TCR_Public/121025.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, October 25, 2012, Vol. 16, No. 297

                            Headlines

18 RVC: Personal Guarantee Not Enough for Separate Unsecured Class
A123 SYSTEMS: Seeks Court Approval on Employee Incentive Plan
ALASKA AIR TAXI: Fighting IRS Over $1MM in Unpaid Taxes
AMERICAN AIRLINES: Marathon Wants Examiner for Embraer Settlement
AMERICAN APPAREL: Amends Purchase Agreement With CEO and Chairman

AMPAL-AMERICAN: Receives Favorable NASDAQ Listing Determination
ARCAPITA BANK: Court Adjourns Hearing on SP Financing to Oct. 25
ARDENT MEDICAL: Joint Venture No Impact on Moody's 'B2' CFR
ATP OIL: Martin Energy Joins Creditors Committee
BACK YARD BURGERS: To Close 20 Locations In Bankruptcy

BACK YARD BURGERS: Meeting to Form Creditors' Panel on Oct. 30
BERNARD L. MADOFF: UK High Court Ruling May Impact Picard Actions
BERRY PLASTICS: To Issue 21.6MM Shares Under Incentive Plans
BION ENVIRONMENTAL: Sends October Newsletter to Shareholders
BRAND ENERGY: Moody's Affirms 'B3' CFR/PDR; Outlook Stable

CAMARILLO PLAZA: Has Until Nov. 2 to File Chapter 11 Plan
CAMBRIDGE HEART: Noteholders OK Deferral of Interest Payments
CHEROKEE SIMEON: Files for Chapter 11 in Delaware
CIRCUIT CITY STORES: Settles LCD Price-Fixing Claims With Chi Mei
CIRCUS & ELDORADO: Wins Confirmation of Reorganization Plan

CLEARWIRE CORP: Comcast Holds 12.8% of Class A Shares
COMARCO INC: Seven Directors Elected to Board
CRYOPORT INC: To Issue Add'l 3MM Shares Under 2011 Incentive Plan
DCB FINANCIAL: Posts $306,000 Net Income in Third Quarter
DESERT HAWK: Gets $100,000 Loan from DMRJ Group Despite Default

DEVI LLC: Alabama Marriot Courtyard Hotel in Chapter 11
DEWEY & LEBOEUF: Former LeBoeuf Lamb Partners Appeal Settlement
DEWEY & LEBOEUF: Wants Stay Modified to Allow Setoff With GEAM
DEWEY & LEBOEUF: US Trustee Fights Bid to Disband Ex-Partner Panel
DIGITAL DOMAIN: Post-Sale Bonuses Approved by Court

DIGITAL DOMAIN: Makes Peace Over West Palm Beach Site
DTE ENERGY: Moody's Raises Rating on Sr. Secured Bonds to 'Ba2'
ELPIDA MEMORY: Wants to Incur $190-Mil. Shinseigin Financing
EP ENERGY: Moody's Rates $300-Mil. Second Lien Term Loan 'Ba3'
EP ENERGY: S&P Gives 'B+' Rating on $300MM Term Loan Due 2019

EPL OIL: Moody's Corrects October 15 Rating Release
EUROFINANCE SA: UK High Court Won't Enforce U.S. Default Judgments
FTLL ROBOVAULT: Files List of 20 Largest Unsecured Creditors
FULLER BRUSH: Lender Victory Park Buys Consumer Business
GUARANTY BANK, AUSTIN: FDIC Wants $900MM Suit in State Court

GUARANTY FINANCIAL: International Paper Settle Suit for $80MM
GUARANTY FINANCIAL: Int'l Paper Pays $80MM to End Trustee's Suit
HAWAIIAN TELCOM: S&P Raises Corporate Credit Rating to 'B'
HEALTH MANAGEMENT: Fitch Affirms 'BB-' Issuer Default Rating
HMX ACQUISITION: Sale Price Provides Full Payment to Secured Debt

HOLLYWOOD PANORAMA: Tenants Can't Amend Lawsuit Over 2001 Fire
HORSHAM 410: Files for Chapter 11 in Philadelphia
HOUSTON, TX: Fitch Affirms 'B' Rating on $323.5-Mil. Revenue Bonds
IDEARC INC: Properly Capitalized When Spun Off, Says JPM Exec
INCREDIBLE DAVE'S: Court Directs Brady to Turn On Scoring System

INDIANAPOLIS DOWNS: Fights Objections for $500M Sale, Ch. 11 Plan
INTERSTATE PROPERTIES: Files for Chapter 11 in Atlanta
IRVINGTON COMMUNITY: S&P Lowers Rating on 2 Bond Issues to 'BB+'
JACOBS FINANCIAL: Incurs $454,000 Net Loss in Aug. 31 Quarter
JEFFERSON COUNTY: Sued Over $4-Mil. Inmate Health Care Deal

K-V PHARMACEUTICAL: Cash Set to Increase by $6.5 Million
KH FUNDING: Wells Fargo Can't Nix Bondholder Suit Over Default
KINETIC CONCEPTS: S&P Keeps BB- Ratings on $2.4BB Secured Credit
LAUREATE EDUCATION: Moody's Keeps B2 CFR; Rates $350MM Notes Caa1
LAUREATE EDUCATION: S&P Affirms 'CCC+' Rating on $700MM Sr. Notes

LDK SOLAR: HRX to Buy 19.9% of Issued and Outstanding Capital
LEVI STRAUSS: Moody's Affirms 'B1' CFR/PDR; Outlook Positive
LOCATION BASED TECHNOLOGIES: Wins Over 100 New Business Customers
MENDOCINO COAST: CBA Issues Prompt Chapter 9 Filing
MENDOCINO COAST: Chapter 9 Case Summary & List of Top Creditors

MF GLOBAL: Corzine Seeks Dismissal of Investors' Lawsuit
MF GLOBAL: Trustees Win Judge Not to Shut Down WARN Act Case
MF GLOBAL: Jon Corzine Asks Judge to Toss Securities Fraud Suit
MF GLOBAL: Corzine Wants Dismissal From Fraud Class Action Suit
MGT CAPITAL: Now Debt-Free, Appeals NYSE Delisting

MILK HOLDING: S&P Rates $315MM Credit Facilities 'B-'
MOUNTAIN PROVINCE: To Issue $13.4 Million Subscription Rights
NAKNEK ELECTRIC: Wants Collateral Disposition, Settlement OK'd
NAVISTAR INTERNATIONAL: GAMCO Asset Discloses 6.2% Equity Stake
NAVISTAR INTERNATIONAL: Amends Rights Pact with Computershare

NEUSTAR INC: S&P Affirms 'BB' Corp Credit Rating; Outlook Revised
OCEAN BREEZE: Nov. 1 Hearing on Continued Cash Collateral Use
OLDE PRAIRIE: To Sell $195-Mil. Chicago Property
OVERSEAS SHIPHOLDING: Evaluating Options, Including Ch. 11
OVERSEAS SHIPHOLDING: Block & Leviton Probes Securities Violations

PATRIOT COAL: Court Extends Lease Decision Period Until Feb. 4
PEREGRINE PHARMACEUTICALS: Cohen Milstein Conducts Probe
PLAINS EXPLORATION: Moody's Rates $2.25-Bil. Senior Notes 'B1'
PLAINS EXPLORATION: S&P Rates $2.25-Bil. Unsecured Notes 'B'
QUALTEQ INC: Ch. 11 Trustee Wants to Incur $5-Mil. DIP Financing

RAIN CII: Moody's Reviews 'B1' CFR/PDR for Downgrade
RESIDENTIAL CAPITAL: Ocwen, Walter Win Auction for Servicing Biz
RESIDENTIAL CAPITAL: Won't Have Borrower-Homeowner Committee
RESIDENTIAL CAPITAL: GMAC to Pay PwC, Pepper Hamilton and Hudson
RESIDENTIAL CAPITAL: Wins Interim OK to Hire Hudson Cook

RESIDENTIAL CAPITAL: Pepper Hamilton Hiring Has Interim Approval
RESIDENTIAL CAPITAL: Fights Chapter 7 Liquidation Bid
RFSC INTERNATIONAL: In Voluntary Liquidation Proceedings in the UK
RG STEEL: Inks Stipulation Granting AFCO Credit Relief From Stay
RG STEEL: Asks Court's OK to Sell 100,000 Net Tons of Iron Pellets

RG STEEL: Deals Resolving Bids to Vacate Sale Order Resolved
RIVER CANYON: National Valuation Approved as Appraiser
ROYAL BANK: Fitch Views Sale Deal as Neutral to Ratings
SAAB CARS: Has November Plan Disclosure Hearing
SATCON TECHNOLOGY: Can Employ Epiq as Claims and Noticing Agent

SATCON TECHNOLOGY: Meeting to Form Creditors' Panel on Oct. 30
SATCON TECHNOLOGY: Procedures for Trading in Common Stock OK'd
SATCON TECHNOLOGY: Debtors' Representative in Any Foreign Country
SATCON TECHNOLOGY: Has Interim OK to Use Cash Collateral to Nov. 6
SATCON TECHNOLOGY: Amends List of 30 Largest Unsecured Creditors

SF CC INTERMEDIATE: Moody's Assigns 'B3' Corp. Family Rating
SHILO INN: Court Send Parties to Mediation to Resolve Plan Issues
SKINNY NUTRITIONAL: Inks Standstill Agreement with Trim Capital
SOLAR TRUST: Schedules Dec. 20 Plan Confirmation
SOLYNDRA LLC: Chapter 11 Plan Approved Over IRS Objection

STEREOTAXIS INC: Former Accuray Chairman & CEO Named to Board
STONE ENERGY: Moody's Rates $300-Mil. Sr. Unsecured Notes 'B3'
STONE ENERGY: S&P Rates $300MM Senior Unsecured Notes 'B-'
T3 MOTION: Due Date of Perry Trebatch Note Extended to Oct. 31
TIBURON POINTE: Investors' Substantial Contribution Claim Rejected

TIBURON VIEW: Investors' Substantial Contribution Claim Rejected
TRAVELERS INSURANCE: Haskell Sues for Cleanup Coverage
TRIBUNE CO: Seeks Court Approval to Obtain Exit Financing
TRIBUNE CO: Proposes Protocol for Senior Noteholder Payments
TRIBUNE CO: Ernst & Young Providing Additional Services

TRIDENT MICROSYSTEMS: Has Dec. 13 Plan Confirmation Hearing
UPPER DECK: European Arm Files Chapter 15 Petition in Manhattan
UPPER DECK: Chapter 15 Case Summary
US FOODS: Moody's Confirms 'B3' CFR/PDR; Outlook Stable
W.R. GRACE: Has Accord With Dairyland Insurance

W.R. GRACE: Proposes to Increase SC&H Expense Cap to $2.0-Mil.
W.R. GRACE: Ethical Wall Between Smith and Orrick Lawyers Set
WASHINGTON MUTUAL: Former Officers Face Resistance to Bonus Claims
WAVE SYSTEMS: To Raise $3.3-Mil. in Registered Direct Offering
WAYSIDE SCHOOLS: S&P Gives 'BB+' Rating on $719MM Revenue Bonds

WINDSOR FINANCING: Moody's Rates $246-Mil. Term Loan 'Ba2'
ZACKY FARMS: Has 7-Member Unsecured Creditors' Committee

* Moody's Says US Corporate Family Defaults Down in Q3 2012

* Stutman Treister Opens NY Office, Brings Back Mike Goldstein

* U.K. Supreme Court Won't Enforce U.S. Default Judgments

* 6th Circuit Appoints Schaaf as E.D. Kentucky Bankruptcy Judge
* 9th Circuit Appoints Latham as S.D. Calif. Bankruptcy Judge
* 9th Cir. Appoints Gary Sparker as Alaska Bankruptcy Judge

* Recent Small-Dollar & Individual Chapter 11 Filings



                            *********

18 RVC: Personal Guarantee Not Enough for Separate Unsecured Class
------------------------------------------------------------------
Bankruptcy Judge Robert E. Grossman said the existence of a
personal guaranty of a secured debt is not enough to classify the
unsecured deficiency claim of a partially secured lender
separately from other unsecured creditors.

In the Chapter 11 case of 18 RVC LLC, the Court was asked to rule
on (a) a motion for relief from the stay filed by the Debtor's
secured lender, New York Community Bank, to permit NYCB to proceed
with a foreclosure on the Debtor's real property, and (b) the
Debtor's amended disclosure statement related to the Debtor's
amended plan of reorganization.  The issue which guides the
Court's resolution of these two matters is whether under the facts
of the case it is legally permissible for a debtor to classify the
unsecured deficiency claim of a partially secured lender
separately from other unsecured creditors.  The Debtor concedes
that its ability to propose a viable plan of reorganization under
chapter 11 of the Bankruptcy Code hinges on the answer to this
question.

RVC LLC filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 812-
72378) on April 17, 2012, listing under $1 million in both assets
and debts.  The Debtor's sole asset is real property improved by a
commercial building located in Rockville Centre, New York.  The
Debtor is a "single asset real estate debtor" as that term is
defined in 11 U.S.C. Section 101(51B).  The Debtor has one tenant
-- R.S. Naghavi, MD, PLLC, which is the medical practice of Dr.
Reza Neghavi.  Dr. Neghavi is the managing member of the Debtor's
managing member, SMARS Holding, LLC.  The real property is
encumbered by a first mortgage lien held by NYCB in the total
amount of $1,145,839.  The Debtor filed the bankruptcy case to
forestall NYCB's foreclosure proceeding.

NYCB filed a motion for relief from the automatic stay, or
alternatively to dismiss the bankruptcy case on the ground that
the case was filed in bad faith for the sole purpose of
forestalling foreclosure of NYCB's interests.  NYCB argued that
the stay should be lifted because there is no equity in the real
property and the property is not necessary to an effective
reorganization.  NYCB argued that the Debtor has no ability to
confirm a plan of reorganization because NYCB's unsecured
deficiency claim would necessarily control the unsecured class
leaving the Debtor unable to satisfy the requirement of 11 U.S.C.
Section 1129(a)(10) that an impaired class of creditors vote in
favor of the plan.  The Court deferred ruling on the motion for
relief from stay -- conditioned upon $10,000 monthly adequate
protection payment being made to NYCB -- to allow the Debtor to
propose a confirmable plan.

On Aug. 17, 2012, the Debtor filed a proposed disclosure statement
and plan, and on Oct. 1, 2012, filed an amended disclosure
statement and amended plan.  The Plan as proposed classifies
NYCB's secured, first mortgage claim in Class 1 and proposes to
pay the secured claim $820,000 -- the alleged value of the
Debtor's real property -- plus 6% interest based on a 20-year
amortization, in 60 equal monthly installments of $5,874, with a
balloon payment of $693,782.86 to be paid at the end of 60 months.
The total debt owed to NYCB is $1,145,839.39.

Pursuant to 11 U.S.C. Section 506(a), the Plan proposes to
bifurcate NYCB's claim and treat the amount of the debt that
exceeds the value of the property, as an unsecured claim.  The
Plan classifies NYCB's $325,839.39 "deficiency" claim in Class 2
and proposes to pay 5% of that claim (approx. $16,292) in one lump
sum payment shortly after confirmation.  Class 3 of the Plan
contains minimal priority tax claims which will be paid in full,
and Class 4 is a class of miscellaneous unsecured creditors to
which the Debtor proposes to make a 5% distribution of
approximately $27,850.

NYCB objects to the approval of the Disclosure Statement on
several grounds, including that the proposed Plan improperly
classifies NYCB's unsecured deficiency claim separately from other
unsecured creditors.  Relying on Boston Post Road Limited
Partnership v. FDIC (In re Boston Post Road Limited Partnership),
21 F.3d 477 (2d Cir. 1994), cert denied, 513 U.S. 1109 (1995),
NYCB argues that by separately classifying NYCB's unsecured claim,
the Debtor has improperly gerrymandered the unsecured classes in
an attempt to ensure obtaining an impaired class of creditors who
will vote in favor of the Debtor's Amended Plan.

If NYCB's unsecured deficiency claim were included in the
miscellaneous unsecured creditor class -- Class 4 -- the dollar
amount of NYCB's claim in relation to the rest of the class, would
ensure that Class 4 would not accept the plan. However, if NYCB's
deficiency claim is separately classified, the rejection of the
plan by NYCB, and presumed acceptance by Class 4, would permit the
Debtor to proceed with a "cramdown" of the plan over NYCB's
objection.

The Debtor has filed no legal memoranda to support the separate
classification of NYCB's unsecured deficiency claim.  The Debtor,
however, pointed to a single recent decision of the Ninth Circuit
Bankruptcy Appellate Panel in Wells Fargo Bank, N.A. v. Loop 76
LLC (In re Loop 76 LLC), 465 B.R. 525 (B.A.P. 9th Cir. 2012).  The
Debtor's counsel argues that the existence of a personal guarantee
by Dr. Naghavi causes NYCB's claim not to be "substantially
similar" to the Debtor's other unsecured creditors which do not
have recourse against Dr. Naghavi.

At the hearing on Oct. 15, the Court issued an oral ruling
declining approval of the Disclosure Statement, and granting
NYCB's motion for relief from stay.   The Court agreed with NYCB
and held that the existence of a personal guarantee, without more,
is not a legitimate reason for separately classifying the
unsecured deficiency claim of a secured lender.

Aside from Loop, the Debtor has presented the Court with no other
legitimate reason for separately classifying NYCB's unsecured
deficiency claim.  The record is barren of any facts that could
allow the Court to find that there is any reason for separately
classifying the claim other than for the purpose of creating a
class of creditors to vote in favor of the Debtor's proposed plan
and cram down the secured lender.  Judge Grossman noted that the
majority of courts that have considered this issue have held that
the existence of a personal guarantee, alone, is not a sufficient
basis to find that an unsecured deficiency claim is not
substantially similar to other unsecured creditors.

A copy of the Court's Oct. 22, 2012 Memorandum Decision is
available at http://is.gd/7Y59N5from Leagle.com.


A123 SYSTEMS: Seeks Court Approval on Employee Incentive Plan
-------------------------------------------------------------
BankruptcyData.com reports that A123 Systems filed with the U.S.
Bankruptcy Court a motion for approval to implement a (I) key
employee incentive plan for 9 employees, (II) key employee
retention plan (KRP) for 66 employees and (III) postpetition
severance plan for all full-time employees. The motion further
requests that the amounts to be paid be granted administrative
expense priority status. The KEIP has an estimated price cost of
$2.4 million to $4.2 million, and the KERP's estimated coast is
$2.7 million.  The maximum severance will equal 12 weeks of pay.
The Court scheduled a Nov. 8, 2012 hearing on the motion.

                         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.


ALASKA AIR TAXI: Fighting IRS Over $1MM in Unpaid Taxes
-------------------------------------------------------
Katy Stech, writing for Dow Jones Newswires, reports that a fight
over $1 million in unpaid taxes has already caused pilot Jack
Barber's to put his Anchorage-based company, Alaska Air Taxi LLC,
and its fleet of seven small airplanes into Chapter 11 bankruptcy
protection.

Dow Jones notes Alaska Democratic Sen. Mark Begich is accusing the
IRS of trying to collect years' worth of back payments from
charter operators for a tax that he says is vaguely defined and
shouldn't be charged at all on certain flights.  His office said
that tax bills of up to $1 million have been sent to the state's
charter airline operators, which carry tourists to remote spots,
support the oil-and-gas industry and deliver cargo to hard-to-
reach villages in a state where 82% of communities are not
accessible by road, according to the Alaska Air Carriers
Association.

"This thing is going to affect all the tourism in Alaska, if not
the United States," Mr. Barber said of the IRS's interpretation of
the rules, according to the report.

Dow Jones says an IRS spokeswoman said she couldn't comment on
pending legislation or individual disputes.

                       About Alaska Air Taxi

Alaska Air Taxi LLC, a charter air carrier, filed a Chapter 11
petition (Bankr. D. Alaska Case No. 12-00631) on Oct. 20, 2012, 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.  David H.
Bundy P.C. serves as counsel to the Debtor.  A copy of the
Company's list of its 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/akb12-00631.pdf The petition
was signed by Jack B. Barber, managing member.


AMERICAN AIRLINES: Marathon Wants Examiner for Embraer Settlement
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Marathon Asset Management LP is trying to block or
delay a settlement under which AMR Corp. and its lenders agreed to
cut the costs of operating 216 smaller-capacity regional jets
manufactured by Embraer SA.  The jets are operated by American
Eagle Inc., the feeder airline for American Airlines Inc.

According to the report, Marathon, based in New York, points to
the period between June and November 2011, when AMR was trying to
avoid bankruptcy and attempting to spin off American Eagle to
shareholders.  To spruce up American Eagle's balance sheet,
ownership of 263 smaller jets was transferred to AMR from the
regional airline.  Marathon contends there may be fraudulent
transfer claims to bring against the lenders because AMR may have
received less in value that it gave up when it assumed about $2.3
billion in liability on the planes.  The lenders targeted by
Marathon are Brazil's Agencia Especial de Financiamento Industrial
and Banco Nacional de Desenvolvimento Economico e Social.

The report relates that Marathon filed papers Oct. 23 objecting to
the approval of the settlement with the financing parties.  The
bankruptcy court in New York will hold a hearing on Oct. 30 to
consider approval of the accord.

Marathon also asked the bankruptcy judge to appoint an examiner.
Marathon says it's not advocating for lawsuits yet and only wants
an examiner to say before the settlement is approved that no
valuable claims are being lost.

The Bloomberg report discloses that the papers filed by Marathon
cite AMR as saying that the aircraft transferred to the parent
were worth $1.8 billion at the time, or about $400 million less
than the debt AMR assumed.  AMR said that American Eagle canceled
some of the debt owing to the parent, so that it would be an even
exchange without fraudulent transfers.  Marathon's request for
appointment of an examiner is on the bankruptcy court's Nov. 8
calendar.

                          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).


AMERICAN APPAREL: Amends Purchase Agreement With CEO and Chairman
-----------------------------------------------------------------
American Apparel, Inc., and Dov Charney, the Company's Chairman,
Chief Executive Officer and principal stockholder, entered into an
amendment to the Purchase Agreement, dated as of April 27, 2011,
between the Company and Mr. Charney.

Subject to receipt of any required stockholder approval under the
rules of the NYSE MKT, the amendment extends by one year the
measurement periods for Mr. Charney's anti-dilution protection
provisions and reduces the length of the corresponding stock price
target periods from 60 days to 30 days.  A copy of the Amendment
is available at http://is.gd/nP8DJG

Although it is ordinarily the Company's policy not to comment on
trading activity in its common stock, in light of recent market
activity, the Company confirms that it is unaware of any
developments concerning the business of the Company that could
account for the recent trading volatility or volume of the
Company's common stock.

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company reported a net loss of $39.31 million in 2011 and a
net loss of $86.31 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$326.72 million in total assets, $297.80 million in total
liabilities, and $28.91 million in total stockholders' equity.


AMPAL-AMERICAN: Receives Favorable NASDAQ Listing Determination
---------------------------------------------------------------
Ampal-American Israel Corporation, a holding company with
experience in acquiring interests in various businesses with
emphasis in recent years on energy, chemical and related fields,
disclosed that the NASDAQ Listing Qualifications Hearings Panel
has determined to continue the listing of the Company's Class A
Stock on The NASDAQ Capital Market, subject to the Company's
timely satisfaction of certain milestones relating to the
Company's debt restructuring efforts under the Company's Chapter
11 proceeding and the Company's compliance with the requirements
for initial listing on The NASDAQ Capital Market upon its
emergence from Chapter 11 bankruptcy, ultimately, by no later than
Feb. 18, 2013.

The NASDAQ Listing Qualifications Staff had previously issued (i)
a delist determination letter on Aug. 21, 2012 based upon the
rejection of the Company's plan for coming into compliance with
the $2,500,000 minimum stockholders' equity listing requirement
and (ii) a delist determination letter on Aug. 30, 2012 based upon
the Chapter 11 filing, and the Company subsequently appealed the
proposed delisting to the Panel.  The Company's hearing before the
Panel was held on Oct. 4, 2012.

                       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.


ARCAPITA BANK: Court Adjourns Hearing on SP Financing to Oct. 25
----------------------------------------------------------------
The hearing to consider Arcapita Bank B.S.C.(c), et al.'s motion
for entry of an order authorizing the Debtors to enter into the
Silver Point DIP facility, will resume on Oct. 25, 2012, at 2:00
p.m.  The hearing had been earlier scheduled on Oct. 23, 2012, at
2:00 p.m.

As reported in the Oct. 2, 2012 edition of the TCR, Arcapita Bank
has arranged up to $150 million of Shari'ah compliant financing
from Silver Point Finance LLC.  The Debtors intend to pay Silver
Point a $2.25 million commitment fee.  The fee won't be paid until
Silver Point waives the right to perform further investigation and
secures approval from its own credit committee.  Arcapita has the
right to accept an unsolicited financing proposal from another
lender.  Silver Point would be paid a $1.25 million breakup fee if
a deal with another lender is reached.  The proposed Silver Point
loan is to bear interest at 10.5 percentage points higher than the
London interbank offered rate.

                        About Arcapita Bank

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

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

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

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

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

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

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

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


ARDENT MEDICAL: Joint Venture No Impact on Moody's 'B2' CFR
-----------------------------------------------------------
Moody's Investors Service commented that the announcement that
Ardent Medical Services, Inc. had formed a joint venture with
Baptist Community Services of Amarillo, Texas to operate BSA
Health System is a credit positive but does not impact the B2
Corporate Family Rating. However, Moody's believes that the
company will need to access the capital markets in order to
complete the transaction, maintain its liquidity position and fund
the considerable capital investments committed to as part of the
agreement. The credit impact of any such financing transaction
will be assessed at that time. The rating outlook is stable.

The principal methodology used in rating Ardent 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.

Ardent Medical Services, Inc. is a wholly owned subsidiary of AHS
Medical Holdings LLC (collectively "Ardent"). Ardent, through its
subsidiaries, operates eleven acute care hospitals and other
healthcare facilities and three health plans in two states. The
company recognized approximately $2.1 billion in revenue before
the provision for doubtful accounts for the twelve months ended
June 30, 2012. Ardent is a privately held company with a
controlling interest in its outstanding shares held by Welsh,
Carson, Anderson & Stowe (WCAS).


ATP OIL: Martin Energy Joins Creditors Committee
------------------------------------------------
Judy A. Robbins, the U.S. Trustee for Region 7, has filed a third
amended notice of the appointment of Official Committee of
Unsecured Creditors in the Chapter 11 case of ATP Oil and Gas
Corporation.

Martin Energy Services, LLC, replaced Alpha Rental Tools, Inc., in
the Committee.

The Committee now comprises:

      1. Michael L. Spolan, for Capital Ventures International
         c/o Heights Capital Management Inc.
         101 California Street, Suite 3250
         San Francisco, CA 94111
         Tel: (415) 403-6500
         Fax: (415) 403-6525
         E-mail: michael.spolan@sig.com

      2. Jason T. Meek, for Burnham Securities Inc.
         c/o KLR Group, 510 Madison Ave., 10th Floor
         New York, NY 10022 or
         1001 Fannin Street, Suite 550
         Houston, TX 77002
         Tel: (713) 256-5261
         Fax: (713) 654-9090
         E-mail: jm@klrgroup.com

      3. Susan Benoit, for Deep South Chemical, Inc.
         P.O. Box 80657
         Lafayette, LA 70598
         Tel: (337) 837-9931
         E-mail: susanbenoit@deep-south-chemical.com

      4. Paul Robinson, Evan Behrens or Tomas Johnson, for
         ERA Helicopters LLC
         600 Airport Service Road
         Lake Charles, LA 70605
         Tel: (954) 627-5206
              (954) 292-0945(m)
         E-mail: probinson@ckor.com
                 ebehrens@ckor.com
                 tjohnson@erahelicopters.com

      5. Scott McPherson, for Martin Energy Services, LLC
         Three Riverway, Suite 400
         Houston, TX 77056
         Tel: (713) 350=6861
              (713) 350-2861
         E-mail: smpherson@martinmlp.com

      6. James (Jim) M. Sczudlo or Don Burell, for
         Schlumberger Technology Corporation
         1325 S. Dairy Ashford Road
         Houston, TX 77077
         Tel: (281) 785-1964
         Fax: (281) 285-8715
         Tel: (713) 828-2996(c)
         E-mail: sczudlo@slb.com
                 dburell@slb.com

      7. Linda Norvell, for M-I, LLC d/b/a M-I SWACO
         5950 North Concourse Dr.
         Houston, TX 77072
         Tel: (832) 295-2642
         E-mail: lnorvell@miswaco.slb.com

                           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: To Close 20 Locations In Bankruptcy
------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that Tennessee
restaurant chain Back Yard Burgers Inc. is planning to close 20
locations, nearly all of its company-owned locations, after filing
for Chapter 11 bankruptcy protection last week.

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.


BACK YARD BURGERS: Meeting to Form Creditors' Panel on Oct. 30
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Oct. 30, 2012, at 10:00 am in
the bankruptcy case of Back Yard Burgers Inc., et al.  The meeting
will be held at:

         J. Caleb Boggs Federal Building
         844 N. King Street, Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                      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.


BERNARD L. MADOFF: UK High Court Ruling May Impact Picard Actions
-----------------------------------------------------------------
Bloomberg News' Erik Larson in London reports that Britain's top
court decided for the first time that U.S. bankruptcy rulings
against debtor companies that don't appear in court to defend
themselves can't be recognized in the U.K.

According to Bloomberg, the U.K. Supreme Court ruled in London
that allowing so-called default judgments from the U.S. and other
countries to be recognized in Britain would be a "radical
departure" from current law and detrimental to domestic business.

Bloomberg says the U.K. Supreme Court case involves a $10 million
default judgment in New York against Eurofinance SA, a bankrupt
sales-promotion company based in the British Virgin Islands.  A
trustee for Eurofinance had sought to enforce a New York judgment
in England, where the people associated with the company live.

The ruling "benefits businesses or individuals in the U.K. who
might otherwise be obliged to attend litigation proceedings in the
U.S., or indeed anywhere else in the world, that arise in a
bankruptcy," said Patrick Elliot, a lawyer with Brown Rudnick LLP
in London, who represented Eurofinance.

                    Setback for Madoff Trustee

Bloomberg says the the ruling is a setback for Irving Picard, the
trustee for jailed con man Bernard L. Madoff's firm.  While he
wasn't a party in the case, he filed court papers promoting the
recognition of U.S. judgments in Britain as he seeks to enforce
three New York rulings totaling $1.25 billion in courts in
Gibraltar and the Cayman Islands, which are influenced by U.K.
law.

"This judgment will make large cross-border insolvencies more
difficult," said Nick Herrod, a lawyer with Allen & Overy LLP in
London, who isn't involved in the case, according to the Bloomberg
report.  "It's disappointing because it's pushing against the
tide" of recent cases that were "building quite a bit of
momentum."

Bloomberg says Amanda Remus, a Picard spokeswoman, declined to
comment.

According to Bloomberg, all three of Mr. Picard's cases were
adjourned to await the U.K. Supreme Court's ruling, according to
the judgment.  The Supreme Court said it didn't make any findings
in relation to the Madoff cases, and the entities sued by Mr.
Picard also filed court papers to make their arguments.


BERRY PLASTICS: To Issue 21.6MM Shares Under Incentive Plans
------------------------------------------------------------
Berry Plastics Group, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registering an aggregate of
21,636,587 shares of Berry Plastics Group, Inc., common stock, par
value $0.01 per share, that may be offered pursuant to the Berry
Plastics Group, Inc. 2006 Equity Incentive Plan or the Berry
Plastics Group, Inc. 2012 Long-Term Incentive Plan.  A copy of the
filing is available for free at http://is.gd/K5DykY

                       About Berry Plastics

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

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

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

                           *     *     *

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

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


BION ENVIRONMENTAL: Sends October Newsletter to Shareholders
------------------------------------------------------------
Bion Environmental Technologies, Inc., mailed a newsletter to its
shareholders on Oct. 19, 2012, entitled 'Shareholder Newsletter
October 2012'.  The newsletter is designed to help keep
shareholders informed of Bion's progress.

Bion's biggest news came in August with the announcement that the
Company's credit verification plan for Kreider Dairy had been
approved by Pennsylvania's Department of Environmental Protection
(PA DEP) and a full water quality management permit issued to
replace the experimental permit.

A copy of the newsletter which is available for free at
http://is.gd/33fZco

                      About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).

The Company reported a net loss applicable to the Company's common
stockholders of $7.35 million on $0 of revenue for the year ended
June 30, 2012, compared with a net loss applicable to the
Company's common stockholders of $7.54 million on $0 of revenue
for the same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $8.67 million
in total assets, $9.41 million in total liabilities, $43,650 in
Series B Redeemable Convertible Preferred Stock, and a $774,180
total deficit.

GHP HORWATH, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended June 30, 2012.  The independent auditors noted
that the Company has not generated revenue and has suffered
recurring losses from operations which raise substantial doubt
about its ability to continue as a going concern.


BRAND ENERGY: Moody's Affirms 'B3' CFR/PDR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and B3 probability of default rating of Brand Energy &
Infrastructure Services, Inc. Moody's also affirmed the B2 ratings
on Brand's first lien term loan due 2018 and revolver due 2017 as
well as the Caa2 rating on the second lien bank credit facility.
Moody's assigned B2 ratings to Brand's first lien term loan due
2016 as well the term loans to be issued by Brand's wholly-owned
subsidiary, Aluma Systems Inc., as borrower. These actions result
from Brand finalizing its debt capital structure, consisting of a
$75 million revolving credit facility, a two tranche $775 million
first lien term loan, and a $300 million second lien term loan.
Moody's notes that a bilateral $50 million letter of credit
facility (unrated) replaced the originally planned fully funded
$50 million letter of credit facility. The B2 rating on the
original letter of credit facility has been withdrawn. The rating
outlook is stable.

The following ratings/assessments were affected by this action:

Brand Energy & Infrastructure Services, Inc.:

  Corporate Family Rating affirmed at B3;

  Probability of Default Rating affirmed at B3;

  $75.0 mil. 1st Lien Sr. Secured Revolving Credit Facility due
  2017 affirmed at B2 (LGD3, 39%);

  $201.6 mil. 1st Lien Sr. Secured Term Loan due 2016 assigned B2
  (LGD3, 39%);

  $423.4 mil. 1st Lien Sr. Secured Term Loan due 2018 affirmed at
  B2 (LGD3, 39%); and,

  $300.0 mil. 2nd Lien Sr. Secured Term Loan due 2019 affirmed at
  Caa2 (LGD5, 89%).

Aluma Systems Inc. (guaranteed by Brand):

  $48.4 mil. 1st Lien Sr. Secured Term Loan due 2016 assigned B2
  (LGD3, 39%); and,

  $101.6 mil. 1st Lien Sr. Secured Term Loan due 2018 assigned B2
  (LGD3, 39%).

Ratings Rationale

Brand's B3 Corporate Family Rating remains constrained by its
highly leveraged capital structure. Moody's anticipates that the
company's debt-to-EBITDA will remain above 6.0 times, debt-to-book
capitalization around 100%, and interest coverage defined as
(EBITDA-CAPEX)-to-interest expense will be about 1.5 times (all
ratios incorporate Moody's standard adjustments for operating
leases) over the next 12 to 18 months. Nevertheless, the large
amount of balance sheet debt to be serviced limits Brand's ability
to generate meaningful levels of earnings and free cash flow.
However, Moody's recognizes Brand's operational improvement and
expansion across key end markets driven by increased customer
spending and share gains. Moody's also anticipates the company
should benefit from capital project wins in the refining and
chemical end markets, the main drivers of Brand's revenues.

The B2 rating assigned to the first lien senior secured bank
credit facility, one notch above the corporate family rating,
reflects its position as the most senior committed debt in Brand's
capital structure. The bank credit facility is comprised of a $75
million revolving credit facility expiring in October 2017, and a
$775 million term loan consisting of two tranches with different
maturity dates. $250 million of the term loan will mature in
October 2016 and $525 million matures in October 2018. Each
tranche is secured by a first priority security interest in
substantially all of the company's domestic and Canadian assets
and amortizes 1% per year with a bullet payment at maturity. Aluma
Systems Inc. ("Aluma"), Brand's major Canadian operating
subsidiary, is a co-borrower of the first lien term loan. $150
million of the $775 million first lien term is allocated to Aluma
on a pro rata basis for each tranche. Brand provides a downstream
guaranty for Aluma's borrowings. Brand's significant domestic
subsidiaries provide upstream guarantees only for domestic
borrowings.

The Caa2 assigned to the second lien term loan is two notches
below the corporate family rating and reflects its position as the
most junior debt in Brand's capital structure. It is secured by
the same collateral as the first lien credit facilities, except on
a second lien basis. Brand's significant domestic subsidiaries
will provide upstream guarantees as well. There is no
amortization, but a bullet payment due at maturity in October
2019.

Positive rating actions could ensue if Brand demonstrates that its
recent operational improvement is sustainable and that it can
generate significant levels of operating earnings and free cash
flow. Debt-to-EBITDA trending towards 5.5 times or (EBITDA-CAPEX)-
to-interest expense sustained above 2.0 times (all ratios
incorporate Moody's standard adjustments) could result in upwards
ratings movement.

Negative rating pressures could result from Brand's liquidity
profile becoming constrained or its financial performance
deteriorating such that debt-to-EBITDA nears 7.0 times or (EBITDA-
CAPEX)-to-interest expense falls towards 1.0 times (all ratios
incorporates Moody's standard adjustments).

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

Brand Energy & Infrastructure Services, Inc., headquartered in
Kennesaw, GA, is the largest multi-craft specialty services
company in North America. It provides scaffolding, insulation,
coatings and other services supporting the refining, chemical and
power industries. First Reserve Corporation, through affiliated
funds, is the majority owner of Brand. Revenues for the last 12
months through June 30, 2012 totaled about $1.6 billion.


CAMARILLO PLAZA: Has Until Nov. 2 to File Chapter 11 Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation granting Camarillo Plaza, LLC until Nov. 2,
2012, to file its Chapter 11 Plan and explanatory Disclosure
Statement.

Shopping center operator Camarillo Plaza LLC, based in Los
Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-59637) on Dec. 5, 2011.  Judge Sheri Bluebond
was assigned to the case.  At the Debtor's behest the next day,
the case was transferred to the Northern Division (Bankr. C.D.
Calif. Case No. 11-bk-15562).  The case in the Los Angeles
Division was closed, and Judge Robin Riblet took over from Judge
Bluebond.

The Debtor scheduled assets of $21,646,714 and liabilities of
$12,286,585 as of the Chapter 11 filing.  Janet A. Lawson, Esq.,
in Ventura County, California, serves as the Debtor's counsel.
The petition was signed by Aaron Arnold Klein, managing partner.


CAMBRIDGE HEART: Noteholders OK Deferral of Interest Payments
-------------------------------------------------------------
Cambridge Heart, Inc., is a party to Subscription Agreements
entered into by the Company and the subscribers, dated as of
Jan. 17, 2012, Feb. 28, 2012, and May 23, 2012, pursuant to which
the Company issued 8% secured convertible promissory notes,
warrants to purchase shares of the common stock of the Company and
additional investment rights.

Under the terms of the Prior Subscription Agreements, the holders
of at least 65% of each affected component of the securities
issued pursuant to the Prior Subscription Agreements may consent
to take or forebear from any action permitted under or in
connection with the Prior Subscription Agreements or any other
documents entered into pursuant to the Prior Subscription
Agreements, modify any Prior Transaction Document or waive any
default or requirement applicable to the Company or the
subscribers under the Prior Transaction Documents.

On July 31, 2012, the Company issued additional 8% secured
convertible promissory notes in connection with the exercise by
certain subscribers of additional investment rights.

On Oct. 17, 2012, the holders of more than 65% of the outstanding
principal balance of the Prior Notes consented to:

   (i) the deferral of the interest payments on the Prior Notes
       that would otherwise be due on Oct. 1, 2012, and Jan. 1,
       2013, until the earlier to occur of (a) March 31, 2013, (b)
       the decision by the Company's board of directors that the
       Company has sufficient capital to pay the deferred
       interest, (c) the sale of the Company or (d) the bankruptcy
       of the Company;

  (ii) the issuance by the Company of up to $300,000 in additional
       debt that is senior to the Prior Notes in right of payment
       and with respect to proceeds; and

(iii) agreed to execute those amendments to the Prior Transaction
       Documents as necessary to give effect to the foregoing.

On Oct. 17, 2012, the Company issued and sold in a private
placement secured promissory notes in the aggregate principal
amount of $150,000 pursuant to the terms of a Subscription
Agreement dated Oct. 17, 2012, between the Company and two current
shareholders of the Company, including Roderick de Greef, the
Chairman of the Board of the Company.  The securities were offered
and sold pursuant to an exemption from registration under Section
4(2) of the Securities Act of 1933, as amended.

The New Notes will mature on March 31, 2013, and bear interest at
the rate of 8% payable on the Maturity Date.  The New Notes may be
prepaid at any time without premium.

The New Notes are secured by all of the assets of the Company.
The Company is currently seeking an amendment to the Security
Agreement between the Company and each of the Prior Note holders
to permit the New Note holders to have the right to receive
payments prior and in preference to the holders of the Prior
Notes.

As of Oct. 17, 2012, 100,112,960 shares of the Company's common
stock were outstanding.  On an as-converted basis, the Company has
124,659,416 shares of common stock issued and outstanding,
including 100,112,960 shares of common stock issued, 4,180,602
shares issuable upon conversion of the Series C-1 Convertible
Preferred Stock and 20,365,854 shares issuable upon conversion of
the Series D Convertible Preferred Stock.

                       About Cambridge Heart

Tewksbury, Mass.-based Cambridge Heart, Inc., is engaged in the
research, development and commercialization of products for the
non-invasive diagnosis of cardiac disease.

In its report on the financial statements for the year ended
Dec. 31, 2011, McGladrey & Pullen, LLP, in Boston, Massachusetts,
expressed substantial doubt about Cambridge Heart's ability to
continue as a going concern.  The independent auditors noted that
of the Company's recurring losses, inability to generate positive
cash flows from operations, and liquidity uncertainties from
operations.

The Company reported a net loss of $5.40 million in 2011, compared
with a net loss of $5.17 million in 2010.

The Company's balance sheet at June 30, 2012, showed $1.60 million
in total assets, $4.89 million in total liabilities, $12.74
million in convertible preferred stock and a $16.04 million total
stockholders' deficit.


CHEROKEE SIMEON: Files for Chapter 11 in Delaware
-------------------------------------------------
Cherokee Simeon Venture I, LLC, filed a bare-bones Chapter 11
petition (Bankr. D. Del. Case No. 12-12913) on Oct. 23, 2012,
estimating at least $10 million in assets and liabilities.

Zeneca Inc. has unliquidated and contingent claims of up to
$25 million and $17.9 million on account of business debt,
according to a court filing.

Rafael Xavier Zahralddin-Aravena, Esq., at Elliott Greenleaf, in
Wilmington, serves as counsel to the Debtor.


CIRCUIT CITY STORES: Settles LCD Price-Fixing Claims With Chi Mei
-----------------------------------------------------------------
Beth Winegarner at Bankruptcy Law360 reports that the liquidating
trust for Circuit City stores on Monday reached a settlement with
Chi Mei Electronics in antitrust multidistrict litigation over
price-fixing in the market for LCD screens.

Although the terms of the settlement were sealed, the damage claim
is more than $10 million, according to court documents. The
agreement only applies to LCD screens, and not other claims
Circuit City's trust is pursuing against the Taiwanese electronics
company, Bankruptcy Law360 relates citing a motion filed with the
Virginia bankruptcy court Monday.

                       About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Va. Lead Case No. 08-35653) on Nov. 10, 2008.
InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, served as the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, acted as the Debtors' local counsel.
The Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel was Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC served as the Debtors' claims and voting
agent. The Debtors disclosed total assets of $3,400,080,000 and
debts of $2,323,328,000 as of Aug. 31, 2008.

Circuit City opted to liquidate its 721 stores and obtained the
Bankruptcy Court's approval to pursue going-out-of-business sales,
and sell its store leases in January 2009.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

On Sept. 14, 2010, the Court entered an order confirming the
Debtors' Plan of Liquidation, which created the Circuit City
Stores, Inc. Liquidating Trust and appointed Alfred H. Siegel as
Trustee.  The Plan became effective Nov. 1, 2010.


CIRCUS & ELDORADO: Wins Confirmation of Reorganization Plan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Circus & Eldorado Joint Venture, the operator of the
Silver Legacy Resort Casino in Reno, Nevada, can exit bankruptcy
protection after a judge signed a confirmation order Oct. 23
approving a Chapter 11 reorganization plan.

According to the report, confirmation without a fight was made
possible when the casino's owners reached a settlement this month
with noteholder Black Diamond Capital Management LLC.  Negotiated
before the Chapter 11 filing in May with some of the noteholders,
the plan restructures $142.8 million in 10.125% senior secured
notes that matured March 1.  The casino is a joint venture between
MGM Resorts International and Eldorado Resorts LLC.

The report relates that with Black Diamond in opposition, the
noteholder class originally voted down the plan.  A spate of
litigation ensued between the casino and Black Diamond.

The report notes that ultimately, both sides dropped most claims,
except Black Diamond agreed to pay the casino $325,000 for legal
expenses incurred in the effort to knock out Black Diamond's
opposition vote.  With noteholders voting for the plan, it gives
them about $92.8 million in cash along with a new second-lien note
for $27.5 million, for a predicted 88.8% recovery, according to
the disclosure statement.

Prior to the petition date, the Debtors 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 contemplated
the filing of a plan no later than June 1, 2012.

The Bloomberg report discloses that under the confirmed plan,
unsecured creditors are being paid in full on about $5 million in
claims.  The owners are making new capital contributions.  The
notes traded on Oct. 17 for 86 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.

                     About Circus and Eldorado

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

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

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

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

The Company did not make the required principal payment of its
10.125% mortgage notes on the maturity date of March 1, 2012.  The
company also elected not to make the scheduled interest payment.
As a result, an aggregate of $142.8 million principal amount of
Notes were outstanding and accrued interest of $7.23 million on
the Notes, as of March 1, 2012, was due and payable.

Judge Bruce T. Beesley presides over the Chapter 11 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.

August B. Landis, the 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.


CLEARWIRE CORP: Comcast Holds 12.8% of Class A Shares
-----------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Comcast Corporation and Comcast Wireless Investment,
LLC, disclosed that, as of Oct. 17, 2012, they beneficially own
88,504,132 shares of Class A common stock of Clearwire Corporation
representing 12.8% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/3rfhWA

                    About Clearwire Corporation

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

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

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

                           *     *     *

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

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

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


COMARCO INC: Seven Directors Elected to Board
---------------------------------------------
The 2012 annual meeting of shareholders of Comarco, Inc., was held
on Oct. 18, 2012.  At that Meeting, the Company's shareholders
voted to elect Paul Borowiec, Wayne G. Cadwallader, Thomas W.
Lanni, Richard T. LeBuhn, Michael R. Levin, Michael H. Mulroy and
Louis E. Silverman to serve until the 2013 Annual Meeting of
Shareholders and until their successors are elected.

The shareholders also ratification of the appointment of Squar,
Milner, Peterson, Miranda & Williamson LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Jan. 31, 2013.

                        About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.

Comarco reported a net loss of $5.31 million for the year ended
Jan. 31, 2012, compared with a net loss of $5.97 million during
the prior year.

The Company's balance sheet at July 31, 2012, showed $5.23 million
in total assets, $7.05 million in total liabilities and a $1.82
million total stockholders' deficit.

After auditing the fiscal 2012 financial results, Squar, Milner,
Peterson, Miranda & Williamson, LLP, in Newport Beach, California,
expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and negative cashflow
from operations, has had declining working capital and
uncertainties surrounding the Company's ability to raise
additional funds.


CRYOPORT INC: To Issue Add'l 3MM Shares Under 2011 Incentive Plan
-----------------------------------------------------------------
CryoPort, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 relating to the registration of 3,000,000
shares of its common stock, par value $0.001 per Share, issuable
to eligible employees and directors of the Company under the
CryoPort, Inc., 2011 Stock Incentive Plan, which is in addition to
the 2,300,000 shares of Common Stock registered on the Company's
Form S-8 filed on Oct. 4, 2011.  A copy of the Form S-8 prospectus
is available for free at http://is.gd/ixy6j9

                         About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- provides innovative cold
chain frozen shipping system dedicated to providing superior,
affordable cryogenic shipping solutions that ensure the safety,
status and temperature of high value, temperature sensitive
materials.  The Company has developed a line of cost-effective
reusable cryogenic transport containers capable of transporting
biological, environmental and other temperature sensitive
materials at temperatures below 0-degree Celsius.

The Company reported a net loss of $7.83 million for the year
ended March 31, 2012, compared with a net loss of $6.15 million
during the prior fiscal year.

The Company's balance sheet at June 30, 2012, showed $4.23 million
in total assets, $1.96 million in total liabilities and $2.26
million in total stockholders' equity.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company has incurred recurring
operating losses and has had negative cash flows from operations
since inception.  Although the Company has working capital of
$4,024,120 and cash & cash equivalents of $4,617,535 at March 31,
2012, management has estimated that cash on hand, which include
proceeds from the offering received in the fourth quarter of
fiscal 2012, will only be sufficient to allow the Company to
continue its operations only into the fourth quarter of fiscal
2013.  These matters raise substantial doubt about the Company's
ability to continue as a going concern.


DCB FINANCIAL: Posts $306,000 Net Income in Third Quarter
---------------------------------------------------------
DCB Financial Corp. reported net income of $306,000 on
$4.57 million of total interest income for the three months ended
Sept. 30, 2012, compared with net income of $276,000 on
$5.59 million of total interest income for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2012, showed
$494.17 million in total assets, $458.44 million in total
liabilities and $35.73 million in total stockholders' equity.

"This is our third consecutive quarter of generating positive
earnings," noted Ronald J. Seiffert, president and chief executive
officer.  "I am very encouraged about our future because we have
made significant improvements in our loan quality and our earnings
have become more consistent."

A copy of the press release is available for free at:

                        http://is.gd/ec7qHi

                        About DCB Financial

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

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

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

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

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

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


DESERT HAWK: Gets $100,000 Loan from DMRJ Group Despite Default
---------------------------------------------------------------
Desert Hawk Gold Corp. entered into a Fifth Amendment to its
Investment Agreement with DMRJ Group I, LLC, which further amended
the Investment Agreement, dated as of July 14, 2010, pursuant to
which, among other things, DMRJ Group has made available to the
Company a senior secured term loan credit facility of up to
$6,500,000.  The Fifth Amendment allows the Company to make a
further request for term loan advances under the Investment
Agreement of up to $100,000.

These proceeds may be used by the Company for working capital and
ordinary general corporate purposes.  The maturity date of this
and all prior advances is now set at Dec. 15, 2012.  All prior
advances and the advances permitted under this Fifth Amendment
will bear interest at a rate of 2% per month.  As of Oct. 16,
2012, the total payments owed by the Company under the Investment
Agreement are $5,865,492.

On June 29, 2012, the Company and the Investor entered into a
Forbearance Agreement pursuant to which DMRJ agreed to forbear for
a limited period of time from exercising its rights and remedies
with respect to an event of default by virtue of the Company's
failure to make a mandatory prepayment as required under the
Investment Agreement.

On July 31, 2012, the conditions set forth in the forbearance
agreement were not satisfied and the Forbearance Period expired.

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

                        http://is.gd/OavBX2

                         About Desert Hawk

Desert Hawk Gold Corp., an exploration stage company, engages in
the acquisition and exploration of mineral properties.  The
company has interests in 334 unpatented claims, including the
unpatented mill site claim, 42 patented claims, and 5 Utah state
mineral leases located on state trust lands covering approximately
33 square miles in the Gold Hill Mining District in Tooele County,
Utah.  It also holds eight unpatented mining claims in Yavapai
County, Arizona.  The company was formerly known as Lucky Joe
Mining Company and changed its name to Desert Hawk Gold Corp. in
April 2009.  Desert Hawk Gold Corp. was incorporated in 1957 and
is based in Spokane, Washington.

Desert Hawk reported a net loss of $4.77 million in 2011,
following a net loss of $2.85 million in 2010.  Desert Hawk
reported a net loss of $1.44 million for the three months ended
June 30, 2012, compared with a net loss of $2.56 million for the
same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $1.45 million
in total assets, $6.60 million in total liabilities and a $5.15
million total stockhodlers' deficit.

DeCoria, Maichel & Teague, PS, in Spokane, Washington, issued a
"going concern" qualification on the consolited financial
statements for the hear ended Dec. 31, 2011.  The independent
auditors noted that the Company has an accumulated deficit through
Dec. 31, 2011, which raises substantial doubt about its ability to
continue as a going concern.


DEVI LLC: Alabama Marriot Courtyard Hotel in Chapter 11
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of a Marriott Courtyard hotel in Oxford,
Alabama, filed a petition for Chapter 11 protection.

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

The Debtor disclosed assets of $8.4 million and liabilities of
$11.4 million in its schedules, almost all representing secured
debt.  Branch Banking & Trust Co. is owed more than $7.2 million,
the mortgage lender said in a court filing.  The hotel is worth
less than the debt, the bank said.


DEWEY & LEBOEUF: Former LeBoeuf Lamb Partners Appeal Settlement
---------------------------------------------------------------
The Ad Hoc Committee of Retired Partners of LeBoeuf, Lamb, Leiby &
MacRae appeals under 28 U.S.C. Section 158(a) and (b) and Rule
8001 of the Federal Rules of Bankruptcy Procedure, from the Oct.
9, 2012 Memorandum Opinion and Order, entered by the Honorable
Martin Glenn United States Bankruptcy Judge, granting Dewey &
LeBoeuf LLP's Motion for an Order Approving Partner Contribution
Settlement Agreements and Mutual Releases for Participating
Partners and denying Ad Hoc Committee of Retired Partners of
LeBoeuf, Lamb, Leiby & MacRae's Motion to Appoint an Examiner.

As reported in the TCR on Oct. 10, 2012, the Bankruptcy Court
approved Dewey & LeBoeuf's partner contribution settlement
agreements and mutual releases for certain participating partners.
Under the PCPs, 400 of Dewey's roughly 670 ex-partners agreed to
participate and have committed roughly $71 million in aggregate
settlement payments, constituting roughly 80% of the aggregate of
all partner contribution amounts sought from former partners.

The Court also denied the request by the Ad Hoc Committee of
Retired Partners of LeBoeuf, Lamb, Leiby & MacRae to appoint an
examiner.

                       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.


DEWEY & LEBOEUF: Wants Stay Modified to Allow Setoff With GEAM
--------------------------------------------------------------
Dewey & LeBoeuf LLP will present for signature of United States
Bankruptcy Judge Martin Glenn on Nov. 5, 2012, at 12:00 p.m. the
proposed Stipulation and Agreed Order Between the Debtor and GE
Asset Management Incorporated Granting Relief to Set Off Mutual
Prepetition Claims and Granting Related Relief.  Responses or
objections, if any, to the entry of the Proposed Order are due no
later than 4:00 p.m. on Nov. 2, 2012.

As of the Petition Date, the Debtor owed GEAM the sum of $362,171.
As of the Petition Date, GEAM owed the Debtor the sum of $686,025
for legal services rendered by the Debtor, as billed to GEAM under
client number 070200.

The Parties stipulate and agree, subject only to Bankruptcy Court
approval:

   1. As of the date that this Stipulation is approved by the
      Bankruptcy Court, pursuant to Section 362(d)(1) of the
      Bankruptcy Code, the automatic stay under Section 362(a) of
      the Bankruptcy Code will be modified to the extent necessary
      to effectuate the Setoff.

   2. Within 10 calendar days following the Effective Date, GEAM
      will effectuate the Setoff and pay the Remaining GEAM
      Obligation of $323,854 to the account specified in writing
      by the Debtor.

   3. Upon exercise of the Setoff on the Setoff and Payment Date,
      and subject to the releases set forth in paragraph 4 below,
      the Prepetition GEAM Claim will be deemed satisfied in full.
      GEAM, on behalf of itself and its predecessors, successors,
      assigns, trustees, fiduciaries, estates, attorneys,
      insurers, representatives and other agents, waives and
      releases any and all claims or other rights regarding the
      Prepetition GEAM Claim against the Debtor, which waiver and
      release will be effective as of the Setoff and Payment Date.

   4. The Debtor, on behalf of itself and its predecessors,
      successors, affiliates, assigns, trustees, fiduciaries,
      estates, attorneys, insurers, representatives and other
      agents, waives and releases any and all claims or other
      rights regarding the Prepetition GEAM Obligation against
      GEAM, any "GE" entities and any other affiliates of GEAM,
      which waivers and releases will be effective upon exercise
      of the Setoff and payment of the Remaining GEAM Obligation
      by GEAM on the Setoff and Payment Date.  For the avoidance
      of doubt, the Debtor does not waive or release any other
      "GE" entities for any claims (other than the Prepetition
      GEAM Obligation) the Debtor may have against such other "GE"
      entities, including but not limited to GE Capital, GE Energy
      Finance, GE Energy Financial Services, Inc. GE Energy LLC,
      GE Transportation, General Electric Capital Corporation,
      General Electric Company and General Electric International.

                       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.


DEWEY & LEBOEUF: US Trustee Fights Bid to Disband Ex-Partner Panel
------------------------------------------------------------------
Tracy Hope Davis, the United States Trustee for Region 2, objects
to Dewey & LeBoeuf LLP's motion for an order directing the U.S.
Trustee to disband the Official Committee of Former Partners.

The U.S. Trustee said that the Debtor fails to identify a
statutory basis for its request to disband the Former Partners
Committee.

"While Section 1102 sets forth the Court's statutory role in the
appointment and modification of committees in order to ensure
adequate representation of creditors or equity security holders,
nowhere does the express language of the statute or the applicable
legislative history expressly empower the Court to disband a
committee appointed by the United States Trustee.  The Debtor
misinterprets Section 1102 and confuses the standard used to
determine whether the Court should direct the United States
Trustee to appoint an additional committee to ensure adequate
representation with whether the Court may order the United States
Trustee to disband a committee appointed by the United States
Trustee.  The Debtor compounds its legal error with a temporal
factual one by challenging the United States Trustee's appointment
of the Former Partners Committee, in part, on the alleged conduct
of certain members of the Former Partners Committee after its
appointment.

As reported in the TCR on Oct. 15, 2012, Dewey & LeBoeuf asked the
U.S. Bankruptcy Court for the Southern District of New York to
enter an order directing the U.S. Trustee to disband the official
committee of former partners appointed in the Debtor's Chapter 11
case because a second official committee is not necessary.

The Debtor said, among others, that it is highly unlikely that the
constituency this official committee is supposed to represent has
any legitimate financial stake in this bankruptcy case, and are
"out of the money."  The Debtor added that the only cognizable
economic interest this committee appears to have is avoiding
liability for some sub-set of its constituents as putative "claw
back" defendants in actions that will likely be brought in the
future.

"Even if the Debtor's former partners are general unsecured
claimants to be paid pari passu with the rest of the unsecured
creditors, the Official Creditors Committee has been adequately
representing the interests of the FPC's constituency and the U.S.
Trustee has already made clear that the FPC is not to represent
the interests of Former Partners as general unsecured creditors."

                       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: Post-Sale Bonuses Approved by Court
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Digital Domain Media Group Inc. received court
sanction for a $350,000 incentive bonus program when the U.S.
bankruptcy judge in Delaware signed an approval order on Oct. 22.

According to the report, the company modified the bonus program in
response to objections from the U.S. Trustee and representatives
of former workers who weren't given requisite notification before
mass firings.  The changes aren't public information because
they were filed under seal.  The company originally sought
authorization to pay bonuses so long as the business was sold for
a price that was no less than the amount contained in a contract
signed before the Chapter 11 filing on Sept. 11.  The sale was
approved by the judge on Sept. 25 and completed two days later.

                        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.  The
opening bid at auction on Sept. 21 was $15 million.

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

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

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

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


DIGITAL DOMAIN: Makes Peace Over West Palm Beach Site
-----------------------------------------------------
Peg Brickley at Dow Jones' DBR Small Cap reports that the city of
West Palm Beach, Fla., is reclaiming a parcel of land in the heart
of its downtown area from Digital Domain Media Group Inc., the
special-effects company that went broke while getting an animated
film production and education business off the ground in Florida.

                       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.


DTE ENERGY: Moody's Raises Rating on Sr. Secured Bonds to 'Ba2'
---------------------------------------------------------------
Moody's Investors service has upgraded the rating of DTE Energy
Center, LLC's (DTEEC), approximately $200 million of senior
secured bonds ($244 million original issue) due 2024 to Ba2 from
Ba3 and revised the outlook for DTEEC to positive from stable.

Ratings Rationale

The rating action recognizes the continued improvement in the
financial and operational performance of Chrysler Group LLC
(Chrysler: B2 CFR, Ba2 senior secured, positive), DTEEC's only
customer and sole source of revenues. The recommendation also
reflects the consistent, stable and predictable financial
performance demonstrated by DTEEC before, during and after the
Chrysler restructuring which illustrates the essential nature of
the production support systems and services that DTEEC provides to
Chrysler as well as the resiliency of its contractual
arrangements. The Ba2 rating considers that as an operating
expense, Chrysler's payments under its service agreements are
generally made prior to payment of Chrysler's own debt service
obligations.

The Ba2 rating further recognizes that Chrysler's obligations
under its service agreements with DTEEC remain guaranteed by
Daimler North America Corporation (DNAC), the North American
subsidiary of Daimler AG (Daimler: A3, senior unsecured); however
the impact of this guarantee on the rating is muted by its
indirect nature and recognition of the fact that Daimler no longer
has an economic interest in Chrysler.

Throughout the economic downturn of 2008-2009, which ultimately
led to severe financial stress and the restructuring of Chrysler,
as well as during Chrysler's more recent recovery, DTEEC's
financial condition remained stable with debt service coverage
ratios consistently in the range of 1.60 times. This stability is
the result of contractual arrangements that insulate DTEEC from
factors outside of its control, namely, the state of the economy
and its impact on automobile production levels. That said, Moody's
also views the strengthening credit profile of Chrysler as
supportive of DTEEC. As noted in Moody's September 28, 2012
Chrysler Credit Opinion, Chrysler has made notable operational and
financial progress during the past two years as evidenced by
growth in US and Canadian market share, continued product
renewals, improvement in vehicle quality and competitiveness, and
strengthening credit metrics.

The outlook for DTEEC is positive, consistent with the positive
outlook for Chrysler and an assumption of continued solid
operating performance and contractual protections. In the event
Chrysler's ratings were to be upgraded, DTEEC's rating would also
likely be upgraded. The positive outlook acknowledges that
Chrysler has currently idled one of the production facilities
serviced by DTEEC. Although it is not clear at this point if or
when the plant may ultimately be returned to service, the positive
outlook assumes payments to DTEEC will continue to be made in
accordance with its contract therefore mitigating any impact to
DTEEC.

Headquartered in Ann Arbor, MI, DTEEC is owned 50% by subsidiaries
of DTE Energy Company (DTE: Baa2 senior unsecured, positive) and
50% by Sterling Energy Holdings Inc., a joint venture of The
Goldman Sachs Group, Inc. and Commerzbank AG. DTEEC is a special
purpose company created to own and operate various utility-related
assets (Utility Assets) used in certain manufacturing processes of
Chrysler Group LLC, (Chrysler: B2 CFR, Ba2 senior secured,
positive - (successor to Chrysler LLC). The assets are located
within eight of Chrysler's manufacturing facilities in the Midwest
and provide critical support services for vehicle, part, and
component manufacturing operations.

The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.


ELPIDA MEMORY: Wants to Incur $190-Mil. Shinseigin Financing
------------------------------------------------------------
Yukio Sakamoto and Nobuaki Kobayashi, as foreign representatives
of Elpida Memory, Inc., a Japanese company that is the subject of
reorganization proceedings under Japanese law pending before the
Tokyo District Court, Eighth Civil Division, ask the U.S.
Bankruptcy Court for the District of Delaware to approve various
security agreements with DIP lender Shinseigin Finance Co., Ltd.

A hearing on Oct. 24, 2012, at 2 p.m. has been set.

According to the foreign representatives, the facility agreement
between Elpida and the DIP Lender provides that the DIP lender
agreed to provide Elpida with financing through Dec. 28, 2012, and
up to a maximum commitment amount of JPY15,000,000,000.

To collateralize the DIP facility, Elpida and certain of its
subsidiaries, including, but not limited to Elpida Memory (USA),
Inc., Elpida's subsidiary based in the United States, entered into
separate security agreements and related agreements, each with
respect to the respective assets of Elpida and its subsidiaries.

Elpida needed the DIP Facility in order to continue business
operations during the Japan Proceeding and to maximize value for
its creditors.

The terms of the facility agreement include:

Effective Date:                      April 27, 2012

Maximum Commitment Amount:           JPY15,000,000,000 (equivalent
                                     to $190 million)

Amount Outstanding:                  JPY8,000,000,000 (equivalent
                                     to $102 million)

Maturity Date:                       Dec. 28, 2012

Use of Proceeds:                     The proceeds of each
                                     borrowing will be used for
                                     operating capital.

Interest Rate:                       9.45% per annum (subject to
                                     adjustment)

Arrangement Fee:                     JPY52,500,000 (equivalent to
                                     $650,000

Governing Law:                       Japan

A copy of the terms of financing is available for free at
http://bankrupt.com/misc/ELPIDAMEMORY_financing.pdf

                        About Elpida Memory

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012.  The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division.  Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.


EP ENERGY: Moody's Rates $300-Mil. Second Lien Term Loan 'Ba3'
--------------------------------------------------------------
Moody's assigned a Ba3 rating to the proposed $300 million second
lien term loan B add-on for EP Energy LLC. The Corporate Family
Rating (CFR) of Ba3 and senior note rating of B2 remain unchanged.
The outlook is stable. The proceeds of the new term loan will be
used to reduce the debt outstanding under the company's senior
secured credit facility and for general corporate purposes.

"The new term loan B add-on has a relatively minor impact on the
credit profile of EP Energy," said Stuart Miller, Moody's Senior
Credit Officer. "The term loan provides additional liquidity, but
it also allows the company to increase its leverage against the
same asset base. Operationally, the company is making progress in
its transition from natural gas to oil with more than 90% of its
2012 capital budget earmarked for oil-focused projects."

Ratings Rationale

EP Energy is a large and relatively diversified, independent oil
and gas exploration & production (E&P) company. The company is
currently producing about 145,000 Boe per day ranking it as one of
the largest non-investment grade E&P companies Moody's rates.
While historically natural gas focused, the company is migrating
towards more exposure to oil and liquids-rich natural gas
production. As of June 30, 2012 , approximately 20% of EP Energy's
production was liquids-oriented and this percentage is projected
to double over the next three to five years. The higher share of
liquids production will create a more balanced cash flow stream
and reduce the exposure to the natural gas market which is
expected to remain depressed for the next few years. An aggressive
natural gas hedging strategy provides short term protection
against low natural gas prices as the transition to oil is
implemented.

Offsetting its large scale, EP Energy's balance sheet is highly
leveraged. As of September 30, 2012, debt to average daily
production was nearly $29,000 per Boe. This leverage level is more
typical of single B rated companies. Over time, Moody's believes
these ratios will improve modestly if the company focuses on the
development of its existing acreage positions, including the
prolific Eagle Ford Shale, without incurring large amounts of new
debt.

The Ba3 senior secured second lien rating reflects both the
overall probability of default of EP Energy, to which Moody's
assigns a PDR of Ba3, and a loss given default of LGD3-42%. The
second lien debt is rated at the CFR level as the company's first
lien revolving credit facility limits the amount of uplift that is
created by EP Energy's lower-priority senior unsecured notes.
These results are derived using Moody's Loss Given Default
Methodology.

EP Energy has adequate liquidity. The company is expected to
generate modest amounts of negative free cash flow over the next
12 to 18 months which can be financed by borrowings under the
company's $2 billion senior secured revolving credit facility.
Availability under the revolving credit facility is governed by a
borrowing base which is set at approximately $1.8 billion pro
forma for the proposed term loan B add-on. The revolving credit
matures in 2017 and has a debt to EBITDAX covenant that becomes
effective in the third quarter of 2012. Moody's projects that EP
Energy will pass this covenant by a wide margin allowing for full
use of the revolving credit facility. Alternate liquidity is
limited as 80% of EP Energy's assets are mortgaged under the
credit facility.

Moody's has a stable outlook for EP Energy. However, should the
ratio of debt to average daily production exceed $35,000 per Boe
and appear poised to remain at that level, a downgrade will be
considered. Alternatively, if leverage drops below $25,000 per
Boe, it may suggest a change to a more conservative financial
profile which could support an upgrade.

The principal methodology used in rating EP Energy 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.

EP Energy LLC is the acquisition vehicle formed by Apollo Global
Management LLC, Riverstone Holdings LLC, Access Industries Inc.,
Korea National Oil Company, and other investors to acquire all of
El Paso Corporation's oil and gas exploration & production assets.
EP Energy is an independent exploration & production company based
in Houston, Texas.


EP ENERGY: S&P Gives 'B+' Rating on $300MM Term Loan Due 2019
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on EP Energy LLC's secured debt to 'B+' from 'BB-'. "We revised
the recovery rating on this debt to '5', indicating our
expectation for modest recovery (10% to 30%) to secured creditors
in the event of a payment default, from '4'. At the same time, we
assigned a 'B+' issue-level rating and a '5' recovery rating to
the company's proposed $300 million term loan due 2019," S&P said.

"The rating action reflects a lower PV10 value of the company's
proven reserves based on the lower natural gas price assumptions
in our recovery price deck," S&P said.

"EP Energy plans to issue $300 million of additional term loan
maturing in 2019. The company will use proceeds to partially pay
down revolver borrowings ($380 million as of Sept. 30, 2012). We
have assigned a 'B+' issue-level rating and '5' recovery rating to
this debt," S&P said.

"Our corporate credit rating on EP Energy remains unchanged at
'BB-' and our unsecured issue-level rating remains unchanged at
'B' with a recovery rating of '6', indicating our expectation for
negligible recovery (0% to 10%) to unsecured creditors in the
event of a payment default," S&P said.

Ratings List
EP Energy LLC
Corporate credit rating       BB-/Stable/--

New Rating
EP Energy LLC
$300 mil term loan due 2019   B+
Recovery rating               5

Rating Lowered/Recovery Rating Revised
                               To     From
EP Energy LLC
Secured debt                  B+     BB-
Recovery rating               5      4


EPL OIL: Moody's Corrects October 15 Rating Release
---------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to EPL Oil & Gas,
Inc.'s (EPL) proposed $250 million 8.25% senior unsecured notes
due 2018. EPL's existing ratings were unchanged. The outlook
remains negative.

Net proceeds from the note offering will be placed into an escrow
and ultimately used to partially fund the $550 million cash
purchase price of certain Gulf of Mexico (GoM) shallow water
assets from Hilcorp Energy.

"The amount of unsecured note issuance is consistent with what we
had anticipated at the announcement of the Hilcorp acquisition,"
said Sajjad Alam, Moody's Analyst. "The new notes will be issued
under a different indenture, but will rank pari passu with EPLs
existing 8.25% notes and have substantially identical terms and
conditions."

Issuer: EPL Oil & Gas, Inc.

  Assignments:

    US$250M 8.25% Senior Unsecured Regular Bond/Debenture,
    Assigned Caa1

    US$250M 8.25% Senior Unsecured Regular Bond/Debenture,
    Assigned a range of LGD5, 76 %

Ratings Rationale

The unsecured notes are rated Caa1, one notch below the B3 CFR
given the substantial size of the priority claim secured revolving
credit facility in the capital structure. The company's upsized
$440 million revolving credit facility has a first-lien claim and
is secured by substantially all assets of EPL, and the notes are
structurally subordinated to the credit facility. The Caa1 note
rating reflects both the overall probability of default of EPL, to
which Moody's assigns a Probability of Default of B3, and a loss
given default of LGD 5 (76%) under Moody's Loss Given Default
Methodology.

The B3 Corporate Family Rating reflects EPL's small-scale,
overriding concentration in the Gulf of Mexico, high plugging and
abandonment (P&A) costs, weak reserve replacement through the
drill-bit, and acquisitive nature. The rating is restrained by the
company's limited track record after emerging from bankruptcy in
September 2009, as it continues to grow mostly through
acquisitions. The rating is positively impacted by the company's
oily production profile (~71%), low risk behind-the-pipe drilling
opportunities and relatively high working interest in properties
that allow flexible capital allocation. In light of the company's
increased debt level and heightened concentration in the GoM, the
B3 rating has minimal flexibility for any material increases in
leverage.

The negative outlook reflects increased leverage, higher reliance
on external funding, and acquisition and execution risks. If EPL
reduces its debt to average daily production below $28,000 per boe
while maintaining production above 20,000 boe per day, the outlook
could move back to stable.

There is limited upside in the current ratings through 2013. Over
the longer term, increased scale and capital efficiency supported
by consistent organic reserve replacement and operational
execution could be positive for the ratings, assuming the growth
was achieved with competitive costs and financial leverage was
sufficiently low.

The rating could be downgraded if the debt to average daily
production ratio rises above $33,000 per boe or the company
experiences a significant deterioration in liquidity.

The principal methodology used in rating EPL 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.

EPL Oil & Gas, Inc., is an independent exploration and production
company with primary operations in the U.S. Gulf of Mexico shelf.


EUROFINANCE SA: UK High Court Won't Enforce U.S. Default Judgments
------------------------------------------------------------------
Bloomberg News' Erik Larson in London reports that Britain's top
court decided for the first time that U.S. bankruptcy rulings
against debtor companies that don't appear in court to defend
themselves can't be recognized in the U.K.

According to Bloomberg, the U.K. Supreme Court ruled in London
that allowing so-called default judgments from the U.S. and other
countries to be recognized in Britain would be a "radical
departure" from current law and detrimental to domestic business.

Bloomberg says the U.K. Supreme Court case involves a $10 million
default judgment in New York against Eurofinance SA, a bankrupt
sales-promotion company based in the British Virgin Islands.  A
trustee for Eurofinance had sought to enforce a New York judgment
in England, where the people associated with the company live.

The ruling "benefits businesses or individuals in the U.K. who
might otherwise be obliged to attend litigation proceedings in the
U.S., or indeed anywhere else in the world, that arise in a
bankruptcy," said Patrick Elliot, a lawyer with Brown Rudnick LLP
in London, who represented Eurofinance.

                    Setback for Madoff Trustee

Bloomberg says the the ruling is a setback for Irving Picard, the
trustee for jailed con man Bernard L. Madoff's firm.  While he
wasn't a party in the case, he filed court papers promoting the
recognition of U.S. judgments in Britain as he seeks to enforce
three New York rulings totaling $1.25 billion in courts in
Gibraltar and the Cayman Islands, which are influenced by U.K.
law.

"This judgment will make large cross-border insolvencies more
difficult," said Nick Herrod, a lawyer with Allen & Overy LLP in
London, who isn't involved in the case, according to the Bloomberg
report.  "It's disappointing because it's pushing against the
tide" of recent cases that were "building quite a bit of
momentum."

Bloomberg says Amanda Remus, a Picard spokeswoman, declined to
comment.

According to Bloomberg, all three of Mr. Picard's cases were
adjourned to await the U.K. Supreme Court's ruling, according to
the judgment.  The Supreme Court said it didn't make any findings
in relation to the Madoff cases, and the entities sued by Mr.
Picard also filed court papers to make their arguments.


FTLL ROBOVAULT: Files List of 20 Largest Unsecured Creditors
------------------------------------------------------------
FTLL Robovault LLC filed with the U.S. Bankruptcy Court for the
Southern District of California a list of its largest unsecured
creditors, disclosing:

  Name of Creditor       Nature of Claim             Claim Amount
  ---------------        ---------------             ------------
AT&T                       Trade                            $0
YP                         Trade                            $0
City of Lauderdale         Trade                            $0
Comcast                    Trade                            $0
Diamond Cuts               Trade                            $0
Green Earth Beverage
  Systems                  Trade                            $0
Imavex                     Trade                            $0
Multi-Dimensional
  Integration              Trade                            $0
Paladin Electronic         Trade                            $0
Security 101               Trade                            $0
TCN                        Trade                            $0
US Bank                    Trade                            $0
US Imaging Solutions       Trade                            $0
Wittenbach Business
  Systems                  Trade                            $0
Advanced Fire and Security Trade                            $0
All Fire Services          Trade                            $0
B.W. Air Conditioning      Trade                            $0
Day & Night Marketing      Trade                            $0
Figures & Numbers          Trade                            $0

                      About FTLL Robovault LLC

Based in Fort Lauderdale, Florida, FTLL RoboVault LLC, aka Robo
Vault, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No.
12-33090) on Sept. 27, 2012.  Bankruptcy Judge Raymond B. Ray
presides over the case.  Lawrence B. Wrenn, Esq., serves as the
Debtor's counsel.

Developer Marvin Chaney signed Chapter 11 petitions for Robo Vault
and affiliate Off Broward Storage.  The companies own modern
storage warehouses in Fort Lauderdale.

The petition scheduled $18,665,069 in assets and $21,528,776 in
liabilities.


FULLER BRUSH: Lender Victory Park Buys Consumer Business
--------------------------------------------------------
Victory Park Capital disclosed the approval of its acquisition of
the consumer business of the 106-year-old Fuller Brush Company,
originator of the door-to-door sales model and the iconic Fuller
Brush Man.  The U.S. Bankruptcy Court for the Southern District of
New York entered an order approving the sale of Fuller Brush's
consumer assets, consumer brands and goodwill to a VPC affiliate.

The sale is expected to close next month.  In a related
development, VPC named industry veteran David Sabin to be the CEO
of the Consumer Business.

VPC, which has been Fuller Brush's lender since 2010, is an asset-
management firm that specializes in direct credit and control
equity investing in middle market and distressed companies.  VPC
has a strong track record of successfully restructuring businesses
and, as Fuller Brush's lender, is deeply familiar with the
company.  As such, VPC is well-positioned to execute operational
initiatives to restructure and reposition the Consumer Business
for future growth as well as provide immediate working capital to
meet its operational goals.

This combined with the over 40 years of industry and brand
experience of David Sabin creates a strong foundation for future
growth.  Sabin was chairman of Salton, a house wares and appliance
maker where amongst other things David was instrumental in the
launch and ultimate success of the popular George Foreman Grill.

He also was the owner of Sabin China Company and served as
president of Ingrid Plastics.  Most recently, David served as
president of Kids Line, a leading provider of infant bedding and
accessories in the United States.

"In addition to the existing line of Fuller consumer products, we
expect to introduce new products that will re-establish Fuller and
Stanley Home Products as premier brands in the home-cleaning and
household products markets," Sabin said. "We also intend to expand
into new product categories in all areas of the home."

"Fuller is an iconic American brand that has delivered high-
quality consumer products for over 100 years," said Matthew Ray,
VPC partner and co-founder.  "Our partnership with an established
industry veteran such as David will prove transformative as we
implement operational initiatives, introduce new products,
revitalize the Fuller brands and execute on our long-term
strategic plan."

With best-in-class sourcing, investing, restructuring, and
operating teams, VPC has a strong track record in investing and
delivering strategic guidance, formulating value creation
initiatives, and/or providing operational expertise to a broad
range of recognized brands in distress, including Giordano's,
Jamba Juice and Silver Airways, formerly known as Gulfstream
International Airlines.

                    About Victory Park Capital

Victory Park Capital -- http://www.victoryparkcapital.com/--
provides unique solutions to small cap, middle market and
distressed companies across a wide range of industries.

                           Two Parcels

Stephanie Gleason at Dow Jones' DBR Small Cap reports that Fuller
Brush Co. received bankruptcy-court approval to sell its assets in
two parcels to Great Bend, Kan., company Innovative Livestock
Services Inc. and secured lender Victory Park Capital Investors.

                     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.

The Court cleared Fuller Brush Co., to auction its assets next
month, with its senior lender kicking off bidding.


GUARANTY BANK, AUSTIN: FDIC Wants $900MM Suit in State Court
------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that the Federal Deposit
Insurance Corp. urged a Texas federal judge on Friday to send back
to state court its $900 million suit alleging several top banks
tricked Guaranty Bank into buying toxic mortgage-backed
securities, saying the case wasn't related to an ongoing
bankruptcy proceeding.

As reported in the TCR on Aug. 24, 2009, Guaranty Bank, Austin, TX
was closed August 21 by the Office of Thrift Supervision, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with BBVA Compass, Birmingham, Alabama, to
assume all of the deposits of Guaranty Bank, excluding those from
brokers.

Guaranty Bank had 103 branches in Texas and 59 branches in
California.  Former branches of Guaranty Bank will reopen during
normal banking hours starting tomorrow as branches of BBVA
Compass.  Depositors of Guaranty Bank will automatically become
depositors of BBVA Compass.  Depositors will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship to retain their deposit insurance
coverage. Customers should continue to use their existing branches
until BBVA Compass can fully integrate the deposit records of
Guaranty Bank.


GUARANTY FINANCIAL: International Paper Settle Suit for $80MM
-------------------------------------------------------------
Robin Sidel, writing for The Wall Street Journal, reports that the
Federal Deposit Insurance Corp. is about to receive a $42 million
legal settlement that will rank among the agency's largest
recoveries in the financial crisis -- from a paper company that
played no role in the bank failure that spurred the lawsuit.

WSJ says International Paper Co. has agreed to pay the FDIC to
settle a year-old lawsuit stemming from the 2009 collapse of
Guaranty Financial Group.  As part of the agreement, the failed
bank's creditors will get an added $38 million, bringing the total
settlement to $80 million.

WSJ notes International Paper was pulled into the case in February
when it bought packaging firm Temple-Inland Inc., which had owned
Guaranty for nearly two decades before spinning it off into an
independent company in 2007.  Kenneth Tepper, a court-appointed
trustee last year, sued Temple-Inland in federal court in Dallas,
contending that it loaded up the bank with risky securities and
siphoned off nearly $600 million in dividends from its coffers.
Mr. Tepper originally was seeking more than $1 billion in damages.

International Paper had set aside $80 million to cover the
settlement, according to a regulatory filing.

WSJ reports the settlement, which was filed Monday night in
bankruptcy court, also gives the FDIC and bondholders the right to
receive roughly $275 million in tax refunds being pursued with the
Internal Revenue Service.  As a result, the FDIC could wind up
receiving roughly $125 million from the Guaranty failure, making
it one of the agency's largest recoveries from the financial
crisis.

The report recounts that, founded in 1938 as Guaranty Building &
Loan in Galveston, Texas, the institution had swelled to $2
billion in assets and about 30 branches when the Texas real-estate
bubble burst.  In 1988, regulators declared Guaranty and more than
100 other savings and loans insolvent.  Guaranty was brought back
from the dead by Temple-Inland, which then owned timberland, paper
mills, a railroad and a small mortgage company. With government
help, the Austin company combined the S&L and two other failed
Texas thrifts into a new thrift that was twice as big.

                     About Guaranty Financial

Guaranty Financial, based in Austin, Texas, and its affiliates
filed for chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case
No. 09-35582) on Aug. 27, 2009, after its bank subsidiary was
taken over by regulators.  Guaranty Financial is the fifth largest
U.S. bank failure.

Attorneys at Haynes & Boone, LLP, served as the Debtors'
bankruptcy counsel.  According to the schedules attached to its
petition, Guaranty Financial disclosed $24.3 million in total
assets and $323.4 million in total debts, including $305.0 million
in trust preferred securities.

The bulk of Guaranty's remains were acquired by BBVA Compass, the
U.S. division of Banco Bilbao Vizcaya Argentaria SA of Spain.

Guaranty Financial received approval of its Second Amended Joint
Plan of Liquidation on May 11, 2011.  The Plan was declared
effective later that month.  The Plan is based on a settlement
with the FDIC and the indenture trustee for the noteholders.  The
Plan calls for the FDIC to receive some of the remaining cash and
all of the tax refunds, which are estimated at $3.49 million.
Unsecured creditors with $382 million in claims stand to recover
between 1% and 3%, from proceeds generated from lawsuits.


GUARANTY FINANCIAL: Int'l Paper Pays $80MM to End Trustee's Suit
----------------------------------------------------------------
Linda Chiem at Bankruptcy Law360 reports that International Paper
Co. agreed to an $80 million settlement Monday in a dispute with
the court-appointed liquidation trustee for Guaranty Financial
Group Inc. that benefits the Federal Deposit Insurance Corp. and
Guaranty bondholders.

According to Bankruptcy Law360, the deal calls for International
Paper, which acquired Guaranty's former parent Temple-Inland Inc.
in February, to pay the FDIC $42 million and Guaranty bondholders
$38 million, according to trustee Kenneth Tepper's motion for
approval of the settlement filed in Texas bankruptcy court.

                     About Guaranty Financial

Guaranty Financial, based in Austin, Texas, and its affiliates
filed for chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case
No. 09-35582) on Aug. 27, 2009, after its bank subsidiary was
taken over by regulators.  Attorneys at Haynes & Boone, LLP,
served as the Debtors' bankruptcy counsel.  According to the
schedules attached to its petition, Guaranty Financial disclosed
$24.3 million in total assets and $323.4 million in total debts,
including $305.0 million in trust preferred securities.

The bulk of Guaranty's remains were acquired by BBVA Compass, the
U.S. division of Banco Bilbao Vizcaya Argentaria SA of Spain.

Guaranty Financial received approval of its Second Amended Joint
Plan of Liquidation on May 11, 2011.  The Plan was declared
effective later that month.  The Plan is based on a settlement
with the FDIC and the indenture trustee for the noteholders.  The
Plan calls for the FDIC to receive some of the remaining cash and
all of the tax refunds, which are estimated at $3.49 million.
Unsecured creditors with $382 million in claims stand to recover
between 1% and 3%, from proceeds generated from lawsuits.


HAWAIIAN TELCOM: S&P Raises Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Hawaiian Telcom Holdco Inc. to 'B' from 'B-'. The
outlook is stable. "At the same time, we raised the issue-level
rating on Hawaiian Telcom Communications Inc.'s approximately $300
million of outstanding senior secured debt to `B' from 'B-'. The
recovery rating on the secured debt remains at `3', indicating our
expectation for meaningful (50% to 70%) recovery in the event of a
payment default," S&P said.

"The upgrade incorporates our expectation that Hawaiian Telcom
Holdco Inc. will continue to offset much of the impact of
continued substantial erosion in its residential access line
business with increases in business segment services and a buildup
in video revenues as it more widely deploys that nascent
service. The rating continues to reflect our view of a
'vulnerable' business risk profile: As the incumbent local
exchange carrier (ILEC) for the state of Hawaii, Hawaiian Telcom,
along with its ILEC peers, has been affected by the secular
decline of the wireline industry as residential customers are lost
to cable telephony and to wireless substitution (the latter
phenomenon where the customer has no landline voice connection).
Hawaiian Telcom has been losing residential telephone customers in
the mid- to upper-single-digit percentage area over the past few
years and has not been able to effectively stem those losses.
However, approximately 45% of total access lines are business
customers, which are less vulnerable to competitive losses. As a
result, with only limited erosion of business lines, some
increases in data and business services and, most recently,
revenue contribution from the new 'Hawaiian Telcom TV' video
service, the company has been able to limit consolidated revenue
declines to the low-single-digit percentage area over the past two
years," S&P said.

"The rating incorporates an 'aggressive' financial risk profile
under our criteria. Debt leverage, including our adjustments for
pension obligations, is in the mid-3x area but we expect it will
rise modestly as marketing and installation costs related to the
continued rollout of Hawaiian Telcom TV dampen EBITDA. Hawaiian
Telcom began commercial rollout of its video service in July 2011
and had about 6,000 subscribers at June 30, 2012. Until Hawaiian
Telcom TV gains substantial scale, which will take at least a
couple of years, the video segment is unlikely to produce
meaningful EBITDA. As a result, with only minimal scheduled
amortization and given significant capital spending, including for
the buildout of Hawaiian Telcom TV throughout Oahu, leverage
could increase to the low-4x area over the next one to two years,
but that metric would still be commensurate with an aggressive
financial risk profile and supportive of the rating," S&P said.


HEALTH MANAGEMENT: Fitch Affirms 'BB-' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed Health Management Associates' 'BB-'
Issuer Default Rating (IDR) and senior debt. A full list of
ratings follows at the end of this release.  The ratings apply to
approximately $3.6 billion of debt at June 30, 2012.  The Rating
Outlook is Stable.

Health Management's ratings reflect the following main credit
factors:

  -- The company has good financial flexibility and solid cushion
     in its credit metrics in the 'BB-' rating category.
     Maintenance of the rating will require debt generally
     maintained at or below 4.0x EBITDA.

  -- After an increase in debt to partially fund an acquisition
     in Q3'11, leverage increased to 4.2x at the end of the year.
     However, the level has declined due to EBITDA growth and
     amortization of the bank term loans and Fitch forecasts
     total debt-to-EBITDA of 3.7x at the end of 2012.

  -- Liquidity is solid.  Refinancing of the debt structure in
     late 2011 addressed a 2014 maturity wall and improved
     flexibility under the bank agreement financial maintenance
     covenants.

  -- Organic operating trends in the for-profit hospital industry
     are weak and Fitch expects them to remain so into 2013.
     Fitch sees the potential for 2% sequestration of Medicare
     payments starting in January 2013 under a fiscal cliff
     scenario as the next significant risk to the industry's
     operating profile.

  -- Health Management's strategy of growing through hospital
     acquisitions has been successful in augmenting weak organic
     top-line growth and diversifying its operations outside of
     its south Florida markets.

Industry Consistent Operating Trends

Throughout 2009 and into 2010, Health Management led the for-
profit hospital industry in organic patient volume growth,
demonstrating improvements in its operations.  While these
improvements continue to benefit Health Management's results, its
organic operating trends have been more in-line with other
hospital companies with operations focused on non-urban markets
since the second half of 2010.

Organic patient volume growth has been weak, but strong growth in
pricing in is supporting organic topline growth.  An ongoing shift
to outpatient volumes as well as effective cost control has aided
Health Management's profitability and cash flow generation. Health
Management generates half its revenues from outpatients, which is
a significant support to its profitability.

Fitch believes the organic growth outlook for some of Health
Management's older markets in South Florida is relatively weak.
Health Management has 22 of its 70 hospitals in the state of
Florida and unemployment rates in the South Florida region remain
above the national average.  Offsetting this concern, the company
has recently focused its investments in faster growing markets
outside of Florida.  Its 2011 - 2012 capital investments included
acquisitions of a five-hospital system in Oklahoma and a seven-
hospital system in Knoxville, Tennessee and the construction of
replacement hospitals in its Mason, Georgia and Poplar Bluff,
Missouri markets.

Growth Through Acquisitions Strategy

While the company remains focused on its operations, organic
growth tapered significantly starting in 2011 to a rate more
consistent with the industry, and the company shifted its focus to
augmenting growth through hospital acquisitions.  Health
Management has made acquisitions contributing a cumulative $1.4
billion of revenue since late 2009.  This represents around 30% of
the company's 2009 revenue.  The company's rate of revenue and
EBITDA growth outpaced its peers in 2011 - 2012 due to the
contributions of recent acquisitions. Health Management has only
completed one major acquisition so far in 2012 and management has
indicated that going forward the company's goal is to complete
two-to-three transactions per year that add $500 million in
revenue.

Increased Leverage for Acquisitions

While the company will not meet its target for acquisitions in
2012, Fitch expects its activity to ramp up heading into 2013 and
thinks that the schedule of completion and funding of acquisitions
could continue to be quite variable.  Health Management will
probably continue to favor acquisition of smaller not-for profit
or municipally-owned hospitals in markets where it has an existing
presence.

Health Management's 2011 - 2012 acquisitions cost between 65% and
90% of acquired revenue and Fitch projects ongoing free cash flow
(FCF, cash from operations less capital expenditures and
dividends) generation for the company of about $240 million.
Assuming a similar cost of funding of future acquisitions, this
forecast implies that the company could acquire in the range of
$270-$370 million of revenue out of FCF.  This means that debt
could trend higher in the near-term if the company meets its
acquisition goal.

Health Management has been willing to increase debt to fund
acquisitions in the past.  The Dec. 31, 2011 total debt level of
4.2x EBITDA was affected by the debt financing of a $525 million
acquisition of a seven-hospital system in Knoxville, TN, in Q3'11.
However, leverage dropped back below 4.0x by June 30, 2012 due to
growth in EBITDA and required amortization of the bank term loans.
Fitch projects year-end 2012 total debt-to-EBITDA of 3.7x and
EBITDA to gross interest expense of 4.1x.

Liquidity Profile is Solid

Health Management completed a comprehensive refinancing of its
debt structure in Q4'11.  The debt refinancing improved the credit
profile by removing the 2014 bank debt maturity wall and creating
a more balanced capital structure.  The proportion of secured debt
in the capital structure dropped to 70% from 95%, representing an
improvement in credit quality for the secured lenders.  Health
Management's nearest significant debt maturity is now in 2016.
The company has ample room under its bank facility financial
maintenance covenants, which require total debt-to-EBITDA
maintained below 5.5x and interest coverage above 3.25x.

At June 30, 2012, Health Management's liquidity was provided by
cash and short-term investments of $156 million, $450 million of
availability under the $500 million bank revolver and LTM FCF of
$200 million.  Fitch projects full year 2012 FCF of about $240
million for Health Management.  Lower use of cash for working
capital and a higher projected amount of electronic health record
incentive payments in the second half of 2012 resulted in the
expected boost in FCF versus the LTM level.

Rating Triggers

Maintenance of a 'BB-' IDR for Health Management will require
total debt-to-EBITDA sustained around 4.0x, coupled with a solid
liquidity profile with interest coverage of above 4.0x and a FCF
margin of at least 3.0%.  Positive rating triggers would include
debt maintained below 3.5x EBITDA.  Fitch believes this is
unlikely given the company's stated intent to complete two-to-
three acquisitions per year.  Although FCF generation is adequate
to fund a good amount of acquisitions, the company has
demonstrated its willingness to increase debt to fund
acquisitions.

A downgrade of the ratings could be the result of further
deterioration in the hospital industry's organic operating trend
if Fitch expects associated erosion in HMA's profitability and
financial flexibility to result in debt maintained above 4.5x
EBITDA.  This could be the result of a fiscal cliff scenario in
2013, causing very weak growth in Medicare payments and a
worsening of macro-economic conditions.  An increase in
unemployment rates in Health Management's major markets in the
southeastern U.S. would be particularly concerning, since this
could lead to a worsening trend in the company's already fairly
weak organic patient volume growth.

Debt Issue Ratings

The secured debt is rated 'BB+', two notches above the IDR, and
includes the bank agreement debt and the senior secured notes due
2016.  The two notch distinction above the IDR is supported by the
over collateralization of the secured debt by the assets of the
guarantor group of subsidiaries.  At June 30, 2012, the guarantor
subsidiaries represented about $3.6 billion of consolidated assets
and there was $2.5 billion of secured debt in the capital
structure.  The 'B' rating on the senior subordinated convertible
notes, two-notches below the IDR, reflects the high proportion of
debt ranking ahead of these notes in the capital structure, which
would result in weak recovery for the note holders in a workout
scenario.

Fitch affirms Health Management's ratings as follows:

  -- IDR at 'BB-';
  -- Senior secured bank facility, including a $500 million
     revolving credit facility, $1 billion term loan A and $1.2
     billion term loan B; at 'BB+';
  -- Senior secured notes at 'BB+';
  -- Senior unsecured notes at 'BB-';
  -- Senior subordinated convertible notes at 'B'.


HMX ACQUISITION: Sale Price Provides Full Payment to Secured Debt
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that HMX Acquisition Corp., the owner of the Hart
Schaffner Marx and Hickey Freeman brands of men's clothing, lined
up a sale of the business at a price sufficient for full payment
to the secured lender owed $60.6 million, leaving enough cash to
pay expenses of the bankruptcy reorganization and "a projected
dividend to unsecured creditors," the company said in a filing
with the U.S. Bankruptcy Court in Manhattan.

According to the report, until the sale is completed, the
bankruptcy will be financed with a $65 million loan from Salus
Capital Partner LLC, an affiliate of Harbinger Group Inc.
Harbinger is the existing first-lien lender.  The loan will pay
off the pre-bankruptcy debt while proving about $5 million in
additional borrowing ability.  Unless outbid at auction, Authentic
Brands Group LLC will pay enough to cover the debt to Harbinger
plus between $5 million and $9 million in cash.  Assuming the
bankruptcy court goes along, competing bids would be due Nov. 28,
followed by a Dec. 3 auction and a hearing to approve the sale by
Dec. 5.  HMX says the sale will save about 1,000 jobs.

The report relates that HMX filed a balance sheet listing assets
of $153.6 million and liabilities totaling $120 million.  In
addition to the Harbinger debt, there is about $18.5 million owing
to an affiliate of the 95% owner on subordinated debt and
unsecured debt.  Trade suppliers are owed about $23 million,
according to a court filing.  HMX says it's the largest
manufacturer of U.S.-made men's tailored clothing.  Annual sales
are about $200 million.  There are three plants in the U.S.

The Bloomberg report discloses that if not outbid, the HMX
acquisition will be the second this year for Authentic Brands.  In
August it completed the purchase of Prince Sports Inc., a designer
and distributor of racquet sports equipment.  It took over
ownership under a Chapter 11 plan in exchange for $67.2 million in
secured debt it purchased.

                          About Hartmarx

HMX Acquisition filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 12-14300) in Manhattan on Oct. 19, 2012.  HMX, LLC, along with
two entities, sought Chapter 11 protection on Oct. 21, 2012.

Proskauer Rose LLP is the general bankruptcy counsel; William
Blair & Company, L.L.C., is the investment banker; CDG Group, LLC,
is the financial advisor; and Epiq Bankruptcy Solutions, LLC, is
the claims and noticing agent.

The report notes that the bankruptcy is the second in three years
for the two brands.  Hartmarx Corp. filed under Chapter 11 in
January 2009 (Bankr. N.D. Ill. Case No. 09-02046).  In June that
year, the bankruptcy judge authorized selling the business to
Emerisque Brands U.K. Ltd. and SKNL North America Ltd. under a
$119 million contract that included $70.5 million cash, the
assumption of $33.5 million in debt, and a junior secured note for
$15 million.

Headquartered in New York City, HMX Acquisition is a leading
American designer, manufacturer, licensor, and licensee of men's
and women's business and leisure apparel focused primarily on the
luxury, bridge, and better price points.  HMX is the largest
manufacturer and marketer of U.S.-made men's tailored clothing,
with an attractive portfolio of owned and licensed brands sold
primarily through upscale department stores, specialty stores,
and boutiques.  HMX owns tailored clothing brands including
Hickey Freeman and Hart Schaffner Marx.  The company has
manufacturing based in Rochester, N.Y.; Des Plaines, Ill.; and
Hamilton, Ontario.


HOLLYWOOD PANORAMA: Tenants Can't Amend Lawsuit Over 2001 Fire
--------------------------------------------------------------
The Court of Appeals of California, Second District, Division Two,
upheld trial court orders that barred a tenants group from
amending its complaint against the owner of a 20-story building
located at 6290 West Sunset Boulevard in Los Angeles.  The decade-
old case stems from an electrical fire that occurred in December
2001 in the high-rise commercial building owned by Hollywood
Panorama Tower, Inc.  Due to the ensuing power outage and forced
vacancy, many tenants suffered damages including loss of personal
property.  The tenants, mostly small businesses, formed the
Hollywood Panorama Tower Tenants Association sometime in 2001, and
sued the landlord and certain of its alleged employees. Over time,
the defendants were successful in putting an end to the case by
opposing a motion for leave to amend the first amended complaint,
obtaining summary judgment, and bringing a motion to quash service
of process on one of the defendants.  The tenants took an appeal
from the trial court's rulings on these three matters.  The
California state appellate court affirmed.

On July 2, 2003, the Hollywood Panorama Tower Tenants Association
and several tenants filed involuntary bankruptcy proceedings
against Hollywood Panorama Tower (In re Hollywood Panorama Tower,
Inc., case No. LA 03-27695-ES), after learning that HPT was about
to sell the building.  The matter was eventually converted to a
voluntary Chapter 11 reorganization case.

Of the remaining HPTTA tenants that had not settled, HDCR filed
the largest proof of claim for $1,224,575.00.  Due to the
bankruptcy case, the superior court action was stayed for about
two years from July 9, 2003 through June 9, 2005.  The superior
court action then proceeded for about two years until it was
stayed again from May 23, 2007 through July 29, 2009, pending an
appeal filed by another party.

The case before the appellate court is, HOLLYWOOD PANORAMA TOWER
TENANTS ASSOCIATION et al., Plaintiffs and Appellants, v.
HOLLYWOOD PANORAMA TOWER, INC., et al., Defendants and
Respondents, No. B231702 (Calif. App. Ct.).  A copy of the Court's
Oct. 23, 2012 decision is available at http://is.gd/rNayJOfrom
Leagle.com.


HORSHAM 410: Files for Chapter 11 in Philadelphia
-------------------------------------------------
Horsham 410, LLC, filed a Chapter 11 petition (Bankr. E.D. Pa.
Case No. 12-19941) in Philadelphia on Oct. 23.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and
liabilities.

According to the case docket, governmental entities are required
to submit proofs of claim on April 21, 2013.

The Debtor has filed an application to employ the Law Offices of
Dimitri L. Karapelou, LLC, as counsel.


HOUSTON, TX: Fitch Affirms 'B' Rating on $323.5-Mil. Revenue Bonds
------------------------------------------------------------------
Fitch Ratings affirms the city of Houston, TX's outstanding
$323.5 million airport system special facilities revenue bonds
(Continental Airlines Inc. Terminal E Project) series 2001 at 'B'.
The series 2001 bonds are fixed-rate revenue bonds with a final
maturity in 2029.  The Rating Outlook remains Stable.

KEY RATING DRIVERS:

UAL'S FINANCIAL STRENGTH: United Continental Holdings, Inc. (UAL)
has demonstrated continued improvements in its underlying
financial strength, debt position and liquidity since the closing
of the United-Continental merger on Oct. 1, 2010.  The combined
carrier has maintained a strong utilization of the facility.  UAL
has a Fitch Issuer Default rating of 'B' and a Stable Outlook.

ESSENTIAL NATURE OF THE TERMINAL: Terminal E handles the majority
(77%) of UAL's international operations and a large share (60%) of
the total airline international traffic at George Bush
Intercontinental Airport (IAH or Intercontinental).  IAH is a
fundamentally strong airport (rated 'A+' on its subordinate lien
revenue bonds with Negative Outlook) that serves a large base of
both origination and destination (O&D) and connecting traffic, and
is a major international gateway for UAL.  IAH serves as the
primary commercial airport for the metropolitan area and as a
major system hub for UAL.

UNSECURED OBLIGATIONS OF UAL: The limited revenue stream and the
unsecured guarantee of UAL are mitigated by the re-letting
provisions allowing the airport to retake the facility in the
event of an early lease termination.

LACK OF DEBT SERVICE RESERVE: Bondholders do not have access to
cash reserves or structural enhancements.

What Could Trigger A Rating Action:

  -- Any changes in the credit of UAL would have a direct effect
     on the rating. See related analysis on United Continental,
     dated Sept. 13, 2012, available at www.fitchratings.com.

SECURITY:

Special facilities rent paid by UAL pursuant to the special
facilities lease secures the Continental Terminal E Project bonds.

CREDIT UPDATE:

Intercontinental serves as the primary commercial airport for the
metropolitan area and it is the only Houston-area airport
providing international service.  Intercontinental's traffic has
held up relatively well through the recent downturn, with modest
declines in enplanements at a 1.2% compound annual growth rate
(CAGR) between 2006 and 2011.  The year 2011 saw a 1% decrease in
enplanements, and enplanements were essentially flat in the first
eight months of 2012 (through August, down 0.1% when compared to
the same time period in 2011).  International traffic continued to
see a more robust recovery than domestic; international
enplanements increased by 1.5% while domestic traffic was down
1.3% in 2011.  UAL has continued to operate its major system hub
at the airport since the merger with Continental in October of
2010, without any major scheduling or hubbing changes; no
significant changes in traffic profile are expected as a result of
the merger.  UAL accounted for approximately 87% of
Intercontinental's passengers and 79% of total international
traffic in 2011.

Terminal E is a 600,000 square-foot facility with 23 gates that
can handle both domestic and international passenger traffic.  The
terminal is an essential facility for the airport itself as well
as for UAL's international operations.  Terminal E handles about
30% of total Intercontinental traffic while the terminal's
international traffic of 5.2 million passengers in 2011
represented 13% of all airport passengers and 60% of all
international traffic.  Traffic at Terminal E decreased 7.9%
through the first eight months of 2012.  The drop in traffic is
due to the 1.4% total UAL capacity decrease as measured by
available seat miles (ASMs), representing a 1.7% decrease and 3.6%
decrease in frequencies and seats, respectively.

In September 2012, Fitch affirmed UAL's IDR at 'B' with a Stable
Outlook; UAL's credit profile is supported by its leadership
positions across its extensive global route network, strong
liquidity profile and growing unencumbered asset base.  Year-to-
date operating results have weakened due to on-going challenges
with its merger integration, and rising fuel prices.  When
combined with higher capital expenditures (for necessary fleet
renewal and other investments) and a softening macro environment,
Fitch expects free cash flow (FCF) to be negative in 2012.
Nonetheless, UAL remains on track with its deleveraging plan as
evidenced in the $2.6 billion debt reduction since the merger.
Management also remains committed to maintaining capacity
discipline as reflected in the third round of capacity reduction
announced last week. Even during capacity reduction, UAL continues
to demonstrate its commitment to Houston through a recent
agreement to state Houston as UAL's B787 base for training and
maintenance.  This could lead to a high utilization of the B787 in
the Houston market, particularly because of the opportunity cost
associated with repositioning aircrafts to other airports.  More
information on the Fitch rating of United Continental Holdings,
Inc. and the most recent rating action press release dated Sept.
13, 2012can be found at www.fitchratings.com.

The Continental Terminal E Project bonds financed the construction
and development of Terminal E Intercontinental, which UAL uses as
an international connection hub and Latin American gateway.
Terminal E was built in two phases and fully opened in January
2005.


IDEARC INC: Properly Capitalized When Spun Off, Says JPM Exec
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a witness for Verizon Communications Inc. from
JPMorgan Securities Inc. testified that yellow-page unit Idearc
Inc. was a "very good ongoing company" when it was spun off from
the parent in 2006.  Tuesday's testimony came in the second week
of a trial where Idearc creditors are suing New York-based Verizon
for $9.8 billion, contending the spinoff entailed fraudulent
transfers that left the unit insolvent immediately.

According to the report, Jennifer Nason, head of JPMorgan
Securities' technology, media and telecom unit, said the bank
committed to lending $250 million and still held $125 million in
debt when Idearc filed for bankruptcy.  Ms. Nason said she
believed Idearc was properly capitalized, with about $3.5 billion
in equity and $9 billion in debt.  On cross-examination, Ms. Nason
told lawyers for Idearc creditors that JPMorgan made $36 million
in fees on the financing transaction.

The report relates that an expert witness for creditors testified
last week that Idearc was insolvent by more than $1 billion when
it became independent.  Earlier this week, an expert witness for
Verizon testified that Idearc was "completely stable" at the time
of the spinoff.  The trial is scheduled to run through the end of
the week in U.S. District Court in Dallas, where Idearc was based.

                           Second Week

Mr. Rochelle reports that Verizon Communications Inc. brought an
expert witness to court Oct. 22 who testified that subsidiary
Idearc Inc. was "completely stable" when spun off in 2006.

According to the report, the testimony was offered in the second
week of trial where Verizon is defending against claims by Idearc
creditors that the spinoff entailed fraudulent transfers leaving
the subsidiary insolvent immediately.  The trial is scheduled to
run through the end of the week in U.S. District Court in Dallas
where Idearc was located.  The case will be decided by the
district judge without a jury.

The creditors' lawsuit is U.S. Bank National Association v.
Verizon Communications Inc., 10-01842, U.S. District Court,
Northern District Texas (Dallas).  The bankruptcy case was In re
Idearc Inc., 09-31828, U.S. Bankruptcy Court, Northern District of
Texas (Dallas).

                         About Idearc Inc.

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

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

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

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

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

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


INCREDIBLE DAVE'S: Court Directs Brady to Turn On Scoring System
----------------------------------------------------------------
At the behest of Incredible Dave's of Nashville, LLC, Bankruptcy
Judge Marian F. Harrison directed Brady Distributing Company to
activate the Steltronic scoring system, which is a necessary part
of the bowling equipment located at the Debtor's business.
Specifically, Judge Harrison directed Brady to contact U.S.
Bowling and make a good faith written request that U.S. Bowling
turn on the Steltronic scoring system located at the Debtor's
facility.

Brady purchased a bowling equipment package, including the
Steltronic scoring system, from U.S. Bowling on behalf of the
Debtor.  In return, the Debtor agreed to repay Brady for the
system, in part through a revenue sharing agreement.  The Debtor
has not made any payments on the bowling equipment package.

Brady did not obtain a security interest in the bowling equipment
package.

David Lawrence, the Debtor's operations manager, testified that
the Steltronic scoring system allows customers to enter their
individual names for scoring purposes.  Without the Steltronic
scoring system, each bowler is only identified as "bowler 1,"
"bowler 2," etc.  Mr. Lawrence testified that the inability to
enter the names of individual bowlers has especially hindered the
Debtor's ability to host large parties and corporate events.

Prior to the debtor filing for bankruptcy protection, the scoring
system was turned off twice.  The first time, Mr. Lawrence
contacted Larry Cook, Brady's chief operating officer, and the
parties reached an agreement regarding payment.  Mr. Cook
contacted U.S. Bowling, and the Steltronic scoring system was
shortly turned back on without the necessity of anyone coming to
the debtor's facility. Unfortunately, the Debtor's check bounced,
and the Steltronic scoring system was turned off after 45 days and
has remained off. Mr. Lawrence testified that despite numerous
requests, Brady has refused to turn the Steltronic scoring system
back on, and without the Steltronic scoring system, the Debtor's
chance at an effective reorganization is jeopardized.

Mr. Cook testified that Brady is not willing to request that U.S.
Bowling turn on the Steltronic scoring system because the request
would have to be accompanied by the final payment of $4,000 on the
bowling equipment package plus $6,500 for diagnostic tests
required by U.S. Bowling.  Mr. Cook testified that Brady is
unwilling to pay any additional money for the system because it
has not received any payments from the Debtor.  Mr. Cook testified
that as a courtesy, U.S. Bowling did not charge Brady to turn the
system back on the first time.  There was no proof that U.S.
Bowling would not extend this same courtesy again, nor did anyone
from U.S. Bowling testify at the hearing.

"There is no question that the debtor's estate has an interest in
the Steltronic scoring system.  Moreover, it is clear from the
testimony that if the Steltronic scoring system is not turned back
on, it will be difficult for the debtor to successfully reorganize
and repay its creditors, including Brady," said Judge Harrison.

A copy of the Court's Oct. 22, 2012 Memorandum Opinion and Order
is available at http://is.gd/xrKm7yfrom Leagle.com.

Based in Goodlettsville, Tennessee, Incredible Dave's of Nashville
LLC filed for Chapter 11 protection (Bankr. M.D. Tenn. Case No.
12-04817) on May 23, 2012.  Judge Marian F. Harrison presides over
the case.  Elliott Warner Jones, Esq., at Emerge Law, PLC,
represents the Debtor.  The Debtor estimated both assets and debts
of between $1 million and $10 million.


INDIANAPOLIS DOWNS: Fights Objections for $500M Sale, Ch. 11 Plan
-----------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that Indianapolis Downs
LLC on Monday concluded the second and final day of a contested
dual-purpose hearing, fighting against objections to both its $500
million sale deal with cross-state rival Centaur Holdings LLC and
its Chapter 11 plan.

                      About Indianapolis Downs

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

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

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

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


INTERSTATE PROPERTIES: Files for Chapter 11 in Atlanta
------------------------------------------------------
Interstate Properties, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Ga. Case No. 12-76037) in Atlanta on Oct. 17.  The
Debtor estimated $10 million to $50 million in assets and
liabilities.

The U.S. Trustee in Atlanta will convene a Meeting of Creditors
under 11 U.S.C. 341(a) in the case on Nov. 28, 2012, at 2:00 p.m.
at Hearing Room 367, Atlanta.

Interstate Properties must file its schedules of assets and
liabilities, statement of financial affairs, and other incomplete
documents by Oct. 31.

The Debtor is represented by:

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


IRVINGTON COMMUNITY: S&P Lowers Rating on 2 Bond Issues to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB+' from 'BBB-' on the Indiana Finance Authority's series 2009A
and 2009B educational facilities revenue bonds, issued for
Irvington Community School Inc., and revised the outlook to
negative from stable.

"The rating action and outlook revision reflect our assessment of
the school's deterioration of its overall financial credit profile
in fiscal 2012, drop in liquidity, and risk, inherent to most
charter schools, regarding nonrenewal of its charter, which must
be renewed multiple times before final bond maturity," said
Standard & Poor's credit analyst Kevin Holloran.


JACOBS FINANCIAL: Incurs $454,000 Net Loss in Aug. 31 Quarter
-------------------------------------------------------------
Jacobs Financial Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $453,588 on $384,377 of total revenues for the three
months ended Aug. 31, 2012, compared with a net loss of $127,041
on $656,764 of total revenues for the same period during the prior
year.

The Company's balance sheet at Aug. 31, 2012, showed $8.94 million
in total assets, $16.53 million in total liabilities, $1.85
million in total mandatorily redeemable preferred stock, and a
$9.44 million total stockholders' deficit.

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

For the three month period ended Aug. 31, 2012, the Company had a
loss from operations of $35,000, or a loss of $472,000 after
interest expense and accrued dividends on mandatorily redeemable
preferred stock are taken into account.  Losses are expected to
continue until the Company's insurance company subsidiary, First
Surety Corporation develops a more substantial book of business.
While improvement is anticipated as the business plan is
implemented, restrictions on the use of FSC's assets, the
Company's significant deficiency in working capital and
stockholders' equity raise substantial doubt about the Company's
ability to continue as a going concern.

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

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

                       http://is.gd/FFOZ3e

                      About Jacobs Financial

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


JEFFERSON COUNTY: Sued Over $4-Mil. Inmate Health Care Deal
-----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that Jefferson County,
Ala., has reneged on a $4 million deal with a health care
contractor for medical services at its jail after switching to a
competitor without notice, according to a lawsuit filed Tuesday in
Alabama federal court.

Mississippi-based Health Assurance LLC alleges the troubled county
and its sheriff, Mike Hale, ignored the contract and took
advantage of the contractor's employees as they transitioned last
year to a new provider, Advanced Correctional Healthcare Inc., at
the Jefferson County jail, according to Bankruptcy Law360.

                      About Jefferson County

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

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

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

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

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

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

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

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


K-V PHARMACEUTICAL: Cash Set to Increase by $6.5 Million
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that K-V Pharmaceutical Co. is generating another
$6.5 million in cash from the generic pharmaceutical business that
was sold in June 2011.  When Zydus Pharmaceuticals USA Inc. and
Nesher Pharmaceuticals USA LLC bought the business; $7.5 million
was placed in escrow to cover the buyers if they were sued by
users of the products.  The escrow was to end one year after the
sale.

According to the report, the buyers made claims against the
escrow.  K-V and the buyers agreed to a settlement under which
$6.5 million will be released to K-V, $475,000 goes to the buyers
and $500,000 remains in escrow.  This week, the bankruptcy court
in Manhattan scheduled a Nov. 16 hearing to approve the escrow
settlement.  The settlement will augment K-V's cash, which stood
at $29.6 million at the end of September, according to a monthly
operating report filed with the bankruptcy court.  The company has
another $9.6 million in restricted cash.

There will be a pivotal hearing beginning Nov. 13 with Hologic
Inc., which sold the Makena business to K-V in 2008 and is owed
about $95 million plus royalties.  Hologic has a lien on the right
to distribute the product to recover the remaining payments.
Hologic wants the bankruptcy judge to grant permission to
foreclose rights to Makena.

The Bloomberg report discloses that the first-lien notes traded
Oct. 23 for 45 cents on the dollar, according to Trace, the bond-
price reporting system of the Financial Industry Regulatory
Authority.  There is $200 million owing on 2.5% contingent
convertible subordinated notes due in 2033.  The notes traded
Oct. 23 for 6.875 cents on the dollar, according to Trace.

                      About K-V Pharmaceutical

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

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

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

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


KH FUNDING: Wells Fargo Can't Nix Bondholder Suit Over Default
--------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that Wells Fargo Bank
NA on Monday lost its bid to toss a proposed class action alleging
the bank breached its duties to bondholders by failing to take
timely action after a subprime mortgage lender defaulted on at
least $1.75 million in bond payments before its bankruptcy.

Bankruptcy Law360 relates that U.S. District Judge Catherine C.
Blake ruled Monday that the bank can't yet dodge allegations that
it breached its contract to KH Funding bondholders by neglecting
to take timely action when KH stopped making its interest and
principal payments.

                      About KH Funding Company

Silver Spring, Maryland-based KH Funding Company is a Maryland
corporation whose business activities consisted primarily of
originating, acquiring, and servicing mortgage loans.
Specifically, KH Funding originated commercial real estate
mortgage loans and investment property residential mortgage loans
and also purchased residential first and second mortgage loans
from other lenders.  These lending activities have been
concentrated primarily in the greater Washington, D.C. and
Baltimore areas.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Md. Case No. 10-37371) on Dec. 3, 2010.  Lawrence Coppel, Esq., at
Gordon Feinblatt Rothman Hoffberger & Hollander, LLC, in
Baltimore, Maryland, serves as the Debtor's bankruptcy counsel.
The Debtor estimated its assets and debts at $10 million to $50
million.

W. Clarkson McDow, Jr., United States Trustee for Region 4,
appointed seven creditors to serve on the Official Committee of
Unsecured Creditors.  The Committee is represented by Bradford J.
Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, and lawyers
at McGuireWoods LLP as co-counsel.  The Committee has tapped BDO
Consulting, a division of BDO USA, LLP, as its financial advisor.

The Troubled Company Reporter on Oct. 3, 2011, outlined the terms
of the Joint Liquidation Plan filed by KH Funding and the
Committee.  The Plan provides that the Debtor's assets will be
liquidated in an orderly manner, including sales of real property
owned by the Debtor.


KINETIC CONCEPTS: S&P Keeps BB- Ratings on $2.4BB Secured Credit
----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on San
Antonio, Texas-based medical technology company Kinetic Concepts
Inc. (subsidiary of Centaur Guernsey L.P. Inc.) are not affected
by the company's intention to amend its credit facility. The
credit facility consists of a $200 million revolver due 2016,
$1.975 billion term loan B-1 due 2018, and a $325 million term
loan B-2 due 2016. The issue-level rating on the facility is
currently 'BB-', with a recovery rating of '1', indicating very
high recovery (90% to 100%) for lenders in the event of a payment
default. The amendment will lower the interest rates on the
facility and provide flexibility for the repurchase of up to $250
million of senior secured and/or senior unsecured notes. "While we
view positively the interest cost savings and potential repayment
of high cost debt, it is not significant enough to alter our 'B'
rating or stable outlook on the company," S&P said.

"The ratings on Kinetic Concepts Inc. (KCI) overwhelmingly reflect
the company's 'highly leveraged' financial risk profile following
its LBO and "fair" business risk profile. The fair business risk
profile incorporates KCI's significant dependence on vacuum-
assisted closure (VAC) devices, market share losses, and pricing
pressures for VAC devices, as well as generally well-entrenched
market positions and rapid growth at the LifeCell division.
The financial risk profile reflects adjusted debt to EBITDA
following the LBO, per Standard & Poor's Ratings Services'
calculations, of more than 7x, which we expect to drop to about
6.4x in 2012," S&P said.

RATINGS LIST

Ratings Unchanged

Kinetic Concepts Inc.
Corporate Credit Rating         B/Stable/--
Senior Secured
  Second-lien notes due 2018     B
   Recovery Rating               4
  Term B-1 loan due 2018         BB-
   Recovery Rating               1
  Revolver due 2016              BB-
   Recovery Rating               1
  Term B-2 loan due 2016         BB-
   Recovery Rating               1
Senior Unsecured
  Senior notes due 2019          CCC+
   Recovery Rating               6


LAUREATE EDUCATION: Moody's Keeps B2 CFR; Rates $350MM Notes Caa1
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Laureate
Education, Inc.'s proposed $350 million add-on senior unsecured
notes due 2019. The notes will be issued under the indenture
governing the 9.25% senior unsecured notes due 2019 that were
issued in July. Concurrently, Moody's affirmed the company's B2
corporate family rating, B2 probability of default rating, and its
various debt ratings. The ratings outlook remains stable.

Proceeds from the proposed senior notes will be used to reduce the
outstanding balance under the senior toggle notes due 2015.
Moody's views the transaction favorably since it reduces interest
expense, improves the debt maturity profile, and increases the
cash balance.

Rating assigned:

  Proposed $350 million add-on senior unsecured notes due 2019 at
  Caa1 (LGD5, 81%)

Ratings affirmed:

  Corporate family rating at B2

  Probability of default rating at B2

  $1,115 million senior secured term loan due 2018 at B1 (LGD3,
  38%). Point estimate revised from (LGD3, 40%)

  $164 million senior secured loans due 2014 at B1 (LGD3, 38%).
  Point estimate revised from (LGD3, 40%)

  $350 million 9.25% senior unsecured notes due 2019 at Caa1
  (LGD5, 81%)

  $260 million 10% senior unsecured notes due 2015 at Caa1 (LGD5,
  81%)

  $547 million ($247 million at closing) 10.25%/11% senior
  unsecured PIK toggle notes due 2015 at Caa1 (LGD5, 81%)

  $286 million 11.75% senior subordinated notes due 2017 at Caa1
  (LGD6, 95%)

Ratings Rationale

Moody's estimates that pro forma leverage stood at approximately
6.1 times through the twelve months ended September 30, 2012, an
increase from the 5.6 times reported in 2011 (Moody's adjusted).
Adjusted EBITDA has declined through the nine months ended
September 30, 2012 due to higher operating expenses, the impact of
discrete items, unfavorable exchange rate movements, and a
seasonal shift in earnings. Despite year-to-date EBITDA declines,
the ratings affirmation reflects Moody's expectation that Laureate
will still sequentially grow its EBITDA in 2012 and 2013, largely
through revenue growth and increased operating leverage. The
affirmation also reflects Moody's expectation that Laureate will
sustain solid enrollment trends such that financial leverage
approaches 5.5 times over the next 12 to 18 months.

Laureate's B2 corporate family rating reflects its high leverage,
modest coverage of interest expense, high levels of discretionary
capital spending that constrain free cash flow, the heightened
regulatory environment in the for-profit education sector in the
U.S., aggressive acquisition activity in past periods, and
exposure to foreign exchange risk. However, the rating is
supported by the company's prominent market position in the
international for-profit, post-secondary education space, solid
enrollment growth supported by the breadth of its presence in
multiple geographies, favorable industry fundamentals, and
expectation for positive GDP growth in most of the countries it
operates, which should support positive enrollment trends.

The stable outlook reflects Moody's expectation that Laureate will
continue to sustain solid enrollment growth, increase its
earnings, and improve its operating margins such that debt to
EBITDA improves from current levels.

Moody's could upgrade Laureate's ratings if it improves its margin
profile, sustainably reduces financial leverage below 5.0 times,
sustains free cash flow to debt in excess of 5.0% and demonstrates
continued profitable enrollment growth.

The ratings could be pressured if weaker than expected growth in
enrollments, and/or a significant ramp-up in debt financed
acquisition activity results in debt to EBITDA approaching 6.5
times or EBITDA less maintenance capex to interest expense
declining below 1.2 times. Sustained negative free cash flow could
also pressure the ratings.

The ratings are subject to the conclusion of the transactions, as
proposed, and Moody's review of final documentation.

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

Laureate Education, Inc. is based in Baltimore, Maryland, and
operates a leading international network of accredited campus-
based and online universities with more than 50 institutions in 24
countries, offering academic programs to approximately 700,000
students through over 100 campuses and online delivery. Laureate
had revenues of approximately $3.37 billion for the twelve months
ended June 30, 2012.



LAUREATE EDUCATION: S&P Affirms 'CCC+' Rating on $700MM Sr. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the issue-level rating
on Baltimore, Md.-based Laureate Education Inc.'s $700 million
unsecured notes due 2019 ($350 million add-on to the existing
issue) at 'CCC+' (two notches below its'B' corporate credit rating
on the company) with a recovery rating of '6', indicating its
expectation for negligible (0% to 10%) recovery for bondholders in
the event of a payment default. Laureate will use the proceeds to
refinance existing debt.

"At the same time, we affirmed our existing ratings on Laureate,
including the 'B' corporate credit rating. The rating outlook is
stable," S&P said.

"The corporate credit rating reflects Standard & Poor's
expectation that Laureate's debt leverage will remain high,
reflecting the company's acquisition orientation and high capital
spending on growth," said Standard & Poor's credit analyst Chris
Valentine.

"We expect debt leverage to remain in the low-6x area at the end
of 2012. We view Laureate's business risk profile as 'weak,' based
on our criteria, because of the risks inherent in undertaking its
rapid overseas expansion, which involves considerable execution
risk, country risk, and currency risk, in our view. The company
has a 'highly leveraged' financial profile, in our view, because
of high debt leverage and limited cash flow generation relative
to total debt burden," S&P said.

"Laureate's goal, broadly, is to acquire international educational
institutions, including turnaround situations in their markets,
improve their curriculum, and raise enrollment levels. The company
periodically acquires underperforming schools operating at low
profitability, which can depress EBITDA and its EBITDA margin. We
view business execution related to Laureate's rapid growth as a
key risk. Laureate earns about half of its revenues, and a
slightly higher percentage of EBITDA, in Mexico, Chile, and
Brazil, where postsecondary enrollment is rising faster than in
the U.S. International schools also face a lower degree of
regulation than their U.S. for-profit education peers  but we see
a risk that this could change over time. Even without rigorous
regulation, Laureate is also exposed to student loan credit risk
in Chile and Brazil," S&P said.


LDK SOLAR: HRX to Buy 19.9% of Issued and Outstanding Capital
-------------------------------------------------------------
LDK Solar Co., Ltd., has entered into a share purchase agreement
dated Oct. 19, 2012, with Heng Rui Xin Energy Co., Ltd., a PRC
company invested by privately owned and state-owned funds, in
which HRX has agreed to purchase newly issued ordinary shares,
accounting for approximately 19.9% of the total issued and
outstanding capital of LDK Solar prior to that issuance, at a
purchase price of US$0.86 per ordinary share, subject to the terms
and conditions of the share purchase agreement, including a lock-
up for 180 days.  Pursuant to the share purchase agreement, HRX
also has the right to designate three additional directors to the
LDK Solar board, and the parties have also agreed to add two
independent directors to the LDK Solar board.

Closing of the proposed transaction is subject to, among other
things, the receipt of all necessary consents and approvals from
applicable governmental and regulatory authorities, including the
various PRC governmental agencies.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-Tech
Industrial Park, Xinyu City, Jiangxi Province, People's Republic
of China, is a vertically integrated manufacturer of photovoltaic
products, including high-quality and low-cost polysilicon, solar
wafers, cells, modules, systems, power projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.,
to continue as a going concern.  According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio under
a long-term debt agreement as of Dec. 31, 2011.  These conditions
raise substantial doubt about the Group's ability to continue as a
going concern.

The Company's balance sheet at June 30, 2012, showed US$6.40
billion in total assets, US$5.95 billion in total liabilities,
US$254.44 million in redeemable non-controlling interests and
US$192.17 million in total equity.


LEVI STRAUSS: Moody's Affirms 'B1' CFR/PDR; Outlook Positive
------------------------------------------------------------
Moody's Investors Service revised Levi Strauss & Co.'s ("LS&Co")
rating outlook to positive from stable. All other ratings,
including the B1 Corporate Family Rating and B2 rating assigned to
LS&CO.'s various classes of unsecured debt were affirmed.

The following ratings were affirmed and LGD assessments amended:

  Corporate Family Rating at B1

  Probability of Default Rating at B1

  $325 million senior unsecured term loan due 2014 at B2 (LGD 4,
  66% from LGD 4,69%)

  EUR300 million senior unsecured notes due 2018 at B2 (LGD 4,
  66% from LGD 4,69%)

  $525 million senior unsecured notes due 2020 at B2 (LGD 4, 66%
  from LGD 4,69%)

  $385 million senior unsecured notes due 2012 at B2 (LGD 4, 65%
  from LGD 4,69%)

Ratings Rationale

Scott Tuhy, Vice President said "The positive rating outlook
reflects Moody's expectation that the company's focus on lean
inventory levels, and the benefits of moderating input costs over
the next few quarters, should enable the company to make continued
progress in expanding gross margins". The outlook revision also
reflects the meaningful reduction in LS&CO's absolute debt levels
over the past few quarters. Moody's also believes the company can
improve operating margins through a continued focus on cost
efficiencies. While Moody's outlook is positive, Moody's has some
concerns around the company's significant European exposure, which
accounted for approximately 24% of the company's YTD revenues.

LS& CO's B1 Corporate Family Rating reflects the company's
moderate (though improving) operating margins and the company's
still significant debt burden (including its meaningful unfunded
pension liability, which exceeded $400 million at its most recent
fiscal year end). Debt/EBITDA was near 4.5 times for the most
recent LTM period. The rating also take into consideration the
company's meaningful global presence, with operations in over 110
countries, and also that the company's has a significant exposure
to the sluggish European market, which accounted for 24% of
revenues in the YTD period. The iconic nature of the Levi's
trademark also underpins the company's overall credit profile as
well as the company's very good liquidity profile.

Ratings could be upgraded if the company is able to maintain
modest growth in operating earnings, indicating the company is
benefiting from lower input costs, inventory discipline and
operating efficiencies. These factors would need to be sufficient
to offset macro-economic challenges, particularly in Europe.
Quantitatively if adjusted operating margins exceed 10%, with
debt/EBITDA sustained below 4.5 times and EBITA/interest expense
remaining above 2.0 times, ratings could be upgraded.

In view of the positive outlook, ratings are unlikely to be
downgraded in the near to intermediate term. Quantitatively,
ratings could be downgraded if debt/EBITDA exceeded 5.5 times or
EBITA/interest fell below 1.5 times. Additionally, ratings could
be downgraded if the company's solid liquidity profile were to
materially erode. The rating outlook could be stabilized if the
company's operating margins began to erode, which most likely
would be the result of a sustained downturn in the global economy,
such that debt/EBITDA was likely to be sustained near 5 times.

The principal methodology used in rating Levi Strauss & Co. was
the Global Apparel Industry Methodology published in May 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in San Francisco, California, Levi Strauss & Co
designs and markets jeans, casual wear and related accessories
under the "Levi's", "Dockers", "Signature by Levi Strauss & Co."
and "Denizen" brands. The company sells product in more than 110
countries through chain retailers, department stores, online sites
and franchised and company-owned stores. Levi Strauss & Co.'s
reported fiscal 2011 net revenues were $4.8 billion.


LOCATION BASED TECHNOLOGIES: Wins Over 100 New Business Customers
-----------------------------------------------------------------
Location Based Technologies, Inc., has acquired more than 100 new
business customers since the launch of its Business Solutions
platform in July of this year.  Business customers pay a higher
monthly service fee and have access to enhanced user-interface
features.  Sales to business customers have increased 36% in the
past 30 days as sales continue to ramp steadily.

One hundred and twelve companies are now receiving the benefits of
LBT's new low cost GPS system primarily because it is affordable
for all sizes of businesses and delivers flexible business
solutions that drive operational efficiencies and measurable
monetary savings.  New Web and App based functionality, coupled
with management, monitoring and reporting capability, provides a
sophisticated yet supremely easy-to-use customer interface that
minimizes training costs and time while maximizing asset
management capabilities.  This Business Solutions segment is
increasingly providing a solid source of revenues for LBT.

"Our commercial sales pipeline continues to grow and in just a few
months we have surpassed an early milestone of serving more than
100 businesses," said Dave Morse, CEO of Location Based
Technologies.  "Any business looking for cost savings, enhanced
safety and expanded management capability for their mobile assets
should 'test drive' our new Business Solutions system - whether
you have 5 or 5,000 mobile assets.  As large and small businesses
have found, our asset tracking solution delivers the best value
and is the 'easiest to use' interface on the market.  It is simply
not good enough to only know where your valued assets are located
at the beginning and the end of each day," Morse adds.

LBT's A-GPS Vehicle and Asset Tracking System have a best-in-class
end user interface, accessed via web browser, mobile web browser,
or smartphone app for highly mobile field managers who are
constantly on the go.  Its GPS Mapping Application pinpoints the
location of the asset along with vital decision making information
transmitted wirelessly to the Business Solutions platform in near
real time.  Users can optimize, customize and enhance the use of
any mobile asset on a global basis.

                  The Next Billion Dollar Market

Location Based was cited in a study by ABI Research, which
concluded that personal tracking devices would become a billion
dollar market by 2017, with an estimated compound annual growth
rate of 40%.  The article further estimated that the addressable
US market is comprised of 120 million people.

In the article, Senior Analyst Patrick Connelly stated, "We are
also seeing the first signs of leading CE companies entering the
market, such as Qualcomm, Apple (via PocketFinder), Garmin, Cobra,
etc. and there will also be significant partnerships and
acquisitions in this space as new entrants looks to add tracking
to their portfolio...."

"ABI's report further validates the need for our products and
services," said Location Based Technologies, CEO Dave Morse.  "We
are on the cutting edge of a fast growing industry and our goal is
to become the undisputed market leader for personal GPS devices."

To view the full article, visit http://is.gd/r2UPRQ

                 About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

The Company's balance sheet at May 31, 2012, showed $7.64 million
in total assets, $5.44 million in total liabilities, $499,387 of
commitments and contingencies, and stockholders' equity of $1.70
million.

"The Company has incurred net losses since inception, and as of
May 31, 2012, had an accumulated deficit of $42,125,209.  These
conditions raise substantial doubt as to the Company's ability to
continue as a going concern," the Company said in its quarterly
report for the period ended May 31, 2012.

As reported in the TCR on Dec. 2, 2011, Comiskey & Company, in
Denver Colorado, expressed substantial doubt about the Company's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Aug. 31, 2011.  The independent
auditors noted that the Company has incurred recurring losses
since inception and has an accumulated deficit in excess of
$37,000,000.  "There is no established sales history for the
Company's products, which are new to the marketplace."


MENDOCINO COAST: CBA Issues Prompt Chapter 9 Filing
---------------------------------------------------
Mendocino Coast Health Care District of Mendocino, California,
filed a Chapter 9 petition (Bankr. N.D. Calif. Case No. 12-12753)
in Santa Rosa on Oct. 17, 2012.

In April, the board of directors of the District, a public entity
formed and operating pursuant to the California Local Health Care
District Law, Health & Safety Code Sec. 32000 et seq., authorized
the District to initiate a 60-day mediation process with
creditors.  The resolution said the District's financial
difficulty is significantly affected by its obligations to
employees under a collective bargaining agreement with the United
Food and Commercial Workers Local 8.  Negotiations with UFCW8 have
not resulted in relief to the District from contacted wage
increases and benefits that are included in the CBA.

The mediation process was a requisite to a filing under Chapter 9
of the Bankruptcy Code.

The resolution authorizing the Chapter 9 filing dated Sept. 27,
20912, said that the District, Cal Mortgage Loan Insurance
Division of the Office of Statewide Health Planning and
Development, and UFCW8 were unable to reach an agreement
sufficient to address adequately the District's immediate
financial crisis.

The Debtor estimated $10 million to $50 million in assets and
liabilities.


MENDOCINO COAST: Chapter 9 Case Summary & List of Top Creditors
---------------------------------------------------------------
Debtor: Mendocino Coast Health Care
        700 River Drive
        Ft. Bragg, CA 95437

Bankruptcy Case No.: 12-12753

Chapter 9 Petition Date: October 17, 2012

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

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

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

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

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

List of the Debtor's 20 Largest Unsecured Creditors:

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

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

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

Johnson & Johnson Depuy   Trade Debt             $87,127

Alpha Fund                Trade Debt             $70,451

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

Zimmer                    Trade Debt             $54,835

Martin Fletcher &         Trade Debt             $49,466
Associates

CDW-G                     Trade Debt             $42,317

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

Beta Healthcare           Trade Debt             $35,736
Group 1443

Toshiba America           Trade Debt             $31,976
Medical Systems

Siemens Healthcare        Trade Debt             $28,110
Diagnostics

Office Max                Trade Debt             $25,186

Health Care Dental        Trade Debt             $24,438
Trust

The Shams Group           Trade Debt             $20,745

Phoenix Medcom Inc.       Trade Debt             $20,614

Staff Care, Inc.          Trade Debt             $20,767

Aretaeus Telemedicine,    Trade Debt             $20,000
Inc.

Nuance Communications     Trade Debt             $19,532


MF GLOBAL: Corzine Seeks Dismissal of Investors' Lawsuit
--------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones Newswires, reports that
lawyers for former MF Global Holdings Ltd. Chief Executive Jon
Corzine are asking a federal judge to toss a civil fraud lawsuit
accusing him of misleading investors about the risky bets the
futures firm was taking before its collapse a year ago.  Mr.
Corzine's lawyers blasted the investors' suit as a "jumble of
assertions and accusations" that makes "no sense" that should be
dismissed.

Dow Jones notes that a group of banks and underwriters -- among
them units of Goldman Sachs Group Inc., J.P. Morgan Chase & Co.
and Citigroup Inc. -- that are also being targeted by the
investors joined Mr. Corzine in asking District Judge Victor
Marrero to throw out the lawsuit.

The repot recounts investors, now led by Virginia Retirement
System, sued Mr. Corzine, other company executives and the banks
that backed the trading firm, claiming they failed to disclose the
risks associated with MF Global's European sovereign debt trades
using repurchase-to-maturity transactions.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than
70 exchanges around the world.  The firm was also one of 22
primary dealers authorized to trade U.S. government securities
with the Federal Reserve Bank of New York.  MF Global's roots go
back nearly 230 years to a sugar brokerage on the banks of the
Thames River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.

As of Sept. 30, 2011, MF Global had $41,046,594,000 in total
assets and $39,683,915,000 in total liabilities.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.


MF GLOBAL: Trustees Win Judge Not to Shut Down WARN Act Case
------------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Martin Glenn on Tuesday granted requests by the trustees for
MF Global Holdings Ltd. and its broker-dealer unit MF Global Inc.
that he dismiss a Worker Adjustment and Retraining Notification
class action filed against the bankruptcy estates.

Judge Glenn granted a motion to dismiss filed by James W. Giddens
-- the trustee appointed under the Securities Investor Protection
Act to liquidate MFGI -- with prejudice, and a similar motion
filed by MFGH Chapter 11 trustee Louis J. Freeh without prejudice,
Bankruptcy Law360 relates.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than
70 exchanges around the world.  The firm was also one of 22
primary dealers authorized to trade U.S. government securities
with the Federal Reserve Bank of New York.  MF Global's roots go
back nearly 230 years to a sugar brokerage on the banks of the
Thames River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.

As of Sept. 30, 2011, MF Global had $41,046,594,000 in total
assets and $39,683,915,000 in total liabilities.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.


MF GLOBAL: Jon Corzine Asks Judge to Toss Securities Fraud Suit
---------------------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that lawyers for former MF Global Holdings Ltd. Chief Executive
Jon Corzine are asking a federal judge to toss a civil fraud
lawsuit accusing him of misleading investors about the risky bets
the futures firm was taking before its collapse a year ago.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than
70 exchanges around the world.  The firm was also one of 22
primary dealers authorized to trade U.S. government securities
with the Federal Reserve Bank of New York.  MF Global's roots go
back nearly 230 years to a sugar brokerage on the banks of the
Thames River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.

As of Sept. 30, 2011, MF Global had $41,046,594,000 in total
assets and $39,683,915,000 in total liabilities.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.


MF GLOBAL: Corzine Wants Dismissal From Fraud Class Action Suit
---------------------------------------------------------------
Max Stendahl at Bankruptcy Law360 reports that former MF Global
Holdings Inc. CEO Jon Corzine pressed a New York federal judge
Friday to dismiss him from a fraud class action over the firm's
collapse, saying his optimistic statements about the brokerage
were merely expressions of confidence.

Attorneys for Corzine said he did not intentionally mislead
investors about the firm's massive exposure to European sovereign
debt before an October 2011 bankruptcy filing.

                          About MF Global

New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/
-- was one of the world's leading brokers of commodities and
listed derivatives.  MF Global provided access to more than
70 exchanges around the world.  The firm was also one of 22
primary dealers authorized to trade U.S. government securities
with the Federal Reserve Bank of New York.  MF Global's roots go
back nearly 230 years to a sugar brokerage on the banks of the
Thames River in London.

MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos.
11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to
Interactive Brokers Group collapsed.

As of Sept. 30, 2011, MF Global had $41,046,594,000 in total
assets and $39,683,915,000 in total liabilities.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

Louis J. Freeh was named the Chapter 11 Trustee for the bankruptcy
cases of MF Global Holdings Ltd. and its affiliates.  The Chapter
11 Trustee tapped (i) Freeh Sporkin & Sullivan LLP, as
investigative counsel; (ii) FTI Consulting Inc., as restructuring
advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel;
and (iv) Pepper Hamilton as special counsel.

An Official Committee of Unsecured Creditors has been appointed
in the case.  The Committee has retained Capstone Advisory Group
LLC as financial advisor.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.


MGT CAPITAL: Now Debt-Free, Appeals NYSE Delisting
--------------------------------------------------
MGT Capital Investments, Inc., disclosed that it has entered into
two agreements with various institutional investors providing
$5.9 million of capital in support of the Company's strategy to
monetize intellectual property.  The capital raise is comprised of
the sale of $4.5 million of Series A Convertible Preferred Shares
(which include Warrants to purchase MGT common stock), plus a
separate sale of $1.4 million of MGT Common Stock.

Subject to the approval of NYSE MKT and other customary closing
conditions, the Preferred Shares will be convertible into the
Company's common stock at a fixed price of $3.26 per share and
carry a 6% dividend.  The Warrants have a five-year life and are
exercisable at $3.85 per MGT share; the Company will issue a total
of 2.8 million Warrants in the deal.  This transaction is expected
to close on or before Oct. 26, 2012.

Chardan Capital Markets LLC acted as sole financial advisor in the
sale of the Preferred Shares and Warrants.

MGT also completed an agreement to sell 453,000 shares of its
Common Stock at a price of $3.01, under its S-3 Registration
Statement, which was declared effective on September 25, 2012 by
the U. S. Securities and Exchange Commission.  Closing of this
transaction is also expected on or before Oct. 26, 2012, and is
also subject to NYSE MKT approval.

In an earlier step to improve the Company's financial flexibility
and reduce capital costs, MGT repaid at face value the entire
$3.5 million issue of its Senior Secured Convertible Notes on
Oct. 10, 2012.  As a result of all announced and completed capital
transactions, MGT is now debt-free, and will have approximately
$7.0 million in cash and 3.0 million common shares outstanding.

On Oct. 12, 2012, MGT appealed the delisting proceedings of NYSE
MKT and requested an Oral Hearing in accordance with Part 12 of
the Company Guide, in response to the Exchange's delisting Notice
received by the Company on Oct. 5, 2012.  On Oct. 17, 2012, MGT
received further Notice from the Exchange that a Listing
Qualifications Panel has been authorized to hold the hearing on
Dec. 12, 2012.  The delisting action has been stayed pending the
outcome of the review, in accordance with Section 1203(d) of the
Guide.  Upon closing of the transactions contemplated above, the
Company believes it will meet the minimum equity conditions for
remaining listed on the Exchange; however, there can be no
assurance that the Exchange will reach the same determination or
grant the Company's request for continued listing.

Robert Traversa, the Company's Chief Financial Officer, stated,
"As one of the largest stockholders of MGT, I am constantly
focused on maximizing long term shareholder value.  Today's deals
bring strategic investors with proven success in the intellectual
property space and set a very solid foundation for our expansion
and development."

The Company will continue to update shareholders on its progress,
including ongoing discussions with NYSE MKT, as well as patent
enforcement activities.

                         About MGT Capital

MGT Capital Investments, Inc. is a holding company comprised of
MGT, the parent company, and its wholly-owned subsidiary MGT
Capital Investments (U.K.) Limited.  In addition we also have a
controlling interest in our subsidiary, Medicsight Ltd, including
its wholly owned subsidiaries.


MILK HOLDING: S&P Rates $315MM Credit Facilities 'B-'
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
ratings to Milk Holding Corp.'s (Milk Specialties Company is the
borrower) proposed $315 million senior secured credit facilities.
"The recovery rating on the senior secured credit facilities is
'3', indicating our expectation for meaningful (50% to 70%)
recovery in the event of a payment default. We also affirmed our
existing ratings, including the 'B' corporate credit rating. The
outlook is stable," S&P said.

"The rating reflects our assessment of the company's narrow focus
on whey-based products, significant reliance on external whey
supplies, participation in highly competitive and fragmented
industries, and exposure to potential negative publicity or
studies," said Standard & Poor's credit analyst Bea Chiem.

The company is expected to use the proceeds to refinance existing
debt, fund its capacity expansion plan, and pay fees and other
expenses associated with the transaction.


MOUNTAIN PROVINCE: To Issue $13.4 Million Subscription Rights
-------------------------------------------------------------
Mountain Province Diamonds Inc. filed with the U.S. Securities and
Exchange Commission a Form F-7 relating to the issuance to the
holders of its outstanding common shares of record at the close of
business on Oct. 30, 2012, rights to subscribe for additional
common shares.

A maximum of 13,452,593 Rights Shares will be issuable pursuant to
the Rights Offering, representing approximately 16.7% of the
issued and outstanding Common Shares on Oct. 18, 2012.

Rights will be evidenced by transferable rights certificates.
Each registered holder of Common Shares on the Record Date will
receive one Right for each Common Share held.  Six Rights plus the
sum of $3.50 are required to subscribe for one Rights Share.  The
Rights expire at 5:00 p.m. (Toronto time) on Nov. 28, 2012, after
which time unexercised Rights will be void and of no value.

The Rights Offering will result in maximum proceeds of
approximately $47,084,076 from the sale of the Rights Shares, less
estimated expenses of the Rights Offering in the amount of
approximately $75,000 and the Stand-By Fee.

The Corporation intends to use the net proceeds of the Rights
Offering to fund the Corporation's 49% share of the Gahcho Kue JV
costs, including permitting, engineering design, procurement,
transport, drilling and related expenditures and for general
corporate purposes.

The Rights will be listed on the TSX under the symbol "MPV.RT" and
will be posted for trading on the TSX until 12:00 p.m. (Toronto
time) on the Rights Expiry Date at which time they will be halted
for trading.

Bottin (International) Investments Ltd. (controlled by Dermot
Desmond) has agreed to subscribe for, at the Subscription Price,
those Rights Shares not otherwise subscribed for on the exercise
of the Rights under the Basic Subscription Privilege and the
Additional Subscription Privilege.

No managing dealer or soliciting dealer has been engaged in
connection with this Offering.

Computershare Trust Company of Canada will act as the subscription
agent for the Rights Offering and is also the registrar and
transfer agent for the Common Shares.

A copy of the Form F-7 is available for free at:

                        http://is.gd/QQEVYG

                       About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.

The Company reported a net loss of C$11.53 million for the year
ended Dec. 31, 2011, compared with a net loss of C$14.53 million
during the prior year.

The Company's balance sheet at June 30, 2012, showed C$62.54
million in total assets, C$12.79 million in total liabilities and
C$49.74 million total shareholders' equity.

After auditing the financial statements for the year ended
Dec. 31, 2011, KPMG LLP, in Toronto, Canada, noted that the
Company has incurred a net loss in 2011 and expects to require
additional capital resources to meet planned expenditures in 2012
that raise substantial doubt about the Company's ability to
continue as a going concern.


NAKNEK ELECTRIC: Wants Collateral Disposition, Settlement OK'd
--------------------------------------------------------------
Naknek Electric Association, Inc., asks the U.S. Bankruptcy Court
for the District of Alaska to approve the Collateral Disposition
and Settlement Agreement supplementing the Debtor's motion for
order (1) approving sale of drill rig & accessories; and (2)
approving use of sale proceeds to plug & abandon well.

The Debtor owns equipment known as Rig No. 7 which it purchased to
drill an exploratory geothermal well.  National Rural Utilities
Cooperative Finance Corporation has a UCC lien against the rig.
CFC's lien is second in position to the liens of various vendors
who have mining liens or whose mechanics liens against the rig and
rig-related assets compromised in amount and agreed as to efficacy
in adversary proceeding no. 11-90007 and pursuant to main case
order.

The Debtor related that it has been negotiating with BHO for a
transaction in which the rig and related equipment would be
transferred to BHO or its assignee in return for valuable
consideration from BHO for the Debtor and its estate.  Other
parties-in-interest have participated in the negotiations since
the motion was filed.  These include CFC and the other secured
creditors with liens against the rig assets.  The negotiations
have resulted in substantial changes to the form of the
transaction that is the subject of the motion and some changes to
the economics, including increased benefits to be received by the
Debtor and its estate.  The purpose of the supplement is to
explain the revised transaction in some detail and to analyze the
compromises therein pursuant to Rule 9019.

The Collateral Disposition and Settlement Agreement provides that:
(1) the Debtor acknowledge of basic facts associated with the rig
and need to plug the well; (2) foreclosure subsequent to the
lifting of automatic stay of CFC's security position in the CFC
Rig Collateral; (3) sale to BHO of the Residual Rig Related
Assets; (4) authorization to plug the well and incur the
associated expenses; and (5) settlement of disputed claims.

The CDSA also provides for mutual releases by and between Baker
Hughes Oilfield Operations, Inc., and the Debtor.  Specifically,
effective as of the closing date, the Baker Hughes Parties will
forever release and discharge NEA, together with its officers,
directors, employees, agents and attorneys, from all claims,
obligations, liabilities, causes of action, demands, and
controversies whatsoever.

At the conclusion of the contemplated transactions, Baker Process,
Inc., will end up owning the rig assets free and clear of all
liens, claims, and encumbrances.  BHO will be obligated to provide
all the P&A Obligations to the Debtor.  BHO will also have
obligations under the Intercreditor Agreements which will benefit
the Participating M&M Lien Claimants, CFC, and the Debtor.  Mutual
releases will have been exchanged. T he Debtor will have parted
with a fully-encumbered asset but will have realized material and
tangible benefits from that asset which will not be realized other
than through the transaction.

A copy of the term is the agreement is available for free at
http://bankrupt.com/misc/NAKNEKELECTRIC_sale_foreclosure.pdf

               About Naknek Electric Association

Naknek, Alaska-based Naknek Electric Association, Inc., operates a
diesel power generation plant, storage and distribution system
on approximately 9.34 acres of land it owns in Naknek, Alaska.
It provides electricity to 591 members of the cooperative.  It
also is developing a geothermal well.

Naknek Electric filed for Chapter 11 bankruptcy protection (Bankr.
D. Alaska Case No. 10-00824) on Sept. 29, 2010.  Erik LeRoy, Esq.,
at Erik Leroy P.C., assists the Debtor in its restructuring
effort.  The Debtor disclosed $21,459,632 in assets and $7,523,708
as of the Chapter 11 filing.

The Debtor filed with the Court a plan of reorganization and an
accompanying disclosure statement on Sept. 15, 2011.  The Plan
proposed that the Debtor will pay Class 13, unsecured creditors,
$3 million over 60 months commencing on the Effective Date.  Based
on the current claims filed in the case, the proposed payment will
pay unsecured creditors a dividend of about $0.10 on each dollar
of claim.

A committee of unsecured creditors has been appointed by the
United States Trustee.


NAVISTAR INTERNATIONAL: GAMCO Asset Discloses 6.2% Equity Stake
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, GAMCO Asset Management, Inc., and its
affiliates disclosed that, as of Oct. 19, 2012, they beneficially
own 4,246,911 shares of common stock of Navistar International
Corporation representing 6.19% of the shares outstanding.
GAMCO Asset Management previously reported beneficial ownership of
3,762,381 common shares or 5.49% as of July 30, 2012.  A copy of
the amended filing is available for free at http://is.gd/RU0vOX

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at July 31, 2012, showed
$11.14 billion in total assets, $11.50 billion in total
liabilities, and a $363 million total stockholders' deficit.

                           *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

In the Sept. 19, 2012, edition of the TCR, Fitch Ratings has
downgraded the Issuer Default Ratings (IDR) for Navistar
International Corporation (NAV) and Navistar Financial
Corporation (NFC) to 'CCC' from 'B-'.  The rating Outlook is
Negative.  The rating downgrades and Negative Rating Outlook
reflect the company's heightened liquidity risk and negative
manufacturing free cash flow (FCF) which could continue into 2013.


NAVISTAR INTERNATIONAL: Amends Rights Pact with Computershare
-------------------------------------------------------------
Navistar International Corporation and Computershare Shareowner
Services LLC, as Rights Agent, under the Rights Agreement, dated
as of June 19, 2012, as amended from time to time, entered into
Amendment No. 3 to the Rights Agreement.

Amendment No. 3 amends the definition of "Acquiring Person" to
clarify that an "Exempt Person" remains an "Exempt Person" so long
as that person does not become the beneficial owner of a higher
percentage of shares of common stock then outstanding (other than
as result of a reduction of shares of common stock due to
repurchase or certain other actions by the Company) as compared to
the percentage of shares of common stock outstanding beneficially
owned by that Exempt Person as of the initial time of adoption of
the Rights Agreement.

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

                        http://is.gd/OdBIeT

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

The Company's balance sheet at July 31, 2012, showed
$11.14 billion in total assets, $11.50 billion in total
liabilities, and a $363 million total stockholders' deficit.

                           *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 13, 2012, Standard & Poor's Ratings
Services lowered its ratings on Navistar International Corp.,
including the corporate credit rating to 'B+', from 'BB-'.  "The
downgrade and CreditWatch placement reflect the company's
operational and financial setbacks in recent months," said
Standard & Poor's credit analyst Sol Samson.

In the Sept. 19, 2012, edition of the TCR, Fitch Ratings has
downgraded the Issuer Default Ratings (IDR) for Navistar
International Corporation (NAV) and Navistar Financial
Corporation (NFC) to 'CCC' from 'B-'.  The rating Outlook is
Negative.  The rating downgrades and Negative Rating Outlook
reflect the company's heightened liquidity risk and negative
manufacturing free cash flow (FCF) which could continue into 2013.


NEUSTAR INC: S&P Affirms 'BB' Corp Credit Rating; Outlook Revised
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Sterling, Va.-based Neustar Inc. and revised the
outlook to developing from stable.

"The outlook revision is based on our expectation that within the
next 12 months vendor selection for the number portability
administration center services [NPAC] contracts that Neustar
currently services will be determined, and the outcome could lead
to an upgrade or downgrade of our ratings on the company," said
Standard & Poor's credit analyst Allyn Arden. "If Neustar is
successful in renewing the contract under favorable terms, we
could raise the ratings. This would provide Neustar revenue
stability beyond 2015 for about half of its business. Conversely,
if the company is unable to renew the NPAC contracts or renews
with significant price concessions, we could lower the ratings,
since this could adversely affect revenue and EBITDA levels and
potentially result in higher leverage," S&P said.

"The ratings on Neustar reflect a business risk profile which
Standard & Poor's Ratings Services considers 'fair,' coupled with
an 'intermediate' financial risk profile. The company benefits
from a high degree of near-term predictability for nearly 50% of
its revenues, which derive from the NPAC contracts. These include
wireline and wireless number portability, managing the allocation
of pooled blocks of telephone numbers, and providing other network
management services in the U.S. under seven exclusive contracts
through June 2015 with an industry group representing all telecom
service providers in the U.S. These contracts include fixed fees,
as well as some annual escalators," S&P said.

"The outlook is developing. We expect that the company's NPAC
services will provide stability and predictability to its overall
base of business and associated cash flows over at least the next
year. However, we could raise the ratings if the company is able
to renew the NPAC contracts on favorable terms. This would provide
Neustar with  revenue stability beyond 2015 for about half of its
business. A ratings upgrade would also be predicated on the
company maintaining an 'intermediate' financial risk profile,
including leverage of around 2x," S&P said.

"Conversely, a downgrade could occur if Neustar is unable to renew
the NPAC contracts or if it renewed the contracts on significantly
less favorable terms than its prior contract, since this would
adversely affect revenue and EBITDA levels and could prompt us to
revise downward our business and financial risk assessment of the
company. We could also lower the ratings if Neustar were to
materially modify its financial policy, including substantially
increasing its stock repurchase plans or pursuing material debt-
financed acquisitions, such that leverage were to increase to the
mid-3x area or higher," S&P said.


OCEAN BREEZE: Nov. 1 Hearing on Continued Cash Collateral Use
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
continued until Nov. 1, 2012, at 1:30 p.m., the hearing to
consider Ocean Breeze Park Homeowners' Association, Inc.'s request
for continued cash collateral use.

As reported in the Troubled Company Reporter on Aug. 24, 2012,
Ocean Breeze, at the onset of its case, made an emergency request
seeking Court permission to use cash collateral of its lenders
Cathie Teal, Gary Hendry, and Marcia Hendry-Coker to continue its
business operations.  Without the use of the Cash Collateral, the
Debtor said it will be forced to discontinue its business
operations.

As of the bankruptcy filing date, the lenders allege that the
Debtor owed them $25,309,718, including $904,402 in accrued and
unpaid interest pursuant to two Promissory Notes and Security
Agreements dated Dec. 12, 2008.  The debt is secured by, among
other things, Purchase Money Mortgage and Security Agreements.

The allocation of the debt owed to the lenders is:

     Cathie Teal, 50% of the principal and interest;
     Gary Hendry, 25% of the principal and interest; and
     Marcia Hendry-Coker, 25% of the principal and interest.

The Debtor said it is willing to provide the lenders with adequate
protection of their secured interest in the cash collateral.  By
the terms of the loan documents, the Debtor already granted to the
lenders a security interest in the Debtor's assets including, but
not limited to, the land in which the Debtor holds a fee simple
interest, located in the Town of Ocean Breeze, Martin County,
Florida, together with all buildings and structures situated on
the Land as well as all rents and revenues associated with the
Land, accounts receivable and notes receivable belonging to the
Debtor.

         About Ocean Breeze Park Homeowners' Association

Jensen Beach, Florida-based Ocean Breeze Park Homeowners'
Association, Inc., filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 12-28820) in West Palm Beach on Aug. 3, 2012.
Bankruptcy Judge Erik P. Kimball presides over the case.

Ocean Breeze Park Homeowners' Association operates a residential
cooperative mobile home park located at 3000 N.E. Indian River
Drive, Jensen Beach.  The shareholders have equity ownership in
the Cooperative, allowing them to hold proprietary leases which
provide for 99-year leasehold agreements.  There are 549 mobile
home units, 39 cottages and 16 recreational vehicle units.  There
are 137 units subject to the proprietary leases.

Bankruptcy Judge Erik P. Kimball presides over the case.  Lawyers
at Furr and Cohen, P.A., serve as the Debtor's counsel.

In its schedules, the Debtor listed $13,472,535 in assets and
$24,870,355 in liabilities.  The petition was signed by Harry
Bartlett, president.


OLDE PRAIRIE: To Sell $195-Mil. Chicago Property
------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that Olde Prairie Block
Owner LLC will sell more than 3.6 acres of property in Chicago
near Lake Michigan for a total of $195 million to buyers including
a New York-based real estate investor and an Illinois-based
developer, as part of its reorganization plan filed Friday.

                   About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, filed a bare-bones Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-37599) in Chicago on Sept.
2012, disclosing assets of $97 million in assets and $80.6 million
in liabilities in its schedules.  The Debtor owns two properties:
(i) the Old Prairie Property, a 53,575 square foot parcel that has
a building and a gravel paved lot at E. Cermak Road in Chicago,
and (ii) the Lakeside Property, a 159,960 square-feet property
that contains buildings in Chicago.

The Debtor said CenterPoint Properties Trust has a disputed claim
of $70.8 million, of which $63.3 million is secured.  JMB Capital
Partners is owed $3.4 million on account of DIP financing in a
previous Chapter 11 case.

Olde Prairie Block first sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  Two years later, the
bankruptcy judge in Chicago dismissed the case and granted
Centerpoint's motion to lift automatic stay to permit its state-
court foreclosure action to proceed.

In the prior case, the Debtor was represented by John Ruskusky,
Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at
Ungaretti & Harris LLP, in Chicago.  Robert R. Benjamin, Esq., at
Golan & Christie, LLP, serves as counsel to the Debtor in the 2012
Chapter 11 case.

CenterPoint is represented in the 2012 case by David F. Heroy,
Esq., and Erin E. Broderick, Esq., at Baker & McKenzie LLP.

No creditor's committee has been appointed in the case.  No
trustee has been appointed.


OVERSEAS SHIPHOLDING: Evaluating Options, Including Ch. 11
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Overseas Shipholding Group Inc., one of the world's
largest publicly owned transporters of crude oil and petroleum
products, said Oct. 22 that it's evaluating "strategic options,"
including filing for Chapter 11 bankruptcy reorganization.

According to the report, Standard & Poor's said Oct. 22 the New
York-based company "is in a liquidity crisis and the risk of
default is imminent."  The probability of "near-term default" is
"very high," S&P said.  OSG reported Oct. 22 in a regulatory
filing that a review of tax issues led the company to conclude
that the last three years' financial statements should no longer
be relied upon.  While lowering the corporate rating another grade
to CCC-, S&P said that the company has potential liquidity because
there are no security interests in about 70% of the value of the
fleet.

The Bloomberg report discloses that OSG's liquidity constraints in
part are due to the $1.5 billion bank credit maturing in February
that will be replaced with a $900 million facility.  OSG reported
a $90.1 million net loss and a $41.5 million operating loss for
six months ended June 30 on revenue of $583.7 million.  For 2011,
revenue of $1.05 billion resulted in a $192.9 million net loss and
a $120.1 million operating loss.

The company, the report relates, operates 112 vessels, of which 67
are owned.  Two more will be delivered in 2013, S&P said.  OSC
lost 62% of its value in Oct. 22 trading, closing at an all-time
low of $1.23 on the New York Stock Exchange.  The three-year high
was $53.13 on May 3, 2010.  The $300 million in 8.125% senior
unsecured notes due 2018 last traded Oct. 22 for 35 cents on the
dollar, to yield 36.325%, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.

Overseas Shipholding Group, Inc., headquartered in New York City,
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: Block & Leviton Probes Securities Violations
------------------------------------------------------------------
Block & Leviton LLP, a Boston-based law firm representing
investors nationwide, is investigating possible securities law
violations involving Overseas Shipholding Group Inc.

The investigation is related to allegations that certain financial
results issued by the Company between May 6, 2009 and Oct. 22,
2012 were knowingly false and misleading when made.  On Monday,
Oct. 22, 2012, the Company announced that its "Audit Committee of
the Board of Directors ..., on the recommendation of management,
concluded that the Company's previously issued financial
statements for at least the three years ended Dec. 31, 2011 and
associated interim periods, and for the fiscal quarters ended
March 31 and June 30, 2012, should no longer be relied upon."

Similarly, OSG disclosed that "the Company is evaluating its
strategic options, including the potential voluntary filing of a
petition for relief to reorganize under Chapter 11 of the
Bankruptcy Code."  On this news, the Company's share price
collapsed from $3.25 per share on Oct. 19, 2012 to close at $1.23
per share on Oct. 22, 2012 - a decrease of 63% in a single day on
tremendously high volume.

Block & Leviton's investigation seeks to determine, among other
things, whether OSG or its officers and directors have violated
the Securities Exchange Act of 1934 or any other federal
securities laws.  If you have any information relevant to this
investigation, or if you purchased OSG shares between May 6, 2012
and October 22, 2012 and have questions about your legal rights,
please contact Steven P. Harte at 617-398-5600 or via email at
Steven@blockesq.com.

Block & Leviton is a Boston-based law firm representing investors
for violations of the securities laws.  The firm's attorneys have
collectively been prosecuting securities cases on behalf of
investors for over 50 years.


PATRIOT COAL: Court Extends Lease Decision Period Until Feb. 4
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the deadline within which Patriot Coal Corporation, et
al., may assume or reject unexpired leases of nonresidential
property by 90 days to Feb. 4, 2013, or such later date as may be
agreed in writing between the Debtors and the applicable lessors
without the need for further order of the Court.

As reported in the TCR on Oct. 12, 2012, the Debtors estimate
that, as of the Petition Date, they were party to more than a
thousand unexpired leases of nonresidential real property.  The
Debtors said they have not yet had an opportunity to identify or
make final determinations regarding the assumption or rejection of
many of the Leases.

                        About Patriot Coal

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

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

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

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

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


PEREGRINE PHARMACEUTICALS: Cohen Milstein Conducts Probe
--------------------------------------------------------
Cohen Milstein Sellers & Toll PLLC is conducting an investigation
to determine whether Peregrine Pharmaceuticals, Inc. and certain
of its officers and directors made false and misleading statements
and/or omissions in violation of Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934.

Several class action lawsuits were filed in the U.S. District
Court for the Central District of California by other law firms on
behalf of purchasers of the common stock of Peregrine
Pharmaceuticals, Inc. between July 16, 2012 and Sept. 26, 2012,
inclusive.

The complaints allege that Peregrine and certain of its officers
and directors ("Defendants") misrepresented and/or failed to
disclose that: (1) the clinical data from the Company's Phase II
trial of bavituximab, one of Peregrine's lead product candidates
being developed as a second-line treatment for lung cancer, was
unreliable because there were major discrepancies between some
patient sample test results and patient treatment code
assignments; (2) Peregrine lacked the proper internal controls
relating to the conduct of clinical trials; (3) Peregrine lacked
sufficient capital to fund its operations for the long term; and
(4) as result of the foregoing, Defendants' positive statements
about Peregrine's business, operations and prospects, lacked a
reasonable basis.

On Sept. 24, 2012, shares of Peregrine dropped from $5.39 to $1.16
after the Company informed investors they should no longer rely on
clinical data it had previously reported from the Phase II
bavituximab trial, because the Company had "discovered major
discrepancies between some patient sample test results and patient
treatment code assignments." On September 26, Peregrine reported
that it had received a written Notice of Default from lenders on
the remaining balance of a $30 million term loan indicating that
the Company's announcement of major discrepancies in the
bavituximab trial constituted a "material adverse change." The
price of Peregrine shares dropped further on September 27 to
$1.11.

Cohen Milstein encourages all investors who purchased Peregrine
common stock between July 16, 2012 and Sept. 26, 2012 or former
employees with information concerning this matter to contact the
firm.

If you are a Peregrine shareholder and would like to discuss your
right to recover for your economic loss, you may, without any cost
or obligation, call Cohen Milstein's Managing Partner, Steven J.
Toll at (888) 240-0775 or (202) 408-4600, or email him at
stoll@cohenmilstein.com. If you wish to serve as lead plaintiff,
you must move the Court no later than Nov. 27, 2012 to request
that the Court appoint you as lead plaintiff.  A lead plaintiff is
a representative party acting on behalf of other class members in
directing the litigation.  To be appointed lead plaintiff, the
Court must decide that your claim is typical of the claims of
other class members, and that you will adequately represent the
class.  Your share in any recovery will not be enhanced or
diminished by the decision whether or not to serve as a lead
plaintiff.  Any member of the proposed class may retain Cohen
Milstein Sellers & Toll PLLC or other attorneys to serve as your
counsel in this action, or you may do nothing and remain an absent
class member.

Cohen Milstein Sellers & Toll PLLC has significant experience in
prosecuting investor class actions and actions involving
securities fraud.  The firm has offices in Washington, D.C., New
York, Chicago, Philadelphia and West Palm Beach, and is active in
major litigation pending in federal and state courts throughout
the nation.

The firm's reputation for excellence has repeatedly been
recognized by courts which have appointed the firm to lead
positions in complex multi-district or consolidated litigation.

                     About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

At a quickly-convened hearing on July 13, the bankruptcy judge
authorized the Chapter 7 trustee to operate Peregrine's business
on a "limited basis" through Sept. 13.


PLAINS EXPLORATION: Moody's Rates $2.25-Bil. Senior Notes 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Plains
Exploration & Production Company's (PXP) $2.25 billion senior
unsecured notes due 2020 and 2023. This rating is also placed
under review for downgrade in conjunction with PXP's Ba3 Corporate
Family Rating (CFR) and its Ba1 senior secured term loan rating,
which remain under review for downgrade. The review was prompted
by PXP's September 10, 2012 announcement that it would acquire
certain deepwater Gulf of Mexico (GOM) infrastructure and
producing assets for $6.1 billion in an all-debt transaction.

"This notes offering represents a component of the overall
financing requirement for PXP's GOM acquisition," commented Andrew
Brooks, Moody's Vice President. "The magnitude of the transaction,
its all-debt financing and the transformational aspect this
acquisition will have on the operating profile of PXP has prompted
Moody's to review all existing ratings for downgrade, a review
which we expect to conclude by year-end."

Ratings Rationale

The review for downgrade will focus on the substantial leveraging
impact of this transaction and the subsequent prospects for
achieving meaningful debt reduction through asset sales and free
cash flow. To fund the acquisition PXP intends to raise up to $7.0
billion of debt financing, which will dramatically leverage its
balance sheet with as much as $9.7 billion total debt at year-end
2012. On a pro forma run rate basis, total debt on production will
exceed a very high $60,000 per average daily BOE at closing.

The previously assigned Ba1 rating to PXP's 7-year term loan and
the B2 rating assigned to the unsecured bridge facility, which
will be terminated upon the closing of this notes issue, reflects
Moody's current expectation that the final outcome of the ratings
review is likely to be a one notch downgrade of PXP's CFR to B1.
That expectation assumes the company will make rapid progress in
the sale of its non-core gas assets, whose proceeds will be
allocated to debt reduction, establishing a relationship among the
various classes, security interests and amounts of debt, including
existing outstanding senior unsecured notes, that will ultimately
result in a B1 CFR and a B2 rating for unsecured notes. However,
the CFR could be downgraded further than B1 upon completion of
Moody's ratings review and therefore the B1 unsecured notes rating
remains under review for downgrade consistent with the review of
all of PXP's ratings.

PXP has agreed to acquire interests in five deepwater GOM
oilfields from subsidiaries of BP p.l.c. (BP) together with Shell
Offshore Inc.'s (Shell) 50% interest in one of the five for an
aggregate $6.1 billion. Two of the properties remain subject to
preferential rights of the existing partners. The five fields are
producing 67,000 BOE per day (87% crude oil). With the
acquisition, PXP's liquids production will approach 90% of total
volumes produced in 2013.

With several of the acquired fields producing at low levels of
capacity, PXP will have to invest significant incremental
development capital into the fields and associated infrastructure
to achieve expected production gains. Moody's will assess the
operational and execution risk of achieving these production gains
in the context of the company integrating this very large
acquisition into its existing operations.

The transaction is effective October 1, 2012, with PXP expecting
to close the acquisition by year-end 2012. Strategically, the
acquisition is transformational for PXP, which has executed a
series of other large transactions, previously re-shaping the
company, including its 2010 exit from the shallow water GOM, and
acquisitions in the Haynesville (2008) and Eagle Ford (2010)
Shales. These transactions supplemented the company's existing
long-lived California assets and deepwater GOM Lucius and Phobos
developments.

The principal methodology used in rating Plains Exploration 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.


PLAINS EXPLORATION: S&P Rates $2.25-Bil. Unsecured Notes 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Plains Exploration & Production Co.'s (PXP) proposed
$2.25 billion senior unsecured notes offering. "We also assigned a
'6' recovery rating, reflecting our assessment of minimal (0%-10%)
recovery in the event of a default. The company intends to use
proceeds from the offering to fund part of the purchase price of
its pending acquisition of BP's and Shell's interests in certain
deepwater Gulf of Mexico properties," S&P said.

"The ratings on the notes reflect our assessment that we will
likely lower the corporate credit rating on PXP to 'BB-' following
the completion of the transaction," S&P said.

"Our ratings on Texas-based PXP reflect its participation in the
highly cyclical exploration and production (E&P) segment of the
oil and gas industry and its historically aggressive capital and
acquisition spending. The company's existing ratings remain on
CreditWatch with negative implications followed the company's
announcement that it intends to acquire BP's and Shell's interests
in certain deepwater Gulf of Mexico properties in a debt-financed
transaction for $6.1 billion. The acquisition will give PXP
interests in the Marlin, Dorado, King, Horn Mountain, Holstein,
Diana-Hoover, and Ram Powell fields in the deepwater Gulf of
Mexico. We will resolve the CreditWatch placement upon the closing
of the acquisitions. If the transaction is completed upon
substantially similar terms as those we currently expect, we
will lower the corporate credit rating to 'BB-' and assign a
negative outlook," S&P said.

Ratings List
Plains Exploration & Production Co.

Corporate credit rating                  BB/Watch Neg/--

New Rating
Plains Exploration & Production Co.
$2.25 billion senior unsecured notes    B
Recovery rating                         6


QUALTEQ INC: Ch. 11 Trustee Wants to Incur $5-Mil. DIP Financing
----------------------------------------------------------------
Fred C. Caruso, solely in his capacity as the Chapter 11 trustee
in the cases of Qualteq, Inc., et al., asks the U.S. Bankruptcy
Court for the Northern District of Illinois for authorization to:

   a) obtain $5,000,000 asset-based revolving credit facility
      secured postpetition financing on behalf of three of the
      Debtors, Fulfillment Xcellence, Inc., Global Card Services,
      Inc., and Versatile Card Technology, Inc., from The
      PrivateBank and Trust Company;

   b) cause Automated Presort Inc., Creative Automation Co.,
      Unique Data Services Inc., Unique Embossing Services, Inc.,
      Unique Mailing Services, Inc., and Vmark, Inc. (the
      guarantors), and the borrowers to grant (i) superpriority
      administrative claims for the obligations arising under the
      postpetition facility, (ii) second priority liens on
      encumbered assets, and (iii) first priority liens on
      unencumbered assets, each to secure the postpetition
      facility and to guaranty the postpetition facility; and

   c) repay the outstanding obligations under that certain
      promissory note dated July 26, 2010, and entered into by GCS
      with Burr Ridge Bank & Trust.

The trustee relates that the Financing Term Sheet sets out the
proposed facility's material terms, including these provisions:

   1. PrivateBank will receive a superpriority claim against each
      of the borrowers and guarantors.

   2. PrivateBank will receive a first lien on all unencumbered
      assets of the borrowers.  Importantly, a portion of the
      funds will be used to repay the Burr Ridge Note.  By
      repaying the Burr Ridge Note, the receivables available at
      GCS will increase overall availability under the Facility.

   3. PrivateBank will receive a guaranty and grant of security
      interest from all of the guarantors, including a first
      priority lien on the guarantors' unencumbered assets.  The
      guaranty was necessary to induce PrivateBank to enter into
      the financing term sheet and the definitive credit
      agreement.

   4. PrivateBank will receive a junior lien on all encumbered
      assets at the borrowers and the guarantors.  Significantly,
      PrivateBank's agreement to take junior liens at all entities
      means that the relief requested herein will not require this
      Court to prime any existing liens, either consensually or
      non-consensually.

   5. PrivateBank will not receive any liens or a guaranty from
      Qualteq or the non-operating Debtors, or any of the
      borrowers' or guarantors' causes of action under Chapter 5
      of the Bankruptcy Code.

Other terms of the facility include:

Borrowers:                  Fulfillment Xcellence, Inc., Global
                            Card Services, Inc., and Versatile
                            Card Technology, Inc. Lenders  The
                            PrivateBank and Trust Company.

Use of Proceeds:            To (i) provide working capital during
                            the Borrowers' and Guarantors'
                            bankruptcy cases, (ii) fund
                            professional fees and expenses
                            incurred yet unpaid that arose both
                            before and after May 10, 2012, to the
                            extent the fees and expenses are
                            allowed by the Bankruptcy Court, (iii)
                            repay the outstanding obligations
                            arising under that Secured Loan
                            Agreement by and between Global Card
                            Services, Inc. and Burr Ridge Bank &
                            Trust, dated as of July 26, 2010, (as
                            amended from time to time), and (iv)
                            fund certain fees and expenses in
                            connection with the closing of the
                            Facility Revolving Facility.  The
                            Facility will be a secured revolving
                            credit facility with a maximum
                            facility amount equal to $5,000,000.

Availability:               Availability for advances will be
                            limited to the lesser of: (x) 80% of
                            the borrowers' eligible accounts
                            receivable as determined in accordance
                            with the terms of the Postpetition
                            Credit Agreement less $500,000, minus
                            the lesser of (i) 50% of A/R
                            Availability, and (ii) lesser dollar
                            amount as advised by trustee to lender
                            in writing, but in no event less than
                            $1,000,000, minus other reserves
                            as lender may determine in its
                            Permitted Discretion with at least one
                            business day prior written notice; and
                            (y) the facility amount. For the
                            avoidance of doubt, the lender will
                            not take a reserve on account of the
                            carve-out in addition to the carve-out
                            reserve.

Maturity Date:              The facility will be repaid in full at
                            the earliest of: (i) stated maturity,
                            which will be 6 months from the
                            closing date; (ii) the lender having
                            elected to accelerate the Facility and
                            exercise remedies after prior notice
                            to borrowers and the Committee of the
                            occurrence and continuance of an Event
                            of Default; (iii) the date of
                            substantial consummation of the
                            borrowers' plan of reorganization;
                            (iv) the last termination date set
                            forth in a final order of the
                            Bankruptcy Court approving the
                            Facility, if in effect prior to the
                            date; and (v) the closing of a sale
                            for all or substantially all of the
                            borrowers' assets.

Closing/Arrangement Fees:   2% of the facility amount, earned,
                            due, and payable at closing.

Collateral Monitoring Fee:  $5,000 per month payable to the lender
                            monthly, in arrears, for costs
                            associated with monitoring and
                            evaluation of the collateral and the
                            business.

Interest Rate:              The facility will bear interest,
                            payable monthly in arrears, at the
                            prime rate plus 300 basis points.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  Avadamma LLC disclosed
$38,491,767 in assets and $36,190,943 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.  Lowenstein Sandler PC represents the
Committee.  Eisneramper LLP serves as its accountants and
financial advisors.

As reported in the Troubled Company Reporter on Feb. 23, 2012,
Delaware Bankruptcy Judge Kevin J. Carey granted the request of
Bank of America, N.A., to transfer the venue of the Chapter 11
cases to the U.S. Bankruptcy Court for the Northern District of
Illinois.

Fred C. Caruso, the Chapter 11 Trustee, tapped Hilco Real Estate,
LLC, as real estate advisors.

The Debtors' Third Amended Joint Plan of Reorganization provides
that on or after the Confirmation Date, the applicable Debtors or
Reorganized Debtors may enter into Restructuring Transactions and
may take actions as the Debtors or the Reorganized Debtors
determine to be necessary or appropriate to (i) effect a corporate
restructuring of their respective businesses; (ii) to simplify the
overall corporate structure of the Reorganized Debtors; or (iii)
to preserve the value of any available net operating losses and
other favorable tax attributes; or (iv) to maximize the value of
the Reorganized Debtors, all to the extent not inconsistent with
any other terms of the Plan or existing law.


RAIN CII: Moody's Reviews 'B1' CFR/PDR for Downgrade
----------------------------------------------------
Moody's Investors Service placed the B1 corporate family and
probability of default ratings of Rain CII Carbon LLC (RCC) on
review for downgrade. The $400 million B1 rated senior secured
notes were also placed on review for downgrade.

On Review for Possible Downgrade:

  Issuer: Rain CII Carbon LLC

     Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B1

     Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B1

     Senior Secured Regular Bond/Debenture, Placed on Review for
     Possible Downgrade, currently B1

Outlook Actions:

  Issuer: Rain CII Carbon LLC

     Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

The review for downgrade results from the announcement that RCC
will acquire Rutgers NV for Euor 702 or approximately $915
million. Rutgers NV is owned by Triton Partners and produces coal
tar pitch products for use in the aluminum and steel industries,
among others.

The acquisition will be largely debt financed and is considered
transformational given the increase in debt levels to be incurred,
the nature of the business being acquired and the larger size of
Rutgers NV. The review will focus on the business being acquired,
its customer base and its product pricing and product cost
position. The review will also evaluate the earnings and cash flow
contribution that will be derived from Rutgers NV, the level of
debt with respect to earnings and cash flow generation and the
adequacy of debt protection metrics. The liquidity position will
also be a focus of the review.

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

Headquartered in Kingwood, Texas, RCC, a private company, is a
wholly owned subsidiary of Rain Commodities Limited (RCCOL), an
Indian domiciled calcining company. RCC manufactures and sells
calcined petroleum coke for two principal end uses: the production
of aluminum and the production of titanium dioxide although the
majority of sales are to the aluminum industry. For the twelve
months ended June 30, 2012 RCC generated approximately $682
million of revenues.


RESIDENTIAL CAPITAL: Ocwen, Walter Win Auction for Servicing Biz
----------------------------------------------------------------
Andrew R. Johnson, writing for Dow Jones Newswires, reports that
the partnership of Ocwen Financial Corp. and Walter Investment
Management Corp. was named winner Wednesday in an auction for the
mortgage-servicing and origination assets of Residential Capital,
LLC.

Ocwen-Walter tandem's$3 billion bid defeated Nationstar Mortgage
Holdings Inc.'s.

Dow Jones relates ResCap spokeswoman Susan Fitzpatrick said in an
e-mail that ResCap's board has given preliminary approval to the
bid.

Dow Jones relates that, according to a person familiar with the
matter, Nationstar's last bid was about $2.91 billion.

In a press statement on Oct. 24, Nationstar said it has decided
not to further increase its bid.

Nationstar CEO Jay Bray said, "Price matters. Obviously we are
disappointed in the outcome of the auction, but in the end our
judgment was that the price of the assets would not represent a
compelling investment opportunity for us."

"Currently, there are many sizeable opportunities in this sector
and we are intensely focused on capitalizing on transactions that
both grow our franchise and deliver attractive returns to our
shareholders."

Nationstar's stalking horse designation entitles the company to a
break-up fee.

The Dow Jones report notes Ocwen's bids had included a $24 million
break-up fee it must pay Nationstar as the stalking horse bidder.

The Court is slated to hold a hearing Nov. 19 to consider the sale
to Ocwen.

Dow Jones relates that under Ocwen's joint bidding arrangement,
Walter will acquire rights to service the Fannie Mae loans, which
accounts for about $50.4 billion in outstanding balances, Ocwen
said. The investment firm will also acquire the origination and
capital markets platform of ResCap.  About 68% of the loans are
owned, insured or guaranteed by Freddie Mac, Fannie Mae or Ginnie
Mae, according to Ocwen.

Dow Jones notes Nationstar and Ocwen were the only two bidders for
ResCap's mortgage-servicing and origination platform, which
includes the rights to service 2.4 million mortgages that account
for $374 billion in unpaid balances.  In recent months, the
companies have been scooping up mortgage-servicing assets of large
banks exiting the business because of new regulations and capital
requirements.

Dow Jones notes objections to the deal by creditors are possible,
which is common in bankruptcy proceedings as stakeholders will
want to ensure Ocwen takes on liabilities of ResCap as part of the
sale.

A second auction for a portfolio of ResCap loans is scheduled to
start Thursday at 10 a.m. at the same location. Warren Buffett's
Berkshire Hathaway Inc. is the stalking horse bidder in that
auction.  Dow Jones says Ms. Fitzpatrick declined to say whether
other potential buyers are expected to bid.

Earlier in ResCap's bankruptcy, Berkshire Hathaway had tried to
unseat Nationstar as the stalking horse for the servicing and
origination assets but lost in that effort.

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's Nationstar was to
make the first bid for the mortgage-servicing business, while
Berkshire Hathaway Inc. would serve as stalking-horse bidder for
the remaining portfolio of mortgages.

Based in Lewisville, Texas, Nationstar (NYSE:NSM) services over
one million residential mortgages totaling $193 billion in unpaid
principal balance.  In addition, Nationstar operates an integrated
loan origination platform, enabling Nationstar to mitigate
servicing portfolio run-off and improve credit performance for
loan investors.  Nationstar currently employs roughly 4,000
people, entirely based in the United States.

                     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.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Won't Have Borrower-Homeowner Committee
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that whether Residential Capital LLC should have an
official committee representing homeowners was a "very close
question," U.S. Bankruptcy Judge Martin Glenn said.  He
nonetheless concluded in his 16-page opinion Oct. 23 that
borrowers hadn't shown another committee is required.

According to the report, a lawyer representing 30 homeowners filed
papers in late August seeking appointment of an official committee
to represent borrowers.

Aside from the one homeowner on the creditors' committee, the
borrowers contended that everyone else on the panel has interests
adverse to homeowners.  Rather than the expense attendant to
having another official committee where ResCap would pay
professional fees, Judge Glenn said he favored an initiative by
the creditors' committee to hire special counsel "with expertise
in homeowners' foreclosure issues."

The report relates that Judge Glenn said the creditors' panel will
notify homeowners and borrowers about the availability of the
special counsel.  Even if there was an official borrower's
committee, Glenn said it would be ethically improper for an
official group to represent the interests of individual homeowners
in disputes with ResCap.  The homeowners contend they have claims
against ResCap for fraud, violation of state and federal consumer
protection laws, civil claims for violation of the Racketeer
Influenced and Corrupt Organizations Act, fraudulent foreclosure
and servicing misconduct.

The Bloomberg report discloses that auctions began Oct. 23, with
Fortress Investment Group LLC making 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 $2.1 billion
in third-lien 9.625% secured notes due 2015 traded Oct. 23 for
102.75 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 on Oct. 22 for 27.063 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).


RESIDENTIAL CAPITAL: GMAC to Pay PwC, Pepper Hamilton and Hudson
----------------------------------------------------------------
Residential Capital LLC and its affiliates notified the Court that
the Official Committee of Unsecured Creditors has agreed for GMAC
Mortgage LLC to pay PricewaterhouseCoopers, LLP, Pepper Hamilton
LLP, and Hudson Cook LLP, during the 90 days following entry of
interim orders.

The Debtors added that the Federal Reserve Bank approved an
engagement letter among Residential Capital LLC, GMAC Mortgage,
and Grant Thornton, LLP, pursuant to which Grant Thornton will
act as the independent validation agent under paragraph 22 of the
FRB Consent Order.  The Debtors have asked that the Creditors'
Committee consent to the Debtors' payment of Grant Thornton --
currently expected to total approximately $4 million -- without
the delay and expense of filing an additional motion.

The Engagement Letter sets forth the terms of Grant Thornton's
engagement, including the requirement for a $1 million retainer,
to be paid prior to October 31, 2012.  Grant Thornton has agreed
to submit monthly fee statements as though it was retained
pursuant to Section 327 of the Bankruptcy Code.  Likewise, Grant
Thornton has agreed that during the pendency of the Debtors'
chapter 11 cases, any request for indemnification under the
Engagement Letter will be made by application to the Court.

                     About Residential Capital

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

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

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

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

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

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

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

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Wins Interim OK to Hire Hudson Cook
--------------------------------------------------------
The Bankruptcy Court issued an interim order authorizing
Residential Capital LLC to employ Hudson Cook, LLP, as special
counsel.  The final hearing to consider approval of the
application is scheduled for Jan. 14, 2013.

Hudson Cook began representing Debtor GMAC Mortgage, LLC, and Ally
Financial Inc. in connection with a review of foreclosure and loan
files in June 2011, focusing on four operational Foreclosure
Review "workstreams."  Since that time, Hudson Cook has been
instrumental in providing legal advice and assistance to
PricewaterhouseCoopers LLP with respect to the Foreclosure Review,
the Debtors tell the Court.  In the course of that work, the
Debtors note, Hudson Cook has developed significant familiarity
with the issues specific to the Foreclosure Review.

The Debtors seek the Court's authority to employ Hudson Cook, nunc
pro tunc to May 14, 2012, for the firm to continue its Foreclosure
Review services.  Hudson Cook is providing legal assistance in
connection with PwC's review of loan files.

Hudson Cook will be paid a monthly pay of the greater of $50,000
and the dollar value of the time billed at the firm's rates.

The firm's hourly rates range from $400 to $665 for partners; $240
to $375 for associates; and $185 to $230 for legal assistants.
The firm will also be reimbursed for any out-of-pocket expenses it
incurs.

Dana Frederick Clarke, a partner at Hudson Cook, LLP, assures the
Court that her firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Ms. Clarke discloses that as of the Petition Date, Hudson Cook
holds a prepetition claim for approximately $131,454 for services
rendered on behalf of GMAC Mortgage and AFI.

                     About Residential Capital

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

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

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

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

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

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

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

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Pepper Hamilton Hiring Has Interim Approval
----------------------------------------------------------------
The Bankruptcy Court issued an interim order authorizing
Residential Capital to employ Pepper Hamilton LLP as special
foreclosure review counsel for bankruptcy issues.  The final
hearing to consider approval of the application is set for
Jan. 14, 2013.

Pepper Hamilton partner Gary Apfel, Esq., began representing
Debtor GMAC Mortgage, LLC, and Ally Financial Inc. in connection
with the Foreclosure Review in October 2011.  Since that time,
Mr. Apfel has been instrumental in providing legal advice and
assistance to the independent consultant with respect to the
bankruptcy workstream, the Debtors tell the Court.

Pepper Hamilton will work with PricewaterhouseCoopers LLP to
continue developing and refining the processes for the
Foreclosure Review, and provide legal advice and assistance to PwC
in connection with bankruptcy issues related to the Foreclosure
Review.

Pepper Hamilton will be paid according to its hourly rates of
$675 to $850 for partners, $235 to $500 for associates, and $210
to $220 for paraprofessionals.  Pepper Hamilton will also be
reimbursed for any out-of-pocket expenses it incurs.

Robert S. Hertzberg, Esq., a partner at Pepper Hamilton LLP,
assures the Court that his firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors or their
estates.  Mr. Hertzberg discloses that as of the Petition Date,
Pepper Hamilton holds a prepetition claim for approximately
$23,524 for services rendered on behalf of GMAC Mortgage and AFI.

                     About Residential Capital

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

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

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

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

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

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

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

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Fights Chapter 7 Liquidation Bid
-----------------------------------------------------
Residential Capital LLC, GMAC Mortgage LLC, and the official
committee of unsecured creditors appointed in their Chapter 11
cases are asking the Bankruptcy Court to toss out the request of
Paul N. Papas II for conversion of the two Debtors' Chapter 11
cases to a liquidation under Chapter 7 of the Bankruptcy Code.

Mr. Papas accuses the Debtors of bad faith and misconduct.
Converting the cases to Chapter 7 would allow the Court to have
more control over the Debtors so that it could better determine
whether the Debtors have assets and liabilities, Mr. Papas
asserts.  He adds that there are several issues of fraud committed
by the Debtors.

The Debtors and the Committee contend Mr. Papas has not provided
any legal or factual support for his request.  The Committee
asserts that Mr. Papas has not sustained his burden to show
"cause" exists to convert these cases to Chapter 7.  At this time,
conversion to Chapter 7 is not in the best interest of the
Debtors' estates, the Committee argues.

                     About Residential Capital

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

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

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

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

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

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

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

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RFSC INTERNATIONAL: In Voluntary Liquidation Proceedings in the UK
------------------------------------------------------------------
In Residential Capital LLC's Chapter 11 case, KPMG LLP filed with
the U.S. Bankruptcy Court a supplemental declaration disclosing
that the United Kingdom member firm of KPMG International, which
is also named KPMG LLP, has been engaged to assist the directors
of On:Line Finance Ltd., RFSC International Ltd., RFC Investments
Ltd., Guardian Auto Receivables Depository Limited and GMAC
Leasing (U.K.) Limited -- the "UK Non-Debtor Entities" -- to place
those companies into members' voluntary liquidation and for named
partners of KPMG UK to act as the liquidators of the UK Non-Debtor
Entities.

KPMG LLP provides U.S. Bankruptcy Court-sanctioned tax compliance
and information technology advisory services to ResCap.

James W. McAveeney, a principal at KPMG LLP, relates that each of
the UK Non-Debtor Entities is a non-Debtor indirect subsidiary of
the Debtors' parent, Ally Financial Inc.  He assures the Court
that the UK Liquidation Proceedings are wholly unrelated to the
Debtors' Chapter 11 cases, and there are no outstanding
intercompany claims between any of the UK Non-Debtor Entities and
any of the Debtors that could result in one or more of the UK Non-
Debtor Entities being adverse to one or more of the Debtors.

                     About Residential Capital

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

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

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

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

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

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

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

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23.  A hearing to approve the sales was set for
Nov. 5.  Fortress Investment Group LLC will make the first bid for
the mortgage-servicing business, while Berkshire Hathaway Inc.
will serve as stalking-horse bidder for the remaining portfolio of
mortgages.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RG STEEL: Inks Stipulation Granting AFCO Credit Relief From Stay
----------------------------------------------------------------
WP Steel Venture LLC, et al., and AFCO Credit Corporation ask the
U.S. Bankruptcy Court for the District of Delaware to approve the
stipulation by and between AFCO and the Debtors granting AFCO
relief from the automatic stay to permit AFCO to immediately
exercise its rights, consistent with the stipulation, under that
certain Commercial Premium Finance Agreement (the "PFA") and
applicable state law, including without limitation,
cancelling (to the extent that cancellation of the Policies has
not yet occurred) the Policies other than the Retained Policies,
collecting the Collateral and applying it to the Remaining AFCO
Amount.

AFCO is an insurance premium finance company and acts as a lending
institution, financing insurance premiums for insureds.  AFCO and
RG Steel, LLC, one of the Debtors, are parties to the PFA, whereby
AFCO financed the insurance policies identified on the PFA (the
"Policies").  The amount financed under the PFA was
$10,995,031.37.

According to papers filed with the Court, due to the sale of the
majority of the Debtors' assets over the past several months and
the Debtors' significantly reduced workforce and operations, the
Debtors have determined that they no longer need to maintain any
of the Policies other than these policies: (i) Policy No.
G25039300 002 (Westchester Fire Ins. Co. Inc.)(D&O), (ii) Policy
No. MNN759549/01/2012 (Axis Insurance Company) (EPL), and (iii)
Policy No. G25039300 002 (Westchester Fire Ins. Co. Inc.)
(Fiduciary).

The Debtors, with the assistance of their insurance brokers, have
canceled or are in the process of canceling all of the Policies
other than the Retained Policies, effective as of early
October 2012.  As a result of such cancellations, the Debtors have
determined not to make any further monthly payments under the PFA.
In sum, the Debtors desire to cease making monthly payments under
the PFA, cancel all of the Policies other than the Retained
Policies, and permit AFCO to exercise its rights with respect to
the Collateral.  To that end, the Debtors and AFCO have negotiated
the Stipulation, that generally provides:

   1. The parties agree that the outstanding balance owed by the
      Debtors to AFCO under the PFA is $4,943,110; provided,
      however that AFCO will apply the Retained Policies Amount to
      the Remaining AFCO Amount and AFCO will pay the Debtors for
      any Surplus as set forth in the Stipulation.

   2. Any money AFCO receives with respect to the Collateral will
      be credited to the Remaining AFCO Amount with any surplus
      paid over to the Debtors within 10 business days after the
      receipt of such money.  All parties' rights, claims and
      objections with respect to the Surplus received by the
      Debtors are preserved.

   3. Within two business days after the entry of the order
      approving the Stipulation, the Debtors will pay to AFCO in
      immediately available funds the amount of $79,530.  AFCO
      will apply the Retained Policies Amount to the Remaining
      AFCO Amount.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.


RG STEEL: Asks Court's OK to Sell 100,000 Net Tons of Iron Pellets
------------------------------------------------------------------
WP Steel Venture LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to sell approximately 100,000 net tons of
acid iron pellets owned by Debtor RG Steel Warren, LLC, to
ArcelorMittal Burns Harbor LLC for a purchase price of $5,590,000
(subject to adjustment based on final net tonnage of Iron Pellets
delivered).

The Debtors have sold substantially all of the assets that were
used in connection with their former operations in Warren, Ohio,
except for inventory and certain other excluded assets, to CJ
Betters Enterprises, Inc.  Among the assets excluded from such
sale were the Iron Pellets.  According to papers filed with the
Court, as the Debtors have wound down their operations and have
discontinued steelmaking operations, they have no further use for
the Iron Pellets.

The Debtors believe the proposed sale of the Iron Pellets
constitutes a sale of estate property in the ordinary course of
business, such that the Debtors are authorized to consummate such
sale without further order of this Court.  "Nevertheless, out of
an abundance of caution, and at the request of AM, the Debtors
seek confirmation of their authority to consummate the sale of the
Iron Pellets to AM.  Further, AM has insisted, and the Debtors
hereby request that the sale of the Iron Pellets be, free and
clear of all liens, claims, interests and encumbrances.

The agent for the Debtors' prepetition first lien and second lien
secured lenders, Renco, and Pinney Dock and Transport LLC, the
only known holders of liens or security interests in the Iron
Pellets, have been notified of the Debtors' intent to sell the
Iron Pellets and have not raised any objection thereto as of the
filing of this Motion.  In addition, to the extent that any party
with a lien, claim, or interest in, or encumbrance on, the Iron
Pellets has not consented to the proposed sale of such pellets,
the Debtors assert that such party could be compelled, in a
legal or equitable proceeding, to accept a money satisfaction of
its interests, if any, in the Iron Pellets.

The Debtors have also sought the entry of an order (i) shortening
notice of the hearing on the Sale Motion so that the foregoing
Sale Motion can be heard at the hearing scheduled for Oct. 29,
2012, at 3:00 p.m., and (ii) setting a deadline of Oct. 26, 2012.
at 4:00 p.m. for the filing and service of responses or objections
to the Sale Motion.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.




RG STEEL: Deals Resolving Bids to Vacate Sale Order Resolved
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order entered resolving motions to modify, vacate, and for relief
from certain order authorizing and approving WP Steel Venture LLC,
at al.'s sale of Sparrows Point Assets.

On Aug. 7, 2012, Oxbow Carbon & Mineral LLC, et al., objected to
the Debtor's sale of Sparrows Point' assets to Environmental
Liability Transfer, Inc., Commercial Development Company, Inc.,
Sparrows Point L.L.C., HRE Sparrows Point, LLC, pursuant to the
asset purchase agreement dated Aug. 7, 2012.

The movants raised concerns over time allotted for the removal of
their respective property from the owned real property and
determination of property rights in the event each of the property
is not timely removed.

The Court ordered that, among other things:

   1. The movants' access to the owned real property and the time
      periods upon which their respective property may remain at
      the owned real property will be governed by the respective
      temporary access agreements and the temporary access
      agreements will supersede any such deadlines set forth in
      the sale order; and

   2. Notwithstanding anything on the contrary, upon the execution
      of their respective temporary access agreements, the movants
      will not be deemed to abandon or surrender their respective
      property as a result of the property remaining at the owned
      real property absent further order of the Court.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owns Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012, to pursue a sale of the business.  The
bankruptcy was precipitated by liquidity shortfall and a dispute
with Mountain State Carbon, LLC, and a Severstal affiliate, that
restricted the shipment of coke used in the steel production
process.

The Debtors estimated assets and debts in excess of $1 billion as
of the Chapter 11 filing.  The Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.

Conway MacKenzie, Inc., serves as the Debtors' financial advisor
and The Seaport Group serves as lead investment banker.  Donald
MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

An official committee of unsecured creditors has been appointed in
the case.  Kramer Levin Naftalis & Frankel LLP represents the
Committee.  Huron Consulting Services LLC serves as its financial
advisor.


RIVER CANYON: National Valuation Approved as Appraiser
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
River Canyon Real Estate Investments, LLC, to employ National
Valuation Consultants, Inc., as appraiser.

NVC is expected to provide an opinion of the "as is" market value
of the Golf Club and the 166 lots at Ravenna that are owned by the
Debtor, utilizing accepted appraisal techniques and methodology in
conformance with the Standards and Code of Professional Ethics of
the Appraisal Institute and the requirements and guidelines of the
Uniform Standards of Professional Appraisal Practice.

According to the Debtor, a current appraisal of the Golf Club and
lots at Ravenna will allow the Debtor to address the issues of
valuation of the property, any replacement liens on such property,
and the Debtor's reorganization efforts herein.

The Debtor proposes to pay NVC a flat fee of $17,000.  The Debtor
believes the fee is reasonable in light of the scope of services
to be provided and is consistent with the fees charged by other
appraisers for similar services.  In the event that Mr. Morrison
is called as an expert witness in the case, he will bill at an
hourly rate of $350.

To the best of the Debtor's knowledge, NVC has no interest
materially adverse to any creditor of the Debtor, nor to any other
party-in-interest

                        About River Canyon

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.

River Canyon filed a Chapter 11 petition (Bankr. D. Colo. Case No.
12-20763) on May 23, 2012, in Denver as part of its settlement
negotiations with lender Beal Bank Nevada, and to preserve the
value of its assets.

At Beal Bank's behest, Cordes & Company was named, effective
Oct. 15, 2010, as receiver for the 643-acre real estate
development with golf course in Douglas County, Colorado.

The Debtor disclosed assets of $19.7 million and liabilities of
$45.3 million in its schedules.  The property and golf course are
estimated to be worth $11 million, and secures a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  The Debtor is
represented by Sender & Wasserman, P.C., as its Chapter 11
counsel.

Alan Klein, Glenn Jacks, Dan Hudick, and Bill Hudick own most of
the Debtor.  Mr. Jacks, which has a 12.8% membership interest,
signed the Chapter 11 petition.

Richard A. Wieland, the U.S. Trustee for Region 19, was unable to
form an official committee of unsecured creditors because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest develop among the creditors.


ROYAL BANK: Fitch Views Sale Deal as Neutral to Ratings
-------------------------------------------------------
Fitch Ratings views Royal Bank of Canada's (RBC; 'AA/F1+')
announced agreement to buy the auto finance and deposit business
of Ally Credit Canada Ltd. (Ally Canada) and ResMor Trust Company,
the Canadian auto finance business of Ally Financial, Inc. ('BB-
/B') as neutral to RBC's ratings.  In Fitch's opinion, the
acquisition fits with RBC's Canadian consumer banking strategy and
is manageable in size, relative to RBC's overall capital base and
Canadian franchise.

RBC has agreed to pay $3.1 billion to $3.8 billion in cash for
Ally Canada's auto finance origination platform and sales force,
and Canadian auto finance receivables of approximately $9 billion
in the first 12 months following closing in the first quarter 2013
(1Q'13).  RBC is not acquiring leases, nor is it acquiring any
insurance assets as part of this transaction.  The actual purchase
price will depend on the dividend taken by Ally Canada prior to
closing and will include $600 million of goodwill and intangibles.
Excess capital at Ally Canada decreases RBC's net investment to
approximately $1.4 billion.  The transaction is expected to reduce
Tier 1 capital ratio (Basel II) by approximately 60 basis points
(bps) and Basel III Common Equity Tier 1 ratio by approximately 40
bps at closing, on a pro forma basis as of 3Q'12.  The transaction
is expected to be accretive to earnings with expected profits of
$120 million in the first 12 months after closing and before
transaction-related costs of approximately $50 million.

This acquisition will raise RBC's Canadian auto finance
receivables to approximately $24 billion, thereby strengthening
RBC's market position in line with its leading consumer banking
strategy in Canada.  RBC will integrate Ally Canada's auto finance
operations into its existing Canadian banking segment to generate
operating efficiencies and cross-sell opportunities to provide
full banking services to customers and auto dealerships.  Earnings
could also benefit from a shift to support future originations
with RBC's comparatively lower funding base, including its stable
and cost-effective core deposits.

Overall, Canadian auto loans have performed well as an asset class
through the cycle.  However, future performance warrants close
monitoring considering record levels of household debt in Canada.
Furthermore, auto financing is a competitive business as it is an
attractive market for a number of lenders.  Although RBC has
entered a subvention agreement with GM Canada, GM itself could
also look to increase its share of the Canadian auto financing
market.


SAAB CARS: Has November Plan Disclosure Hearing
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Saab Cars North America Inc., the U.S. unit of
bankrupt Swedish automaker Saab Automobile AB, filed a disclosure
statement telling unsecured creditors with $77 million in claims
why they might receive from 7% to 58.5% from the bankruptcy begun
in January.

According to the report, the disclosure statement explains the
liquidating Chapter 11 plan filed last week.  A Nov. 16 hearing is
scheduled for approval of disclosure materials.  Creditors are
told their eventual recovery depends on success in either knocking
out, reducing or subordinating the parent's claims, which total
about $50 million.

The report notes that a Sept. 30 balance sheet among the
disclosure material shows the U.S. company as having $26.5 million
cash.  The Swedish parent set up a new subsidiary to take over the
distribution of parts in the U.S.  The parent filed for bankruptcy
in Sweden in December after running out of cash.

                       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.


SATCON TECHNOLOGY: Can Employ Epiq as Claims and Noticing Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Satcon Technology Corporation, et al., to employ Epiq Bankruptcy
Solutions, LLC, as claims and noticing agent in the Debtors'
bankruptcy cases, nunc pro tunc to the Petition Date.

Epiq will assume full responsibility for the distribution of
notices and the maintenance, processing and docketing of proofs of
claim filed in the Debtors' cases.

Prior to the Petition Date, the Debtors provided Epiq a retainer
in the amount of $15,000.  Epiq will hold the retainer under the
Retention Agreement as security for the payment of fees and
expenses incurred under the Retention Agreement.

Epiq represents, among other things, that it is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code with respect to the matters upon which it is to be
engaged.

As compensation for its services, Epiq will charge the Debtors the
rates set forth in the Retention Agreement, a copy of which is
available at http://bankrupt.com/misc/satcon.doc9exhibitb.pdf

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.


SATCON TECHNOLOGY: Meeting to Form Creditors' Panel on Oct. 30
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Oct. 30, 2012, at 10:30 am in
the bankruptcy case of Satcon Technology Corporation, et al.  The
meeting will be held at:

         DoubleTree Hotel Wilmington
         700 North King Street, Salon D
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- is a developer and manufacturer of
electronics and motors for the Alternative Energy, Hybrid-Electric
Vehicle, Grid Support, High Reliability Electronics and Advanced
Power Technology markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.


SATCON TECHNOLOGY: Procedures for Trading in Common Stock OK'd
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved, on an interim basis, the motion of Satcon Technology
Corporation, et al., for the entry of an order establishing
notification and hearing procedures that must be satisfied before
certain transfers of common stock in Satcon Technology
Corporation, or of any beneficial interest therein, including
options and warrants to acquire such stock, are deemed effective.

Any purchase, sale, or other transfer of the Common Stock in
violation of the procedures will be null and void ab initio.

The Debtors in their motion said the procedures for trading in
common stock are necessary to protect and preserve the Debtors'
valuable Tax Attributes, including net operating loss
carryforwards and certain other tax and business creditors.

STC's common stock is publicly traded on The NASDAQ Capital Market
with 18,043,572 shares issued and outstanding as of Oct. 12, 2012.

The NOLs are valuable because they may be used to offset other
taxable income, while the Tax Credits may be used as a dollar-for-
dollar offset against taxes owed.  The Debtors stated: "While the
value of these tax attributes is contingent upon whether the
Debtors will have sufficient taxable income to use the Tax
Attributes before they expire, they could translate into potential
future tax savings for the Debtors.  Thus, the Debtors' Tax
Attributes are an extremely valuable asset of their estates, whose
availability will potentially facilitate the Debtors' successful
reorganization and serve to improve creditor recoveries."

These procedures for trading in common stock are approved:

   1. Any entity or person that currently is or becomes a
      Substantial Shareholder must file with the Court, and serve
      upon counsel to the Debtors, a declaration of such status or
      before the later of (i) 40 days after the date of the Notice
      of Order and (ii) 10 days after becoming a Substantial
      Shareholder.

   2. Prior to effectuating any transfer of Beneficial Ownership
      of Common Stock that would result in an increase in the
      amount of Common Stock of which a Substantial Shareholder
      has Beneficial Ownership or would result in an entity or
      person becoming a Substantial Shareholder, such Substantial
      Shareholder or potential Substantial Shareholder must file
      with the Court, and serve upon counsel to the Debtors, an
      advance written declaration of the intended transfer of
      Common Stock.

   3. Prior to effectuating any transfer of Beneficial Ownership
      of Common Stock that would result in a decrease in the
      amount of Common Stock of which a Substantial Shareholder
      has Beneficial Ownership or would result in an entity or
      person ceasing to be a Substantial Shareholder, such
      Substantial Shareholder must file with the Court, and serve
      upon counsel to the Debtors, an advance written declaration
      of the intended transfer of Common Stock.

   4. The Debtors will have 21 calendar days after receipt of a
      Declaration of Proposed Transfer to file with the Court and
      serve on such Substantial Shareholder or potential
      Substantial Shareholder an objection to any proposed
      transfer of Beneficial Ownership of Common Stock.  If the
      Debtors file an objection, such transaction would not be
      effective unless such objection is withdrawn by the Debtors
      or such transaction is approved by a final order of the
      Court that becomes nonappealable.

   5. For purposes of these procedures, a "Substantial
      Shareholder" is any entity or person that has Beneficial
      Interest of at least 850,000 shares of Common Stock
      (representing approximately 4.7% of all issued and
      outstanding shares.

A hearing to consider the motion, on a final basis, will be held
on Nov. 6, 2012, at 2:00 p.m.  Any response or objection to the
final relief sought in the motion must be filed no later than
Nov. 1, 2012, at 4:00 p.m.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.


SATCON TECHNOLOGY: Debtors' Representative in Any Foreign Country
-----------------------------------------------------------------
The U.S. Bankruptcy Court authorized Satcon Technology Corporation
to act as the foreign representative on behalf of the Debtors'
estates in any foreign county, including without limitation,
Canada, China, and the Czech Republic, and in particular in
ancillary proceedings in Canada.

Satcon Power Systems Canada, Ltd., operates in Canada, Satcon
Technology (Shenzhen) Co., Ltd., operates in China, and Satcon
International, s.r.o. operates in the Czech Republic.

STC intends to seek emergency ancillary relief in Canada on behalf
of all Debtors, pursuant to Part IV of the Companies' Creditors
Arrangement Act (Canada) R.S.C. 1985, c. C-36 as amended in the
Ontario Superior Court of Justice (Commercial List).  The purpose
of the ancillary proceeding is to request that the Canadian Court
recognize the Debtors' Chapter 11 cases as a "foreign main
proceeding" under the applicable provisions of the CCAA in order
to, among other things, protect the Debtors' assets and operations
in Canada.

The Debtors currently do not intend to seek recognition in China
or the Czech Republic.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.


SATCON TECHNOLOGY: Has Interim OK to Use Cash Collateral to Nov. 6
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Satcon Technology Corporation, et al., interim authorization to
continue their use of cash collateral in which Silicon Valley Bank
and the Subordinated Secured Creditors assert an interest, during
the period from the Petition Date through and including 5:00 p.m.
on Nov. 6, 2012, solely on the terms, for the purposes, and the
amounts set forth in the Interim Budget.

As of Oct. 16, 2012, the Debtors are liable to the Senior Secured
Creditor under the Senior Pre-Petition Loan Documents in the
approximate amount of $14,536,165.05, plus accrued interest in the
approximate amount of $88,896.89 and other fees, cost and expenses
in the approximate amount of $100,000.

As of the Petition Date, the Debtors owed the Subordinated Secured
Creditors approximately $6.5 million in principal under the
Subordinated Loan Documents.

As adequate protection, the Senior Secured Credit is granted
replacement liens in all of the Debtors' prepetition and
postpetition assets as well as the products and proceeds.

As adequate protection, the Subordinated Secured Creditors are
granted replacement liens in all of the Post-Petition Collateral,
which liens will be subordinated in priority to the Senior
Adequate Protection Lien to the same extent provided in the
Subordination Agreements.

The foregoing Adequate Protection Liens will be subject, however,
to the Carve-Out for the fees and expenses of the Professionals
retained by the Debtors and any duly appointed committee in the
Debtors' cases, and a carve-out for any quarterly or other fees
payable to the U.S. Trustee.  Such Adequate Protection Liens,
however, will not attach to any claims for relief under Chapter 5
of the Bankruptcy Code or the proceeds thereof (other than claims
arising under Section 549 of the Bankruptcy Code), and will not
prime any valid, perfected, and non-avoidable pre-petition lien
held by, or granted to, any other party.

As additional adequate protection, the Debtors are directed and
authorized to pay post-petition interest on and after the Petition
Date with respect to the Senior Secured Creditor's Claim at the
contractual default rate and at the times set forth in the
applicable Senior Pre-Petition Loan Documents, subject to the
Debtors' 506(b) rights.

As additional adequate protection, the Senior Secured Creditor is
authorized to apply Excess Cash Collateral, if any, as a
permanent, partial principal reduction and payment toward the
Senior Secured Creditor's Claim.

A final hearing on the use of cash collateral will be held on
Nov. 6, 2012, at 2:00 p.m.  Responses or objections, if any, to
the final relief sought inn the cash collateral motion must be
filed no later than Oct. 30, 2012, at 4:00 p.m.

As additional adequate protection, the Debtors are directed and
authorized to pay each month the post-petition out-of-pocket fees,
costs, and expenses incurred by the Senior Secured Creditor during
the immediately preceding months.

Subject to the Carve-Out and the fees of the U.S. Trustee, if, and
to the extent that, the Adequate Protection Liens and the Adequate
Protection are insufficient to provide adequate protection to the
Senior Secured Creditor and the Subordinated Secured Creditors,
each Secured Creditor is granted allowed superpriority claims
against the Debtors' estates pursuant ton Section 507(b) of the
Bankruptcy Code.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.


SATCON TECHNOLOGY: Amends List of 30 Largest Unsecured Creditors
----------------------------------------------------------------
Satcon Technology Corporation, et al., filed with the U.S.
Bankruptcy Court for the District of Delaware an amended
consolidated list of creditors holding 30 largest unsecured
claims, disclosing:

  Name of creditor              Nature of Claim            Amount
  ----------------              ---------------            ------
Perfect Galaxy International         Trade Debt    $25,695,573.66
4/F, Sea View Estate
2-8 Watson Road
North Point, Hong Kong 200030

Heights Capital Management    Convertible Notes    $10,000,000.00
101 California St., Suite 3250
San Francisco, CA 94111

Creation Technologies                Trade Debt     $1,999,295.25
Building 3A, No. 128
Mingxin Rd. W.
P.R. of China 213164

Chanzhou Ada International           Trade Debt     $1,040,210.00
  Trade C
Rm. 1507
Top Business Center, No. 3
P.R. of China 213022

Artaflex                             Trade Debt     $1,004,266.92
215 Konrad Crescent
Markham, Ontario
Canada L3R 8T9

Columbia Tech                        Trade Debt       $897,054.57
17 Briden Street
Worcester, MA 01605

Zhongxingxin Telecom Equipment Co.   Trade Debt       $862,541.73
No. 5 Longshan
Shenzhen
P.R. of China

Connect Logistics Inc.               Trade Debt       $776,635.06
2650 Meadowvale Blvd.
Mississauga, Ontario
Canada L5N 6M5

Onyx Power Inc.                      Trade Debt       $746,016.00
Dept. CH 19339
Palatine, IL 60055-9339

Cooper Power Systems                 Trade Debt       $646,305.00
P.O. Box 640585
Pittsburgh, IL 15264-0485

Synqor, Inc.                         Trade Debt       $533,333.28
155 Swanson Road
Boxborough, MA 01719

Anwerthink                           Trade Debt       $472,976.50
1001 Brickell Bay Drive, 30th Floor
Miami, FL 33131

Mara Technologies, Inc.              Trade Debt       $387,842.06
5680 14th Street
Markham, Ontario
Canada L3S 3K8

ABB Inc.                             Trade Debt       $372,443.23
Brampton Division
Toronto, Ontario
Canada M5W 5W4

International Delivery Service       Trade Debt       $333,068.82
470 Main Street
Pawtucket, RI 02860

CV Drydock Avenue LLC                Trade Debt       $268,646.72
c/o Cargo Ventures
Delaware
Newark, NJ 07101

Ampower Technology Co., Ltd.         Trade Debt       $259,948.53
2F, No. 7, Hejiang 2nd
Taoyuan County 320
Taiwan

Alsoenergy, Inc.                     Trade Debt       $243,980.00

Blue Cross Blue Shield               Trade Debt       $242,713.37

Wilmerhale                           Trade Debt       $242,427.36

Metalworks, Inc.                     Trade Debt       $237,566.38

Fedex                                Trade Debt       $236,205.60

Tetra Financial Group, L.L.C.        Trade Debt       $174,102.99

University of Colorado at Boulder    Trade Debt       $173,977.00

Falcon Electric, Inc.                Trade Debt       $157,141.24

South Service                        Trade Debt       $154,992.96

Xiamen Faratronic Co., Ltd.          Trade Debt       $153,687.46

Fastenal (US)                        Trade Debt       $153,021.39

Donguan Kewang Technology Co., Ltd.  Trade Debt       $150,432.00

Velocity Financial Group             Trade Debt       $144,013.28

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.




SF CC INTERMEDIATE: Moody's Assigns 'B3' Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and probability of default rating to SF CC Intermediate Holdings,
Inc. (SFCC), a special purpose holding company formed to acquire
Smart & Final Stores LLC.  In addition, Moody's also assigned a
Ba2 rating to the company's proposed $150 million ABL revolving
credit facility, a B3 rating to the company's proposed $510
million first lien term loan and a Caa2 rating to the company's
proposed $210 million second lien term loan.  The rating outlook
is stable.  Concurrently all existing ratings at Smart & Final
Holdings Corporation and Smart & Final Stores LLC have been put on
review for downgrade and will be withdrawn at the closing of the
proposed transaction.

Proceeds from the proposed financing along with approximately $287
million in equity from Ares Management (Ares) will be used to
acquire Smart & Final Stores LLC and repay existing debt. Upon the
closing of the acquisition, the ABL revolver, first lien term loan
and the second lien term loan will be contributed and assigned to
Smart & Final Stores LLC or its direct parent and thereafter Smart
& Final LLC or its direct parent will be the borrower under each
of the credit facilities. Ratings are subject to Moody's review of
final documentation and the execution of the transaction as
proposed.

"Although Smart & Final's operating performance continues to
demonstrate its ability to compete effectively and maintain
margins in a tough economic and competitive business environment
this transaction will significantly weaken the company's credit
metrics while more than doubling the company's existing funded
debt burden" , Moody's Senior Analyst Mickey Chadha stated.

Ratings Rationale

The B3 Corporate Family Rating of SFCC reflects the company's weak
pro forma credit metrics, regional concentration, and challenging
geographic and demographic markets. The ratings also recognize the
company's adequate liquidity, consistent positive same store sales
growth, the potential benefits of the company's diversification
efforts and new management initiatives.

The following ratings are assigned:

SF CC Intermediate Holdings, Inc.:

  Corporate Family Rating at B3;

  Probability of Default rating at B3;

  $150 million guaranteed ABL revolving credit facility expiring
  2017 at Ba2 (LGD2, 17%);

  $510 million guaranteed first lien term loan maturing 2019 at B3
  (LGD3, 45%);

  $210 million guaranteed second lien term loan maturing 2020 at
  Caa2 (LGD5, 82%).

The following ratings are put on review for downgrade and will be
withdrawn at the closing of the proposed transaction:

Smart & Final Holdings Corporation

  Corporate Family Rating at B2;

  Probability of Default Rating at B2.

Smart & Final Stores LLC

  $47 million First Lien Term Loan maturing May 2014 at B2 (LGD 3,
  47%);

  $119 million First Lien Term Loan maturing May 2016 at B2 (LGD
  3, 47%);

  $125 million Asset-Based Revolving Credit Facility maturing June
  2016 at Ba1 (LGD 2, 15%);

  $138 million Second Lien Term Loan maturing November 2016 at B3
  (LGD 5, 74%);

  $2 million Second Lien Term Loan maturing November 2014 at B3
  (LGD 5, 74%).

SFCC's stable outlook incorporates Moody's expectation that over
the next 12-18 months credit metrics will moderately improve
driven by the improving economy along with management initiatives
focused on price optimization, cost savings and product offerings.

The B3 CFR of SFCC could be subject to upward momentum if the
company demonstrates sustained and material improvements in
liquidity, profitability and operating margins. Quantitatively, an
upgrade could be achieved if debt to EBITDA approaches 5.5 times
and EBITA to interest is sustained in excess of 1.5 times.

The B3 CFR of SFCC could be pressured if there is a material
deterioration in liquidity or if operating performance
deteriorates as evidenced by sustained decline in same store sales
growth and profitability. Ratings could also be downgraded if the
company's EBITA to interest approaches 1.1 times or if debt to
EBITDA is sustained above 6.5 times for an extended period of
time.

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

Smart & Final Stores LLC, is headquartered in Commerce,
California, and operates 235 non-membership warehouse club stores
serving retail and commercial customers in six western states and
northern Mexico under the Smart & Final and Cash & Carry banners.


SHILO INN: Court Send Parties to Mediation to Resolve Plan Issues
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
sent Shilo Inn, Seaside Oceanfront, LLC and Onewest Bank, N.A. to
mediation with the Honorable Mitchell Goldberg, U.S. Bankruptcy
Judge, or other mediator of their mutual choosing, to address Plan
of Reorganization confirmation concerns.

The Court, having considered the Debtor's First Amended Disclosure
Statement describing the proposed Plan of Reorganization dated
July 18, 2012, and One West's objection, ordered that before the
hearing to confirm the Plan, the Debtor and OWB will participate
in mediation.

The Court also ordered that the Debtors and OWB must each pay half
of the cost (if any exists) of the mediation within 30 days of
receipt of an itemization of costs.

                    The Plan of Reorganization

As reported in the Troubled Company Reporter on Sept. 12, 2012,
the Disclosure Statement provides that OneWest Bank, the secured
lender, will receive payments for 30 years -- the first five years
will be interest-only-payments and the next 25 years will be fully
amortized over 25 years with principal and interest payments.  The
Debtor said that the July 18 Disclosure Statement will be further
amended to provide that OneWest Bank's secured claim is being paid
on a 25-year amortization basis instead of 30 years.

A prior iteration of the Disclosure Statement was rejected by the
bankruptcy judge in May; the Court ordered the Debtor and One West
Bank to engage in mediation by July 1.

               About Shilo Inn, Seaside Oceanfront

Based in Portland, Oregon, Shilo Inn, Seaside Oceanfront, LLC,
operates the Seaside Hotel, a 113-room hotel situated on 1.37
beautiful acres in Seaside, Oregon, pursuant to a franchise
agreement with Shilo Franchise International, LLC. The Hotel is
located directly on the beach and is the premier fixture of the
Seaside promenade.

Shilo Inn Seaside Oceanfront filed for Chapter 11 bankruptcy
(Bankr. C.D. Calif. Case No. 11-34669) on June 7, 2011.  David B.
Golubchik, Esq., and J.P. Fritz, Esq., at Levene, Neale, Bender,
Yoo & & Brill L.L.P., in Los Angeles, serve as the Debtor's
bankruptcy counsel.  In its petition, the Debtor estimated assets
and debts of $10 million to $50 million.

Debtor-affiliates that previously sought Chapter 11 protection are
Shilo Inn, Diamond Bar, LLC (Case No. 10-60884) on Nov. 29, 2010;
Shilo Inn, Killeen, LLC (Case No. 10-62057) on Dec. 6, 2010; Shilo
Inn, Palm Springs, LLC (Case No. 11-26501) on April 13, 2011; and
Shilo Inn, Pomona Hilltop, LLC (Case No. 11-26270) on April 14,
2011.

On April 3, 2012, the U.S. Bankruptcy Court closed the bankruptcy
cases of Shilo Inn, Pomona Hilltop, LLC, and Shilo Inn, Palm
Springs, LLC.

Shilo Inn, Seaside Oceanfront, LLC reported total scheduled assets
of $22,219,762 and total scheduled liabilities of $13,688,451.




SKINNY NUTRITIONAL: Inks Standstill Agreement with Trim Capital
---------------------------------------------------------------
Skinny Nutritional Corp. has entered into a Standstill Agreement
with Trim Capital LLC, under which they will continue discussions
regarding the status of, and obligations under, the Securities
Purchase Agreement dated June 28, 2012.

Under the Purchase Agreement, Trim Capital agreed to purchase an
aggregate of $9 million of equity securities of the Company in a
private placement transaction, subject to certain conditions.  At
the first closing, which was completed on June 28, 2012, the
Company sold a $1,000,000 senior secured note to Trim Capital and
subsequently on Aug. 14, 2012, the Company sold an additional
initial senior secured note in the aggregate principal amount of
$270,000 which was deemed part of the "Initial Note".  The
Purchase Agreement provided for a second closing, subject to
certain conditions, to be held on or prior to Aug. 28, 2012, which
has not occurred.

Following the parties' discussions subsequent to Aug. 28, 2012,
they have agreed to enter into the Standstill Agreement under
which they will have a 60-day period to discuss a plan with
respect to the obligations under the Purchase Agreement and the
Initial Note.  The agreement terminates the prohibition against
the Company soliciting alternative transactions and enables the
Company to pursue various strategic or financing alternatives in
order to address its obligations and to provide for additional
working capital.  In addition, the Standstill Agreement provides
that the parties will refrain from commencing or prosecuting any
claims against the other or their respective affiliates during the
standstill period.

Michael Salaman, chief executive officer of Skinny Nutritional
stated, "while we are disappointed with the developments with Trim
Capital, we are diligently working on alternative plans to address
our Company's capital requirements.  The Standstill Agreement
provides additional time to develop a plan to finance the Company
and revitalize our marketing and distribution efforts."

                     About Skinny Nutritional

Bala Cynwyd, Pa.-based Skinny Nutritional Corp. (OTC BB: SKNY.OB)
-- http://www.SkinnyWater.com/-- has developed and is marketing a
line of enhanced waters, all branded with the name "Skinny Water"
that are marketed and distributed primarily to calorie and weight
conscious consumers.

The Company reported a net loss of $7.66 million in 2011, compared
with a net loss of $6.91 million in 2010.

In its audit report for the 2011 financial statements, Marcum LLP,
in Bala Cynwyd, Pennsylvania, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company had a working capital
deficiency of $3.17 million, an accumulated deficit of
$45,492,945, stockholders' deficit of $1.74 million and no cash on
hand.  The Company had net losses of $7.67 million and $6.91
million for the years ended Dec. 31, 2011, and 2010, respectively.
Additionally, the Company is currently in arrears under its
obligation for the purchase of trademarks.  Under the agreement,
the seller of the trademarks may choose to exercise their legal
rights against the Company's assets, which includes the
trademarks.

The Company's balance sheet at June 30, 2012, showed $2.92 million
in total assets, $6.01 million in total liabilities, all current,
and a $3.08 million stockholders' deficit.

                        Bankruptcy Warning

On June 28, 2012, the Company and Trim Capital, LLC, entered into
a Purchase Agreement relating to a financing transaction for a
maximum of $15,000,000 in total proceeds to the Company.

Under the Note, the termination of the Purchase Agreement prior to
the consummation of the third closing for any reason other than by
the Company due to a breach by Trim Capital or its affiliates is
an event of default under the Notes, making the Notes become
immediately due and payable.

"As our cash resources are extremely limited, we do not anticipate
having sufficient capital to repay the Notes in such an event.  If
we cannot repay the Notes when due, the Purchaser, as the holder
of the Notes will be able to exercise its rights as a secured
party under the Security Agreement and IP Security Agreement,
including foreclosure on our assets.  As the collateral securing
our obligations under the Notes consist of all of our assets, upon
an event of default, the Purchaser, as the holder of the Notes,
would be in a position to take possession of all of our assets,
subject to the rights of our senior lender.  Further, we would not
have sufficient assets with which to repay our creditors, who in
turn would be likely to take action against us to protect their
interests.  In addition, our suppliers would also be expected to
cease doing business with us and we would need to consider seeking
protection under applicable bankruptcy laws or cease doing
business altogether."


SOLAR TRUST: Schedules Dec. 20 Plan Confirmation
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solar Millennium Inc. sold two of its solar power
projects and scheduled a Dec. 20 confirmation hearing for approval
of the liquidating Chapter 11 plan.

According to the report, the bankruptcy court in Delaware approved
disclosure materials Oct. 23 so creditors can begin voting on the
plan.  Opening the door to completion of the Chapter 11 case, the
company sold the two projects under an arrangement that eventually
may generate $110 million in value.  The plan calls for paying
creditors in the order of priority called for in bankruptcy law,
taking settlements into consideration.  General unsecured
creditors with $42.5 million in claims were told to expect a
recovery between 14% and 20%.

The report relates that NextEra Energy Inc. bought the 1,000-
megawatt facility in Blythe, California, in July.  In August,
Solar Millennium sold the 500-megawatt project under development
in Desert Center, California, to BrightSource Energy Inc. for a
price that may reach about $30 million, if all contingent payments
are made.

The report notes that for the larger project, Solar Millennium
initially said NextEra would pay $10 million in cash plus as much
as an additional $40 million when the project is completed.  The
company has been unable to sell the 500-megawatt project planned
for Amargosa Valley, Nevada.  Global Finance Corp. started a
lawsuit in bankruptcy court in June contending that Solar
Millennium lost its ownership interest in the project by not
moving forward with development.

                         About Solar Trust

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust is a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in California
and Nevada.  Located in the "Solar Sun Belt" of the American
Southwest, the project sites have extremely high solar radiation
levels, and allow the Debtors' projects to harness high levels of
solar power generation.  Projects include the rights to develop
one of the world's largest permitted solar plant facilities with
capacity of 1,000 MW in Blythe, California.  Two other projects
contemplated 500 MW solar power facilities in Desert Center,
California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental phase
and does not generate revenue for the Debtors.  Ferrostaal ceased
providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding after
December 2011.

NextEra Energy Resources LLC committed to provide a postpetition
secured credit facility and has expressed an interest in serving
as stalking horse purchaser for certain of the Debtors' assets.

Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as
counsel to the Debtors.  K&L Gates LLP is the special corporate
counsel.

Ridgecrest Solar Power Project, LLC, and two entities filed for
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to
12-11206) on April 10, 2012.

Ridgecrest Solar, et al., are affiliates of Solar Trust of America
LLC.  STA Development, LLC, one of the debtors that filed for
bankruptcy April 2, owns 100% of the interests in Ridgecrest, et
al.

Ridgecrest Solar Power estimated up to $50,000 in assets and
debts.  Ridgecrest Solar I, LLC, estimated up to $50,000 in assets
and up to $10 million in liabilities.

In July 2012, NextEra Energy Inc. received formal authority to buy
the unfinished 1,000-megawatt facility in Blythe, California,
owned by Solar Millennium Inc.  NextEra is paying $10 million in
cash plus as much as $40 million when the project is finished.

The Delaware Bankruptcy Court also approved selling the 500-
megawatt project under development in Desert Center, California,
to BrightSource Energy Inc. for a price that may reach about
$30 million.


SOLYNDRA LLC: Chapter 11 Plan Approved Over IRS Objection
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Solyndra LLC overcame opposition from the Internal
Revenue Service and procured the signature of the bankruptcy judge
Oct. 22 on a confirmation order approving a Chapter 11
reorganization plan for the liquidating solar-panel maker.

According to the report, disagreeing with arguments made by the
IRS, U.S. Bankruptcy Judge Mary F. Walrath said in her formal
order Oct. 22 that "the principal purpose of the plan is not the
avoidance of taxes."  The IRS unsuccessfully argued that the plan
was principally designed to preserve $1 billion in tax loss carry
forwards for use by Solyndra's owners.  Judge Walrath gave the IRS
10 days to win a stay from a higher court blocking Solyndra from
implementing the plan.  The judge said in her order that the plan
needs to be consummated soon because the company is "on the verge
of running out of financing" and needs "immediate access" to the
exit loan facility financing the reorganized company.

The report relates that if the IRS doesn't obtain a stay pending
appeal, Solyndra presumably will complete the transactions called
for in the plan and then argue that any appeal should be dismissed
on the theory that the transactions can't be unwound.  In addition
to objection from the IRS, the U.S. Trustee and the U.S. Energy
Department also opposed confirmation.  The plan was confirmed
using the cramdown process because the Energy Department voted
against the plan in the two classes containing government claims.

                         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.


STEREOTAXIS INC: Former Accuray Chairman & CEO Named to Board
-------------------------------------------------------------
Stereotaxis, Inc., announced that Euan Thomson has been elected to
its Board of Directors.  The former President and CEO of Accuray
Incorporated, Dr. Thomson, a medical physicist, has nearly 30
years experience in scientific research and strategic business
leadership.  He assumes the Board seat vacated by Christopher
Alafi upon his retirement this year.

Committee assignments for Dr. Thomson will be determined at a
later date.  Dr. Thomson will receive 20,000 restricted stock
units and other compensation on the same basis as all other non-
management Directors of the Company.

"Euan's unique blend of business acumen and medical innovation
will be a tremendous asset as we continue to work toward market
leadership and profitable growth through leading-edge, robotic
solutions to important clinical challenges," said William Mills,
Stereotaxis Board Chairman.  "He has had outstanding success
leading transformational change at Accuray and brings rich insight
into securing global clinical adoption of groundbreaking
technology."

Dr. Thomson holds a Master's in Radiation Physics and a Doctorate
in Medical Physics from the University of London.  Following his
medical physics training, he devoted more than 15 years to
research, teaching, clinical practice and administration with the
United Kingdom Health Care System.  During that time he worked as
a consultant, advising companies and hospitals on scientific
development, product marketing and management on an international
scale.  In 1999, Dr. Thomson moved to the U.S. to assume the reins
at Photoelectron Corporation, a Boston-based company specializing
in miniature x-ray technology for the medical and industrial
markets.

Dr. Thomson was appointed President and CEO of Accuray, a medical
capital equipment company, in 2002.  During his 10-year tenure, he
grew Accuray from a start-up to a public company with more than
1,000 employees, generating more than $400MM in annual revenue.
Dr. Thomson oversaw expansion of distribution channels to include
more than 80 countries and development of the patent portfolio to
approximately 300 US and foreign patents.  Accuray built clinical
programs that resulted in treatments to hundreds of thousands of
patients worldwide and built an installed base exceeding 600
systems.  In 2009, Dr. Thomson was recognized as Ernst and Young
"Entrepreneur of the Year" in healthcare for Northern California.
He currently serves as the Chair of the American Cancer Society's
"CEO's Against Cancer" (California division) and is a Board member
of the Hospice of the Valley. Dr. Thomson recently announced his
resignation from Accuray, where it is anticipated he will continue
to serve as a consultant.

"I'm excited to join an accomplished Board of Directors in
providing strategic guidance to a company focused on transforming
the world of interventional medicine," Dr. Thomson said of his
appointment to the Stereotaxis Board.  "Stereotaxis is poised for
profitability and well positioned for growth in an expanding
worldwide market.  I look forward to being part of the future of
an enterprising organization."

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company reported a net loss of $32.0 million for 2011,
compared with a net loss of $19.9 million for 2010.

The Company's balance sheet at June 30, 2012, showed $36.61
million in total assets, $50.09 million in total liabilities and a
$13.47 million total stockholders' deficit.


STONE ENERGY: Moody's Rates $300-Mil. Sr. Unsecured Notes 'B3'
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Stone Energy
Corporation's proposed $300 million senior unsecured notes due
2022. Stone's other ratings and stable outlook were unchanged.

Net proceeds from this note offering will be used to redeem
Stone's existing $200 million 6.75% subordinated notes due 2014
through a tender offer process, and towards general corporate
purposes.

"The new notes will eliminate near term refinancing risks, and
upon successful retirement of all of the 2014 notes, the maturity
date of Stone's $400 million secured borrowing base facility will
automatically extend to April 2015 from September 2014, further
enhancing the maturity profile," said Sajjad Alam, Moody's
Analyst. "The borrowing base will not be cut despite issuance of
an extra $100 million of new notes, however, the borrowing base
could be reduced by 30% of any principal amount of the 2014 notes
that are not repurchased, repaid, defeased or otherwise retired."

Issuer: Stone Energy Corporation

  Assignment:

    US$300M Senior Unsecured Regular Bond/Debenture, Assigned B3

    US$300M Senior Unsecured Regular Bond/Debenture, Assigned a
    range of LGD4, 64 %

  Downgrades:

    US$375M 8.625% Senior Unsecured Regular Bond/Debenture,
    Downgraded to a range of LGD4, 64 % from a range of LGD4,
    58%

Ratings Rationale

The new notes will rank equally in right of payment with Stone's
existing $375 million 8.625% senior unsecured notes and
consequently, they both are rated B3 (LGD4, 64%), one notch below
the B2 Corporate Family Rating (CFR) given the substantial size of
the priority ranking $400 million secured borrowing base revolving
credit facility in the capital structure. The revolver and the
notes are guaranteed by Stone's only material subsidiary, Stone
Offshore, while the revolver is collateralized by substantially
all of Stone's and Stone Offshore's assets.

The B2 CFR reflects Stone's growing but limited scale,
concentrated Gulf of Mexico assets that are characterized by steep
decline rates, short PD (proved developed) reserve life and weak
capital productivity, and high cost structure. The rating also
considers the significant capital, execution and performance risk
involving Stone's growth strategy outside of the shallow waters of
the GOM. Stone's ratings are supported by its significant liquids
production (46% oil and 7% NGLs in the second quarter 2012),
favorable leverage in terms of production ($22,500 per boe) and
the potential for future growth and diversification. The stable
outlook reflects Stone's improved production visibility and
liquidity.

Stone has good liquidity which is reflected in Moody's SGL-2
Speculative Grade Liquidity rating. Stone's funds from operations,
cash balance and revolver availability should fully cover capital
expenditures and working capital requirements through the end of
2013. Proforma for the note offering, the company had roughly $323
million of cash (not counting transaction fees and premium for the
tender offer) and $379 million of availability under its $400
million borrowing base revolver, which matures on September 15,
2014 (or, on April 26, 2015 if the notes issued under Stone's 2004
indenture are retired on or before April 15, 2014). There is ample
headroom under the financial covenants governing the credit
facility and Stone should have unimpeded access to the revolver.
The SGL rating is tempered by the exposure of the borrowing base
to re-determinations in the event of weaker commodity prices or
inadequate reserve replacement.

An upgrade would be considered if Stone was able to sustain
production above 50,000 boe/day with a significant portion of
production coming from onshore areas while maintaining its debt to
proved developed reserves below $10 per boe.

A negative rating action is unlikely in the near term absent a
material decline in production due to weather related or
operational issues. The rating could be downgraded if Stone's debt
to average daily production exceeds $27,000 per boe or debt to PD
reserves climbs above $15 per boe.

The principal methodology used in rating Stone 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.

Stone Energy Corporation, headquartered in Lafayette, Louisiana,
is an independent E&P company with primary producing properties
located in the conventional shelf of the GOM, the deepwater of the
GOM, and the Marcellus Shale in the Appalachia.


STONE ENERGY: S&P Rates $300MM Senior Unsecured Notes 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services  assigned a 'B-' issue-level
rating (one notch below the corporate credit rating) and '5'
recovery rating (indicating a modest recovery in the 10% to 30%
range) to Lafayette, La.-based Stone Energy Corp.'s proposed $300
million senior unsecured notes due 2022. "We also lowered the
rating on Stone's existing senior unsecured notes to 'B-' from 'B'
and revised the recovery rating on these notes to '5' from '3',"
S&P said.

"The lower recovery expectation reflects the increased level of
pari passu senior unsecured debt as a result of the proposed note
issuance and a lower valuation of the company's reserves in our
default scenario. We based our reserve valuation for Stone on a
company-provided mid-year 2012 PV10 report using our recovery
price deck assumptions of $50 per barrel of West Texas
Intermediate crude oil and $3.5 per million BTU of Henry Hub
natural gas. As per our recovery criteria, our valuation does not
include any positive contribution from Stone's hedged position
which is substantially above the recovery price deck," S&P said.

"The corporate credit rating and stable outlook on Stone Energy
Corp. reflect the company's limited scale, geographic
concentration in the mature U.S. Gulf of Mexico shelf region, and
relatively high finding and development (F&D) costs compared with
its peers. Our rating on Stone also reflects our expectation of
continued favorable outlook for crude oil prices, the company's
adequate liquidity position, and its healthy credit metrics," S&P
said.

Ratings List
Stone Energy Corp.

Corporate credit rating      B/Stable/--

New Rating
Stone Energy Corp.
$300 mil. senior unsecured
notes due 2022              B-
Recovery rating             5

Rating Lowered
                             To       From
Senior unsecured note        B-       B
Recovery rating             5        3


T3 MOTION: Due Date of Perry Trebatch Note Extended to Oct. 31
--------------------------------------------------------------
T3 Motion, Inc., and Perry Trebatch, an accredited investor, have
agreed to extend the due date of the $250,000 senior secured
bridge loan until Oct. 31, 2012.

T3 Motion, entered into a Security Purchase Agreement with Perry
Trebatch, an accredited investor, on Sept. 14, 2012.  In
connection with the Agreement, the Company and the Investor also
entered into a Secured Promissory Note Agreement and a Security
Agreement.  Pursuant to the terms and subject to the conditions
set forth in the Purchase Agreement, the Investor provided a
senior secured bridge loan to the Company in the aggregate
principal amount of $250,000.  Pursuant to the terms of the
Security Agreement, the Loan is secured by all assets of the
Company.  The Investor delivered net proceeds to the Company in
the amount of $250,000.  The Note was originally due 7 days
following receipt of the net proceeds, or Sept. 21, 2012, but the
parties amended the due date of the Note to Sept. 28, 2012,
further amended the due date to Oct. 16, 2012.

A copy of the Amendment is available at http://is.gd/QqXCQK

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.85 million
in total assets, $3.31 million in total liabilities and a $451,781
total stockholders' deficit.


TIBURON POINTE: Investors' Substantial Contribution Claim Rejected
------------------------------------------------------------------
Chief Judge Thomas L. Saladino denied the second amended
application for payment of administrative fees and expenses, filed
by Brian Bidne and Dennis and Diane Walker; and the second amended
application for payment of administrative fees and expenses, filed
by Brian Bidne in the Chapter 11 cases of Tiburon View Apartments,
LP, and Tiburon Pointe Apartments, L.L.C.

The Applicants assert that their efforts, and the fees and
expenses they incurred, provided a substantial contribution and
benefit to the estate of each Debtor, including discovery of
conversion of funds, appointment of a trustee, prevention of
dismissal, prevention of further conversion or wrongful acts, and
enhancement of the estate through the settlements reached by the
trustee.

The Applicants seek to be awarded a total of $58,960.20 in legal
fees and $49,375.38 in expenses -- of which $41,333.36 relates to
forensic accounting expert expense -- for a total administrative
expense claim of $108,335.58.  The Applicants propose that 37% of
that amount be allocated to the Tiburon View estate and 63%
allocated to the Tiburon Pointe estate.

Judge Saladino, however, held that the Applicants held equity
positions in the Debtors and were acting in their own interest.

The two bankruptcy cases involve two adjacent apartment complexes
that used the same management company (Fisher Corporation).  Many
of the limited partners in Tiburon View Apartments were also
members of Tiburon Pointe Apartments.  The Applicants held equity
positions in both properties.

Prior to bankruptcy filing, the Applicants had commenced an action
in the District Court of Sarpy County, Nebraska, to, among other
things, have a receiver appointed for the apartments.  They
asserted that the management company and its president, Todd
Fisher, diverted revenues from the properties, caused the
properties to become in default to their lenders, and failed to
operate pursuant to the applicable partnership agreement and/or
operating agreement.  Foreclosure proceedings had also been
commenced by secured creditors.

The bankruptcy filing stayed the foreclosure and the receivership
actions and moved the disputes between the movants and Fisher into
the bankruptcy court.  During the course of the bankruptcy case,
the Applicants objected to virtually every action or proposed
action by the Debtors.  By September 2010, the Applicants had
filed a motion to appoint a Chapter 11 trustee which was settled
when the Debtors agreed to hire a new property management company.
Subsequently, the properties were sold free and clear of liens and
the secured and unsecured creditors were all paid in full.  Funds
from the sale proceeds remain on hand in both cases to pay
administrative expense claims and for distribution to equity
interest holders.

The funds in the Tiburon View case are $328,310.56 and the funds
in the Tiburon Pointe case are $425,006.46.

Following the closing of the sale, the United States Trustee filed
motions to convert the cases to Chapter 7.  In response, the
Debtors sought to dismiss their bankruptcy cases. All such motions
were resisted and after a hearing, the court denied the Debtors'
motions to dismiss and granted the United States Trustee's
alternative request for appointment of a Chapter 11 trustee in
lieu of conversion to Chapter 7.  James A. Overcash was appointed
as the Chapter 11 trustee.  Thereafter, the Chapter 11 trustee
negotiated a settlement between the bankruptcy estates and Fisher
Corporation regarding the financial transactions that occurred
during the time period when Fisher Corporation was the manager of
the apartment complexes.  The settlement agreement basically
required a monetary payment from Fisher Corporation along with a
termination of any ownership interest held by Fisher Corporation
in the debtor entities.

The Applicants assert that their expenditure of legal fees and
expenses resulted in the discovery of the pre-petition conversion
of the Debtors' funds, appointment of a trustee who was able to
negotiate a beneficial settlement, prevention of dismissal and
prevention of further conversion.

A few months after filing, the Debtors filed their first
disclosure statements and plans.  Under those documents, the
Debtors indicated they had no present intent to sell the
properties as they were almost fully leased and were producing
excellent cash flows.  Further, the plans provided for a
substantial reduction in the ownership interests of Fisher
Corporation and, it seems, the Applicants would have retained any
claims they have against Fisher Corporation as Fisher was not in
bankruptcy.

"Would the creditors and equity holders be better off under that
plan (or a negotiated settlement version thereof) rather than the
ultimate sale and settlement of the Fisher claims negotiated by
the trustee? That is impossible to say," Judge Saladino said.

According to Judge Saladino, the Applicants' aggressive actions
produced a different result than the Debtors had in mind
initially, but it was not necessarily beneficial to the estate.
"Different" is not necessarily "better."  Even the forensic
accounting report -- which accounts for more than $40,000.00 of
the expenses claimed by applicant -- cannot be said to have
provided a benefit to the estate since the trustee said he had not
seen it at the time of the settlement.

A copy of the Court's Oct. 22, 2012 Order is available at
http://is.gd/6MSPd5from Leagle.com.

Tiburon Pointe Apartments, L.L.C., based in Omaha, Nebraska, filed
for Chapter 11 bankruptcy (Bankr. D. Neb. Case No. 10-81026) on
April 8, 2010.  Tiburon View Apartments, LP, also in Omaha, filed
for Chapter 11 bankruptcy (Bankr. D. Neb. Case No. 10-81025) on
the same day.

J.P. Sam King, Esq., at McGill, Gotsdiner, Workman & Lepp, P.C.,
served as counsel to both Debtors.  Tiburon Pointe and Tiburon
View each estimated $1 million to $10 million in both assets and
debts.  The petitions were signed by Todd Fisher, General Partner.


TIBURON VIEW: Investors' Substantial Contribution Claim Rejected
----------------------------------------------------------------
Chief Judge Thomas L. Saladino denied the second amended
application for payment of administrative fees and expenses, filed
by Brian Bidne and Dennis and Diane Walker; and the second amended
application for payment of administrative fees and expenses, filed
by Brian Bidne in the Chapter 11 cases of Tiburon View Apartments,
LP, and Tiburon Pointe Apartments, L.L.C.

The Applicants assert that their efforts, and the fees and
expenses they incurred, provided a substantial contribution and
benefit to the estate of each Debtor, including discovery of
conversion of funds, appointment of a trustee, prevention of
dismissal, prevention of further conversion or wrongful acts, and
enhancement of the estate through the settlements reached by the
trustee.

The Applicants seek to be awarded a total of $58,960.20 in legal
fees and $49,375.38 in expenses -- of which $41,333.36 relates to
forensic accounting expert expense -- for a total administrative
expense claim of $108,335.58.  The Applicants propose that 37% of
that amount be allocated to the Tiburon View estate and 63%
allocated to the Tiburon Pointe estate.

Judge Saladino, however, held that the Applicants held equity
positions in the Debtors and were acting in their own interest.

The two bankruptcy cases involve two adjacent apartment complexes
that used the same management company (Fisher Corporation).  Many
of the limited partners in Tiburon View Apartments were also
members of Tiburon Pointe Apartments.  The Applicants held equity
positions in both properties.

Prior to bankruptcy filing, the Applicants had commenced an action
in the District Court of Sarpy County, Nebraska, to, among other
things, have a receiver appointed for the apartments.  They
asserted that the management company and its president, Todd
Fisher, diverted revenues from the properties, caused the
properties to become in default to their lenders, and failed to
operate pursuant to the applicable partnership agreement and/or
operating agreement.  Foreclosure proceedings had also been
commenced by secured creditors.

The bankruptcy filing stayed the foreclosure and the receivership
actions and moved the disputes between the movants and Fisher into
the bankruptcy court.  During the course of the bankruptcy case,
the Applicants objected to virtually every action or proposed
action by the Debtors.  By September 2010, the Applicants had
filed a motion to appoint a Chapter 11 trustee which was settled
when the Debtors agreed to hire a new property management company.
Subsequently, the properties were sold free and clear of liens and
the secured and unsecured creditors were all paid in full.  Funds
from the sale proceeds remain on hand in both cases to pay
administrative expense claims and for distribution to equity
interest holders.

The funds in the Tiburon View case are $328,310.56 and the funds
in the Tiburon Pointe case are $425,006.46.

Following the closing of the sale, the United States Trustee filed
motions to convert the cases to Chapter 7.  In response, the
Debtors sought to dismiss their bankruptcy cases. All such motions
were resisted and after a hearing, the court denied the Debtors'
motions to dismiss and granted the United States Trustee's
alternative request for appointment of a Chapter 11 trustee in
lieu of conversion to Chapter 7.  James A. Overcash was appointed
as the Chapter 11 trustee.  Thereafter, the Chapter 11 trustee
negotiated a settlement between the bankruptcy estates and Fisher
Corporation regarding the financial transactions that occurred
during the time period when Fisher Corporation was the manager of
the apartment complexes.  The settlement agreement basically
required a monetary payment from Fisher Corporation along with a
termination of any ownership interest held by Fisher Corporation
in the debtor entities.

The Applicants assert that their expenditure of legal fees and
expenses resulted in the discovery of the pre-petition conversion
of the Debtors' funds, appointment of a trustee who was able to
negotiate a beneficial settlement, prevention of dismissal and
prevention of further conversion.

A few months after filing, the Debtors filed their first
disclosure statements and plans.  Under those documents, the
Debtors indicated they had no present intent to sell the
properties as they were almost fully leased and were producing
excellent cash flows.  Further, the plans provided for a
substantial reduction in the ownership interests of Fisher
Corporation and, it seems, the Applicants would have retained any
claims they have against Fisher Corporation as Fisher was not in
bankruptcy.

"Would the creditors and equity holders be better off under that
plan (or a negotiated settlement version thereof) rather than the
ultimate sale and settlement of the Fisher claims negotiated by
the trustee? That is impossible to say," Judge Saladino said.

According to Judge Saladino, the Applicants' aggressive actions
produced a different result than the Debtors had in mind
initially, but it was not necessarily beneficial to the estate.
"Different" is not necessarily "better."  Even the forensic
accounting report -- which accounts for more than $40,000.00 of
the expenses claimed by applicant -- cannot be said to have
provided a benefit to the estate since the trustee said he had not
seen it at the time of the settlement.

A copy of the Court's Oct. 22, 2012 Order is available at
http://is.gd/6MSPd5from Leagle.com.

Tiburon Pointe Apartments, L.L.C., based in Omaha, Nebraska, filed
for Chapter 11 bankruptcy (Bankr. D. Neb. Case No. 10-81026) on
April 8, 2010.  Tiburon View Apartments, LP, also in Omaha, filed
for Chapter 11 bankruptcy (Bankr. D. Neb. Case No. 10-81025) on
the same day.

J.P. Sam King, Esq., at McGill, Gotsdiner, Workman & Lepp, P.C.,
served as counsel to both Debtors.  Tiburon Pointe and Tiburon
View each estimated $1 million to $10 million in both assets and
debts.  The petitions were signed by Todd Fisher, General Partner.


TRAVELERS INSURANCE: Haskell Sues for Cleanup Coverage
------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that Haskell
Properties LLC sued Travelers Insurance Co. and other insurers
Friday in New Jersey federal court, arguing that the insurers
refused to honor pre-existing contracts for cleanup coverage after
Haskell bought environmentally contaminated property from a
bankrupt corporation.

Haskell argued that its July 2000 purchase of Haskell, N.J.
property from General Ceramics Inc., formerly known as National
Beryllia Corp., came with insurance policies that were transferred
as assets in the sale, which the insurers are now refusing to
honor, Bankruptcy Law360 relates.


TRIBUNE CO: Seeks Court Approval to Obtain Exit Financing
---------------------------------------------------------
Tribune Co. and its affiliated debtors seek approval from the
U.S. Bankruptcy Court for the District of Delaware to obtain loans
to finance its exit from bankruptcy protection.

The loans consist of a senior secured asset-based revolving
credit facility of up to $300 million, and a senior secured term
loan facility of up to $1.1 billion.

The $300 million loan will be provided by Bank of America N.A.
and other lenders to fund Tribune's operations after the
effectiveness of its restructuring plan.

The $1.1 billion loan will be provided by a syndicate of banks
and financial institutions arranged by a group led by J.P.
Morgan.  The $1.1 billion will be used to fund cash distributions
to creditors, according to court papers.

The terms of the proposed financing are detailed in two letter
agreements, which can be accessed without charge at:

   http://bankrupt.com/misc/Tribune_Letter300MLoan.pdf
   http://bankrupt.com/misc/Tribune_Letter1BLoan.pdf

In connection with the financing, Tribune also asked for court
approval to pay certain fees and expenses and furnish indemnities
as allowed administrative expenses.

On July 23, 2012, the bankruptcy court confirmed Tribune's
restructuring plan, which was jointly proposed by the company,
the committee of unsecured creditors, Oaktree Capital Management
L.P., Angelo, Gordon & Co. L.P., and JPMorgan Chase Bank N.A.

The restructuring plan contemplates that the company may, in its
discretion, enter into a post-effective date facility.

A court hearing to approve the proposed financing is scheduled
for November 7.  Objections are due by October 31.

                         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)


TRIBUNE CO: Proposes Protocol for Senior Noteholder Payments
------------------------------------------------------------
Tribune Co. and its debtor affiliates filed a motion seeking
court authority to implement a procedure that would enable senior
noteholders to receive payments under their Chapter 11 plan.

The restructuring plan, which was approved by the bankruptcy
court on July 23, provides that distributions to senior
noteholders will be made by means of book-entry exchange through
The Depository Trust Co.'s facilities.  DTC, however, cannot make
distributions to senior noteholders with the same security held
by Morgan Stanley Capital Services Inc. without making a
distribution to the company.

The restructuring plan also requires Tribune to withhold from the
distributions the amount of any consideration allocable to the
senior noteholder claims held by Morgan Stanley pending a
determination of the allowance of those claims.

The proposed procedure, if approved by the bankruptcy court,
would ensure that Morgan Stanley does not receive payment of its
claims until it is determined that they are allowed claims and
are entitled to payment.

The procedure would also enable senior noteholders to receive
distributions contemporaneously with the distributions made to
other Tribune creditors, according to J. Kate Stickles, Esq., at
Cole, Schotz, Meisel, Forman & Leonard P.A., in Wilmington,
Delaware.

A copy of the proposed order containing details of the procedure
is available without charge at http://is.gd/4EmVOx

A court hearing is scheduled for November 7.  Objections are due
by October 31.

                         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)


TRIBUNE CO: Ernst & Young Providing Additional Services
-------------------------------------------------------
Tribune Co. asked the U.S. Bankruptcy Court for the District of
Delaware to permit Ernst & Young LLP to provide additional
services to the company.  The new services to be provided by the
firm include services concerning the tax amnesty or voluntary
disclosure programs for Tribune Technology, a division of the
company.  Ernst & Young will also assist other divisions of
Tribune in case they decide to enter into those programs.

                         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)


TRIDENT MICROSYSTEMS: Has Dec. 13 Plan Confirmation Hearing
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that approval of the Trident Microsystems Inc.
reorganization plan will be the topic for a Dec. 13 confirmation
hearing.  The U.S. Bankruptcy Court in Delaware approved the
explanatory disclosure statement on Oct. 22.

According to the report, support for the plan by the two official
committees was made possible by a settlement.  One committee
represents creditors and the other is for shareholders.  After
filing for Chapter 11 protection in January, Trident sold the
businesses and generated $90 million, leaving $71 million at the
end of June, according to the disclosure statement.  Before a
settlement, the largest impediment to distribution was
disagreement over the $73.2 million claim that Trident has against
affiliate Trident Microsystems (Far East) Ltd., which is now
represented by liquidators appointed by a court in the Cayman
Islands.

The report relates that the settlement provides for the
liquidators to receive as much as $14.9 million in cash, allowing
unsecured creditors of TMFE to have a recovery of 55% to 81% on
$96.4 million in claims.  Other unsecured creditors with claims
against TMFE will be paid 90% on claims of $16.6 million.
Unsecured creditors with claims of about $3 million against
Trident will be paid in full, allowing a distribution of as much
as 28 cents a share for stockholders.

The report notes that announcement of the settlement caused a 35%
decline in Trident's stock.  It closed Oct. 23 at 25 cents,
unchanged in over-the-counter trading.  Trident's television
business was sold for about $22.5 million in cash to Sigma Designs
Inc.  Entropic Communications Inc. purchased the set-top box
business for $65 million.

                     About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Pachulski Stang Ziehl & Jones LLP represents the Official
Committee of Unsecured Creditors.  The Committee tapped to retain
Fenwick & West LLP as its special tax and claims counsel, Imperial
Capital, LLC, as its investment banker and financial advisor.

Dewey & LeBoeuf represented the statutory committee of equity
security holders before Dewey's bankruptcy filing in May 2012.
Proskauer Rose LLP later replaced Dewey.  The committee also has
retained Campbells as Cayman Islands counsel, and Quinn Emanuel
Urquhart & Sullivan, LLP as its conflicts counsel.  Alvarez &
Marsal North America, LLC, serves as the committee's financial
advisors.


UPPER DECK: European Arm Files Chapter 15 Petition in Manhattan
---------------------------------------------------------------
Upper Deck International B.V., the European arm of the sports
trading-card company, is asking the United States' recognition of
its Dutch insolvency proceeding.

Upper Deck filed a Chapter 15 bankruptcy petition in Manhattan
(Bankr. S.D.N.Y. Case No. 12-14294) on Oct. 18.  Loes A. van
Kooten-Hendriks, the company's insolvency administrator, signed
the bankruptcy petition.

UDI was in the business of, inter alia, publishing, producing and
distributing, as well as wholesale trading in, sports and
amusement cards and stickers, in particular collectable trading
cards, and acquiring capitalizing upon patents, trade names and
trademarks.

According to court filings, UDI encountered financial difficulties
because of a protracted conflict among its beneficial
shareholders, and because it was unable to extend agreements with
various contractual counterparties as a result of Konami Digital
Entertainment BV's attempt to terminate the distributorship
agreement, which led to the loss of exclusive manufacturing, sale
and distribution rights.  As a consequence and also due to
external economic conditions, sales declined dramatically.

In February 2012, the Dutch Court entered a judgment granting UDI
"provisional suspension of payments" under the Dutch Bankruptcy
Act.  The Dutch Court later entered a judgment declaring UDI
bankrupt and appointed Mr. Kooten-Hendricks as insolvency
administrator.  UDI has ceased its business.

The insolvency administrator is aware of at least two assets of
UDI located within the territorial jurisdiction of the United
States.  Prior to the petition for recognition, UDI entered into
an agreement to sell certain of its assets to Hasbro, Inc.  The
administrator asserts that UDI is entitled to payments under the
sale agreement, which rights the administrator seeks to monetize
as part of the Chapter 15 proceeding.  UDI is also a plaintiff in
litigation pending in the U.S. District Court for the Southern
District of California (Case No. 3:11-cv-017141-LAB-KSC) against
Upper Deck Company (California) and Upper Deck Company (Nevada)
for the two defendant-companies' alleged counterfeiting products
that caused Konami to terminate their lucrative agreement.  UDI is
seeking monetary damages against the two companies and their
ultimate owner, Richard McWilliam.

The Debtor is estimated to have at least $50 million in assets and
liabilities up to $50,000.

Judge Stuart M. Bernstein presides over the Chapter 15 case.


UPPER DECK: Chapter 15 Case Summary
-----------------------------------
Chapter 15 Debtor: Upper Deck International B.V.
                   Loes A. van Kooten-Hendriks,
                   as Insolvency Administrator
                   HJ Advocaten B.V
                   Oranje Nassaulaan 53
                   1075 AK Amsterdam
                   The Netherlands

Chapter 15 Case No.: 12-14294

Chapter 15 Petition Date: October 18, 2012

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Chapter 15 Debtor's Counsel: David Farrington Yates, Esq.
                             Oscar N. Pinkas, Esq.
                             SNR DENTON US LLP
                             1221 Avenue of the Americas
                             24th Floor
                             New York, NY 10020
                             Tel: (212) 768-6700
                             Fax: (212) 768-6800
                             E-mail:
                             farrington.yates@snrdenton.com
                             oscar.pinkas@snrdenton.com

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

Estimated Debts: $0 to $50,000

The petition was signed by Loes A. van Kooten-Hendriks.


US FOODS: Moody's Confirms 'B3' CFR/PDR; Outlook Stable
-------------------------------------------------------
Moody's Investors Service confirmed all ratings of US Foods, Inc.,
including the B3 corporate family rating, and assigned a stable
outlook. This concludes the review for downgrade that commenced on
July 13, 2012.

Ratings confirmed include:

Corporate family rating at B3

Probability of default at B3

$701 million senior secured term loan due 2014 at B3 (LGD3, 47%)

$421 million senior secured term loan due 2017 at B3 (LGD3, 47%)

$400 million senior unsecured notes due 2019 at Caa2 (LGD5, 85%)

$521 million senior subordinated notes due 2017 at Caa2 (LGD6,
93%)

Rating Rationale

"The confirmation of the B3 corporate family rating recognizes the
progress the company has recently made towards the
refinancing/repayment of its various debt maturities, which
results in an improved liquidity profile," stated Moody's Senior
Analyst Charlie O'Shea. "There remains a $700 million term loan
maturing in July 2014, the expeditious refinance of which is a key
credit issue."

US Foods' (USF) B3 Corporate Family and Probability of Default
ratings reflect the company's highly leveraged capital structure
and weak credit metrics. The ratings also reflects Moody's
assumption that these metrics will continue to show only modest
incremental improvement over the next 12 months given an
aggressive financial policy and the fact that much of the
company's cash flows go to service debt and fund capital
expenditures. USF's liquidity profile, which is a key ratings
consideration for the company, though improved due to the
successful extension of the ABS facility and repayment of the CMBS
facility, remains constrained by the upcoming $700 million term
loan maturing in July 2014. Current ratings reflect Moody's
expectation that USF will execute the refinance of this term loan
within a reasonable time period. Positive ratings consideration is
given to the company's sound execution ability and its formidable
market position, with a solid and defensible number two share
behind market leader Sysco, balanced by the increasingly
competitive environment led by specialized niche operators such as
Restaurant Depot.

The stable rating outlook is based on Moody's expectation that
USF's credit metrics will continue to incrementally improve to a
level that is more representative of the current B3 rating and
that the company will successfully refinance the $700 million term
loan maturing in July 2014 in a reasonable time frame. The stable
outlook also reflects Moody's view that the company's qualitative
factors -- a solid franchise and market position, growing private
label percentage, and stable, though low, margins -- help to
balance out its weak quantitative profile. At present, there is
minimal upward pressure on the company's ratings given its highly
leveraged profile and the aggressive financial policy mandated by
its sponsors. Absent a significant improvement in operations,
Moody's expects only modest improvements in credit metrics.
Quantitatively, an upgrade could occur if debt/EBITDA sustains at
6 times, EBITA/interest remains above 1.50 times, and financial
policy remains tempered. In the event the company's overall
liquidity profile deteriorates, which includes the failure to
execute the refinance of the $700 million term loan in a timely
manner, the ratings could be downgraded. Also, if credit metrics
do not improve such that debt/EBITDA begins making tangible
progress towards 7 times, or if EBITA/interest falls below 1.25
time, ratings could be downgraded.

The principal methodology used in rating US Foods' was the Global
Retail Industry Methodology published in June 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


W.R. GRACE: Has Accord With Dairyland Insurance
-----------------------------------------------
W.R. Grace & Co. and its debtor affiliates ask Judge Judith
Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware to approve a settlement agreement with Dairyland
Insurance Company.

Dairyland issued a single policy of excess liability insurance
that provided, or is alleged to provide, insurance coverage to
Grace for expenses and losses arising out of asbestos-related
claims.  The Subject Policy was issued for the policy period from
June 30, 1983, to June 30, 1984, and provides coverage in the
total amount of $2 million in the aggregate for products and
completed operations.  The Subject Policy is part of a quota share
layer of $75 million, which attaches excess of $75 million in
underlying limits.

Grace has incurred -- and Grace and the Asbestos PI Trust may
incur in the future -- certain liabilities, expenses and losses
arising out of asbestos-related claims, for which Grace seeks
coverage under the Subject Policy.  Disputes have arisen between
Grace and Dairyland regarding their rights and obligations under
the Subject Policy with respect to coverage for asbestos-related
claims.

The Plan of Reorganization contemplates that Asbestos Personal-
Injury Claims will be enjoined and channeled to the Trust.  If
established as proposed, the Trust will process and resolve
Asbestos PI Claims pursuant to the Asbestos PI Trust Distribution
Procedures.  The Plan further contemplates that Asbestos Insurance
Rights, including rights to coverage under the Subject Policy, are
to be transferred to the Trust on the Effective Date, to be used
to fund payment of Asbestos PI Claims.

Under the agreement, the parties agreed that Dairyland will pay
$2 million to the Trust within 30 days of the "trigger date" as
provided for in the agreement.  The Agreement includes a complete,
mutual release of all claims under the Subject Policy and is
structured as a sale of property pursuant to Section 363 of the
Bankruptcy Code.

The Agreement further provides that if the Plan goes effective,
the Trust, at its own expense, will enforce the Asbestos PI
Channeling Injunction with respect to Asbestos PI Claims subject
to the Asbestos PI Channeling Injunction that are asserted against
Dairyland under the Subject Policy, provided, however, that the
Trust's obligation in this respect is limited to the Settlement
Amount.

A full-text copy of the Dairyland Agreement dated Oct. 15, 2012,
is available for free at:

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

A hearing on the request is set for Nov. 26, 2012.  Objections are
due no later than Nov. 9.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or  215/945-7000)


W.R. GRACE: Proposes to Increase SC&H Expense Cap to $2.0-Mil.
--------------------------------------------------------------
W.R. Grace & Co. and its affiliates ask the Court to further amend
the order approving employment of ordinary course professionals,
and the procedures governing payment of OCPs to increase the Total
Expenditure Cap to $2.0 million for SC&H State & Local Tax.

The Debtors also seek authority, in the event that SC&H's
expenditures exceed the $2.0 million Total Expenditure Cap prior
to the Plan of Reorganization's Effective Date, to raise the cap
by up to an additional $400,000 upon 10 days' written notice to
the U.S. Trustee and counsel for the statutory committees and
future claims representatives.

SC&H provides W.R. Grace & Co. with a wide range of tax consulting
services, including:

   * Conducting "reverse audits" of real property, personal
     property, sales and use taxes paid to several of the states
     in which Grace does business.  These audits have resulted in
     the Debtors recovering significant tax refunds over the past
     several years;

   * Annually preparing and filing approximately 85 personal
     property tax returns in 20 states; and

   * Analyzing and advising the Debtors regarding the tax aspects
     of real estate projects and negotiations and special
     projects and proposed business transactions and ventures.

According to Adam Paul, Esq., at Kirkland & Ellis LLP, in Chicago,
SCH&H is nearing the current Total Expenditure Cap, although their
monthly fees and expenses each remain well below the $50,000
monthly cap.  SC&H billed Grace approximately $292,250 over the
four quarters ending on Sept. 30, 2012.  As of that date, SC&H's
total expenditure since the Petition Date was approximately
$1,499,614.  At an average of approximately $73,800 per month, the
Debtors expect SC&H to exceed the Total Expenditure Cap in the
first quarter of 2013, Mr. Paul tells the Court.  By raising the
cap to $2.0 million, at the present rate of expenditure, the
Debtors do not expect that SC&H will approach the new cap until
well into 2014, he adds.

Mr. Paul says the Total Expenditure Cap for all other
professionals will remain at $1.6 million as set forth in the OCP
Order dated Nov. 11, 2011, and that order will remain otherwise
unaffected in all respects.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or  215/945-7000)


W.R. GRACE: Ethical Wall Between Smith and Orrick Lawyers Set
-------------------------------------------------------------
David Austern, the legal representative for future asbestos
claimants appointed in W.R. Grace's case, previously obtained
approval to hire Orrick Herrington & Sutcliffe LLP as bankruptcy
counsel.

The FCR previously had Swidler Berlin LLP as bankruptcy counsel
but sought to hire Orrick after Roger Frankel, Richard Wyron,
Jonathan Guy, Debra Felder, and other lawyers from Swidler joined
Orrick.

Recently, Roger Frankel, Esq., at Orrick, Herrington & Sutcliffe
LLP, in Washington, D.C., disclosed in a supplemental declaration
that David Smith, Esq., has joined the firm as an attorney in the
litigation department of the Washington DC office.

Prior to attending law school, Mr. Smith was employed as a
paralegal at Caplin & Drysdale Chartered, which currently
represents the Official Committee of Asbestos Personal Injury
Claimants appointed in these chapter 11 cases.  From March 2004 to
July 2009, while employed at Caplin, Mr. Smith assisted certain
Caplin attorneys on certain litigation matters in the Debtors'
Chapter 11 cases.

Although there is no conflict between Orrick's employment of Mr.
Smith as an attorney at Orrick and Orrick's continuing
representation of the PI FCR in these bankruptcy cases, out of an
abundance of caution, Orrick has established an ethical wall
between Mr. Smith and the Orrick lawyers and legal assistants
working on these cases.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of W.R. Grace
& Co. and its debtor affiliates' Plan of Reorganization.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

On April 20, 2012, the company filed a motion with the Bankruptcy
Court to approve definitive agreements among itself, co-proponents
of the Plan, BNSF railroad, several insurance companies and the
representatives of Libby asbestos personal injury claimants, to
settle objections to the Plan.  Pursuant to the agreements, the
Libby claimants and BNSF would forego any further appeals to the
Plan.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or  215/945-7000)


WASHINGTON MUTUAL: Former Officers Face Resistance to Bonus Claims
------------------------------------------------------------------
Jacqueline Palank at Dow Jones' Daily Bankruptcy Review reports
that about a dozen former Washington Mutual Inc. officers are
facing pushback to their bid to recover nearly $3.8 million in
bonuses they earned before the collapse of the company's bank, the
biggest bank failure in U.S. history.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent
$232.8 million on bankruptcy professionals since filing its
Chapter 11 case in September 2008.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WAVE SYSTEMS: To Raise $3.3-Mil. in Registered Direct Offering
--------------------------------------------------------------
Wave Systems Corp. has entered into agreements with certain
institutional investors for a registered direct placement of
approximately 3,324,750 shares of its Class A common stock at a
price of $1.0025 per share, yielding gross proceeds of
$3,333,062.  Additionally, investors in the offering will receive
five-year warrants to purchase an aggregate of 1,662,375 shares of
Wave's Class A common stock for $0.94 per share.  The net proceeds
of the financing will be used to fund Wave's ongoing operations.

The offering is expected to close on or about Oct. 23, 2012,
subject to the satisfaction of customary closing conditions.

Dawson James Securities, Inc., acted as exclusive placement agent
in connection with the offering.

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

The Company reported a net loss of $10.79 million in 2011, a
net loss of $4.12 million in 2010, and a net loss of $3.34 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $24.59
million in total assets, $19.26 million in total liabilities and
$5.32 million in total stockholders' equity.

                           Going Concern

The Company said in its annual report for the year ended Dec. 31,
2011, that it will be required to sell additional shares of common
stock, preferred stock, obtain debt financing or engage in a
combination of these financing alternatives, to raise additional
capital to continue to fund its operations for the twelve months
ending Dec. 31, 2012.  If Wave is not successful in executing its
business plan, it will be required to sell additional shares of
common stock, preferred stock, obtain debt financing or engage in
a combination of these financing alternatives or it could be
forced to reduce expenses which may significantly impede its
ability to meet its sales, marketing and development objectives,
cease operations or merge with another company.  No assurance can
be provided that any of these initiatives will be successful.  Due
to its current cash position, capital needs over the next year and
beyond, and the uncertainty as to whether it will achieve its
sales forecast for its products and services, substantial doubt
exists with respect to Wave's ability to continue as a going
concern.


WAYSIDE SCHOOLS: S&P Gives 'BB+' Rating on $719MM Revenue Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
rating to Travis County Cultural Education Facilities Corp.,
Texas' $13.15 million series 2012A education revenue bonds,
$700,000 series 2012B taxable education revenue bonds, and $6.10
million series 2012Z bonds taxable education revenue bonds
(direct-pay qualified zone academy bonds) issued for Wayside
Schools Inc. (Wayside). The outlook is stable.

"The rating reflects our view of Wayside's historical operating
surpluses, strong academic profile, healthy liquidity, and
adequate pro forma maximum annual debt service coverage," said
Standard & Poor's credit analyst Kevin Holloran.

The 'BB+' rating further reflects S&P's view of Wayside's:

    Long operating history;

    History of growing enrollment, bolstered by a strong
     retention rate and academic profile;

    Good liquidity for the sector, as measured by 118 days' cash
     on hand as of June 30, 2012 (audited fiscal year-end);

    Consistently positive operating surpluses;

    Good relationship with the charter authorizer, Texas
    Education Agency, with one successful charter renewal and a
    10-year renewal anticipated with the expiration of the
    current charter in 2014; and

    New management team that is working to build a stable yet
    growing headcount and financial profile.

"The stable outlook reflects our view that the school will
maintain its demand profile, strong academic performance,
liquidity position, and good cash reserves," S&P said.


WINDSOR FINANCING: Moody's Rates $246-Mil. Term Loan 'Ba2'
----------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Windsor
Financing, LLC's proposed issuance of $246 million in a senior
secured Term Loan B due 2019. The outlook is stable.

Ratings Rationale

This transaction represents a refinancing of the existing senior
secured debt due 2017 and the subordinated debt due 2016. The
refinancing will allow Windsor to improve its credit metrics by
reducing mandatory debt service, take advantage of the currently
low interest rate environment and extend the financing tenor
through the start of the Northern Virginia Electric Cooperative
(NOVEC; NR) power purchase agreements (PPAs). These PPAs start
when the current PPAs expire with Virginia Electric Power Company
(VEPCO: A3; stable).

Proceeds will also be used to pay accrued interest on the
subordinated debt, pay a projected make whole premium, fund a 6-
month debt service reserve, fund the VEPCO PPA LC requirement,
pre-fund for the next few years a capex and major maintenance
reserve and pay related fees and expenses associated with the
transaction.

Windsor Financing, LLC is a special purpose entity established to
own Spruance Genco, LLC and Edgecombe Genco, LLC, which own the
Spruance and Edgecombe power plants, respectively. Spruance
(Virginia) and Edgecombe (North Carolina) are coal-fired, electric
and steam generating plants and have a combined generating
capacity of approximately 330 megawatts. The facilities operate as
Qualifying Facilities under Public Utility Regulatory Policies Act
("PURPA") and currently sell their electricity to VEPCO, a
subsidiary of Dominion Resources, Inc. (Baa2; stable). Both sell
their steam output to manufacturing facilities.

The rating reflects the long-term, fully contracted nature of the
cash flows with load serving entities, supported first by the
VEPCO and then the NOVEC contracts. The VEPCO PPAs expire in 2015
(for the Edgecombe plant) and 2017 (for the Spruance plant). The
NOVEC contracts expire in 2029. In addition, the rating reflects
Moody's view that the coal quality issues and associated higher
operating costs, which have vexed Spruance and Edgecombe since the
2008/09 timeframe, have now been satisfactorily resolved and are
behind them. In 2010, EIF hired PPMS to be the asset manager, NAES
to be the operator and Pace Global to be the fuel manager. These
steps have improved the plant's fuel management system and
addressed inconsistent delivery of physical fuel quality. There
have been no significant operational or fuel quality issues since
2010. These steps as well as the lower mandatory debt service
associated with the Term Loan B structure should enable Windsor to
produce metrics commensurate with its new Ba2 rating.

The rating also reflects structural features that include a 1%
scheduled amortization with a cash sweep up to a target debt
balance that is forecasted to result in 25% deleveraging of the
$246 million beginning debt balance to $185 million at maturity in
2019. Although the cash sweep can be up to 100% in order to
achieve the target debt balance, the effective sweep each year is
actually much lower as the targeted deleveraging at maturity is
only 25%. Refinancing should be manageable, however, as the cash
flows at that point remain fully contracted under the NOVEC
contracts, which run to 2029. Structural features also include a
6-month debt service reserve, a pre-funded capex and major
maintenance reserve sufficient to fund accelerated capex and major
maintenance over the next several years, a cash flow waterfall and
security in the underlying assets.

The stable outlook reflects the expectation that the proposed
refinancing facility with its lower levels of annual required debt
service will produce stable credit metrics commensurate with the
rating. The outlook further considers manageable refinancing risk
and incorporates expectations that the plants will continue to be
operated and managed in a way consistent with the last few years.

The rating is unlikely to be upgraded, at least in the near term,
given the potential for cash flow volatility resurfacing in annual
financial results given the imperfections that remain in the VEPCO
PPAs around the manner in which the project is compensated for
energy. While the refinancing has reduced the possibility for such
cash flow volatility to re-emerge, the risk has not been
eliminated and remains a constraining factor on the rating.

The rating comes under downward pressure if the assets incur
operating problems, if the financial metrics measure below
expectations or if Windsor does not achieve forecasted debt
reduction levels.

The last rating action on Windsor occurred on April 11, 2012, when
the project's ratings were downgraded to B1/Caa1. The B1 rating on
the existing senior secured debt due 2017 and the Caa1 rating on
the subordinated debt due 2016 will be withdrawn upon the closing
of the refinancing.

Windsor is 100% owned by funds (and associated co-investors)
managed by Energy Investors Funds (EIF), a private equity fund
manager dedicated exclusively to the independent power and
electric utility industry. Since its inception in 1987, EIF has
raised more than $5.0 billion in equity capital and currently
manages multiple private equity funds from its offices in Boston,
New York, and San Francisco.

The principal methodology used in rating this issuer was Power
Generation Projects, published in December 2008, which can be
found at www.moodys.com in the Credit Policy & Methodologies
directory, in the Ratings Methodologies subdirectory. Other
methodologies and factors that may have been considered in the
process of rating this issuer can also be found in the Credit
Policy & Methodologies directory.


ZACKY FARMS: Has 7-Member Unsecured Creditors' Committee
--------------------------------------------------------
August B. Landis, the Acting United States Trustee, has appointed
seven members to the official committee of unsecured creditors in
the Chapter 11 case of Zacky Farms, LLC.  The Committee members
are:

                               Claim Amount      Claim Amount
                               Asserted by the   Scheduled by
     Committee Member          Member-Creditor   the Debtor
     ----------------          ---------------   ------------
Western Milling, LLC                $6,573,910     $6,573,910
Attn: Mark La Bounty
P.O. Box 1029
Goshen, CA 93227
Tel: (559) 302-1685
E-mail: mlabounty@westernmilling.com

Foster Farms, LLC                   $2,575,101     $1,288,181
Foster Poultry Farms
Attn: Jana L. Owens
P.O. Box 198
1333 Swan Street
Livingston, CA 95334
Tel: (209) 398-6750
E-mail: jana.owens@fosterfarms.com

Associated Feed & Supply              $654,328       $184,591
Attn: Scott Tyson
P.O. Box 2367
Turlock, CA 95381
Tel: (209) 667-2708
E-mail: scottt@associatedfeed.com

Sealed Air Corporation (Cryovac)      $475,657       $243,455
Attn: Michael Wallace
P.O. Box 464
Duncan, SC 29334
Tel: (864) 433-2465
E-mail: michael.wallace@sealedair.com

Axis Media Management Inc.            $442,242       $278,470
Attn: Tony Naish
30495 Canwood St, Suite 211
Agoura Hills, CA 91301
Tel: (818) 264-1555
E-mail: tony@axismedia.org

Gahvejian Enterprises, Inc.           $400,000       $296,616
dba Mid Valley Packaging & Supply Co.
Attn: Carrie Gahvejian
2004 S. Temperance Avenue
Fowler, CA 93625-9759
Tel: (559) 834-5956
E-mail: carrieg@mvpsupply.com

International Paper Company           $352,223       $153,239
Attn: Vic Kawamura
1002 15th St SW, Suite 200
Auburn, WA 98001
Tel: (253) 288-4620
E-mail: vic.kawamura@ipaper.com

The Acting U.S. Trustee is represented by:

          Allen C. Massey, Esq.
          Antonia G. Darling, Esq.
          UNITED STATES DEPARTMENT OF JUSTICE
          Office of the United States Trustee
          501 "I" Street, Suite 7-500
          Sacramento, CA 95814
          Tel: (916) 930-2100
          Fax: (916) 930-2099
          E-mail: al.c.massey@usdoj.gov

                         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.


* Moody's Says US Corporate Family Defaults Down in Q3 2012
-----------------------------------------------------------
US corporate family defaults have declined for a third consecutive
quarter as accommodative credit markets continue to fund
speculative-grade companies, Moody's Investors Service says in the
latest edition of its quarterly US Corporate Default Monitor.

There were six defaults representing more than $3 billion of debt
among Moody's-rated US non-financial corporate families during the
third quarter of 2012, compared with a recent peak of 16 in the
fourth quarter of 2011.

In addition, Moody's default rate forecast remains low. "The US
speculative-grade default rate was 3.5% at the end of the third
quarter, and we expect it to peak at 3.9% this month before
declining to 2.8% in May 2013," says Senior Vice President Lenny
Ajzenman. "This is well below the late-2009 cyclical peak of more
than 14% and the average since 1992 of 4.6%."

Among the low-rated companies that have recently accessed the debt
markets to borrow and refinance pending maturities are HD Supply,
Inc., which completed an unsecured note offering to refinance 2015
maturities, and Ply Gem Industries, Inc., which completed an
offering to refinance certain 2014 maturities. "Speculative-grade
companies overall continue to have healthy liquidity levels and
market access," Ajzenman says, "with Moody's Liquidity-Stress
Index remaining unchanged at 3.5% as of mid-October."

Bankruptcy was the most common type of default during the third
quarter. Of the quarter's six defaults, three were bankruptcy
filings, two were missed payments and one was a distressed
exchange. Defaults spanned industries, occurring in the energy,
chemicals, telecommunications, healthcare and retail sectors.

The largest defaulter during the third quarter was offshore oil
and gas exploration and production company ATP Oil & Gas
Corporation. The firm defaulted on more than $1.8 billion of debt
in connection with its August 2012 bankruptcy filing. Coal
producer Patriot Coal Corporation also defaulted, on $450 million
of debt in connection with its July bankruptcy filing, as did
local exchange carrier Broadview Networks Holdings, Inc., which
defaulted on more than $300 million of debt in connection with its
August filing.

The one distressed exchange during the past quarter was undertaken
by Bon-Ton Stores Inc. The firm swapped $330 million of new senior
secured notes due 2017 for $330 million of its unsecured notes due
2014. Moody's expects distressed exchanges to remain a common
restructuring strategy, with junior bondholders agreeing to
exchanges rather than risk low recovery in a bankruptcy and
private equity sponsors seeking to preserve ownership and buy time
to restore value to equity capital.


* Stutman Treister Opens NY Office, Brings Back Mike Goldstein
--------------------------------------------------------------
Stutman, Treister & Glatt, P.C. (ST&G), one of the nation's
preeminent boutique bankruptcy law firms, disclosed the expansion
of its national practice with the opening of a New York office and
the hiring of leading bankruptcy attorneys Michael H. Goldstein,
who is rejoining ST&G after a brief time with Greenberg Traurig,
and William P. Weintraub, who most recently began a bankruptcy
practice at a nationally prominent litigation firm, and prior to
that was a senior partner with Pachulski Stang Ziehl & Jones.

"Having spent a substantial part of my career at Stutman, I can
attest first-hand to the quality of the attorneys, the incredible
work product and the impeccable client service this storied firm
has consistently produced over the last 60 years"

"Today's announcement marks a very exciting time for our firm,"
said Stutman Senior Shareholder Isaac Pachulski.  "With a presence
in New York, we will be better able to serve our clients who are
involved in complex bankruptcy cases taking place on the East
Coast.  This effort will be led by a top-flight team of bankruptcy
experts, and we have every confidence that under the steady
leadership of Bill and Michael, our long tradition of excellence
will continue to flourish."

"Stutman, Treister & Glatt is one of the most respected and
recognized firms within the bankruptcy and restructuring world,"
said Weintraub.  "The chance to be an integral part of this
expansion was extremely compelling and I believe opens up a
variety of opportunities for the firm to further its involvement
in some of the most high profile and influential bankruptcy and
restructuring cases going forward."

Weintraub is renowned for his creative and business-oriented
approach to complex restructuring matters. He has represented
debtors and creditors in prominent bankruptcy cases across the
country including Dewey & LeBoeuf, Tribune Company, Lyondell
Chemical, Madoff Securities and Quigley Company.

"Having spent a substantial part of my career at Stutman, I can
attest first-hand to the quality of the attorneys, the incredible
work product and the impeccable client service this storied firm
has consistently produced over the last 60 years," said Goldstein.

Goldstein is widely considered one of the top restructuring
lawyers in the country, bringing more than two decades of
experience representing debtors, bondholders, hedge funds and
acquirers of distressed assets in complex corporate bankruptcies
and out-of-court restructurings.  Goldstein has recently been
involved in the chapter 11 cases of CDC Corporation, Daphne's
Greek Restaurants, DBSI and Jefferson County, Alabama.

Also joining ST&G's New York office will be Eamonn O'Hagan, Greg
Fox and Kizzy Jarashow, each of whom practiced with Weintraub at
his former firm, and have extensive experience representing
debtors and creditors in bankruptcy matters across varied
industries. Veteran ST&G attorney Margreta Morgulas, who first
joined ST&G in 2001 and has practiced in New York since 2006, will
also be based in the New York office.

                 About Stutman, Treister & Glatt

Since 1948, Stutman, Treister & Glatt, P.C. --
http://www.stutman.com/-- a boutique law firm, has been
specializing in business bankruptcy, corporate restructuring, and
insolvency-related litigation.  The firm has offices in Los
Angeles and New York.


* U.K. Supreme Court Won't Enforce U.S. Default Judgments
---------------------------------------------------------
Bloomberg News' Erik Larson in London reports that Britain's top
court decided for the first time that U.S. bankruptcy rulings
against debtor companies that don't appear in court to defend
themselves can't be recognized in the U.K.

According to Bloomberg, the U.K. Supreme Court ruled in London
that allowing so-called default judgments from the U.S. and other
countries to be recognized in Britain would be a "radical
departure" from current law and detrimental to domestic business.

Bloomberg says the U.K. Supreme Court case involves a $10 million
default judgment in New York against Eurofinance SA, a bankrupt
sales-promotion company based in the British Virgin Islands.  A
trustee for Eurofinance had sought to enforce a New York judgment
in England, where the people associated with the company live.

The ruling "benefits businesses or individuals in the U.K. who
might otherwise be obliged to attend litigation proceedings in the
U.S., or indeed anywhere else in the world, that arise in a
bankruptcy," said Patrick Elliot, a lawyer with Brown Rudnick LLP
in London, who represented Eurofinance.

                    Setback for Madoff Trustee

Bloomberg says the the ruling is a setback for Irving Picard, the
trustee for jailed con man Bernard L. Madoff's firm.  While he
wasn't a party in the case, he filed court papers promoting the
recognition of U.S. judgments in Britain as he seeks to enforce
three New York rulings totaling $1.25 billion in courts in
Gibraltar and the Cayman Islands, which are influenced by U.K.
law.

"This judgment will make large cross-border insolvencies more
difficult," said Nick Herrod, a lawyer with Allen & Overy LLP in
London, who isn't involved in the case, according to the Bloomberg
report.  "It's disappointing because it's pushing against the
tide" of recent cases that were "building quite a bit of
momentum."

Bloomberg says Amanda Remus, a Picard spokeswoman, declined to
comment.

According to Bloomberg, all three of Mr. Picard's cases were
adjourned to await the U.K. Supreme Court's ruling, according to
the judgment.  The Supreme Court said it didn't make any findings
in relation to the Madoff cases, and the entities sued by Mr.
Picard also filed court papers to make their arguments.


* 6th Circuit Appoints Schaaf as E.D. Kentucky Bankruptcy Judge
---------------------------------------------------------------
The Sixth Circuit Court of Appeals appointed Bankruptcy Judge
Gregory R. Schaaf to a fourteen-year term of office in the Eastern
District of Kentucky, Lexington, effective October 1, 2012. (vice,
Scott)

          Honorable Gregory R. Schaaf
          United States Bankruptcy Court
          100 East Vine Street, Suite 200
          Lexington, KY 40507
          Telephone: 859-233-2814
          Fax: 859-233-2676

          Term expiration: September 30, 2026


* 9th Circuit Appoints Latham as S.D. Calif. Bankruptcy Judge
-------------------------------------------------------------
The Ninth Circuit Court of Appeals appointed Bankruptcy Judge
Christopher B. Latham to a fourteen-year term of office in the
Southern District of California, San Diego, effective, October 1,
2012, (Bowie).

          Honorable Christopher B. Latham
          United States Bankruptcy Court
          U.S. Bankruptcy Court
          325 West F Street
          San Diego, CA 92101
          Telephone: (619) 557-7570
          Fax: (619) 557-5298

Law Clerks: Brian Hayag
            Telephone: (619) 557-7419
            Matt Stephens
            Telephone: (619) 557-7422

Term Expiration: September 30, 2026


* 9th Cir. Appoints Gary Sparker as Alaska Bankruptcy Judge
-----------------------------------------------------------
The Ninth Circuit Court of Appeals appointed Bankruptcy Judge
Gary A. Sparker, to a fourteen-year term of office in the District
of Alaska, Anchorage, effective October 4, 2012 (vice, Ross).

          Honorable Gary A. Sparker
          United States Bankruptcy Court
          605 W. 4th Ave. Ste. 138
          Anchorage, AK 99501
          Telephone: (907) 271-2667
          Fax: (907) 271-2692

          Clerks: Amy McFarlane
                  Career Law Clerk
                  Telephone: (907) 271-2621

                  Sue VanSchooten
                  Judicial Assistant
                  Telephone: (907) 271-2618

        Term expiration: October 3, 2026


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Nader Haghnazarzadeh
   Bankr. C.D. Calif. Case No. 12-19082
      Chapter 11 Petition filed October 12, 2012

In re Jeffrey Morgan
   Bankr. C.D. Calif. Case No. 12-44548
      Chapter 11 Petition filed October 12, 2012

In re Diana Klaric
   Bankr. D. Conn. Case No. 12-32300
      Chapter 11 Petition filed October 12, 2012

In re Jessica Kehl
   Bankr. N.D. Fla. Case No. 12-50495
      Chapter 11 Petition filed October 12, 2012

In re Carpenter Road Self-Storage, LLC
   Bankr. M.D. Ga. Case No. 12-71425
     Chapter 11 Petition filed October 12, 2012
         See http://bankrupt.com/misc/gamb12-71425.pdf
         represented by: Rodney L. Allen, Esq.
                         ALLEN, FOREHAND & ADAMS, LLP
                         E-mail: kmills@moultriega.net

In re Kirk Hudson
   Bankr. N.D. Ill. Case No. 12-40684
      Chapter 11 Petition filed October 12, 2012

In re Washworks Tropicana LLC
   Bankr. D. Nev. Case No. 12-21658
     Chapter 11 Petition filed October 12, 2012
         See http://bankrupt.com/misc/nvb12-21658.pdf
         Filed as Pro Se

In re G.G.M. Fitness Management, Inc.
        dba Gold's Gym Middletown
   Bankr. S.D.N.Y. Case No. 12-37578
     Chapter 11 Petition filed October 12, 2012
         See http://bankrupt.com/misc/nysb12-37578.pdf
         represented by: Thomas Genova, Esq.
                         GENOVA & MALIN
                         E-mail: genmallaw@optonline.net

In re Angel Academy, LLC
   Bankr. W.D. Pa. Case No. 12-25067
     Chapter 11 Petition filed October 12, 2012
         See http://bankrupt.com/misc/pawb12-25067.pdf
         represented by: Christopher M. Frye, Esq.
                         STEIDL & STEINBERG
                         E-mail: chris.frye@steidl-steinberg.com

In re John Weckesser
   Bankr. M.D. Tenn. Case No. 12-09355
      Chapter 11 Petition filed October 12, 2012
In re Linda Tronoff
   Bankr. D. Ariz. Case No. 12-22575
      Chapter 11 Petition filed October 15, 2012

In re Quest Academy, Inc.
   Bankr. C.D. Calif. Case No. 12-44627
     Chapter 11 Petition filed October 15, 2012
         See http://bankrupt.com/misc/cacb12-44627.pdf
         represented by: Richard H. Gibson, Esq.
                         E-mail: RickGibsonLaw@gmail.com

In re Morufu Akinbile
   Bankr. C.D. Calif. Case No. 12-44659
      Chapter 11 Petition filed October 15, 2012

In re Norio Sugano
   Bankr. N.D. Calif. Case No. 12-57462
      Chapter 11 Petition filed October 15, 2012

In re Bay 2 Bay Area Holding Group, LLC
   Bankr. M.D. Fla. Case No. 12-15592
     Chapter 11 Petition filed October 15, 2012
         See http://bankrupt.com/misc/flmb12-15592.pdf
         Filed as Pro Se

In re Brad Hertz
   Bankr. S.D. Fla. Case No. 12-34714
      Chapter 11 Petition filed October 15, 2012

In re Claridge Corp.
   Bankr. D. Mass. Case No. 12-18323
     Chapter 11 Petition filed October 15, 2012
         See http://bankrupt.com/misc/mab12-18323.pdf
         represented by: Jeffrey M. Frankel, Esq.
                         LAW OFFICE OF JEFFREY M. FRANKEL
                         E-mail: jmfbky@yahoo.com

In re Reginald D. Sharpe, D.O., P.C.
        dba Sharpe Family Planning
            Women's Advisory Center
   Bankr. E.D. Mich. Case No. 12-63023
     Chapter 11 Petition filed October 15, 2012
         See http://bankrupt.com/misc/mieb12-63023p.pdf
         See http://bankrupt.com/misc/mieb12-63023c.pdf
         represented by: Kimberly Ross Clayson, Esq.
                         SCHNEIDER MILLER, PC
                         E-mail: kclayson@schneidermiller.com

In re National Sign & Signal Co.
   Bankr. W.D. Mich. Case No. 12-09123
     Chapter 11 Petition filed October 15, 2012
         See http://bankrupt.com/misc/miwb12-09123.pdf
         represented by: Cody H. Knight, Esq.
                         RAYMAN & KNIGHT
                         E-mail: courtmail@raymanstone.com

In re Ernesto Caro-Orozco
   Bankr. D. Nev. Case No. 12-21736
      Chapter 11 Petition filed October 15, 2012

In re Saad Toma
   Bankr. E.D.N.C. Case No. 12-07372
      Chapter 11 Petition filed October 15, 2012

In re Desserts International, LLC.
   Bankr. E.D. Pa. Case No. 12-19705
     Chapter 11 Petition filed October 15, 2012
         See http://bankrupt.com/misc/paeb12-19705.pdf
         represented by: Joseph Diorio, Esq.
                         SPRINGFIELD LAW
                         E-mail: josephdiorioesq@yahoo.com

In re Cesar Carrero Martinez
   Bankr. D. P.R. Case No. 12-08164
      Chapter 11 Petition filed October 15, 2012

In re Joleigh Ares
   Bankr. W.D. Tex. Case No. 12-12337
      Chapter 11 Petition filed October 15, 2012
In re Dan Watson Construction, Inc.
   Bankr. N.D. Ala. Case No. 12-83317
     Chapter 11 Petition filed October 16, 2012
         See http://bankrupt.com/misc/alnb12-83317.pdf
         represented by: Adam C. Dauro, Esq.
                         Heard Ary, LLC
                         E-mail: adauro@heardlaw.com

In re Watson Properties, LLC
   Bankr. N.D. Ala. Case No. 12-83318
     Chapter 11 Petition filed October 16, 2012
         See http://bankrupt.com/misc/alnb12-83318.pdf
         represented by: Adam C. Dauro, Esq.
                         Heard Ary, LLC
                         E-mail: adauro@heardlaw.com

In re Ponderosa Hills Holding Company, LLC
   Bankr. D. Ariz. Case No. 12-22659
     Chapter 11 Petition filed October 16, 2012
         See http://bankrupt.com/misc/azb12-22659.pdf
         represented by: G. Terris Porter, Esq.
                         The Porter Law Offices
                         E-mail: porterlaw@frontiernet.net

In re Cynthia Barrios
   Bankr. C.D. Calif. Case No. 12-19156
      Chapter 11 Petition filed October 16, 2012

In re Killer Bea Enterprises
        dba The Bea Hive
   Bankr. C.D. Calif. Case No. 12-22017
     Chapter 11 Petition filed October 16, 2012
         See http://bankrupt.com/misc/cacb12-22017.pdf
         represented by: Matthew E. Faler, Esq.
                         Law Offices of Matthew E. Faler
                         E-mail: mfaler@faler-law.com

In re Yermo Water Company, Inc.
   Bankr. C.D. Calif. Case No. 12-33443
     Chapter 11 Petition filed October 16, 2012
         See http://bankrupt.com/misc/cacb12-33443.pdf
         represented by: Timothy L. McCandless, Esq.
                         The Law Offices of Timothy McCandless
                         E-mail: tmlawbksb@hotmail.com

In re Jett Schwindt
   Bankr. D. Colo. Case No. 12-31418
      Chapter 11 Petition filed October 16, 2012

In re Terry Schwindt
   Bankr. D. Colo. Case No. 12-31418
      Chapter 11 Petition filed October 16, 2012
In re Brett Harris
   Bankr. D. Idaho Case No. 12-41439
      Chapter 11 Petition filed October 16, 2012

In re Bolt A Blok, Inc.
   Bankr. S.D. Ind. Case No. 12-12263
     Chapter 11 Petition filed October 16, 2012
         See http://bankrupt.com/misc/insb12-12263.pdf
         represented by: KC Cohen, Esq.
                         KC Cohen, Lawyer, PC
                         E-mail: kc@esoft-legal.com

In re Thomas Korengold
   Bankr. D. Md. Case No. 12-28839
      Chapter 11 Petition filed October 16, 2012

In re Cultural Assets 1, LLC
   Bankr. D.N.M. Case No. 12-13793
     Chapter 11 Petition filed October 16, 2012
         See http://bankrupt.com/misc/nmb12-13793.pdf
         represented by: Jennie D. Behles, Esq.
                         E-mail: filings@jdbehles.com

In re PADDA Hotels LLC
        dba Hampton Inn & Suites
   Bankr. D.N.M. Case No. 12-13786
     Chapter 11 Petition filed October 16, 2012
         See http://bankrupt.com/misc/nmb12-13786p.pdf
         See http://bankrupt.com/misc/nmb12-13786c.pdf
         represented by: R. Trey Arvizu, III, Esq.
                         Arvizulaw.com, Ltd.
                         E-mail: trey@arvizulaw.com

In re 72 Albany Avenue Realty LLC
   Bankr. E.D.N.Y. Case No. 12-76218
     Chapter 11 Petition filed October 16, 2012
         See http://bankrupt.com/misc/nyeb12-76218.pdf
         Filed pro se

In re Super El Noa Noa Corp.
   Bankr. E.D.N.Y. Case No. 12-47318
     Chapter 11 Petition filed October 16, 2012
         See http://bankrupt.com/misc/nyeb12-47318.pdf
         Filed pro se

In re Galata, Inc.
   Bankr. S.D.N.Y. Case No. 12-14271
     Chapter 11 Petition filed October 16, 2012
         See http://bankrupt.com/misc/nysb12-14271.pdf
         represented by: Randall S. D. Jacobs, Esq.
                         Randall S. D. Jacobs, PLLC
                         E-mail: rsdjacobs@chapter11esq.com

In re Green's Cleaners, Inc.
   Bankr. E.D. Pa. Case No. 12-19733
     Chapter 11 Petition filed October 16, 2012
         See http://bankrupt.com/misc/paeb12-19733p.pdf
         See http://bankrupt.com/misc/paeb12-19733c.pdf
         represented by: Hae Yeon Baik, Esq.
                         Baik & Associates PC
                         E-mail: haeyeon.baik@verizon.net

In re Westy's Village, Inc.
   Bankr. M.D. Pa. Case No. 12-06095
     Chapter 11 Petition filed October 16, 2012
         See http://bankrupt.com/misc/pamb12-06095.pdf
         represented by: Robert E. Chernicoff, Esq.
                         Cunningham and Chernicoff PC
                         E-mail: rec@cclawpc.com

In re Vincent Petraglia
   Bankr. W.D. Pa. Case No. 12-25132
      Chapter 11 Petition filed October 16, 2012

In re Darryl Moore
   Bankr. S.D. Tex. Case No. 12-37709
      Chapter 11 Petition filed October 16, 2012

In re Phillip McDaniel
   Bankr. D.V.I. Case No. 12-10013
      Chapter 11 Petition filed October 16, 2012


In re BYB Properties, Inc.
   Bankr. D. Del. Case No. 12-12883
     Chapter 11 Petition filed October 17, 2012
         See http://bankrupt.com/misc/deb12-12883.pdf
         represented by: Dennis A. Meloro, Esq.
                         Greenberg Traurig
                         E-mail: bankruptcydel@gtlaw.com

In re Blues Rock Inn, LLC
   Bankr. M.D. Fla. Case No. 12-06788
     Chapter 11 Petition filed October 17, 2012
         See http://bankrupt.com/misc/flmb12-06788.pdf
         represented by: Taylor J King, Esq.
                         Law Offices of Mickler & Mickler
                         E-mail: court@planlaw.com

In re Georgia Hydraulic Cylinder, Inc.
   Bankr. N.D. Ga. Case No. 12-75987
     Chapter 11 Petition filed October 17, 2012
         See http://bankrupt.com/misc/ganb12-75987.pdf
         represented by: Rodney L. Eason, Esq.
                         The Eason Law Firm
                         E-mail: reason@easonlawfirm.com

In re Capen Hall, LLC
   Bankr. D. Md. Case No. 12-28944
     Chapter 11 Petition filed October 17, 2012
         See http://bankrupt.com/misc/mdb12-28944.pdf
         represented by: Lawrence Joseph Yumkas, Esq.
                         Yumkas, Vidmar & Sweeney, LLC
                         E-mail: lyumkas@yvslaw.com

In re TGAG LLC
   Bankr. D. Nebr. Case No. 12-82354
     Chapter 11 Petition filed October 17, 2012
         See http://bankrupt.com/misc/neb12-82354p.pdf
         See http://bankrupt.com/misc/neb12-82354c.pdf
         represented by: William L. Needler, Esq.
                         William L. Needler & Associates, Ltd.
                         E-mail: williamlneedler@aol.com

In re JMW Realty LLC
   Bankr. E.D.N.Y. Case No. 12-47345
     Chapter 11 Petition filed October 17, 2012
         See http://bankrupt.com/misc/nyeb12-47345.pdf
         represented by: Bruce Weiner, Esq.
                         Rosenberg Musso & Weiner LLP
                         E-mail: rmwlaw@att.net

In re Bonnie Brae Center, Inc.
   Bankr. E.D. Pa. Case No. 12-19804
     Chapter 11 Petition filed October 17, 2012
         See http://bankrupt.com/misc/paeb12-19804.pdf
         represented by: Andrew N. Schwartz, Esq.
                         Law Office of Andrew N. Schwartz
                         E-mail: andrew.schwartz@psinet.com

In re EmsCharts, Inc.
   Bankr. N.D. W.Va. Case No. 12-01385
     Chapter 11 Petition filed October 17, 2012
         See http://bankrupt.com/misc/wvnb12-01385.pdf
         represented by: Aurelius Patrick Robleto, Esq.
                         Robleto Law, PLLC
                         E-mail: apr@robletolaw.com
In re Sheila Hall
   Bankr. D. Ariz. Case No. 12-22842
      Chapter 11 Petition filed October 18, 2012

In re Margherita Arvanites
   Bankr. D. Ariz. Case No. 12-22847
      Chapter 11 Petition filed October 18, 2012

In re River Valley Forestry, LLC
   Bankr. E.D. Ark. Case No. 12-16065
     Chapter 11 Petition filed October 18, 2012
         See http://bankrupt.com/misc/areb12-16065.pdf
         represented by: Brian Christopher Wilson, Esq.
                         BRIAN WILSON LAW FIRM
                         E-mail: bcwlaw@yahoo.com

In re Crecenciano Chavez
   Bankr. E.D. Calif. Case No. 12-18780
      Chapter 11 Petition filed October 18, 2012

In re Rolando Caballero
   Bankr. N.D. Calif. Case No. 12-57530
      Chapter 11 Petition filed October 18, 2012

In re Mountain Sky Group, LLC
   Bankr. D. Colo. Case No. 12-31605
     Chapter 11 Petition filed October 18, 2012
         See http://bankrupt.com/misc/cob12-31605.pdf
         represented by: Kenneth J. Buechler, Esq.
                         BUECHLER LAW OFFICE LLC
                         E-mail: ken@kjblawoffice.com

In re Jack Boyle
   Bankr. M.D. Fla. Case No. 12-06813
      Chapter 11 Petition filed October 18, 2012

In re J.M. Cruz Incorporated
   Bankr. S.D. Fla. Case No. 12-34914
     Chapter 11 Petition filed October 18, 2012
         See http://bankrupt.com/misc/flsb12-34914.pdf
         represented by: Luis G. Musa, Esq.
                         LAW OFFICES OF LUIS G. MUSA
                         E-mail: lgmusalaw@aol.com

In re Danny McMullen
   Bankr. S.D. Fla. Case No. 12-34970
      Chapter 11 Petition filed October 18, 2012

In re Odelaine Santa Cruz
   Bankr. S.D. Fla. Case No. 12-35003
      Chapter 11 Petition filed October 18, 2012

In re Frances Rosentreter
   Bankr. C.D. Ill. Case No. 12-72274
      Chapter 11 Petition filed October 18, 2012

In re Ben-Cal, Inc.
        fka Body Works Phase II
   Bankr. W.D. Mo. Case No. 12-44354
     Chapter 11 Petition filed October 18, 2012
         See http://bankrupt.com/misc/mowb12-44354.pdf
         represented by: Colin N. Gotham, Esq.
                         EVANS & MULLINIX, P.A.
                         E-mail: colin@evans-mullinix.com

In re Mark Ziegler
   Bankr. D. Mont. Case No. 12-61681
      Chapter 11 Petition filed October 18, 2012

In re Lawrenceville Mechanical, Inc.
   Bankr. D. N.J. Case No. 12-35331
     Chapter 11 Petition filed October 18, 2012
         See http://bankrupt.com/misc/njb12-35331.pdf
         represented by: Barry W. Frost, Esq.
                         TEICH GROH
                         E-mail: bfrost@teichgroh.com

In re Philip Marchiondo
   Bankr. C.D. Calif. Case No. 12-45293
      Chapter 11 Petition filed October 19, 2012

In re The 20/Twenty Group, LLC
   Bankr. C.D. Calif. Case No. 12-22184
     Chapter 11 Petition filed October 19, 2012
         See http://bankrupt.com/misc/cacb12-22184.pdf
         Filed pro se

In re David Miller
   Bankr. N.D. Calif. Case No. 12-32968
      Chapter 11 Petition filed October 19, 2012

In re AAA World Floors, Inc.
   Bankr. N.D. Ga. Case No. 12-76135
     Chapter 11 Petition filed October 19, 2012
         See http://bankrupt.com/misc/ganb12-76135.pdf
         represented by: Scott B. Riddle, Esq.
                         E-mail: sbriddle@mindspring.com

In re Olde Savannah Flooring, Inc.
   Bankr. N.D. Ga. Case No. 12-76136
     Chapter 11 Petition filed October 19, 2012
         See http://bankrupt.com/misc/ganb12-76136.pdf
         represented by: Scott B. Riddle, Esq.
                         E-mail: sbriddle@mindspring.com

In re Kimberly Kelley
   Bankr. D. Hawaii Case No. 12-02066
      Chapter 11 Petition filed October 19, 2012

In re Dental Care Center, PC
   Bankr. D. Nebr. Case No. 12-82381
     Chapter 11 Petition filed October 19, 2012
         See http://bankrupt.com/misc/neb12-82381.pdf
         represented by: David Grant Hicks, Esq.
                         Pollak & Hicks PC
                         E-mail: dhickslaw@aol.com

In re Terrace Management, LLC
        dba Brick Rainbow Kids Daycare
   Bankr. D.N.J. Case No. 12-35433
     Chapter 11 Petition filed October 19, 2012
         See http://bankrupt.com/misc/njb12-35433.pdf
         represented by: Barry W. Frost, Esq.
                         Teich Groh
                         E-mail: bfrost@teichgroh.com

In re Sun Studios, Inc.
   Bankr. E.D.N.Y. Case No. 12-47436
     Chapter 11 Petition filed October 19, 2012
         See http://bankrupt.com/misc/nyeb12-47436.pdf
         represented by: Lawrence Morrison, Esq.
                         The Morrison Law Offices P.C.
                         E-mail: morrlaw@aol.com

In re Jeffrey Babb
   Bankr. N.D. Ohio Case No. 12-17695
      Chapter 11 Petition filed October 19, 2012

In re Gerald Neely
   Bankr. W.D. Tenn. Case No. 12-31335
      Chapter 11 Petition filed October 19, 2012

In re Chung Dai
   Bankr. D. Utah Case No. 12-33411
      Chapter 11 Petition filed October 19, 2012

In re Colby Enterprises, LLC
        dba Pour House Pub
   Bankr. W.D. Wash. Case No. 12-20626
     Chapter 11 Petition filed October 19, 2012
         See http://bankrupt.com/misc/wawb12-20626.pdf
         represented by: Larry B. Feinstein, Esq.
                         Vortman & Feinstein
                         E-mail: feinstein2010@gmail.com
In re HBS Food Services Inc.
   Bankr. C.D. Calif. Case No. 12-45373
     Chapter 11 Petition filed October 21, 2012
         See http://bankrupt.com/misc/cacb12-45373.pdf
         represented by: Sammy Zreik, Esq.
                         WHITBECK, KOOSHKI & ZREIK LLP
                         E-mail: sammy.zreik@wkzlaw.com

In re Raymond Meglio
   Bankr. D. Conn. Case No. 12-51905
      Chapter 11 Petition filed October 21, 2012

In re Jamdan Associates, LLC
        dba Heartbreakers
   Bankr. D. N.J. Case No. 12-35517
     Chapter 11 Petition filed October 21, 2012
         See http://bankrupt.com/misc/njb12-35517.pdf
         represented by: Jonathan Greenman, Esq.
                         SAL GREENMAN, PC
                         E-mail: GreenmanLaw@optonline.net




                            *********

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.


                  *** End of Transmission ***