Group, Ltd. is a Bermuda-domiciled insurance
holding company. For 2011, OneBeacon reported total premiums
earned of approximately $1.0 billion and net income of $55
million. GAAP shareholders' equity was $1.15 billion at 6/30/12,
compared to $1.11 billion at 12/31/11.

White Mountains Insurance Group, Ltd. is a Bermuda-domiciled
insurance holding company. For 2011, WTM reported net premium
volume of nearly $2.0 billion and net income of $809 million.
WTM's consolidated shareholders' equity was $4.3 billion at June
30, 2012.


PABELLON DE LA VICTORIA: Case Summary & 18 Unsecured Creditors
--------------------------------------------------------------
Debtor: Pabellon De La Victoria Movimiento Iglesias De Fe (Mi Fe)
        Inc.
        P.O. Box 1093
        Hormigueros, PR 00660

Bankruptcy Case No.: 12-08223

Chapter 11 Petition Date: October 16, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Gloria M. Justiniano Irizarry, Esq.
                  JUSTINIANO'S LAW OFFICE
                  Ensanche Martinez
                  8 Dr. A Ramirez Silva
                  Mayaguez, PR 00680-4714
                  Tel: (787) 831-2577
                  Fax: (787) 805-7350
                  E-mail: gloriae55amg@yahoo.com

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

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

The petition was signed by Evelyn Dominguez Ramos, president.

Debtor's List of Its 18 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Banco Popular De Puerto Rico       --                  $10,870,870
P.O. Box 10700
San Juan, PR 00936

Banco Popular De Puerto Rico       --                   $1,875,000
P.O. Box 10700
San Juan, PR 00936

Banco Popular De Puerto Rico       --                     $485,724
P.O. Box 10700
San Juan, PR 00936

Banco Popular De Puerto Rico       --                     $355,457
P.O. Box 10700
San Juan, PR 00936

Banco Popular De Puerto Rico       --                     $231,699

Banco Popular De Puerto Rico       --                     $165,961

Municipality Of Hormigueros        Business Debt           $99,770

Banco Popular De Puerto Rico       --                      $21,700

C.I.T. Group                       Business Debt           $15,568

Pro Tech Services                  --                      $10,980

IRS                                --                       $3,584

Xerox                              Business Debt            $2,900

State Insurance Fund               --                       $1,779

La Cadena Del Milagro              --                       $1,774

PRTC                               Business Debt            $1,650

Carlos Rodriguez Incles            --                       $1,000

Contractor Cash & Carry            Business Debt              $635

Renacer 106.1 FM                   Business Debt              $282


PAR PHARMACEUTICALS: S&P Assigns 'B+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Woodcliff Lake,
N.J.-based pharmaceutical company Par Pharmaceuticals Cos. Inc.
its 'B+' corporate credit rating. The rating outlook is stable.

"At the same time, we assigned the company's senior secured credit
facility, which consists of a $1.055 billion term loan B and a
$150 million revolving credit facility (undrawn), our 'B+' issue-
level rating with a recovery rating of '3', indicating our
expectation for meaningful (50% to 70%) recovery for lenders in
the event of payment default," S&P said.

"We also assigned the company's $490 million senior unsecured
notes our 'B-' issue-level rating with a recovery rating of '6',
indicating our expectation for negligible (0% to 10%) recovery in
the event of payment default," S&P said.

"The rating on Par reflects our assessment that the company has a
'weak' business profile because of its position as the fifth
largest generic pharmaceutical company and its lack of scale
compared with other larger generic companies," said Standard &
Poor's credit analyst Michael Berrian.

"We also believe that Par has an 'aggressive' financial risk
profile. Despite pro forma leverage of 5.3x as of June 30, 2012,
we believe EBITDA growth and the use of some free cash flow for
debt reduction will bring leverage to less than 5x over the next
year. Par is a manufacturer and marketer of a broad portfolio of
generic drugs," S&P said.


PATRIOT COAL: Notices of Transfers of Claims Made on Oct. 5 and 8
-----------------------------------------------------------------
Notices of transfers of claims were made last week in the Chapter
11 cases of Patriot Coal Corporation, et al., to wit:

A. Debtor Apogee Coal Company LLC

Transferee                    Tannor Partners Credit Fund, LP
Transferor                    Philippi-Hagenbuch, Inc.
Scheduled Amount of Claim     $32,748.20
Claim #                       Not Disclosed
Transfer Date                 Oct. 5, 2012
Docket Entry                  1385

B. Black Stallion Coal Company, LLC

Transferee                    Sierra Liquidity Fund, LLC
Transferor                    Johnson Industries, Inc.
Scheduled Amount of Claim     $12,222.34
Claim #                       Not Disclosed
Transfer Date                 Oct. 8, 2012
Docket Entry                  1394

C. Black Stallion Coal Company, LLC

Transferee                    Sierra Liquidity Fund, LLC
Transferor                    Johnson Industries, Inc.
Scheduled Amount of Claim     $12,222.34
Claim #                       399
Transfer Date                 Oct. 8, 2012
Docket Entry                  1395

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PATRIOT COAL: Wants Stay Lifted to Allow Payment of Defense Costs
-----------------------------------------------------------------
Patriot Coal Corporation, et al., ask the U.S. Bankruptcy Court
for the Southern District of New York to enter an order modifying
the automatic stay, to the extent it applies, to allow XL
Specialty Insurance Company and Ace American Insurance Company to
advance Defense Expenses of former CEO Richard M. Whiting and
former CFO Mark N. Schroeder (now SVP for Financial Planning of
Patriot) and to any future covered individuals who might be named
as defendants in related or similar class actions under the XL
Policy and the Ace Excess Policy.

On Oct. 31 2011, XL Specialty Insurance Company issued to Patriot
Management Liability and Company Reimbursement Insurance Policy
No. ELU123382-11 for the period Oct. 31, 2011, to Oct. 31, 2012.
Subject to all of its terms and conditions, the XL Policy
potentially affords coverage up to a maximum aggregate limit of
liability of $15,000,000, including Defense Expenses.

The XL Policy contains three Insuring Agreements.  First, under
Insuring Agreement A, coverage is provided to Insured Persons for
Loss resulting from a Claim if such Loss is not indemnified by
Patriot.  Insuring Agreement B provides coverage to Patriot to the
extent it indemnifies the Insured Persons for covered Loss in
connection with Claims made against Insured Persons.  Insuring
Agreement C provides coverage to Patriot for Company Loss
resulting from any Securities Claim made against Patriot.

Prior to the Petition Date, Ace American Insurance Company issued
to Patriot CODA Premier Directors and Officers Liability Excess
DIC Policy No. DOX G23652936 005 for the period Oct. 31, 2011, to
Oct. 31, 2012.  Subject to all of its terms and conditions, the
Excess Policy potentially affords coverage up to a maximum
aggregate limit of liability of $10,000,000.  The Excess Policy
provides that Ace will cover Defense Costs for covered individuals
to the extent the XL Policy does not provide coverage.

Expinoza and Rogers Class Actions

On Sept. 21, 2012, Ernesto Espinoza filed a putative class action
complaint on behalf of himself and all others similarly situated
in the United States District Court for the Eastern District of
Missouri.  The Espinoza Complaint named Richard M. Whiting and
Mark N. Schroeder as defendants.  The Espinoza Complaint asserts
claims against the Defendants under Section 10(b) of the
Securities and Exchange Act of 1934, 15 U.S.C. Section 78a et seq.
(the "Exchange Act"), and SEC Rule 10b-5, codified at 17 C.F.R.
240.10b-5.  The Espinoza Complaint also brings claims against Mr.
Whiting under Section 20(a) of the Exchange Act.

On Oct. 9, 2012, Furman Jerry Rogers III filed a putative class
action complaint on behalf of himself and all others similarly
situated in the United States District Court for the Eastern
District of Missouri.  The Rogers Complaint asserts the same
causes of action against the same Defendants as the Espinoza
Complaint.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PATRIOT COAL: Wants Plan Filing Period Extended Until May 5
-----------------------------------------------------------
Patriot Coal Corporation, et al., ask the U.S. Bankruptcy Court
for the Southern District of New York to extend the Debtors'
exclusive periods within which to file and solicit acceptances of
a plan or reorganization by 180 days, from Nov. 6, 2012, and
Jan. 5, 2013, respectively, to May 5, 2013, and July 4, 2013,
respectively, citing, among others, the existence of certain
unresolved contingencies, the resolution of which will affect the
Debtors' ability to propose a confirmable plan of reorganization.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PATRIOT COAL: Fifth Third Agrees to Challenge Deadline Extension
----------------------------------------------------------------
On Oct. 18, 2012, the Official Committee of Unsecured Creditors of
Patriot Coal Corporation, et al., and Fifth Third Bank as
Administrator and LC Bank stipulated to extend the challenge
deadline pursuant to the Aug. 3, 2012 Final DIP Order approving
Patriot's $802 million debtor-in-possession financing.  Subject to
and qualified by the terms of the Extension Stipulation, Fifth
Third Bank has agreed to an extension of the Challenge Deadline
for the Committee only, to and through Dec. 3, 2012.

Counsel to Fifth Third Bank, as Pre-Petition Securitization
Adminstrator, may be reached at:

          Craig E. Reimer, Esq.
          MAYER BROWN LLP
          71 S. Wacker Drive
          Chicago, IL 60606
          Tel: (312) 782-0600
          Fax: (312) 701-7711

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PENN VIRGINIA: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Radnor,
Pa.-based Penn Virginia Corp. (PVA) to positive from negative. "At
the same time, we affirmed our ratings on Penn Virginia, including
the 'B' corporate credit rating," S&P said.

"The revision of the outlook to positive reflects a substantial
improvement in PVA's liquidity profile," said Standard & Poor's
credit analyst Christine Besset. "Over the last several months,
the company has bolstered liquidity by slightly more than $300
million through a combination of common and preferred stock, an
increased borrowing base, and the sale of its Appalachian assets.
Based on our assumption that PVA will outspend cash flow by $100
million to $150 million annually in the next couple of years, we
expect the company's liquidity sources to cover its needs through
year-end 2014."

"The ratings on PVA reflect what we view as the company's
'aggressive' financial risk and 'vulnerable' business risk. The
ratings incorporate the company's relatively modest asset base and
production, exposure to natural gas (still 45% of pro forma
production in the second quarter of 2012), and aggressive capital
spending strategy due to its strategic shift to oil and liquids
production. These risks are mitigated by a decent level of
geographic diversity, an increasing profitability due to the ramp-
up in oil production, and an 'adequate' liquidity profile," S&P
said.

"The positive outlook reflects our view that we could raise our
ratings on the company over the next several quarters. We could
upgrade our ratings on Penn Virginia if liquids production and
reserves continue to increase and if we view it likely that the
company will be able to sustain debt leverage below 3.75x while
preserving adequate liquidity. We could stabilize the ratings if
we revised our current assumptions such that leverage would exceed
4.5x or liquidity deteriorates materially, likely due to higher-
than-expected capital spending," S&P said.


PCF SALECO: Wins More Time to Respond to Involuntary Bankruptcy
---------------------------------------------------------------
Steve Holtz at CSP Daily News reports that PCF Saleco LLC has
received a second extension of the deadline to respond to the
involuntary bankruptcy petition filed by three industry suppliers.

CSP Daily, citing court documents, says a U.S. Bankruptcy Court
judge approved the unopposed extension request to Oct. 31.

According to the report, in late September, PCF Saleco received a
two-week extension from the original response date of Sept. 27,
citing a pending plan to reach a "successful conclusion" to
negotiations with its gasoline supplier -- Phillips 66 -- that
would allow the company "to stabilize and focus upon its business
operations."

The report notes, apparently still at an impasse, PCF Saleco
requested a second extension on Oct. 12, specifically noting an
extended contract negotiation with ConocoPhillips/Phillips 66.

The report says the second request came after PCF Saleco handed
operations of its stores in the Kansas City market over to GasMart
USA, allowing the pumps and related c-stores to begin operating
again.

According to the report, financial problems at PCF Saleco led to
the temporary shutdown of the sites, which motivated the
involuntary bankruptcy filing.

According to the report, PCF Saleco, which purchased its 78 stores
from ConocoPhillips on Jan. 30, 2009, allegedly owes the three
suppliers involved in the involuntary petition more than $1.65
million, according to the Chapter 11 documents filed with the
District of Colorado Bankruptcy Court on Aug. 31.

The report says, earlier this month, Phillips 66 spokesperson
Alissa Hicks told The Kansas City Star that the fuel company was
"working with the marketer and the owner to resolve the issue as
quickly as possible."

PCF Saleco LLC is a retail chain spun off of K&G Petroleum in
2008.  Core-Mark International Inc., D&H Pump Service Inc., and
ACM Industries Inc. filed an involuntary Chapter 11 bankruptcy
petition against the Company.  Core-Mark, based in South San
Francisco, Calif., claims PCF Saleco owes it more than $1.64
million.  D&H Pump, a supplier of commercial fuel systems based in
Albuquerque, N.M., said PCF Saleco owes it $10,778.  ACM
Industries, a restaurant-supply company, also of Albuquerque,
claims PCF Saleco owes it nearly $3,000.  Caroline Fuller, Esq.,
represents the three unsecured creditors.


POST APARTMENT: Moody's Raises Preferred Rating From 'Ba1'
----------------------------------------------------------
Moody's Investors Service raised the senior unsecured rating of
Post Apartment Homes, LP and the preferred rating of Post
Properties, Inc. to Baa2 and Baa3, respectively, from Baa3 and
Ba1. The outlook was revised to stable from positive, reflecting
Moody's expectation that Post Properties will grow prudently
through acquisitions and development while maintaining its solid
credit profile.

Ratings Rationale

"Post Properties has positioned itself favorably in this current
environment of strong apartment fundamentals while maintaining
some of the best credit metrics found in the multifamily sector,"
said Chris Wimmer, a vice president at Moody's.

According to Moody's, Post Properties has a recognizable brand in
Atlanta and other markets, the average age of its apartment
communities is relatively new and the firm is able to command a
meaningful premium to market rents across its portfolio. Moreover,
the multifamily REIT's leverage metrics have improved with the
strong performance of the multifamily sector and are among the
best of its peers. At the end of the second quarter of 2012,
effective leverage was 33.6%, down from 40.1% at year end 2010,
and the firm's secured debt as a percent of gross assets had
dropped to 15.2% from 22.1% at 3Q11. Finally, Post Properties'
liquidity situation remains robust, with $330 million in unsecured
lines of credit that were 100% available at the end of the second
quarter, a large unencumbered asset base and very manageable debt
maturities for the next four years.

Among Moody's chief concerns with respect to Post Properties'
credit profile include geographic concentrations in Atlanta (26.5%
of NOI as of 2Q12), DC Metro (19.8%) and the state of Texas
(27.2%), the risk of which is heightened by the firm's smaller
size relative to its rating category. Furthermore, Post Properties
has experienced high volatility with its EBITDA margins.

Moody's indicated that the rating agency would likely increase
Post Properties' ratings should the apartment REIT increase in
size to $5 billion or more in gross assets accompanied by
improvement in geographic diversity while maintaining fixed charge
coverage higher than 2.75x and net debt less than 7x EBITDA.
Secured debt would also need to be 15% or lower than gross assets.
Improvement in EBITDA margins to 55% or better would also bode
well for ratings improvement. Conversely, should Post Properties
experience a decline in fixed charge coverage to 2.5x or lower, or
an increase in net debt to more than 7x EBITDA, Moody's would
likely revisit the rating with a negative bias. Downward pressure
on the firm's ratings would also result from increases in secured
debt closer to 20% of gross assets, as well as any meaningful
reversal of the progress made in its geographic diversification.

The following ratings were raised with a stable outlook:

  Post Properties, Inc. -- Baa3 preferred stock, from Ba1;
  (P)Baa3 preferred shelf, from (P)Ba1.

  Post Apartment Homes, LP -- Baa2 senior unsecured, from Baa3;
  (P)Baa2 senior unsecured shelf, from (P)Baa3.

In the last rating action with respect to Post Properties, Moody's
affirmed the REIT's ratings with a positive outlook on December
13, 2011.

The principal methodology used in this rating was Moody's Approach
for REITs and Other Commercial Property Firms published in July
2010.

Post Properties, Inc. (NYSE: PPS) is a REIT headquartered in
Atlanta and is a developer and operator of upscale multifamily
communities. Post Properties operates in ten markets across the
country and has interests in 21,982 apartment units in 59
communities, including 1,471 apartment units in four communities
held in unconsolidated entities and 1,810 apartment units in six
communities currently under development or in lease-up. The
Company is also selling luxury for-sale condominium homes in two
communities through a taxable REIT subsidiary.


PREMIER DENTAL: Moody's Assigns 'B3' Corp. Family Rating
--------------------------------------------------------
Moody's Investors Service assigned B3 Corporate Family and
Probability of Default Ratings to Premier Dental Services, Inc.
("PDS"), the parent company of Western Dental Services, Inc.
("Western Dental"). At the same time, Moody's assigned B3 (LGD4,
54%) ratings to the company's proposed first lien senior secured
credit facilities, including a $275 million senior secured first
lien term loan and a $25 million senior secured first lien
revolver. The proceeds from the senior secured credit facilities
will be used, along with an additional $300 million cash equity
contribution, to finance the acquisition of the company by New
Mountain Capital ("NMC") from current owners, Court Square Capital
Partners for approximately $550 million, and pay transaction fees
and expenses. The outlook for the ratings is stable.

This is the first time Moody's has publicly rated Premier Dental
Services, Inc

Moody's assigned the following ratings:

  $25 million senior secured first lien revolving credit
  facility, rated B3 (LGD4, 54%)

  $275 million senior secured first lien term loan, rated B3
  (LGD4, 54%)

  Corporate Family Rating, B3

  Probability of Default Rating, B3

All ratings are subject to review of final documentation.

Ratings Rationale

Western Dental's B3 Corporate Family Rating reflects the company's
small absolute revenue size, relatively high financial leverage,
high geographic concentration in California and considerable level
of bad debt expense. On a pro forma basis for the twelve months
ended June 30, 2012, the company's adjusted debt to EBITDA was
approximately 4.7 times. The ratings are supported by the
company's leading market position, its strong track record of
successful de novo expansion, favorable fundamentals within the
U.S. dental care industry and substantial equity contribution on
behalf of New Mountain Capital. The rating reflects the high
reliance on the ability of the company's regulated operating
subsidiaries to continue to successfully upstream cash via
dividend payments to service the debt held at Premier Dental
Services, Inc. While viewed as highly unlikely to occur, upstream
payments have the ability to become restricted under the operation
of the Knox-Keene Act, the California Department of Managed Health
Care ("DMHC") or the operating performance of these subsidiaries.

The rating outlook is stable, reflecting Moody's expectation that
financial leverage will improve over the next 12 to 18 months, and
that the company will exhibit improved free cash flow to debt. The
stable outlook also reflects Moody's assumption that the company
will not face regulatory limitations related to the up-streaming
of dividends from the regulated subsidiaries to service the debt
held at Premier Dental Services, Inc.

The ratings could be upgraded if positive free cash flow is
sustained, leverage is reduced to levels approaching 4.0 times on
a Moody's adjusted basis, and the company maintains a relatively
clean legal and regulatory profile.

The ratings could be downgraded if there is a material contraction
in the level of operating cash flow, such that free cash flow
turns negative, or if the company's liquidity deteriorates. While
highly unlikely, the ratings could also be lowered if the company
faces any regulatory restrictions in making dividend payments from
its regulated subsidiaries to service the debt held at Premier
Dental Services, Inc.

The principal methodology used in rating Premier Dental Services,
Inc. was the Global Healthcare Service Providers rating
methodology published in December 2011. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Orange, California, Premier Dental Services, Inc.
("PDS"), and its subsidiaries and affiliates, including Western
Dental Services, Inc., (collectively "Western Dental") is a
leading provider of full service general, specialty and
orthodontic dentistry services in the United States (89% of
revenue), and the largest provider of dentistry services in the
state of California. As a regulated and licensed HMO/health plan
under California's Knox-Keene Health Care Service Plan Act of
1975, and as permitted under Arizona law, Western Dental operates
predominantly under the staffing model, whereby the company
directly employs its dentists. The company's Dental Benefits
segment (11% of revenue) designs, sells, and administers group and
government managed care dental plans primarily in California.
Western Dental has 172 dental centers and 2,600 operatories in
California, Arizona, Nevada and Texas, and generated total
revenues of approximately $455 million over the twelve months
ended June 30, 2012.


RADLAX GATEWAY: Court Dismissed Chapter 11 Case
-----------------------------------------------
Bankruptcy Judge Bruce W. Black last month issued an order
dismissing the Chapter 11 case of RadLAX Gateway Hotel LLC.

The Court's order, dated Sept. 19, directed the Debtor to pay the
U.S. Trustee $13,000 due pursuant to 28 U.S.C. Sec. 1930, plus any
accrued interest pursuant to 31 U.S.C. Sec. 3717 by Sept. 26.  The
Court retained jurisdiction to enforce collection of the payment.

As reported by the Troubled Company Reporter on Sept. 5, the U.S.
Trustee for Region 11 believed the bankruptcy estate has
diminished, that any likelihood of rehabilitation is absent in
the case.

The Bankruptcy Court set a hearing for Sept. 19, to consider a
motion to convert RadLAX's Chapter 11 case to one under Chapter 7
of the Bankruptcy Code, or in the alternative dismiss the case.

The Bankruptcy Court on June 21 entered an order granting a second
renewed motion by the Debtor's lender for relief from the
automatic stay with respect to the Radisson Hotel at Los Angeles
International Airport, the Debtor's primary asset.

As reported by the TCR on July 17, the Court issued a 15th interim
order allowing RadLAX to use Amalgamated Bank's cash collateral to
fund the bankruptcy case through Oct. 17, 2012.  As of the
petition date, the Debtor and RadLAX Gateway Deck, LLC, owed in
excess of $120 million on account of the construction loan from
Amalgamated Bank, as trustee of the Longview Ultra I Construction
Loan Investment Fund, in its capacity as administrative agent for
itself and San Diego National Bank.  The Debtors were authorized
to use the cash collateral relating to the hotel's room revenues
and food and beverage revenues to pay operating expenses of the
hotel.

A controversy in the RadLAX case got the attention of the U.S.
Supreme Court early this year.  In a May 2012 decision, the
Supreme Court affirmed the rights of lenders to make a credit bid
in a bankruptcy sale.  The High Court said a debtor may not obtain
confirmation of a Chapter 11 cramdown plan that provides for the
sale of collateral free and clear of the bank's lien, but does not
permit the Bank to credit-bid at the sale.

In RadLAX's case, the debtors proposed to sell their property free
and clear of Amalgamated Bank's liens and repay the Bank with the
sale proceeds.  The Supreme Court said the ability to credit-bid
helps to protect a creditor against the risk that its collateral
will be sold at a depressed price.

Deanne Maynard, Esq., at Morrison & Foerster, argued for
Amalgamated Bank in the appeal.

           About River Road Hotel & RadLAX Gateway Hotel

River Road Hotel Partners, LLC, developed and manages the
InterContinental Hotel Chicago O'Hare located in Rosemont,
Illinois.  Affiliate RadLAX Gateway Hotel LLC owns the Radisson
hotel at Los Angeles International Airport.  Both were controlled
owned by Harp Group.

River Road and its affiliates filed Chapter 11 in Chicago (Bankr.
N.D. Ill. Lead Case No. 09-30029) on Aug. 17, 2009.  Based in Oak
Brook, Illinois, River Road estimated assets of as much as
$100 million and debt of as much as $500 million in its Chapter 11
petition.  River Road disclosed $0 in assets and $14,400,000 in
liabilities as of the Chapter 11 filing.

RadLAX and its affiliates filed a separate chapter 11 petition
(Bankr. N.D. Ill. Case No 09-30047) also on the same date.  RadLAX
estimated $50 million to $100 million in assets and up to $500
million in debts.

David M. Neff, Esq., at Perkins Coie LLP, serves as counsel to the
River Road and RadLAX debtors.  The two cases, however, are not
jointly administered.

The Official Committee of Unsecured Creditors is represented by
Stephen T. Bobo and Ann E. Pille at Reed Smith LLP.

Adam A. Lewis, Esq., and Norman S. Rosenbaum, Esq., of Morrison
Foerster LLP of San Francisco, California; and John W. Costello,
Esq., and Mary E. Olson, Esq., of Wildman, Harrold, Allen & Dixon
LLP of Chicago, Illinois, represented Amalgamated Bank.  John
Sieger, Esq., and Andrew L. Wool, Esq., of Katten Muchin Rosenman
LLP represented U.S. Bank.

The bankruptcy judge in Chicago on July 7, 2011, signed a
confirmation order for the Chapter 11 plan for River Road.  The
plan, which was proposed by River Road's lender, Amalgamated Bank,
will give ownership in exchange for $162 million in debt.  The
lender would waive its deficiency claim on taking title through
the plan.  The plan was declared effective Nov. 23, 2011.


RENAISSANCE LEARNING: Moody's Affirms 'B2' CFR; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service affirmed Renaissance Learning, Inc.'s
B2 corporate family rating (CFR) and changed its probability of
default (PDR) rating to B3 from B2. Moody's also assigned B2
ratings to Renaissance 's proposed amended/extended first lien
senior secured credit agreement, consisting of a $20 million
revolving credit facility due 2017 and a $230 million term loan
due 2018. The ratings outlook remains stable.

The company will use cash combined with proceeds from the amended
term loan to refinance existing indebtedness, including the $75
million second lien term loan (unrated). Moody's views the
transaction as credit positive as it materially reduces interest
expense, extends debt maturities, and reduces leverage.
Specifically, the pro forma debt balance declines to $230 million
from $248 million as of September 30, 2012. However, there is no
change to the company's ratings or outlook based on Moody's view
that, despite the benefits of the transaction, pro forma credit
metrics do not improve sufficiently to justify a higher rating.

The change in the PDR to B3 from B2 reflects the fact that the
proposed capital structure consists entirely of first lien debt
(as per Moody's Loss Given Default Methodology).

Rating affirmed:

Corporate family rating at B2

Rating changed:

Probability of default rating to B3 from B2

Ratings assigned:

Proposed $20 million first lien senior secured revolving credit
facility due 2017 at B2 (LGD3, 34%)

Proposed $230 million first lien senior secured revolving credit
facility due 2018 at B2 (LGD3, 34%)

Ratings to be withdrawn:

$20 million first lien senior secured revolving credit facility
due 2016 at B1 (LGD3, 34%)

$173 million first lien senior secured term loan due 2017 at B1
(LGD3, 34%)

Rating Rationale

Renaissance's B2 corporate family rating reflects the company's
small scale, high leverage with debt to EBITDA expected to
slightly exceed 5.0 times (Moody's adjusted and pro forma for the
pending refinancing), and balance sheet debt that is well in
excess of revenues. The rating also considers the company's
reliance on a single product -- Accelerated Reader -- for a large
portion of its revenues, as well as competition from large scale
well-capitalized companies and the company's susceptibility to
school budget cuts. High leverage reduces Renaissance's financial
flexibility and its ability to withstand changes to the
competitive environment. Notwithstanding these risks, the rating
derives support from Renaissance's business position as a provider
of computer-based assessment technology in a fragmented market, a
large-base of active school customers, a material proportion of
recurring subscription-based revenues, and its ability to grow
orders despite weak macroeconomic conditions and the associated
pressures on school budgets. The rating also benefits from the
company's good operating margins and expectations for positive
free cash flow generation supported by modest capital expenditure
requirements.

The stable outlook reflects Moody's expectation that Renaissance
will continue to grow new orders despite continued school
budgetary pressures while applying free cash flow to debt
reduction.

The ratings could be pressured if the challenging operating
environment causes order trends to weaken such that Renaissance's
debt to EBITDA increases above 6.0 times and/or EBITDA less capex
to interest falls below 2.0 times. Debt financed acquisitions
and/or shareholder enhancement activities could also pressure the
ratings.

Moody's could upgrade Renaissance's ratings if it organically
grows its scale and broadens its product mix while sustaining debt
to EBITDA below 4.0 times, EBITDA less capex coverage of interest
expense above 2.5 times, and free cash flow to debt in excess of
10%.

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

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

The principal methodology used in rating Renaissance Learning,
Inc. 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.

Renaissance Learning, Inc. is a provider of computer-based
assessment technology and school improvement programs for pre-
kindergarten through senior high (pre-K-12) schools and districts.
The company revenues were approximately $140 million for the
twelve months ended June 30, 2012 (adjusting for the write-off of
deferred revenue).


RESIDENTIAL CAPITAL: Court OKs Amendments to DIP Loan Agreement
---------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York authorized Residential Capital LLC and its
debtor-affiliates to amend the Superpriority Debtor-in-Possession
Credit and Guaranty Agreement with Barclays Bank plc in order to:

  (i) consummate the sale of their "legacy" whole loan portfolio
      prior to the sale of their mortgage loan origination and
      servicing platform; and

(ii) sell certain junior lien collateral consisting of Federal
      Housing Administration mortgage insurance backed mortgage
      loans and mortgage loans guaranteed by the U.S. Department
      of Veterans Affairs.

The Court also authorized the Debtors to pay aggregate fees of up
to $2.05 million to the lenders and administrative agent under
the Amended DIP Agreement.

The Original DIP Agreement provides the Debtors with up to $190
million revolving loan facility, up to $1.060 billion A-1 term
loan facility, and up to $200 million A-2 term loan facility.

                     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 and 24.  The hearing to approve the sales is
set for Nov. 19.  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: Has Green Light to Pay Up to $7MM to Execs
---------------------------------------------------------------
The Bankruptcy Court authorized Residential Capital LLC and its
affiliates to pay $4.1 million to $7.0 million to 17 executives
and senior managers to incentivize them for the work they've done
to preserve and maximize the value of the Debtors' estates for the
benefits of creditors.

Under the Key Employee Incentive Program, the aggregate award for
closing the stalking horse sales has been reduced from 63% to 20%;
and a new metric allocates a greater percentage (50%) of an
individual's award to the improvement of the purchase prices paid
at the auctions for sale of the Debtors' assets.  The remaining
30% of the KEIP awards are allocated evenly among achieving the
financial/operational metrics utilized in the Original KEIP.

This is the Debtors' second request for approval of the KEIP.  The
first KEIP was rejected by the Court after determining that the
structure of the program was not primarily incentivizing.

                     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 and 24.  The hearing to approve the sales is
set for Nov. 19.  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: AFI Files Letter Supporting Sale
-----------------------------------------------------
Ally Financial Inc. filed with the Court a letter agreement, dated
May 13, 2012, by and between AFI and Nationstar Mortgage LLC.  AFI
says it wishes to make all interested parties, including any
qualified bidder on Residential Capital's mortgage servicing and
origination platform, aware of the terms of the AFI Support
Letter.  Subject to and without waiving any of AFI's objections
and reservation of rights relating to the Asset Purchase Agreement
and the Debtors' proposed platform sale, AFI says it is prepared
to offer substantially similar terms to all qualified bidders
participating in the auction scheduled for Oct. 23, 2012.

             Syncora Guarantee Seeks Clarification

The RMBS Trustees objected to the Debtors' proposed assumption
and assignment of certain executory contracts, mostly servicing
agreements, in connection with the proposed sale of the Debtors'
mortgage servicing platform to Nationstar Mortgage, LLC.  The
Court scheduled an Oct. 17 hearing to consider the RMBS Trustees'
objection.

Syncora Guarantee Inc. complains that early consideration by the
Court of the RMBS Trustees' objection, at a hearing where other
objections that raise identical and similar issues have not been
noticed and are not heard, will prejudice Syncora's interests.

Syncora relates that it objects to the Debtors' proposed
assumption and assignment of certain servicing contracts in
connection with the proposed asset sale on substantially the same
grounds as the RMBS Trustees that (i) the Debtors propose to
fundamentally alter those contracts in violation of Chapter 11
and the rights provided under the contracts to counterparties,
and (ii) the Debtors have not demonstrated that the proposed
assignee of these contracts, Nationstar Mortgage LLC can and will
fully perform under these contracts under assumption and
assignment.

CitiMortgage, Inc., Fannie Mae, USAA Federal Savings Bank, and
MidFirst Bank joined in Syncora's request for clarification on
Oct. 17 hearing.  These parties also reserve their rights to
further raise objections to the proposed assumption and
assignment of executory contracts.

                     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 and 24.  The hearing to approve the sales is
set for Nov. 19.  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 Retains EPIQ as Info Agent
---------------------------------------------------------
The Court authorized the Official Committee of Unsecured Creditors
in Residential Capital LLC's cases to retain Epiq Bankruptcy
Solutions, LLC, as its information agent.  Epiq will, among other
things, maintain the Committee website, establish an email address
to allow unsecured creditors to send questions and comments
concerning the Chapter 11 cases, provide a class center to respond
to creditor inquiries, and assist the Committee with certain
administrative tasks.

Epiq professionals will be paid according to these hourly rates:

   Clerk                              $32- $48
   Case Manager                       $76-$116
   IT/Programming                    $112-$152
   Snr. Case Manager/Consultant      $132-$176
   Senior Consultant                 $180-$220

As information agent, Epiq will:

   (a) establish and maintain a web site at
       www.rescapcommittee.com that provides, without limitation
       general information regarding the Chapter 11 cases,
       contact information, the claims bar dates, voting
       deadlines with respect to any chapter 11 plan of
       reorganization filed in the Chapter 11 Cases, the claims
       docket, the Debtors' monthly operating reports, a list of
       omnibus hearing dates, answers to frequently asked
       questions; and links to other relevant websites;

   (b) establish an e-mail address to allow unsecured creditors
       to send questions and comments concerning the Chapter 11
       Cases;

   (c) provide a call center or other creditor hotline, respond
       to creditor inquiries via telephone, letter, email,
       facsimile or otherwise, as appropriate, and related
       services (which will be published on the Committee Web
       site);

   (d) assist the Committee with certain administrative tasks,
       including, but not limited to, printing and serving
       documents as directed by the Committee and its counsel;
       and

   (e) provide a confidential data room, if necessary.

                     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 and 24.  The hearing to approve the sales is
set for Nov. 19.  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).


RESORT AT PIKES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: The Resort at Pikes Peak, LLC
        P.O. Box 1316
        Boulder, CO 80306

Bankruptcy Case No.: 12-31369

Chapter 11 Petition Date: October 16, 2012

Court: U.S. Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: David M. Serafin, Esq.
                  LAW OFFICE OF DAVID M. SERAFIN
                  3773 Cherry Creek Drive N., Suite 575
                  Denver, CO 80209
                  Tel: (303) 862-9124
                  E-mail: david@davidserafinlaw.com

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

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

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

The petition was signed by John C. Ball, CEO.


REVEL ENTERTAINMENT: Bank Debt Trades at 31% Off
------------------------------------------------
Participations in a syndicated loan under which Revel
Entertainment Group LLC is a borrower traded in the secondary
market at 69.42 cents-on-the-dollar during the week ended Friday,
Oct. 19, a drop of 8.36 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 750 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Feb. 15, 2017, and carries Moody's Caa1 rating and
Standard & Poor's CCC rating.  The loan is one of the biggest
gainers and losers among 198 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Revel Entertainment -- http://www.revelresorts.com/-- owns Revel,
a newly opened beachfront resort that features more than 1,800
rooms with sweeping ocean views.  The smoke-free resort has indoor
and outdoor pools, gardens, lounges, a 32,000-square-foot spa, a
collection of 14 restaurant concepts, and a casino.  Revel is
located on the Boardwalk at Connecticut Avenue in Atlantic City,
New Jersey.


RICHFIELD EQUITIES: Hearing Today on Sale; Teamsters, Bank Object
-----------------------------------------------------------------
Richfield Equities LLC is slated to return to the Bankruptcy Court
in Flint, Mich., Tuesday morning at 11 a.m. to seek approval of
guidelines that will govern the sale of the Debtors' assets and
operations affecting their Flint facility.

Richfield is seeking to sell primarily eight waste disposal
services contracts in Oakland County, Michigan, to Rizzo
Environmental Services Inc., which has agreed to serve as stalking
horse bidder in an auction with its $2 million offer.  The deal
with Rizzo has a closing date of Nov. 9.

Richfield has another deal to sell other assets, operations, and
contracts to Halton Recyclng Limited for $5 million.  Halton has
agreed to have its bid tested at auction.  The Halton deal also
has a closing date of Nov. 9.

The Teamsters union, Local 332, on Monday lodged a limited
objection to the proposed sale.  The union said the deals will
certainly impact the more than 100 Teamsters Local 332-represented
employees ni Richfield's Flint Division.  The Teamsters complained
that neither Richfield nor the prospective buyers have approached
the union or responded with respect to issues relating to the
sale, the continued employment of the Flint division employees,
the continuing application of the union's collective bargaining
agreement, or the continuing operations of the Flint Division.
They also have failed to provide documents requested by the union.
The union said the proposed sale documents appear to contemplate
Court approval that would, in effect, purport to reject the CBA
and extinguish labor law obligations.

1st Source Bank, which purports to have a lien on certain of the
assets being sold, said it does not consent to the sale of its
collateral.  The bank said the Debtor cannot demonstrate that the
price the property is sold is greater than the aggregate value of
all liens with respect to the collateral at this time.

1st Source Bank said the Debtor owes it $228,171 pursuant to
promissory notes, which is secured by certain of the Debtors'
assets, including freightliners, trucks and containers.  Richfield
is in default under the promissory notes.

The Teamsters union is represented in the case by:

          Lisa M. Smith, Esq.
          McKNIGHT McCLOW CANZANO SMITH & RADTKE P.C.
          400 Galleria Officentre, Suite 117
          Southfield, MI 48034
          Tel: 248-354-9650
          E-mail: lsmith@michworklaw.com

The bank is represented in the case by:

          Jeffery A. Johnson, Esq.
          Trevor Q. Gasper, Esq.
          MAY OBERFELL LORBER
          4100 Edison Lakes Parkway, Suite 100
          Mishawaka, IN 46545
          Tel: 574-243-4100
          Fax: 574-232-9789
          E-mail: jjohnson@maylorber.com
                  tgasper@maylorber.com

                      About Richfield Equities

Flint, Michigan-based Richfield Equities, L.L.C., and three
affiliates sought Chapter 11 bankruptcy protection (Bankr. E.D.
Mich. Case Nos. 12-33788 to 12-33791) on Sept. 18, 2012.  The
affiliates are Richfield Landfill, Inc., Richfield Management,
L.L.C., Inc., and Waste Away Disposal, L.L.C.

Judge Daniel S. Opperman oversees the case.  The Debtors have
tapped Carson Fischer, P.L.C. as bankruptcy counsel; Huron
Consulting Services, LLC's Jeffrey M. Beard as chief restructuring
officer; C. Thomas Toppin & Associates, P.c. as general corporate
and transactional counsel; and Kurtzman Carson Consultants LLC as
claims and notice agent.

In its petition, Richfield Equities estimated under $1 million in
assets and between $10 million to $50 million in debts.  Richfield
Landfill estimated between $10 million to $50 million in both
assets and debts.  The petitions were signed by Jeffrey M. Beard,
chief restructuring officer.

Richfield Equities is a vertically integrated solid waste
collection, transfer, disposal and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan.  The
Debtors have two landfills, two transfer stations, and collection
and hauling operations.  The Companies' consolidated balance sheet
shows assets of $37.1 million and liabilities of $41.8 million as
of April 30, 2012.

The U.S. Trustee has appointed a four-member official committee of
unsecured creditors.


RICHFIELD EQUITIES: U.S. Trustee Appoints 4-Member Creditors Panel
------------------------------------------------------------------
Daniel M. McDermott, the U.S. Trustee for Region 9, appointed four
members to an official committee of unsecured creditors in the
Chapter 11 case of Richfield Equities LLC and its affiliated
debtors.  The panel members are:

          (a) Rick Slagenwhite
              Michigan Tractor and Machinery Co.
              24800 Novi Rd.
              Novi, MI 48375
              Tel: 248-349-4800
              Fax: 866-743-4213
              E-mail: rick.slagenwhite@michigancat.com

          (b) David S. Wardin
              Kieft Engineering, Inc.
              5852 S. Main St.
              Clarkston, MI 48346
              Tel: 248-625-5251 ext. 208
              Fax: 248-625-7110
              E-mail: dwardin@kiefteng.com

          (c) Mike Skuratovich
              Eastern Oil Company
              590 S. Paddock St
              Pontiac, MI 48341
              Tel: 248-333-1333 ext. 239
              Fax: 248-333-1333
              E-mail: mskuratovich@easternoil.com

          (d) Roger G. Zulauf, CPA
              Fenner, Melstrom, & Dooling, PLC
              355 S. Old Woodward #200
              Birmingham, MI 48009
              Phone: 248-258-8900
              Fax: 248-258-2727
              Email: rzulauf@fmdcpas.com

The U.S. Trustee is represented in the case by:

          Claretta Evans, Esq.
          Trial Attorney
          Office of the U.S. Trustee
          211 West Fort St - Suite 700
          Detroit, MI 48226
          Tel: (313) 226-7912
          E-mail: Claretta.Evans@usdoj.gov

The Committee is being represented by:

          Scott A. Wolfson, Esq.
          Anthony J. Kochis, Esq.
          WOLFSON BOLTON PLLC
          3150 Livernois, Suite 275
          Troy, MI 48083
          Telephone: (248) 247-7103
          Facsimile: (248) 247-7099
          E-Mail: swolfson@wolfsonbolton.com

Flint, Michigan-based Richfield Equities, L.L.C., and three
affiliates sought Chapter 11 bankruptcy protection (Bankr. E.D.
Mich. Case Nos. 12-33788 to 12-33791) on Sept. 18, 2012.  The
affiliates are Richfield Landfill, Inc., Richfield Management,
L.L.C., Inc., and Waste Away Disposal, L.L.C.

Judge Daniel S. Opperman oversees the case.  The Debtors have
tapped Carson Fischer, P.L.C. as bankruptcy counsel; Huron
Consulting Services, LLC's Jeffrey M. Beard as chief restructuring
officer; C. Thomas Toppin & Associates, P.c. as general corporate
and transactional counsel; and Kurtzman Carson Consultants LLC as
claims and notice agent.

In its petition, Richfield Equities estimated under $1 million in
assets and between $10 million to $50 million in debts.  Richfield
Landfill estimated between $10 million to $50 million in both
assets and debts.  The petitions were signed by Jeffrey M. Beard,
chief restructuring officer.

Richfield Equities is a vertically integrated solid waste
collection, transfer, disposal and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan.  The
Debtors have two landfills, two transfer stations, and collection
and hauling operations.  The Companies' consolidated balance sheet
shows assets of $37.1 million and liabilities of $41.8 million as
of April 30, 2012.


RICHFIELD EQUITIES: Sec. 341 Creditors' Meeting on Wednesday
------------------------------------------------------------
Daniel M. McDermott, the U.S. Trustee for Region 9, will convene a
Meeting of Creditors pursuant to Section 341 of the Bankruptcy
Code in the Chapter 11 cases of Richfield Equities LLC and its
affiliated debtors on Oct. 24, 2012 at 11:30 a.m. Eastern Standard
Time at the Office of the United States Trustee, 600 Church St,
Room G-19, in Flint, Michigan.

Rule 9001(5) of the Federal Rules of Bankruptcy Procedure requires
that a representative of the Debtors appears at the Meeting of
Creditors for the purpose of being examined under oath by a
representative of the Office of the United States Trustee and by
any interested parties that attend the meeting.  Creditors are
welcome, but not required, to attend the meeting.  The Meeting of
Creditors may be continued or adjourned by notice at the meeting,
without further written notice to creditors.

                      About Richfield Equities

Flint, Michigan-based Richfield Equities, L.L.C., and three
affiliates sought Chapter 11 bankruptcy protection (Bankr. E.D.
Mich. Case Nos. 12-33788 to 12-33791) on Sept. 18, 2012.  The
affiliates are Richfield Landfill, Inc., Richfield Management,
L.L.C., Inc., and Waste Away Disposal, L.L.C.

Judge Daniel S. Opperman oversees the case.  The Debtors have
tapped Carson Fischer, P.L.C. as bankruptcy counsel; Huron
Consulting Services, LLC's Jeffrey M. Beard as chief restructuring
officer; C. Thomas Toppin & Associates, P.c. as general corporate
and transactional counsel; and Kurtzman Carson Consultants LLC as
claims and notice agent.

In its petition, Richfield Equities estimated under $1 million in
assets and between $10 million to $50 million in debts.  Richfield
Landfill estimated between $10 million to $50 million in both
assets and debts.  The petitions were signed by Jeffrey M. Beard,
chief restructuring officer.

Richfield Equities is a vertically integrated solid waste
collection, transfer, disposal and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan.  The
Debtors have two landfills, two transfer stations, and collection
and hauling operations.  The Companies' consolidated balance sheet
shows assets of $37.1 million and liabilities of $41.8 million as
of April 30, 2012.

The U.S. Trustee has appointed a four-member official committee of
unsecured creditors.  The panel is represented by Wolfson Bolton
PLLC.


RICHFIELD EQUITIES: Has Final Approval of Comerica DIP Financing
----------------------------------------------------------------
Richfield Equities LLC and its debtor-affiliates sought and
obtained, on a final basis, permission from the Bankruptcy Court
to borrow funds from Comerica Bank, the Debtors' pre-bankruptcy
lender.  The Debtors also won permission to borrow cash tied to
the bank debt.

As of the petition date, Richfield Equities owed Comerica
$18,170,628 in principal, $220,196 in interest, and $7,742 in late
fees.  The amounts include $8,903,627 owed under a Revolving
Credit Note; $1,558,499 under a Term Note; $1,505,963 under a Term
Note-D; $2,600,000 under a Huron Hills Note; $998,330 under a
Conversion Term Note; and $2,604,208 under a Capital Requirements
Note.

The Debtors are also indebted to the bank for unpaid, fully earned
and nonrefundable fees which total $620,000.  The debt is secured
by substantially all assets of the Debtors and the corporate
guarantors, including without limitation (i) real property
commonly known as 11145 E. Mt. Morris Road, Davison, Michigan;
(ii) real property commonly known as 4151 McMillan, Bad Axe,
Michigan, and (iii) real property commonly known as 4132 Dove
Road, Port Huron, Michigan.

Pursuant to the Final DIP Order, the Bank may consider, in its
sole discretion, postpetition advances for operating expenses,
provided that the principal amount of such requested postpetition
advance and all other postpetition advances under a Postpetition
Revolving Note by Richfield Equities, L.L.C. to the Bank, plus the
outstanding principal amount of the prepetition Revolving Credit
Note, will not exceed the lesser of (A) $12,600,000, or (B) the
Advance Formula as defined in the Prepetition Loan Documents,
provided that the Temporary Additional Overformula Amount is
amended to mean $9,800,000.

The Court previously issued an Interim Order on Sept. 21, which
authorized the bank to advance funding, provided that the
principal amount of the postpetition advance and all other
postpetition advances under a Postpetition Revolving Note by
Richfield Equities, L.L.C. to the Bank, plus the outstanding
principal amount of the prepetition Revolving Credit Note, will
not exceed the lesser of (A) $10,620,000, or (B) the Advance
Formula as defined in the Prepetition Loan Documents, provided
that the Temporary Additional Overformula Amount is amended to
mean $8,215,290.

The Final DIP Order provides that the Debtors' ability to request
advances and the Postpetition Note will terminate on the earlier
of Nov. 9, 2012, or upon a default by the Debtors, unless the
Termination Date is extended by written stipulation of the Bank
and Debtors.

The order provides that interest on the Prepetition Notes will
continue to accrue at the non-default rate specified in the
Prepetition Loan Documents.  The non-default rate of interest on
the Postpetition Note will be the Daily Adjusting LIBOR Rate plus
the Applicable Margin of 6.0%.

The order requires the Debtors to close the sale of substantially
all of their assets by Nov. 9, 2012.

Regarding the use of the bank's cash collateral, as adequate
protection with respect to the prepetition bank debt and for any
diminution in the Prepetition Collateral (whether cash collateral
or non-cash collateral), the Bank is granted a continuing and
replacement security interest and lien in all of the Postpetition
Collateral.  The replacement lien on Postpetition Collateral
granted to the Bank will be junior only to (i) the lien securing
the postpetition debt, and (ii) if the Debtors' interest in any of
the Postpetition Collateral as of the Petition Date was encumbered
by a valid, binding and unavoidable lien senior to the prepetition
lien held by Bank, then to such existing senior lien.

While final, the DIP Order provides a window for the official
unsecured creditors' committee to file objection to the financing
through the earlier of (a) 14 days after it is served with the DIP
Order, or (b) Nov. 13, 2012.

Comerica Bank is represented by:

          Ralph E. McDowell, Esq.
          Marc M. Bakst, Esq.
          BODMAN PLC
          6th Floor at Ford Field
          1901 St. Antoine Street
          Detroit, MI 48226
          Tel: 313-259-7777
          E-mail: rmcdowell@bodmanlaw.com
                  mbakst@bodmanlaw.com

                      About Richfield Equities

Flint, Michigan-based Richfield Equities, L.L.C., and three
affiliates sought Chapter 11 bankruptcy protection (Bankr. E.D.
Mich. Case Nos. 12-33788 to 12-33791) on Sept. 18, 2012.  The
affiliates are Richfield Landfill, Inc., Richfield Management,
L.L.C., Inc., and Waste Away Disposal, L.L.C.

Judge Daniel S. Opperman oversees the case.  The Debtors have
tapped Carson Fischer, P.L.C. as bankruptcy counsel; Huron
Consulting Services, LLC's Jeffrey M. Beard as chief restructuring
officer; C. Thomas Toppin & Associates, P.c. as general corporate
and transactional counsel; and Kurtzman Carson Consultants LLC as
claims and notice agent.

In its petition, Richfield Equities estimated under $1 million in
assets and between $10 million to $50 million in debts.  Richfield
Landfill estimated between $10 million to $50 million in both
assets and debts.  The petitions were signed by Jeffrey M. Beard,
chief restructuring officer.

Richfield Equities is a vertically integrated solid waste
collection, transfer, disposal and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan.  The
Debtors have two landfills, two transfer stations, and collection
and hauling operations.  The Companies' consolidated balance sheet
shows assets of $37.1 million and liabilities of $41.8 million as
of April 30, 2012.

The U.S. Trustee has appointed a four-member official committee of
unsecured creditors.  The panel is represented by Wolfson Bolton
PLLC.


SAGAMORE PARTNERS: Gets 13th Interim OK to Use Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
according to Sagamore Partners, Ltd.'s case docket, authorized, in
a thirteenth interim order:

   1. the Debtor's continued access to the cash collateral of
      Secured Lender JPMCC 2006-LDP7 Miami Beach Lodging, LLC, to
      pay for the operating expenses and costs of administration,
      pursuant to a revised budget, with a permitted variance of
      5% on a per line item basis;

   2. grant adequate protection; and

   3. the Debtor's payments to critical vendors.

As reported in the Troubled Company Reporter on Aug. 2, 2012,
as adequate protection, the secured lender is granted replacement
liens.  In addition, the lender will receiver from the Debtor
interest payments, calculated at the contract rate of 6.54%, based
on the outstanding principal amount of the prepetition debt, as
provided in the budget.  It is also an allowed superpriority
administrative expense claim under Section 507(b) of the
Bankruptcy Code.

                   About Sagamore Partners, Ltd.

Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design.  The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach.  Sagamore Partners is owned by Martin Taplin.

Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011.  Judge A. Jay Cristol
presides over the case.  Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel.  The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing.  The petition was signed by Martin W. Taplin, Pres of
Miami Beach Vacation Resorts, Inc., manager of Sagamore GP, LLC,
general partner.

The Debtor has requested for an extension in its solicitation
period.  Bankruptcy Judge A. Jay Cristol denied approval of
the disclosure statement explaining its Plan of Reorganization.
Pursuant to the Plan, the Debtor proposes to reinstate the
maturity date of its loan with JPMCC 2006-LDP7 Miami Beach
Lodging, with interest from the Effective Date of the Plan at the
loan's non-default interest rate; and cure monetary defaults under
the Loan by paying the Secured Lender unpaid interest which has
accrued on the Loan at the Interest Rate, but not interest which
has accrued on the Loan at the Default Rate.


SALUTARIS DIALYSIS: Judge Declines to Revive Chapter 11 Case
------------------------------------------------------------
Bankruptcy Judge Brian K. Tester denied a motion filed by
Salutaris Dialysis & Nephrology Center requesting reconsideration
of the Court's Aug. 1 Opinion and Order dismissing the Debtor's
Chapter 11 case.  The Court also denied the Debtor's request to
amend or alter certain findings of fact and conclusions of law
under Rule 52(b) F.R. Civ. P. (Dkt. No. 40).

Judge Tester ruled that Salutaris' main asset is the 2009 lease
agreement with San Juan Bautista Medical Center d/b/a Hospital San
Juan Bautista for the operation of the dialysis ambulatory
service.  The judge noted that the lease has been rejected as part
of the hospital's 2011 bankruptcy and eventual sale to Hospital
Menonita Caguas Inc.

The Court also held that the Certificate of Necessity and
Convenience and a licence, both issued by the Puerto Rico
Department of Health, and that permitted the Debtor to operate as
a dialysis ambulatory center through February 2014 have been
revoked and superseded by the CNC and license the DOH issued in
favor of Menonita following the sale.

Accordingly, Judge Tester said reorganization is unlikely and
there is no reasonable likelihood of rehabilitation.  Moreover,
there are no assets to liquidate or administer in a potential
Chapter 7 case.  Judge Tester said dismissal appeared to be in the
best interest of the creditors and the estate, and not conversion.

Escuela de Medicina San Juan Bautista and Hospital Menonita Caguas
opposed the Debtor's motion for reconsideration.

A copy of the Court's Oct. 17, 2012 Opinion and Order is available
at http://is.gd/mqTDF4from Leagle.com.

San Juan Bautista Medical Center Corp. filed for Chapter 11
bankruptcy (Bankr. D.P.R. Case No. 11-02270) on March 18, 2011.

Salutaris Dialysis & Nephrology Center, in Caguas, Puerto Rico,
filed for Chapter 11 bankruptcy (Bankr. D.P.R. Case No. 12-04675)
on June 15, 2012.  The Law Office of Carlos Rodriguez Quesada,
Esq., serves as the Debtor's counsel.  In its petition, the Debtor
listed under $50,000 in assets and under $10 million in debts.  A
copy of the Company's list of its 14 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/prb12-04675.pdf The petition was signed
by Shakil Shafique, secretary.


SEARCHMEDIA HOLDINGS: 11.2-Mil. Warrants to Expire on Feb. 19
-------------------------------------------------------------
SearchMedia Holdings Limited's Board of Directors has approved an
extension of the expiration date of its 10.7 million warrants with
an exercise price of $6.00 and 500,000 warrants with an exercise
price of $7.00 from Nov. 19, 2012, to Feb. 19, 2013.  All other
provisions of the warrants remain the same.

                         About SearchMedia

SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China.  SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China.  Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai.  SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.

Marcum Bernstein & Pinchuk LLP, in New York, issued a "going
concern" qualification on the consolidated financials statements
for the year ended Dec. 31, 2011.  The independent auditors noted
that the Company has suffered recurring losses and has a working
capital deficiency of approximately $31,000,000 at Dec. 31, 2011,
which raises substantial doubt about its ability to continue as a
going concern.

Searchmedia Holdings reported a net loss of $13.45 million
in 2011, a net loss of $46.63 million in 2010, and a net loss of
$22.64 million in 2009.

The Company's balance sheet at June 30, 2012, showed US$39.18
million in total assets, US$41.22 million in total liabilities and
a US$2.04 million total shareholders' deficit.


SHALE-INLAND HOLDINGS: Moody's Assigns 'B3' CFR; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family and
probability of default rating to Shale-Inland Holdings, LLC. In
addition, Moody's assigned a B3 rating to the company's proposed
$250 million senior secured notes due 2019. The rating outlook is
stable.

The proceeds from the proposed note offering will be used to
refinance a portion of Shale-Inland's existing indebtedness, and
to pay related fees and expenses. The company plans to pay down
the majority of the outstanding balance on its asset based lending
facility and to reduce the borrowing limit on that facility to
$175 million from $350 million upon completion of the note
offering.

The following ratings were assigned in this rating action:

  Corporate Family Rating B3;

  Probability of Default Rating B3;

  $250 million of senior secured notes B3 (LGD4, 57%);

This is a newly initiated rating and is Moody's first press
release on this issuer.

Ratings Rationale

The B3 corporate family and probability of default ratings reflect
Shale-Inland's small size, elevated leverage, significant exposure
to the cyclical downstream energy sector, the possibility of
further debt financed acquisitions and the company's low profit
margins, which are typical of the distribution industry. Moody's
expects Shale-Inland to produce revenue of approximately $950
million and EBITDA of approximately $70 million over the next 12
months including Moody's standard adjustments for leases. This
should result in an elevated leverage ratio of approximately 4.5x.

Shale-Inland's ratings are supported by the company's profitable
history, beneficial exposure to MRO activity, long-term
relationships with large and well-established customers as well as
the countercyclical working capital needs and limited capital
expenditure requirements of the distribution business model.
Shale's pro forma liquidity profile also supports the ratings
since they will have no near-term debt maturities and low
outstanding borrowings on the credit facility after the note
offering is complete.

The stable outlook presumes the company's operating results will
remain relatively stable or gradually improve over the next 12 to
18 months and result in improved credit metrics. It also assumes
the company will carefully balance its leverage and other credit
metrics with its acquisition strategy. The outlook considers the
resilience of the distribution business model, which in a downturn
should benefit from cash generated through reduced working
capital.

The ratings could experience upward pressure if the company
reduces its financial leverage below 4.0x and consistently
generates free cash flow of at least $50 million.

Negative rating pressure could develop if deteriorating operating
results or debt financed acquisitions result in a leverage ratio
consistently above 4.5x or an interest coverage ratio below 1.5x,
as measured by (EBITDA-CapEx)/Interest. A significant reduction in
borrowing availability or liquidity could also result in a
downgrade.

The principal methodology used in rating Shale-Inland was the
Global Distribution & Supply Chain Services methodology published
in November 2011. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Shale-Inland Holdings, LLC, headquartered in Houston, Texas, is a
distributor and supplier of pipe, valves, fittings (PVF), related
products and technical solutions to the energy and industrial
sectors and a processor of stainless steel and aluminum products.
Shale-Inland was formed in March 2012 through the combination of
HD Supply's Industrial Pipe, Valves and Fittings division and
Shale-Inland's Main Steel and Stamping & Fabricating divisions.
The company operates in three segments: Specialty Industrial PVF
(approximately 56% of LTM sales) is a distributor of pipe,
fittings, flanges and other products primarily for the
petrochemical, refining and power generation industries; Sunbelt
(approximately 37% of LTM sales) is a distributor of manual and
automated valve products and accessories for the petrochemical,
refining, upstream oil & gas, power generation, marine and other
industrial end-markets; Fabrication & Distribution Services
(approximately 7% of LTM sales) is a provider of processing,
stamping, fabrication and distribution services for the
transportation, food service and other industrial end-markets. The
company operates out of approximately 47 branch locations
throughout the United States and Canada.


SHUANEY IRREVOCABLE: Beach Community's Case Dismissal Plea Denied
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida
denied Beach Community Bank's motion to dismiss the Chapter 11
case of Shuaney Irrevocable Trust.

On Aug. 23, 2012 Beach Community Bank stated that the Debtor must
nevertheless be required to demonstrate that it has a reasonable
prospect for confirming a Plan of Reorganization within a
reasonable period of time.

In a separate filing, Donald F. Walton, U.S. Trustee for
Region 21, has withdrawn its second motion to dismiss or convert
the Debtor's case to one under Chapter 7 of the Bankruptcy Code.

The U.S. Trustee said that the Debtor filed the missing monthly
financial reports, paid the quarterly fees owed to the U.S.
Trustee for the second quarter of 2012, and filed a plan and
disclosure statement.

The Court, according to Troubled Company Reporter, June 21, 2012,
version, also denied the motion of Beach Community to stay the
Chapter 11 proceeding of the Debtor pending the completion of an
appeal of the Amended Order on the Debtor's Status as an Eligible
Debtor.

                About Shuaney Irrevocable Trust

Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed
for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on
Dec. 1, 2011.  The Debtor scheduled $20,996,723 in assets and
$19,625,890 in debts.   The Law Office of Mark Freund serves as
counsel to the Debtor.  Judge William S. Shulman presides over the
case.


SIDEWINDER DRILLING: Moody's Rates $225-Mil. Senior Notes 'B3'
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Sidewinder
Drilling Inc.'s proposed $225 million senior notes due 2019. The
proceeds will be used to fund the acquisition of Union Drilling,
Inc. which is targeted to close in the fourth quarter of 2012.
Moody's also assigned a B3 Corporate Family Rating. These are
first time ratings for Sidewinder. The rating outlook is stable.

Issuer: Sidewinder Drilling, Inc.

  Assignments:

Corporate Family Rating (CFR), Assigned B3

Probability of Default Rating (PDR), Assigned B3

US$225 million Senior Unsecured Regular Bond/Debenture (Notes),
Assigned B3

US$225 million Senior Unsecured Regular Bond/Debenture (Notes),
Assigned a range of LGD4 (58%)

RATINGS RATIONALE

"Sidewinder's B3 Corporate Family Rating (CFR) reflects its small
scale and limited operational history as a land drilling rig
company operating in the highly cyclical North American land
drilling sector subject to volatile oil and gas prices and capital
spending by upstream companies," stated Michael Somogyi, Moody's
Vice President -- Senior Analyst. "Sidewinder has increased the
size and scope of its rig fleet since its formation in April 2011
through significant capital spending and opportunistic
acquisitions helping it establish a broader operational footprint
and customer base."

A privately-owned, North American onshore drilling company,
Sidewinder is focused on providing contract drilling services to
Exploration & Production (E&P) companies targeting unconventional
resource plays. Sidewinder was formed in April 2011 by company
management and Avista Capital Partners (equity sponsor). Building
on its initial newbuild program of five high-specification rigs,
Sidewinder acquired two rigs from Crown Drilling in September
2012, which currently operate under long-term contracts with
Chevron in the Marcellus and Utica shale plays. On September 24,
2012, Sidewinder entered into a Merger Agreement to acquire Union
Drilling, Inc. (Union), adding 53 land drilling rigs. Giving
effect for the Union acquisition, on track to close in the fourth
quarter of 2012, Sidewinder's fleet totals 60 rigs with a contract
backlog of $251 million through 2015.

The company identifies a core fleet of 36 rigs with an average age
of 3.6 years comprised of 20 AC/SCR powered rigs and 16 modern
mechanical rigs. The remaining 24 rigs are classified as legacy
mechanical rigs with an average age of 34.2 years. The emergence
of more complex horizontal oil wells across unconventional
resource plays has sparked a need for higher spec and more capable
land rig technology. Sidewinder continues to strategically
position its core fleet in the more active oily basins in the US
including the Bakken and Permian basins and liquids-rich basins in
the Marcellus/Utica and Arkoma regions across an expanded customer
base. With over 90% of Sidewinder's core rig fleet providing in
excess of 1,000 horsepower, the company's rigs are suited to
maximize drilling penetration rates and achieve longer lateral
horizontal lengths. Combined with enhanced rig mobility
technology, Sidewinder is positioning to provide upstream
operators with opportunities to reduce drilling costs, cycle times
and enhance well efficiency.

With consideration of rigs delivered in 2012 under fixed contract
terms, Moody's estimates Sidewinder's 2012 run rate EBITDA at
approximately $90 million. The company's proforma leverage profile
against a capital structure put in place to fund the Union
acquisition, is in-line with conservative leverage metric of
around 2.5x. Sidewinder has limited capital requirements given the
age of its core fleet and is positioned to generate positive free
cash flow by mid-2013 with a liquidity profile further supported
by a new 5 year, $50 million senior secured revolver.

The B3 rating on the proposed $225 million senior notes reflects
both the overall probability of default of Sidewinder, to which
Moody's assigned a PDR of B3, and a loss given default of LGD 4
(58%). The company will have in place a $50 million secured
revolving credit facility upon closing of the Union acquisition
that will have a first-lien claim to substantially all of
Sidewinder's assets. Moody's overrode the rating agency's Loss
Given Default Methodology generated note rating given the
underlying asset value that should provide higher than average
recovery for unsecured noteholders. However, the notes could get
notched down from the CFR should the size of the priority claim
from the secured revolver increase significantly in proportion to
the unsecured claim.

The stable outlook reflects Moody's anticipation that drilling
activity will remain healthy, Sidewinder successfully integrates
the Union acquisition and realizes EBITDA projections.

Proven operational performance, contract execution and the ability
to prudently grow and upgrade its rig fleet without significantly
increasing leverage from current levels would be keys to an
upgrade.

A downgrade could occur if EBITDA compression or debt financed
growth expansion raises the company's leverage profile above 3.0x
for a sustained period.

The principal methodology used in rating Sidewinder Drilling, Inc.
was the Global Oilfield Services Industry Methodology published in
December 2009. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Sidewinder Drilling, Inc. is privately-owned, North American
onshore drilling company headquartered in Houston, Texas.


SIDEWINDER DRILLING: S&P Assigns 'B-' Corp. Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Houston-based Sidewinder Drilling Inc.
(Sidewinder). The outlook is stable.

"At the same time, we assigned our 'B-' senior unsecured debt
rating (the same as the corporate credit rating) and '3' recovery
rating to the company's planned $225 million unsecured note
issuance due 2019. The '3' recovery rating indicates our
expectation of meaningful (50% to 70%) recovery in the event of a
default," S&P said.

"Sidewinder plans to use the proposed notes to fund its planned
acquisition of Union Drilling Inc. (not rated). The notes will be
placed in escrow until the acquisition closes. If the acquisition
does not close by March 31, 2013, the escrowed funds will be
applied to the redemption of the notes plus accrued and unpaid
interest. Our rating incorporates the expectation that the
acquisition will close as contemplated," S&P said.

"The ratings on Sidewinder reflect the company's participation in
the very competitive and cyclical onshore contract drilling
industry, limited scale of operations, integration risk related to
its acquisition of much larger Union Drilling, high exposure to
natural gas basins relative to rated peers, and aggressive
leverage measures," said Standard & Poor's credit analyst Marc D.
Bromberg. "Partially mitigating these weaknesses, Sidewinder will
have adequate liquidity and a relatively young and sophisticated
fleet of core drilling rigs. We characterize the business risk
profile as 'vulnerable' and the financial profile as 'highly
leveraged.'"

"Sidewinder provides contract drilling services to exploration and
production (E&P) companies in the U.S. Pro forma for its
acquisition of Union Drilling, total fleet size will be 60 rigs.
However, 24 of these are old and less competitive mechanical rigs
that we expect will either be sold or scrapped (8 have already
been identified by the company). Based on the remaining 36 core
rigs, fleet size and EBITDA is meaningfully smaller relative to
rated peers such as Pioneer Drilling and Parker Drilling. However,
Sidewinder's core fleet will be young at 3.6 years and relatively
sophisticated based on horsepower, engine configuration, and
walking ability (i.e., ability for the rig to move itself between
drilling locations)," S&P said.

"While its peers exhibit some business line diversity,
Sidewinder's operations are solely focused on contract drilling.
We consider this a key weakness as the contract drilling industry
is highly competitive and cash flows can fall precipitously during
a cyclical downturn. While Sidewinder will have about one-third of
its core fleet contracted through next year, E&P customers can
typically renegotiate terms for contracted rigs, notably day
rates, when hydrocarbon prices are weak because drillers wish to
maintain favorable customer relationships. Moreover, Sidewinder's
core fleet has historically had a comparatively larger proportion
of rigs in basins tied to weak natural gas prices such as the
Anadarko, Fayetteville, and Marcellus. While rigs are
interchangeable between gas and liquids wells, we think that the
core fleets' historical presence in gas-weighted plays presents
the risk that mobilization to liquids basins could be slower and
more difficult than that of its peers," S&P said.

"In addition, Sidewinder competes against a number of
significantly larger industry participants with a long-standing
track record, including Nabors Industries, Patterson-UTI,
Helmerich & Payne, and Precision Drilling. The larger industry
participants generally maintain much more geographic and operating
diversity and have well-entrenched customer relationships. This is
evident when comparing Union Drilling's results during the latest
industry downturn. Revenues declined nearly 45% and EBITDA fell by
about 50% from 2008 to 2009, while peers' measures were much less
volatile," S&P said.

"The stable outlook reflects our expectation that near-term market
conditions will not weaken. As a result, we forecast that
Sidewinder will maintain adequate liquidity," S&P said.

"If liquidity weakens, such that the company may not generate
sufficient cash flow to cover its fixed charges, we could lower
the rating. We consider this unlikely over the next year given the
company's ability to curtail spending and its current liquidity
position. An upgrade is unlikely over the next year given the
limitations of the company's narrow business scope and small
revenue and EBITDA," S&P said.


SIGNATURE STATION: Wants to Use Rental Income
---------------------------------------------
At the onset of the case, Signature Station LP filed papers in
Court seeking permission to use rental income from its apartment
complex to pay for costs and expenses while in bankruptcy.  The
Debtor said the use of the rents is "critically needed" so the
Debtor could meet ordinary operating expenses, and to continue
business operations.

The Debtor said Regions Bank, its primary secured creditor, may
hold a perfected security in the property, the rents and security
deposits received therefrom.

The Debtor said the value of the collateral greatly exceeds the
roughly $14.4 million owed to the bank.  The Debtor said that as
of March 6, the property was appraised for $18.8 million, so the
bank has a sizeable equity cushion.

The Debtor was scheduled to appear before the Court on Friday
afternoon, Oct. 19, for a hearing on the request.

The Debtor also has an Oct. 25 deadline to file complete schedules
of assets and liabilities, a statement of financial affairs, and
other documents.  Under the Bankruptcy Code, the Debtor may seek
an extension of that deadline for cause shown.

                      About Signature Station

Signature Station LP owns and operates a 262-unit partment complex
known as Alexander at Stonecrest, a Low Income Tax Credit
community, located at 100 Leslie Oaks Drive, Lithonia, DeKalb
County, Georgia.  The property consists of 12 3-story apartment
buildings with a swimming pool and sun deck and other facilities.

The apartment complex is managed by Signature Management Corp.,
which is 76% owned by Chuck Smith, one of the owners of the
general partnet of the Debtor.

Signature Station filed a Chapter 11 petition (Bankr. N.D. Ga.
Case No. 12-75646) in Atlanta on Oct. 11, 2012.  The Debtor is a
Single Asset Real Estate as defined in 11 U.S. Sec. 101(51B).  The
Debtor estimated $10 million to $50 million in total assets
and liabilities.

Bankruptcy Judge Margaret Murphy presides over the case.  Howick,
Westfall, McBryan & Kaplan, LLP, serves as counsel.  The petition
was signed by Michael L. Smith, president of Stonecrest Partners,
Inc., sole general partner.


SIGNATURE STATION: Sec. 341 Creditors' Meeting Set for Nov. 21
--------------------------------------------------------------
The U.S. Trustee in Atlanta, Georgia, will convene a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case
of Signature Station LP on Nov. 21, 2012, at 1:00 p.m. at Hearing
Room 367, Atlanta.

Signature Station LP owns and operates a 262-unit partment complex
known as Alexander at Stonecrest, a Low Income Tax Credit
community, located at 100 Leslie Oaks Drive, Lithonia, DeKalb
County, Georgia.  The property consists of 12 3-story apartment
buildings with a swimming pool and sun deck and other facilities.

The apartment complex is managed by Signature Management Corp.,
which is 76% owned by Chuck Smith, one of the owners of the
general partnet of the Debtor.

Signature Station filed a Chapter 11 petition (Bankr. N.D. Ga.
Case No. 12-75646) in Atlanta on Oct. 11, 2012.  The Debtor is a
Single Asset Real Estate as defined in 11 U.S. Sec. 101(51B).  The
Debtor estimated $10 million to $50 million in total assets
and liabilities.  The Debtor said that as of March 6, 2012, the
property was appraised for $18.8 million.

Bankruptcy Judge Margaret Murphy presides over the case.  Howick,
Westfall, McBryan & Kaplan, LLP, serves as counsel.  The petition
was signed by Michael L. Smith, president of Stonecrest Partners,
Inc., sole general partner.


SIMMONS FOODS: Moody's Says Proposed Asset Sale Credit Positive
---------------------------------------------------------------
In an Issuer Comment published on October 19, 2012, Moody's
Investors Service said the proposed sale by Simmons Foods and its
affiliates of its can manufacturing plant and the related new
long-term supply agreement is a credit positive for the company.
Moody's believes that the $30 million of gross cash proceeds
expected from the transaction will provide ample relief from
tightening bank covenants for at least a year and allow the
company time to navigate through the current difficult operating
environment in the chicken industry.

"If the proposed transaction is consummated as we expect, Simmons
should remain comfortably in compliance with its bank financial
covenants at least through the third quarter of 2013," commented
Brian Weddington, the author of the comment. But Weddington also
cautioned that "Simmons' financial metrics could weaken again in
the first half of 2013 if high corn prices do not moderate, which
could raise covenant concerns again in the fourth quarter of next
year."

On October 15, 2012, Simmons entered into an agreement to sell its
three-piece can manufacturing business to Crown Cork and Seal USA
("Crown"). Simultaneously, Simmons entered into a 10-year supply
agreement with the purchaser, under which Crown will supply 100%
of Simmons' requirements for aluminum and steel cans used in its
wet pet food operations. Crown already supplies all the cans that
Simmons does not manufacture for itself.

As reported by the Troubled Company Reporter on June 7, 2012,
Moody's Investors Service upgraded the Corporate Family Rating
(CFR) and the Probability of Default Rating (PDR) of Simmons
Foods, Inc (collectively with its affiliates, "Simmons") to B3
from Caa1. Concurrently, the ratings on the second lien notes were
raised to Caa1 from Caa2. The rating outlook was changed to stable
from developing.

Simmons Foods, Inc. and its affiliates, headquartered in Siloam
Springs, Arkansas, is one of the leading vertically integrated
poultry processors, and a large private label pet food producer in
the United States. The company operates in three primary business
groups: (i) Poultry; (ii) Pet Food; and (iii) Other, which
includes Simmons' rendering operations. The company is principally
owned and controlled by members of the Simmons family. Net sales
reported for the twelve month period ended June 30, 2012 totaled
approximately $1.3 billion.


SNO MOUNTAIN: Lender Casts Doubt on Involuntary Petition
--------------------------------------------------------
DFM Realty, Inc., the assignee of National Penn Bank under a pre-
bankruptcy loan, is accusing Sno Mountain LP of "manipulating the
bankruptcy system", saying Sno Mountain -- acting through several
of its limited partners -- strategically filed the bankruptcy
petition to delay a scheduled sheriff sale of the Debtor's
property.

DFM Realty pointed out that the parties who filed the involuntary
petition are primarily the limited partners or equity holders of
the Debtor.  At least three of the petitioning parties are
guarantors of the obligations evidenced by the NatPenn Loan.

DFM Realty is asking the Bankruptcy Court to lift the automatic
stay so it may proceed with the sheriff sale.  In the alternative,
DFM asks the Court to dismiss the case, saying the bankruptcy was
filed as a litigation tactic against it.

DFM Realty also filed another motion asking the Bankruptcy Court
to bar SNO Mountan from using cash that constitutes DFM's
collateral.  DFM asserted that, "while the involuntary petition,
if properly commenced, arguably stays the exercise of the Lender's
rights against the Debtor and all the Collateral, prior to
answering the involuntary petition, the Debtor continues to use
and otherwise benefit from the Collateral without providing any
adequate protection to the Lender of its rights and security
interests."

In September 2007, the Debtor entered into a Construction Loan
Agreement and a Mortgage Note, evidencing a loan made by NatPenn
to the Debtor in the maximum principal amount of $7,500,000 and
secured by the Debtor's assets.  John Anderson, Denis Carlson,
Richard Ford, Charles Hertzog, Edward Reitmeyer, and Adam Meadows
guaranteed all obligations owing to NatPenn.

In April 2009, the Debtor -- together with Sno Mountain LLC, Denis
Carlson, Charles Hertzog, and Edward Reitmeyer -- entered into a
second Construction Loan Agreement and a Mortgage Note with
NatPenn in the maximum principal amount of $2,000,000.

According to DFM Realty, since 2009, the Debtor has failed to make
payment on account of various real property taxes related to the
Real Property.  The Debtor has been in default of the Loan
Documents since as early as February 2010.

DFM Realty relates that since 2010, the Debtor (and various
Guarantors) has made numerous representations to NatPenn of
impending restructuring and/or refinancing transactions --
including as late as July and September 2012 -- pursuant to which
the Debtor and the Guarantors would satisfy the Loan Documents.
All such representations have proven to be false and no
transactions have ever been forthcoming or finalized.

After numerous meetings, amendments and forbearances -- the last
of which expired no later than Dec. 15, 2011 -- in February 2012,
NatPenn sought and obtained judgment against the Debtor in the
Court of Common Pleas of Lackawanna County in the amount of
$6,654,473 with respect to the First Loan, and $1,645,129 with
respect to the Second Loan.

As a result of the Debtor's failure to keep the taxes against the
Real Property current, on Sept. 21, 2012, NatPenn made protective
advances in the amount of $439,702.93 to satisfy real property
taxes against the Real Property to avoid an upset sale under
72 Pa. Stat. Sec. 5860.601, et. seq. of the Real Property.

On Oct. 9, 2012, NatPenn assigned all its right, title and
interest, in and to the Loan Documents and Judgments to DFM
Realty.

A sheriff sale of the Real Property was scheduled for Oct. 16 at
10:00 a.m.  The involuntary petition was filed less than 12 hours
before the Sheriff Sale was scheduled to occur.  As a result of
the filing of the Debtor's bankruptcy case, the Sheriff Sale was
adjourned until Nov. 13, 2012 in accordance with applicable non-
bankruptcy law.

DFM Realty said the Real Property is encumbered by:

   $8,639,304 in outstanding principal balance due and owing under
              the NatPenn Loan plus the Judgments, exclusive of
              interest, fees and costs accruing from and after the
              date of entry of the Judgments.  Interest, fees and
              costs are continuing to accrue;

   $5,000,000 in mortgage securing debt in favor of the
              Commonwealth of Pennsylvania, by and through the
              Department of Community and Economic Development
              Attn: Machinery and Equipment Loan Fund;

     $846,206 in Mechanic's Lien filed on Sept. 3, 2010 by
              Scandale Associated Builders & Engineers, Ltd.;

     $153,397 in Mechanic's Lien filed Dec. 16, 2010 by Creative
              Design Innovations, Inc.;

       $1,981 in Sewage Treatment Lien filed on Sept. 7, 2010 by
              the Sewer Authority of the City of Scranton, Inc.;
              and

       $3,840 under a Notice of District Justice Lien filed May 1,
              2009 by Big Bass Lake, Inc.

DFM Realty also said the Debtor has not made any payments on
account of real estate taxes for tax year 2011 and 2012 (in the
aggregate amount of no less than $283,357.68) against the Real
Property.

According to DFM Realty, upon information and belief, the
estimated value of the Real Property may not exceed the total
amount of the liens asserted against it.

DFM Realty is represented in the case by:

          Peter S. Clark, Esq.
          Derek J. Baker, Esq.
          Lauren S. Zabel, Esq.
          REED SMITH LLP
          2500 One Liberty Place
          1650 Market Street
          Philadelphia, PA 19103
          Tel: (215) 851-8100
          Fax: (215) 851-1420
          E-mail: dbaker@reedsmith.com

                         About Sno Mountain

Various parties -- predominated by various limited partners of Sno
Mountan LP, including Richard Ford, Charles Hertzog, Edward
Reitmeyer, who are each guarantors of certain obligations owing by
Sno Mountain -- filed an involuntary Chapter 11 petition against
Sno Mountain (Bankr. E.D. Pa. Case No. 12-19726) On Oct. 15, 2012.
The other petitioning parties include Wynnewood Capital Partners,
L.L.C., t/a WCP Snow Mountain Partners, L.P., and Kathleen
Hertzog.

The Alleged Debtor is the owner and operator of a popular ski
mountain resort and water park known as "Sno Mountain," located at
1000 Montage Mountain Road in Scranton, Pennsylvania.  The
Debtor's bankruptcy case is a "single asset real estate" case
within the meaning of 11 U.S.C. Sec. 101(51)(B).

Judge Jean K. FitzSimon oversees the case.  Brian Joseph Smith,
Esq., at Brian J. Smith & Associates PC, represents the
petitioning creditors.


SNO MOUNTAIN: Petitioning Creditors Want Trustee Appointed
----------------------------------------------------------
The Bankruptcy Court was slated to hold a hearing Oct. 22 on the
request of creditors that have petitioned to place Sno Mountain
L.P. in Chapter 11 bankruptcy for appointment of a "gap trustee"
and to replace Denis Carlson as general partner of the alleged
debtor.

The petitioning creditors include Wynnewood Capital Partners,
L.L.C., t/a WCP Snow Mountain Partners, L.P., Edward Reitmeyer,
Charles Hertzog, Kathleen Hertzog, and Richard Ford.  According to
papers filed by the Petitioning Creditors, pursuant to a Limited
Partnership Agreement, Wynnewood is the general partner of the
Alleged Debtor, while WCP, Mr. Reitmeyer, Charles Hertzog and
Kathleen Hertzog are each limited partners.  The Limited Partners
said they each have substantial financial stakes in the Alleged
Debtor.  Messrs. Reitmeyer, Ford and Hertzog, among others, have
executed certain personal guarantees for certain debts of the
Alleged Debtor.

Mr. Carlson is the President of Wynnewood and maintains exclusive
control over Wynnewood.

According to the Petitioning Creditors, Wynnewood as the General
Partner, by and through its principal, Mr. Carlson, committed
fraud, gross neglect and inattention, breach of trust and
fiduciary duty, willful and fraudulent mismanagement and
malfeasance in the control of the affairs, interests and
transactions of the Alleged Debtor.  They said the General
Partner, through Mr. Carlson, used Partnership property and funds
as their own.

Among other things, the General Partner and Mr. Carlson improperly
made distributions to Mr. Carlson from Partnership funds and
loaned the money of the Alleged Debtor to themselves or family
members of Mr. Carlson for their own use, on worthless securities,
for personal gain and benefit.  The unauthorized use of funds
included payment to Mr. Carlson's personal employees, including
James Held, who was Mr. Carlson?s personal assistant and
chauffeur.  The General Partner, through Mr. Carlson, also allowed
and/or authorized James Held to receive payments for services that
were not performed.  For example, Mr. Held was to receive wages
during the ski season of $5,000 per pay period.  Mr. Held
continued to receive $5,000 payments throughout the year totaling
of $136,000, when no services were performed during most of the
year.

The General Partner, through Mr. Carlson, also used an ATM card
for a Partnership bank account for personal use and for purposes
unrelated to the legitimate operations of the Alleged Debtor,
including numerous such transactions in Philadelphia, where
Partnership conducts virtually no transactions.  Mr. Carlson also
secured a loan to the Alleged Debtor with a mortgage on his
personal residence.  However, he began repaying himself through
distributions from the Debtor to make his mortgage payments.  He
also attempted to steal a payment from Tobyhanna Army Depot for
roughly $40,000, which belonged to the Debtor.  Mr. Carlson
directed the manager to send the $40,000 check to him via Federal
Express to his address in Philadelphia, rather than directing that
the check be deposited in a Partnership account.  He then
attempted to deposit the check into the personal bank account for
the General Partner.  Mr. Carlson also misused an entity known as
Moose Advertising, LLC, which is a wholly owned subsidiary of the
Alleged Debtor, for their own personal gain.  He would use the
operating account of Moose Advertising for payment of his own
personal expenses.

According to the Petitioning Creditors, the General Partner and
Mr. Carlsons? actions have caused the entry of judgments against
Messrs. Reitmeyer, Hertzog and Ford as to alleged guarantees
signed by them regarding the Debtor?s debt to National Penn Bank.
If the General Partner and, in turn, Mr. Carlson, is not
immediately stripped of all authority and removed as general
partner of the Debtor, the interests of the Debtor and of the
limited partners of the Debtor continue to be at great risk of
irretrievable loss.

In their request, the Petitioning Creditors ask the Court to
install Mark Varrastro as general manager and appoint Gary Seitz,
Esq., as interim Trustee.

Mr. Seitz is with the firm of Rawle and Henderson, LLP.  He is a
Bankruptcy Panel Trustee with many years of experience and is of
impeccable honesty and character.  He has indicated a willingness
to serve and has executed a verification of disinterestedness.

The Petitioning Creditors did not provide additional information
on Mr. Varrastro.

                         About Sno Mountain

Various parties -- predominated by various limited partners of Sno
Mountan LP, including Richard Ford, Charles Hertzog, Edward
Reitmeyer, who are each guarantors of certain obligations owing by
Sno Mountain -- filed an involuntary Chapter 11 petition against
Sno Mountain (Bankr. E.D. Pa. Case No. 12-19726) On Oct. 15, 2012.
The other petitioning parties include Wynnewood Capital Partners,
L.L.C., t/a WCP Snow Mountain Partners, L.P., and Kathleen
Hertzog.

The Alleged Debtor is the owner and operator of a popular ski
mountain resort and water park known as "Sno Mountain," located at
1000 Montage Mountain Road in Scranton, Pennsylvania.  The
Debtor's bankruptcy case is a "single asset real estate" case
within the meaning of 11 U.S.C. Sec. 101(51)(B).

Judge Jean K. FitzSimon oversees the case.  Brian Joseph Smith,
Esq., at Brian J. Smith & Associates PC, represents the
petitioning creditors.


SOLYNDRA LLC: Seeks $1.5-Bil. in Damages From Suntech et al.
------------------------------------------------------------
Dan Ritter, writing for Wall St. Cheat Sheet, reports that
Solyndra LLC is seeking $1.5 billion in damages from Suntech Power
Holdings, Trina Solar, and Yingli Green Energy Holding, which it
claims collaborated in price-fixing and other unsavory practices
in order to run U.S. competitors out of business.

"It's obvious that this lawsuit is a misguided effort by Solyndra
to find scapegoats for its failure to commercialize its technology
at a competitive price point," the report quotes Suntech America
managing director E. L. McDaniel.  The report notes the collapse
of Solyndra was widely publicized because it was the first company
to receive a loan guarantee under President Barack Obama's
stimulus program.  However desperate the case may seem, it comes
as the U.S. Commerce Department issues strong anti-dumping and
countervailing duties on Chinese solar imports.

The report relates Solyndra is seeking bankruptcy-court approval
of a plan to pay creditors that has attracted negative attention
from the government.  The Internal Revenue Service sees the
company's plan as a way to try and obtain nearly $1 billion in tax
benefits.  The U.S. Department of Energy is looking for a
resolution where its claim is protected.

The report notes American solar manufacturers First Solar and
SunPower survived what Solyndra is calling a conspiracy to fix
prices and create a monopoly, although apparently just barely.
Both companies have lost substantial share value this last year to
date, and will struggle to regain ground even after the
government's new tariffs.  Demand for solar power isn't as high as
it needs to be to sustain tangible growth, despite support from
the government.  Chinese solar companies are still likely to
remain competitive in the United States while supply remains high
and production takes time to wind down.

                        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.


SONYA PORRETTO: Duty to Indemnify Not Based on Actual Payments
--------------------------------------------------------------
Chief Bankruptcy Judge Jeff Bohm in Houston issued last week a
memorandum opinion in a dispute that, the judge noted,
"underscores how far-reaching" Section 542(b) of the Bankruptcy
Code1 really is.

Sonya M. Porretto, the debtor, and Darryl A. Nelson entered into
an Agreed Final Decree of Divorce whereby Mr. Nelson was obligated
to pay certain creditors and to indemnify the Debtor and hold her
harmless for any damages arising from his failure to pay.  Mr.
Nelson did, in fact, fail to pay and, when the Debtor filed for
bankruptcy, those creditors were allowed claims against her
bankruptcy estate.  The Chapter 7 Trustee filed a lawsuit against
Mr. Nelson on the estate's behalf under Sec. 542(b), and seeks an
order requiring Mr. Nelson to turnover funds sufficient to satisfy
the claims.

On Oct. 10, 2012, Mr. Nelson's counsel filed an affidavit from Mr.
Nelson setting forth that Mr. Nelson had made a few payments to
reduce the debts.  There is no dispute, however, that a
substantial portion of the debts has not been paid.

Mr. Nelson also contends that his duty to indemnify the estate has
not yet been triggered. Specifically, he argues that the" estate
has not made any distributions for which the Trustee may seek
indemnification."

Sec. 542(b) requires that "an entity that owes a debt that is
property of the estate and that is matured, payable on demand, or
payable on order, shall pay such debt to, or on the order of, the
trustee."  Thus, the test for whether turnover is appropriate is
two-fold.  First, the debt must be property of the estate.
Second, it must be matured and payable on demand or on order.

According to Judge Bohm, Mr. Nelson's obligations pursuant to the
Agreed Divorce Decree are debts that are property of the estate.
On the date the Chapter 11 petition was filed, the Debtor had a
legal interest in indemnification pursuant to the Agreed Divorce
Decree; therefore, this interest became property of the Debtor's
Chapter 11 estate upon the filing of her Chapter 11 petition.
Once the Chapter 11 case was converted to a Chapter 7, the
indemnification interest became property of the Chapter 7 estate.

Judge Bohm also held that Mr. Nelson's obligations pursuant to the
Agreed Divorce Decree are matured and payable on demand or order.
The judge noted that the duty to indemnify is not conditioned, as
is the duty to reimburse, on actual payments being made.

Judge Bohm pointed out that during her Chapter 11 case, the Debtor
entered into settlement agreements with certain creditors, and
these creditors now have allowed claims in the Chapter 7 case.  As
a result, Mr. Nelson's obligation to indemnify the estate for the
debts is mature and payable on order.  The Chapter 7 Trustee (on
behalf of the estate) is not required to first pay the claims
before seeking indemnification from Mr. Nelson.

In his ruling, Judge Bohm directed Mr. Nelson to turn over funds
to the Chapter 7 Trustee sufficient to satisfy the debts, reduced
by any amounts Mr. Nelson has already paid, plus reasonable
attorneys' fees and costs.  Because there are genuine issues of
material fact in dispute as to exactly how much the debt totals at
present, and as to the reasonableness of the amount of attorneys'
fees, a trial will be held to determine the exact amount that Mr.
Nelson will be ordered to turnover.  But, once that amount is
determined, Mr. Nelson will be required to immediately turnover
that exact amount in good funds to the Trustee.

The lawsuit is, Randy W. Williams, Trustee, Plaintiff-Substitute,
v. Darryl A. Nelson, Defendant, Adv. Proc. No. 11-03226 (Bankr.
S.D. Tex..  A copy of Judge Bohm's Oct. 18, 2012 Memorandum
Opinion is available at http://is.gd/ngxWotfrom Leagle.com.

Sonya M. Porretto filed for Chapter 11 bankruptcy (Bankr. S.D.
Tex. Case No. 09-35324) on July 27, 2009.  Her Chapter 11 case was
converted to Chapter 7 on Dec. 19, 2011.  Randy Williams was
appointed the Chapter 7 Trustee.


SOUTHERN AIR: Chapter 11 Plan Hands Ownership to Lenders
--------------------------------------------------------
Katy Stech at Dow Jones' Daily Bankruptcy Review reports that
struggling cargo airline Southern Air Inc. says it can emerge from
bankruptcy protection with a smaller fleet of airplanes and more
manageable debt payments since its lenders agreed to accept
ownership of the company as payment for their $288 million loan.

                        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.


SPANISH BROADCASTING: Attiva Wants Class A Directors Appointed
--------------------------------------------------------------
Attiva Capital Partners Ltd. encourages the Board of Directors of
Spanish Broadcasting to improve corporate governance by separating
the roles of Chairman and chief executive officer and stay true to
its motto "the largest publicly traded Hispanic-controlled media
and entertainment company in the United states".

In addition, Attiva Capital suggested that the Board appoint
additional directors.

"In its duty to look after the interest of all shareholders, SBS
must increase its board to include directors representing holders
of Class A and Preferred Stock, respectively," Attiva said in a
regulatory filing.

As of Oct. 19, 2012, Attiva Capital and its affiliates
beneficially own 421.982 of Class A Shares of the Company
representing 10.127% of the shares outstanding.

A copy of the filing is available for free at http://is.gd/dbL1wb

                    About Spanish Broadcasting

Headquartered in Coconut Grove, Florida, Spanish Broadcasting
System, Inc. -- http://www.spanishbroadcasting.com/-- owns and
operates 21 radio stations targeting the Hispanic audience.  The
Company also owns and operates Mega TV, a television operation
with over-the-air, cable and satellite distribution and affiliates
throughout the U.S. and Puerto Rico.  Its revenue for the twelve
months ended Sept. 30, 2010, was approximately $140 million.

The Company's balance sheet at June 30, 2012, showed $466.74
million in total assets, $418.02 million in total liabilities,
$92.34 million in cumulative exchangeable redeemable preferred
stock, and a $43.63 million total stockholders' deficit.

                           *     *     *

In November 2010, Moody's Investors Service upgraded the corporate
family and probability of default ratings for Spanish Broadcasting
System, Inc., to 'Caa1' from 'Caa3' based on improved free cash
flow prospects due to better than anticipated cost cutting and the
expiration of an unprofitable interest rate swap agreement.
Moody's said Spanish Broadcasting's 'Caa1' corporate family rating
incorporates its weak capital structure, operational pressure in
the still cyclically weak economic climate, generally narrow
growth prospects (though Spanish language is the strongest growth
prospect) given the maturity and competitive pressures in the
radio industry, and the June 2012 maturity of its term loan
magnify this challenge.

In July 2010, Standard & Poor's Ratings Services raised its
corporate credit rating on Miami, Fla.-based Spanish Broadcasting
System Inc. to 'B-' from 'CCC+', based on continued improvement in
the company's liquidity position.  The rating outlook is stable.
"The rating action reflects S&P's expectation that, despite very
high leverage, SBS will have adequate liquidity over the
intermediate term to meet debt maturities, potential swap
settlements, and operating needs until its term loan matures on
June 11, 2012," said Standard & Poor's credit analyst Michael
Altberg.


SPEEDWAY MOTORSPORTS: Rights Deal No Impact on Moody's 'Ba1' CFR
----------------------------------------------------------------
Moody's Investors Service said NASCAR's announcement that it
signed a new eight-year multi-platform media rights agreement with
FOX Sports Media Group does not affect Speedway Motorsports,
Inc.'s (SMI) Ba1 Corporate Family Rating or stable rating outlook,
although the announcement is credit positive for SMI as it secures
hefty increases in a very important contractual revenue source
through 2022.

SMI'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 SMI's core industry and
believes SMI's ratings are comparable to those of other issuers
with similar credit risk. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

SMI, headquartered in Concord, NC, is the second largest promoter,
marketer and sponsor of motor sports activities in the U.S.
primarily through its ownership of eight major race tracks. NASCAR
sanctioned events account for the majority of SMI's approximate
$530 million revenue for the LTM ended 6/30/12.


SRA INT'L: S&P Affirms 'B' Corp. Credit Rating; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Fairfax,
Va.-based SRA International Inc. to negative from stable. "At the
same time, we affirmed our 'B' corporate credit rating and other
ratings on the company," S&P said.

"The outlook revision reflects our view that SRA's fiscal 2013
(ended June 30, 2013) revenue will be constrained as a result of
the loss of the Federal Insurance Deposit Corp. (FDIC) contract,
which represented about 9% of its fiscal 2012 revenues and about
7% of its first-quarter fiscal 2013 revenues. SRA may need to
reallocate resources from its FDIC contract to other contracts,"
S&P said.

"The ratings on SRA International reflect Standard & Poor's
Ratings Services' view that the company's financial risk profile
is highly leveraged, as demonstrated by adjusted leverage of about
6.3x, and also takes into account the significant influence of
U.S. government agency budgetary constraints on its performance.
Partially offsetting these factors is the company's 'fair'
business risk profile under our criteria, with predictable revenue
streams based on a contractual backlog of business, as well as a
diversified customer and contract base of approximately 1,200
active contracts that generate consistent cash flows, even in the
currently tight defense spending environment," S&P said.

SRA is a provider of technology and strategic consulting services
and solutions, primarily to government organizations. Offerings
include systems design, development, and integration; cyber
security and information assurance; outsourcing; and managed
services. The company serves customers in three markets: national
security, civil government, and health.

"The outlook is negative, reflecting our view that the loss of its
largest contract would cause the company's already high debt
leverage to remain elevated, as a result of a lower EBITDA base.
We expect the company to maintain consistent profitability and to
continue to generate positive FOCF. We would consider an outlook
revision to stable if the company can demonstrate that the loss of
its FDIC contract does not affect its ability to retain its
existing contracts and successfully bid and win contracts with
both existing and new customers and if leverage declines back to
the 6x level. We could lower the rating if the competitive bidding
environment leads to the loss of additional material contracts, or
if it faces margin pressures, which erode SRA's EBITDA base,
leading to leverage approaching 7x," S&P said.


SPRINGHILL PARTNERS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: SpringHill Partners
        16 E. Old Willow Road
        Prospect Heights, IL 60070
        Tel: (312) 372-8703

Bankruptcy Case No.: 12-41075

Chapter 11 Petition Date: October 16, 2012

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Donald R. Cassling

Debtor's Counsel: Linda Spak, Esq.
                  SPAK & ASSOC
                  6938 N. Kenton
                  Lincolnwood, IL 60712
                  Tel: (312) 372-8703
                  Fax: (773) 338-4956
                  E-mail: attorneyspak@yahoo.com

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

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

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

The petition was signed by John Livaditis, partner.


STEAK N SHAKE: S&P Withdraws 'B' Corp. Credit Rating on Request
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating and stable outlook on Indianapolis-based restaurant
operator Steak n Shake Operations Inc. at the company's request.

"The company has recently completed the refinancing of its $110
million term loan with a new $130 million term loan, while it
increased the size of its revolver to $50 million from $20
million. The refinancing was essentially leverage neutral with pro
forma total debt to EBITDA remaining at the mid-3x area and EBITDA
coverage of interest in the high-3x area at July 4, 2012," S&P
said.


STEREOTAXIS INC: Franklin Resources Discloses 19.4% Equity Stake
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Franklin Resources, Inc., Charles B. Johnson,
Rupert H. Johnson, Jr., and Franklin Advisers, Inc., disclosed
that as of Sept. 30, 2012, they beneficially own 1,636,640 shares
of common stock of Stereotaxis, Inc., representing 19.4% of the
shares outstanding.  A copy of the filing is available at:

                       http://is.gd/hQ8hKW

                        About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32.0 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at June 30, 2012, showed $36.61
million in total assets, $50.09 million in total liabilities and a
$13.47 million total stockholders' deficit.


STODDARD STREET: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Stoddard Street Redevelopment Corporation
        11507 Philmar
        Saint Louis, MO 63138

Bankruptcy Case No.: 12-49997

Chapter 11 Petition Date: October 16, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Charles E. Rendlen, III

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

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

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

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

The petition was signed by Craig Spruills, chief financial
officer.


STORY BUILDING: Case Dismissal Hearing Continued Until Dec. 4
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has continued until Dec. 4, 2012, at 10:30 a.m., the hearing to
consider creditor Wells Fargo Bank, N.A.'s request for the
dismissal of the Chapter 11 case of Story Building LLC.

Wells Fargo, serves as trustee for the Registered Holders of J.P.
Morgan Chase Commercial Mortgage Securities Corp.

At the hearing, the Court will also consider Wells Fargo's request
for relief from stay on the real property.

                    About Story Building LLC

Story Building LLC is a real estate management company based in
Irvine, California.  The Company owns and operates a 13-story
historical building located in Downtown, Los Angeles, known as the
Walter P. Story Building, located at 610 S. Broadway.  The
building is primarily utilized as a jewelry plaza.

Story Building LLC filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-16614) on May 17, 2010.  Sandford
Frey, Esq., who has an office in Los Angeles, California,
represents the Debtor in its restructuring effort.  The Debtor
disclosed $19,421,024 in assets and $16,500,721 in liabilities as
of the Chapter 11 filing.  There was no official committee of
unsecured creditors appointed in the Debtor's case.

The Debtor's Plan provides that distributions will be funded
primarily from operations of the Story Building property, and the
new value contribution.  The Debtor's interest holder has
agreed to provide $160,000.


STORY BUILDING: Plan Outline Hearing Continued Until Nov. 30
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has continued until Nov. 30, 2012, at 10:30 a.m., the hearing to
consider adequacy of the Disclosure Statement explaining Story
Building LLC's Second Amended Plan of Reorganization.

The Court also ordered that further amended DS and separate
amended plan to be filed by Oct. 26, further comments/opposition
are due by Nov. 9, and reply is due by Nov. 16.

As reported in the Troubled Company Reporter on May 10, 2012,
plan distributions will be funded primarily from operations of the
Story Building property, and the new value contribution.  The
Debtor's interest holder has agreed to provide $160,000.

Under the Plan, Wells Fargo Bank N.A., owed in excess of
$12.6 million, will receive interest payments until Dec. 31, 2015
and the full payment of the balance of the claim will be paid on
Dec. 31, 2015.  Holders of Class 4 general non-insider unsecured
claims estimated to total $3.86 million will receive, among other
things, (i) a pro rata share of 25% of net operating income for
the calendar years 2012 to 2017, derived from the rents generated
from the Story Building property; (ii) one final payment of the
balance of the allowed claim and all accrued interest in full on
or before Dec. 31, 2018; and (iii) in the event that the property
is sold, a pro rata share of up to 100% of the net proceeds, if
any, after payment of all costs of sale, etc.  The interest of the
existing owner of the Debtor will be unaffected by the Plan.

Wells Fargo and the unsecured creditors are impaired under the
Plan.

A copy of the final modifications proposed by Wells Fargo and
consented to by the Debtor to the Disclosure Statement are
available for free at:

     http://bankrupt.com/misc/StoryBuilding_DS_Final.pdf
     http://bankrupt.com/misc/StoryBuilding_DS_Final2.pdf
     http://bankrupt.com/misc/StoryBuilding_DS_Final3.pdf

                    About Story Building LLC

Story Building LLC is a real estate management company based in
Irvine, California.  The Company owns and operates a 13-story
historical building located in Downtown, Los Angeles, known as the
Walter P. Story Building, located at 610 S. Broadway.  The
building is primarily utilized as a jewelry plaza.

Story Building LLC filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-16614) on May 17, 2010.  Sandford
Frey, Esq., who has an office in Los Angeles, California,
represents the Debtor in its restructuring effort.  The Debtor
disclosed $19,421,024 in assets and $16,500,721 in liabilities as
of the Chapter 11 filing.  There was no official committee of
unsecured creditors appointed in the Debtor's case.

The Debtor's Plan provides that distributions will be funded
primarily from operations of the Story Building property, and the
new value contribution.  The Debtor's interest holder has
agreed to provide $160,000.


SUNGARD DATA: Moody's Rates $500-Mil. Sr. Subordinated Notes Caa1
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to SunGard Data
Systems Inc.'s (SunGard) proposed $500 million 7 year senior
subordinated notes. All other ratings, including the B2 corporate
family rating (CFR), and the stable outlook remain unchanged.

Proceeds from these notes are expected to repay a portion of the
existing $1 billion senior subordinated notes due August 2015.

Rating Rationale

The B2 corporate family rating (CFR) reflects Moody's expectation
that SunGard's financial leverage will likely remain high
(currently at mid 5 times adjusted debt to EBITDA) through 2013.
SunGard reduced leverage earlier this year (from mid 6 times
adjusted debt to EBITDA) with the completion of the sale of its
Higher Education (HE) business, in which net proceeds of $1.22
billion were used to repay some of its senior secured credit
facility term loans.

While credit positive, the sustainability of SunGard's cash flow
after the sale of HE remains in question due to the
underperformance of the Availability Services (AS) business
relative to the Financial Systems (FS) business. AS' revenues and
profits have deteriorated in recent years, as SunGard has not
executed effectively in a recovery/business continuity industry
that is growing.

Consistent revenue and profitability growth (in the low single
digits) with adjusted debt to EBITDA under 5x on a sustained basis
could result in a higher rating. The rating could be lowered if
revenue or operating profitability were to decline (e.g.,
continued revenue and operating margin erosion in Availability
Services) such that the company's ratio of adjusted debt to EBITDA
were to exceed 7x on a sustained basis.

The stable outlook reflects Moody's expectation of flat revenue
growth in 2013 given the weakness in the global financial services
industry and the time required to turnaround the Availability
Services business. Moody's expects modest improvement to its
financial leverage arising from cost savings and annual free cash
flow of about $400 million. The stable outlook also assumes
SunGard will not increase its debt leverage significantly or make
dividend payments to its private equity sponsors.

Ratings assigned:

Senior Subordinated Notes -- rated Caa1

The principal methodology used in rating SunGard Data Systems Inc.
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.

With about $4 billion of annual revenues, SunGard Data Systems
Inc. is a provider of software and IT services, and is owned by a
consortium of private equity investors (including Bain,
Blackstone, KKR, Silver Lake, Texas Pacific Group, GS Partners,
and Providence Equity).


THOR INDUSTRIES: Hearing on Cash Collateral Continued Until Nov. 2
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee,
according to Thor Industries LLC's case docket, continued until
Nov. 2, 2012, at 9 a.m., the hearing to consider the Debtor's
request to use cash collateral, and the related objection filed by
creditor Tennessee State Bank.

As reported by the Troubled Company Reporter on May 24, 2012,
Judge Marcia Phillips Parsons authorized Thor Industries to use
TSB's cash collateral to fund general ongoing business operations
in accordance with a budget.

To secure the aggregate amount of all cash collateral used by the
Debtor, Tennessee State Bank is granted (i) a replacement lien and
security interest on all of the Prepetition Collateral and (ii) an
additional postpetition lien and security interest, junior only to
any valid and presently existing liens or security interests, in
the property of the estate.

Prior to the petition date, Thor Industries entered into a Loan
Agreement with Tennessee State Bank to continue the development of
Mountain Cove Marina, a related RV park, and a related campground
facility, all located in Campbell County, Tennessee, on Norris
Lake.  In addition, certain property known as the Hickory Bluff
Marina was pledged as additional Collateral to secure the loan of
Tennessee State Bank and to insure the United States Department of
Agriculture long-term financing of the development project.  As of
March 30, 2012, the total debt owing by Thor Industries to
Tennessee State Bank was $8,471,899 while the appraised value of
the Collateral of the development was $11,875,000.

Thor Industries said it needs the cash collateral for the payment
of its operating budgets and one additional capital expense.  Thor
Industries said it has no present alternative borrowing source
from which it could secure additional funding to operate it
business.  Without the authority to use cash collateral, Thor
Industries said it will be unable to continue its business
operations and propose a plan of reorganization.  Thor Industries
said it will be seriously and irreparable harmed, resulting in
significant losses to the Debtor's estate and its creditors.

The Debtor is liable to the bank in an amount not exceeding
$8,363,000.

At the hearing, the Court will also consider Tennessee State's
motion for relief from stay; the Debtor's motion to sell, and
Tennessee State's objection thereto.

                     About Thor Industries

Lake City, Tennessee-based Thor Industries, LLC, filed a Chapter
11 petition (Bankr. E.D. Tenn. Case No. 12-50625) in Greenville on
March 30, 2012.  The Debtor disclosed $11.97 million in assets and
$10.0 million in liabilities as of the Chapter 11 filing.  The
Debtor owns the property in Mountain Lake Marina & RV Resort in
Campground Road, Lake City, Tennessee, worth $11 million and
securing an $8.52 million debt.  The Debtor also owns a property
Hickory Bluff Marina, in Camden County, Georgia, worth $875,000
and securing a $375,000 loan.

Judge Marcia Phillips Parsons oversees the case.   Dean B. Farmer,
Esq., at Hodges, Doughty & Carson PLLC represents the Debtor in
its restructuring efforts.  The petition was signed by R. Steven
Williams, Sr., chief manager.

Samuel K. Crocker, U.S. Trustee for Region 8, was unable to form a
committee of unsecured creditors because there were an
insufficient number of unsecured creditors interested in forming a
committee.


TOMKINS AIR: S&P Assigns Prelim. 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Richardson, Texas-based Tomkins Air
Distribution. The rating outlook is stable.

"At the same time, we assigned our preliminary 'B' issue-level
rating (same as the corporate credit rating) to the company's
proposed $100 million revolving credit facility due 2017 and its
proposed $525 million first-lien term loan due 2018. The
preliminary recovery rating is '3', indicating our expectation
of meaningful (50% to 70%) recovery for lenders in the event of a
payment default," S&P said.

"In addition, we assigned our preliminary 'CCC+' issue-level
rating (two notches below the corporate credit rating) to the
company's proposed $135 million second-lien term loan due 2020.
The preliminary recovery rating is '6', indicating our expectation
of negligible (0% to 10%) recovery for lenders in the event of a
payment default," S&P said.

"Proceeds from these offerings will be used to fund the
acquisition of Pinafore Holdings B.V.'s Tomkins Group Air
Distribution Division by an affiliate of the Canada Pension Plan
Investment Board (CPP). Total consideration for the acquisition is
$1.1 billion, including the proposed debt and contributed equity
from CPP," S&P said.

"The preliminary corporate credit rating on Tomkins Air
Distribution reflects what we consider to be the combination of
Tomkins' 'weak' business risk profile and 'highly leveraged'
financial risk profile," said Standard & poor's credit analyst
Maurice S. Austin. "Our view of the company's weak business risk
is due to Tomkins' exposure to highly cyclical commercial and
residential construction markets, volatile raw material costs, and
a highly competitive operating environment. Still, it is our view
that Tomkins derives a competitive advantage from its leading
market position in niche categories and its broad and diversified
distribution network for its heating, ventilation, and air
conditioning (HVAC) components."

"Tomkins is the leading North American manufacturer of products
that are used to distribute, recycle, and vent air, and which are
critical components of HVAC systems within non-residential and
residential buildings. Tomkins designs nd manufactures a broad
range of products including grilles, registers and diffusers,
dampers and louvers, terminal units, commercial & industrial fans,
chimneys, vents and accessories and air filters used in a variety
of industrial and commercial applications. Tomkins has developed
an extensive distribution network in the U.S. for both its non-
residential and residential products that provides a significant
competitive advantage relative to smaller, regional, and local
competitors, in our opinion," S&P said.

"The stable rating outlook reflects our expectation that credit
measures will remain consistent with the company's highly
leveraged financial risk profile, with 2013 debt to EBITDA and FFO
to debt of about 5.5x and 12%, respectively, based on our
assumptions of flat end-market demand. We expect Tomkins will
maintain adequate liquidity based on committed revolving borrowing
capacity and free operating cash flow," S&P said.

"We could lower the rating if Tomkins experiences weaker-than-
expected end-market demand, resulting in weaker-than-expected
operating performance or if the company experiences higher-than-
expected costs from establishing an internal corporate
infrastructure such that total leverage increases above 6x
on a sustained basis. This could occur if the aforementioned
actions result in more than a 150 basis point decline in gross
margins," S&P said.

"An upgrade is less likely in the next 12 months given our outlook
for flat commercial construction activity. However, we could raise
our rating in the longer term when commercial construction
improves and after Tomkins establishes a track record of
maintaining lower leverage comfortably in the 4x to 5x range," S&P
said.


TOWNSEND CORP: Plan Filing Exclusivity Extended to Jan. 2
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended Townsend Corporation, et al.'s exclusive periods to file
and solicit acceptances for the proposed chapter 11 Plan until
Jan. 2, 2013, and Feb. 28, respectively.  The Debtor related that
they are working on closing the sale of substantially all of LRJ
Anaheim's assets.

                     About Townsend Corporation

Auto dealers Townsend Corporation, d/b/a Land Rover Jaguar Anaheim
Hills, and LRJC, Inc., d/b/a Land Rover Jaguar Cerritos --
http://www.lrjah.com/and http://lrjcerritos.com/-- filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case Nos. 11-22690 and
11-22695) on Sept. 9, 2011.  The Debtors sell new Jaguar and Land
Rover vehicles and various previously owned vehicles.  The Debtors
also have service and parts departments.  The Debtors are
principally owned and operated by Ernest Townsend and his son,
Joshua Townsend.  LRJ Anaheim has been in business since 2000.
LRJ Cerritos has been in business since 2006.

The Chapter 11 cases were reassigned from Judge Robert N. Kwan to
Judge Catherine E. Bauer.  Todd M. Arnold, Esq., and Martin J.
Brill, Esq., at Levene, Neale, Bender, Yoo & Brill, LLP, represent
the Debtors.  Each of the Debtors estimated $10 million to $50
million in both assets and debts.  The petitions were signed by
Ernest W. Townsend, IV, the president.


TRIBUNE CO: Bank Debt Trades at 24% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 76.07 cents-on-the-
dollar during the week ended Friday, Oct. 19, an increase of 0.36
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
17, 2014.  The loan is one of the biggest gainers and losers among
198 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                           *     *     *

As reported by The Troubled Company Reporter on Oct. 20, 2012,
Tribune Company, et al., posted a $3.663 million net income for
the period July 30 to Aug. 26, 2012.  Revenues for the period
totaled $217.486 million while operating expenses totaled
$201.881 million.

As of Aug. 26, 2012, the Debtors had consolidated current
assets totaling $2,509,515,000, and consolidated current
liabilities totaling $537,050,000.  The Debtors had assets
totaling $9.616 billion, liabilities totaling $17.786 billion,
resulting to $8.171 billion shareholders' deficit.

Disbursements for the operating period totaled $202,823,000,
which consisted of $69,638,000 in compensation and benefits,
$125,356,000 in general disbursements, and $7,829,000 in
reorganization-related disbursements.

For the operating period, $7,675,753 was paid to Chapter 11
professionals, including $5,150,186 to Sidley Austin LLP.  The
amount paid to the Chapter 11 professionals since the bankruptcy
filing totaled $277,358,692.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TSC SIEBER: Chapter 7 Trustee Can Recover $451K Against Ex-Manager
------------------------------------------------------------------
Bankruptcy Judge Bill Tyler ruled that Stephen J. Zayler, in his
capacity as the trustee of the Chapter 7 Bankruptcy Estate of TSC
Sieber Services LC, is entitled to recover from Jerry Don
Calicutt, Jr., former manager of the Debtor, the sum of:

   $411,749 as actual damages arising from the misappropriation of
            funds and breaches of fiduciary duty committed by the
            Defendant and to prevent the unjust enrichment of the
            Defendant arising from his unauthorized actions;

     $1,000 as statutory damages under the Texas Theft Liability
            Act. 6 TEX. PRAC. & REM. CODE Sec. 134.005(a) (Vernon
            2011);

       $250 for court costs; and

    $38,391 as pre-judgment interest through Oct. 18, 2012.

The Court also ruled that the Chapter 7 Trustee is entitled to
prejudgment interest on such judgment sum accruing from Dec. 9,
2010, the date the lawsuit was filed, until the date of judgment
at the rate of 5% per annum.  The Chapter 7 Trustee is also
entitled to post-judgment interest at a rate of 0.18%. 28 U.S.C. ?
1961.

The lawsuit is STEPHEN J. ZAYLER, Trustee Plaintiff, v. JERRY DON
CALICUTT, Jr. Defendant, Adv. Proc. No. 10-6031 (Bankr. E.D.
Tex.).  A copy of the Court's Oct. 18, 2012 Findings of Fact and
Conclusions of Law is available at http://is.gd/5f2Etnfrom
Leagle.com.

TSC Sieber Services, LC, filed a Chapter 11 voluntary petition
(Bankr. E.D. Tex. Case No. 09-61042) on Oct. 17, 2009.  The case
was subsequently converted to Chapter 7 on Nov. 2, 2009, and
Stephen J. Zayler was appointed as the Chapter 7 Trustee.  The
Debtor was primarily engaged in the business of pipeline
construction.  The Debtor eventually conducted its operations from
three locations -- Arp, Texas, Millsap, Texas, and Keithville,
Louisiana.


TXU CORP: Bank Debt Trades at 31% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 69.31 cents-on-the-dollar during the week
ended Friday, Oct. 19, a drop of 0.31 percentage points from the
previous week according to data compiled by LSTA/Thomson Reuters
MTM Pricing and reported in The Wall Street Journal.  The Company
pays 450 basis points above LIBOR to borrow under the facility.
The bank loan matures on Oct. 10, 2017, and carries Moody's Caa1
rating and Standard & Poor's CCC rating.  The loan is one of the
biggest gainers and losers among 198 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                      About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


TXU CORP: Bank Debt Trades at 26% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 74.30 cents-on-the-dollar during the week
ended Friday, Oct. 19, a drop of 0.78 percentage points from the
previous week according to data compiled by LSTA/Thomson Reuters
MTM Pricing and reported in The Wall Street Journal.  The Company
pays 350 basis points above LIBOR to borrow under the facility.
The bank loan matures on Oct. 10, 2014, and carries Standard &
Poor's CCC rating.  The loan is one of the biggest gainers and
losers among 198 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                      About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


UNIGENE LABORATORIES: Files Form S-1, Registers 161.7MM Shares
--------------------------------------------------------------
Unigene Laboratories, Inc., filed a registration statement on Form
S-1 relating to the sale of up to 161,739,676 shares of the
Company's common stock, par value $.01 per share, by Victory Park
Credit Opportunities, L.P, Victory Park Credit Opportunities
Intermediate Fund, L.P., VPC Fund II, L.P., and VPC Intermediate
Fund II (Cayman), L.P., of which 153,093,862 shares will be
issuable upon the conversion of senior secured convertible notes
held by the selling stockholders and the balance of which are
currently held of record by the selling stockholders.

The Company will not receive any proceeds from the sale of its
shares by the selling stockholders.  All costs, expenses and fees
in connection with the registration of these shares will be borne
by the Company.

The Company's common stock is quoted on the OTC Bulletin Board and
the OTC Markets -- OTCQB tier under the symbol "UGNE."  On
Oct. 17, 2012, the last reported closing price of the Company's
common stock was $0.2945 per share.  These over-the-counter
quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not necessarily represent actual
transactions.

A copy of the prospectus is available for free at:

                       http://is.gd/XQLjCV

                           About Unigene

Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/
-- is a biopharmaceutical company focusing on the oral and nasal
delivery of large-market peptide drugs.

Unigene reported a net loss of $17.92 million in 2011, a net loss
of $27.86 million in 2010, and a net loss of $13.38 million in
2009.

The Company's balance sheet at June 30, 2012, showed $11.69
million in total assets, $77.56 million in total liabilities and a
$65.87 million total stockholders' deficit.

Grant Thornton LLP, in New York, expressed substantial doubt about
the Company's ability to continue as a going concern following the
2011 financial results.  The independent auditors noted that the
Company has incurred a net loss of $17,900,000 during the year
ended Dec. 31, 2011, and, as of that date, has an accumulated
deficit of approximately $189,000,000 and the Company's total
liabilities exceeded total assets by $55,138,000.

                        Bankruptcy Warning

Under the Company's amended and restated March 2010 financing
agreement with Victory Park Management, LLC, so long as the
Company's outstanding note balance is at least $5,000,000, the
Company must maintain a minimum cash balance equal to at least
$2,500,000 and its cash flow must be at least $2,000,000 in any
fiscal quarter or $7,000,000 in any three consecutive quarters.

"Without additional financing, we will not be able to maintain a
minimum cash balance of $2,500,000, or maintain an adequate cash
flow, in order to avoid default in periods subsequent to
September 30, 2012," the Company said in its quarterly report for
the period ended June 30, 2012.  "As a result, we will be in
default under the financing agreement, which would result in the
full amount of our debt owed to Victory Park becoming immediately
due and payable.  Even if we are able to raise cash and maintain a
minimum cash balance of at least $2,500,000 through the March 2013
maturity date, there is no assurance that the notes will be
converted into common stock, in which case, we may not have
sufficient cash from operations or from new financings to repay
the Victory Park debt when it comes due.  There can be no
assurance that new financings will be available on acceptable
terms, if at all.  In the event that we default, Victory Park
could retain control of the Company and will have the ability to
force us into involuntary bankruptcy and liquidate our assets."


VAREL INTERNATIONAL: Moody's Assigns 'B3' CFR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) to Varel International Energy Funding Corp. (VIEFC), and a
B3 rating to VIEFC's proposed senior secured $230 million term
loan and $20 million revolving credit facilities. The rating
outlook is stable.

Following the close of the proposed transaction, Moody's will
withdraw the Caa2 CFR on Varel Funding Corp. (Funding Co.) and the
B3 rating on Funding Co.'s term loan facility, which is being
refinanced with the new VIEFC term loan issue.

VIEFC is a special purpose corporation that was formed to
facilitate an Islamic Shari'ah compliant financing structure.
VIEFC will borrow from outside investors and enter into a lease
financing facility and a commodity purchase facility with Varel
International Energy Services, Inc. and Varel International
Industries, L.P. (collectively "Varel"). The lease financing
facility and the commodity purchase facility will be funded with
VIEFC's borrowings. Varel entities will then use the proceeds to
repay existing debt at Funding Co., and will be ultimately
responsible for funding future payments due under VIEFC's credit
facilities. Moody's assigned ratings to VIEFC are subject to a
review of final documentation.

"This refinancing will extend the term of Varel's debt maturities,
lower overall cost of borrowings and solidify liquidity," said
Sajjad Alam, Moody's Analyst. "While debt levels will remain
largely unchanged following the transaction, improving earnings
and an international footprint should support a leverage profile
consistent with the B3 CFR level."

Issuer: Varel International Energy Funding Corp.

  Assignments:

     Corporate Family Rating, Assigned B3

     Probability of Default Rating, Assigned B3

    US$230M Senior Secured Bank Credit Facility, Assigned B3

    US$20M Senior Secured Bank Credit Facility, Assigned B3

    US$230M Senior Secured Bank Credit Facility, Assigned a range
    of LGD3, 44 %

    US$20M Senior Secured Bank Credit Facility, Assigned a range
    of LGD3, 44 %

Ratings Rationale

VIEFC's B3 Corporate Family Rating (CFR) reflects Varel's small
scale in a highly competitive industry dominated by very large
players with substantial financial resources; overriding reliance
on a single product line - drillbits - for the generation of
revenues and cash flows; high financial leverage, weak tangible
asset coverage and the highly cyclical operating environment
dictated by volatile global oil and gas and basic material prices.
The rating also considers the company's private ownership and
complex financing structure under the Shari'ah principles that
limits access to broader capital markets.

The rating is supported by Varel's presence in various
international markets, which tend to be less cyclical than the
North American market; leadership position in providing drillbits
to mining and industrial companies which softens its dependence on
the oil & gas industry; and the generally healthy drilling trends
worldwide, particularly toward deeper, horizontal and more complex
wells.

The secured term loan and the revolver rank pari passu and they
both are rated B3, the same level as the CFR. Moody's overrode the
Moody's Loss Given Default Methodology generated note rating by
one notch, to reflect Varel's limited tangible asset coverage, the
complex Shari'ah compliant financing structure and the
distribution of a portion of assets in foreign jurisdictions, that
could result in lower than normal recovery for the secured lenders
in a bankruptcy situation. The B3 credit facility rating reflects
both the overall probability of default of VIEFC, to which Moody's
assigns a PDR of B3, and a loss given default of LGD3 (44%).

Varel should have adequate liquidity through the end of calendar
2013 based on approximately $36 million of cash on hand and a $20
million undrawn revolving credit facility at the close of the
refinancing transaction and Moody's expectation of free cash flow
generation. Moody's notes that roughly $16 million of balance
sheet cash is currently restricted and located in offshore
locations which will be released and used overseas in the next 12
months. The company is still negotiating covenants with the banks,
but Moody's expects financial covenants to be set at levels that
would provide at least 25%-30% headroom through the end of 2013.
The company's alternate liquidity is weak given the all asset
pledge by Varel's domestic subsidiaries and 65% equity interest
pledge from foreign subsidiaries.

The stable outlook reflects Varel's adequate liquidity through the
end of calendar 2013 and the planned deleveraging through
amortization of the term loan facility.

An upgrade is unlikely in the near future given Varel's current
scale and leverage in the highly cyclical and competitive drillbit
industry. A significant amount of debt reduction leading to a
debt/EBITDA ratio below 3x would be a pre-requisite for any
upgrade consideration.

The rating could be downgraded if debt/EBITDA cannot be managed
below 4x. A prompt downgrade may also result if free cash flow
turns negative or total liquidity (unrestricted cash plus revolver
availability) drops below $25 million.

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

Headquatered in Carrollton, Texas, Varel globally manufactures and
distributes drill bits and casing and completion tools to
customers in upstream oil and gas and mining industries around the
world.


WAVE2WAVE COMMS: Hearing on Case Conversion Set for Nov. 13
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing on Nov. 13, 2012, at 10 a.m., to consider
Wave2Wave Communications, Inc., et al.'s motion to convert their
Chapter 11 cases to those under Chapter 7 of the Bankruptcy Code.
Objections or responses, if any, are due Nov. 6, at 5 p.m.  Unless
objections are timely filed and served, the Motion will be deemed
uncontested.

                  About Wave2Wave Communications

Wave2Wave Communications Inc., a provider of voice and data
services to businesses, filed for bankruptcy (Bankr. D. N.J. Case
No. 12-13896) on Feb. 17, 2012.  Wave2Wave, which estimated up to
$100 million assets and debts, says it sought Chapter 11
protection, after access provider Verizon Communications Inc.
threatened to cut off its service.

Affiliates RNK Inc. and RNK VA LLC also filed petitions.
Wave2Wave was founded in 1999.  Judge Donald H. Steckroth presides
over the case.  Michael D. Sirota, Esq., at Cole, Schotz, Meisel,
Forman & Leonard, P.A., serves as the Debtors' counsel.   Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., serves as their
special counsel.  Kurtzman Carson Consultants LLC serves claims,
noticing and balloting agent.  J.H. Cohn LLP serves as financial
advisor.  The petition was signed by Steven Asman, president and
chairman of the Debtors' board.

The official committee of unsecured creditors is represented by
Cooley LLP.

The Debtor is being sold to a company affiliated with Robert
DePalo, an officer of the first-and second-lien lenders and a
minority shareholder for $3.5 million cash plus the assumption of
debt.


WESCO INT'L: Moody's Says EECOL Acquisition Credit Negative
-----------------------------------------------------------
Moody's Investors Service said that WESCO International, Inc.'s
recent announcement that it entered into a definitive agreement to
acquire Canadian-based EECOL Electric Corporation for
CAD$1.14 billion is credit negative but is not likely to impact
its Ba3 corporate family rating or stable outlook.  Moody's
ratings assessment will be subject to review of final terms and
conditions.

WESCO International, Inc. is one of the leading providers of
electrical construction products and electrical, industrial, and
communications maintenance, repair and operating supplies ("MRO")
in North America. The company reported sales of $6.5 billion for
the twelve months ended September 30, 2012.


WEZBRA DAIRY: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Wezbra Dairy, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Indiana its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $2,775,000
  B. Personal Property            $1,354,016
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,655,059
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $16,288
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,527,186
                                 -----------      -----------
        TOTAL                     $4,129,016       $8,198,533

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

                        About Wezbra Dairy

Wezbra Dairy, LLC, operator of a dairy farm in Continental, Ohio,
filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 12-12592)
on Aug. 6, 2012.  The Debtor owns 936 head of cattle and lease 24
head of cattle that must be fed and maintained on a daily basis.

Wezbra Dairy estimated $10 million to $50 million in assets and
$1 million to $10 million in debts.  The Debtor owes Bank of
America N.A. the amount of $6.5 million, secured by a blanket lien
on the Debtor's assets.

Judge Robert E. Grant oversees the case.  Daniel J. Skekloff,
Esq., and Scot T. Skekloff, Esq., at Skekloff, Adelsperger &
Kleven, LLP serve as counsel to the Debtor.


WILSONART LLC: Moody's Cuts Rating on Senior Secured Loans to B2
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and B2 Probability of Default rating of Wilsonart LLC. Moody's
also downgraded the company's proposed senior secured bank credit
facility to B2 from Ba3 reflecting the change to an all first lien
bank debt capital structure rather than the bank debt and
unsecured note structure that had been previously proposed. The
rating for the original senior unsecured notes rated Caa1 has been
withdrawn. The rating outlook is stable.

The following ratings/assessments were affected by these actions:

- Corporate Family Rating affirmed at B2;

- Probability of Default Rating affirmed at B2;

- Senior Secured Revolving Credit Facility due 2017 downgraded
   to B2 (LGD3, 48%) from Ba3 (LGD3, 30%); and,

- Senior Secured Term Loan B due 2019 downgraded to B2 (LGD3,
   48%) from Ba3 (LGD3, 30%).

Ratings Rationale

The downgrade of Wilsonart's proposed first lien bank credit
facility to B2 from Ba3 results from the company's decision to
have a new capital structure consisting entirely of bank debt
rather than a combination of bank debt and unsecured notes.
Wilsonart recently announced that it is upsizing its Term Loan B
to $725 million from $425 million, replacing its planned $300
million unsecured notes offering. The revised rating, which is the
same rating as the Corporate Family Rating, for the bank debt
reflects its new position as the preponderance of debt in
Wilsonart's capital structure. Additionally, the bank debt no
longer benefits from a first-loss cushion that would have been
provided by more junior debt.

The new senior secured credit facility will still consist of a
$175 million Senior Secured Revolver expiring in 2017 and a larger
$725 million Senior Secured Term Loan B due 2019. Both facilities
will benefit from a first-priority interest in substantially all
of Wilsonart's domestic tangible and intangible assets and will be
guaranteed by the company's future and existing domestic
subsidiaries. The revolver and term loan will rank pari passu with
each other in a recovery scenario. Term loan amortization of 1% or
$7.25 million per year remains very manageable for Wilsonart, and
will be offset by lower cash interest payments since the
incremental increase in the term loan will be priced lower than
the original unsecured notes.

Wilsonart's B2 Corporate Family Rating reflects the company's high
debt leverage, with pro forma adjusted debt-to-EBITDA of about 5.7
times following the proposed transaction. According to Moody's
projections, debt leverage could fall to approximately 5.5 times
by the end of 2013 as a result of improved profitability, and
potentially some debt reduction from free cash flow over that
period (all ratios incorporate Moody's standard accounting
adjustments). However, Moody's recognizes Wilsonart's business
profile as a significant credit strength. Wilsonart's size, scale
and strong distribution network increase barriers to entry and
provide support to the rating.

The ratings may be upgraded if Wilsonart is able to reduce
leverage to achieve adjusted debt-to-EBITDA below 5.0 times and
improve operating profitability such that adjusted EBITA-to-
interest expense approaches 3.0 times. Ratings may also be
upgraded if the company's European exposure declines, or if the
euro zone economy begins to experience a recovery.

The ratings may be downgraded if the company fails to meet Moody's
expectations for improvement in debt leverage, with adjusted debt-
to-EBITDA remaining close to or above 6.0 times. Adjusted EBITA-
to-interest expense approaching 1.5 times could also pressure the
ratings. In addition, a significant deterioration in European end
markets or an increase in exposure to that region could result in
negative rating actions.

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

Wilsonart LLC, headquartered in Temple, TX, is a leading global
manufacturer and distributor of high pressure laminates and other
decorative surfacing products. The company's product offering
includes laminates, solid surfaces, adhesives, and worktops
designed for residential and non-residential new construction and
repair & remodeling. Clayton, Dubilier & Rice, through its
respective affiliates, will own about 51% of Wilsonart, with
Illinois Tool Works, Inc. remaining the minority equity owner with
a 49% interest. Revenues for the 12 months ended June 30, 2012
were approximately $1.1 billion.


WILSONART LLC: S&P Cuts Rating on $900MM Secured Credit to 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its preliminary issue-
level rating on Wilsonart LLC's proposed $900 million senior
secured credit facility to 'B+' (same as the corporate credit
rating) from 'BB-'. "We also revised the preliminary recovery
rating to '3', indicating our expectation of meaningful (50% to
70%) recovery for lenders in the event of a payment default, from
'2'. At the same time, we are withdrawing the preliminary issue-
level rating on the senior notes," S&P said.

"The revision reflects lower recovery prospects for lenders due to
a revised capital structure in which the term loan will be
increased to $725 million from $425 million. The company will no
longer issue $300 million in senior unsecured notes. The company
already has a $125 million cash revolver in place, bringing the
total under this facility to $900 million," S&P said.

"The preliminary 'B+' corporate credit rating and stable outlook
on Wilsonart LLC reflects what we consider to be the combination
of Wilsonart's 'fair' business risk profile and 'aggressive'
financial risk profile. Our view of the company's fair business
risk profile is due to the company's exposure to highly cyclical
commercial and residential construction and remodeling markets,
volatile raw material costs, and a highly competitive operating
environment. These factors are somewhat offset by its leading
market position in the high pressure laminate (HPL) business,
significant geographic and customer diversification, and
relatively attractive EBITDA margins," S&P said.

RATINGS LIST

Wilsonart LLC
Corporate credit rating                  B+(prelim)/Stable/--

Downgraded; Recovery Rating Revised
                                          To           From
  Proposed $900 mil term loan B due 2019  B+(prelim)   BB-(prelim)
  Recovery Rating                         3(prelim)    2(prelim

Rating Withdrawn
Senior unsecured notes                   NR           B(prelim)
  Recovery rating                         NR           5(prelim)


WINDSOR PETROLEUM: Moody's Cuts Rating on Sec. Notes to 'Caa2'
--------------------------------------------------------------
Moody's Investors Service downgraded Windsor Petroleum Transport
Corporation's (WINPET) 7.84% Term Secured Notes rating to Caa2
from Caa1; the outlook remains negative.

"Notwithstanding the extension of two charters to July 2014, with
the tanker market remaining depressed, the prospects for further
renewals is uncertain, and material improvement in charter rates
is dubious," commented Andrew Brooks, Moody's Vice President.
"Beyond 2014, cash flows could again be compromised and cash
balances further eroded reflecting continuing charter termination
risk and the expiration of minimum pricing provisions under those
charters, heightening potential payment default risk."

Rating Rationale

WINPET's Caa2 rating reflects the continuing weakness in charter
rates for Very Large Crude Carrier (VLCC) tankers, uncertain
prospects and pricing for the ongoing renewal of existing charters
and debt levels that likely exceed by a wide margin the asset
value of the tankers securing that debt.

BP Shipping Ltd. (BP), the existing charter-party, has the right,
with 12-months irrevocable notice, to terminate the charter on
each of its three VLCCs on the anniversary date of each one-year
extension of the respective charter. While BP opted to extend for
another year the bareboat charters for the VLCC British Purpose to
July 14, 2014, and the British Pride to July 30, 2014, weak tanker
markets continue to make prospective renewals highly uncertain.
However, through mid-July 2014, both tankers will trade on a
market rate subject to a minimum bareboat rate of $20,000 per day,
providing stability and certainty of cash flow during that period
of time. Of WINPET's remaining two VLCCs, BP renewed the British
Progress charter in January 2012 to January 2, 2014; in January
2013 BP will have the option to either renew this charter for
another year at a market rate without a minimum rate, or terminate
the charter.

The charter for fourth VLCC, British Pioneer, was terminated by BP
effective January 2011, and it has traded in the spot market since
that date. Upon the termination of a charter, manager Frontline
Ltd. is required to first seek an Acceptable Replacement Charter
for the impacted vessel. If such charter is unavailable, Frontline
is then required to attempt a sale of the vessel at the Minimum
Required Bid. Should a sale prove unsuccessful, Frontline then re-
charters the vessel on such terms as it deems appropriate, which
is the current status of the Pioneer.

Following the expiration of its charter, British Pioneer has
generated spot revenues insufficient to fully cover its operating
costs and allocated debt service, depleting its cash reserves. The
cash balance at June 30 among the three VLCCs remaining under
charter aggregated $30.8 million; the funding of Pioneer's losses
has eroded the combined cash balance to its current level. Moody's
believes the combined cash resources from existing charters
together with current cash balances will support WINPET's debt
service into 2015, at which time WINPET could face a payment
default on its term notes, assuming no further charter renewals.
Subsequent charter renewals or a sale of Pioneer would push a
potential default further into the future; however, weak tanker
markets and the supply of newer vessels increase the risk that BP
may not retain the remaining three charters on future option
dates. Moreover, the $20,000 per day minimum rate floor provided
for over the course of the first four annual renewals is scheduled
to expire on the end dates of the current charter extensions,
fully exposing each of the vessels to charter market price
volatility and uncertain cash flows even if those charters are
subsequently renewed.

The negative outlook reflects weakness in charter rates, the
uncertain prospects for charter contract renewals, the upcoming
expiration of the rate floor should charters be renewed and
excessive debt levels. The rating could be downgraded should any
of the three remaining charters be terminated, should a recovery
in charter rates remains dim into 2013 or should cash balances
erode more rapidly than anticipated due to higher operating costs.
Given the negative outlook and cash flow uncertainty beyond 2014,
a rating upgrade is not likely.

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

Windsor Petroleum Transport Corporation is a special purpose
entity established to act as agent for the issuance of debt to
finance the construction and ownership of four VLCCs by four
individual ship-owning companies, initially under charter to BP
Shipping Ltd., a shipping subsidiary of BP plc. WINPET is owned by
Independent Tankers Corporation Limited (ITCL), headquartered in
Hamilton, Bermuda, which also owns a portfolio of oil tankers
under charter to shipping subsidiaries of major international oil
companies. ITCL is 82.5%-owned by Frontline Ltd., one of the
world's largest shipping companies engaged in crude oil and
product shipping.


XINERGY CORP: S&P Puts 'CCC+' Corp. Credit Rating on Watch Neg
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'CCC+' corporate credit rating, on Knoxville, Tenn.-based
Xinergy Corp. on CreditWatch with negative implications.

"The CreditWatch listing reflects our view that ongoing weakness
in domestic coal markets will continue to affect smaller Central
Appalachian coal producers, including Xinergy," said credit
analyst Gayle Bowerman. "We believe that anemic demand for thermal
coal will continue over the next several quarters, and that near-
term prospects in the domestic metallurgical coal market remain
challenging due to relative weakness in the global steel
industry."

"In resolving the CreditWatch placement, we will review our
performance expectations and Xinergy's near-term liquidity
position to determine if a lower rating is warranted. This will
include meeting with management to discuss its operating
prospects, capital expansion plans and its liquidity relative to
our expectations," S&P said.


YNS ENTERPRISE: Files Schedules of Assets and Liabilities
---------------------------------------------------------
YNS Enterprise No. 1, LLC filed with the U.S. Bankruptcy Court
Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   Unknown
  B. Personal Property        See Schedule B
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $37,431,786+
  E. Creditors Holding
     Unsecured Priority
     Claims                                               $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $74,273
                                 -----------      -----------
        TOTAL                        Unknown     $37,506,059+

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

                       About YNS Enterprise

YNS Enterprise No. 1, LLC, is the owner and operator of a modern
commercial retail shopping center consisting of various parcels
and buildings located in Rancho Cucamonga, California. The
Property, commonly known as "Masi Plaza", includes 171,802 square
feet of leasable space.  The property is 76% occupied and
generates monthly net operating income of $180,000.  The property
is managed by an independent third party property management
company -- Pacific Century Investment, Inc.

YNS Enterprise filed a bare-bones Chapter 11 petition (Bankr. C.D.
Calif. Case No. 12-28185) on Aug. 5, 2012 in Riverside.  The
Debtor, a single asset real estate under 11 U.S.C. Sec. 101(51B),
estimated assets and debts of at least $10 million.  The Debtor
said its principal asset is located at 8122 Foothill Boulevard, in
Rancho Cucamongo, California.

Related entities SSM Enterprises, Inc., YJC Investment Group V,
Inc., and YNS Investment Group, Inc. hold 100% of the membership
interests in the Debtor.

The petition was signed by Young Jae Chung, president of YJC.

Bankruptcy Judge Wayne E. Johnson presides over the case.  Timothy
J. Yoo, Esq., at Levene Neale Bender Rankin & Brill LLP, serves as
the Debtor's counsel.


ZACKY FARMS: Lowenstein Retained as Creditors' Committee Counsel
----------------------------------------------------------------
Lowenstein Sandler was recently retained as creditors' committee
counsel in the Chapter 11 bankruptcy case of integrated poultry
producer Zacky Farms.  Fresno, California-based Zacky Farms, whose
operations include the raising, processing and marketing of
poultry products, filed for bankruptcy protection on October 8,
2012 in Sacramento, California.  The company has approximately
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company's gross sales were $142 million in 2010 and $146 million
in 2011.  The company blames high feed prices for losses in recent
years and faces between $50 million and $100 million in debts.
The Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.


ZIONS BANCORPORATION: Moody's Corrects Oct. 3 Rating Release
------------------------------------------------------------
Moody's Investors Service issued a correction to the October 3,
2012, rating release on Zions Bancorporation.

Moody's Investors Service placed the long-term ratings of Zions
Bancorporation and its subsidiaries on review for upgrade. Zions
Bancorporation is rated B1 for subordinated debt and its lead
operating bank, Zions First National Bank, has a standalone bank
financial strength rating of D+, which maps to a baseline credit
assessment of ba1. The bank's long-term deposit rating is Ba1. The
short-term Not-Prime ratings of Zions First National Bank and
other bank affiliates were also placed on review. The short-term
Not-Prime ratings of Zions Bancorporation were affirmed and are
not on review. The bank financial strength rating of D+ was
affirmed, but its baseline credit assessment of ba1 was placed on
review for upgrade.

Ratings Rationale

Moody's review for possible upgrade follows Zions' successful
steps to reduce its asset concentrations, which has lead to lower
credit costs and improved profitability. This was a product of the
bank both reducing the construction lending portion of its
commercial real estate (CRE) portfolio and enhancing its capital
base. Its CRE exposure is approximately 2.3 times its Moody's
adjusted tangible common equity (TCE) as of June 30, 2012,
incorporating Zions' recent TARP repayment. Combined with its
portfolio of trust preferred CDOs, which Moody's believes have a
high correlation of performance with CRE, the CRE and CDO exposure
equals 2.7 times TCE, which is a high level, but well down from 5
times TCE in 2008.

The review will focus on Zions' comparative expected long-term
performance given its franchise positioning. In particular,
Moody's will consider tactical and strategic efforts that Zions
may undertake in an effort to avoid the rebuilding of asset
concentrations in its portfolio. As well, Moody's will focus on
the risks that emanate from Zions' high reliance on net interest
income to generate total earnings.

The last rating action on Zions was on December 8, 2011 when long-
term ratings were upgraded.

The principal methodology used in this rating was Moody's
Consolidated Global Bank Rating Methodology published in 2012.

Zions Bancorporation headquartered in Salt Lake City Utah reported
total assets of $53.4 billion as of June 30, 2012.

On Review for Possible Upgrade:

  Issuer: Amegy Bank National Association

     Issuer Rating, Placed on Review for Possible Upgrade,
     currently Ba2

     OSO Rating, Placed on Review for Possible Upgrade, currently
     NP

     Deposit Rating, Placed on Review for Possible Upgrade,
     currently NP

     OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Upgrade, currently Ba2

     Senior Unsecured Deposit Rating, Placed on Review for
     Possible Upgrade, currently Ba1

  Issuer: Amegy Corporation

     Issuer Rating, Placed on Review for Possible Upgrade,
     currently Ba3

  Issuer: California Bank & Trust

     Issuer Rating, Placed on Review for Possible Upgrade,
     currently Ba2

     OSO Rating, Placed on Review for Possible Upgrade, currently
     NP

     Deposit Rating, Placed on Review for Possible Upgrade,
     currently NP

     OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Upgrade, currently Ba2

     Senior Unsecured Deposit Rating, Placed on Review for
     Possible Upgrade, currently Ba1

  Issuer: Nevada State Bank

     Issuer Rating, Placed on Review for Possible Upgrade,
     currently Ba2

     OSO Rating, Placed on Review for Possible Upgrade, currently
     NP

     Deposit Rating, Placed on Review for Possible Upgrade,
     currently NP

     OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Upgrade, currently Ba2

     Senior Unsecured Deposit Rating, Placed on Review for
     Possible Upgrade, currently Ba1

  Issuer: Zions Bancorporation

     Pref. Stock Non-cumulative Preferred Stock, Placed on Review
     for Possible Upgrade, currently B3(hyb)

     Subordinate Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently B1

     Senior Unsecured Medium-Term Note Program, Placed on Review
     for Possible Upgrade, currently (P)Ba3

  Issuer: Zions Capital Trust B

     Pref. Stock Preferred Stock, Placed on Review for Possible
     Upgrade, currently B2(hyb)

  Issuer: Zions First National Bank

     Issuer Rating, Placed on Review for Possible Upgrade,
     currently Ba2

     OSO Rating, Placed on Review for Possible Upgrade, currently
     NP

     Deposit Rating, Placed on Review for Possible Upgrade,
     currently NP

     OSO Senior Unsecured OSO Rating, Placed on Review for
     Possible Upgrade, currently Ba2

     Senior Unsecured Deposit Rating, Placed on Review for
     Possible Upgrade, currently Ba1

Outlook Actions:

  Issuer: Amegy Bank National Association

    Outlook, Changed To Rating Under Review From Stable

  Issuer: Amegy Corporation

    Outlook, Changed To Rating Under Review From Stable

  Issuer: California Bank & Trust

    Outlook, Changed To Rating Under Review From Stable

  Issuer: Nevada State Bank

    Outlook, Changed To Rating Under Review From Stable

  Issuer: Zions Bancorporation

    Outlook, Changed To Rating Under Review From Stable

  Issuer: Zions Capital Trust B

    Outlook, Changed To Rating Under Review From Stable

  Issuer: Zions First National Bank

    Outlook, Changed To Rating Under Review From Stable


* Moody's Says US Credit Card Delinquencies Up 2.39% in Sept.
-------------------------------------------------------------
Securitized credit card charge-offs in the US decreased to 4.11%
in September from 4.19% in August, according to Moody's Credit
Card Indices. Moody's expects the charge-off rate index to
continue its modest decline as the historically low delinquency
rates of this past summer would indicate.

"This month's improvement continues the steady declines since
charge-offs peaked in the first quarter of 2010," said Jeffrey
Hibbs, a Moody's assistant vice president and analyst. "In
September, the strong credit trends that have been driving the
charge-off rate steadily lower for the past several years remain
firmly in place."

The delinquency rate index increased to 2.39% in September, seven
basis points above the all-time low set last month. September
typically features seasonally elevated delinquencies, according to
Moody's, but this month's reading is just the second time since
October 2009 that delinquencies have increased, as the improving
credit quality of collateral pools has overwhelmed seasonal
patterns.

The delinquency rate measures the proportion of account balances
for which a monthly payment is more than 30 days late as a percent
of total outstanding principal balance.

The principal payment rate index also receded from its all-time
high set last month, but the overall third quarter mark of 22.07%
established a new high, a continued indicator of strong credit
trends. The yield index slipped again to 18.38%, which led the
excess spread index to decline by a single basis point, although
it is still near its all-time high level.

"Historically low delinquencies and high payment rates underscore
the exceptionally strong credit quality of securitized credit card
receivables," said Hibbs. "Issuers charged off the accounts of
weaker cardholders at record levels during the recession, and
originators have added few receivables from new accounts to
securitizations."

The result, he explained, is credit card securitizations that
almost exclusively comprise receivables of well-seasoned, high-
quality cardholder accounts that have performed well despite
persistently high unemployment.


* Moody's Says Liquidity-Stress Index Unchanged in Oct. at 3.5%
---------------------------------------------------------------
Moody's Liquidity-Stress Index (LSI) remained at 3.5% by mid-
October, unchanged from the prior two months and still close to
July's record low of 3.1%, Moody's Investors Service says in its
latest edition of SGL Monitor. The low reading suggests that
speculative-grade companies have sufficient liquidity to manage
their cash needs through the end of 2013, despite potential risks.

Moody's Liquidity-Stress Index falls when corporate liquidity
appears to improve and rises when it appears to weaken.

"Companies have been proactive in preparing to absorb potential
shocks, taking advantage of low interest rates and accessible
markets to refinance upcoming debt maturities," says Vice
President -- Senior Credit Officer John Puchalla. "Nevertheless,
contagion from the European debt crisis and continued sluggish
global economic growth could reduce both companies' earnings and
their access to bank loans and the bond markets."

An additional threat is the so-called "fiscal cliff," or the
combination of tax increases and automatic budget cuts scheduled
to take effect in the US from the beginning of 2013, Mr. Puchalla
says.

The low LSI is consistent with Moody's expectation that the US
speculative-grade default rate will decline over the coming year,
to 3.0% by September 2013, from 3.5% at the end of the third
quarter.

The LSIs for the three US industries on which Moody's currently
has a negative outlook -- steel, coal and newspapers -- are not at
alarming levels, and remain far below their peaks during the
financial crisis, the SGL Monitor says. This extends across
industries, indicating that most firms have managed their
liquidity conservatively, pushing out maturities and resolving
potential covenant violations.

Moody's Covenant-Stress Index fell to 2.2% in September from 2.7%
in August. The decline suggests that speculative-grade companies
continue to have adequate headroom under their financial
covenants. The index measures the extent to which speculative-
grade companies are at risk of violating debt covenants, and
decreases when headroom under covenants seems to increase.


* Epiq System Breaks Ground on Kansas City HQ Expansion
-------------------------------------------------------
Epiq Systems, Inc. on Oct. 17 disclosed that it has initiated
construction on a 20,000 square foot expansion to its corporate
headquarters in Kansas City, Kansas.  The approximate $7.5 million
facility expansion will primarily accommodate the company's
growing requirements for technology professionals.  Upon
completion in summer 2013, Epiq will be positioned to expand its
Kansas City workforce to more than 200 associates.  Epiq currently
employs approximately 1,000 associates worldwide.

The company expects to receive approximately $4.5 million of
incentives related to the facility and employment expansion in the
form of property tax reductions, sales tax exemptions and Kansas
income tax credits.

"Through the expansion of our corporate headquarters, we will be
better equipped to fulfill the growing demand for Epiq's
technology-enabled solutions," said Tom W. Olofson, chairman and
CEO, Epiq Systems.  "Additionally, we are pleased to reinvest in
the local community and bring additional jobs to Kansas City,
Kansas."

"Connecting business and technology is vital for our community,"
said Kansas City, Kansas Mayor Joe Reardon.  "Epiq's expansion
aligns with that goal by employing top business and technology
professionals in the area, helping to strengthen our city's
dynamic and diverse culture.  This expansion continues what
promises to be a record setting year for new business and economic
development in Wyandotte County."

                       About Epiq Systems

Epiq Systems is a global provider of technology-enabled
solutions for electronic discovery, bankruptcy and class action
administration.  It offers full-service capabilities, which
include litigation, investigations, financial transactions,
regulatory compliance and other legal matters for eDiscovery.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                           Total
                                           Share      Total
                                Total   Holders'    Working
                               Assets     Equity    Capital
  Company         Ticker         ($MM)      ($MM)      ($MM)
  -------         ------       ------   --------    -------
ABSOLUTE SOFTWRE  ABT CN        129.7       (4.8)       1.7
ADVANCED BIOMEDI  ABMT US         0.2       (2.0)      (1.6)
AK STEEL HLDG     AKS US      3,901.0     (360.6)     129.6
AMC NETWORKS-A    AMCX US     2,173.4     (959.1)     542.5
AMER AXLE & MFG   AXL US      2,441.2     (394.7)     169.7
AMER RESTAUR-LP   ICTPU US       33.5       (4.0)      (6.2)
AMERISTAR CASINO  ASCA US     2,058.5      (28.0)      42.5
AMYLIN PHARMACEU  AMLN US     1,998.7      (42.4)     263.0
ARRAY BIOPHARMA   ARRY US       108.1      (85.8)      17.2
ATLATSA RESOURCE  ATL SJ        886.5     (270.4)      21.8
AUTOZONE INC      AZO US      6,265.6   (1,548.0)    (676.6)
BERRY PLASTICS G  BERY US     5,114.0     (472.0)     552.0
BOSTON PIZZA R-U  BPF-U CN      162.9      (92.3)      (0.3)
CABLEVISION SY-A  CVC US      6,991.7   (5,641.6)    (286.1)
CAPMARK FINANCIA  CPMK US    20,085.1     (933.1)       -
CC MEDIA-A        CCMO US    16,451.8   (7,861.9)   1,570.9
CENTENNIAL COMM   CYCL US     1,480.9     (925.9)     (52.1)
CHENIERE ENERGY   CQP US      1,873.0     (442.2)     117.0
CHOICE HOTELS     CHH US        857.7      (11.2)     402.1
CIENA CORP        CIEN US     1,915.3      (60.3)     710.4
CINCINNATI BELL   CBB US      2,702.7     (696.2)     (52.8)
CLOROX CO         CLX US      4,355.0     (135.0)    (685.0)
DEAN FOODS CO     DF US       5,553.1       (3.1)     185.6
DELTA AIR LI      DAL US     44,720.0   (1,135.0)  (6,236.0)
DENNY'S CORP      DENN US       328.9       (2.8)     (20.3)
DIRECTV           DTV US     19,632.0   (4,045.0)     520.0
DOMINO'S PIZZA    DPZ US        441.0   (1,345.5)      74.0
DUN & BRADSTREET  DNB US      1,795.6     (821.9)    (655.6)
ELOQUA INC        ELOQ US        37.5       (9.6)     (14.2)
FAIRPOINT COMMUN  FRP US      1,877.4     (184.4)      51.6
FERRELLGAS-LP     FGP US      1,397.3      (27.5)     (50.9)
FIESTA RESTAURAN  FRGI US       286.0        2.6      (14.7)
FIFTH & PACIFIC   FNP US        900.5     (175.5)     130.9
FREESCALE SEMICO  FSL US      3,499.0   (4,498.0)   1,374.0
GENCORP INC       GY US         908.1     (164.3)      48.1
GLG PARTNERS INC  GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US      400.0     (285.6)     156.9
GOLD RESERVE INC  GRZ CN         78.3      (25.8)      56.9
GOLD RESERVE INC  GRZ US         78.3      (25.8)      56.9
GRAHAM PACKAGING  GRM US      2,947.5     (520.8)     298.5
HCA HOLDINGS INC  HCA US     27,132.0   (6,943.0)   1,690.0
HOVNANIAN ENT-A   HOV US      1,624.8     (404.2)     881.0
HUGHES TELEMATIC  HUTC US       110.2     (101.6)    (113.8)
HUGHES TELEMATIC  HUTCU US      110.2     (101.6)    (113.8)
HYPERION THERAPE  HPTX US         9.6      (41.8)     (31.4)
INCYTE CORP       INCY US       312.0     (217.2)     154.4
INFINITY PHARMAC  INFI US       113.0       (3.4)      70.2
INTERCEPT PHARMA  ICPT US        12.1       (9.4)       6.1
IPCS INC          IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US       124.7      (64.8)       2.2
JUST ENERGY GROU  JE CN       1,583.6     (245.9)    (227.2)
JUST ENERGY GROU  JE US       1,583.6     (245.9)    (227.2)
LIMITED BRANDS    LTD US      6,589.0     (245.0)   1,316.0
LIN TV CORP-CL A  TVL US        839.2      (51.8)      52.7
LORILLARD INC     LO US       2,576.0   (1,568.0)     881.0
MARRIOTT INTL-A   MAR US      5,865.0   (1,296.0)  (1,532.0)
MERITOR INC       MTOR US     2,555.0     (933.0)     279.0
MONEYGRAM INTERN  MGI US      5,185.1     (116.1)     (35.3)
MORGANS HOTEL GR  MHGC US       545.9     (110.1)      (7.0)
MPG OFFICE TRUST  MPG US      2,061.5     (827.9)       -
NATIONAL CINEMED  NCMI US       794.2     (354.5)      95.8
NAVISTAR INTL     NAV US     11,143.0     (358.0)   1,585.0
NB MANUFACTURING  NBMF US         2.4       (0.0)      (0.5)
NEXSTAR BROADC-A  NXST US       566.3     (170.6)      40.2
NPS PHARM INC     NPSP US       186.9      (45.3)     130.3
NYMOX PHARMACEUT  NYMX US         2.7       (7.7)      (0.9)
OMEROS CORP       OMER US        10.1      (20.5)      (8.7)
PALM INC          PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US       259.8     (161.1)     144.3
PERFORMANT FINAN  PFMT US       198.3       (4.2)      17.3
PLAYBOY ENTERP-A  PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC      PRM US        208.0      (91.7)       3.6
PROTECTION ONE    PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US       454.5      (29.8)      60.7
REALOGY HOLDINGS  RLGY US     7,822.0   (1,721.0)    (484.0)
REGAL ENTERTAI-A  RGC US      2,306.3     (542.3)      62.5
RENAISSANCE LEA   RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A      REV US      1,173.9     (665.6)     177.8
RURAL/METRO CORP  RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US      1,813.5     (202.0)     449.5
SHUTTERSTOCK INC  SSTK US        30.2      (29.6)     (33.4)
SINCLAIR BROAD-A  SBGI US     2,160.2      (66.3)      (1.4)
SUPERVALU INC     SVU US     11,854.0      (27.0)     (80.0)
TAUBMAN CENTERS   TCO US      3,096.1     (295.3)       -
TEMPUR-PEDIC INT  TPX US        865.5      (12.1)     258.9
THRESHOLD PHARMA  THLD US        86.3      (51.4)      71.2
TRULIA INC        TRLA US        27.6       (3.2)      (4.9)
UNISYS CORP       UIS US      2,397.9   (1,190.0)     463.1
VECTOR GROUP LTD  VGR US        885.7     (119.5)     248.2
VERISIGN INC      VRSN US     1,942.0      (59.2)     858.0
VIRGIN MOBILE-A   VM US         307.4     (244.2)    (138.3)
VRINGO INC        VRNG US         3.7       (1.4)       2.1
WEIGHT WATCHERS   WTW US      1,193.6   (1,784.6)    (259.9)



                            *********

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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