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         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, October 24, 2012, Vol. 16, No. 296

                            Headlines

A123 SYSTEMS: Proposes $13.7 Million in Bonus Programs
AC LANDMARKS: Case Summary & 6 Unsecured Creditors
ACTIVE MOBILITY: Case Summary & 4 Largest Unsecured Creditors
AGY HOLDING: S&P Cuts Rating on $175-Mil. Second-Lien Notes to 'C'
ALASKA AIR TAXI: Files Chapter 11 in Anchorage

ALASKA AIR: Case Summary & 20 Largest Unsecured Creditors
ALON USA: S&P Gives 'B+' Rating on $450MM Secured Term Loan
AMERICAN AIRLINES: Appaloosa, Marathon Want Talks on Plan
AMPAL-AMERICAN ISRAEL: Files Schedules of Assets and Liabilities
ARCAS INTERMEDIATE: Moody's Assigns 'B2' CFR; Rates Loan 'B1'

ARCHDIOCESE OF MILWAUKEE: Fails to Reach Settlement in Mediation
ARI-DFW EAST: Sec. 341 Meeting of Creditors Set for Nov. 11
ATHERTON FRANCHISE: Fitch Affirms 'D' Rating on Three Loan Classes
ATP OIL: Duff & Phelps Is Committee's Financial Advisors
ATP OIL & GAS: Might Have Bargain Price Shareholders' Committee

ATP OIL: Seeks to Pay Second Lien Lenders' Professional Fees
BACK YARD BURGERS: Cleared by Judge to Tap Bankruptcy Loan
BIG SANDY: Court Approves Brownstein Hyatt as Counsel
BIG SANDY: Court Approves Jones & Keller as Regulatory Counsel
C INTERNATIONAL: Court Approves Distribution of Sale Proceeds

CAVAN MANAGEMENT: US Bank Joins in Motion to Appoint Ch 11 Trustee
CHARLES MICHAEL LUCAS: Case Venue Transferred to W.D. Texas
CHRIST HOSPITAL: Judge Denies Bid to Probe of Hospital Sale
CIRCUS AND ELDORADO: Seeks Approval of Noteholders Settlement
CIRCUS AND ELDORADO: Seeks OK for Joint Venture Letter Agreement

CONFIE SEGUROS: Moody's Assigns 'B3' CFR/PDR; Outlook Stable
CSG SYSTEMS: Moody's Affirms 'Ba1' CFR; Rates Senior Debt 'Ba1'
DAVID G. ROOT: Court Denies Confirmation of Amended Plan
DEWEY & LEBOEUF: Ad Hoc Partners Appeal From Settlement Approval
DIGITAL DOMAIN: Ryan & Maniskas Files Class Action Lawsuit

DISH NETWORK: Suit Deal to Have Neutral Impact on Fitch Ratings
EXMOR CORPORATION: Case Summary & 4 Largest Unsecured Creditors
DRESDNER FINANCIAL: SEC Charges Trio in $5.77MM Investment Scheme
FIELD FAMILY: Can Employ Dilworth Paxson as Counsel
FIELD FAMILY: D&C Hospitality Hired as Real Estate Broker

FIELD FAMILY: U.S. Trustee Appoints 3-Member Creditors Committee
FIELD FAMILY: Committee Retaining Hangley Aronchick as Counsel
FIRST STAR: Voluntary Chapter 11 Case Summary
FULLER BRUSH: Two Buyers Take Biz for Combined $17 Million
GLACIER PARK LODGE: In Receivership; No Plans to Reopen

GLOBAL AVIATION: Plan Set for Nov. 28 Confirmation
GROUP HEALTH: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Neg
HALCON RESOURCES: Moody's Rates $700MM Senior Unsecured Notes 'B3'
HALCON RESOURCES: S&P Puts 'B-' Corp. Credit Rating on Watch Pos
HMX ACQUISITION: Case Summary & 30 Largest Unsecured Creditors

HOST HOTELS: Moody's Hikes Senior Unsecured Debt Rating From 'Ba1'
IDEARC INC: Judge Denies Bid to End US Bank Trial Over Spinoff
INTERNATIONAL MEDIA: Case Converted to Chapter 7
INDUSTRIAL OFFICE: Case Summary & 7 Largest Unsecured Creditors
INTERNATIONAL CITY: Voluntary Chapter 11 Case Summary

JOHN SAMMUT: Can't Convert to Ch.11 After Denial of Ch.7 Discharge
LA CASITA: Case Summary & 4 Largest Unsecured Creditors
LEAR CORPORATION: Court Rejects Software Provider's $1.4MM Claim
LEHMAN BROTHERS: JPMorgan Suit to Remain in Bankruptcy Court
LIGHTSQUARED INC: Tweaks Executive Bankruptcy Bonus Plan

LIGHTSQUARED INC: Professionals Agree to 1.8% Cut on Fees
LSP ENERGY: Plant Malfunctions; Plan Filing and Sale Delayed
M. LICHTENSTEIN: Voluntary Chapter 11 Case Summary
MARKET STREET: Plan Confirmed for Former New Orleans Power Plant
MERCED FALLS: Cappello & Noel Awarded $554,650 Contingency Fee

MERVYN'S LLC: Creditor Objects to $166M Settlement With PE Firms
MITEL NETWORKS: Moody's Affirms 'B3' CFR; Outlook Negative
OVERSEAS SHIPHOLDING: Moody's Cuts CFR/PDR to Ca; Outlook Neg.
OVERSEAS SHIPHOLDING: S&P Cuts Corporate Credit Rating to 'CCC-'
PATRIOT COAL: Seeking Six Months More Exclusivity

PLAYPOWER HOLDINGS: S&P Withdraws 'B-' Corporate Credit Rating
POST HOLDING: Moody's Rates $200MM Notes 'B1'; Outlook Negative
PMC MARKETING: Puerto Rico Court Won't Dismiss Suit Against PREPA
POST HOLDINGS: S&P Keeps B+ Rating on $1.025-Bil. Unsecured Notes
POST HOLDINGS: S&P Affirms 'B+' CCR on $200MM Add-On to Indenture

QGOG CONSTELLATION: Fitch to Rate New Unsecured Notes at 'BB-'
RCR PLUMBING: Tiger Group Liquidating Equipment
RENT-RITE SUPER KEGS: Case Summary & 20 Largest Unsec. Creditors
RESIDENTIAL CAPITAL: Juniors Want to Keep Suit, Settlement Rights
RICHFIELD EQUITIES: Committee Can Retain Wolfson Bolton as Counsel

RICHFIELD EQUITIES: Files Schedules of Assets and Liabilities
RICHFIELD EQUITIES: CCG Asks Lift Stay to Repossess Equipment
RICHFIELD EQUITIES: Can Employ Carson Fischer as Counsel
RICHFIELD EQUITIES: Hiring Quarton Partners as Investment Banker
RICHFIELD EQUITIES: Court Approves Appointment of J. Beard as CRO

RICHFIELD EQUITIES: Can Employ KCC as Claims and Noticing Agent
RYYZ LLC: Voluntary Chapter 11 Case Summary
SAAB CARS: Ally Objects to Chapter 11 Liquidation Plan
SCS HOLDINGS: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
SHALE-INLAND HOLDINGS: S&P Assigns 'B' Corp. Credit Rating

SOLYNDRA LLC: Court Confirms Plan Over Government's Objection
SUNDALE CONSOLIDATED: Case Summary & Creditors List
SPECTRUM BRANDS: Fitch Rates $1.8 Billion New Debt 'BB-'
SPECTRUM BRANDS: Moody's Rates $800MM Sr. Secured Term Loan 'Ba3'
SPECTRUM BRANDS: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos

STANDARD STEEL: S&P Hikes CCR to 'BB-' on Improved Performance
STEAK N SHAKE: Moody's Withdraws 'B1' Corporate Family Rating
SURGERY CENTER: Moody's Cuts CFR/PDR to 'B3'; Outlook Stable
SWAMI SHREE: Can Use S4H Cash Collateral Through Nov. 21
TARGA RESOURCES: Moody's Rates $400MM Sr. Unsecured Notes 'Ba3'

TARGA RESOURCES: S&P Assigns 'BB' Rating on $400MM Unsecured Notes
TRACY BROADCASTING: Valley Bank Dispute Goes Back to Bankr. Court
TRIBUNE CO: News Corp. Denies Holding Talks for Acquisition
TRI-VALLEY: Sells Oil & Gas Properties, Mining Rights for $3.2MM
UNION CENTRAL: Voluntary Chapter 11 Case Summary

VERMILLION INC: Select Stockholders Push for Merger
XTREME IRON: Chapter 11 Trustee Wins OK for Gardere as Counsel
WARREN SAPP: Home Being Sold at Bankruptcy Auction
WOODLANDS CORNER: Case Summary & Unsecured Creditor
ZACKY FARMS: Final Hearing Today on $71 Million DIP Financing

ZACKY FARMS: Sec. 341 Creditors' Meeting Set for Nov. 8
ZACKY FARMS: Case Summary & 20 Largest Unsecured Creditors

* Moody's Says Weak Demand Hinders U.S. Steel Sector Recovery
* Supreme Court May Decide Circuit Split on Fraud Discharge
* Three Bank Failures Bring Year's Total to 46
* Lehman Dethroned by MF Global as Leader in Claims Trading

* Upcoming Meetings, Conferences and Seminars



                            *********

A123 SYSTEMS: Proposes $13.7 Million in Bonus Programs
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that A123 Systems Inc. sought Chapter 11 protection on
Oct. 16 and filed papers three days later asking the bankruptcy
judge in Delaware to approve retention and incentive bonus
programs, along with a severance plan for the roughly 940 current
employees.

According to the report, assuming the bankruptcy judge approves at
a Nov. 8 hearing, nine top executives will have an incentive bonus
program that could pay as much as $4.2 million.  Half the bonuses
will be based on the sale price the automotive lithium-ion battery
business fetches at auction, with the remainder related to the
company's actual performance against a budget.  There will be no
incentive bonuses based on the sale price unless the auction
results in a price of $150 million.  Johnson Controls Inc. is
already under contract to pay $125 million cash plus the cost of
curing defaults on contracts.  The maximum sale bonus requires a
price of $250 million.

The report relates that 66 non-executives are being offered
$2.7 million in retention bonuses.  All currently employed workers
are to be covered by a severance plan paying between two weeks and
three months of pay.  The severance plan theoretically could cost
$6.8 million.  The company said the actual cost should be
considerably less since workers won't qualify if they are offered
jobs by the buyer.  Johnson Controls is financing the Chapter 11
effort with a $75.2 million loan.

The report notes that the bankruptcy court scheduled an Oct. 30
hearing for approval of auction and sale procedures.  A123 wants
the judge to require other bids by Nov. 16, followed by an auction
on Nov. 19 and a hearing to approve sale on Nov. 26.

The convertible subordinated notes traded on Oct. 19 for 42.875
cents on the dollar according to Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority.  The notes
have more than doubled in price compared with 21.25 cents where
they traded the day of bankruptcy.

                        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.

The company's notes traded as low as 21.25 cents on the day of the
bankruptcy filing.


AC LANDMARKS: Case Summary & 6 Unsecured Creditors
--------------------------------------------------
Debtor: AC Landmarks, LLC
        3629 Santa Anita Avenue, Suite 128
        El Monte, CA 91731

Bankruptcy Case No.: 12-45368

Chapter 11 Petition Date: October 21, 2012

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

Judge: Neil W. Bason

Debtor's Counsel: Bert Briones, Esq.
                  RED HILL LAW GROUP, PC
                  2875 Michelle Drive, Suite 325
                  Irvine, CA 92606
                  Tel: (714) 604-4040
                  Fax: (714) 464-4656
                  E-mail: ecfmailonly@gmail.com

Scheduled Assets: $3,631,122

Scheduled Liabilities: $5,788,412

A copy of the Company's list of its six largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb12-45368.pdf

The petition was signed by Ken Wong, managing member.


ACTIVE MOBILITY: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Active Mobility and Design, Inc.
        dba Buddy's Auto Trim & Glass
        dba Buddy's Holiday Mobility
        dba Buddy's Holiday Truck And Van
        6144 S. U.S. Hwy. #1
        Fort Pierce, FL 34982-0000

Bankruptcy Case No.: 12-34969

Chapter 11 Petition Date: October 18, 2012

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

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Julianne R. Frank, Esq.
                  Malinda L Hayes, Esq.
                  FRANK, WHITE-BOYD, PA
                  11382 Prosperity Farms Rd #230
                  Palm Beach Gardens, FL 33410
                  Tel: (561) 626-4700
                  Fax: (561) 627-9479
                  E-mail: fwbbnk@fwbpa.com
                          malinda@fwbpa.com

Scheduled Assets: $637,318

Scheduled Liabilities: $1,472,933

A copy of the Company's list of its four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flsb12-34969.pdf

The petition was signed by William D. Bowes, director/ secretary/
treasurer.


AGY HOLDING: S&P Cuts Rating on $175-Mil. Second-Lien Notes to 'C'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level ratings
on AGY Holding Corp.'s $175 million second-lien notes to 'C' from
'CC'. "At the same time, we revised our recovery rating on the
notes to '6', indicating our expectations for negligible recovery
(0% to 10%) in the event of a payment default, from '5'. We also
affirmed our 'CCC-' corporate credit rating on the company. The
outlook remains negative," S&P said.

"The ratings on AGY Holding Corp. reflect our view of the
company's 'highly leveraged' financial profile--including its
'weak' liquidity--and 'vulnerable' business position in a
relatively narrow segment of the glass fiber market with
significant concentration of revenue and operating profits from a
few customers," said Standard & Poor's credit analyst Paul Kurias.

"A key credit risk is our view of AGY's weak liquidity, and the
consequent risk that the company will be unable to meet its next
two interest installments on its second-lien notes due November
2012 and May 2013, totaling approximately $19 million. Total
interest for 2012 is likely in our view to be in the $23 million
to $25 million range, well below liquidity levels, and also below
EBITDA levels we anticipate for 2012. A key liquidity assumption
for the next few quarters is that the company will be unable to
improve 12-month EBITDA meaningfully from June 30, 2012 levels,
which are below the annual interest expense, or release cash from
working capital, so that free cash generation remains negative or
is at best very thin. We also assume that the company's EBITDA
will remain vulnerable to an economic slowdown we anticipate over
the next several quarters," S&P said.

"AGY and its operating subsidiaries manufacture glass yarns with
varying degrees of specialization and technological complexity
geared to niche, and sometimes customized, applications in end
markets that include aerospace, defense, construction, and
electronics. In 2009, the company acquired 70% of AGY Hong Kong, a
China-based producer of glass fiber catering mainly to global
electronic producers, many of whom have key operations in East
Asia. The private investment company Kohlberg & Co. LLC, through
its affiliates, acquired AGY from a consortium of previous owners
in 2006. AGY emerged from Chapter 11 protection in April 2004,"
S&P said.

"We could lower ratings in the next several weeks if the company
does not make its interest payments, announces plans to
restructure its debt obligations, or if it becomes apparent to us
that the company would lose access to key sources of liquidity
such as its revolving credit facility or its alloy lease metals
facility. Despite a slightly improved second-quarter 2012 EBITDA,
the company has yet to demonstrate a meaningful improving trend in
its operating performance that we believe will increase the
likelihood of lenders continuing to provide these critical sources
of liquidity," S&P said.

"The negative outlook reflects our view that AGY will be unable to
meet its onerous interest obligations including about $19 million
due over the next two quarters because of our expectation for
ongoing weakness in liquidity. In addition, AGY is at risk of
defaulting on its credit agreement, a critical source of
liquidity, if it cannot extend its precious metals lease agreement
by May 2013," S&P said.

"While we view an upgrade as unlikely we would consider one if
unexpected earnings improvement boosted liquidity on a sustainable
basis. The most likely cause for this would be unanticipated
growth in an end application for the company's products that would
improve EBITDA and cash flow meaningfully. In the past the
company's defense business insulated it from the effects of anemic
economic growth, but we do not anticipate any insulation from the
economic slowdown we envisage over the next 12 months and do not
foresee such an uptick in the company's operating performance at
this time," S&P said.

"We do not rate the first-lien revolving credit facility or debt
at AGY Hong Kong.," S&P said.


ALASKA AIR TAXI: Files Chapter 11 in Anchorage
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Alaska Air Taxi LLC, a charter air carrier, filed a
petition for Chapter 11 protection (Bankr. D. Alaska) on Oct. 20
in Anchorage, saying assets and debt are both less than
$10 million.  The Anchorage-based company operates all year with
10 aircraft using floats, skis or wheels, according to the Web
site.


ALASKA AIR: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Alaska Air Taxi LLC
        aka Arctic Air Support LLC
        4501 Aircraft Drive
        Anchorage, AK 99502

Bankruptcy Case No.: 12-00631

Chapter 11 Petition Date: October 20, 2012

Court: U.S. Bankruptcy Court
       District of Alaska (Anchorage)

Debtor's Counsel: David H. Bundy, Esq.
                  DAVID H. BUNDY, P.C.
                  310 K. Street, Suite 200
                  Anchorage, AK 99501
                  Tel: (907) 248-8431
                  Fax: (907) 248-8434
                  E-mail: dhb@alaska.net

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/akb12-00631.pdf

The petition was signed by Jack B. Barber, managing member.


ALON USA: S&P Gives 'B+' Rating on $450MM Secured Term Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue rating
and '2' recovery rating, indicating its expectation of a
substantial (70% to 90%) recovery if a payment default occurs, to
Alon USA Energy Inc.'s $450 million senior secured term loan B
issuance. "At the same time we placed the issue rating on
CreditWatch with negative implications to reflect the possibility
that we will lower the rating to 'B' on the portion of the term
loan assumed by the MLP in conjunction with the IPO. We also
affirmed our 'B' corporate credit ratings on Alon and Alon
Refining Krotz Springs Inc. (ARKS). The rating outlook is stable,"
S&P said.

The rating on Alon reflects its "vulnerable" business risk profile
and its "aggressive" financial risk profile. Standard & Poor's
takes a consolidated analytical approach to Alon, including
results from the Krotz Springs refinery and its asphalt and retail
businesses. The ratings also incorporate Alon Israel Oil Co.
Ltd.'s support for Alon.

"Our assignment of a 'B+' issue rating to the term loan reflects
our view that the initial refinancing is credit neutral. It
increases debt by about $25 million but improves liquidity by
addressing near-term maturities. The initial credit profile is
also supported by a 75% cash flow sweep that can accelerate
deleveraging until the term loan is reduced to $250 million. We
expect that recent debt reduction and higher EBITDA will
significantly reduce adjusted leverage to near 2x for 2012 and
2013. We believe the main drivers of improved earnings are
stronger margins at the Big Spring and Krotz Springs refineries
resulting from crude discounts and better operational
performance," S&P said.

"However, our placement of the issue rating on CreditWatch with
negative implications on reflects potential risks to lenders based
on the company's announced MLP plans, which could reduce future
recovery," said Standard & Poor's credit analyst Mark Habib.

"The company plans to launch the IPO of Alon USA Partners LP as a
variable MLP owning the Big Springs refinery. If executed as
planned, we expect that net proceeds would be used to pay down
debt at Alon and ARKS, the MLP would assume $250 million of the
term loan, and the cash flow sweep would end. While we view the
significant debt reduction positively, we believe MLP distribution
policies can weigh on financial risk because unit holders will
expect quarterly distributions from available cash flow. In
general, we believe this leaves an MLP more vulnerable to
liquidity strains than a corporate issuer that can retain a cash
cushion. MLPs rely much more than corporations on outside sources
of capital to fund growth spending and are more vulnerable to
frozen capital markets. Security interests for lenders to the $250
million term loan will also become limited to the assets of Alon
USA Partners LP and its subsidiaries, and they will face single
asset risk, no longer benefiting from the cash flows and diversity
that the retail business and other refineries currently provide at
the Alon USA Energy Inc. level," S&P said.


AMERICAN AIRLINES: Appaloosa, Marathon Want Talks on Plan
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Appaloosa Management LP and Marathon Asset Management
LP wrote a letter to the chief executive officer of AMR Corp.
saying that the parent of American Airlines Inc. should be holding
reorganization talks with a wider group of creditors.

                          About AMR Corp.

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

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

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

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

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

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

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

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


AMPAL-AMERICAN ISRAEL: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Ampal-American Israel Corporation filed with the U.S. Bankruptcy
Court for the Southern District of New York its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property                        $0
  B. Personal Property          $290,664,095
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $349,413,858
                                ------------     ------------
        TOTAL                   $290,664,095     $349,413,858

A copy of the schedules is available at:

         http://bankrupt.com/misc/ampal-american.doc37.pdf

A copy of the schedules, as amended, is available at:

         http://bankrupt.com/misc/ampal-american.doc38.pdf

                        About Ampal-American

Ampal-American Israel Corporation and its subsidiaries --
http://www.ampal.com/-- acquired interests primarily in
businesses located in Israel or that are Israel-related.  Ampal is
seeking opportunistic situations in a variety of industries, with
a focus on energy, chemicals and related sectors.  Ampal's goal is
to develop or acquire majority interests in businesses that are
profitable and generate significant free cash flow that Ampal can
control.

Ampal-American filed a voluntary petition for Chapter 11
reorganization (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29,
2012.  The Company is pursuing a plan to restructure the Company's
Series A, Series B and Series C debentures.

Bankruptcy Judge Stuart M. Bernstein presides over the case.
Lawyers at Bryan Cave LLP, in New York, serves as counsel to the
Debtor.

As of June 30, 2012, the Company had US$542.3 million in total
assets and US$775.2 million in total liabilities.  The petition
was signed by Irit Eluz, chief financial officer, senior vice
president.


ARCAS INTERMEDIATE: Moody's Assigns 'B2' CFR; Rates Loan 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned first time ratings to ARCAS
Intermediate Holdings (Sequa Automotive), -- Corporate Family
Rating at B2; and Probability of Default Rating at B3. In a
related action, Moody's assigned B1 ratings to the new $60 million
senior secured first lien revolver and $215 million first lien
term loan of Sequa Automotive's operating subsidiary -- ARC
Automotive Group, Inc. The proceeds from the term loan, along with
$125 million of contributed equity from affiliates of The Jordan
Company, will be used to fund the purchase of Sequa Corporation's
automotive businesses and pay fees and expenses related to the
transaction. The rating outlook is stable.

The ratings of Sequa Automotive reflect the company's competitive
position in two automotive business segment: i) power outlets,
connectivity devices, climate control sensors, power electronic
modules, and suspension control sensors; and ii) advanced
inflators for driver and passenger-side airbags, as well as
inflators for side impact and curtain applications.

The following ratings were assigned:

ARCAS Intermediate Holdings:

  Corporate Family Rating, B2;

  Probability of Default, B3

ARC Automotive Group, Inc. (with Casco Automotive Group, Inc. as
co-Borrower):

  B1 (LGD2, 26%) to the $60 million senior secured revolving
  credit facility (also available to ARCAS Intermediate Holdings'
  European subsidiary borrower);

  B1 (LGD2, 26%) to the $215 million senior secured term loan
  facility

Rating Rationale

Sequa Automotive's B2 Corporate Family Rating incorporates the
company's modest leverage following the acquisition, and
longstanding customer relationships in the automotive industry.
These competitive strengths are balanced by the company's modest
size as an automotive parts supplier, ongoing competitive
pressures within air bag inflator and connectivity segments, and
continuing pricing pressure.

Following the acquisition by The Jordan Company, Sequa Automotive
is expected to have a modest leverage profile with pro forma
debt/EBITDA (as adjusted by Moody's) of about 4.0x. Sequa
Automotive's position as a longstanding industry supplier of
airbag inflators and connectivity products has positioned the
company to benefit from the global automotive industry's recovery
as their products are on a number of leading automobile platforms.
However, Sequa's airbag inflator business competes with a number
of much larger companies. Moreover, many of these competitors, who
supply entire air bag systems, are also customers of Sequa
Automotive. This poses an important area of business risk. Moody's
also notes that Sequa's connectivity products serve as gateways to
complex audio and infotainment systems. The rating agency believes
that as demand for these systems in automobiles increases, there
could be greater competitive and margin pressure in Sequa's
connectivity operations.

Sequa Automotive's modest revenue base also is a risk factor under
the Global Automotive Suppler Methodology. In order to maintain
its competitive position, Sequa Automotive has had to improve both
technology and lower product pricing (partially due to OEM
negotiated price downs). As a result, revenue growth may not keep
up with global automotive sales, pressuring the ability to improve
margins.

The stable outlook reflects Moody's view that Sequa Automotive's
operating performance over the near-term will support the assigned
rating and enable it to maintain a good liquidity profile. Despite
the industry pressures mentioned above, the company is expected to
generate positive free cash flow over the intermediate-term.
Moody's will monitor management's usage of free cash flow for debt
reduction or shareholder friendly actions.

Sequa Automotive is anticipated to maintain a good liquidity
profile over the near-term supported by free cash flow generation
and availability under the $60 million revolving credit facility.
The company should generate positive free cash over the near term
driven by strong profit margins and modest incremental working
capital and capital expenditure needs as revenues grow. The
proposed revolving credit facility is expected to be unfunded as
of the closing of the transaction and remain largely unused over
the near-term. Financial covenants for the bank credit facilities
are anticipated to include a maximum net total leverage test and a
minimum cash interest test. While financial covenant levels have
not been determined as of this writing, they are expected to have
ample cushion over the near-term. Alternate liquidity is limited
as substantially all of the company's domestic assets are expected
to secure the credit facilities.

An improvement in Sequa Automotive's rating could occur if the
company is able to sustain EBIT/Interest above 3.5x and
Debt/EBITDA below 3.0x while demonstrating a financial policy that
is focused on debt reduction rather than shareholder returns.

The rating could be lowered if regional demand pressure on
automotive production levels results in profit margins
deterioration, or EBIT/Interest below 2.0x or Debt/EBITDA over
4.5x. A deteriorating liquidity profile or shareholder
distributions that signal a shift to more aggressive financial
policies also could lead to a lower rating.

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

Sequa Automotive operates through two wholly owned subsidiaries,
Casco Automotive Group, Inc. (Casco) and ARC Automotive Group,
Inc. and their affiliated companies. Casco supplies automotive
power outlets, connectivity devices, climate control sensors,
power electronic modules, and suspension control sensors. ARC
supplies the automotive market with advanced inflators for driver
and passenger-side airbags, as well as inflators for side impact
and curtain applications. Revenues in 2011 were about $350
million.


ARCHDIOCESE OF MILWAUKEE: Fails to Reach Settlement in Mediation
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Archdiocese of Milwaukee and the official
committee representing sexual-abuse claimants reported to the
bankruptcy judge last week that mediation was a failure.  At a
hearing, the bankruptcy judge began setting down timetables for
the flood of litigation that will result from the inability to
reach a compromise.

According to the report, there is already one motion on file where
the committee is seeking authority to bring a lawsuit contending
that $35 million of diocese money was fraudulently transferred in
June 2005 to shield parish money from sexual abuse claims.  The
bankruptcy judge set down an Oct. 31 hearing to consider whether
the creditors can be allowed to sue.  The committee informed the
judge there are two other fraudulent transfer suits that must be
initiated in view of the impending two-year deadline for
commencing litigation.  The bankruptcy judge said it would be
preferable for the prospective defendants to agree to an extension
of the deadline, according to court records.

The report relates that the creditors also want to sue the
parishes, aiming to establish they are part of the diocese and not
separate legal entities without liability for abuse claims.

The Bloomberg report discloses that although the diocese believes
there is no insurance coverage, the committee wants to bring
lawsuits against two insurance companies to determine if there is
coverage.  The Chapter 11 filing in January 2011 made Milwaukee
the eighth diocese to seek bankruptcy protection from sexual-abuse
claims.  The Milwaukee church listed assets of $98.4 million and
total liabilities of $35.3 million.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ARI-DFW EAST: Sec. 341 Meeting of Creditors Set for Nov. 11
-----------------------------------------------------------
The Office of the U.S. Trustee will hold a meeting of creditors
under 11 U.S.C. Sec. 341(a) in the bankruptcy case of ARI-DFW East
& West 9 on Nov. 5, 2012, at 1:15 p.m. at RM 2610, 725 S Figueroa
St., in Los Angeles, California.

                     About ARI-DFW East & West

ARI-DFW East & West 9, L.P., filed for Chapter 11 bankruptcy
Bankr. C.D. Calif. Case No. 12-42788) on Sept. 27, 2012.
Bankruptcy Judge Sandra R. Klein presides over the case.
Kenneth J. Catanzarite, Esq. -- kcatanzarite@catanzarite.com --
and Eric V. Anderton, Esq., at Catanzarite Law Corporation, serve
as the Debtor's counsel.  In its petition, the Debtor estimated
$10 million to $50 million in total assets and debts.  The
petition was signed by E. Lorelei Mooney, as "trusted debtor's
general partner".

ARI-DFW East & West 9 is one of 23 "Special Purpose Entities"
organized by Argus Realty Investors, L.P., an Orange County
California real estate and securities promoter of tax-advantaged
investments to defer capital gains taxes.  ARI-DFW 9 and its co-
debtors were formed in September 2005 for the purpose of entering
into a structured transaction resulting in the assumption of an
existing purchase money loan and tenant in common interests in two
parcels of real property.

The Co-Debtors are named DFW East & West 1, L.P. to DFW East &
West 23, L.P.  In the aggregate the SPE TICs invested $6.25
million in real estate securities concerning two office buildings
in the Dallas-Fort Worth, Texas, freeway corridor known as DFW
East Property and DFW West Property.

The "upleg" real estate designated for the Debtors was comprised
of two separate and distinct buildings 4.5 miles apart constructed
in 1982, DFW East Property, a five-story, 85,212 rentable square
foot Class B office building located on approximately 2.94 acres
at 4425 West Airport Freeway, Irving, Texas and DFW West Property,
a five-story, 85,900 rentable square foot Class B office building
located on roughly 2.89 acres at 4001 West Airport Freeway,
Bedford, Texas.


ATHERTON FRANCHISE: Fitch Affirms 'D' Rating on Three Loan Classes
------------------------------------------------------------------
Fitch Ratings has taken various rating actions on the following
Atherton Franchise Loan Funding, LLC:
Series 1997-A

  -- Class C is withdrawn at Dsf/RE 75%.

Series 1999-A

  -- Class C affirmed at 'CCCsf/RE 100%'
  -- Class D affirmed at 'D/RE 0%'
  -- Class E affirmed at 'D/RE 0%'
  -- Class F affirmed at 'D/RE 0%'

The ratings withdrawal of the Class C note in the 1997-A series is
due to Fitch's view that the ratings are no longer relevant to the
agency's coverage, considering that the class has defaulted.

The affirmation of the Class C note in 1999-A reflect the notes'
ability to pass stress-case scenarios consistent with the current
rating levels.  The 'Dsf' rating on the subordinate notes reflect
principal writedowns incurred by the notes.  Additionally,
recovery prospects for certain notes have changed, leading to a
revision of the Recovery Estimates.


ATP OIL: Duff & Phelps Is Committee's Financial Advisors
--------------------------------------------------------
The Official Committee of Unsecured Creditors of ATP Oil & Gas
Corporation asks the U.S. Bankruptcy Court for the Southern
District of Texas for authorization to retain Duff & Phelps
Securities, LLC, as financial advisors.

The Committee anticipates that D&P may render these services:

  (a) Review and analyze the Debtor's operations, financial
      condition, business plan, strategy, and operating forecasts;

  (b) Analyze any merger, divestiture, joint-venture, or
      investment transaction;

  (c) Assist in the determination of an appropriate go-
      forward/post emergence capital structure for the Debtor;

  (d) Assist the Committee in raising and/or analyzing any new
      debt and/or equity capital (including advice on the nature
      and terms of new securities);

  (e) Assist the Committee in developing, evaluating, structuring
      and negotiating the terms and conditions of a restructuring
      or Plan of Reorganization, including the value of the
      securities, if any, that may be issued to the Committee
      under any such restructuring or Plan;

  (f) Evaluate the Debtor's debt capacity;

  (g) If requested by the legal counsel to the Committee, prepare
      expert report(s) with respect to the valuation of the Debtor
      and provide expert testimony relating to such report(s) as
      well as other financial matters arising in connection with
      the bankruptcy; and

  (h) Provide the Committee with other appropriate general
      restructuring advice and litigation support.

As compensation for its services, D&P will charge:

  -- Monthly Fee: The Company will pay D&P a cash fee of $150,000
     per month for the term of the engagement beginning Sept. 11,
     2012.  The Monthly Fees will be due and payable for all
     months from the inception of this engagement through the
     earlier of (i) the termination of the Engagement Letter, or
     (ii) the Effective Date of a confirmed Plan in the Chapter 11
     case.

  -- Deferred Restructuring Fee: D&P will earn a deferred
     restructuring fee in the amount of $1,500,000, which will be
     paid on the effective date of a restructuring transaction.

To the best of the Committee's knowledge and based upon the D&P
Declaration, D&P is a "disinterested person," as defined in 11
U.S.C. Section 101(14) and as required by 11 U.S.C. Section 328.

                           About ATP Oil

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

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

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

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.


ATP OIL & GAS: Might Have Bargain Price Shareholders' Committee
---------------------------------------------------------------
U.S. Bankruptcy Judge Marvin Isgur has ordered the U.S. Trustee to
select five current equity holders to serve as members of an
exploratory group which will determine whether an equity security
holders committee can be appointed in the Chapter 11 case of ATP
Oil & Gas Corporation in a manner that is economic and that can be
achieved on a consensual basis.  The exploratory group will serve
without compensation and will have no authority to bind any person
or group.

The group's role will terminate at the earlier of (i) 11:50 p.m.
on Nov. 1, 2012, and (ii) the entry of an order directing the
appointment of an equity security holders committee.

On Nov. 1, 2012, at 1:30 p.m., the Court will conduct a hearing on
whether an equity security holders committee should be appointed.
If there is a consensus regarding the appointment of such a
committee, the Court will conduct an evidentiary hearing to the
extent required to consider any such agreement on the appointment
of such a committee.

On Oct. 9, 2012, 2012, Strategic Turnaround Equity Partners, LP
(Cayman) sought the Court's authorization for the appointment of
an official committee of equity security holders pursuant to
Bankruptcy Code Section 1102.  According to Strategic Turnaround,
since the Petition Date, at least 90 equity security holders of
the Debtor have requested that the United States Trustee appoint
an official equity committee.

                          Creative Method

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Marvin Isgur in Houston devised
a creative method for deciding whether seemingly out-of-the-money
shareholders can have an official equity committee at a cost the
bankrupt company can afford.  Ordinarily, the bankrupt company
pays what can be the considerable cost of professionals hired by
official committees.

According to the report, in the reorganization of ATP Oil & Gas
Corp., shareholders filed a motion for appointment of an equity
committee.  The company and the official creditors' committee
opposed, saying there's no realistic possibility that equity will
receive a distribution through a Chapter 11 plan.

The report relates that opponents of an equity committee also
pointed to low prices the stock and bonds are commanding on the
market as evidence that shareholders should be wiped out.  Judge
Isgur put the onus on the shareholders to find lawyers who will
work at an affordable price and cobble together a budget for an
equity committee that the other parties in the case can swallow.
The judge called for appointment of an "exploratory group" of
shareholders to negotiate a budget with potential committee
professionals.  The exploratory committee will serve without pay.

The report notes that if the shareholders come up with a budget
the other parties accept, Judge Isgur will consider appointing an
equity committee on a consensual basis at a Nov. 1 hearing.  If
there is no agreement, he will decide that day whether to name a
committee over company and creditor objection.

ATP stock closed on Oct. 19 at 14 cents, virtually unchanged in
over-the-counter trading.  The $1.5 billion in 11.875% second-lien
notes traded at 4:27 p.m. on Oct. 19 for 18.188 cents on the
dollar, according to Trace, the bond price reporting system of the
Financial Industry Regulatory Authority.

                           About ATP Oil

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

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

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

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

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


ATP OIL: Seeks to Pay Second Lien Lenders' Professional Fees
------------------------------------------------------------
ATP Oil & Gas Corporation has filed an emergency supplemental
motion seeking the Bankruptcy Court's authorization to pay certain
fees, costs and expenses of professionals for an ad hoc committee
of holders of the 11.875% Senior Second Lien Notes due 2015, and
to incur post-petition secured borrowings to facilitate the
payment of such fees, costs and expenses.  As set forth in the
Final DIP Financing Order signed by the bankruptcy judge Sept. 21,
2012, the Debtor and the DIP lenders have consented to the payment
of the fees of the Prepetition Second Lien Lenders.

The DIP Order, however, provides that reimbursement of fees to
professionals for the Ad Hoc Second Lien Committee will be subject
to approval and further order of the Court, thus this supplemental
motion.

The aggregate amount of accrued fees of Approved Second Lien
Professionals (excluding any interest, capitalized interest or
original issue discount) that may be reimbursed as set forth in
the supplemental motion will not exceed $400,000 in any given
month.

The terms of the Second Lien Professional Loans can be found at:

            http://bankrupt.com/misc/atpoil.doc590.pdf

Gulf Offshore Logistics, L.L.C., Martin Holdings, L.L.C., C-
Port/Stone, L.L.C., Offshore Service Vessels, L.L.C., and
Barry Graham Oil Service, L.L.C., objected to the Debtor's
emergency supplemental motion.  Each of the movants provided pre-
petition services for the Debtor's operation and have statutory
liens on property owned by the Debtor arising therefrom, including
liens arising under the Louisiana Oil Well Lien Act, La. R.S.
9:4861 et seq.

The movants do not oppose generally Debtor's emergency
supplemental motion, but merely seek to ensure that the proposed
order includes language which (i) preserves the existing rights
and priorities held by movants so that they may be addressed by
this Court and not lost prior to such consideration through the
entry of the emergency relief requested and (ii) provides, to the
extent required by law, movants with adequate protection.

                           About ATP Oil

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

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

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

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.


BACK YARD BURGERS: Cleared by Judge to Tap Bankruptcy Loan
----------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that a
bankruptcy judge has cleared restaurant chain Back Yard Burgers
Inc. to tap a $2.9 million loan designed to keep it operating
during its Chapter 11 case.

                      About Back Yard Burgers

Back Yard Burgers has a chain of 90 quick-service restaurants in
16 states.  The company operates and franchises quick-service
restaurants in Memphis, Little Rock, Nashville and other markets.
The company features gourmet hamburgers and chicken sandwiches,
name-brand condiments and beverages as well as hand-dipped
milkshakes, fresh-squeezed lemonade and fresh-baked cobblers.

Back Yard Burgers Inc. and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 12-12882) on Oct. 17,
2012.  Attorneys at Greenberg Traurig serve as bankruptcy counsel.
Saul Ewing LLP is the conflicts counsel.  GA Keen Realty Advisors
is the real estate advisor.  Rust Consulting/Omni Bankruptcy is
the claims and notice agent.  Back Yard Burgers estimated up to
$10 million in assets and at least $10 million in liabilities.


BIG SANDY: Court Approves Brownstein Hyatt as Counsel
-----------------------------------------------------
Big Sandy Holding Company sought and obtained approval from the
U.S. Bankruptcy Court to employ Brownstein Hyatt Farber Schreck,
LLP as counsel.

The firm will, among other things:

   a. assist in the production of the Debtor's schedules and
      statement of financial affairs and other pleadings necessary
      to file its Chapter 11 case;

   b. assist in the preparation of motions and documents related
      to the sale of assets under Sec. 363 of the Bankruptcy Code,
      if necessary;

   c. assist in the preparation of the Debtor's plan of
      reorganization and disclosure statement;

   d. prepare on behalf of the Debtor all necessary applications,
      complaints, answers, motions, orders, reports, and other
      legal papers; and

   e. represent the Debtor in adversary proceedings and contested
      matters related to the Debtor's bankruptcy case.

The BHFS attorneys who will work on the case include primarily
Michael J. Pankow, Joshua Hantman and Heather Schell, whose
respective billing rates are $510, $310 and $265 per hour.  The
paralegal expected to work on this case is Connie Windholz, whose
billing rate is $190 per hour.  These rates are adjusted from time
to time.

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

On Feb. 1, 2012, BHFS received $50,000 from the Debtor.  The firm
also received these payments: March 29, 2015, $45,000; May 15,
2012, $23,975 and Sept. 26, 2012, $15,000 for a total amount of
$133,975 provided as a retainer payments and payments in respect
of invoices.  BHFS has applied such payments to its prepetition
fees and expenses and toward the filing fee.  To the extent BHFS
has any outstanding fees not allowable as an administrative
expense, BHFS will waive such claim.

                          About Big Sandy

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

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

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

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

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


BIG SANDY: Court Approves Jones & Keller as Regulatory Counsel
--------------------------------------------------------------
Big Sandy Holding Company sought and obtained approval from the
U.S. Bankruptcy Court to employ Jones & Keller, P.C., as special
bank regulatory counsel to the Debtor and its wholly owned
subsidiary, Mile High Banks, with respect to all Federal and State
of Colorado bank regulatory issues, attendant corporate law
issues, and in particular regarding sale of the Debtor's stock in
Mile High Banks.

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

The J&K attorneys who will work on this case will primarily be
Ernest J. Panasci and Kristin S. Godfrey, whose hourly billing
rates are $360 and $295, respectively.  These and other rates are
adjusted from time to time.  Where appropriate, J&K will use the
services of other attorneys, paralegals and other J&K personnel to
represent the interests of the Debtor efficiently and effectively.

                          About Big Sandy

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

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

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

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

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


C INTERNATIONAL: Court Approves Distribution of Sale Proceeds
-------------------------------------------------------------
C International Income Fund, formerly Cinram International Income
Fund disclosed that in connection with the sale of substantially
all of the Fund's assets and businesses in the United States and
Canada completed on Aug. 31, 2012, and the motion brought by the
Fund before the Ontario Superior Court of Justice on Oct. 19,
2012, the Court approved, among other things:

    * a distribution of a portion of the sale proceeds from the
      North American Sale Transaction to the Fund's senior secured
      lenders;

    * further future distributions of additional sale proceeds and
      funds available at the Fund to the Fund's senior secured
      lenders;

    * the establishment of reserves for certain costs and expenses
      relating to, among other things, the completion of the
      Fund's proceedings under the Companies' Creditors
      Arrangement Act and the completion of the sale of the Fund's
      European business; and

    * the release of claims against the Fund's former and current
      trustees, directors and officers.

In connection with the distribution motion, a comeback hearing has
been scheduled with the Ontario Superior Court of Justice
(Commercial List) for Nov. 2, 2012 at 330 University Ave, Toronto,
Ontario.

Information with respect to the distribution motion will be
available on the Web site of FTI Consulting Canada Inc., the
Court-appointed monitor: http://cfcanada.fticonsulting.com/cinram/

                    About Cinram International

With headquarters in Toronto, Ontario, Canada, Cinram
International Inc. is one of the world's largest independent
manufacturers, replicators and distributors of DVDs and audio
CDs.

The Company on June 25, 2012, filed for reorganization under the
Companies' Creditors Arrangements Act (Canada) in the Ontario
Superior Court.  Concurrently with that filing, Cinram's US
subsidiaries filed under Chapter 15 of the United States
Bankruptcy Code (Bankr. D. Del. Case Nos. 12-11882 to 12-11890).

Pauline K. Morgan Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as U.S. counsel.  FTI Consulting is
the monitor in the CCAA case.  Attorneys at Goodsman LLP represent
Cinram in the CCAA case.

On July 12, 2012, the Canadian Court approved the sale of
substantially all of Cinram's assets and businesses in North
America and Europe to newly formed subsidiaries of Najafi
Companies.  The sale was also approved by the U.S. Court on July
25, 2012.


CAVAN MANAGEMENT: US Bank Joins in Motion to Appoint Ch 11 Trustee
------------------------------------------------------------------
U.S. Bank, N.A., as Trustee for the Registered Holders of Merrill
Lynch Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1, joins in the emergency motion of
Evans O'Brien of Snell & Wilner LLP on behalf of Arizona Eco
Development LLC to appoint a Chapter 11 Trustee in the Chapter 11
case of Cavan Management Services, LLC, and further gives notice
of its intent to participate in the preparation of a joint
pretrial statement and evidentiary hearing in connection with the
emergency motion.

U.S. Bank, N.A., is represented by:

          Richard M. Lorenzen, Esq.
          PERKINS COIE LLP
          2901 North Central Avenue, Suite 2000
          Phoenix, AZ 85012-2788
          Tel: (602) 351-8000
          Fax: (602) 648-7000
          E-mail: RLorenzen@perkinscoie.com

                        About Granite Dells

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2.22 million in assets and $157 million in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC, is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

Attorneys at Tiffany & Bosco, P.A., in Phoenix, represent the Ad
Hoc Note Holders' Committee as counsel.

Cavan Management Services, LLC, the Manager of Granite Dells,
filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 12-20222) on
Sept. 11, 2012.

Cindy Lee Greene, Esq., at Carmichael & Powell, P.C., in Phoenix,
represents Cavan Management as counsel.

The two cases are being jointly administered.




CHARLES MICHAEL LUCAS: Case Venue Transferred to W.D. Texas
-----------------------------------------------------------
Bankruptcy Judge Marvin Isgur in Houston granted a request to
transfer the venue of Charles Michael Lucas' Chapter 11 case to
the Bankruptcy Court for the Western District of Texas, saying
that the central controversy in the case will concern litigation
centered in the Western District of Texas, with principal
witnesses located in the Western District.  Mr. Lucas' creditors,
James Jolly Clark and Etonic Creations, Inc., filed the Motion to
Transfer Venue.

Mr. Clark is the creator and chairman of the board of Etonic.  The
Creditors and Mr. Lucas entered into a contract under which Mr.
Lucas would invest in Etonic.  The Creditors allege that Mr. Lucas
breached the parties' contract; while Mr. Lucas asserts that the
parties were released from their obligations under the original
agreement, and subsequently executed a new agreement.

There are two lawsuits pending in the Travis County District Court
related to the Creditors' claims against Mr. Lucas.  The first
suit -- Original Suit -- is Cause No. D-1-GN-10-001068; James
Jolly Clark and Etonic Creations, Inc. vs. C. Michael Lucas.  The
second suit -- Bill of Review -- is Cause No. D-1-GN-10-003144; C.
Michael Lucas v. James Jolly Clark and Etonic Creations, Inc.

In the Original Suit, the Creditors asserted claims against Mr.
Lucas for breach of contract, aiding and abetting the violation of
fiduciary duties, misappropriation of trade secrets, unjust
enrichment, and conversion.  Included in the body of the original
petition were requests for admission including Request for
Admission, which stated: "As a proximate result of your breaching
the contract made the basis of this suit, the Plaintiffs have
suffered consequential damages in an amount not less than ten
million dollars."  Mr. Lucas did not answer the petition and did
not respond to the requests for admissions.

On June 23, 2010, the state court entered a default judgment and
awarded the Creditors $10,000,000 in damages.

Mr. Lucas filed a notice of appeal.

While the appeal of the Original Suit was pending, Mr. Lucas filed
the Bill of Review asking that the judgment in the Original Suit
be set aside on the grounds that he was not served with process.
The Bill of Review was stayed pending the outcome of the appeal of
the Original Suit.  The court of appeals entered an order
reversing the default judgment in part.  The court held that the
deemed admission was insufficient evidence to support a
$10,000,000 judgment in unliquidated damages, and remanded the
case to the trial court for further proceedings regarding the
alleged lost profits.

Prior to the final resolution of the Original Suit or the Bill of
Review, Mr. Lucas filed a voluntary Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33600) on May 10, 2012.  Multiple parties
sought transfer of the bankruptcy case to the United States
Bankruptcy Court for the Western District of Texas.

Mr. Lucas' homestead is located in Harris County, and he has been
a resident of Houston since 1957.  Mr. Lucas' business and
personal books and records and his accountants are located in
Harris County.  As part of Mr. Lucas' reorganization, he plans to
consolidate his business interests to form a single partnership.
He is attempting to liquidate his assets in Austin, and all of his
new business ventures are centered here in Houston.

Mr. Lucas' largest real estate holding is the Lakeshore property
located in Austin and financed by First State Bank, a party that
joined the Motion to Transfer Venue.  The Creditors assert that by
dollar amount, 88.88% of creditors are located in the Western
District and 1.76% are located in the Southern District.  Mr.
Lucas concedes that these allegations are accurate.

The Creditors further assert that 57.94% of Mr. Lucas' assets are
located in the Western District, and 39.83% are located in the
Southern District.  Mr. Lucas disputes the asset allocation
between the two districts asserting that it fails to include
assets owned in entities.  Regardless of the objection to the
Creditors' asset characterization, Mr. Lucas concedes that on the
question of venue, Austin and Houston are very close contenders,
but because Mr. Lucas resides in Houston, and properly brought the
case here, the case should remain in Houston.

The Bankruptcy Court has asked Mr. Lucas whether he would agree to
lifting the automatic stay so the Original Suit and Bill of Review
could proceed in state court if the bankruptcy case was not
transferred.  Mr. Lucas is unwilling to consent to the lifting of
the stay until after the Bankruptcy Court considers a motion for
partial summary judgment regarding damages on Etonic's lost profit
claim.  Further Mr. Lucas asserted that the case should go to
mediation before venue is transferred or the stay is lifted.

The Creditors, however, asserted that they would not agree to
mediation prior to lifting of the stay, and did not think it fair
for the Bankrutpcy Court to consider a motion for partial summary
judgment on the Creditors' lost profits claim since it is
currently pending in state court.

According to Judge Isgur, in analyzing the main bankruptcy case
and Etonic's claim separately, the Court reaches opposite
conclusions.  If the focus of Mr. Lucas' bankruptcy case is the
plan of reorganization, then the case should not be transferred.
If the focus is on the allowance of the Creditors' claim then
venue transfer is appropriate.

"The Court has no doubt that the allowance or disallowance of
Movants' claim and the determination of the amount of such a claim
will greatly impact Mr. Lucas' reorganization.  The Movants'
potentially have a $10,000,000 claim in Mr. Lucas' bankruptcy
case, which is substantially larger than the claim of any other
creditor," Judge Isgur said.  "Based on the evidentiary record,
the Court concludes that the Etonic dispute will be the focus of
Mr. Lucas' bankruptcy. Moreover, without even considering Movants'
claim, the Western District still has the largest concentration of
Mr. Lucas' assets and creditors by a sizeable margin."

According to Judge Isgur, Mr. Lucas' choice of venue does not
serve as an independent factor tipping the scale in his favor.
"Rather Mr. Lucas' choice of venue requires Movants to show good
cause why the case should be transferred to the Western District
and in examining the factors in their totality, Movants have met
their burden.  It is therefore in the interest of justice and
convenience to the parties to transfer venue to the Western
District."

A copy of Judge Isgur's Oct. 19, 2012 Memorandum Opinion is
available at http://is.gd/qybiBJfrom Leagle.com.


CHRIST HOSPITAL: Judge Denies Bid to Probe of Hospital Sale
-----------------------------------------------------------
Martin Bricketto at Bankruptcy Law360 reports that a bankruptcy
judge has denied a U.S. trustee's motion for a probe of
allegations that an unsuccessful bidder for Christ Hospital in
Jersey City, N.J., tried a "power play" on an attorney for the
estate to skew an auction for the hospital in its favor.

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County.  The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer.  Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel.  Alvarez & Marsal North America LLC serves as financial
advisor.  Logan & Company Inc. serves as the Debtor's claim and
noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.


CIRCUS AND ELDORADO: Seeks Approval of Noteholders Settlement
-------------------------------------------------------------
Circus and Eldorado Joint Venture, et al., ask the U.S. Bankruptcy
Court for the District of Nevada to approve an agreement with
Black Diamond Capital Management and noteholders trustee Bank of
New York Mellon, and Capital Research and Management Company.

"If approved, the settlement will resolve all pending litigation
and permit the Debtors to seek confirmation of their proposed plan
of reorganization using the "Consensual Treatment" alternative for
the Mortgage Note Claims with the full support of the Noteholder
Constituents, which will create a clear path for the Debtors'
expeditious exit from bankruptcy," the Debtors said in papers
filed with the Court.

Under the proposed settlement agreement, each Noteholder
Constituent has agreed to drop its objections and instead support
the prompt confirmation and consummation of the Plan on a
consensual basis.  In addition, Black Diamond has withdrawn its
vote to reject the Plan.

The principal terms of the proposed settlement are:

  -- Black Diamond will withdraw its previous votes to reject the
     Plan;

  -- Black Diamond and Cap Re will withdraw with prejudice their
     requests to terminate the Debtors' plan exclusivity;

  -- The confirmation hearing on the Plan will be bifurcated as
     follows: the confirmation hearing will commence on Oct. 22
     and 23 and, to the extent necessary, continue in November or
     December 2012;

  -- At the initial confirmation hearing, the Debtors will only
     seek confirmation of the Consensual Plan, and the Noteholder
     Constituents will use their reasonable best efforts to
     support and facilitate the confirmation and implementation of
     the Consensual Plan and refrain from objecting to or opposing
     the Consensual Plan;

  -- If the Debtors obtain confirmation of the Consensual Plan at
     the Initial Confirmation Hearing, the Debtors will use their
     best efforts to have the Consensual Plans become effective on
     or before Nov. 30, 2012;

  -- If the Consensual Plan does not become effective on or before
     Nov. 30, 2012, the Debtors will be entitled to utilize the
     Continued Confirmation Hearing to seek confirmation of the
     Plan under the "Cram-Down Treatment" for the Mortgage Notes
     and, in such event, the rights of each Party are expressly
     reserved, including the right of the Noteholder Constituents
     to object to the Cram-Down Plan;

  -- On or before the Effective Date of the Consensual Plan, Black
     Diamond will pay to the Debtors the sum of $325,000,
     representing payment of certain legal fees and expenses; and

  -- In the event any Party other than the Debtors breaches the
     Stipulation, the Debtors may: (a) terminate the Stipulation;
     (b) submit proposed findings of fact and conclusions of law
     and a proposed order on the Designation Motion; and/or (c)
     terminate all efforts to confirm the Consensual Plan and
     instead pursue confirmation of and consummation of the Cram-
     Down Plan.

                     About Circus and Eldorado

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

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

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

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

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

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

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

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

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

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

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

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


CIRCUS AND ELDORADO: Seeks OK for Joint Venture Letter Agreement
----------------------------------------------------------------
BankruptcyData.com reports that Circus and Eldorado Joint Venture
filed with the U.S. Bankruptcy Court a motion for approval of its
entry into and performance under Wells Fargo letter agreements in
connection with proposed new first lien credit agreement.

The Debtors entered into a stipulation with Black Diamond Capital
Management, The Bank of New York Mellon Trust Company and Capital
Research and Management Company that embodies a global resolution
of the principal issues in dispute in the Debtors' case. The
Debtors assert that they will seek confirmation of the Plan on
October 22, 2012 under the "consensual treatment" alternative for
the mortgage note claims.

Integral to the Plan is the requirement that the Debtors obtain
exit financing, including a new first lien term loan facility in
the amount of $70 million which will fund a substantial portion of
the Class 3 consensual cash distribution to be paid to holders of
the mortgage note claims on the effective date. The Debtors
reached an agreement with Wells Fargo to act as arranger,
underwriter and administrative agent under the new first lien
facility under which Wells Fargo committed to provide the Debtors
with 100% of the $70 million principal amount of the new first
lien term loan.

The Debtors assert, "It is critical that the Debtors obtain
approval of the Letter Agreements on an expedited basis at the
confirmation hearing because (i) as discussed above, the New First
Lien Facility is a necessary component of the Consensual Plan, and
(ii) the approval of the Letter Agreements in conjunction with
confirmation of the Consensual Plan likely will substantially
shorten the amount of time that will be necessary after the
confirmation hearing to close on the New First Lien Facility,
thereby allowing the Debtors to reach the Effective Date and
emerge from chapter 11 as quickly as possible."

                      About Circus and Eldorado

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

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

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

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

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

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

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

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

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

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

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

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


CONFIE SEGUROS: Moody's Assigns 'B3' CFR/PDR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family
rating and a B3 probability of default rating to Confie Seguros
Holding II Co.  The rating agency also assigned ratings to the
credit facilities to be issued in connection with the company's
proposed recapitalization. The recapitalization is being
undertaken by private equity firm ABRY Partners along with Confie
Seguros management and employees. The transaction is expected to
close in November, subject to customary closing conditions. The
rating outlook for Confie Seguros is stable.

Ratings Rationale

The ratings of Confie Seguros reflect its position as a leading
broker of non-standard auto insurance to the Hispanic community
and by its steady growth in revenues and EBITDA. With over 300
stores located primarily in California, as well as some in the
south and northeast, the company can effectively negotiate
contracts with various insurance carriers on behalf of its
customers. These strengths are tempered by the increase in
financial leverage and decrease in interest coverage associated
with the proposed recapitalization. Additionally, Moody's expects
that Confie Seguros will continue to pursue a combination of
organic growth and acquisitions, the latter giving rise to
integration and contingent risks.

"The ratings of Confie Seguros reflect its strong market presence
in the Hispanic community and its record of growth," said Bruce
Ballentine, Moody's lead analyst for Confie Seguros. "While
financial leverage will be elevated following the
recapitalization, we expect the credit metrics to improve in the
year ahead."

The proposed financing arrangement includes a $75 million first-
lien revolving credit facility (rated B2, expected to be undrawn
at closing), a $252 million first-lien term loan (rated B2) and a
$110 million second-lien term loan (rated Caa2), all to be issued
by Confie Seguros. Additional funding will include common and
perpetual preferred equity to be issued by an indirect holding
company of Confie Seguros. Net proceeds will be used to repay
existing debt, purchase the existing equity (including all equity
held by existing sponsor Genstar Capital) and pay related fees and
expenses.

Based on Moody's estimates, Confie Seguros' adjusted debt-to-
EBITDA ratio will be in the range of 7.0x-7.5x following the
recapitalization. The rating agency views such leverage as
aggressive for the rating category and expects it to drop below
7.0x over the next 12-18 months.

Factors that could lead to an upgrade of Confie Seguros' ratings
include: (i) adjusted (EBITDA - capex) coverage of interest
exceeding 2x, (ii) adjusted free-cash-flow-to-debt ratio exceeding
5%, and (iii) adjusted debt-to-EBITDA ratio below 5.5x.

Factors that could lead to a rating downgrade include: (i)
adjusted (EBITDA - capex) coverage of interest below 1.2x, (ii)
adjusted free-cash-flow-to-debt ratio below 2%, or (iii) adjusted
debt-to-EBITDA ratio above 8x.

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

  Corporate family rating B3;

  Probability of default rating B3;

  $75 million first-lien revolving credit facility B2 (LGD3, 34%);

  $252 million first-lien term loan B2 (LGD3, 34%);

  $110 million second-lien term loan Caa2 (LGD5, 85%).

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

Based in Buena Park, California, Confie Seguros is a leading US
personal lines insurance broker primarily serving the Hispanic
population.


CSG SYSTEMS: Moody's Affirms 'Ba1' CFR; Rates Senior Debt 'Ba1'
---------------------------------------------------------------
Moody's Investors Service rated CSG Systems International Inc.'s
$250 million new Senior Secured Credit Facilities due 2017 at Ba1
and affirmed CSG's Corporate Family Rating (CFR) and Probability
of Default Rating (PDR) at Ba3 and the SGL-1 Speculative Grade
Liquidity rating. The ratings outlook is stable.

Proceeds of the new Senior Secured Credit Facilities and cash will
refinance the existing Senior Secured Term Loan due September
2015. This will extend the average maturity of CSG's funded debt
by approximately two years.

Ratings Rationale

CSG is relatively modest in scale for the Ba3 category although
revenues are generally predictable because of the contracts and a
high renewal rate. CSG is the leader in cable and direct broadcast
satellite (DBS) customer management and billing in North America,
ahead of Amdocs in cable and satellite though CSG trails in the
telecom billing segment. Moody's believes that free cash flow
(FCF) (cash flow from operations less capital expenditures and
dividends) will be lower than the historical average as profit
margins are likely to be under some pressure. Financial leverage
is low compared to others at the Ba3 rating category as Moody's
expects debt to EBITDA not to exceed 2.5x. The ratings reflect
considerable concentration among clients, (about 40% of revenues
from three customers) and little geographic diversity (about 85%
of revenues from the Americas). The industry has limited growth
prospects and there is ongoing pressure on pricing as contracts
are renewed, so CSG is likely to look to acquisitions or
international expansion for growth.

The stable outlook reflects Moody's expectation that CSG will
produce low single-digit revenue growth as rate declines on
contract renewals are offset over time by add-on revenues as the
customers purchase additional features. Contract renewals and the
slow economy are likely to pressure margins such that debt to
EBITDA (Moody's standard adjustments) may increase in the near
term. Nevertheless, Moody's expects that leverage will improve
over time such that debt to EBITDA (Moody's standard adjustments)
will remain below 2.5x over the intermediate term through a
combination of debt repayment and EBITDA growth.

The rating could be upgraded following organic revenue growth in
the mid-single digits and evidence of market share gains. Moody's
would also expect that CSG has made progress in its efforts to
build scale and to diversify end markets served and customer
concentration, and that CSG has favorably renegotiated the
contracts with Time Warner and Comcast. Moody's would expect these
developments to translate into sustained improvements in
profitability and free cash flow (FCF) such that the rating agency
expects EBITDA margins to stabilize in the mid to upper 20s
percent and maintain financial leverage metrics consistent with
other companies at the higher rating level. With these
improvements, Moody's would further expect that CSG would strike a
balance between shareholder-friendly actions and the need to limit
leverage and maintain liquidity.

The rating could be downgraded if CSG were to experience a
significant client defection, such that revenues decline in
absolute terms. The rating could also be downgraded if
profitability and FCF were to decline, with the operating margin
(Moody's standard adjustments) approaching the single digits or
FCF to debt (Moody's standard adjustments) of 10% for an extended
period of time.

CSG, based in Englewood, Colorado, is a leader in billing and
customer management solutions for North American cable television,
satellite, telecommunications, and internet services providers.

Rating assigned:

  Senior Secured Revolver due 2017: Ba1 (LGD2, 21%)

  Senior Secured Term Loan due 2017: Ba1 (LGD2, 21%)

The following ratings were affirmed:

  CFR: Ba3

  PDR: Ba3

  Speculative Grade Liquidity rating at SGL-1

Outlook: stable.

The principal methodology used in rating CSG was the Global
Business and Consumer Service Industry Rating Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative Grade Issuers in the US, Canada, and
EMEA, published in June 2009.


DAVID G. ROOT: Court Denies Confirmation of Amended Plan
--------------------------------------------------------
Bankruptcy Judge Terry L. Myers denied confirmation of David and
Helen Root's Amended Chapter 11 Plan of Reorganization, saying the
Roots fail to establish their Plan satisfies the confirmation
requirements of 11 U.S.C. Sec. 1129(a) and (b).

David and Helen Root filed a voluntary Chapter 11 petition (Bankr.
D. Idaho Case No. 09-00645) on March 18, 2009.  The petition noted
the existence of a pending related case, In re Roots Rents Inc.,
Case No. 08-01956-TLM.  The Debtors are the principals of Roots
Rents, an entity that rents and sells a variety of equipment and
supplies.  The Debtors' need for reorganization stems largely from
obligations related to the business including personal guarantees
and cross-collateralized debts.

The 2008 Roots Rents case was dismissed on Oct. 29, 2009, based on
a failure to comply with Code requirements governing filing and
confirmation of a plan by a "small business debtor."

On Nov. 5, 2009, Roots Rents filed another chapter 11 case, No.
09-03444-TLM.  A plan was eventually confirmed in the second
chapter 11 case in January 2011.

The Debtors and the United States Trustee ultimately agreed the
Debtors would file a proposed plan by August 2011.  That deadline
was then extended several times on the Debtors' unopposed requests
that were premised mostly on ongoing discussions to resolve
differences with a primary creditor, Zions First National Bank.

The Plan was filed on Oct. 14, 2011.  Following litigation under
11 U.S.C. Sec. 1125, the Debtors' disclosure statement was
approved in January 2012, and the Plan was scheduled for a
confirmation hearing on March 19, 2012.

Zions objected to confirmation of the Plan and submitted a ballot
rejecting the Plan.  The Debtor filed a summary and analysis of
all creditor ballots as required under LBR 3018.1.  However, the
Debtor failed to file the pre-confirmation report and analysis of
the requirements of confirmation as required by LBR 3020.1.

A copy of the Court's Oct. 19, 2012 Memorandum of Decision is
available at http://is.gd/UlcHWHfrom Leagle.com.


DEWEY & LEBOEUF: Ad Hoc Partners Appeal From Settlement Approval
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Dewey & LeBoeuf LLP ad hoc committee of former
partners filed an appeal Oct. 22 from the approval given by the
bankruptcy judge on Oct. 9 for a $71.5 million settlement with
about 440 former partners.  The official partners' committee
previously filed an appeal from the settlement which shields
partners from most suits in return for contribution to the
settlement fund.

                       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.


DIGITAL DOMAIN: Ryan & Maniskas Files Class Action Lawsuit
----------------------------------------------------------
Ryan & Maniskas, LLP discloses that a class action lawsuit has
been filed in the United States District Court for the Southern
District of Florida against Digital Domain Media Group, Inc. on
behalf of investors who purchased or otherwise acquired the common
stock of the Company during the period from Nov. 18, 2011 through
Sept. 6, 2012, including purchases of Digital Domain's common
stock in or traceable to the Company's Nov. 18, 2011 initial
public offering,.  The complaint brings forth claims for
violations of the federal securities laws.

For more information regarding this class action suit, please
contact Ryan & Maniskas, LLP (Richard A. Maniskas, Esquire) toll-
free at (877) 316-3218 or by email at rmaniskas@rmclasslaw.com or
visit: www.rmclasslaw.com/cases/ddmgq

Digital Domain, which is based in Port St. Lucie, Florida, offers
digital production services to the motion picture and television
industries.  The complaint alleges that Digital Domain was forced
to file for bankruptcy in September 2012, less than 10 months
after its IPO, and the Company misled investors in documents filed
with the SEC as part of the Offering and in other statements made
throughout the Class Period.

Specifically, the complaint alleges that, among other things,
Digital Domain misled the public about the Company's ability to
raise capital and fund its operations, falsely reassuring
investors about the Company's ability to meet operating expenses
while it "burned" cash at a rate that threatened its viability.

In fact, according to a Sept. 18, 2012 article in the Palm Beach
Post, Digital Domain had difficulties meeting payroll as far back
as 2010.  According to the same article, then-Chairman and CEO
John C. Textor "himself predicted a 'train wreck' in an email to
an investor in early 2010."

The truth of the Company's financial situation was revealed in a
series of disclosures beginning with an Aug. 1, 2012 press release
stating that Digital Domain would explore "a broad range of
strategic and financial alternatives" and culminating with its
filing for Chapter 11 bankruptcy protection.  As a result of these
disclosures, the value of the Company's stock has declined
significantly, damaging investors.

If you are a member of the class, you may, no later than Nov. 19,
2012, request that the Court appoint you as lead plaintiff of the
class.  A lead plaintiff is a representative party that acts on
behalf of other class members in directing the litigation.  In
order to be appointed lead plaintiff, the Court must determine
that the class member's claim is typical of the claims of other
class members, and that the class member will adequately represent
the class.  Under certain circumstances, one or more class members
may together serve as "lead plaintiff." Your ability to share in
any recovery is not, however, affected by the decision whether or
not to serve as a lead plaintiff.  You may retain Ryan & Maniskas,
LLP or other counsel of your choice, to serve as your counsel in
this action.

Ryan & Maniskas, LLP is a national shareholder litigation firm.
Ryan & Maniskas, LLP is devoted to protecting the interests of
individual and institutional investors in shareholder actions in
state and federal courts nationwide.

                        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.


DISH NETWORK: Suit Deal to Have Neutral Impact on Fitch Ratings
---------------------------------------------------------------
The agreement entered into by subsidiaries of DISH Network
Corporation (DISH), Cablevision Systems Corporation (CVC), and AMC
Networks, Inc. to settle a lawsuit concerning a wrongful
termination of an affiliation agreement entered into by the
parties will have a neutral impact on the companies' respective
ratings, according to Fitch Ratings.

DISH has agreed to pay a cash settlement totaling $700 million to
CVC and AMC Networks, Inc., of which $80 million will be used to
purchase CVC's multichannel video and data distribution service
(MVDDS) licenses in 45 metropolitan areas in the U.S.  DISH will
also deliver its 20% membership interest in VOOM HD Holdings LLC
to a subsidiary of AMC Networks, Inc.

Also as a result of the settlement, DISH and AMC Networks, Inc.
have entered into a new long-term distribution agreement to carry
AMC, IFC, Sundance Channel, and WEtv.  And DISH has also agreed
with The Madison Square Garden Company to carry Fuse on its
network.

Our issuer default rating (IDR) for DISH is 'BB-' with a Negative
Rating Outlook while CVC's IDR is 'BB-' with a Stable Rating
Outlook.

Fitch says "We believe that DISH has sufficient liquidity and
financial flexibility to satisfy the terms of the settlement
without materially weakening the company's credit profile.  We
estimate that DISH has approximately $5.8 billion of total
liquidity available on a pro forma basis (as of June 30, 2012)
consisting of approximately $3.6 billion of cash (adjusted for the
$1.0 billion issuance in July 2012) and $2.2 billion of short-term
investments.  The company also benefits from a favorable maturity
schedule as the next scheduled maturity is in 2013 totaling $500
million."

"DISH's Negative Rating Outlook encompasses the capital and
execution risks associated with DISH's wireless strategy.  While
DISH has yet to fully articulate its wireless strategy, the
company has committed over $3.5 billion of capital to acquire
wireless spectrum.  We believe the incremental capital and
operating costs associated with a potential wireless network build
out will diminish DISH's ability to generate free cash flow, erode
operating margins resulting in a weaker credit profile, and
pressuring the ratings.  We believe the business risk inherent in
launching a wireless business limits the flexibility the company
has to increase leverage at the current ratings to accommodate the
incremental capital costs and EBITDA erosion associated with the
launch of a wireless network.  Construction of a stand-alone
wireless network would have additional negative rating
implications.

"The settlement is a positive event for CVC and will serve to
boost the company's overall liquidity position.  We anticipate
that proceeds from the settlement agreement will be distributed to
subsidiaries of CVC and AMC Networks, Inc. in accordance with the
agreements entered into between the two companies calling for an
equal share of the proceeds," says Fitch.


EXMOR CORPORATION: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Exmor Corporation
        271 East 1 Avenue
        Hialeah, FL 33010

Bankruptcy Case No.: 12-34991

Chapter 11 Petition Date: October 18, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Julie E Hough, Esq.
                  BRINKLEY MORGAN
                  200 E. Las Olas Blvd., 19th Floor
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 522-2200
                  Fax: (954) 522-9123
                  E-mail: julie.hough@brinkleymorgan.com

Scheduled Assets: $648,738

Scheduled Liabilities: $2,095,984

A copy of the Company's list of its four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/flsb12-34991.pdf

The petition was signed by Odelaine Santa Cruz, president.


DRESDNER FINANCIAL: SEC Charges Trio in $5.77MM Investment Scheme
-----------------------------------------------------------------
The Securities and Exchange Commission on Oct. 18 charged a
purported money manager and two of his chief marketers with
defrauding investors in a fake company he created that bore a
similar name to what was formerly one of Germany's largest banks.

The SEC alleges that Geoffrey H. Lunn of Sheridan, Colo., operated
the $5.77 million investment scheme with assistance from Darlene
A. Bishop of Odessa, Texas, and Vincent G. Curry of Las Vegas.
Lunn portrayed himself as the vice president of Dresdner
Financial, a firm whose executives he claimed had connections to
Dresdner Bank and was purportedly planning to purchase several
other banks to expand its operations. Lunn, Bishop, and Curry
solicited investors throughout the U.S. and in several foreign
countries for their ".44 Magnum Leveraged Financing Program" that
they promised could turn an investment of just $44,000 into $2
million within 10 to 12 banking days. However, Dresdner Financial
was not a real company and investor money was not used for any
investment purpose. Lunn withdrew the money in cash and Western
Union transfers, paid hundreds of thousands of dollars to Bishop
and Curry, and gave nearly a million dollars to three Las Vegas
call girls.

"Lunn, Bishop, and Curry created an aura of credibility by
inventing a fictitious firm with a name similar to a legitimate
company," said Robert J. Burson, Associate Regional Director of
the SEC's Chicago Regional Office. "But their 100 percent
guaranteed investment program and the astronomical returns they
promised were nothing more than an elaborate hoax."

According to the SEC's complaint filed in federal court in Denver,
the scheme occurred between February 2010 and February 2011, and
the securities offered were never registered with the SEC as
required under the federal securities laws. Lunn, Bishop, and
Curry told investors that Dresdner offered 100 percent guaranteed
rates of return through a process involving the lease and
monetization of bank instruments. Curry and Bishop marketed the
program directly to potential investors through phone calls, e-
mails, and other communications. Lunn held conference calls with
marketers and investors to explain the workings of the program.

According to the SEC's complaint, Lunn admitted in sworn testimony
during the SEC's investigation that, "It was a con, basically."
Lunn admitted that he did not lease any bank instruments, obtain
any insurance wraps, monetize any bank instruments, or place any
money into trading platforms as represented to investors. Nor did
he return the money to investors. When Lunn, Bishop, and Curry
were unable to repay investors after the promised 10 to 12 days,
they perpetuated the scheme by repeatedly postponing the payout
dates and claiming the delays were due to holds placed by banks or
the government.

The SEC alleges that Lunn did not invest any investor funds as
promised and instead began making cash withdrawals after the very
first investor deposit. In October 2010, Lunn began making
payments to three women he met in Las Vegas whom he described as
"call girls." Lunn testified that he gave at least $848,500 to the
three women so that they could have "a better type of life." In
November 2010, Lunn used investor money to make a $1 million
Ponzi-like payment to a favored investor who he thought "was a
deserving person." Lunn paid $1.3 million to marketers of the
scheme, including more than $650,000 to Bishop and Curry. Lunn
used the remaining investor funds to pay for his personal and
business expenses.

According to the SEC's complaint, Lunn also testified to SEC
investigators that it was a "one-eyed man" using the alias "Robert
Perello" who actually created Dresdner and the Magnum program.
Lunn testified that Perello told him that he named the program
accordingly because "when people found out they'd been ripped off,
they would buy a .44 Magnum and shoot themselves in the head."
Lunn claimed that Perello threatened to kill him and his family if
he did not cooperate in the Dresdner scheme, and that he gave the
cash he withdrew from investor funds and the Western Union
transfers to Perello. Lunn is the only person who claims to have
met Perello in person, saying he does not know Perello's true
identify or current whereabouts and that his only distinguishing
characteristic is that he has just one eye. Despite Lunn's
assertions, no individual resembling Perello has been identified
or located.

The SEC's complaint alleges that Lunn, Bishop and Curry violated
the registration provisions of Sections 5(a) and 5(c) of the
Securities Act of 1933, the antifraud provisions of Section 17(a)
of the Securities Act, Section 10(b) of the Securities Exchange
Act of 1934 and Rule 10b-5 thereunder, and the broker registration
provisions of Section 15(a) of the Exchange Act. The complaint
seeks permanent injunctions, disgorgement of ill-gotten gains with
prejudgment interest, and financial penalties.

The SEC's investigation was conducted by Jedediah B. Forkner and
Anne C. McKinley in the SEC's Chicago Regional Office. Gregory
vonSchaumburg will lead the SEC's litigation.


FIELD FAMILY: Can Employ Dilworth Paxson as Counsel
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Field Family Associates, LLC, to employ Dilworth Paxson
LLP as counsel for the Debtor, nunc pro tunc to Sept. 12, 2012.

As reported in the TCR on Sept. 28, 2012, Dilworth will render
these professional services:

  a. providing the Debtor with legal services with respect to its
     powers and duties as a debtor-in-possession;

  b. preparing on behalf of the Debtor or assisting the Debtor in
     preparing all necessary pleadings, motions, applications,
     complaints, answers, responses, orders, United States Trustee
     reports, and other legal papers;

  c. representing the Debtor in any matter involving contests with
     secured or unsecured creditors, including the claims
     reconciliation process;

  d. assisting the Debtor in providing legal services required to
     prepare, negotiate and implement a plan of reorganization;
     and

  e. performing all other legal services for the Debtor which may
     be necessary, other than those requiring specialized
     expertise for which special counsel, if necessary, may be
     employed.

The Debtor proposes to pay Dilworth at its customary hourly rates.

                        About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The United States Trustee organized the Official Committee of
Unsecured Creditors of the Debtor on Oct. 9, 2012.


FIELD FAMILY: D&C Hospitality Hired as Real Estate Broker
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Field Family Associates, LLC, to employ D&C Hospitality
Investments LLC d/b/a HREC Investment Advisors as its real estate
broker, nunc pro tunc to Sept. 12, 2012.

As reported in the TCR on Oct. 8, 2012, prior to the Petition
Date, the Debtor has been engaged in the process of marketing the
Hotel for sale, for a price in excess of its debt.  As of May 16,
2012, HREC has been acting as FFA's agent/broker for purposes of
selling the Hotel.

HREC has agreed to accept a 1.35% commission based on the sale
price in exchange for its real estate broker services.  HREC will
also require reimbursement of out of pocket costs and expenses
incurred in marketing the Hotel, which amount will not exceed
$15,000.

                        About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The United States Trustee organized the Official Committee of
Unsecured Creditors of the Debtor on Oct. 9, 2012.


FIELD FAMILY: U.S. Trustee Appoints 3-Member Creditors Committee
----------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three entities to the Committee of Unsecured Creditors in
connection with the Chapter 11 case of Field Family Associates,
LLC.

The Creditors Committee members are:

      1. Jetway Security & Investigations
         JFK International Airport, Building 76, Suite 7
         Jamaica, NY 11430
         Attn: Beau Baer
               Director, Business Operations & Development
         Tel: (718) 244-0523
         Fax: (718) 244-0247
         E-mail: beau@jetwayllc.com

      2. Ollie Cherniahivsky & Associates
         1022 Spruce Street
         Philadelphia, PA 19107
         Attn: Ollie Cherniahivsky
         Tel: (215) 925-9132
         E-mail: ocharch@verizon.net

      3. T & L Cleaning, Inc.
         22 Hillvale Road
         Syosset, NY 11791
         Attn: Tania Pinto
         Tel: (516) 414-4944
         E-mail: taniapinto@tlcleaningservices.com

                        About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.


FIELD FAMILY: Committee Retaining Hangley Aronchick as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Field Family
Associates, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania for authorization to retain Hangley
Aronchick Segal Pudline & Schiller as counsel for the Committee.

HASPS will advise the Committee with respect to its duties and
responsibilities under the Bankruptcy Code including, without
limitation, the investigation of the assets of and claims against
the Debtor, the merits of any proposed transaction involving
property of the estate and the formulation and evaluation of any
plan of reorganization proposed or to be proposed in the case.

To the best of the Committee's knowledge, HASPS, its shareholders
and associates do not have any connection with or interest adverse
to the Debtor, its creditors, any other party in interest, or the
office of the United States Trustee, or, its respective attorneys.

The Committee, subject to provisions of the Bankruptcy Code, the
Federal Rules of Bankruptcy Procedure and the local rules and
orders of the Bankruptcy Court, proposes to pay HASPS its
customary hourly rates in effect from time to time.

                        About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The United States Trustee organized the Official Committee of
Unsecured Creditors of the Debtor on Oct. 9, 2012.


FIRST STAR: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: First Star Properties, LLC
        89 Broad St, 2nd Floor
        Keyport, NJ 07735-1242

Bankruptcy Case No.: 12-35329

Chapter 11 Petition Date: October 18, 2012

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Marc C. Capone, Esq.
                  CAPONE AND KEEFE, PC
                  60 Highway 71, Unit 2
                  Spring Lake Heights, NJ 07762
                  Tel: (732) 528-1166
                  E-mail: mcapone@caponeandkeefe.com

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

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

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

The petition was signed by Nathaniel C. Chadwick, president.


FULLER BRUSH: Two Buyers Take Biz for Combined $17 Million
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Fuller Brush Co. business is being sold to two
buyers for a combined $17 million:

     -- Innovative Livestock Services Inc. purchased the
        non-consumer business for $12 million cash.

     -- Secured lender Victory Park Capital Advisors LLC is
        exchanging $5 million in secured debt for the consumer
        business.

"We are happy we had a third-party bidder for the non consumer
brands and our understanding is that they will continue to operate
in Great Bend and will save about 180 jobs," Andrew Gold, Esq.,
attorney for Fuller from Herrick Feinstein LLP said in an
interview, according to Bloomberg.

The report relates that there was an auction last week and a
hearing leading the bankruptcy judge in Manhattan to sign an order
on Oct. 19 approving the sales.

Innovative Livestock is located in Great Bend, Kansas, where
Fuller is also based.  Great Bend has feed yards and farms capable
of feeding 135,000 head of cattle, according to the company Web
site.  The report notes, were there no third-party bidder, Victory
Park would have purchased the non-consumer business in exchange
for $13 million in secured debt.

                      About The Fuller Brush

The Fuller Brush Company -- http://www.fuller.com/-- sells
branded and private label products for personal care, commercial
and household cleaning and has a current catalog of 2,000 cleaning
products.  Some of Fuller's retail partners include Home Trends,
Bi-Mart, Byerly's, Lunds, Home Depot, Do-It-Best, Primetime
Solutions, Vermont Country Store and Starcrest.

Founded in 1906 and based in Great Bend, Kansas, The Fuller Brush
Company, Inc., and its parent, CPAC, Inc., filed for Chapter 11
protection (Bankr. S.D.N.Y. Case Nos. 12-10714 and 12-10715) in
Manhattan on Feb. 21, 2012.  Fuller Brush filed for bankruptcy
five years after the company was taken over by private equity firm
Buckingham Capital Partners.  Fuller, which has 180 employees as
of the Chapter 11 filing, disclosed $22.9 million in assets and
$50.9 million in debt.  Fuller said it will be business as usual
while undergoing Chapter 11 restructuring.  But it said that while
in reorganization, it intends to trim about half of the current
catalog of cleaning products.

Herrick Feinstein LP serves as the Debtors' bankruptcy counsel.

The official committee of unsecured creditors has tapped the law
firm of Kelley Drye & Warren LLP as counsel.

The reorganization is being financed with a $5 million loan from
an affiliate of Victory Park Capital Advisors LLC, the secured
lender owed $22.7 million that plans to buy the business
in exchange for debt.


GLACIER PARK LODGE: In Receivership; No Plans to Reopen
-------------------------------------------------------
Tamara Gignac at the Calgary Herald reports Glacier Park Lodge, an
iconic hotel in Rogers Pass, Canada is in receivership after more
than four decades of sheltering backcountry skiers and stranded
motorists.

Glacier Park Lodge continued to operate on a month-to-month basis
but closed its doors Sept. 30 after struggling to address
"compliance issues" with Parks Canada, according to Calgary
Herald.  The report relates that there are no immediate plans to
reopen the lodge, a popular destination for backcountry skiers and
the only hotel in Rogers Pass.

"Parks Canada will consider future options for the property. At
this time, we can't speculate on what the future holds,"
spokeswoman Marnie DiGiandomenico wrote in an e-mail obtained by
the news agency.

The report notes that the future of the property remains unclear ?
a disappointment for local residents who say it's unfortunate to
see the longtime landmark hotel cease operations.


GLOBAL AVIATION: Plan Set for Nov. 28 Confirmation
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Global Aviation Holdings Inc. can now
vote on the reorganization plan for the parent of World Airways
Inc. and North American Airlines Inc.

According to the report the U.S. Bankruptcy Court in Brooklyn, New
York, approved the disclosure statement on Oct. 19.  The hearing
for approval of the plan will take place Nov. 28.  The plan turns
75% ownership over to secured noteholders owed $111.4 million.
Unsecured creditors and second-lien noteholders are to receive
nothing.  In addition to stock, senior secured creditors are
slated to receive a new $40 million, five-year second-lien note
bearing interest at 3% payable with more notes.  The senior
creditors will also receive whatever is left after a new $95
million first-lien loan pays off about $91 million in financing
for the reorganization.  The projected recovery for secured
creditors is 78%, according to the disclosure statement.

The report relates that the plan implements newly negotiated
contracts with pilots, flight attendants and dispatchers designed
to save $100 million during the five-year term of the agreements.

The report notes that in exchange, employees' representatives
receive the remaining 25% of the new stock, plus warrants for
another 15%.  Global used the bankruptcy court to shed 17 of the
31 aircraft in the fleet when the bankruptcy began.  The plan
eliminates $168 million in debt for borrowed money and is
supported by holders of 80% of the first-lien notes and all of the
lenders for the reorganization, according to the disclosure
statement.  The new labor agreement doesn't permit more than $95
million in first-lien debt and $40 million of second-lien debt.
No more than half of cash flow may be paid to creditors, and there
must be a revolving credit of at least $20 million.

                      About Global Aviation

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.


GROUP HEALTH: S&P Affirms 'BB+' Corp. Credit Rating; Outlook Neg
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' ratings on
Group Health Cooperative (GHC). "At the same time, we revised the
outlook to negative from stable," S&P said.

"The negative outlook reflects the downward revision in our 2012
earnings expectations for GHC, which stem primarily from the
company's actual year-to-date operating performance," said
Standard & Poor's credit analyst Jon Reichert. "Through Sept. 30,
2012, GHC had generated EBITDA of about $22 million and EBIT of
roughly $20 million, leading to a return on revenue of 0.8%. In
the comparable prior-year period, the company generated EBITDA of
approximately $26 million and EBIT of about $16 million, producing
an ROR of 0.6%. We now expect full-year 2012 EBITDA of $25
million-$35 million and EBIT of $30 million-$20 million. When we
lowered our ratings on GHC to 'BB+' from 'BBB-' in May 2012, we
established a 2012 expectation for EBITDA of $80 million-$85
million and an ROR of around 0.5%."

"The worse-than-expected results this year are being driven mainly
by GHC's increase in administrative expenses through Sept. 30,
2012, which significantly outpaced its revenue growth. While the
unexpected rise in the cost of the company's external delivery
system has been problematic before, these costs increased only
modestly through the end of September of this year. In an effort
to reduce administrative expenses, GHC is reducing staff--an
initiative it expects to complete by the end of the year. We
expect GHC to take further cost-cutting initiatives in 2013," S&P
said.

"Our ratings on GHC continue to reflect the company's good
competitive position and good level of statutory capitalization.
GHC is the largest HMO in Washington state and is one of its three
leading health care insurers. GHC also has one of the few five-
star ranked Medicare Advantage programs in the country. Although
GHC maintains about a 23% share of the state's insured population,
up from 19% in 2007, we believe management will be challenged in
maintaining its recent market share gains while attempting to
restore higher profitability. As calculated by Standard & Poor's
capital model, GHC's statutory capitalization was redundant at the
'BBB' level at year-end 2011, and we project there will be a
redundancy at the 'BBB' level at year-end 2012," S&P said.

"The negative outlook reflects our concerns regarding GHC's
prospective operating performance," Mr. Reichert continued. "For
2012, we expect EBIT of $30 million-$20 million. In 2013, we
expect the company's corrective actions to help generate an ROR of
around 0.5%. Over the longer term, we expect EBITDA fixed-charge
coverage of at least 2.5x, and for capital to remain redundant at
the 'BBB' level. If any of these expectations are not met, there
will be downward pressure on the ratings."


HALCON RESOURCES: Moody's Rates $700MM Senior Unsecured Notes 'B3'
------------------------------------------------------------------
Moody's assigned a B3 rating to Halcon Resources Corporation's
recently announced $700 million senior unsecured note offering.
The note proceeds will be used to partially fund Halcon's
acquisition of reserves and leases in the Williston Basin in North
Dakota (Acquisition) for an aggregate price of $1.45 billion from
Petro-Hunt, L.L.C. The remainder of the Acquisition will be funded
through the issuance of $750 million of equity to the sellers.
Upon consummation of the Acquisition, Petro-Hunt will own
approximately 22% of Halcon's common shares on a fully diluted
basis. Halcon also announced an agreement by the Canadian Pension
Plan Investment Board (CPPIB) to purchase $300 million of common
stock subject to the closing of the Acquisition.

"The financing of the acquisition of the Petro-Hunt assets with a
combination of debt and equity provides for a slight reduction in
leverage for Halcon," said Stuart Miller, Moody's Vice President
and Senior Credit Officer. "However, as long as leverage remains
elevated, the possibility of an upgrade is remote. Pro forma for
the Petro-Hunt acquisition, debt to average daily production is
expected to be about $60,000 per Boe per day, a level that is
considered extremely weak."

Ratings Rationale

Halcon's B2 Corporate Family Rating (CFR) reflects the company's
early stage of evolution, its seasoned management team, and its
highly leveraged balance sheet. The senior notes are a single
notch below the CFR to reflect their subordination to Halcon's
senior secured borrowing base credit facility. The Acquisition
appears to complement Halcon's existing acreage position in the
Bakken Play. It adds 81,000 net acres (95% operated), 10,500 Boe
per day of production, and 42.4 million Boe of total proved
reserves. On a consolidated basis, the development of Halcon's
resource plays is expected to result in significant levels of
negative free cash flow for the next few years. For this reason,
leverage will likely remain above $50,000 per average daily Boe of
production and debt to proved developed reserves will remain above
$15 per Boe. Both metrics are levels consistent with a Ca rating
level. Moody's also expects overall finding and development (F&D)
costs to remain high, over $20 per Boe, as long as the company
continues to invest in large blocks of leasehold acreage in the
sweet spots of new and emerging resource plays.

After the completion of the acquisition, Halcon should have
adequate liquidity to finance its negative free cash flow through
2013. As of June 30, 2012, and pro-forma for the Acquisition and
the CPPIB equity offering, Halcon will have approximately $350
million of cash on hand and full availability of $850 million
under its credit facility. The credit facility matures in Feb 2017
and has two financial covenants: a minimum interest coverage ratio
of 2.5x and a minimum current ration of 1.0x. Moody's projects
Halcon to have adequate headroom on these two covenants in the
next 12 months. Secondary liquidity is limited since 80% of the
company's reserves are mortgaged as collateral and there is a
negative pledge on the un-mortgaged properties.

Moody's stable outlook reflects the likelihood that reserve and
production growth will slowly bring leverage levels lower. Moody's
would consider an upgrade once average daily production exceeds
30,000 Boe and leverage, as measured by debt to proved developed
reserves and debt to average daily production, approaches $10 and
$40,000 per Boe, respectively. Conversely, the B2 CFR is based on
continued growth in reserves and production. Should reserve and
production growth stall and leverage remain high, a downgrade is
possible.

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

Halcon Resources Corporation is an independent exploration &
production company based in Houston, Texas.


HALCON RESOURCES: S&P Puts 'B-' Corp. Credit Rating on Watch Pos
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' long-term
corporate credit rating on Houston-based Halcon Resources Corp. on
CreditWatch with positive implications. "Upon completion of the
transaction (which we expect in December), we expect to raise the
corporate credit rating on the company to 'B'," S&P said.

"At the same time, we assigned our 'CCC+' issue rating and '6'
recovery rating to the company's proposed $700 million senior
unsecured notes. The '6' recovery rating indicates our expectation
of negligible (0% to 10%) recovery for lenders in the event of a
default. We revised our recovery rating on Halcon's existing
senior unsecured notes to '6' from '5', which resulted in no
change to our 'CCC+' rating. These issue-level ratings reflect the
anticipated capital structure at the closing of the acquisition
and are not on CreditWatch," S&P said.

"The rating action follows the announcement that Halcon plans to
acquire Williston Basin properties from Petro-Hunt LLC and Pillar
Energy LLC in a transaction with a substantial equity funding
component," said Standard & Poor's credit analyst Ben Tsocanos.
"The transaction materially increases the company's reserves and
production in properties contiguous to existing operations and
lowers debt leverage on a pro forma basis."

"At the close of the acquisition, we expect to raise the corporate
credit rating to 'B'. Pro forma the transaction, Halcon will have
approximately 115 million barrels of oil equivalent (mmboe) of
proved reserves and production of approximately 26,500 barrels of
oil equivalent per day (boe/d), which is comparable with peers
with higher ratings. Oil and natural gas liquids account for 79%
of reserves and 49% are characterized as proved-developed, the
lowest-risk category. We view both a high liquids proportion and
high proved-developed percentage relatively favorably, although
proved-undeveloped reserves can provide opportunities for growth.
Historical operating costs (lease operating expense, production
taxes and general and administrative costs) are high at about $26
per boe reflecting the mature nature of a substantial portion of
Halcon's producing assets, which require artificial lift to
produce. We expect costs to improve to below $20 per boe as Halc¢n
adds new production, and that internal reserve replacement will be
adequate as the company develops its extensive acreage holdings,"
S&P said.

"The ratings on the proposed $700 million of unsecured notes that
will be issued to fund a portion of the transaction reflect the
increased borrowing base and our assessment of the company's
corporate credit rating following the acquisition," S&P said.

"We will resolve the CreditWatch upon the closing of the Williston
Basin acquisition. If the transaction is completed through
substantially similar terms to those we currently expect, we will
raise the corporate credit rating to 'B'," S&P said.


HMX ACQUISITION: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: HMX Acquisition Corp.
        125 Park Avenue, 7th Floor
        New York, NY 10017

Bankruptcy Case No.: 12-14300

Affiliates that simultaneously sought Chapter 11 protection:

        Debtor                        Case No.
         ------                       --------
HMX Poland Sp. z o. o.                12-14301
HMX, LLC                              12-14327
Quartet Real Estate, LLC              12-14328
HMX, DTC Co.                          12-14329

Chapter 11 Petition Date: October 19, 2012

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

Judge: Allan L. Gropper

About the Debtors: HMX is a suit maker and has a deal to sell the
                   business to Authentic Brands Group for
                   $70.1 million.

Debtors' Counsel: Jared D. Zajac, Esq.
                  PROSKAUER ROSE LLP
                  Eleven Times Square
                  New York, NY 10036
                  Tel: (212) 969-3000
                  Fax: (212) 969-2900
                  E-mail: jzajac@proskauer.com

Debtors'
Investment
Banker:           WILLIAM BLAIR & COMPANY, L.L.C.,

Debtors'
Financial
Advisor:          CDG GROUP, LLC

Debtors'
Claims Agent:     EPIQ BANKRUPTCY SOLUTIONS, LLC

Total Assets: $153.6 million

Total Liabilities: $120 million

Affiliates that sought Chapter 11 protection on Oct. 21, 2012:

        Debtor                        Case No.
         ------                       --------
HMX, LLC                              12-14327
  Assets: $100,000,001 to $500,000,000
  Debts: $100,000,001 to $500,000,000
Quartet Real Estate, LLC              12-14328
HMX, DTC Co.                          12-14329

The petitions were signed by Douglas Williams, chief executive
officer.

Debtors' Consolidated List of Their 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Pacificways Limited                Trade Debt           $1,494,835
Unit 5A-B. 5th Floor
Hong Kong 601603

Doolittle Company                  Trade Debt             $897,744
499 Seventh Avenue
New York, New York 10018

Otto Int, (USA) LLC                Trade Debt             $820,158
104 SE Executine Drive, Suite 4
Bentonville, AR 72712

Conde Nast                         Trade Debt             $777,522
P.O. Box 5350
New York, New York 10087-5350

Warren Corporation                 Trade Debt             $637,114
711 Fifth Avenue, 11th Floor
New York, New York 10022

Franky & Ricky S.A.                Trade Debt             $635,191
Calle Mercaderes

Shina Its Corp                     Trade Debt             $611,844
Samsung-Dong
Kangnam-Gu Seoul 135-880

Loro Piana                         Trade Debt             $495,330
711 5th Avenue, 11th Floor
New York, New York 10022

Katten Muchin Rosenman LLP         Trade Debt             $416,022
575 Madison Avenue
New York, New York 10022-2585

UPS                                Trade Debt             $379,102
P.O. Box 660586
Dallas, TX 75266-0586

Wuxi Natural Textile Industrie     Trade Debt             $369,573
51 Xinmei Road
Wuxi New District 214028

Alpi USA Inc. (NY)                 Trade Debt             $330,661
156-15 146th Avenue, Suite 110
Jamaica, NY 11434

Performax Golf & Composite Inc.    Trade Debt             $300,351
3 35th Road
Taichung City, Taiwan

CJS Builders                       Trade Debt             $279,777
30 Broad Street, 6th Floor
New York, New York 10004

Pricewaterhouse Coopers LLP        Trade Debt             $261,951
P.O. Box 7247-8001
Attn: Chao Bohnstedt
Philadelphia, PA 19170-8001

Lipman                             Trade Debt             $259,459
408 West 14th Street
New York, New York 10014

Eighteen International Ltd.        Trade Debt             $242,895

Aurora Apparel Pvt. Ltd.           Trade Debt             $236,102

Tessitura Marco Pastorelli Sra     Trade Debt             $224,839

PT Bintang Mandiri Hanafindo       Trade Debt             $218,009

Financial Guaranty Ins Co.         Trade Debt             $213,567

Google Inc.                        Trade Debt             $180,913

Bryan Cave                         Trade Debt             $179,214

Wayfoon Garment Ltd.               Trade Debt             $174,721

Asia United Garmet Manufac. Co.    Trade Debt             $148,289

HMS International                  Trade Debt             $144,757

New York Times Digital             Trade Debt             $139,588

Fiesole Srl Unipersonale           Trade Debt             $136,975

E. Thomas S.P.A.                   Trade Debt             $125,041

Icon Design, LLC                   Trade Debt             $124,456


HOST HOTELS: Moody's Hikes Senior Unsecured Debt Rating From 'Ba1'
------------------------------------------------------------------
Moody's Investors Service upgraded Host Hotels & Resorts' senior
unsecured debt rating to Baa3 from Ba1. The rating outlook is
stable.

Ratings Rationale

The rating upgrade reflects the REIT's strong earnings, coupled
with a decline in leverage, rise in fixed charge coverage and
improvement in lodging fundamentals. While strength in earnings
has driven key credit metrics, Moody's notes that improvements to
Host Hotel's balance sheet, in particular, provide the REIT a
comfortable cushion to absorb moderate earnings deterioration at
the Baa3 rating level in a stress scenario.

Host Hotels continues to demonstrate its commitment to a
conservative capital structure. Book leverage (debt plus preferred
as a percentage of gross assets) decreased to 28.6% at 3Q12 from
30.0% and 32.1% at 3Q11 and 3Q10, respectively. The REIT's net
debt to recurring EBITDA was 4.4X for the trailing 12 months
ending 3Q12, a decrease from 4.9X at 3Q11 and 5.8X at 3Q10. The
decrease is due to a combination of debt reduction and improvement
in operating performance. RevPAR increased 7.6% in 3Q12 over 3Q11
with both average room rate and occupancy driving the increase.

The Baa3 senior unsecured debt rating also reflects the REIT's
strong asset quality, solid liquidity, a large unencumbered asset
pool and moderate leverage. These positive aspects are offset by
the cyclicality and high fixed costs associated with the lodging
industry, as well as the resulting cash flow and profit
volatility.

The stable rating outlook reflects solid lodging fundamentals and
the resulting strength in earnings and margins. The stable outlook
also reflects Moody's expectation that the REIT will maintain its
conservative capital structure relying primarily on unsecured debt
for its debt financing with unencumbered assets as a percent of
gross assets remaining close to 90%.

Moody's indicated that an upgrade to a Baa2 would be predicated
upon sustainable fixed charge coverage in excess of 3.5X and net
debt to TTM EBITDA closer to 3.0X. Given the volatility inherent
in HST's business model and to be more specific with regard to
expected operating ranges, HST would need to operate with a fixed
charge coverage ranging from 3.0X at the trough of an economic
cycle to 4.0X at the peak. For net debt to TTM EBITDA, Moody's
would expect HST to operate in a range from 4.0X at the trough to
2.0X at the peak. Upward ratings movement would also assume
broader global diversification in key international markets as
well as unencumbered assets in excess of 90%.

The ratings would be downgraded should fixed charge coverage slip
below 2.0X, net debt to TTM EBITDA exceed 5.0X on a sustained
basis, or secured debt increase materially. At its current Baa3
rating, Moody's would expect HST to operate with a fixed charge
coverage in the 2.0X-3.0X range and net debt to TTM EBITDA to be
in the 3.0X-5.0X range through economic cycles.

The following ratings were upgraded with a stable outlook:

  Host Hotels and Resorts, Inc. -- senior unsecured debt to Baa3
  from Ba1, with these rated bonds being obligations of Host
  Hotels & Resorts, L.P.; industrial revenue bonds to Baa3 from
  Ba1, with these bonds being obligations of Host Hotels &
  Resorts, L.P.

  Host Hotels & Resorts, L.P. -- senior unsecured debt to Baa3
  from Ba1; senior unsecured debt shelf to (P)Baa3 from (P)Ba1.

Moody's last rating action with respect to Host Hotels & Resorts,
Inc. was on June 16, 2011, when Moody's affirmed the ratings of
Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P.
(senior debt at Ba1) and revised the outlook to positive from
stable.

Host Hotels and Resorts, Inc. [NYSE: HST] is a REIT headquartered
in Bethesda, Maryland, USA, that owns luxury and upper-upscale
hotels and resorts operated primarily under premium brands, such
as Marriott, Starwood, Ritz-Carlton and Hyatt. The REIT, the
largest in the lodging REIT sector, owns or holds controlling
interest in approximately 120 lodging properties.

The principal methodology used in this rating was Moody's Approach
for REITs and Other Commercial Property Firms published in July
2010.


IDEARC INC: Judge Denies Bid to End US Bank Trial Over Spinoff
--------------------------------------------------------------
Jess Davis at Bankruptcy Law360 reports that a Texas federal judge
on Friday denied Verizon Communications Inc.'s move to end the
trial in which U.S. Bank NA is challenging the $9.9 billion
spinoff of Verizon's Yellow Pages business, saying he needed more
information to determine the value of Idearc Inc. at the time of
the deal.

Verizon moved for judgment on partial findings after U.S. Bank
rested its case, but U.S. District Judge A. Joe Fish said he
wanted to hear Verizon's evidence before making his decision,
according to Bankruptcy Law360.

                        About Idearc Inc.

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

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

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

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

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

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


INTERNATIONAL MEDIA: Case Converted to Chapter 7
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the three Asian-language television stations
belonging to International Media Group Inc. were sold in August in
exchange for $45 million in secured debt.

According to the report, the company determined there wasn't
enough left to enable completion of a Chapter 11 plan.  At
International Media's request, the U.S. Bankruptcy Judge in
Delaware converted the Chapter 11 case at the end of last week to
liquidation in Chapter 7.

The report relates that the sale had been approved in March.
There being no competing bids, the auction was canceled.

                  About International Media Group

International Media Group Inc. and its affiliates operated
television station KSCI-TV (Channel 18) Long Beach, California;
KUAN-LP (Channel 48) Poway, California; and KIKU-TV (Channel 19)
Honolulu, Hawaii.  KSCI, KUAN and KIKU focus primarily on the
large Asian markets of Southern California and Hawaii and offer
programming in six (6) main languages -- (i) Chinese; (ii) Korean;
(iii) Tagalog (Filipino); (iv) Vietnamese; (v) English; and (vi)
Japanese.  The Television Stations' programming is a mix of
locally produced original news, entertainment, and talk shows,
purchased or syndicated foreign language programming, and paid
programming comprised principally of infomercials, per-inquiry and
direct response television advertisements.

KHAI Inc. owns all of the equity of KHLS Inc., which holds the FCC
license for KIKU-TV (Channel 19).  KSCI Inc. owns all of the
equity of KHAI and of KSLS Inc., which holds the FCC license for
KSCI-TV (Channel 18) and KUANLP (Channel 48).  International Media
Group Inc. owns all of the equity of KSCI.

AMG Intermediate LLC owns all of the equity of IMG, and AsianMedia
Group LLC owns all of the equity of AMG.  Non-debtor AsianMedia
Investors I L.P. owns all of the equity of AsianMedia.

International Media Group and six affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 12-10140) on Jan. 9, 2012,
with the intent to sell their business as a going concern under
11 U.S.C. Sec. 363(a).

NRJ TV II LLC, an entity owned by the first lien lender, was the
stalking horse bidder.  As of Jan. 9, 2012, the Debtors owe
$77.3 million on a first lien debt, including $67 million on a
term-loan.  Fortress Credit Corp. serves as agent.  Unless outbid
at the auction, the pre-petition lenders would acquire the assets
in exchange for a credit bid of $45 million, assume certain
liabilities, and fund a "carve-out".

Judge Mary F. Walrath oversees the Debtors' cases.  International
Media Group tapped Houlihan Lokey Capital, Inc., in October to
market the assets.  Houlihan will continue marketing the assets
post-petition.  William E. Chipman, Jr., Esq., and Mark D.
Olivere, Esq., at Cousins Chipman & Brown, LLC, in Wilmington,
Delaware, serve as the Debtors' bankruptcy counsel.  The Debtors'
claims agent is Epiq Bankruptcy Solutions LLC.  International
Media disclosed $206,825,047 in assets and $233,218,073 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Dennis J. Davis, chief restructuring officer.

No trustee, examiner or committee has been appointed in any of the
Debtors' cases.


INDUSTRIAL OFFICE: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Industrial Office Complex, LLC
        3281 S. Highland Dr., Ste. 813
        Las Vegas, NV 89109

Bankruptcy Case No.: 12-21855

Chapter 11 Petition Date: October 18, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Talitha B. Gray, Esq.
                  GORDON & SILVER, LTD.
                  3960 Howard Hughes Pkwy., 9th Floor
                  Las Vegas, NV 89169
                  Tel: (702) 796-5555
                  E-mail: tgray@gordonsilver.com

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

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

A copy of the Company's list of its seven largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nvb12-21855.pdf

The petition was signed by Mustapha Assi, manager.


INTERNATIONAL CITY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: International City Building, Inc.
        150 NW 168th St, Ste. 227
        North Miami Beach, FL 33169

Bankruptcy Case No.: 12-34978

Chapter 11 Petition Date: October 18, 2012

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Chad T. Van Horn, Esq.
                  VAN HORN LAW GROUP P.A.
                  330 N Andrews Ave #450
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  Fax: (954) 765-7103
                  E-mail: chad@cvhlawgroup.com

Scheduled Assets: $3,380,850

Scheduled Liabilities: $3,769,145

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

The petition was signed by Leslie Rance, president.


JOHN SAMMUT: Can't Convert to Ch.11 After Denial of Ch.7 Discharge
------------------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker denied the request of John
Sammut to convert his Chapter 7 case to one under Chapter 11 of
the Bankruptcy Code, citing the Debtor's bad faith.  Judge Tucker
noted that in the Chapter 7 bankruptcy case, the Court has already
entered a judgment denying the Debtor's discharge under 11 U.S.C.
Sections 727(a)(4)(A) and 727(a)(5).  In denying the Debtor's
discharge under Sec. 727(a)(4)(A), the Court has actually and
necessarily determined that the Debtor "knowingly and
fraudulently, in or in connection with [this] case -- made a false
oath or account."  A copy of the Court's Oct. 18, 2012 Opinion is
available at http://is.gd/MtYVXrfrom Leagle.com.

John Sammut filed his voluntary Chapter 7 petition (Bankr. E.D.
Mich. Case No. 12-41706) on Jan. 26, 2012.  More than seven months
later, the Debtor filed his motion to convert to Chapter 11, on
Sept. 4, 2012.

During the seven months before the Debtor filed his motion to
convert, there was a good deal of activity in the Chapter 7 case,
including much activity by the Chapter 7 Trustee and the United
States Trustee, and considerable other litigation activity.  As of
Oct. 17, 2012, the Chapter 7 Trustee had collected a total of
$52,000 in funds that are property of the bankruptcy estate.


LA CASITA: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: La Casita Pantea, LLC
        2747 La Casita Avenue
        Las Vegas, NV 89120

Bankruptcy Case No.: 12-21833

Chapter 11 Petition Date: October 18, 2012

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Matthew L. Johnson, Esq.
                  MATTHEW L. JOHNSON & ASSOCIATES, P.C.
                  8831 W. Sahara Ave.
                  Las Vegas, NV 89117
                  Tel: (702) 471-0065
                  Fax: (702) 471-0075
                  E-mail: shari@mjohnsonlaw.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 four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nvb12-21833.pdf

The petition was signed by Romy Pantea, manager.


LEAR CORPORATION: Court Rejects Software Provider's $1.4MM Claim
----------------------------------------------------------------
At the behest of reorganized Lear Corp., Bankruptcy Judge Sean H.
Lane disallowed and expungd the proof of claim filed by Actuate
Corporation.

Actuate develops and licenses business intelligence and enterprise
reporting software that is used to organize and deliver data
related to manufacturing and other business activities.  In 2001,
Lear began searching for software to fulfill its quality assurance
reporting needs. It was specifically looking for a product that
could interface with its business data repositories to generate
reports on Lear's product quality. Lear selected Actuate as a
vendor and the parties began contract negotiations in late 2001.

The Claim is based on the alleged breach of a software licensing
agreement between Actuate and Lear, pursuant to which Lear
purchased software products and accompanying maintenance, support
and upgrades from Actuate for use on a specified number of central
processing units or "CPUs."  Actuate asserts that Lear used
unauthorized copies of the software on additional CPUs, and thus
exceeded the scope of the agreement.  Actuate seeks damages for
the unauthorized use of its software on six CPUs -- two CPUs more
than provided for by Lear's licenses -- and requesting damages in
the amount of $1,144,000.

The Debtors counter that Actuate was aware of Lear's use of the
software, and the Claim is therefore barred by the affirmative
defenses of statute of limitations, consent and acquiescence,
laches and equitable estoppel.  The Debtors also argue that both
the contractual language and the parties' course of conduct
indicate that Lear operated within the terms of the agreement.
The Court held a three day trial on the Objection.

A copy of Judge Lane's Oct. 19 Post-Trial Memorandum of Opinion is
available at http://is.gd/xqxjZTfrom Leagle.com.

James M. Lee, Esq., Enoch H. Liang, Esq., Daniel J. Taylor, Esq.,
at Lee, Tran & Liang, APLC, in Los Angeles, California; and
Michael E. Norton, Esq., at Norton & Associates, LLC, in New York,
argue for Actuate Corporation.

                      About Lear Corporation

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

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


LEHMAN BROTHERS: JPMorgan Suit to Remain in Bankruptcy Court
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that if Lehman Brothers Holdings Inc. goes to trial in its
$8.6 billion lawsuit against JPMorgan Chase Bank NA, the trial
will be held in U.S. District Court.  In the meantime, the suit
will remain in the hands of U.S. Bankruptcy Judge James M. Peck.

According to the report, Lehman brought suit in May 2006,
contending the bank "abused the power of its position to
improperly extract billions in incremental collateral and other
concessions" before Lehman's bankruptcy in September 2008.  Last
year, New York-based JPMorgan filed papers contending that Judge
Peck, as a bankruptcy judge, lacks constitutional authority to
preside over the suit because it wasn't based entirely on
bankruptcy law.

The report relates that U.S. District Judge Richard J. Sullivan
told both sides he would rule after Judge Peck issued rulings on
JPMorgan's motion to knock out large chunks of the complaint.  In
April, Judge Peck dismissed Lehman's claims for recovery of
preferential transfers and constructively fraudulent transfers.
He said the bank was protected from those claims by the so-called
safe harbor in bankruptcy where transactions in securities can't
be set aside.

The report notes that Lehman won in the April decision to the
extent that claims survived based on actual fraud and 25 other
theories intended to force JPMorgan to disgorge payments taken
from Lehman in the days before bankruptcy.  The stage was set for
Sullivan to rule on taking the suit away from bankruptcy court
after Judge Peck later decided not to alter his April decision.

The report relays that Judge Sullivan issued his opinion at the
end of September, saying that "judicial economy and efficiency
weigh strongly against" taking the suit away from Judge Peck at
this stage.  JPMorgan didn't argue it was mandatory for Sullivan
to take away the suit.  Construing a U.S. Supreme Court decision
last year named Stern v. Marshall; Sullivan said Judge Peck
doesn't have constitutional authority to issue final rulings on
Lehman's state law and fraudulent transfer claims.  Consequently,
a trial must be held in district court because it's "unlikely"
Lehman's affirmative claims will be decided completely in
objecting to the bank's claims in bankruptcy.

According to Bloomberg, the next major stage in the lawsuit will
entail motions for summary judgment where either side can argue
that undisputed facts command final judgment one way or the other.
Judge Sullivan laid out the procedure JPMorgan can use for another
request to withdraw the case from Judge Peck when the bank is
ready to file a summary judgment motion.

The Bloomberg report discloses that on summary judgment motions,
district courts sometimes allow bankruptcy judges to issue
proposed rulings.

The motion to remove the JPMorgan suit from bankruptcy court is
Lehman Brothers Holdings Inc. v. JPMorgan Chase Bank NA (In re
Lehman Brothers Holdings Inc.), 11-6760, U.S. District Court,
Southern District of New York (Manhattan).  The lawsuit in
bankruptcy court between the Lehman parent and JPMorgan is Lehman
Brothers Holdings Inc. v. JPMorgan Chase Bank NA (In re Lehman
Brothers Holdings Inc.), 10-03266, U.S. Bankruptcy Court, Southern
District of New York (Manhattan).

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.  (http://bankrupt.com/newsstand/or 215/945-700)


LIGHTSQUARED INC: Tweaks Executive Bankruptcy Bonus Plan
--------------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports that
LightSquared has tweaked its plan to pay bankruptcy bonuses to
four top-level employees, a proposal that had previously drawn ire
from both the federal bankruptcy watchdog and a group of the
wireless satellite company's lenders.

                      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.


LIGHTSQUARED INC: Professionals Agree to 1.8% Cut on Fees
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that professionals working for LightSquared Inc. persuaded
the U.S. Trustee not to object to the approval of $5.7 million in
fees by agreeing to a 1.8% reduction in compensation.

According to the report, a bankruptcy court hearing was set for
Oct. 23 to approve the fees from the beginning of the
reorganization through the end of August.  In addition to the
reduction, the bankruptcy court may also require a holdback, where
some of the approved fees won't be paid until later in the case.

The report relates that the case has been marked by conflicts
between the so-called LP lenders and the company and its owner
Harbinger Capital Partners LLC.  The lenders will ask the
bankruptcy court at a Nov. 5 hearing for authority to sue
Harbinger over alleged defects in loans and security interests.

The Bloomberg report discloses that the LP lenders are an ad hoc
group owning $1.08 billion of the $1.7 billion secured borrowing
in October 2010 by LightSquared LP.

                      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.


LSP ENERGY: Plant Malfunctions; Plan Filing and Sale Delayed
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in bankruptcy, anything can and usually does go
wrong, as LSP Energy LP can attest.  LSP is the owner an 837-
megawatt combined-cycle natural gas-fired electric generating
facility in Batesville, Mississippi.

According to the report, at the same time the U.S. Bankruptcy
Court in Delaware was holding a hearing in September for approval
of the $285.9 million sale to South Mississippi Electric Power
Association, all three units at the plant shut down with
mechanical problems.  The bankruptcy judge went ahead and approved
the sale on Sept. 20.  The plants are still out of service.  LSP
said the outage "slightly delayed" completion of the sale and the
filing of a liquidating Chapter 11 plan.  LSP said it needs to
repair damage and determine the cause.

The report relates that the company filed papers last week for a
30-day extension of the exclusive right to propose a Chapter 11
plan.  If granted by the judge at a Nov. 20 hearing, the new
deadline would be Nov. 21.  LSP said that financing for the
Chapter 11 case is undrawn.  Fixing the plant might require a draw
on the loan facility, according to a court filing.

                          About LSP Energy

LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.

LSP owns and operates an electric generation facility located in
Batesville, Mississippi.  The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems.  LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.

LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders.  The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt.  The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.

LSP Energy is the general partner of LSP.  LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding.  LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.

No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.

Judge Mary F. Walrath oversees the case.  Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.

LSP has a $20 million secured loan provided by lenders including
John Hancock Financial Services Inc.  LSP was forced into
bankruptcy following mechanical problems that took one of three
units out of service.

Bondholders have claims for $211 million on two series of secured
bonds.  In addition, there was a $3.9 million working capital
facility and $23.3 million in secured debt owing to an affiliate
of Siemens AG, which repairs and maintains the facility.


M. LICHTENSTEIN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: M. Lichtenstein LLC
        324 Avenue I
        Brooklyn, NY 11230-2618

Bankruptcy Case No.: 12-47404

Chapter 11 Petition Date: October 18, 2012

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: David Carlebach, Esq.
                  40 Exchange Place, Suite 1306
                  New York, NY 10005
                  Tel: (212) 785-3041
                  Fax: (646) 355-1916
                  E-mail: david@carlebachlaw.com

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

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

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

The petition was signed by Meir Frei, managing member.


MARKET STREET: Plan Confirmed for Former New Orleans Power Plant
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Market Street Properties LLC received a commitment
last week from the U.S. bankruptcy judge in New Orleans to sign a
confirmation order approving the Chapter 11 reorganization plan.

According to the report, once home to an electric generating
plant, the Debtor's property is near the convention center.  The
first two mortgages, totaling about $13.1 million, are to be paid
in full with debt maturing in a year.  There will be no payments
in the meantime.  Unsecured creditors with $17.2 million in claims
are to divide $100,000.

                   About Market Street Properties

Market Street Properties, L.L.C., the owner of seven acres on
the riverfront in New Orleans, filed for Chapter 11 bankruptcy
(Bankr. E.D. La. Case No. 09-14172) on Dec. 23, 2009, represented
by Christopher T. Caplinger, Esq., Joseph Patrick Briggett, Esq.,
and Stewart F. Peck, Esq., at Lugenbuhl Wheaton Peck Rankin &
Hubbard, in New Orleans.  Cupkovic Architecture LLC serves as the
Debtor's architect; and Patrick J. Gros, CPA, as accountant.
James E. Fitzmorris, Jr., serves as political consultant and
advisor.  The Company disclosed $52,404,026 in assets and
$26,848,596 in liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has not been
appointed in the Debtor's case.


MERCED FALLS: Cappello & Noel Awarded $554,650 Contingency Fee
--------------------------------------------------------------
Bankruptcy Judge W. Richard Lee granted the application for
payment of final fees or expenses filed by the law firm of
Cappello & Noel LLP for services rendered as special counsel to
Merced Falls Ranch, LLC.  Cappello seeks the award of a $554,650
contingency fee based on the terms of a prepetition fee agreement
with the Debtor.  The Debtor disputes Cappello's interpretation of
the Fee Agreement and asks that the Application be denied
entirely.

According to Judge Lee, he is persuaded that Cappello's
interpretation of the Fee Agreement is consistent with the
established rules for contract interpretation and applicable
bankruptcy law.  The Fee Agreement is not ambiguous or uncertain
and Cappello's interpretation does not lead to an absurd or
inequitable result.  The Debtor agreed to pay Cappello a
Contingency Fee if the Debtor was, inter alia, successful in its
efforts to obtain an "extension or modification" of its loan with
American AgCredit ACA.  Cappello, on the Debtor's behalf,
prosecuted a pre-bankruptcy state court action for lender
liabilitiy against AAC until the Debtor successfully negotiated a
chapter 11 plan which both extended and modified the terms of the
$11 million AAC Loan.  Accordingly, Cappello is entitled under the
Fee Agreement to recover a 5% contingency fee for its services.

A copy of the Court's Oct. 16 Memorandum Decision is available at
http://is.gd/Kvxpcyfrom Leagle.com.

Merced Falls Ranch, LLC, filed a voluntary chapter 11 petition
(Bankr. E.D. Calif. Case No. 11-19212) on Aug. 16, 2011, to stay a
non-judicial foreclosure sale by its secured creditor American
AgCredit, ACA.

Based on the Debtor's schedules, the Debtor had real property
assets valued in excess of $339 million.  AAC was trying to
enforce a loan, secured by those assets in the approximate amount
of $11 million, which had matured in December 2010.  The AAC Loan
was guaranteed by the Debtor's sole member, Stephen W. Sloan.

Prior to the bankruptcy, the Debtor, Mr. Sloan, and an affiliated
entity, Sloan Cattle Company, LLC, retained Cappello to prosecute
an action in the state court for, inter alia, damages against AAC
based on claims of lender liability.  The plaintiffs sought
damages in the amount of $100 million.  They also requested an
injunction to stop AAC's foreclosure sale; however, after having
their request denied, the Debtor filed the bankruptcy petition to
invoke the automatic stay.

                        About Merced Falls

Merced Falls Ranch LLC filed a Chapter 11 petition (Bankr. E.D.
Calif. Case No. 11-19212) on Aug. 16, 2011, in Fresno, California.
The Debtor disclosed assets of $100 million to $500 million and
debts of $10 million to $50 million.  Judge W. Richard Lee
presides over the case.  Walter & Wilhelm Law Group serves as the
Debtor's bankruptcy counsel.  Cappello and Noel LLP acts as
special litigation counsel.  Atherton & Associates acts as
accountants.  The petition was signed by Stephen W. Sloan, the
Debtor's member.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Merced Falls Ranch LLC
because an insufficient number of persons holding unsecured claims
against the Debtor have expressed interest in serving on a
committee.

The Bankruptcy Court, according to the June 14, 2012 civil
minutes, approved the Chapter 11 Plan dated March 30, 2012, that
was co-proposed by the Debtor and lender American AgCredit, FLCA.


MERVYN'S LLC: Creditor Objects to $166M Settlement With PE Firms
----------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a distressed debt
investment firm on Friday objected to the $166 million settlement
that fellow Mervyn's LLC creditors struck with several private
equity firms in a suit over a 2004 leveraged buyout, saying it
needs proof that the deal is preferable to fighting it out in
court.

The TCR, citing Bill Rochelle, the bankruptcy columnist for
Bloomberg News, reported on Oct. 10, 2012, that the creditors of
Mervyn's LLC brought home a $166 million settlement enabling the
liquidated retailer to propose a Chapter 11 plan with a
"meaningful distribution" to unsecured creditors, the creditor
panel said in papers seeking bankruptcy court approval for the
compromise.

According to the report, Mervyn's filed for reorganization in
July 2008, only to decide by October 2008 that liquidation was
necessary.  The official creditors' committee filed suit in
September 2008 against discount retailer Target Corp. and about
40 other defendants, contending the $1.175 billion leveraged
buyout in 2004 was fraught with fraudulent transfers.  In addition
to Target, defendants included Cerberus Capital Management LP,
Lubert-Adler & Klaff Partners LP, and Sun Capital Partners Inc.,
the leader of the investor group that bought the Mervyn's chain.

The report related that there will be a hearing on Oct. 29 in U.S.
Bankruptcy Court in Delaware for approval of the settlement.

The report noted that although the going-out-of-business sales
paid secured debt fully, the "case has been severely
administratively insolvent" since late 2008, court papers state.

According to Bloomberg, the settlement will cover $93 million in
expenses that arose during the Chapter 11 case, not including
professional claims, according to the court filing.  Unsecured
claims amount to about $400 million, according to the papers.  The
committee was represented in the lawsuit by Cooley LP.  The firm
was retained to prosecute the lawsuit on a contingency.  Even a
liquidating Chapter 11 plan can't be approved unless
administration claims are fully paid.  Administrative claims
include expenses to run the business and professional costs
incurred after the bankruptcy filing.

The report recounted that pressure on the defendants for
settlement increased in March 2010 when U.S. Bankruptcy Judge
Kevin Gross declined to dismiss the suit, collapsing multiple
transactions into one.  By collapsing, Judge Gross said that a so-
called safe harbor in federal bankruptcy law didn't apply to
protect Target.  Target isn't a party to the settlement agreement,
although it receives and grants releases.  Judge Gross' opinion
said the LBO had "devastating" effects on Mervyn's creditors,
"including the stripping of debtor's real estate assets."

The lawsuit is Official Committee of Unsecured Creditors of
Mervyn's Holdings LLC v. SCSF Mervyn's (Offshore) Inc.

                        About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provided a mix of top national brands
and exclusive private labels.  Mervyn's had 176 locations in seven
states.  Mervyn's stores have an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and are located primarily in regional malls, community
100 shopping centers, and freestanding sites.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 08-11586) on July 29, 2008.  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.


MITEL NETWORKS: Moody's Affirms 'B3' CFR; Outlook Negative
----------------------------------------------------------
Moody's Investors Service changed Mitel Networks Corporation's
ratings outlook to negative from stable and the company's
speculative grade liquidity rating was downgraded back to SGL-4
(weak) from SGL-2 (good) given reports that refinance activities
had been suspended. As part of the same action, Mitel's
probability of default rating (PDR) was upgraded back to B3 from
Caa1 and ratings of the previously proposed credit facilities were
withdrawn. Lastly, the company's B3 corporate family rating (CFR),
B1 senior secured credit facility rating, and Caa1 senior secured
second lien term loan ratings were affirmed.

The outlook is negative because of heightened refinance risks
related to the August 2014 maturity of Mitel's term loan and the
potential for a covenant breach. Refinance activities were
reportedly suspended as a transaction acceptable to management was
not available, despite buoyant credit market conditions. Given the
potential of a term loan financial covenant breach as thresholds
become increasingly more stringent over each of the next several
quarters, liquidity is assessed as weak (SGL-4).

Mitel's PDR was returned to B3 as it is Moody's standard practice
to align the PDR with the CFR when debt is provided by multiple
creditor classes.

With the reduction in aggregate senior secured claims caused by
the recent maturity of Mitel's $30 million revolving credit
facility, Moody's Loss Given Default rating methodology calls for
the company's senior secured term loan to be rated Ba3. Since
Moody's views this as temporary and expect future refinance
efforts to include a revolving credit facility, the rating signal
has been over-ridden.

The following summarizes Mitel's ratings and the rating actions:

  Issuer: Mitel Networks Corporation

    Outlook, Changed to Negative from Stable

    Speculative Grade Liquidity Rating, downgraded to SGL-4 from
    SGL-2

    Probability of Default Rating, upgraded to B3 from Caa1

    Corporate Family Rating, affirmed at B3

    Senior Secured First Lien Bank Credit Facility, Affirmed at B1
    (LGD2, 24%)

    Senior Secured Second Lien Bank Credit Facility, Affirmed at
    Caa1 with the LGD assessment revised to (LGD4, 63%) from
    (LGD4, 61%)

    Senior Secured First Lien Bank Credit Facility, Withdrawn;
    Previously Rated B1 (LGD2, 23%)

Ratings Rationale

Mitel's B3 ratings are influenced primarily by the company's
vulnerable market position as its products are somewhat
commoditized and competitors are larger and, in many cases, better
capitalized. As well, the market is quite opaque, with no company
reporting activity measures that can be used to interpret
supply/demand balance or market positioning. Further, it is not
clear whether recent restructuring initiatives will have
sustainable benefits. Mitel also faces refinance risks as the
August 2014 maturity of its term loan approaches and liquidity is
weak given the potential of financial covenant breaches over the
next four to six quarters. The rating benefits from the
substantial size of the small-to-mid-sized business communications
market and the related sustainable demand for communications
services. As well, operations are not capital intensive and even
modest margin performance results in positive free cash flow that
can be used to gradually reduce debt. Decisions to do so will be a
key to future ratings migration.

Rating Outlook

The outlook is negative because of weak liquidity and heightened
refinance risks related to the August 2014 maturity of Mitel's
term loan.

What Could Change the Rating -- Up

Given solid liquidity arrangements and should Debt/EBITDA be
expected to be sustained below 4.5x with free cash flow (FCF)
being sustained above 5% of Debt, positive outlook and ratings
actions could occur (all measures are inclusive of Moody's
standard adjustments).

What Could Change the Rating -- Down

Should refinance/liquidity arrangements become unmanageable
(including by way of weak financial performance) or if free cash
flow generation returns to break-even or negative levels, adverse
rating actions are likely.

Company Profile

Based in Ottawa, Ontario, Mitel Networks Corporation provides
integrated business communications software and related services
for small and medium sized businesses. Annual revenues are
approximately $600 million, some 62% of originates in the United
States with a further 20% stemming from United Kingdom operations.
The balance is spread amongst a number of countries, including
some 6% from Canadian operations.

The principal methodology used in rating Mitel was the Global
Communications Equipment Industry Methodology published in June
2008. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


OVERSEAS SHIPHOLDING: Moody's Cuts CFR/PDR to Ca; Outlook Neg.
--------------------------------------------------------------
Moody's Investors Service lowered its ratings of Overseas
Shipholding Group, Inc, ("OSG"); Corporate Family and Probability
of Default, each to Ca from Caa1; senior unsecured and issuer
rating to C from Caa2 and Senior Unsecured Shelf to (P)C from
(P)Caa2. Moody's affirmed the SGL-4 Speculative Grade Liquidity
rating. The outlook remains negative.

Downgrades:

  Issuer: Overseas Shipholding Group, Inc.

     Corporate Family Rating, Downgraded to Ca from Caa1

     Probability of Default Rating, Downgraded to Ca from Caa1

     Senior Unsecured Regular Bond/Debenture, Downgraded to C
     (LGD6, 92%) from Caa2 (LGD5, 83%)

     Issuer Rating, Downgraded to C from Caa2

     Multiple Seniority Shelf, Downgraded to (P)C from (P)Caa2

Ratings Rationale

The downgrade of the ratings follows the company's announcement
earlier on Oct. 22 that it is evaluating strategic options,
including a voluntary filing under Chapter 11 of the Bankruptcy
Code. The company disclosed that its financial statements for at
least the last three years ended December 31, 2011 and interim
periods therein should no longer be relied upon because it is
reviewing a tax issue arising from the fact the company is
domiciled in the United States and has substantial international
operations. The company stated that this tax issue could also have
implications relating to the interpretation of certain provisions
in its various loan agreements. Given these new disclosures, the
downgrades reflect the increasing likelihood of a bankruptcy
filing as the step-down of the company's revolving credit facility
on February 6, 2013 approaches.

The potential for increased claims against the company relating to
past-due taxes and penalties and any shareholder lawsuits that
ensue from the Oct. 22 announcement change the calculus of the
company's negotiations with its bank group. The unsecured nature
of the credit facilities, both the existing and the forward-start,
could make it more difficult for the company to negotiate with the
bank group revised terms of the committed $900 million forward
start facility (not rated) given the Oct. 22 announcement.

Moody's had previously estimated that OSG would require either
about $325 million of additional commitment on this facility or
would need to sell unencumbered vessels or investments to restore
an adequate liquidity cushion to meet its contractual obligations
and commitments through the end of 2013, because of expected on-
going weak fundamentals in the international tanker market. This
estimate did not contemplate any claims related to tax issues. See
Moody's Analysis on Overseas Shipholding Group dated March 26,
2012 available on moodys.com.

The Ca Probability of Default and Corporate Family ratings reflect
Moody's belief that the probability of a bankruptcy filing is now
greater than 50% and the expected family recovery rate is about
50%. The contributions of the company's U.S. Jones Act operations,
its FSO and LNG investments and a still leading position in the
international tanker segment, provide a platform for a
restructuring of the balance sheet, whether in or out of court.
Moody's estimates the value of the company's assets at about $2.0
billion, including the aggregate of the current market value of
the company's owned vessels, investments in joint ventures and
unrestricted cash of about $500 million. These estimates lead to
an about 65% expected family recovery rate based on about $3.0
billion of claims in Moody's Loss Given Default waterfall.
However, there is the prospect of significant claims for past due
income taxes and or shareholder lawsuits that would increase the
claims on the company, driving down family recovery as well as on
the rated unsecured notes and debentures.

The negative outlook reflects the increasing likelihood of a
bankruptcy filing as the solution to the company's financial
stress. The family ratings would be lowered to D and all ratings
withdrawn should OSG file for protection under Chapter 11. The
family ratings could be upgraded within the Caa rating category
should OSG resolve the tax review and reach an agreement with its
bank group that allows it to avoid filing for bankruptcy.

The principal methodology used in rating Overseas Shipholding
Group was the Global Shipping 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.

Overseas Shipholding Group, Inc., headquartered in New York City,
NY, is one of the largest publicly traded tanker companies in the
world, engaged primarily in the ocean transportation of crude oil
and petroleum products.


OVERSEAS SHIPHOLDING: S&P Cuts Corporate Credit Rating to 'CCC-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Overseas Shipholding Group Inc. (OSG) to 'CCC-'
from 'CCC+'. "We lowered our ratings on the company's senior
unsecured debt to 'CCC-' from 'CCC+', the same as the corporate
credit rating. The '3' recovery rating remains unchanged,
indicating our expectation that lenders will receive a meaningful
(50%-70%) recovery in a payment default scenario," S&P said.

"At the same time, we placed our corporate credit and senior
unsecured debt ratings on OSG on CreditWatch with negative
implications," S&P said.

"The downgrade reflects our belief that OSG is facing a high
probability of very near-term default, following the company's
announcement that it is evaluating strategic options including
potentially filing Chapter 11," said Standard & Poor's credit
analyst Funmi Afonja. "OSG also stated that its previously issued
financial statements for the past three years ended Dec. 31, 2011,
and associated interim periods for the quarters ended March 31 and
June 30, 2012, should no longer be relied upon. Our downgrade of
OSG also reflects Standard & Poor's criteria and definition for
the 'CCC' rating category, including our definition of 'CCC-',
which states that a default, distressed exchange, or redemption
appears to be inevitable within six months, absent unanticipated
significantly favorable changes in the issuer's circumstances,"
S&P said.

"New York City-based OSG is one of the world's leading liquid bulk
shipping companies. As of June 30, 2012, the company operated a
fleet of 112 vessels (67 owned, 45 chartered-in), totaling about
10.7 million deadweight tons. The company will take delivery of
two vessels in 2013, bringing its total fleet to 114 vessels.
Operating both internationally and domestically in the competitive
shipping industry, the company has high leverage and substantial
revenue exposure to volatile spot markets. Positive credit factors
include a well-established market position in the ocean
transportation of crude oil and petroleum products and long-
standing relationships with its customers, mostly major oil
companies that have solid credit quality. We categorize OSG's
business profile as 'vulnerable,' its financial risk profile as
'highly leveraged,' and its liquidity as 'weak' under our
criteria," S&P said.

"OSG has weak liquidity in our assessment. As of June 30, 2012,
cash sources included existing unrestricted cash balances of
$226.6 million. As of July 2012, the $1.5 billion revolving line
of credit was fully drawn. Our liquidity assessment takes into
account the lower revolver commitment of $900 million from the
forward-start facility that will replace the existing revolver in
February 2013. Our estimated sources of funds do not include
potential asset sales because these are not assured. However,
about 70% of the book value of OSG's fleet is unencumbered,
providing an additional potential source of liquidity," S&P said.

"We believe that OSG is in a liquidity crisis and the risk of
default is imminent, absent unexpected new financing or relief
from its lenders. OSG has a $1.5 billion revolver that will be
replaced by a smaller $900 million forward-start facility in
February next year. During July 2012, the company drew down an
additional $343 million under the revolver, reducing availability
to zero. Although we believe that a portion of that drawdown could
be available as cash on the company's balance sheet, we expect
that there will very likely be a liquidity shortfall even after
taking into account cash on hand. As of June 30, 2012, cash
sources included existing unrestricted cash balances of $226.6
million. Our estimated sources of funds do not include potential
asset sales because these are not assured. However, about 70% of
the book value of OSG's fleet is unencumbered, providing an
additional potential source of liquidity," S&P said.

"We expect OSG to use its liquidity sources primarily for debt
service and for capital expenditures. Roughly $63.6 million is
outstanding of OSG's $75 million 8.75% debentures that mature in
December 2013. As of June 30, 2012, the company also had $46.5
million in remaining capital commitments for vessels scheduled for
delivery in 2013," S&P said.

In accordance with Standard & Poor's liquidity methodology and
assumptions, in the ratings agency's view, the relevant aspects of
OSG's liquidity include:

-- A potential deficit of cash sources relative to uses over the
    next three quarters;

-- The likelihood that covenants will be breached unless there is
    a very credible plan to avert such a breach in a timely
    fashion or lenders appear likely to provide a covenant waiver
    or amendment; and

-- Indications of a poor standing in credit markets, as reflected
    in serious stock price decline (the current share price is
    down by roughly 90% from a year ago) and wide spreads on its
    bonds. However, the company retains core bank relationships.

"As of June 30, 2012, OSG was in compliance with and had moderate
cushion on all its financial covenants. Financial covenants limit
secured debt to 30% of assets (as of the credit agreement date)
and investments in joint ventures (except liquefied natural gas
joint ventures) to 30% of total assets. The credit agreement also
requires maximum leverage (debt to total capitalization) of 0.6x,
minimum net worth of no less than $1.2 billion, and minimum
unencumbered tangible assets to unsecured debt of 1.5x. The
company's liquidity problems are further compounded by the fact
that its financial covenants tighten at the end of the fourth
quarter. We believe that there is a high likelihood of a financial
covenant breach when the new covenant levels become effective. The
financial covenants use a different definition of debt than
Standard & Poor's. We expect the company to continue to meet its
covenant requirements," S&P said.

"In resolving the CreditWatch listing, we will evaluate the steps
OSG takes to address its liquidity crisis, including potentially
filing for voluntary Chapter 11 protection. We will also assess
the impact of any potential restatements of the company's
financial statements on its operating prospects and financial
viability," S&P said.


PATRIOT COAL: Seeking Six Months More Exclusivity
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that coal producer Patriot Coal Corp. is making a first
request for an expansion of the exclusive right to propose a
reorganization plan that otherwise will expire on Nov. 6.  Patriot
says it has made "tangible progress" on reducing costs and
increasing revenue.  At a Nov. 1 hearing, the company will ask the
U.S. Bankruptcy Court in New York to expand so called exclusivity
by six months to May 5.

According to the report, the company and creditors are waiting for
the judge to decide whether she will retain the case in New York
or send the reorganization to West Virginia, where most of the
mines are located, or to St. Louis, home to the head office.  A
group of retired miners met with company officers and urged taking
action against former owners Peabody Energy Corp. and Arch Coal
Inc. to make them liable for Patriot obligations to workers.

The report relates that Patriot's $200 million in 3.25% senior
convertible notes due in 2013 traded on Oct. 17 for 13.5 cents on
the dollar, according to Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority.  The $250 million in
8.25% senior unsecured notes due in 2018 traded at 7:32 a.m. for
52.25 cents on the dollar, Trace reported.

                         About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The case has been assigned to Judge Shelley C. Chapman.

The U.S. Trustee appointed a seven-member creditors committee.


PLAYPOWER HOLDINGS: S&P Withdraws 'B-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B-' corporate credit rating, on Huntersville, N.C.-based
PlayPower Holdings Inc. (PPH) at the issuer's request. The outlook
was stable at the time of the withdrawal.


POST HOLDING: Moody's Rates $200MM Notes 'B1'; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Post Holding's
$200 million tack-on note offering that will expand the size of
its existing senior unsecured notes due 2022 to $975 million from
$775 million. Moody's also affirmed all of Post's existing ratings
including the Corporate Family Rating (CFR) and Probability of
Default Rating (PDR) of Ba3, and the Speculative Grade Liquidity
Rating of SGL-2. Moody's revised the rating outlook to negative
from stable.

Rating Rationale

Post's Ba3 CFR reflects its relatively weak competitive position
against the leading branded ready-to-eat ("RTE") cereal makers,
the weak category growth trends, Post's soft operating performance
in recent years and its limited product diversification and
pricing power. The rating also reflects the uncertainties around
details of Post's growth strategy and financial policy. The rating
is supported by the company's strong operating margins and cash
flows, and by the strong brand equities of its core RTE cereal
brands -- including Honey Bunches of Oats, Fruity Pebbles and
Great Grains.

The negative outlook reflects the increased financial leverage and
higher cash interest expense that will result from the proposed
note offering and uncertainty around the use of proceeds. The
negative outlook also reflects higher than expected grain and corn
prices this year, and the $53 million share repurchase completed
earlier this month that consumed a substantial portion of Post's
annual free cash flow. Moody's estimates that proforma for the
offering, debt/EBITDA will rise to 5.3 times from 4.4 times
currently, which is above tolerable sustained levels for the
rating. Moody's anticipates that the cash proceeds, which will be
held on the balance sheet initially, could be used to fund
acquisitions, which Moody's would evaluate in the context of such
an event should it occur.

RATINGS ASSIGNED

Post Holdings, Inc.:

  Proposed $200 million of incremental 7.375% Senior Unsecured
  Notes due 2022 at B1 (LGD 4, 62%);

  Outlook is revised to negative from stable.

RATINGS AFFIRMED (LGD ASSESSMENTS REVISED)

Post Holdings, Inc.:

  Corporate Family Rating at Ba3;

  Probability of Default Rating at Ba3;

  Speculative Grade Liquidity Rating of SGL-2;

  $175 million of Senior Secured Revolver at Baa3; LGD revised to
  (LGD 1, 7%) from (LGD 1, 9%);

  $175 million of Senior Secured Term Loan at Baa3; LGD revised to
  (LGD 1, 7%) from (LGD 1, 9%);

  $775 million of 7.375% Senior Unsecured Notes due 2022 at B1;
  LGD revised to (LGD 4, 62%) from (LGD 4, 65%).

Moody's expects that acquisitions will be an important part of
Post's growth strategy. But its immediate challenge is to
stabilize the company's core operating performance, which has been
weak and volatile since it was spun-off from Kraft Foods in 2008.
Heavy promotional activity has hurt industry margins in recent
years and has shifted investment away from innovation. Post's
product pipeline has since improved under the new senior
management team, but so have those of its competitors including
Kellogg Company (Baa1, negative) and General Mills (Baa1,
positive). For this reason, Moody's believes that more heavy price
promotions could lie ahead, especially in the second half of the
year.

"We expect this to be another challenging year in the branded
cereal business that will be exacerbated by external factors
including high input costs and a sustained sluggish U.S. economy,"
said Brian Weddington, Moody's Senior Credit Officer.

However, Moody's believes that the branded U.S. RTE cereal
category remains attractive based on its strong double-digit
EBITDA margins, high capacity for innovation, responsiveness to
brand investment, and moderate exposure to private label
competition.

A rating downgrade could result if debt/EBITDA is likely to be
sustained above 4.5 times or free cash flow falls below $80
million. Until the company establishes a successful track record
as a standalone entity, an upgrade is unlikely. However, over a
longer horizon, the ratings could be upgraded if Post is able to
establish and sustain stable operating performance and lower
debt/EBITDA below 3.75 times.

The principal methodology used in this rating was Global Packaged
Goods Industry published in July 2009.

Company Profile

Post Holdings, based in St. Louis Missouri, is a leading
manufacturer of branded ready-to-eat cereals that are sold in the
United States and Canada. Post is the third largest seller of RTE
cereals in the U.S. behind Kellogg and General Mills with an
approximate 10% market share by Moody's estimate. The company's
brands include Honey Bunches of Oats, Pebbles, Great Grains,
Grape-Nuts, Shredded Wheat, Raisin Bran, Golden Crisp, Aloha Bits,
and Honeycomb. For the last twelve months ended June 2012, Post
generated sales of $950 million.


PMC MARKETING: Puerto Rico Court Won't Dismiss Suit Against PREPA
-----------------------------------------------------------------
Bankruptcy Judge Brian K. Tester denied the request of Puerto Rico
Electric Power Authority to dismiss the lawsuit commenced by the
chapter 7 of PMC Marketing Corp.

PREPA asserts the complaint filed on March 2, 2012, is time barred
and must be dismissed with prejudice.  The argument is two-fold.
First, Noreen Wiscovitch Rentas, the Chapter 7 trustee, was not
appointed or elected as the permanent Trustee within the two-year
period specified in 11 U.S.C. Sec. 546(a)(1)(A).  That two-year
period expired on March 18, 2011 without a timely requested
extension.  The one-year extension period provided under section
546(a)(1)(B) only applies to a permanent trustee who is elected
within the two year period specified in section 546(a)(1)(A).
Because the Trustee was an interim trustee, she did not benefit
from the one-year term afforded a permanent trustee to file
avoidance actions pursuant to section 546(a)(1)(B).

PREPA's second argument is that 11 U.S.C. Sec. 702(b) allows
creditors to elect a permanent trustee until the 11 U.S.C. Sec.
341 meeting of creditors is concluded.  Because the meeting has
not been closed, creditors are still able to elect a permanent
trustee.  Consequently, the interim trustee has not become the
permanent trustee on or before March 18, 2011 which was the
deadline to file the complaint.

PREPA's argument as to the interim status of the Chapter 7 Trustee
hinges on the fact that the Trustee failed to conclude the meeting
when she continued the same sine die.  Therefore, her automatic
conversion from interim to permanent trustee under section 702(d)
never occurred, effectively eliminating section 546(a)(1)(B).
Left with only section 546(a)(1)(A), the interim Trustee filed her
first extension of the term to file an avoidance of a preferential
transfer on May 3, 2011, beyond the March 18, 2011 statute of
limitations.  The Trustee's Opposition cites two recent cases in
the District of Puerto Rico regarding closure of a meeting.

PREPA contends in its reply that those cases are limited to those
instances involving the 30-day exemption objection period under
Fed. R. Bankr. P. 4003(b)(1).  PREPA argues those cases are
distinguishable from the PMC case because the controversy before
those courts involved the effect of non-closure as it relates to
the exemption objection period rather than the conversion of the
interim trustee to a permanent trustee under section 702(d).

In her rebuttal, the Chapter 7 Trustee argues that she was indeed
elected as permanent trustee on Sept. 23, 2010, the date of the
last meeting, which falls well within the two year time frame of
section 546(a)(1)(A).  Because her election occurred within the
section 546(a)(1)(A) term, the Trustee argues that she is entitled
to the additional year under section 546(a)(1)(B).  Therefore, the
deadline to file avoidance actions would be Sept. 23, 2011.

The Chapter 7 Trustee also posits that a meeting cannot be
continued indefinitely, and relies on Fed. R. Bankr. P. 2003(e)
which requires the trustee announce a specific date and time for a
continuance to be effected.  Moreover, the most recent cases
addressing this issue are from the District of Puerto Rico and
unequivocally find that if the time and date of the next meeting
is not announced, the meeting is deemed closed.

Located San Juan, Puerto Rico, PMC Marketing Corp., aka Farmacias
El Amal and COD Drugs, and YMAS Inventory Management Corp. sought
Chapter 11 protection (Bankr. D. P.R. Case Nos. 09-02048 and
09-02049) on March 18, 2009.  Charles Alfred Cuprill, Esq., at PSC
Law Office represented the Debtors in their restructuring efforts.
The Debtors disclosed $10,144,505 in assets and $32,520,014 in
liabilities at the time of the filing.

On May 19, 2010, the Debtor's chapter 11 case was converted to a
chapter 7 case.  The next day, Noreen Wiscovitch Rentas was
appointed as chapter 7 interim trustee.

The Chapter 7 Trustee commenced the creditors meeting on June 30,
2010.  The meeting was continued several times with the final
meeting being held on Sept. 23, 2010. That last meeting had a
notation in the minutes reflecting a continuance "sine die."  The
Court granted four requests by the Trustee to extend the term to
file an avoidance action.  The first extension was requested on
May 3, 2011, and the last extension expired on March 20, 2012.  On
March 2, 2012, the Trustee filed the complaint.  On June 11, 2012,
PREPA filed its Motion to Dismiss, which was amended on July 10,
2012.

In declining the Motion to Dismiss, Judge Tester concluded that
the Chapter 7 Trustee has not violated section 546(a).  Judge
Tester discussed both the "bright-line" and "case-by-case"
approach adopted by the Bankruptcy Appellate Panel for the First
Circuit BAP in In re Newman, 428 B.R. 257 (B.A.P. 1st Cir.2010).

The case is NOREEN WISCOVITCH RENTAS, TRUSTEE Plaintiff, PUERTO
RICO ELECTRIC POWER AUTHORITY Defendant(s), Adv. Proc. No. 12-
00103 (Bankr. D.P.R.).  A copy of Judge Tester's Oct. 19, 2012
Opinion and Order is available at http://is.gd/aLVn5Dfrom
Leagle.com.


POST HOLDINGS: S&P Keeps B+ Rating on $1.025-Bil. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its Post Holdings Inc.
ratings remain unchanged following the $50 million increase to
Post's add-on senior unsecured notes due 2022, to $250 million
from the originally proposed $200 million. The issue-level rating
on the company's now $1.025 billion senior unsecured notes due
2022 is 'B+'. "The recovery rating remains '4', indicating our
expectation for average (30% to 50%) recovery for senior unsecured
lenders in the event of a payment default," S&P said.

"The 'B+' corporate credit rating on Post reflects our view of the
company's financial risk profile as 'aggressive' given its
significant debt obligations following its spin-off from RalCorp
Holdings Inc. (BBB-/Negative/--) early in 2012. Key credit factors
in our assessment of Post's 'weak' business risk profile include
our view of Post's narrow product portfolio, participation in the
highly competitive ready-to-eat cereal category, exposure to
volatile commodity costs, and limited brand and geographic
diversity," S&P said.

RATINGS LIST
Post Holdings Inc.
Corporate Credit Rating                B+/Stable/--

Issue Ratings Unchanged
Senior Unsecured                       B+
   Recovery Rating                      4


POST HOLDINGS: S&P Affirms 'B+' CCR on $200MM Add-On to Indenture
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and senior unsecured debt ratings on St. Louis-based Post
Holdings Inc. Its senior unsecured notes due 2022 will now total
$975 million. "The recovery rating on the senior unsecured debt
remains '4', indicating our expectation for average (30% to 50%)
recovery in the event of a payment default," S&P said.

"The outlook is stable. Pro forma for the transaction, we estimate
that the company will have about $1.1 billion in reported debt
outstanding, before any debt repayment," S&P said.

"We continue to view Post Holdings Inc.'s financial risk profile
as 'aggressive' given its significant debt obligations following
its spin-off from Ralcorp Holdings Inc. (BBB-/Negative/--) early
in 2012. Key credit factors considered in our assessment of Post's
'weak' business risk profile include our view of Post's narrow
product portfolio, participation in the highly competitive ready-
to-eat (RTE) cereal category, exposure to volatile commodity
costs, and limited brand and geographic diversity," S&P said.

"We estimate that following this debt offering, Post will have
approximately $1.2  billion of adjusted debt (including our
adjustments for operating leases and pension obligations)
outstanding, and pro forma leverage will increase to about 5.5x
for the 12 months ended June 30, 2012 from roughly $1 billion
prior to the add-on notes. However, if the company applies the
proceeds to debt reduction on its term loan, then we estimate
leverage would be closer to 4.5x," S&P said.

"We expect Post will strengthen its key credit ratios within the
next 12 months, will maintain adequate liquidity, and will
continue to generate positive discretionary cash flow," said
Standard & Poor's credit analyst Bea Chiem.


QGOG CONSTELLATION: Fitch to Rate New Unsecured Notes at 'BB-'
--------------------------------------------------------------
Fitch Ratings expects to rate QGOG Constellation S.A.'s
(Constellation or Holdco) proposed senior unsecured notes issuance
'BB-'.  Fitch has also assigned foreign and local currency Issuer
Default ratings (IDRs) of 'BB-' to Constellation.  The Rating
Outlook is Stable.  The company expects to use the proceeds from
the issuance to refinance debt at the holding company level and
for general corporate purposes.

Constellation ratings reflect the company's high consolidated
leverage and structural subordination to its operating
subsidiaries' project finance debt, which at times may limit cash
flow disbursements from the operating subsidiaries (Opcos) to the
Holdco depending on various financial covenants.  Positively,
consolidated leverage is expected to rapidly decline as the
project finance debt at the operating companies amortizes.

Constellation's ratings also reflect the stable and predictable
cash flow generation of the company's OpCos' offshore drilling
assets, which are supported by long-term contracts with investment
grade rated Petroleo Brasileiro S.A. (Petrobras; IDR 'BBB').  The
ratings also incorporate the favorable demand prospects for oil
and gas services in Brazil driven by Petrobras' aggressive capital
expenditure program as well as new exploration and production
entrants to the market.

High Initial Leverage and Adequate Liquidity

The company's pro forma consolidated leverage is considered high
for the rating category and is expected to decrease over the near
term as the debt at the OpCos rapidly amortize to levels more
consistent with the rating category.  Pro forma leverage as
measured by total debt to EBITDA is approximately 6.2x for 2012.
Fitch expects the company to lower its consolidated leverage ratio
to below 4.0x within the next few years, which is more in line
with the assigned ratings.  Total debt on a pro forma basis and
considering the proposed issuance is expected to reach
approximately USD3.2 billion by year-end 2012, while EBITDA for
this year is expected to range between USD450 million and USD500
million.  As of June 30, 2012, debt at the OpCo level amounted to
USD2.4 billion, out of approximately USD3 billion of total
consolidated debt.

Constellation's liquidity is supported by a 12 months debt service
reserve account to be funded upon completion of the proposed debt
issuance, and the company's cash on hand, which somewhat mitigates
possible disruptions of cash flow to the Holdco from the OpCos due
to debt restrictions at the OpCos.  As of June 30, 2012, cash and
cash equivalent amounted to USD437 million after subtracting a
July payment of USD428 million related to the completion of
Amaralina Star, which began operations during September 2012.  Of
the USD437 million of cash on hand, USD360 million were at the
holding company level and the balance was at the operating
companies.

Structural Subordination to Operating Companies' Debt

The potential retention of cash flows after debt service at the
OpCo level makes cash flow to the Holdco somewhat less stable and
unpredictable than the cash flow from operation of its
subsidiaries.  Most of the project finance debt at the OpCos have
cash sweep provisions and minimum debt service coverage ratios
(DSCR) (e.g. 1.2 or above) that must be met before cash flow
distributions are allowed to be made to the Holdco.  Specific
assets (Lone and Gold Star) are not permitted to distribute excess
cash to the holding company until all project finance debt is
repaid.

Cash distributions to Constellation are sensitive to the operating
performance of the OpCos' (the rigs') uptime performance.  For
example, in the case of the Alaskan-Atlantic operating assets, a
decline in the uptime rate to 95% or below from the combined 15
years historical average of 96.3% will likely prevent these assets
from distributing cash to the Holdco.  Gold and Lone Star
financing are not expected to distribute any cash to the holding
company until Gold Star is released from the associated financing
and Lone Star until all debt is paid off, which is expected to
fully amortize by 2017.  Under Fitch's base case assumption of an
average uptime rate of 95%, cash flow to be distributed to
Constellation from its OpCos is expected to average between
USD50 million and USD55 million over the next five years.  Net
distributions to Constellation are expected to increase beyond
2017 as some project finance debt is fully amortized and should
increase if uptime rates are higher than projected.

Predictable Revenues and Strong Backlog

Constellation's consolidated revenues and cash flow from
operations are stable and predictable, reflective of its long-term
contractual structure, for the most part with Petrobras.  The
company provides onshore and offshore oil and gas drilling
services through its different subsidiaries.  The average
remaining contract life for its existing majority owned offshore
drilling assets is approximately five years.  The company
currently operates seven offshore drilling units under long-term
contracts with Petrobras and an additional unit is expected to be
operational before year end.  The company also operates nine
onshore rigs, which are, for the most part, contracted with
Petrobras.  The bulk of the holding company's expected cash flow
will come from the offshore services, although cash flow from its
onshore operations will provide important support during 2012 and
2013, when cash flow from offshore assets will be weak due to
covenant rich financing at the Opco level.

Constellation's current contract backlog, excluding contract
renewal options, of approximately USD11.1 billion bodes well for
the company's credit profile as it supports cash flow
predictability.  Of the company's current backlog, USD5.1 billion
relate to the existing offshore drilling assets, where the company
has majority participation, all of which are contracted with
Petrobras.  The balance of the backlog relates to other assets
without majority participation as well as its onshore assets, two
thirds of which are contracted with Petrobras with an average
remaining contract life of approximately two years.

Strong Demand for Drilling Rigs in Brazil

Long term demand prospects for oil and gas services in Brazil,
including demand for offshore drilling rigs and production
equipment, are strong.  Driven by a government initiative to
increase the country's oil and gas production, Petrobras has
embarked on an aggressive capital investment program of up to
USD236 billion over the next four years.  Further, the government
has implemented requirement that a high percentage of the work and
materials provided for these expenditures be from 'local' sources
in order to boost economic activity.  The combination of higher
demand and the local content mandate for oil and gas related
services support long-term demand prospects for the company as
well as its ability to renew contracts at favorable rates.

Rating Drivers

Factors that could lead to a negative rating action are: Failure
to lower leverage to 4.0x or below or an overly aggressive growth
strategy that could pressure credit metrics.  Nevertheless, the
latter is somewhat mitigated by the proposed issuance's covenants.

Key considerations for a positive rating action or outlook would
be the injection of new capital into the company, depending on how
it invests the new funds and the lead time for the new investments
to generate cash flow from operations and distributions to
Constellation.

Constellation is 80.5% owned by the Queiroz Galvao family, which
in turn owns a Brazilian industrial conglomerate, and 19.5% by
Capital International Private Equity Funds (CIPEF).  The company
currently has nine land drilling rigs, four conventional and five
helicopter-transportable rigs and eight offshore rigs -- three
semisubmersible moored to operate in water depth up to 1,100
meters and three dynamic positioning for operation in water depth
up to 2,700 meters.  The company also has a 55% participation in
two additional drillships built in the Samsung shipyard in Korea,
in partnership with Alperton Capital.  The first drillships began
operating in September 2012 and the second one is expected to
begin operating before year-end 2012.  These drillships will be
capable of operating in ultra-deep-waters (UDW), that is, water
depths of up to 3,000 meters.  Constellation also has 15% equity
participate in three UDW semi-submersibles drill-ships in
partnership with Sete Brasil Participacoes S.A., which are to be
built in Brazil and operated by Constellation.  The company also
has 20% to 25% participation on three Floating Production, Storage
and Offloading (FPSO) vessels, two of which are under construction
and one currently operating in Brazil.


RCR PLUMBING: Tiger Group Liquidating Equipment
-----------------------------------------------
Tiger Group liquidates vehicles, equipment, tools, plumbing
supplies and other lots of California's RCR Plumbing and
Mechanical pursuant to a U.S. Bankruptcy Court order.

Tiger Group's Remarketing Services division, in cooperation with
Hackman Capital's Equipment Acquisition Company, is auctioning a
wide range of assets on October 30 from plumbing and pipeline
contractor RCR Plumbing and Mechanical, which filed for Chapter 11
bankruptcy protection last year.  Beginning at 9:30 a.m. (PT), the
live webcast auction will feature plumbing equipment, tools and
supplies, as well as construction equipment, forklifts, an entire
fleet of trucks, office equipment, computers, furniture and much
more.

Bidders will have the opportunity to participate in a live,
theater style auction from RCR's Riverside headquarters, which
will be simultaneously broadcast over the internet on
BidSpotter.com.  Participants will also have the ability to submit
pre-auction bids.

RCR, which voluntarily filed for Chapter 11 in October 2011 in the
U.S. Bankruptcy Court for the Central District of California,
Riverside Division, is still operating and attempting to
reorganize its business.  "The company was founded in 1977 and
grew to become one of the larger residential and commercial
contractors in the region, with millions of dollars' worth of
assets, more than 500 employees and multiple locations throughout
California and Nevada," noted Jeff Tanenbaum, president of Tiger
Remarketing Services.  "As a result, the volume and diversity of
inventory available at auction here is extraordinary."

The preview will be from 9 a.m. to 4 p.m. on Oct. 27 and Oct. 29
at 12620 Magnolia Ave. in Riverside.  There will be no inspections
on the day of the sale.

Among the lots available are more than 60 trucks and pickup
trucks, cargo vans, SUVs, trailers and other vehicles (to be
auctioned at 1 p.m. on the day of the sale) by Ford, Chevy, GMC,
Isuzu, Toyota and Nissan.  "We're talking about heavy-duty trucks
and vehicles bearing names like Silverado, Tahoe, Tundra and
Sierra, with side tool boxes, ladder racks, extended cabs and
other coveted features," explained Ken Katz, Hackman Capital's
Senior Equipment Appraiser.  "There are cargo vans, a tow truck,
and even a box truck with a 26-foot aluminum body and a 4,500-
pound hydraulic lift gate.  This is a large and diverse fleet of
vehicles befitting a contractor of RCR's size."

Construction equipment includes an excavator and a skid steer
loader by Caterpillar, as well as equipment trailers by Ziemand
and Towmaster and over 35 30' portable storage containers.  The
diverse array of plumbing tools available at auction includes more
than 35 Rothenberg and Ridgid portable pipe threaders, along with
tri-stands and assorted threading dies and equipment.  The lots
include five Ridgid copper cutting and prep machines; an extensive
array of tube and pipe-fabrication equipment by T-DRILL; dozens of
Wirsbo Uponor PEX rechargeable and hand expander tools in cases,
along with a set of Ridgid B-press tools with assorted jaws and
charger, and 58 Viega PEX 3/8"-3/4" crimping sets.

In addition, the plumbing equipment includes 13 Ridgid fiber-optic
video inspection reels with camera heads, a Ridgid Kollman K-750
sewer and drain drum machine, and an array of monitor recorders,
pipe locators, leak-detectors with transmitters, general-speed
rooters, power drain snakes, hand test pumps, soil and manual
pipe-cutters and more.  The sale also includes a wide range of
copper, brass, stainless steel and iron pipe and fittings, as well
as fixtures--from Rinnai tankless water heaters and Amerisink
toilets, to Kohler stainless-steel sinks.

Bearing names such as Craftsman, Dewalt, Makita, Milwaukee and
Greenlee, the selection of GC tools includes plate compactors,
miters and cutoff saws, concrete saws, drills and drill presses,
rotary hammers, hydraulic punch-out sets, lasers, jackhammers,
chain saws and much more.  Various corded and cordless power
tools, bench vices and power cords are available.

To round out the inventory also included will be fabrication and
machine shop equipment, warehouse equipment, an automotive service
bay with 2 above ground lifts, forklifts, 100's of ladders and
scaffolding, Office equipment and furniture are also being
auctioned, including printers, scanners, computers and laptops,
servers, tape drives, switches, telephones and conference phones,
quality office furniture and furnishings of 3 large conference
rooms.

For the complete technical specifications and digital images of
specific inventory items, visit
http://auctions.tigergroupllc.com/cgi-bin/mndetails.cgi?tigergrp55

For more information about this sale, call 800-758-8443, to speak
with an auction team member.

             About Tiger Remarketing Services Division

Tiger Remarketing Services -- http://www.TigerGroupLLC.com/-- and
its affiliates at Tiger Group provide advisory, restructuring,
valuation, disposition and auction services within a broad range
of retail, wholesale, and industrial sectors.

                       About Hackman Capital

Founded in 1986 and headquartered in Los Angeles, Hackman Capital
-- http://www.hackmancapital.com/ -- is a privately held, asset-
based investment firm that focuses on the acquisition of
industrial real estate and the purchase and sale of industrial
equipment.

                         About RCR Plumbing

Founded in 1977, Riverside, California-based RCR Plumbing and
Mechanical Inc. is one of the largest plumbing subcontractors in
the West Coast.  In 1999, RCR Plumbing was acquired by American
Plumbing and Mechanical Inc.  On Oct. 13, 2003, AMPAM and its
affiliated entities, including RCR Plumbing, filed for Chapter 11
bankruptcy (Bankr. W.D. Tex. Lead Case No. 03-55789) in San
Antonio.  Pursuant to a plan of reorganization, RCR Plumbing
received a discharge of any liability arising from contracts
completed prior to Aug. 2, 2004, the date the plan was confirmed.
The plan disaggregated RCR Plumbing from AMPAM.

RCR Plumbing filed for Chapter 11 bankruptcy (Bankr. C.D. Calif.
Case No. 11-41853) on Oct. 12, 2011.  RCR Plumbing blamed a weak
construction market and increased insurance costs.  Judge Wayne E.
Johnson oversees the case.  Evan D. Smiley, Esq., and Kyra E.
Andrassy, Esq. at Weiland, Golden, Smiley et al., serve as the
Debtor's counsel.  Sidley Austin LLP as its special labor and
employment counsel BSW & Associates as financial advisor.
Kurtzman Carson Consultants LLC serves as noticing agent.  In its
petition, RCR Plumbing estimated $10 million to $50 million in
assets and debts.  The petition was signed by Robert C. Richey,
president/CEO.

The Official Committee of Unsecured Creditors tapped Venable LLP
as its counsel.


RENT-RITE SUPER KEGS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Rent-Rite Super Kegs West Ltd.
        4800 Colorado Blvd
        Denver, CO 80216

Bankruptcy Case No.: 12-31592

Chapter 11 Petition Date: October 18, 2012

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

Judge: Howard R. Tallman

Debtor's Counsel: Jeffrey Weinman, Esq.
                  WEINMAN & ASSOCIATES, P.C.
                  730 17th Street Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  E-mail: jweinman@epitrustee.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/cob12-31592.pdf

The petition was signed by Thomas S. Wright, president.


RESIDENTIAL CAPITAL: Juniors Want to Keep Suit, Settlement Rights
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although the Residential Capital LLC creditors'
committee will likely be given authorization to poke holes in part
of the collateral securing $2.1 billion in junior secured notes,
the panel may not walk away from the Oct. 31 hearing with the
exclusive right to settle.  Last month, the committee said it
found more than $1 billion in assets that aren't proper collateral
for the junior secured notes.  The committee arranged the hearing
next week for approval to sue and the exclusive right to settle.

According to the report, ResCap and a group of the junior secured
noteholders admit that the committee has the right to sue.
However, neither wants the committee to have the exclusive right
to settle.  The committee said a lawsuit "may yield hundreds of
millions of dollars for unsecured creditors."

The report relates that both the ad hoc junior noteholder group
and ResCap want the company to retain the ability to settle,
perhaps through proposal of a Chapter 11 reorganization plan.

The report notes that ResCap wass set to hold auctions Oct. 23
where Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business.  Berkshire Hathaway Inc. is to be
the stalking horse for the remaining portfolio of mortgages.  A
hearing to approve the sales is set for Nov. 5.

The Bloomberg report discloses that the $2.1 billion in third-lien
9.625% secured notes due 2015 traded at 2:35 p.m. on Oct. 22 for
102.063 cents on the dollar, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.
The $473.4 million of ResCap senior unsecured notes due April 2013
traded at 11:40 p.m. Oct. 22 for 26.875 cents on the dollar,
according to Trace.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap is selling its mortgage origination and servicing
businesses and its legacy portfolio, consisting mainly of mortgage
loans and other residual financial assets.  At the onset of the
bankruptcy case, ResCap struck a deal with Nationstar Mortgage LLC
for the mortgage origination and servicing businesses, and with
Ally Financial for the legacy portfolio.  Together, the asset
sales are expected to generate roughly $4 billion in proceeds.

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23 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).


RICHFIELD EQUITIES: Committee Can Retain Wolfson Bolton as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized the Official Committee of Unsecured Creditors of
Richfield Equities, L.L.C., et al., to retain Wolfson Bolton PLLC
as counsel for the Committee, nunc pro tunc to Oct. 16, 2012.

WB will, among others:

  (1) advise and consult with the Committee and Debtors and other
      parties in interest concerning: (i) the proposed sale of
      Debtors' assets; (ii) questions arising out of the
      administration of Debtors' bankruptcy estates; (iii) the
      rights and remedies of the Committee and its constituents
      vis-a-vis the assets of Debtors' bankruptcy estates and the
      administration of these cases; (iv) the formulation of plans
      of reorganization; and (v) the claims and interests of
      secured and unsecured creditors, equity holders, insiders,
      Debtors' affiliates, and other parties-in-interest in the
      Chapter 11 cases;

  (2) analyze, appear for, prosecute, defend, and represent the
      Committee in contested matters and adversary proceedings
      arising in or related to the Chapter 11 cases; and

  (3) generally represent the Committee with respect to these
      cases and related proceedings, and assist the Committee as
      appropriate with respect to the matters identified in
      Section 1103 of the Bankruptcy Code.

To the best of the Committee's knowledge, the attorneys of WB do
not represent any other party in connection with the Chapter 11
cases and hold no interest adverse to the interest of Debtors and
Debtors' estates, the creditors of Debtors, their respective
attorneys, the Office of the United States Trustee, or the
employees of the Office of the United States Trustee, and have no
connection with these persons and entities.

The presently hourly rates of WB's attorneys and legal assistants
are:

          Members                       $385 to $395
          Associates and Of Counsel     $185 to $345
          Paralegals                        $150

It is anticipated that WB's primary attorneys who will be leading
this engagement and their hourly rates are:

        Scott A. Wolfson, Esq.              $395
        Anthony J. Kochis, Esq.             $255
        Valerie R. Jackson, Esq.            $185

                     About Richfield Equities

Richfield Equities, L.L.C., Richfield Landfill, Inc., Richfield
Management, L.L.C., and Waste Away Disposal, L.L.C., each filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case Nos. 12-33788 to 12-33791) on
Sept. 18.

Flint, Mich.-based Richfield Equities is a limited liability
company that directly owns 100% of the ownership interests of each
of Richfield Landfill, Richfield Management, and Waste Away
Disposal.  Debtors are a vertically-integrated solid waste
collection, transfer, disposal, and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan.  The
Debtors' operations include two (2) landfills, two (2) transfer
stations, and collection and hauling operations.

For the 12 months ending April 30, 2012, the Debtors recorded
gross revenue of $26.1 million and incurred net losses of
$2.5 million.  The Debtors are projecting consolidated gross
revenue of $27.2 million for 2012.

The Debtors' consolidated balance sheet shows that as of April 30,
2012, the Debtors had total assets of approximately $37.1 million
and total liabilities of approximately $41.8 million.

As of the Petition Date, the total outstanding principal amount
owed to Comerica Bank was approximately $18 million plus
contingent reimbursement obligations of $8.3 million under
applications for letters of credit issued by the Bank.  The
obligations under the Prepetition Credit Documents are secured by
substantially all of the assets of the Debtors and were guaranteed
by each of Landfill, Management, and Waste Away, as well as other
non-debtor individuals and non-operating entities.

For the last approximately 15 months, the Debtors, with the
assistance of their investment banker, have been engaged in a
process to sell some or all of their assets and business
operations.

The Debtors intend to continue to pursue transactions for the sale
of substantially all of their assets in the Chapter 11 cases.

Joseph M Fischer, Esq., Robert A Weisberg, Esq., and Christopher A
Grosman, Esq., at Carson Fischer PLC, in Bloomfield Hills,
Michigan, represent the Debtors as counsel.

Wolfson Bolton PLLC represents the the Official Committee of
Unsecured Creditors of Richfield Equities, L.L.C., et al., as
counsel.

Judge Daniel S. Opperman oversees the cases.

The Debtors' cases are jointly administered, for procedural
purposes only, under Case No. 12-33788, which is the case number
assigned to Richfield Equities, L.L.C.


RICHFIELD EQUITIES: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Richfield Equities, L.L.C., filed with the U.S. Bankruptcy Court
for the Eastern District of Michigan its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $10,153,972
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $18,498,825
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                    $10,153,972      $18,498,825

A copy of the Schedules is available at:

          http://bankrupt.com/misc/richfield.doc101.pdf

The Debtor also filed a Statement of financial affairs, a copy of
which is available at:

          http://bankrupt.com/misc/richfield.doc102.pdf

                     About Richfield Equities

Richfield Equities, L.L.C., Richfield Landfill, Inc., Richfield
Management, L.L.C., and Waste Away Disposal, L.L.C., each filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case Nos. 12-33788 to 12-33791) on
Sept. 18.

Flint, Mich.-based Richfield Equities is a limited liability
company that directly owns 100% of the ownership interests of each
of Richfield Landfill, Richfield Management, and Waste Away
Disposal.  Debtors are a vertically-integrated solid waste
collection, transfer, disposal, and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan.  The
Debtors' operations include two (2) landfills, two (2) transfer
stations, and collection and hauling operations.

For the 12 months ending April 30, 2012, the Debtors recorded
gross revenue of $26.1 million and incurred net losses of
$2.5 million.  The Debtors are projecting consolidated gross
revenue of $27.2 million for 2012.

The Debtors' consolidated balance sheet shows that as of April 30,
2012, the Debtors had total assets of approximately $37.1 million
and total liabilities of approximately $41.8 million.

As of the Petition Date, the total outstanding principal amount
owed to Comerica Bank was approximately $18 million plus
contingent reimbursement obligations of $8.3 million under
applications for letters of credit issued by the Bank.  The
obligations under the Prepetition Credit Documents are secured by
substantially all of the assets of the Debtors and were guaranteed
by each of Landfill, Management, and Waste Away, as well as other
non-debtor individuals and non-operating entities.

For the last approximately 15 months, the Debtors, with the
assistance of their investment banker, have been engaged in a
process to sell some or all of their assets and business
operations.

The Debtors intend to continue to pursue transactions for the sale
of substantially all of their assets in the Chapter 11 cases.

Joseph M Fischer, Esq., Robert A Weisberg, Esq., and Christopher A
Grosman, Esq., at Carson Fischer PLC, in Bloomfield Hills,
Michigan, represent the Debtors as counsel.

Wolfson Bolton PLLC represents the the Official Committee of
Unsecured Creditors of Richfield Equities, L.L.C., et al., as
counsel.

Judge Daniel S. Opperman oversees the cases.

The Debtors' cases are jointly administered, for procedural
purposes only, under Case No. 12-33788, which is the case number
assigned to Richfield Equities, L.L.C.


RICHFIELD EQUITIES: CCG Asks Lift Stay to Repossess Equipment
-------------------------------------------------------------
Commercial Credit Group Inc., a secured creditor of Richfield
Equity, L.L.C., et al., asks the U.S. Bankruptcy Court for the
Eastern District of Michigan to lift the automatic stay to allow
CCG to repossess the following property of the Debtors:

  1. Caterpillar Model D8TLGP WA Dozer Serial No. KPZ00972
     ("Cat Dozer") which secures obligations of Richfield
     Landfill, Inc. amounting to $214,174.92 as of the Petition
     Date.

  2. 2003 Caterpillar 836G Landfill Compactor Serial No.
     7MZ00492 which secures obligations of Richfield Landfill,
     Inc., amounting to $285,89.87 as of the Petition Date.

  3. 2006 Caterpillar 300CL Crawler Mounted Hydraulic Excavator
     Serial NO. GKX00221 ("Cat Crawler") which secures obligations
     of Waste Away Disposal, L.L.C., amounting to $92,861.77 as of
     the Petition Date.

CCG states that since the Debtors have not made payments on the
Property (since the Petition Date) and the value of the Property
declines daily, the value of CCG's interest in the Property is not
adequately protected.

To the extent that the Debtors continue to use or retain the
collateral, the Court should order the Debtors to adequately
protect CCG's interest in the Property by making adequate
protection payments in the form of Note Payments, and allow
contractual interest and costs, inclusive of attorney's fees,
under Section 506(b) of the Bankruptcy Code.

                     About Richfield Equities

Richfield Equities, L.L.C., Richfield Landfill, Inc., Richfield
Management, L.L.C., and Waste Away Disposal, L.L.C., each filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case Nos. 12-33788 to 12-33791) on
Sept. 18.

Flint, Mich.-based Richfield Equities is a limited liability
company that directly owns 100% of the ownership interests of each
of Richfield Landfill, Richfield Management, and Waste Away
Disposal.  Debtors are a vertically-integrated solid waste
collection, transfer, disposal, and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan.  The
Debtors' operations include two (2) landfills, two (2) transfer
stations, and collection and hauling operations.

For the 12 months ending April 30, 2012, the Debtors recorded
gross revenue of $26.1 million and incurred net losses of
$2.5 million.  The Debtors are projecting consolidated gross
revenue of $27.2 million for 2012.

The Debtors' consolidated balance sheet shows that as of April 30,
2012, the Debtors had total assets of approximately $37.1 million
and total liabilities of approximately $41.8 million.

As of the Petition Date, the total outstanding principal amount
owed to Comerica Bank was approximately $18 million plus
contingent reimbursement obligations of $8.3 million under
applications for letters of credit issued by the Bank.  The
obligations under the Prepetition Credit Documents are secured by
substantially all of the assets of the Debtors and were guaranteed
by each of Landfill, Management, and Waste Away, as well as other
non-debtor individuals and non-operating entities.

For the last approximately 15 months, the Debtors, with the
assistance of their investment banker, have been engaged in a
process to sell some or all of their assets and business
operations.

The Debtors intend to continue to pursue transactions for the sale
of substantially all of their assets in the Chapter 11 cases.

Joseph M Fischer, Esq., Robert A Weisberg, Esq., and Christopher A
Grosman, Esq., at Carson Fischer PLC, in Bloomfield Hills,
Michigan, represent the Debtors as counsel.

Wolfson Bolton PLLC represents the the Official Committee of
Unsecured Creditors of Richfield Equities, L.L.C., et al., as
counsel.

Judge Daniel S. Opperman oversees the cases.

The Debtors' cases are jointly administered, for procedural
purposes only, under Case No. 12-33788, which is the case number
assigned to Richfield Equities, L.L.C.


RICHFIELD EQUITIES: Can Employ Carson Fischer as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Richfield Equities, L.L.C., et al., to employ Carson
Fischer, P.L.C., as attorneys for the Debtors, effective as of
Sept. 18, 2012.

Carson Fischer will provide, among others, these services:

  1. Providing information to the Debtors with regard to their
     duties and responsibilities as required by the Bankruptcy
     Code and as debtors-in-possession;

  2. Assisting in the preparation of schedules and statements of
     affairs;

  3. Assisting in the preparation of business plans; and

  4. Pursuing any and all claims of the Debtors against third
     parties, including, but not limited to, preferences,
     fraudulent conveyances, and accounts receivable.

Carson Fischer's professionals bill:

     Partners                         $350-$500 per hour
     Associates                       $175-$345 per hour
     Law Clerks/Legal Assistants/
       Professionals                  $110-$130 per hour

Carson Fischer does not hold or represent an interest adverse to
the estates, and is disinterested as defined in Section 101(14) of
the Bankruptcy Code and as provided in Section 327(a) of the
Bankruptcy Code and Rule 2014(a) of the Federal Rules of
Bankruptcy Procedure.

                     About Richfield Equities

Richfield Equities, L.L.C., Richfield Landfill, Inc., Richfield
Management, L.L.C., and Waste Away Disposal, L.L.C., each filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case Nos. 12-33788 to 12-33791) on
Sept. 18.

Flint, Mich.-based Richfield Equities is a limited liability
company that directly owns 100% of the ownership interests of each
of Richfield Landfill, Richfield Management, and Waste Away
Disposal.  Debtors are a vertically-integrated solid waste
collection, transfer, disposal, and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan.  The
Debtors' operations include two (2) landfills, two (2) transfer
stations, and collection and hauling operations.

For the 12 months ending April 30, 2012, the Debtors recorded
gross revenue of $26.1 million and incurred net losses of
$2.5 million.  The Debtors are projecting consolidated gross
revenue of $27.2 million for 2012.

The Debtors' consolidated balance sheet shows that as of April 30,
2012, the Debtors had total assets of approximately $37.1 million
and total liabilities of approximately $41.8 million.

As of the Petition Date, the total outstanding principal amount
owed to Comerica Bank was approximately $18 million plus
contingent reimbursement obligations of $8.3 million under
applications for letters of credit issued by the Bank.  The
obligations under the Prepetition Credit Documents are secured by
substantially all of the assets of the Debtors and were guaranteed
by each of Landfill, Management, and Waste Away, as well as other
non-debtor individuals and non-operating entities.

For the last approximately 15 months, the Debtors, with the
assistance of their investment banker, have been engaged in a
process to sell some or all of their assets and business
operations.

The Debtors intend to continue to pursue transactions for the sale
of substantially all of their assets in the Chapter 11 cases.

Joseph M Fischer, Esq., Robert A Weisberg, Esq., and Christopher A
Grosman, Esq., at Carson Fischer PLC, in Bloomfield Hills,
Michigan, represent the Debtors as counsel.

Wolfson Bolton PLLC represents the the Official Committee of
Unsecured Creditors of Richfield Equities, L.L.C., et al., as
counsel.

Judge Daniel S. Opperman oversees the cases.

The Debtors' cases are jointly administered, for procedural
purposes only, under Case No. 12-33788, which is the case number
assigned to Richfield Equities, L.L.C.


RICHFIELD EQUITIES: Hiring Quarton Partners as Investment Banker
----------------------------------------------------------------
Richfield Equities, L.L.C., asks the U.S. Bankruptcy Court for the
Eastern Michigan for authorization to employ Quarton Partners as
investment banker for the Debtors.

Quarton will render these financial advisory services, as needed:

   i. assist the Company assist the Company in analyzing and
      evaluating the business, operations and financial position
      of the Company;

  ii. assist the Company in the preparation of an offering
      memorandum relating to the proposed Disposition of the
      Company for distribution and presentation to potential
      purchasers;

iii. assist the Company in the preparation and implementation of
      a marketing plan with respect to the proposed Disposition of
      the Company;

  iv. assist the Company in the screening of interested potential
      purchasers;

   v. assist the Company in coordinating the materials and
      information to be made available to potential purchasers and
      with prospective purchasers' due diligence investigations;

  vi. assist the Company in evaluating proposals which are
      received from potential purchasers;

vii. counsel the Company as to strategy and tactics for
      negotiating with potential purchasers and, if requested by
      the Company, participate in negotiations relating to any
      proposed disposition; and

viii. advise the Company with respect to the form and structure
      of, and consideration to be received in, the proposed
      disposition.

The Debtors believe that Quarton is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code and
is modified by Section 1107(b) of the Bankruptcy Code.

Quarton will be compensated on a transaction fee basis in
accordance with the terms of the Engagement Letter, a copy of
which is available at:

          http://bankrupt.com/misc/richfield.doc62.pdf

                     About Richfield Equities

Richfield Equities, L.L.C., Richfield Landfill, Inc., Richfield
Management, L.L.C., and Waste Away Disposal, L.L.C., each filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case Nos. 12-33788 to 12-33791) on
Sept. 18.

Flint, Mich.-based Richfield Equities is a limited liability
company that directly owns 100% of the ownership interests of each
of Richfield Landfill, Richfield Management, and Waste Away
Disposal.  Debtors are a vertically-integrated solid waste
collection, transfer, disposal, and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan.  The
Debtors' operations include two (2) landfills, two (2) transfer
stations, and collection and hauling operations.

For the 12 months ending April 30, 2012, the Debtors recorded
gross revenue of $26.1 million and incurred net losses of
$2.5 million.  The Debtors are projecting consolidated gross
revenue of $27.2 million for 2012.

The Debtors' consolidated balance sheet shows that as of April 30,
2012, the Debtors had total assets of approximately $37.1 million
and total liabilities of approximately $41.8 million.

As of the Petition Date, the total outstanding principal amount
owed to Comerica Bank was approximately $18 million plus
contingent reimbursement obligations of $8.3 million under
applications for letters of credit issued by the Bank.  The
obligations under the Prepetition Credit Documents are secured by
substantially all of the assets of the Debtors and were guaranteed
by each of Landfill, Management, and Waste Away, as well as other
non-debtor individuals and non-operating entities.

For the last approximately 15 months, the Debtors, with the
assistance of their investment banker, have been engaged in a
process to sell some or all of their assets and business
operations.

The Debtors intend to continue to pursue transactions for the sale
of substantially all of their assets in the Chapter 11 cases.

Joseph M Fischer, Esq., Robert A Weisberg, Esq., and Christopher A
Grosman, Esq., at Carson Fischer PLC, in Bloomfield Hills,
Michigan, represent the Debtors as counsel.

Wolfson Bolton PLLC represents the the Official Committee of
Unsecured Creditors of Richfield Equities, L.L.C., et al., as
counsel.

Judge Daniel S. Opperman oversees the cases.

The Debtors' cases are jointly administered, for procedural
purposes only, under Case No. 12-33788, which is the case number
assigned to Richfield Equities, L.L.C.


RICHFIELD EQUITIES: Court Approves Appointment of J. Beard as CRO
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Richfield Equities, L.L.C., to continue employing
certain personnel of Huron Consulting Services, effective as of
the Petition Date, as interim management personnel of the Debtors.
The Court also approved the designation of Jeffrey M. Beard as
chief restructuring officer of the Debtors, effective as of the
Petition Date.

Huron will provide, among others, these restructuring support
services:

   a. evaluating the Company's liquidity status and assisting
      management with their existing cash forecast and related
      short term liquidity requirements;

   b. preparing rolling 13 week cashflow projections;

   c. continued assistance to the Company and its legal counsel as
      necessary with the managements of these cases under Chapter
      11 of the Bankruptcy Code.  Without limitation, the
      assistance will consist of matters relating to first day
      motions including preparation of a DIP budget and in all
      respects of DIP financing, assisting with reporting
      requirements; assisting in preparation of plan(s) of
      reorganization and, where approved and appropriate, in any
      and all aspects of the Chapter 11 cases;

   d. negotiating with the Company's lenders and other
      stakeholders for the purpose of restructuring various
      liabilities of the Company; and

   e. working with management, members and other professionals to
      manage and monitor the prospective sale(s) of the Company or
      its assets pursuant to Section 363(b) of the Bankruptcy Code
      or otherwise.

Huron's current hourly rates are:

                 Jeffrey M. Beard          $475
                 Directors                 $385
                 Managers                  $300
                 Associates                $245

The Debtors believe that Huron does not hold any interests which
are adverse to the Debtors or their estates.

                     About Richfield Equities

Richfield Equities, L.L.C., Richfield Landfill, Inc., Richfield
Management, L.L.C., and Waste Away Disposal, L.L.C., each filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case Nos. 12-33788 to 12-33791) on
Sept. 18.

Flint, Mich.-based Richfield Equities is a limited liability
company that directly owns 100% of the ownership interests of each
of Richfield Landfill, Richfield Management, and Waste Away
Disposal.  Debtors are a vertically-integrated solid waste
collection, transfer, disposal, and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan.  The
Debtors' operations include two (2) landfills, two (2) transfer
stations, and collection and hauling operations.

For the 12 months ending April 30, 2012, the Debtors recorded
gross revenue of $26.1 million and incurred net losses of
$2.5 million.  The Debtors are projecting consolidated gross
revenue of $27.2 million for 2012.

The Debtors' consolidated balance sheet shows that as of April 30,
2012, the Debtors had total assets of approximately $37.1 million
and total liabilities of approximately $41.8 million.

As of the Petition Date, the total outstanding principal amount
owed to Comerica Bank was approximately $18 million plus
contingent reimbursement obligations of $8.3 million under
applications for letters of credit issued by the Bank.  The
obligations under the Prepetition Credit Documents are secured by
substantially all of the assets of the Debtors and were guaranteed
by each of Landfill, Management, and Waste Away, as well as other
non-debtor individuals and non-operating entities.

For the last approximately 15 months, the Debtors, with the
assistance of their investment banker, have been engaged in a
process to sell some or all of their assets and business
operations.

The Debtors intend to continue to pursue transactions for the sale
of substantially all of their assets in the Chapter 11 cases.

Joseph M Fischer, Esq., Robert A Weisberg, Esq., and Christopher A
Grosman, Esq., at Carson Fischer PLC, in Bloomfield Hills,
Michigan, represent the Debtors as counsel.

Wolfson Bolton PLLC represents the the Official Committee of
Unsecured Creditors of Richfield Equities, L.L.C., et al., as
counsel.

Judge Daniel S. Opperman oversees the cases.

The Debtors' cases are jointly administered, for procedural
purposes only, under Case No. 12-33788, which is the case number
assigned to Richfield Equities, L.L.C.


RICHFIELD EQUITIES: Can Employ KCC as Claims and Noticing Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Richfield Equities, L.L.C.,, et al., to employ Kurtzman
Carson Consultants LLC as Claims, Noticing and Balloting Agent.

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

A copy of the KCC Corporate Restructuring Fee Structure is
available at http://bankrupt.com/misc/richfield.doc12.pdf

                     About Richfield Equities

Richfield Equities, L.L.C., Richfield Landfill, Inc., Richfield
Management, L.L.C., and Waste Away Disposal, L.L.C., each filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case Nos. 12-33788 to 12-33791) on
Sept. 18.

Flint, Mich.-based Richfield Equities is a limited liability
company that directly owns 100% of the ownership interests of each
of Richfield Landfill, Richfield Management, and Waste Away
Disposal.  Debtors are a vertically-integrated solid waste
collection, transfer, disposal, and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan.  The
Debtors' operations include two (2) landfills, two (2) transfer
stations, and collection and hauling operations.

For the 12 months ending April 30, 2012, the Debtors recorded
gross revenue of $26.1 million and incurred net losses of
$2.5 million.  The Debtors are projecting consolidated gross
revenue of $27.2 million for 2012.

The Debtors' consolidated balance sheet shows that as of April 30,
2012, the Debtors had total assets of approximately $37.1 million
and total liabilities of approximately $41.8 million.

As of the Petition Date, the total outstanding principal amount
owed to Comerica Bank was approximately $18 million plus
contingent reimbursement obligations of $8.3 million under
applications for letters of credit issued by the Bank.  The
obligations under the Prepetition Credit Documents are secured by
substantially all of the assets of the Debtors and were guaranteed
by each of Landfill, Management, and Waste Away, as well as other
non-debtor individuals and non-operating entities.

For the last approximately 15 months, the Debtors, with the
assistance of their investment banker, have been engaged in a
process to sell some or all of their assets and business
operations.

The Debtors intend to continue to pursue transactions for the sale
of substantially all of their assets in the Chapter 11 cases.

Joseph M Fischer, Esq., Robert A Weisberg, Esq., and Christopher A
Grosman, Esq., at Carson Fischer PLC, in Bloomfield Hills,
Michigan, represent the Debtors as counsel.

Wolfson Bolton PLLC represents the the Official Committee of
Unsecured Creditors of Richfield Equities, L.L.C., et al., as
counsel.

Judge Daniel S. Opperman oversees the cases.

The Debtors' cases are jointly administered, for procedural
purposes only, under Case No. 12-33788, which is the case number
assigned to Richfield Equities, L.L.C.




RYYZ LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: RYYZ, LLC
        dba West Brook Apartments
        1257 Ocean Parkway
        Brooklyn, NY 11230

Bankruptcy Case No.: 12-47383

Chapter 11 Petition Date: October 18, 2012

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Rick Aaron Steinberg, Esq.
                  NOWELL AMOROSO KLEIN BIERMAN, P.A.
                  155 Polifly Road, 3rd Floor
                  Hackensack, NJ 07601
                  Tel: (201) 343-5001
                  Fax: (201) 343-5181
                  E-mail: rsteinberg@nakblaw.com

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

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

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

The petition was signed by Nediva Schwarz, managing member.

Affiliate that sought Chapter 11 protection:

   Debtor              Case No.
   ------              --------
RYYZ 2, Corp.          12-47384
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000


SAAB CARS: Ally Objects to Chapter 11 Liquidation Plan
------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that Ally Financial Inc.
launched an objection Friday to Saab Cars North America Inc.'s
recently submitted Chapter 11 liquidation plan and asked the
Delaware bankruptcy court to defer its consideration until the
lending giant finalizes a plan of its own.

Bankruptcy Law360 relates that Ally claims SCNA and the committee
of unsecured creditors filed a joint liquidation plan Wednesday to
keep the lender from playing a meaningful part in the resolution
of the bankruptcy process, despite its status as the estate's
largest creditor.

                        About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SCS HOLDINGS: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to San Antonio, Texas-based SCS Holdings I Inc.
("Sirius"). The outlook is stable.

"We also assigned our 'B+' issue-level and '3' recovery ratings to
Sirius' proposed $340 million senior secured term loan B, maturing
2018. The '3' recovery rating indicates our expectations for
meaningful (50% to 70%) recovery in the event of payment default,"
S&P said.

The company intends to use proceeds of the debt issuance largely
to redeem its existing preferred equity, including accrued
dividends, and to repay existing debt outstanding.

"The ratings on SCS Holdings I Inc. And its wholly owned
subsidiary, Sirius Computer Solutions Inc., reflect the company's
'weak' business risk profile and 'aggressive' financial risk
profile under our criteria, incorporating the proposed
recapitalization and redemption of preferred stock, and our view
that the company's private equity ownership structure is likely to
preclude sustained deleveraging," said Standard & Poor's credit
analyst Martha Toll-Reed.

"Sirius provides its customers hardware, software, and services
that enable the use of mission-critical applications, including
data storage, network security, network access, application
development, and web hosting. The U.S. computer solutions provider
market is very fragmented and highly competitive. The company
reported revenues of $885.6 million in fiscal 2011, up more than
40% from the prior year (including acquisitions). Sirius' weak
business risk profile reflects the company's relatively narrow
product base and geographic presence, with significant supplier
concentration. Nevertheless, Sirius' market position as a national
value-added reseller (VAR) with significant investments in sales
and technical training provides a relative competitive advantage
against smaller participants, and has enabled the company to gain
market share. We anticipate flat-to-modest, year-over-year near-
term revenue and EBITDA growth. Sirius' quarterly revenues and
EBITDA are somewhat seasonal, and vulnerable to potential weakness
in U.S. information technology (IT) spending. However, based on a
history of effective cost management, we expect the company to
maintain consistent annual EBITDA margins in the 8% to 9% range,
which is good for its peer group," S&P said.

"The outlook is stable, reflecting our expectation that Sirius
will maintain consistent profitability, with modest free operating
cash flow. A decline in IT spending, leading to increased
competition and diminished operating earnings, with sustained
leverage in excess of the mid-5x level or FOCF to debt approaching
a mid-single-digit percentage could lead to lower ratings. Ratings
upside is limited by our view that the company's ownership
structure is likely to preclude sustained deleveraging," S&P said.


SHALE-INLAND HOLDINGS: S&P Assigns 'B' Corp. Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Houston-based Shale-Inland Holdings LLC. The
outlook is stable.

"At the same time, we assigned our 'B-' issue-level rating to the
company's proposed $250 million senior secured notes due 2019. We
assigned a recovery rating on the notes of '5', indicating our
expectation of modest (10%-30%) recovery for bondholders in the
event of a payment default under our recovery scenario. The notes
are being sold pursuant to Rule 144a without registration rights,"
S&P said.

"The corporate credit rating takes into account our view of the
company's business risk profile as 'vulnerable' and its financial
risk profile as 'aggressive,' said credit analyst Gayle Bowerman.
"We based Shale-Inland's business risk score on the company's
relatively small size and scope; its participation in the highly
fragmented and competitive industrial metals distribution
business; its exposure to cyclical end markets; and the potential
for execution risk since the firm has a limited operating history
as an independent entity. Still, we expect some cash flow
stability because the company derives a large share of revenues
from maintenance, operations, and repair (MRO)-related sales to an
established customer base."

"Our stable rating outlook reflects our view that increasing end-
market demand for the company's niche products will produce EBITDA
in the range of $60 million to $70 million over the next 12-18
months, which will support credit metrics that are in line with
the 'B' corporate credit rating. This view takes into account the
company's small size and scope; lack of operating traction as an
independent company; increased interest burden; and growing
working capital needs. We expect leverage to be about 4.8x at year
end with FFO-to-debt of about 12%, which we consider to be in line
with our assessment of the company's aggressive financial risk
profile," S&P said.


SOLYNDRA LLC: Court Confirms Plan Over Government's Objection
-------------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that a
bankruptcy judge Monday confirmed Solyndra LLC's Chapter 11 plan,
brushing aside protests from the Department of Energy, which
stands to lose most of the $527 million in taxpayer dollars it
risked on the company.

                        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.


SUNDALE CONSOLIDATED: Case Summary & Creditors List
---------------------------------------------------
Debtor: Sundale Consolidated
        9100 North Kendall Drive
        Miami, FL 33176

Bankruptcy Case No.: 12-34958

Chapter 11 Petition Date: October 18, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Demetrios C. Kirkiles, Esq.
                  LAW FIRM OF DEMETRIOS C. KIRKILES
                  1619 S. Andrews Avenue
                  Ft. Lauderdale, FL 33316
                  Tel: (954) 463-6500
                  E-mail: kirkileslaw@bellsouth.net

Estimated Assets: $0 to $50,000

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

The petition was signed by Phil Scutieri, president.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Samjaz Welleby, LLC                9100 North Kendall  $10,652,407
3001 W. Hallandale Beach           Drive
Boulevard,#300                     Miami, FL 33176
Pembroke Park, FL 33009

Florida Associates Capital         9100 North Kendall   $4,650,000
Enterprises, LLC                   Drive
888 West 6th Street, 8th Floor     Miami, FL 33176
Los Angeles, CA 90071

Miami Dade County Tax Collection   Monthly Taxes           $31,000
140 W. Flagler Street, Room 1202
Tourist Dev. Tax Section
Miami, FL 33130

FPL, Co.                           Vendor                  $18,492

Payroll Taxes                      --                      $12,143

Miami Dade Water and Sewer Dept.   Vendor                   $8,343

Sterling and Sterling Insurance    Vendor                   $4,444

Magnuson Hotels                    Vendor                   $3,185

A & S Suppliers Inc.               Vendor                   $2,859

Aquaphoria Aquariums, Inc.         Vendor                   $2,662

Archer Elevators Corp.             Vendor                   $2,600

Ecolab                             Vendor                   $2,415

Wald and Cohen, P.A. CPA           Vendor                   $1,938

O-Gee Paint Bird Road              Vendor                   $1,749

American Hotel Register Co.        Vendor                   $1,248

CHI Alarms, Inc.                   Vendor                   $1,615

Earthlink Business/DeltaCom        Vendor                   $1,356

Cardona's Pest Control             --                       $1,145

CIT Technology                     Vendor                   $1,143

Quill.com                          Vendor                     $631


SPECTRUM BRANDS: Fitch Rates $1.8 Billion New Debt 'BB-'
--------------------------------------------------------
Spectrum Brands, Inc. will be issuing $1.840 billion in new debt
primarily to finance the acquisition of Stanley Black & Decker's
Hardware & Home Improvement Group (HHI) which was announced on
Oct. 9, 2012.  The acquisition's price is approximately $1.4
billion (7.4x June 30, 2012 LTM EBITDA).  The $1.840 billion in
proceeds will be used to pay approximately $1.4 billion for the
HHI acquisition, repay $370 million in existing term loans with
the remainder for related fees and expenses.
The new facilities are expected to close within the next three
months and are outlined below and are assigned the following
ratings:

  -- $700 million seven-year senior secured term loan 'BB-';
  -- $100 million CAD seven-year senior secured term loan 'BB-';
  -- $1,040 million senior unsecured note 'BB-'.

The term loans are guaranteed by SB/RH Holdings, LLC (Spectrum's
immediate parent company) and each of Spectrum's domestic
subsidiaries.  There is a first lien on substantially all assets
(excluding A/R and inventory) plus a 65% pledge of equity from
first-tier foreign subsidiaries.  The term loans have a second
lien on A/R and inventory with the $300 million asset-based loan
having the first lien on these assets.  There are no financial
maintenance covenants on these loans which is a change from the
existing term loan.  There is a $350 million accordion feature
subject to a senior secured leverage covenant of 3.25x.  Pricing
for the term loans is to be determined but is subject to a 1.25%
LIBOR floor.

The terms and conditions of the senior unsecured note will mirror
those of the existing $300 million, 6.75% senior unsecured notes.
Pricing is to be determined.

Fitch will withdraw ratings on the existing $370 million senior
secured term loan upon repayment.

Rating Rationale:

Spectrum's 'BB-' rating and Stable Outlook is supported by its
solid track record of improving margins, low single-digit organic
growth rates since 2009, and ample levels of free cash flow (FCF)
which has been used to reduce debt.  In purchasing HHI, Spectrum
adds an established entity with higher EBITDA margins and with
less seasonal FCF.  Further, in HHI there is minimal integration
risk and synergy expectations, and both companies have the same
value-based product offerings and go-to-market strategy.  Spectrum
remains committed to deleveraging and is expected to apply the
additional profits from the acquisition towards debt reduction.

Rating Outlook:

There is no room in Spectrum's rating for any further material
debt or leveraging transaction.  Adding leverage in a slowing
global economy sounds a note of caution with Fitch despite the
expectation of marked improvements in FCF with the acquisition and
management's commitment to deleveraging.  Fitch expects FCF to
decline moderately in 2013 given acquisition-related fees and
modest integration spending but that FCF will increase markedly
over 2012's $150 million in 2014.  Leverage is also likely to
trend higher at the end of 2013 without a full year of HHI's
performance but improve markedly in 2014.  Spectrum generates the
bulk of its FCF in the fourth quarter and much of that has been
used to voluntarily reduce debt; Fitch expects this to continue.

Corporate Governance:

Spectrum is a controlled company with limited independent
directors and has a 57.5% majority owner in Harbinger Group, Inc.
(NYSE: HRG).  HRG (rated 'B'; Stable Outlook) is a publicly listed
entity controlled by funds managed by or affiliated with Harbinger
Capital Partners LLC (collectively 'Harbinger Capital'), a hedge
fund.  Harbinger Capital owns approximately 93% of HRG. HRG is a
holding company primarily focused on obtaining longer term,
controlling equity stakes in other companies.  To that end, HRG
uses the value of its portfolio investments as collateral for its
own debt. HRG has pledged its Spectrum shares as part of the
collateral for its 10.625%, $500 million notes.

From a rating perspective the concern exists that Spectrum's
leverage could increase to fund other HRG acquisitions or its cash
flows diminish through heavy share repurchases or dividends which
might lessen credit protection measures.  Fitch believes this is
mitigated by incurrence and maintenance covenants in both
Spectrum's and HRG's debt facilities, as well as HRG's focus on
keeping debt levels moderate at its portfolio companies in order
to maintain their value as collateral.  At the HRG level, in order
to use a portfolio company's values as collateral, it has to
maintain certain collateral coverage levels.  HRG currently has a
comfortable cushion over its requirement to maintain the fair
market of collateral to secured debt of at least 2.5x.  Fitch
monitors HRG's covenant cushion and compliance as part of
Spectrum's rating.

To secure funds, Harbinger Capital Partners Master Fund I, Ltd.,
which owns 50.9% of HRG on a fully diluted basis, has also pledged
all of its shares in HRG together with securities of other
issuers.  If there was a foreclosure or sale of the HRG shares
pledged as collateral, it would be a change of control of for both
HRG and Spectrum.  The change would not only accelerate all of
Spectrum's and HRG's debt and preferred stock, but would cause
Spectrum to be unable to use its net operating losses, which could
negatively affect cash flows.  Spectrum would need a waiver on its
term loan and revolver, and might also need a waiver on its notes,
as it is required to offer to repurchase those instruments.

Financial Performance and Liquidity:

Today, Spectrum announced preliminary, unaudited results for its
fiscal year ended Sept. 30, 2012.  Revenues grew 2.1% including
2.2% of negative foreign exchange with strong growth in Global Pet
Supply and Home and Garden segments.  The EBITDA margin of 14.9%
improved sequentially for the third year and the company ended the
year with leverage of 3.4x.  FCF was approximately $157 million
after the special $51 million in dividends paid in the fourth
quarter.

Spectrum's liquidity is good. The $300 million ABL was undrawn and
there was $158 million in cash at year end.  Current debt
maturities are very modest through 2015 with less than $15 million
due in each of the next three years.

Rating Action Triggers:

Negative: Any change in management's strategy to de-lever to the
2.5x to 3.5x range within 24 months after the acquisition closes
or sizeable leveraging transaction that would keep leverage above
the mid-4x range could have negative rating implications.

Governance Implications Potentially Negative: A change of control
due to issues with the majority owner could have negative rating
implications.  An event of default could occur if HRG and
affiliates own less than 35% of Spectrum. If there is a change of
control, it would most likely be due to foreclosure on the assets
(i.e. Spectrum shares) backing financings at the parent level.  In
this event, all of Spectrum's debt could accelerate unless the
company obtains waivers.  Any event related to a potential change
of control at the Harbinger Capital level will be assessed upon
occurrence.

Positive: Unlikely in the near term.

Fitch currently rates Spectrum's existing debt as follows:

  -- Long-term Issuer Default Ratings (IDR) 'BB-':
  -- $300 million senior secured revolving credit agreement 'BB-';
  -- $370 million senior secured term loan 'BB-';
  -- $950 million 9.5% senior secured notes 'BB-'; and
  -- $300 million 6.75% senior unsecured notes at 'BB-'.


SPECTRUM BRANDS: Moody's Rates $800MM Sr. Secured Term Loan 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service rated Spectrum Brands $800 million
senior secured term loan Ba3 and $1.04 billion senior unsecured
notes B3. Proceeds will be used to fund the $1.4 billion
acquisition of Stanley Black & Decker Home and Hardware business
("HHI") and to refinance Spectrum's existing $370 million term
loan. The $370 million term loan was upgraded to Ba3, but its
rating will be withdrawn when it is repaid at closing. The $950
million existing senior secured notes were upgraded to Ba3. All
other ratings, including the B1 Corporate Family Rating, were
affirmed. The outlook remains stable.

As part of this transaction, Spectrum Brands has received
financing commitments from Deutsche Bank and Barclays.

HHI generated net sales of approximately $985 million and adjusted
EBITDA of over $180 million for the 12 months ended June 30, 2012.
Approximately 85 percent of HHI's revenues are generated in North
America, with more than 40 percent coming through U.S. home
improvement centers.

The acquisition of HHI also includes certain assets of Tong Lung
Metal Industry Co. Ltd., a Taiwanese manufacturer of residential
and commercial locksets with facilities in Taiwan and the
Philippines.

The transaction is expected to close in two stages. The financing
and the acquisition of HHI are expected to close during the
Company's first quarter of fiscal 2013 ending December 31, 2012.
The acquisition of the Tong Lung assets is expected to occur
during the Company's second quarter of fiscal 2013.

Moody's expects Spectrum Brands' debt-to-EBITDA to increase to 5.3
times from 4.3 times as of June 30. "The additional debt
diminishes the company's financial flexibility and will delay the
company's stated intention of maintaining leverage of 2.5 times to
3.5 times (around 3 to 4 times with Moody's adjustments)," said
Kevin Cassidy, Senior Credit Officer at Moody's Investors
Service."However, we expect Spectrum to remain committed to
delevering and estimate that leverage will return to its current
level in the next year or two thereby increasing its financial
flexibility," he noted.

The upgrade in the $950 million secured notes to Ba3 from B1
reflects the additional loss absorption provided by the new
unsecured notes.

The following ratings were assigned:

  $800 million senior secured term loan B at Ba3 (LGD 3, 31%);

  $1.04 billion senior unsecured notes at B3 (LGD 5, 81%);

The following rating was upgraded:

  $950 million senior secured notes to Ba3 (LGD 3, 31%) from B1
  (LGD 3, 46%);

The following rating was upgraded, but will be withdrawn at close:

  $750 million senior secured term loan ($370 million outstanding)
  Ba3 (LGD 3, 31%) from B1 (LGD 3, 46%);

The following ratings were affirmed/LGD assessments revised:

  Corporate Family Rating at B1:

  Probability of Default Rating at B1:

  $300 million senior unsecured notes at B3 (LGD5, 81% from 89%);

  Speculative grade liquidity rating at SGL-2

Ratings Rationale

The B1 Corporate Family Rating reflects Spectrum's high financial
leverage at 5.3 times proforma and its growing size with revenues
over $4 billion. The highly competitive industry that Spectrum
operates in competing against bigger and better capitalized
companies also constrains the rating. Spectrum's ratings benefit
from its good product diversification with products ranging from
personal care items, to pet food, small appliances and residential
locksets. The shareholder oriented propensity of its largest
shareholder, Harbinger Group, is reflected in the rating. The
rating also reflects the general stability in performance during
the recession and Moody's expectation that credit metrics will
continue improving in the near to mid-term, despite the additional
cyclicality in the Home and Hardware business. Spectrum's good
liquidity profile is also reflected in the rating as is its
increasing international penetration. Having around 20% of its
business in Europe (about 15% on a proforma basis) is a risk as
many European countries are dealing with economic uncertainty.

The stable outlook reflects Moody's belief that Spectrum's top
line will grow around 3% and its earnings will continue improving.
Additional debt repayment and credit metric improvement are
considered in the outlook. A quarterly dividend payment of $13 to
$14 million is consistent with a stable outlook.

The rating is unlikely to be upgraded until the HHI acquisition is
fully integrated and the company reduces leverage close to
previous levels. Key credit metrics necessary for an upgrade would
be debt to EBITDA sustained below 4 times (currently 5.3 times on
a proforma basis) and EBITA margins remaining in the mid teens
(presently 14.5% proforma for acquisition).

The biggest risks that could result in a downgrade are aggressive
capital structure moves by Harbinger Group, excessively high raw
material costs that cannot be passed through to retailers and more
volatility than expected with HHI's results. Key credit metrics
driving a downgrade are debt to EBITDA maintained over 5.5 times
and single digit operating margins.

The principal methodology used in rating Spectrum Brands was
Moody's Global Packaged Goods Industry methodology published in
July 2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Madison, Wisconsin, Spectrum Brands, Inc. is a
global consumer products company with a diverse product portfolio
including consumer batteries, lawn and garden, electric shaving
and grooming, and household insect control. Sales for the twelve
months ended June 30, 2012 approximated $3.3 billion.

HHI is a manufacturer of residential locksets, residential
builders' hardware and faucets for residential applications with
such renowned brands as Kwikset, Weiser, Baldwin, National
Hardware, Stanley, FANAL, Pfister and EZSET. HHI has a leading
position in U.S. residential locksets (Kwikset), Canada
residential locksets (Weiser), U.S. luxury locksets (Baldwin), and
U.S. builders' hardware (Stanley/National Hardware), and U.S.
faucets (Pfister). Sales for the twelve months ended June 30, 2012
approximated $985 million.


SPECTRUM BRANDS: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Madison, Wis.-based Spectrum Brands Inc. The
outlook remains positive.

"At the same time, we assigned our 'B' issue-level rating to the
company's proposed $800 million term loan B due 2019. The recovery
rating is '3', which indicates our expectation for meaningful
recovery (50% to 70%) for secured term loan lenders in the event
of a payment default or bankruptcy. We also assigned our 'B-'
issue-level rating to the company's proposed $1.04 billion senior
unsecured notes due 2020. The recovery rating is '5', which
indicates our expectation for modest recovery (10% to 30%) for
unsecured noteholders in the event of a payment default or
bankruptcy," S&P said.

"Our issue-level rating on the company's existing 9.5% $950
million senior secured notes due 2018 is 'B', with a recovery
rating of '3'. Our issue-level rating on the company's existing
6.75% $300 million senior unsecured notes is 'B-'. The recovery
rating is '5', which indicates our expectation for modest recovery
(10% to 30%) for unsecured noteholders in the event of a payment
default or bankruptcy. The ratings are based on the proposed terms
and are subject to review upon receipt of final documentation,"
S&P said.

"We will withdraw our 'B' issue-level rating and '3' recovery
rating on the company's existing term loan once it is repaid with
the proceeds from the proposed financing. We estimate the company
will have about $3.1 billion in reported debt outstanding
following the transaction," S&P said.

"We believe Spectrum Brands benefits from the proposed acquisition
of HHI," said Standard & Poor's credit analyst Brian Milligan.
"HHI is a provider of residential locksets, builders' hardware,
and faucets. The acquisition will increase the company's scale and
increase both product and customer diversification. We expect
credit metrics will strengthen over the next 12 months through a
combination of higher EBITDA and debt reduction."


STANDARD STEEL: S&P Hikes CCR to 'BB-' on Improved Performance
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Burnham, Pa.-based Standard Steel LLC to 'BB-' from
'B+'. "We also raised our rating on the company's $140 million
senior secured notes to 'BB-' (the same as the corporate credit
rating) from 'B+'. The recovery rating is '3', indicating our
expectation that lenders would receive meaningful (50% to 70%)
recovery in a payment default scenario. We removed the ratings
from CreditWatch, where we placed them with positive implications
on Sept. 11, 2012, on improved operating and financial
performance," S&P said.

"We raised our ratings on Standard Steel and removed them from
CreditWatch based on improved operating and financial
performance," said Standard & Poor's credit analyst Carol Hom. "We
view the company's business risk profile as 'weak' because of its
participation in the cyclical railcar equipment industry. We view
its financial risk profile as 'aggressive.'"

"Following the recent merger between Nippon Steel and Sumitomo
Metals Industries Ltd., Nippon Steel & Sumitomo Metal Corp.
(NSSMC; BBB/Stable/--) is now the majority owner of Standard Steel
with an 80% ownership stake. Sumitomo Corp. (A/Stable/A-1) still
holds the remaining 20%. Standard Steel makes up a minimal portion
of the earnings of both owners combined. NSSMC will provide some
operational and financial support to the company, but there is
uncertainty regarding the level of ultimate support that the
company can expect from its majority owner," S&P said.

Standard Steel manufactures wheels and axles for railcar and
locomotive manufacturers, Class 1 railroads, and aftermarket
maintenance providers. With annual sales of roughly $240 million,
the company continues to be a small participant in the railcar-
equipment manufacturing industry. "We believe the railcar-
equipment business will remain cyclical. However, the company's
sales to the aftermarket repair and maintenance markets could
offset some of the business cyclicality. We believe Standard Steel
has a good backlog that provides reasonably good revenue
visibility over the next 12 months, even though order rates could
soften because of the tepid outlook for economic growth. We
project that deliveries of new freight cars will rise gradually
this year and into 2013, continuing the significant increase in
deliveries in 2011 from the historical lows in 2009 and 2010," S&P
said.

"The company manufactures its products from forged steel instead
of using a casting process, differentiating itself from its
competitors in wheel production. As a result, Standard Steel has a
strong position in the smaller passenger rail market and in
certain locomotive markets, which use forged steel wheels instead
of cast wheels. Nevertheless, the passenger and locomotive markets
combined account for less than 20% of sales, with more than 80%
coming from freight-car-related sales," S&P said.

"Although Standard Steel boasts strength in certain product
niches, its wheel market share trails that of competitor Griffin
Wheel (a subsidiary of Amsted Industries Inc. [BB-/Stable/--]). In
the axle segment, Standard Steel competes with Trinity Industries
Inc. (BB+/Stable/--) and Axis LLC (a joint venture between Amsted
Industries and American Railcar Industries Inc.). Standard Steel
is also subject to a high degree of customer concentration--almost
half of its sales come from its top two or three customers.
However, the company benefits from its ability to pass through
price increases in raw materials, such as scrap steel, alloys, and
natural gas. In addition, it has engaged customers in take-or-pay
contracts that specify price and volume for several years,
providing some near-term future earnings visibility. Operating
margins (before depreciation and amortization) have remained in
the mid-teen percentage area," S&P said.

"For 2013, we project revenue growth will be 4% to 5% based on our
chief economist's current projection of about 2% U.S. GDP growth.
Based on industry backlog of just above 60,000 as of Sept. 30,
2012, and given relatively steady book-to-bill ratio trends so far
in 2012, we expect freightcar deliveries in 2013 could be about
55,000. Our projection for revenue growth combined with relative
stability in the company's aftermarket segment should result in
EBITDA margins of about 15%," S&P said.

"We continue to view Standard Steel's financial risk profile as
'aggressive.' As of June 30, 2012, its funds from operations (FFO)
to total debt ratio was roughly 20%, and total debt to EBITDA was
about 3x. At the current rating, we expect total debt to EBTIDA of
4x-5x and FFO to total debt of about 10%-15%, but we also expect
metrics to exceed these measures in the current cycle. We have not
factored potential acquisitions into the ratings," S&P said.

"The outlook is stable. We expect revenues and profits to
fluctuate with industry conditions. We believe credit metrics will
remain consistent with our expectations for the ratings. We could
raise the rating if the company's operating performance improves
further, as a result of new orders, a robust backlog, and a
positive industry outlook or if we come to believe that the
majority owner will provide strong parental support beyond our
current understanding," S&P said.

"We could lower the ratings if the credit quality at Standard
Steel deteriorates. For example, if industry conditions weaken or
if new railcar rders decline such that FFO to total debt falls and
remains below 10% for an extended period or if we come to believe
that the majority owner will no longer provide any operational
support," S&P said.


STEAK N SHAKE: Moody's Withdraws 'B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service withdrew all ratings of Steak n Shake
Operations, Inc.

The following ratings were withdrawn:

- Corporate Family Rating (CFR) at B1;

- Probability of Default Rating (PDR) at B1;

- $20 million senior secured revolver due 2014 at B1 (LGD3, 42%);

- $110 million senior secured term loan due 2015 at B1 (LGD3,
   42%)

The stable rating outlook was also withdrawn.

Steak n Shake's ratings were withdrawn due to the repayment of all
rated debt. On September 25, 2012, Steak n Shake's parent company,
Biglari Holdings Inc., announced that Steak n Shake entered into a
new credit agreement and that a portion of the proceeds were used
to repay all outstanding amounts under Steak n Shake's former
credit facility.

The principal methodology used in rating Steak n Shake was the
Global Restaurants 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.

Steak n Shake is a restaurant chain that primarily serves
hamburgers and milkshakes, operating 414 company owned restaurants
and franchising 82 units in 25 states. As a wholly-owned
subsidiary of Biglari Holdings Inc. (NYSE: BH), Steak n Shake
generated about $713 million of revenue in the latest twelve month
period ended July 4, 2012.


SURGERY CENTER: Moody's Cuts CFR/PDR to 'B3'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service downgraded Surgery Center Holdings,
Inc.'s Corporate Family and Probability of Default Rating to B3
from B2. At the same time, Moody's lowered Surgery Partners senior
secured bank loan ratings to B2 from B1. The rating outlook is
stable.

The downgrade of the Corporate Family Rating reflects the
company's weaker than expected performance during the 1st half of
2012 and Moody's belief that leverage won't meet its original
expectation of declining to about 5 times by the end of fiscal
2012. Furthermore, Moody's believes the company will operate with
limited financial flexibility, including negligible cushion under
its leverage covenant for the quarter ending Sept 30, 2012.

The following ratings were downgraded and LGD estimates revised:

Surgery Center Holdings, Inc.

Corporate Family Rating downgraded to B3 from B2;

Probability of Default Rating downgraded to B3 from B2;

Revolving credit facility downgraded to B2 (LGD 3, 37% ) from B1
(LGD 3, 40%);

Senior secured 1st lien term loan downgraded to B2 (LGD 3, 37% )
from B1 (LGD 3, 40%);

The rating outlook is stable.

RATING RATIONALE

The B3 Corporate Family Rating reflects Surgery Partners' high
leverage, relatively small scale and deteriorating covenant
cushion. Furthermore, the ratings are constrained by an economic
environment that has limited growth, particularly the high
unemployment rate and increasing healthcare expense burden on
patients, which has lead to fewer procedures in the industry.
Moreover, the company is expected to operate over the next four
quarters with limited financial flexibility given the minimal
cushion under its leverage covenant. While Surgery Partner's
achieved modest volume increases in the 2nd quarter, these have
been mitigated by lower revenues per case. Furthermore, the
potential for rate compression from government sponsored programs
(mostly Medicare) and commercial payors over the longer-term is a
concern.

However, the ratings also incorporate the positive long-term
growth prospects of the sector, as many patients and payors prefer
the outpatient environment (primarily due to lower cost and better
outcomes) for certain specialty procedures.

The stable rating outlook reflects Moody's expectation that while
Surgery Partners' is expected to operate with negligible cushion
under its leverage covenant for the next few quarters, Moody's
anticipates the company's cash collection process improving in the
fourth quarter. The outlook also incorporates Moody's expectation
that the company will maintain an adequate liquidity profile.

A negative rating action would be likely if the economic or
reimbursement environment resulted in lower revenues and EBITDA
such that leverage and free cash flow materially deteriorated.
Specifically, the rating would likely be lowered if leverage were
sustained above 7 times or free cash flow turned negative. A
negative rating action could also be prompted by further
deterioration in liquidity.

An upgrade is unlikely over the near term given the challenges
Surgery Partners' faces in regard to growth and de-leveraging.
However, Moody's would consider a higher rating should leverage
decline to about 5 times debt-to-EBITDA alongside good free cash
flow and liquidity.

The principal methodology used in rating Surgery Partners' was the
Global Healthcare Service Providers Industry Methodology published
in December 2011. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Surgery Partners, headquartered in Tampa, FL, owns and operates 50
ambulatory surgical centers ("ASCs") in partnership with its
physician partners, across 19 states. The Company has diversified
core competencies in pain management, orthopedics,
gastrointestinal, ophthalmology, ear, nose and throat, general
surgery and urology. Surgery Partners also provides ancillary
services including anesthesia and physician practice services.
Surgery Partners is owned 100% by H.I.G. Capital and management.
On a pro forma basis and as of June 30, 2012, Surgery Partners
generated LTM revenue of about $229 million.


SWAMI SHREE: Can Use S4H Cash Collateral Through Nov. 21
--------------------------------------------------------
Bankruptcy Judge David E. Rice signed off on a stipulation and
consent order extending the interim agreement allowing Swami
Shree, LLC, to use cash collateral of its senior creditor and
grant adequate protection.

The Debtor said it has a continuing need to use Cash Collateral to
fund the operation of its business.  S4H Hospitality LLC is the
Debtor's senior creditor.  First-Citizens Bank & Trust Company is
the junior creditor.

As additional adequate protection for the Senior Creditor, (i) the
Debtor will pay to the Senior Creditor payments in the amount the
amount of $15,000 on or before Oct. 21 and on or before Nov. 21.

A copy of the Court's Oct. 19, 2012 Stipulation and Consent Order
is available at http://is.gd/jQiwfWfrom Leagle.com.

Curtis C. Coon, Esq., and Colin J. Casler, Esq. --
ccccoon@ccclaw.net -- at Coon & Cole, LLC, in Towson, Maryland,
represent the Debtor.

Alan M. Grochal, Esq. -- agrochal@tydingslaw.com -- at Tydings &
Rosenberg LLP, in Baltimore, represents SS4H Hospitality LLC.

                         About Swami Shree

Based in Media, Pennsylvania, Swami Shree, LLC, owns and operates
a La Quinta franchised hotel, containing 70 suites and amenities,
located at 304 Belle Hill Road, in Elkton, Maryland.  Swami Shree
filed a Chapter 11 petition (Bankr. D. Md. Case No. 11-25973) on
Aug. 4, 2011.  Curtis C. Coon, Esq., at Coon & Cole, LLC, serves
as the Debtor's bankruptcy counsel.  The Debtor scheduled $338,140
in assets and $4,861,772 in debts.  The petition was signed by
Vasudev Patel, managing member.

Attorney for senior lender SS4H Hospitality LLC is Alan M.
Grochal, Esq., at Tydings & Rosenberg LLP, in Baltimore, Maryland.

First-Citizens Bank & Trust Company is the Debtor's junior
creditor.  Attorney for junior lender First-Citizens Bank & Trust
Company is Peter J. Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware.


TARGA RESOURCES: Moody's Rates $400MM Sr. Unsecured Notes 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Targa Resources
Partners LP's proposed $400 million senior unsecured notes due
2023. The proceeds from the senior note offering will be used to
redeem $209 million of 8.25% senior notes due 2016 and to reduce
the borrowings under the partnership's $1.2 billion senior secured
revolving credit facility. After applying the proceeds, Targa is
expected to have the approximately $1.1 billion of revolver
availability. The outlook remains stable.

"Targa has done a good job reducing its leverage to below 3.0x,"
said Stuart Miller, Moody's Vice President and Senior Credit
Officer. "However, to consider an upgrade, Targa must continue to
reduce its exposure to commodity prices and improve its
distribution coverage ratio."

Ratings Rationale

In early 2012, the Corporate Family Rating for Targa was upgraded
to Ba2 from Ba3 to reflect the improving leverage profile and the
steps being taken to boost the proportion of the partnership's
cash flow derived from fee-based businesses. The senior note
rating was upgraded at that time to Ba3 from B1. Because the
proceeds of the new note offering is being used to refinance
existing outstanding debt, Moody's does not believe the issuance
materially increases the partnership's credit risk.

Targa's ratio of debt to EBITDA (with Moody's standard
adjustments) as of June 30, 2011 was 2.8x, a level that is
stronger than most of its peers in the natural gas gathering and
processing business. However, commodity price exposure remains an
important ratings driver, along with the master limited
partnership structure which requires a high payout of cash flow
from operations. To address its exposure to commodity prices, the
partnership anticipates that nearly two-thirds of its investments
through the end of 2014 will be in fee-based businesses. For
example, the partnership plans to invest $480 million in an LPG
export project with the first phase expected to come on line in
the third quarter of 2013. This is a 100% fee-based business.
Despite the high capital spending amounts, the partnership
continues to pay out a healthy distribution each quarter to its
unit holders. This high payout has driven the distribution
coverage ratio to a very aggressive 1.0x level -- a level expected
at least until the second half of 2013 when some of the
partnership's growth projects come on line. Until the distribution
payout ratio is comfortably above 1.0x, a positive ratings action
is unlikely despite Targa's conservative leverage level.

To satisfy its short term liquidity needs, Targa relies on its
$1.2 billion senior secured revolving credit facility. The credit
facility matures in October 2017 and availability after
application of the proceeds of the new senior notes will be
approximately $1.1 billion. This is more than sufficient to
support the expected out-spending of internally generated cash
flow in 2013. The credit facility incorporates the following
financial covenants: a maximum leverage ratio of 5.5x, a maximum
senior leverage ratio of less than 4.0x, and a minimum interest
coverage ratio of 2.25x. These covenant levels allow for a
significant degradation in financial performance before they would
be triggered.

To be considered for an upgrade, Targa would need to show a
meaningful improvement in the proportion of its operating income
being generated from fee-based arrangements, maintain leverage
below 3.5x, and improve the distribution coverage ratio to at
least 1.1x. Alternatively, a negative action could result if
leverage exceeds 4.0x because of the high percentage of operating
income that is currently being generated from less durable, non-
fee based businesses.

The principal methodology used in rating Targa Resource Partners
LP was the Global Midstream Energy rating methodology published in
November 2010. Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
on Moody's website.

Targa Resource Partners LP is a mid-sized midstream master limited
partnership headquartered in Houston, Texas.


TARGA RESOURCES: S&P Assigns 'BB' Rating on $400MM Unsecured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '4' recovery rating to Targa Resources Partners L.P.'s
and Targa Resources Partners Finance Corp.'s proposed $400 million
senior unsecured notes due 2023. "The '4' recovery rating
indicates our expectation of average (30% to 50%) recovery if a
payment default occurs," S&P said.

"The partnership intends to use net proceeds to redeem its 2016
unsecured notes, reduce borrowings under its secured revolving
credit facility, and for general corporate purposes, which may
include redeeming or repurchasing some of its other outstanding
notes, working capital, and funding acquisitions. Pro forma for
the notes offering, Targa has total balance-sheet debt of about
$1.6 billion," S&P said.

The rating on Houston-based Targa Resources Partners reflects a
"fair" business risk profile and "significant" financial risk
profile.

"Key factors for the business risk include cash flows that are
largely vulnerable to volatile commodity prices and volume risk,
limited asset diversity, and the master limited partnership
structure, under which the partnership distributes virtually all
cash flow," said Standard & Poor's credit analyst Michael Grande.

Targa's growing geographic diversity and fee-based cash flows, low
financial leverage, and solid liquidity partly mitigate these
risks.

"The stable outlook on the ratings reflects our view that Targa
will maintain consolidated leverage below 4x and adequate
liquidity while executing its 2013 organic expansion. Higher
ratings are unlikely in the next 12 to 18 months, but are possible
over time if Targa expands its geographic reach into new resource
plays, diversifies its business mix, meaningfully increases its
fee-based cash flows, and keeps financial leverage in the low-3x
area. We could lower the rating if lower commodity prices or a
decrease in volumes cause EBITDA to decline and financial ratios
to deteriorate, such that total debt to EBITDA is more than 4.75x
for a sustained period," S&P said.


TRACY BROADCASTING: Valley Bank Dispute Goes Back to Bankr. Court
-----------------------------------------------------------------
On the directive of the U.S. Court of Appeals for the Tenth
Circuit, Chief District Judge Wiley Y. Daniel remanded to the
bankruptcy court for further proceeding the lawsuit, Valley Bank
and Trust Co., Appellant, v. Spectrum Scan, LLC and Joli A.
Lofstedt, Chapter 11 Trustee, Appellees, Civil Action No. 10-cv-
02522-WYD (D. Colo.).  A copy of the District Court's Oct. 18,
2012 Order is available at http://is.gd/MboPDVfrom Leagle.com.

The Tenth Circuit ruling was reported in the Oct. 18 edition of
the Troubled Company Reporter.  The Tenth Circuit said federal law
permits a licensee to grant a security interest in the economic
value of its license, and Nebraska law recognizes that a security
interest in the proceeds of a license sale attaches when the
licensee enters into the security agreement, regardless of whether
a sale is contemplated at that time.

Tracy Broadcasting is a Nebraska corporation that operated an FM
radio station in Wyoming under a license issued by the Federal
Communications Commission.  On May 5, 2008, Tracy Broadcasting
executed a promissory note for a $1,596,100 loan from Valley Bank
& Trust Company.  The note was secured by an agreement dated Dec.
13, 2007, which granted Valley Bank a security interest in various
assets, including Tracy Broadcasting's general intangibles and
their proceeds.

On Jan. 23, 2009, Spectrum Scan, LLC obtained a $1,400,000
judgment in Nebraska federal court against Tracy Broadcasting.
Seven months later, Tracy Broadcasting filed a petition under
Chapter 11 in Colorado bankruptcy court.  It listed assets of
$1,223,242.00 and liabilities of $3,045,417.60.  The two primary
creditors of Tracy Broadcasting were Valley Bank and Spectrum
Scan, which was unsecured. The most valuable asset listed was the
broadcasting license, with an estimated worth of $950,000. The
schedules state that the "proceeds" of the license are "secured to
Valley Bank." No agreement for sale or transfer of the license was
pending at the time (nor does it appear that it was transferred
before the bankruptcy court's decision in this case).

Spectrum Scan brought an adversary action to determine the extent
of Valley Bank's security interest. The bankruptcy court ruled
that Valley Bank had no priority in the proceeds of the sale of
Tracy Broadcasting's license. The United States District Court for
the District of Colorado affirmed.

The Tenth Circuit reversed the judgment of the District Court with
directions to remand this matter to the bankruptcy court for
further proceedings consistent with the appellate court's opinion.

The case before the appeals court is, VALLEY BANK AND TRUST
COMPANY, Appellant, v. SPECTRUM SCAN, LLC; JOLI A. LOFSTEDT,
Chapter 11 Trustee, Appellees, No. 11-1453 (10th Cir.).  A copy of
the Tenth Circuit's Oct. 16 decision is available at
http://is.gd/fXyHK5from Leagle.com.

Tracy Broadcasting Corporation, based in Brighton, Colo., sought
Chapter 11 protection (Bankr. D. Colo. Case No. 09-27059) on
Aug. 19, 2009, and is represented by Cynthia T. Kennedy, Esq., at
Kennedy Law Firm in Lafayette, Colo.  At the time of the filing,
the Debtor estimated its assets and debts at less than
$10 million.  On Feb. 16, 2010, the Bankruptcy Court entered an
order appointing Joli A. Lofstedt as Chapter 11 trustee of the
Debtor's estate.


TRIBUNE CO: News Corp. Denies Holding Talks for Acquisition
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that News Corp., owner of the Wall Street Journal and the
Fox television network, denied reports of talks to acquire Tribune
Co.

According to the report, Rupert Murdoch's News Corp. also denied
holding talks with Tribune creditors, who will own the company
when it emerges from Chapter 11 reorganization.  Tribune's plan
was approved by the bankruptcy court in Delaware with a
confirmation order in late July.  Some dissatisfied creditors are
appealing, though they were unable to hold up implementation of
the plan during appeal.

The report relates that the plan can't be carried out until the
Federal Communications Commission gives approval for the transfer
of broadcast licenses.  Implementing the plan will allow Tribune
to exit the bankruptcy reorganization begun in December 2008.

                         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)


TRI-VALLEY: Sells Oil & Gas Properties, Mining Rights for $3.2MM
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tri-Valley Corp. held auctions and was given approval
last week to sell some of the assets for a combined total of about
$3.2 million.

According to the report, the Debtor learned at auction that Naftex
Development LLC had the best bid at about $3 million for oil and
gas properties in the Edison field near Bakersfield, California.
The mineral and mining rights in Alaska attracted a high bid of
$200,000 from Bluestone Resources Inc.

The report relates that the so-called Pleasant Valley assets will
be sold at a separate auction on Dec. 5.

                       About Tri-Valley Corp.

Bakersfield, California-based Tri-Valley Corporation (OTQCB: TVLY)
-- http://www.tri-valleycorp.com/-- explores for and produces oil
and natural gas in California and has two exploration-stage gold
properties in Alaska.  It has 21 wells in California and
exploration rights in Alaska.

Tri-Valley and three affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 12-12291) on Aug. 7 with
funding from lenders that require a prompt sale of the business.

K&L Gates LLP serves as bankruptcy counsel.  Attorneys at Landis
Rath & Cobb LLP serve as Delaware and conflicts counsel.  The
Debtors have tapped Epiq Bankruptcy Solutions, LLC, as claims
agent.

The Debtor disclosed assets of $17.6 million and liabilities
totaling $14.1 million.  Former Chairman G. Thomas Gamble, who is
financing the bankruptcy case, is owed $7.2 million on several
secured notes.  There is an unsecured note for $528,000 and
$9.4 million in unsecured debt owing to suppliers.


UNION CENTRAL: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Union Central Cold Storage, Inc.
        aka UCCS
            Union Central Cold
            Union Central Cold Storage
        1525 Industrial Street
        Los Angeles, CA 90021

Bankruptcy Case No.: 12-45115

Chapter 11 Petition Date: October 18, 2012

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

Judge: Richard M. Neiter

Debtor's Counsel: Jeffrey S. Shinbrot, Esq.
                  THE SHINBROT FIRM
                  8200 Wilshire Boulevard, Suite 400
                  Beverly Hills, CA 90211
                  Tel: (310) 659-5444
                  Fax: (310) 878-8304
                  E-mail: jeffrey@shinbrotfirm.com

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

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

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

The petition was signed by Fred A. Rader, president.


VERMILLION INC: Select Stockholders Push for Merger
---------------------------------------------------
On Oct. 22, 2012, George Bessenyei, Gregory V. Novak and Robert S.
Goggin sent a letter to the board of Vermillion, Inc.  The text of
the letter follows:

   Board of Directors
   Vermillion, Inc.
   12117 Bee Caves Road
   Austin, TX 78738

   Dear Members of the Board of Directors:

   "On Oct. 2, 2012, an investment banker representing a
   diagnostic company contacted a representative of the Group.
   The Banker stated that the Proponent was potentially interested
   in a merger or acquisition transaction involving the Company
   and the Proponent and/or exploring alternative ways of helping
   to realize value with regards to OVA1 (the Company's FDA
   approved ovarian cancer test).

   The Banker further stated that he had been trying repeatedly -
   without success - to reach the Company to initiate a dialogue
   between the Company and the Proponent.

   On Oct. 5, 2012, a member of the Group spoke directly with the
   Banker and learned that the Banker/Proponent had also been
   trying repeatedly to reach the Company directly to discuss the
   prospects of a transaction, leaving no fewer than four
   unreturned voicemails.

   On Oct. 18, 2012, the Banker again contacted the Group to say
   that still no one from Vermillion had returned the calls from
   the Banker.  The Banker stated that Gail Page, the Company's
   departing CEO, failed to attend a call which was affirmatively
   scheduled for October 11th.

   This inaction cannot be justified.

   Need we remind you that since emerging from bankruptcy in July
   of 2010, that the Company's stock is down more than 88%
   destroying over $200M in market value?  We believe this
   inaction is another example of the Board disregarding
   stockholders and a breach of your fiduciary duties as
   directors.

   Please explain to your stockholders - immediately - why you
   have refused to engage with a qualified Proponent."

   Sincerely,

   Concerned Vermillion Stockholders

                         About Vermillion

Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

After auditing the Company's results for 2011,
PricewaterhouseCoopers LLP, in Austin, Texas, expressed
substantial doubt about Vermillion, Inc.'s ability to continue as
a going concern.  The independent auditors noted that the Company
has incurred recurring losses and negative cash flows from
operations and has debt outstanding due and payable in October
2012.

The Company reported a net loss of $17.8 million on $1.9 million
of revenue for 2011, compared with a net loss of $19.0 million on
$1.2 million of revenue for 2010.

The Company's balance sheet at Dec. 31, 2011, showed $23.1 million
in total assets, $12.7 million in total liabilities, and
stockholders' equity of $10.4 million.


XTREME IRON: Chapter 11 Trustee Wins OK for Gardere as Counsel
--------------------------------------------------------------
Areya Holder, the Chapter 11 trustee for Xtreme Iron Holdings
LLC's bankruptcy estate, sought and obtained approval from the
U.S. Bankruptcy Court to employ Gardere Wynne Sewell LLP as
counsel.

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

The firm will, among other things:

     (a) advise the Chapter 11 Trustee on her rights, obligations,
         and powers in the case;

     (b) appear before this Court and others on the Chapter 11
         Trustee's behalf regarding matters involving the Estate,
         the Chapter 11 Trustee, or the case; and

     (c) prepare and file for the Chapter 11 Trustee necessary
         applications, motions, pleadings, orders, reports and
         other legal papers, and appear on the Chapter 11
         Trustee's behalf in proceedings instituted by, against,
         or involving the Debtor, the Chapter 11 Trustee, or the
         case.

The firm's hourly rates are:

     Professional                   Rates
     ------------                   -----
     Partners                   $380 to $775
     Associates                 $210 to $445
     Paraprofessionals           $95 to $220

Gardere's primary team on this particular engagement will be
comprised of Marcus A. Helt ($430/hour), Virgil Ochoa ($290/hour),
and Karen Oliver ($205/hour).  Additional support may be
periodically provided by other lawyers and paraprofessionals at
Gardere as needed.

The Chapter 11 Trustee's counsel can be reached at:

         Marcus A. Helt, Esq.
         Virgil Ochoa, Esq.
         GARDERE WYNNE SEWELL LLP
         1601 Elm Street, Suite 3000
         Dallas, TX 75201-4761
         Telephone: 214-999-3000
         Facsimile: 214-999-4667
         E-mail: mhelt@gardere.com
                 vochoa@gardere.com

                         About Xtreme Iron

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron Holdings estimated assets and
liabilities of $10 million to $50 million.

Xtreme Iron Holdings is the holding company for Xtreme Iron LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.  Holdings said an estimated 90% of the
business assets are located in North Texas counties.

Xtreme Iron Hickory Creek LLC filed its own petition (Bankr. E.D.
Tex. Case No. 12-41750) on June 29, listing under $1 million in
both assets and debts.

Xtreme Iron LLC commenced Chapter 11 proceedings (Bankr. N.D. Tex.
Case No. 12-34540) almost a month later, on July 11, estimating
assets and debts of $10 million to $50 million.

Judge Harlin DeWayne Hale oversees the Chapter 11 cases of
Holdings and Iron LLC.  Gregory Wayne Mitchell, Esq., at The
Mitchell Law Firm, L.P., serves as bankruptcy counsel to all three
Debtors.

Beta Capital LLC, a creditor, has asked the Bankruptcy Court in
Dallas to transfer the venue of Holdings' Chapter 11 case to the
Bankruptcy Court for the Eastern District of Texas, saying the
company's domicile, residence, principal place of business, and
the location of its principal assets are all in the Eastern
District; and venue is not proper in the Northern District of
Texas.


WARREN SAPP: Home Being Sold at Bankruptcy Auction
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the home of Warren Sapp, a retired defensive lineman
for the Oakland Raiders and the Tampa Bay Buccaneers of the
National Football League, will be sold at a bankruptcy auction on
Nov. 1.

According to the report Mr. Sapp and his then-wife purchased the
home in Windermere, Florida, in late 2005 for $4.1 million.  It
was recently appraised for $3.4 million.  The bank, owed $2
million on a mortgage, recently obtained an appraisal of its own,
showing a value of $3.9 million.  Mr. Sapp filed a Chapter 7
bankruptcy petition in March where a trustee was appointed to sell
the assets and make distributions to creditors.  Mr. Sapp himself
received a discharge of his unsecured debt in September.

The report relates that the U.S. Bankruptcy Court in Fort
Lauderdale, Florida, authorized the trustee to hold the Nov. 1
auction which will be conducted at the Orlando Airport Marriott
hotel.  Bidders qualify by making a $300,000 deposit on Oct. 30.

The Bloomberg report discloses that there will be a Nov. 5 hearing
to approve the sale.  After payment of expenses of the sale, the
first mortgage, and real estate taxes, Sapp's former wife will
receive half the net proceeds.  The remainder is for the trustee
to distribute to other creditors.

                         About Warren Sapp

Warren Sapp filed for bankruptcy under Chapter 7 (Bankr. S.D.
Fla. Case No. 12-17819) in March 2012, saying he owes creditors
$6.7 million and has assets of $6.5 million.  Mr. Sapp has more
than $4.1 million in annuities and retirement accounts.  He claims
that $4.7 million in annuities, retirement accounts and other
property are exempt assets he can retain despite bankruptcy.

Filings in bankruptcy court say Mr. Sapp's average monthly income
is $115,900 and his average monthly expenses are $111,200,
including $60,500 in monthly alimony and child support payments.
He owes $876,000 to a former wife for alimony and child support,
not including child support payments owed to three other women,
according to court filings.

Mr. Sapp said his home in Hollywood, Florida, is exempt property
he can keep.  He says the home is worth $575,000 and has a
mortgage for $725,000. To retain the home, he must pay the
mortgage.


WOODLANDS CORNER: Case Summary & Unsecured Creditor
---------------------------------------------------
Debtor: Woodlands Corner, LLC
        2200 Woodland Parkway
        Clive, IA 50325

Bankruptcy Case No.: 12-03247

Chapter 11 Petition Date: October 18, 2012

Court: United States Bankruptcy Court
       Southern District of Iowa (Des Moines)

Judge: Anita L. Shodeen

Debtor's Counsel: Michael P. Mallaney, Esq.
                  HUDSON, MALLANEY, SHINDLER & ANDERSON, P.C.
                  5015 Grand Ridge Drive, Suite 100
                  West Des Moines, IA 50265-5749
                  Tel: (515) 223-4567
                  Fax: (515) 223-8887
                  E-mail: mpmallaney@hudsonlaw.net

Estimated Assets: $0 to $50,000

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

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Colfin Bow Funding LLC                           $1,200,000
c/o Gary Norton
Whitfield & Eddy PLL
317 6th Ave, Ste. 1200
Des Moines, IA 50309

The petition was signed by Arun Kalra, member.


ZACKY FARMS: Final Hearing Today on $71 Million DIP Financing
-------------------------------------------------------------
Zacky Farms, LLC, is scheduled to return to the Bankruptcy Court
today, Oct. 24, at 1:30 p.m. for a final hearing on its request to
borrow funds from the Robert D. Zacky and Lillian D. Zacky Trust
U/D/T dated July 26, 1988.

Three days after filing for bankruptcy, Zacky Farms sought and
obtained interim Court approval to borrow up to $22.5 million in
postpetition secured financing from the Trust.  At the final
hearing, the borrowing will be increased to up to $71 million.

The Interim DIP Order, dated Oct. 11, also permitted Zacky Farms
to use cash tied to the Debtor's pre-bankruptcy loan with the
Trust, as successor by assignment to Wells Fargo Bank N.A.

On the day of the bankruptcy, Zacky Farms persuaded the judge in
Sacramento to approve an emergency ex parte motion allowing the
Debtor to use up to $1 million of cash collateral to pay feed
csots through Oct. 12, and honor prepetition employee payroll
checks presented to Wells Fargo from the petition date through
Oct. 11, and to pay other critical postpetition costs of operation
through Oct. 11.

As of the petition date, Zacky Farms owed the trust not less than
$56,652,663 under an October 2009 credit agreement and a separate
Line of Credit Note.

The DIP Loan matures on the earliest of Jan. 31, 2013; the
effective date of any Chapter 11 plan of the Debtor; and the
acceleration of the loans or termination of any amount of the DIP
obligations, including as a result of an event of default.

The Trust is represented by Thomas Walper, Esq., at Munger Tolles
& Olson LLP; and McKool Smith LLP.  Pursuant to the Interim DIP
Order, the Debtor agreed to pay the Trust's legal fees.

The Interim DIP Order grants the DIP Lender the right to credit
bid during any sale of any of the Debtor's assets, or any judicial
foreclosure of the assets.

The Interim DIP Order provides that the $5 million advance to fund
collateral for the workers compensation plan letter of credit,
provided in a budget filed by the Debtor, will not be advanced
prior to, and is subject to, entry of the final order.

                         About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
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 blames high feed prices for losses in recent years.

The Company has plans to sell itself to pay creditors.  It
estimated between $50 million and $100 million in both assets and
debts.

Bankruptcy Judge Thomas Holman presides over the case.  Lawyers at
Felderstein Fitzgerald Willoughby & Pascuzzi LLP represent the
Debtor.  The petition was signed by Keith F. Cooper, the Debtor's
sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.


ZACKY FARMS: Sec. 341 Creditors' Meeting Set for Nov. 8
-------------------------------------------------------
The U.S. Trustee in Sacamento, Calif., will hold a Meeting of
Creditors pursuant to 11 U.S.C. Sec. 341(a) in the Chapter 11 case
of Zacky Farms LLC on Nov. 8, 2012, at 9:00 a.m. at Office of the
UST (7-500).

The last day to oppose discharge is Jan. 7, 2013.  Proofs of claim
are due by Feb. 6, 2013.

                         About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
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 blames high feed prices for losses in recent years.

The Company has plans to sell itself to pay creditors.  It listed
between $50 million and $100 million in both assets and debts.

Bankruptcy Judge Thomas Holman presides over the case.  Lawyers at
Felderstein Fitzgerald Willoughby & Pascuzzi LLP represent the
Debtor.  The petition was signed by Keith F. Cooper, the Debtor's
sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


ZACKY FARMS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Zacky Farms LLC
        1111 Navy Drive
        Stockton, CA 95206

Bankruptcy Case No.: 12-37961

Chapter 11 Petition Date: Oct. 8, 2012

Court: United States Bankruptcy Court
       Eastern District of California

Judge: Hon. Thomas Holman

Debtor's Counsel: Donald W. Fitzgerald, Esq.
                  Thomas A. Willoughby, Esq.
                  Jennifer E. Niemann, Esq.
                  FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP
                  400 Capitol Mall #1450
                  Sacramento, CA 95814-4434
                  Tel: (916) 329-7400
                  E-mail: dfitzgerald@ffwplaw.com
                          twilloughby@ffwplaw.com
                          jniemann@ffwplaw.com

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

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

The petition was signed by Keith F. Cooper, the Debtor's sole
manager.

List of Debtor's 20 Largest Unsecured Creditors:

   Name of Creditor                            Amount of Claim
   ----------------                            ---------------
Western Milling                                   $6,573,910
31120 Nutmeg Road
Goshen, CA 93227
Attn: Tony Correia
Tel: 559-302-1001

Foster Farms LLC                                  $1,165,713
1333 Swan St.
Livingston, CA 95334
Attn: Brent Allen
Tel: 209-394-7901

Bird-in-Hand Farms Inc.                             $319,464
1708 Columbia Ave.
Lancaster, PA 17603
Attn: Steven Martin
Tel: 717-291-5855

Mid Valley Packaging                                $296,616
PO Box 96
Fowler, CA 93625
Attn: Stephanie Falcon
Tel: 559-834-5956

Vet Services Inc.                                   $286,210
PO Box 11426
Fresno, CA 93773
Attn: Kelley Thurman
Tel: 559-485-7474

Central Valley Trailer                              $280,770
PO Box 12427
Fresno, CA 93777-2427
Attn: Accts Receivable
Tel: 559-233-8444

Axis Media                                          $278,469
30495 Canwood St., Suite 211
Agoura Hills, CA 91301-4331
Attn: Tony Naish
Tel: 818-264-1556

Cryovac                                             $243,454
16201 Commerce Way
Cerritos, CA 90701
Attn: Linda Barnette
Tel: 864-433-3341

Associated Feed & Supply                            $184,591

Packers Sanitation Services Inc.                    $162,399

International Paper                                 $153,239

Shell Energy North America (US) LP                  $145,665

Flyers Energy LLC                                   $142,646

Viscofan USA Inc.                                   $141,809

Dreisbach Enterprises Inc.                          $133,116

CWT Farms International                             $132,298

Unisource                                           $130,360

Foster Farms - Turlock                              $122,467

Purac America Inc.                                  $119,325

Darling Int'l (Turlock)                             $112,785


* Moody's Says Weak Demand Hinders U.S. Steel Sector Recovery
-------------------------------------------------------------
Demand will not be sufficient to support a sustainable recovery in
the US steel industry over the next 12-18 months, Moody's
Investors Service says in a new report. And current challenges
facing the industry will put all of the US steelmakers Moody's
rates under pressure, the rating agency says.

"Weakness in major domestic end markets, along with slowing in
markets elsewhere, will limit the extent to which demand for US
steel can improve," says Vice President -- Senior Credit Officer
Carol Cowan, who wrote the new report, "US Steel Industry's
Recovery Stymied by Weak Economic Conditions."

The lack of recovery in US construction market, which accounts for
around 42% of steel consumption, will continue to limit the
industry's ability to achieve a solid and sustainable recovery.
Slowing demand in other markets and weakening in export orders for
the manufacturing industry in response to the recession in Europe
and slowing economic growth in China will increase downward
pressure on steel demand, Ms. Cowan says.

And while steel prices currently average in the low $600s per ton
for hot-rolled coil, subdued demand and overcapacity will limit
further upward movement. In addition, prices for raw materials
such as iron ore and metallurgical coal have softened meaningfully
since August this year, which does not bode well for the direction
of steel prices, Ms. Cowan says.

At the same time, imports of finished steel represent a risk to
the US industry. Imports rose by about 18% in the eight months
through August this year. Although they do not affect all areas of
the industry equally, they continue to disrupt a market that has
not yet returned to historical run rates.

Moody's sees no trends that could change the fortunes of the US
steel industry in the coming 12-18 months, though the sector's
prospects could change if economic stimulus programs are
instituted, uncertainty surrounding the European debt crisis
diminishes and economic growth in China returns to higher rates.

The outlook for the industry could return to stable if the
Purchasing Managers Index (PMI) tracks above 50% for at least two
consecutive months and capacity utilization consistently tracks
between 75%-80%. A positive outlook, on the other hand, would
require a PMI reading above 55% and expectations for sustainable
capacity utilization above 80%.


* Supreme Court May Decide Circuit Split on Fraud Discharge
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Justices of the U.S. Supreme Court will hold a
conference on Oct. 26 to decide about taking a case to resolve a
split among the circuit courts of appeal regarding the definition
of what amounts to fraud or defalcation while acting in a
fiduciary capacity.

According to the report, construing Section 523(a)(4) of the U.S.
Bankruptcy Code, the bankruptcy court held that an individual who
filed Chapter 7 bankruptcy couldn't discharge a $285,000 debt
resulting from his misdeeds while acting as a trustee of a trust.

The report relates that in an opinion in February, the U.S. Court
of Appeals in Atlanta noted how the circuit courts are split three
ways on the issue.  Three circuits say that even an innocent
defalcation by a fiduciary won't be discharged in bankruptcy.

The report notes that three other circuits require "recklessness"
to bar discharge, while two demand "extreme recklessness."  The
11th Circuit in Atlanta took the middle ground recklessness.  The
court said that "mere negligence" isn't enough.  The action must
be "objectively reckless."

The Bloomberg report discloses that the probability that the
Supreme Court will agree to hear the appeal is increased because
the court so far this term has accepted fewer cases for argument
than in the two previous years.  So far this year, the court
granted appeal in 46 cases, compared with 53 the same time last
year and 62 to this point in 2010.

The case in the Supreme Court is Bullock v. BankChampaign NA,
11-1518, U.S. Supreme Court (Washington).  The case in the Court
of Appeals is Bullock v. BankChampaign NA (In re Bullock),
11-11686, 11th U.S. Circuit Court of Appeals (Atlanta).


* Three Bank Failures Bring Year's Total to 46
----------------------------------------------
After a three-week hiatus with no bank failures, regulators took
over three banks Friday.

The largest of the institutions to fail was Excel Bank from
Sedalia, Missouri, which had $200.6 million in total assets and
$187 million in deposits. The failure will cost the Federal
Deposit Insurance Corp.'s insurance fund an estimated $40.9
million.

The other two failed banks were First East Side Savings Bank,
Tamarac, Florida, and GulfSouth Private Bank, Destin, Florida.
The two banks had $217 million in total deposits.

The combined nine branches of the three banks and their deposits
were transferred to other institutions.

The three failures brought the total for the year to 46.  In 2011,
there were 92 bank failures, compared with 157 in 2010.  The
failures in 2010 were the most since 1992, when 179 institutions
were taken over by regulators.

                      2012 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                                Loss-Share
                                Transaction Party    FDIC Cost
                   Assets of    Bank That Assumed    to Insurance
                   Closed Bank  Deposits & Bought    Fund
  Closed Bank      (millions)   Certain Assets       (millions)
  -----------      -----------  -----------------    ------------
Excel Bank              $200.6  Simmons First National   $187.4

First East Side          $67.2  Stearns Bank N.A.          $9.1
GulfSouth Private       $159.1  SmartBank                 $36.1
First United Bank       $328.4  Old Plank Trail           $48.6
Truman Bank             $282.3  Simmons First National    $34.0
First Commercial Bank   $215.9  Republic Bank & Trust     $63.9

Waukegan Savings Bank    $88.9  First Midwest Bank        $19.8
Jasper Banking Company  $216.7  Stearns Bank, N.A.        $58.1
Second Federal Savings  $199.1  Hinsdale Bank & Trust     $76.9
Heartland Bank          $110.0  Metcalf Bank               $3.1
Georgia Trust Bank      $119.8  Community & Southern      $20.9
The Royal Palm Bank      $87.0  First National Bank       $13.5
First Cherokee State    $222.7  Community & Southern      $36.9
Glasgow Savings Bank     $24.8  Regional Missouri          $0.1
Montgomery Bank & Trust $173.6  Ameris Bank               $75.2
The Farmers Bank        $163.9  Clayton Bank and Trust    $28.3

Security Exchange Bank  $151.0  Fidelity Bank             $34.3
Putnam State Bank       $169.5  Harbor Community Bank     $37.4
Waccamaw Bank           $533.1  First Community Bank      $51.1
Farmers' and Traders'    $43.1  First State Bank           $8.9
First Capital Bank       $46.1  F & M Bank                 $5.6
Carolina Federal         $54.4  Bank of North Carolina    $15.2
Alabama Trust Bank       $51.6  Southern States Bank       $8.9
Security Bank, N.A.     $101.0  Banesco USA               $10.8
Plantation Federal      $486.4  First Federal Bank        $76.0
Inter Savings Bank      $473.0  Great Southern Bank      $117.5

Bank of the Est. Shore  $166.7  [No Acquirer]             $41.8
Palm Desert Nat'l       $125.8  Pacific Premier Bank      $20.1
HarVest Bank of Md.     $164.3  Sonabank                  $17.2
Fort Lee Federal         $51.9  Alma Bank                 $14.0
Fidelity Bank           $818.2  The Huntington Nat'l      $92.8
Premier Bank            $268.7  Int'l Bank of Chi.        $64.1
Covenant Bank            $95.7  Stearns Bank, N.A.        $31.5
New City Bank            $71.2  [No Acquirer]             $17.4
Global Commerce Bank    $143.7  Metro City Bank           $17.9
Central Bank of Georgia $278.9  Ameris Bank               $67.5

Home Savings of Amer.   $434.1  [No Acquirer]             $38.8
Charter National Bank    $93.9  Barrington Bank           $17.4
SCB Bank                $182.6  First Merchants Bank      $33.9
Patriot Bank            $111.3  First Resource Bank       $32.6
BankEast                $272.6  U.S. Bank N.A.            $75.6
Tennessee Commerce    $1,185.0  Republic Bank & Trust    $416.8
First Guaranty Bank     $377.9  CenterState Bank          $82.0
American Eagle           $19.6  Capital Bank, N.A.         $3.2
The First State Bank    $416.8  Hamilton State Bank      $416.8
Central Florida          $79.1  CenterState Bank          $24.4

In 2011 there were 92 failed banks, compared with 157 in 2010, 140
in 2009 and just 25 for 2008.

The failures in 2010 were the most since 1992, when 179
institutions were taken over by regulators.

A complete list of banks that failed since 2000 is available at:

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

                    813 Banks in Problem List

The FDIC's Quarterly Banking Profile for Dec. 31, 2011, says that
The number of institutions on the FDIC's "Problem List" declined
from 844 to 813 during the quarter, and total assets of "problem"
institutions fell from $339 billion to $319.4 billion.  The number
of institutions in the "problem list" has decreased for the third
consecutive quarter.

The FDIC defines "problem" institutions as those with financial,
operational or managerial weaknesses that threaten their
viability.

The deposit insurance fund, which protects customer holdings up to
$250,000 per account in the event of a failure, saw its balance
increase in the fourth quarter to $9.2 billion (unaudited) from
$7.8 billion in the third quarter, the eighth consecutive
quarterly increase.

                Problem Institutions        Failed Institutions
                --------------------        -------------------
Year           Number  Assets (Mil)        Number Assets (Mil)
----           ------  ------------        ------ ------------
2011              813      $319,432          92        $34,923
2010              884      $390,017         157        $92,085
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

Federal regulators assign a composite rating to each financial
institution, based upon an evaluation of financial and operational
criteria.  The rating is based on a scale of 1 to 5 in ascending
order of supervisory concern.  "Problem" institutions are those
institutions with financial, operational, or managerial weaknesses
that threaten their continued financial viability. Depending upon
the degree of risk and supervisory concern, they are rated either
a "4" or "5."  The number and assets of "problem" institutions are
based on FDIC composite ratings.  Prior to March 31, 2008, for
institutions whose primary federal regulator was the OTS, the OTS
composite rating was used.


* Lehman Dethroned by MF Global as Leader in Claims Trading
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. was dethroned as the
leader in the trading of claims against bankrupt companies.  About
$2 billion in claims changed hands last month.

According to the report, MF Global Inc., the liquidating commodity
broker, edged out Lehman in September for the distinction of
having the most traded claims.  Last month, there were 308 MF
Global claims for $873.7 million changing hands, compared with
92 Lehman claims aggregating $854.5 million, according to data
compiled from court records by SecondMarket Inc.

The report relates that third place was occupied by AMR Corp., the
parent of American Airlines Inc., with $289 million in traded
claims.  Since Lehman went bankrupt four years ago, more than $90
billion in face amount of Lehman claims were traded, SecondMarket
previously said.  Lehman filed for Chapter 11 protection in
September 2008 and confirmed a reorganization plan in December.

The plan was implemented in March.  Two distributions have been
made since then.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Oct. 26, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         San Diego Marriott Marquis and Marina, San Diego, Calif.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 1-2, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Corporate Restructuring Competition
         Wharton University of Pennsylvania, Philadelphia, Pa.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 1-3, 2012
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Westin Copley Place, Boston, Mass.
            Contact: http://www.turnaround.org/

Nov. 7, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      U.S./Mexico Restructuring Symposium
         The Four Seasons, Mexico City, D.F.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 12, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Detroit Consumer Bankruptcy Conference
         MGM Grand, Detroit, Mich.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 26, 2012
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:             240-629-3300       or
http://bankrupt.com/

Nov. 29-30, 2012
   MID-SOUTH COMMERCIAL LAW INSTITUTE
      33rd Annual Bankruptcy & Commercial Law Seminar
         Nashville Marriott at Vanderbilt, Nashville, Tenn.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Nov. 29 - Dec. 1, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Dec. 4-8, 2012
   AMERICAN BANKRUPTCY INSTITUTE
      ABI/SJUSL Mediation Training Symposium
         St. John's University, Queens, N.Y.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Jan. 24-25, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Rocky Mountain Bankruptcy Conference
         Four Seasons Hotel Denver, Denver, Colo.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Feb. 7-9, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Involvency Symposium
         Eden Roc Renaissance, Miami Beach, Fla.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Feb. 17-19, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Advanced Consumer Bankruptcy Practice Institute
         Charles Evans Whittaker Courthouse, Kansas City, Mo.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Feb. 20-22, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      VALCON
         Four Seasons Las Vegas, Las Vegas, Nev.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:             240-629-3300       or
http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:             1-703-739-0800      ;
http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

                            *********


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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