TCR_Public/121026.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, October 26, 2012, Vol. 16, No. 298

                            Headlines

17315 COLLINS AVENUE: Creditors to Be Paid in Installments
2003 ATLANTIC: Case Summary & 3 Largest Unsecured Creditors
A & N REAL ESTATE: Case Summary & 3 Unsecured Creditors
A123 SYSTEMS: Wanxiang Plans to Fight to Acquire Major Stake
ABB/CON-CISE OPTICAL: S&P Gives 'B' CCR After Acquisition Pact

ADAMS PRODUCE: Accord Provides 80% Recovery for PACA Claimants
AE BIOFUELS: Third Eye Agrees to Extend Notes Maturity to 2014
ALVARION LTD: NASDAQ Grants 180-Day Compliance Extension
AIRTRONIC USA: Global Digital Signs Merger Agreement
AMERICAN AIRLINES: Marathon Seeks Probe Deal With American Eagle

AMERIGROUP CORP: Moody's Continues Review of 'Ba2' Ratings
AMWEST IMAGING: Incurs $153,900 Net Loss in Aug. 31 Quarter
APOLLO MEDICAL: Appoints Two Additional Directors
ARCAS INTERMEDIATE: S&P Assigns Prelim 'B+' Corp. Credit Rating
BAKERS FOOTWEAR: U.S. Trustee Appoints 11-Member Creditors Panel

BAKERS FOOTWEAR: Amends List of Top 20 Unsecured Creditors
BLUEGREEN CORP: Board Approves PWC as Accountants
CBS I LLC: Hearing on Disclosure Statement Continued to Nov. 7
CHEROKEE SIMEON: Owner of Former Acid-Factory Site Files Ch. 11
CITIZENS CORP: Files Clawback Suit Against Chairman, Relatives

CLUB VILLAGE: Case Summary & 15 Largest Unsecured Creditors
COLDWATER PORTFOLIO: Hearing on Cash Collateral Set for Nov. 6
COSO GEOTHERMAL: Fitch Junks Rating on $629-Mil. Certificates
DELTATHREE INC: Elects Donna Reeves-Collins as Director
E*TRADE FINANCIAL: DBRS Assigns 'B(high)' Senior Debt Rating

EAST WEST CAPITAL: Fitch Keeps BB- Rating on Trust Preferred Secs.
ELITE TEAM: Case Summary & 3 Unsecured Creditors
FCC HOLDINGS: S&P Ups ICR to 'CCC+' on Stabilized Credit Quality
FORESIGHT ENERGY: Moody's Rates $110MM Add-On Sr. Notes 'Caa1'
FORESIGHT ENERGY: S&P Affirms 'B' Corporate Credit Rating

GRANITE DELLS: Avion Holdings Named Designated Representative
HAMPTON ROADS: Carlyle, et al., Offering 138.6MM Common Shares
HASCO MEDICAL: Restates Q3 2011 Quarterly Report to Correct Errors
HECKMANN CORP: S&P Affirms 'B+' Corp. Credit Rating; Off Watch
HERCULES OFFSHORE: Files Fleet Status Report as of Oct. 23

HMX ACQUISITION: Hiring CDG Group as Financial Advisor
HMX ACQUISITION: Taps Epiq as Administrative Agent
HMX ACQUISITION: Hiring William Blair as Investment Banker
HMX ACQUISITION: Hiring Proskauer Rose as Bankruptcy Counsel
HMX ACQUISITION: Has Until Nov. 20 to File Schedules and SOFA

INNOVARO INC: NYSE MKT Approves Financial Plan
IVY EXPRESS: Case Summary & 10 Unsecured Creditors
J.C. PENNEY: S&P Reinstates 'B+' Ratings on Senior Secured Debt
JEDD LLC: To Surrender Collateral to Secured Creditors
JRC PIZZA: Case Summary & 20 Largest Unsecured Creditors

KEOWEE FALLS: Plan Outline Hearing on Dec. 4
LEGENDS GAMING: Global Gaming Buying 2 DiamondJacks Casinos
LENDER PROCESSING: Moody's Corrects Sept. 28 Rating Release
LEVEL 3: Incurs $166 Million Net Loss in Third Quarter
LIBERACE FOUNDATION: Files for Chapter 11 Bankruptcy Protection

MAGNOLIA MANAGEMENT: Case Summary & Unsecured Creditor
MCJUNKIN RED: S&P Raises Rating on $560MM Secured Credit to 'B+'
METALS USA: Moody's Assigns 'B2' Rating to $275-Mil. Term Loan
METALS USA: S&P Rates Proposed $275-Mil. Term Loan 'B+'
MILLERS CLASSIFIED: A.M. Best Affirms 'C-' Fin'l. Strength Rating

NBTY INC: Moody's Cuts CFR/PDR to 'B2'; Outlook Stable
NEXT 1 INTERACTIVE: Had $211,700 Net Loss in Aug. 31 Quarter
NEXSTAR BROADCASTING: Moody's Raises Corp. Family Rating to 'B2'
NEXSTAR BROADCASTING: S&P Ups CCR to 'B+' on Station Portfolio
NORTHWESTERN STONE: To Present Plan for Confirmation Monday

NORTHWESTERN STONE: Can Hire Axley Brynelson as Special Counsel
NORTHWESTERN STONE: Has OK to Hire Rawson Realty as Appraiser
NORTHWESTERN STONE: Can Hire William Farmer to Appraise Machinery
NORTHWESTERN STONE: Amends Schedules of Assets and Liabilities
ORCHARD SUPPLY: Moody's Cuts CFR/PDR to 'Caa1'; Outlook Negative

OVERSEAS SHIPHOLDING: Firms Probe Securities Fraud Claims
OVERSEAS SHIPHOLDING: Analyst Says Bankruptcy "Real Possibility"
PARADISE VALLEY: Sec. 341 Creditors' Meeting Set for Nov. 6
PATRIOT COAL: Mine Workers Seek Class Suit v Peabody & Arch Coal
PEAK RESORTS: Committee Has OK to Retain Cole Schotz as Counsel

PEAK RESORTS: Wants Plan Filing Period Extended to March 2013
PEAK RESORTS: Has Nod to Hire Phillips Lytle as Special Counsel
PLOVER DEVELOPMENT: Voluntary Chapter 11 Case Summary
POLYONE CORP: Spartech Buyout No Impact on Moody's Ba2 Ratings
PONCE TRUST: Dec. 12 Plan Confirmation Hearing Set

PROELITE INC: Isaac Blech Discloses 83.2% Equity Stake
QS0001 CORP: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
RADIOSHACK CORP: Incurs $47.1 Million Net Loss in Third Quarter
RESIDENTIAL CAPITAL: Board Approves Bid by Ocwen And Walter
RICHFIELD EQUITIES: Bid Protocol Okayed; Nov. 7 Sale Hearing Set

ROBERTS BROADCASTING: Sells Mississippi TV Station to Trinity
ROUGH RIDER: Moody's Rates $150-Mil. Senior Unsecured Notes 'B3'
SATCON TECHNOLOGY: Gets Court OK to Honor Warranty Programs
SATCON TECHNOLOGY: Sec. 341 Meeting of Creditors Set for Nov. 15
SEARS HOLDINGS: Board Provides Final OK of Sears Canada Spin-Off

SHEARER'S FOODS: Upsized Deal No Impact on Moody's 'B2' CFR
SINO-FOREST: Files Amended Plan of Compromise
SMART & FINAL: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
SNO MOUNTAIN: Bankruptcy Judge Ousts Ski Resort Leader
SOUTHERN MODULAR: Involuntary Chapter 11 Case Summary

STAFFORD RHODES: Hires Deloitte Financial as Expert Witness
STAFFORD RHODES: Hires McColgan as Real Estate Appraisers
STAFFORD RHODES: Lender Wants Plan Exclusivity Terminated
STREAM GLOBAL: Moody's Affirms 'B1' CFR/PDR; Outlook Stable
STREAM GLOBAL: S&P Rates New $290MM Term Loan 'B+'

TEAM INVESTMENTS: Case Summary & 7 Largest Unsecured Creditors
TELESAT CANADA: Moody's Rates US$200MM Sr. Unsecured Notes 'B3'
TRI-VALLEY CORP: Bluestone Buys Oil & Gas Properties
TRIBUNE CO: Objection to AIG Casualty Claims Sustained
TRIBUNE CO: Fla. Revenue Dept.'s $5.7MM Claim Disallowed

VIASPACE INC: Obtains $35,000 Loan from Director
VINCENT SINGH: Hackard Defends Investors in Clawback Suits
W.R. GRACE: Main Plaza Wins Bid to Stop CIM's Claim Transfer
WARNER MUSIC: Seeks Noteholders Consents to Incur Additional Debt
WINDSOR FINANCING: S&P Assigns Prelim 'BB+' Rating on $246MM Loan

WYLDFIRE ENERGY: Files Full-Payment Reorganization Plan

* Moody's Says Credit Risk Modest for US Life Insurers
* Moody's Changes Global R&M Sector Outlook to Stable
* Moody's Says Upgraded Healthcare Debt Exceeds Downgraded Ones

* More US Local Governments to Fall Into Speculative Grades
* Some California School Districts Face Reviews for Downgrade

* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix



                            *********

17315 COLLINS AVENUE: Creditors to Be Paid in Installments
----------------------------------------------------------
17315 Collins Avenue, LLC, contemplates operating its hotel and
market and selling remaining units at its project, according to an
amended disclosure statement explaining the Debtor's Chapter 11
plan filed Oct. 15, 2012.  Secured noteholders owed $19.7 million
are impaired and will be paid with interest at 5% above the
Judgment Rate in the form of a minimum of $2.35 million in cash
for the quarter ending Dec. 31, 2012 and (ii) $1.5 million for
each calendar quarter thereafter.  NYLIM, holder of a $13 million
secured claim, will receive quarterly payments from excess cash
and from closings on the units until paid in full in four years.
Holders of non-insider general unsecured claims totaling $1.42
million will be paid in full within 5 years from the Effective
Date, provided that higher ranked creditors are paid in full.  The
holder of the equity interest, WaveStone Properties, LLC, will
retain its interests.  A copy of the Disclosure Statement is
available for free at:

     http://bankrupt.com/misc/17315_Collins_DS_1015112.pdf

State of Florida, Department of Revenue, has filed an objection,
opposing the Debtor's claim for exemption from payment of "state
documentary stamp taxes" assessed on the recording of documents of
transfer.

                    About 17315 Collins Avenue

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

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

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


2003 ATLANTIC: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 2003 Atlantic Ave., LLC
        2003 Atlantic Ave.
        Manasquan, NJ 08736-1001

Bankruptcy Case No.: 12-35535

Chapter 11 Petition Date: October 22, 2012

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

Judge: Raymond T. Lyons Jr.

Debtor's Counsel: David E. Shaver, Esq.
                  BROEGE, NEUMANN, FISCHER & SHAVER
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484
                  E-mail: dshaver@bnfsbankruptcy.com

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

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

A copy of the Company's list of its three unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/njb12-35535.pdf

The petition was signed by Michael Applegate, general manager.


A & N REAL ESTATE: Case Summary & 3 Unsecured Creditors
-------------------------------------------------------
Debtor: A & N Real Estate, LLC
        P.O. Box 610
        Annandale, VA 22003

Bankruptcy Case No.: 12-16332

Chapter 11 Petition Date: October 22, 2012

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Gregory H. Counts, Esq.
                  TYLER, BARTL, RAMSDELL & COUNTS, PLC
                  300 North Washington St. Suite 202
                  Alexandria, VA 22314-4252
                  Tel: (703) 549-7178
                  Fax: (703) 549-5011
                  E-mail: gcounts@tbrclaw.com

Scheduled Assets: $1,600,000

Scheduled Liabilities: $1,927,831

A copy of the Company's list of its three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/vaeb12-16332.pdf

The petition was signed by Ali Aalai, member.


A123 SYSTEMS: Wanxiang Plans to Fight to Acquire Major Stake
------------------------------------------------------------
Jon Grevatt at IHS Jane's reports that Wanxiang Group Corp. has
said it intends to challenge for the right to acquire a majority
stake in A123 Systems.

The report relates Wanxiang told the Global Times newspaper in
Beijing, China, that it will not "alter its investment interest"
in A123 despite the bankruptcy filing earlier in October and
indications that the acquisition was unpalatable in the US due to
growing sensitivity over incoming Chinese investment.

The report notes Wanxiang is expected to make a bid for A123's
vehicle battery assets in competition against U.S. company Johnson
Controls.  A123 had said in a statement earlier in October that it
had entered an asset purchase agreement with Johnson Controls,
although the company's bid must be approved by a U.S. bankruptcy
court and could be topped by a rival bidder.

                        About A123 Systems

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

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

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

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

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

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

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

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


ABB/CON-CISE OPTICAL: S&P Gives 'B' CCR After Acquisition Pact
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Coral Springs, Fla.-based ABB/Con-Cise Optical
Group LLC. The outlook is stable.

"At the same time, we assigned our 'B' issue rating, the same as
the corporate credit rating, to the $155 million senior secured
credit facilities. The recovery rating on the senior secured
credit facilities is '3', indicating that lenders could expect
meaningful (50% to 70%) recovery in the event of a payment default
or bankruptcy. Total debt outstanding at close is about $116
million," S&P said.

"The ratings on ABB/Con-Cise Optical Group LLC (ABB) reflect our
assessment that the company has a 'weak' business risk profile
associated with its participation in the highly competitive
contact lens distribution industry; its lack of product, supplier,
and geographic diversity; low barriers to entry; and the ability
of customers to switch distributors fairly easily. These factors
result in highly competitive pricing and low profit margins," S&P
said.

"We believe the ongoing competitive threat posed by mass
merchants, large eye care chains, and online contact lens
companies will limit growth at ABB's core customer base,
independent eye care professionals (IECPs)," said Standard &
Poor's credit analyst Gerald Phelan.

"The outlook is stable. We forecast the company will organically
grow profits at a mid-single-digit rate in 2013 because of
industry growth, addition of customers, and tight cost controls;
generate $5 million to $10 million of free cash flow after tax
distributions; and improve credit ratios modestly, including close
to 4x leverage and 18.5% FFO to total debt. Although unlikely over
the next year, we could raise the ratings if ABB is able to
increase its geographic diversity and increase profits,
potentially through new IECP customer wins or increased
penetration with strategic accounts and large ECP chains. We would
also need to believe its new majority owner will maintain a
financial policy that will result in continued adequate liquidity
and credit ratios sustained around the high end of the aggressive
financial risk descriptor category. This includes about 4x
leverage and FFO to total debt exceeding 20% for a sustained
period, which we estimate could occur if EBITDA rises by over
10%," S&P said.

"Alternatively, we could lower the ratings if the competitive
environment changes, including reduced distributor usage by
manufacturers or a significant loss of IECP retail share to other
contact lens providers, causing ABB's liquidity, covenant cushion,
and profits to fall meaningfully; or if financial policy changes.
We would likely lower the ratings if credit ratios deteriorate to
levels at the low end of the highly leveraged financial risk
descriptor category, including leverage approaching 6x and FFO to
total debt of about 10%. We estimate this could occur if profits
fall 20%, or if ABB pays its owners a $40 million special
dividend," S&P said.


ADAMS PRODUCE: Accord Provides 80% Recovery for PACA Claimants
--------------------------------------------------------------
Tim Linden at The Produce News reports that attorneys representing
dozens of produce companies reached a settlement agreement in the
Adams Produce LLC bankruptcy case.  The deal would pay the so-
called PACA claimants roughly 80 cents on the dollar.  The
agreement was approved Oct. 23 by the U.S. Bankruptcy Court.

According to the report, there was close to $12 million in produce
debt at the time Adams Produce filed for bankruptcy.  The original
settlement negotiations conducted by some of the larger creditors
led to challenges and this revised settlement.

The report relates, when the dust settled, some of the claims were
disallowed, mostly because the claimants failed to file with the
court for one reason or another.  In addition, the largest
claimant, Pro*Act, agreed to a reduced payment of a little less
than $5 million of the $6.6 million it had claimed.

The report adds, in total, about $8 million in payments will be
made to settle about $10 million in approved claims. Checks are
expected to be issued in early to mid-November

The report notes Jason Read, Esq., a partner at the law firm of
Rynn & Janowsky in Newport Beach, Calif., which represented a
number of mostly West Coast-based produce firms, called it "a good
settlement."  While he wouldn't characterize the agreement as the
"normal" disposition of PACA Trust cases, he said that "it is not
unusual either, especially when there are less funds available
than the total of the PACA Trust claims."

Several claims were apparently headed for either a separate
settlement or mediation Oct. 24-25, including one of the larger
PACA claimants, Alex Kontos Fruit Co. Inc. in Birmingham, which
filed a claim of more than $750,000, according to the report.

                        About Adams Produce

Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town
in Birmingham, Alabama.

Privately held Adams Produce is a distributor of fresh fruits and
vegetables to restaurants, government and hospitality
establishments across the Southeastern United States.  With over
400 employees, Adams Produce services the states of Alabama,
Arkansas, Florida, Georgia, Mississippi, and Tennessee.  The
company was founded by Edwin Calvin Adams in 1903.

Adams Produce disclosed 19,545,473 in assets and $41,569,039 and
liabilities as of the Chapter 11 filing.  A debtor-affiliate,
Adams Clinton Business Park, LLC, estimated up to $10 million in
assets and liabilities.

The Debtors owe PNC Bank, National Association, $750,000 under
a term loan, $1.35 million under a real estate loan, and
$3.4 million under a revolver.  The Debtors are also indebted
$2 million under promissory notes.  Adams owes $4.4 million in
accounts payable to trade and other creditors, and $10.2 million
to agricultural commodity suppliers.

The Debtors have tapped Burr & Forman as attorneys; CRG Partners
Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue,
Jr. as chief restructuring officer; and Donlin Recano & Company
Inc. as the claims and notice agent.

Brian R. Walding, Esq., at Walding LLC, in Birmingham, Alabama,
represents the Ad Hoc Committee of Non-Insider Employees as
counsel.


AE BIOFUELS: Third Eye Agrees to Extend Notes Maturity to 2014
--------------------------------------------------------------
Aemetis, Inc. (formerly known as AE Biofuels Inc.), Aemetis
Advanced Fuels Keyes, Inc., a  wholly-owned subsidiary of the
Company, and Merger Sub entered into an Amended and Restated Note
Purchase Agreement with Third Eye Capital Corporation, as agent,
for the noteholders who are a party thereto, and the Lenders,
pursuant to which the Lenders have agreed to extend new credit in
the form of (i) senior secured term loans in an aggregate
principal amount of $15,000,000 that will be used to fund the cash
portion of the Merger; (ii) senior secured term loans in the
principal amount of approximately $10,000,000 to repay existing
indebtedness; and (iii) senior secured revolving loans in an
aggregate principal amount at any time outstanding not in excess
of $18,000,000.

On Oct. 18, 2012, the Company, AEAFK and the Administrative Agent
entered into a Limited Waiver and Amendment No. 1 to Amended and
Restated Note Purchase Agreement, effective Oct. 1, 2012, pursuant
to which the Administrative Agent agreed to:

   (i) extend the maturity date of the Existing Notes to July 6,
       2014;

  (ii) increase the amount of the Revolving Loan Facility by
       $6,000,000, to a total of $24,000,000;

(iii) modify the redemption waterfall so that the first 5
       million of payments would be applied first to the increase
       in the Revolving notes;

  (iv) grant waivers to the Borrowers' obligation to pay or
       comply, and any event of default which has occurred or may
       occur as a result of those failures of the Borrowers to pay
       or comply with certain financial covenants and principal
       payments, including financial covenants for the quarter
       ended September 30 and Dec. 31, 2012; and

   (v) accrue interest until the earlier of certain events
       described in the Limited Waiver or Feb. 2, 2013.

In consideration for the Limited Waiver and Amendment, the
Borrowers, among other things, agreed to pay the Lenders a waiver
fee of $4,000,000; and (ii) cash in the amount of $28,377 for
certain unreimbursed costs and expenses payable by the Borrowers
pursuant to the terms of the Agreement.

                  Cagan Credit Agreement Amendment

On Oct. 16, 2012, Aemetis International, Inc. (AII), a subsidiary
of Aemetis, Inc., entered into Amendment No 1. To Revolving Line
of Credit Agreement with Laird Q. Cagan pursuant to which AII
extended the maturity date of the loan until July 1, 2014, and
certain other terms.

In consideration for the Amendment, AII agreed to pay the Lender
an extension fee of 5% of the outstanding balance under the Line
of Credit, or approximately $263,000.  The Note Extension Fee is
payable in cash or by a conversion of the Note Extension Fee and
interest earned on the unpaid balance at time of conversion into
shares of the Company's common stock, at the option of the Lender,
at the conversion rate equal to the 22 day trailing daily closing
price from the date of notice of conversion and certain other
terms.

                   Obtains $36 Million Commitment

On Oct. 17, 2012, the Company and the Company's subsidiary, AE
Advanced Fuels, Inc., entered into and received initial funding of
a Note Purchase Agreement with Advanced BioEnergy, LP, a
California limited Partnership pursuant to which AE Advanced
Fuels, Inc., may issue 3% subordinated convertible promissory
notes in the aggregate principal amount of up to $36,000,000.
This Note Purchase Agreement has been entered into pursuant to the
EB-5 Immigrant Investor Program.

Each Note will be in the principal amount of $500,000 and have the
same general terms and conditions.  The outstanding principal
under each Note is due and payable four years from the date of the
Note; provided, however, that at any time between the first day of
the third year of the Note and the Maturity Date, the Lender at
its option may, upon five days prior written notice, convert all
or any portion of the principal and interest due and owing under a
Note, into shares of Common Stock of Aemetis, Inc., at the then
applicable conversion rate of $3.00 per share.  Each Note will be
subordinated to senior indebtedness of the Borrower.

                         About AE Biofuels

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a biofuels company based in Cupertino, California, developing
sustainable solutions to address the world's renewable energy
needs.  The Company is commercializing its patent-pending next-
generation cellulosic ethanol technology that enables the
production of biofuels from both non-food and traditional
feedstocks.  Its wholly-owned Universal Biofuels subsidiary built
and operates a nameplate 50 million gallon per year biodiesel
production facility on the east coast of India.

The Company reported a net loss of $1.72 million on $1.59 million
of sales for the three months ended Sept. 30, 2010, compared with
a net loss of $3.78 million on $4.05 million of sales for the same
period a year earlier.

BDO Seidman, LLP, in San Jose, Calif., expressed substantial doubt
about AE Biofuels' ability to continue as a going concern,
following the Company's 2009 results.  The independent auditors
noted that the Company has incurred recurring losses, and has a
working capital deficit and total stockholders' deficit as of
Dec. 31, 2009.

The Company's balance sheet at Sept. 30, 2010, showed
$20.23 million in total assets, $29.03 million in total
liabilities, all current, and a stockholders' deficit of
$8.80 million.  The Company has not filed financial reports after
filing its Form 10-Q for the quarter ended Sept. 30, 2010.


ALVARION LTD: NASDAQ Grants 180-Day Compliance Extension
--------------------------------------------------------
Alvarion(R) Ltd. (ALVR) disclosed that on Oct. 24, 2012, it
received notification from NASDAQ granting the company an
additional 180-day period, or until April 22, 2013, to remain
listed on the NASDAQ Capital Market and to regain compliance with
NASDAQ's minimum $1.00 bid price per share rule.

Under NASDAQ listing rules, the company was granted this extension
because it met the continued listing requirement for market value
of publicly held shares and all other applicable NASDAQ listing
requirements, except the bid price requirement.  The company
provided written notice to NASDAQ of its intention to cure the bid
price deficiency during the second compliance period by affecting
a reverse stock split, if necessary.  Alvarion's shareholders
approved a reverse split at the company's Annual General Meeting
held on Sept. 10, 2012.

The company will regain compliance with the minimum bid
requirement if at any time prior to April 22, 2013, the bid price
for the company's ordinary shares closes at $1.00 per share or
above for a minimum of 10 consecutive business days.

If the company does not regain compliance by the end of this
second grace period, it will receive notification from NASDAQ that
its shares are subject to delisting.  At that point the company
may then appeal the delisting determination to a Hearings Panel.

                           About Alvarion

Alvarion Ltd. -- http://www.alvarion.com/-- provides optimized
wireless broadband solutions addressing the connectivity, coverage
and capacity challenges of telecom operators, smart cities,
security, and enterprise customers.

As reported in the April 11, 2012 edition of the TCR, Alvarion
said it will be in default of a financial covenant under certain
loan and credit facility agreements, including a $30 million loan
obtained by the company for the acquisition of Wavion Inc.  The
Company has initiated discussions with the respective banks.


AIRTRONIC USA: Global Digital Signs Merger Agreement
----------------------------------------------------
Global Digital Solutions (PINKSHEETS: GDSI) disclosed that it has
signed a merger agreement and reorganization plan with Illinois-
based Airtronic USA, Inc.

The Boards of Directors and the requisite number of shareholders
of both companies have also approved the merger agreement and
reorganization plan.

On Aug. 20, 2012, the companies disclosed that they had signed a
letter of intent to enter into good faith discussions involving a
potential strategic combination in which Airtronic would be
acquired by GDSI.  Having completed those good faith discussions,
the companies signed a merger agreement and reorganization plan on
Oct. 16, 2012.  The agreement calls for Airtronic to continue to
operate as a subsidiary of GDSI.

Because Airtronic is currently a "debtor in possession" under
chapter 11 of the Bankruptcy Code, the merger agreement is subject
to approval by the United States Bankruptcy Court for the Northern
District of Illinois, Eastern Division.

"This merger agreement is a very welcome development for both GDSI
and Airtronic," said GDSI founder and largest shareholder Richard
J. Sullivan, who will become non-executive chairman of GDSI after
the acquisition is completed. "On behalf of the entire team at
GDSI, I can say that we're very much looking forward to finalizing
all necessary approvals and working closely with Dr. Merriellyn
Kett and the Airtronic team.  There's no question in my mind that
GDSI and Airtronic will be a very powerful combination that
advances GDSI's strategic vision to become a leader in knowledge-
based consulting and security-related solutions in unsettled,
complex areas."

Dr. Kett also commented on the merger agreement. "I'm delighted
that this merger agreement will enable Airtronic to continue to
provide critically important small arms for the U.S. military and
allied militaries.  This merger is a big step forward for
Airtronic and our loyal customers and partners around the world."

Once the merger is finalized, Dr. Kett is expected to continue
serving as CEO of Airtronic.

                 About Global Digital Solutions

Global Digital Solutions -- http://www.gdsi.co-- is refocusing
its business strategy on providing knowledge-based and culturally
attuned societal consulting and security-related solutions in
unsettled areas.

                      About Airtronic USA

Airtronic -- http://www.Airtronic.net/-- is an electro-mechanical
engineering design and manufacturing company. It provides small
arms and small arms spare parts to the U.S. Department of Defense,
foreign militaries, and the law enforcement market.  The company
also manufactures medical, avionics, and telecommunications
original equipment.  The company's products include grenade
launchers, rocket propelled grenade launchers, grenade launcher
guns, flex machine guns, grenade machine guns, rifles, and
magazines.  The company was founded in 1990 and is based in Elk
Grove Village, Illinois.  On May 16, 2012, the voluntary petition
of Airtronic, Inc. for liquidation under Chapter 7 was converted
to Chapter 11 reorganization.  The company had filed for Chapter 7
bankruptcy on March 13, 2012.


AMERICAN AIRLINES: Marathon Seeks Probe Deal With American Eagle
----------------------------------------------------------------
Joseph Checkler at Dow Jones' Daily Bankruptcy Review reports that
New York hedge-fund manager Marathon Asset Management LP wants an
independent examiner appointed in AMR Corp.'s bankruptcy case to
look into the American Airlines parent's assumption of $2.3
billion in aircraft debt just three months before it filed for
bankruptcy.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERIGROUP CORP: Moody's Continues Review of 'Ba2' Ratings
----------------------------------------------------------
Moody's Investors Service is maintaining the review for upgrade of
the Ba2 senior debt rating and Ba2 corporate family rating of
AMERIGROUP Corporation (AMERIGROUP, NYSE:AGP), pending regulatory
approval of its merger with WellPoint, Inc. (WellPoint; NYSE: WLP,
IFS at A2, stable). The Baa2 insurance financial strength (IFS)
ratings of AMERIGROUP Corporation's operating subsidiaries (see
list below) also remain under review for upgrade.

Ratings Rationale

On July 9, 2012, WellPoint announced it would acquire AMERIGROUP
in a deal valued at $4.9 billion. The transaction, subject to
regulatory approval, is expected to close in the fourth quarter of
2012.

At the close of the transaction, Moody's anticipates that
WellPoint will assume and guarantee AMERIGROUP's 7.5% senior notes
(due in 2019). The rating agency stated that the continuing review
will focus on the completion of the transaction and WellPoint's
level of support for the operating subsidiaries and debt being
acquired from AMERIGROUP, as well as its integration plans for the
business. With projected annual revenues of approximately $8.8
billion primarily in the Medicaid segment, AMERIGROUP provides
added diversity to WellPoint's premium and earnings stream. Upon
the close of the transaction, Moody's expects that AMERIGROUP's
IFS and debt rating will be aligned with the higher rating of
WellPoint's operating and holding companies.

Absent the transaction, the rating agency had stated that
AMERIGROUP's ratings could be upgraded if there was continued
diversification through expansion into new geographies or
introduction of new products in existing states, if EBITDA
coverage was above 10x and if EBITDA margins were maintained in
the 5% range with the NAIC RBC ratio maintained at a level of at
least 200% of CAL. However, Moody's also said that if there was a
loss or impairment of one or more of AMERIGROUP's Medicaid
contracts, if the consolidated NAIC RBC ratio fell below 150% CAL,
or if EBITDA margins fell below 2%, then the ratings could be
downgraded.

The following ratings remain under review for upgrade:

AMERIGROUP Corporation -- senior unsecured debt rating at Ba2;
corporate family rating at Ba2; senior unsecured debt shelf rating
at (P)Ba2; subordinated debt shelf rating at (P)Ba3; preferred
stock shelf rating at (P)B1.

AMERIGROUP Texas, Inc. -- insurance financial strength rating at
Baa2;

AMERIGROUP Maryland, Inc. -- insurance financial strength rating
at Baa2;

AMERIGROUP Florida, Inc. -- insurance financial strength rating at
Baa2;

AMERIGROUP New Jersey, Inc. -- insurance financial strength rating
at Baa2.

AMERIGROUP Corporation is headquartered in Virginia Beach,
Virginia. For the first six months of 2012 total revenue was $4.0
billion, with medical membership as of June 30, 2012 of
approximately 2.7 million members. As of June 30, 2012 the company
reported shareholders' equity of $ 1.4 billion.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.

The principal methodology used in rating AMERIGROUP was Moody's
Rating Methodology for U.S. Health Insurance Companies published
in May 2011.


AMWEST IMAGING: Incurs $153,900 Net Loss in Aug. 31 Quarter
-----------------------------------------------------------
Amwest Imaging Incorporated filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $153,984 on $973 of sales for the three months ended
Aug. 31, 2012, compared with a net loss of $4,453 on $0 of sales
for the same period during the prior year.

For the six months ended Aug. 31, 2012, the Company reported a net
loss of $355,035 on $2,331 of sales, in comparison with a net loss
of $19,453 on $0 of sales for the same period a year ago.

The Company's balance sheet at Aug. 31, 2012, showed $956,440 in
total assets, $335,203 in total liabilities, all current, and
$621,237 in stockholders' equity.

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

                       http://is.gd/LqJvEJ

                          About Amwest

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

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


APOLLO MEDICAL: Appoints Two Additional Directors
-------------------------------------------------
Apollo Medical Holdings, Inc., appointed Mark A. Meyers to its
Board of Directors effective Oct. 17, 2012.  Mr. Meyers will also
serve as Chief Strategy Officer for ApolloMed.

Mr. Meyers is a senior healthcare executive whose career spans
over 30 years.  Most recently, from April 2009 until September
2012, he served as Senior Vice President of Operations for Dignity
Health's Los Angeles Service Area, which encompasses four
hospitals, as well as President of Glendale Memorial Hospital and
Health Center.  Dignity Health, formerly Catholic Healthcare West,
is the fifth largest hospital system in the nation.

Mr. Meyers received a Bachelor of Science in Psychology from the
University of Pittsburgh and a MPH from the University of
Pittsburgh's Graduate School of Public Health.  He is a Board
Member of the Hospital Council of Southern California and Board
Member of the Orange County Symphony.

"We are privileged to have Mark join our Board of Directors and
serve as our Chief Strategy Officer," stated Warren Hosseinion,
M.D., chief executive officer of Apollo Medical Holdings, Inc.
"He is an accomplished healthcare leader who has a profound
understanding of the changes which are occurring in the healthcare
industry.  Mark is very proactive and will be a valuable member of
our senior operations team."

"I believe in the vision that Apollo Medical Holdings has to
provide a logical and attractive alternative for independent
physicians, hospitals and managed care organizations that want to
improve the quality and efficiency in the delivery of patient
care," stated Mark Meyers.  "I look forward to playing a role in
the achievement of this role."

Apollo Medical also appointed Mitchell R. Creem to its Board of
Directors effective Oct. 22, 2012.  Mr. Creem will serve as
Chairman of the Audit Committee.

Mr. Creem is a seasoned healthcare executive whose career spans
over 25 years.  He is widely known for his experience in
revitalizing academic medical centers and he has influenced all
aspects of the healthcare industry, including hospital, research
and faculty group practice management.

Mr. Creem is currently the President of The Bridgewater Healthcare
Group, which provides hospitals and health networks with
consulting services through an integrated business approach to
sustainability, covering all aspects of financial and operational
management.

Mr. Creem received a Bachelor of Science in Accounting and
Business Administration from Boston University and a Masters in
Hospital Administration from Duke University.  He is an Adjunct
Instructor at the USC Price School of Public Policy.

"We are honored to have Mitch join our Board," stated Warren
Hosseinion, M.D.  "We look forward to his wisdom and experience,
not only as an expert in financial and accounting systems and
reporting, but also in the specialized needs of healthcare
industry companies."

"I am delighted to be a part of the ApolloMed family at this
pivotal point in a rapidly changing healthcare environment,"
stated Mitchell R. Creem.  "I look forward to working with Warren
and his team as he unveils his bold new vision to be a leader in
the delivery of healthcare services."

Messrs. Meyers and Creem will receive a fee of $1,000 per board
meeting attended.  Mr. Meyers will receive a grant of 400,000
restricted shares of the Company's common stock for his board
service while Mr. Creem will receive a grant of 500,000 restricted
shares of the Company's common stock.

                        About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

The Company reported a net loss of $720,346 for the year ended
Jan. 31, 2012, compared with a net loss of $156,331 during the
prior year.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Jan. 31, 2012, citing accumulated
deficit of $2,117,708 as of Jan. 31, 2012, negative working
capital of $266,044 and cash flows used in operating activities of
$385,455, which raised substantial doubt about the Company's
ability to continue as a going concern. .

The Company's balance sheet at July 31, 2012, showed $1.46 million
in total assets, $5.07 million in total liabilities, and a
$3.61 million total stockholders' deficit.


ARCAS INTERMEDIATE: S&P Assigns Prelim 'B+' Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
corporate credit rating to ARCAS Intermediate-Holdings Entity
(Sequa Auto). The outlook is stable. "At the same time, we
assigned a preliminary 'B+' issue-level rating to the company's
proposed $275 million senior secured credit facility, composed of
a $215 million term loan B and $40 million revolver (with U.S.-
based ARC Automotive Group Inc. and Casco Automotive Group Inc. as
borrowers), and a $20 million revolver (with ARCAS Automotive
Group (Luxco 1) S. r.l., as borrower). We assigned a preliminary
recovery rating of '3' to the facility, indicating our xpectation
of a meaningful recovery (50%-70%) in a default scenario," S&P
said.

"Our final ratings will depend on receipt and satisfactory review
of all final transaction documentation," S&P said.

"The preliminary ratings on Sequa Auto reflect what Standard &
Poor's considers a 'weak' business risk profile, which
incorporates the company's exposure to cyclical auto production
levels, and limited scale and customer diversity--somewhat offset
by balanced growth prospects as a result of Sequa Auto's
geographic footprint," said Standard & Poor's credit analyst
Nishit Madlani. "Our view of its 'aggressive' financial risk
profile reflects leverage expectations under 4.3x, along with fair
prospects for positive free cash flow generation over the next two
years."

Sequa Auto is a manufacturer of airbag inflators for use in
driver, passenger, side-impact, and curtain modules. The company
also designs power outlets, connectivity devices, and select
automotive sensors.

"Our financial risk profile assessment incorporates the proposed
leveraged buyout (LBO) transaction, which would be financed with a
$275 million senior secured credit facility (including a $215
million first-lien term loan and an undrawn $60 million revolver)
along with a common equity contribution by the private equity
sponsor The Jordan Co. (not rated)," S&P said.

"Pro forma for the transaction, we estimate leverage to remain
under 4.3x over the next two years. For the rating, we expect the
ratio of free operating cash flow to adjusted debt to be in the
mid-single digits. We do not incorporate any large debt-financed
acquisitions or a significant dividend payout to the sponsors in
our base case, but we expect its financial policies to be
aggressive given its private-equity ownership structure, which is
likely to preclude sustained deleveraging," S&P said.

"Our business risk profile assessment incorporates the company's
direct exposure to original equipment (OE) production levels, a
fairly concentrated overall customer base, and its limited track
record with the new sponsor-ownership. The company's longstanding
customer relationships coupled with recovering demand in most of
its end markets have enabled fair EBITDA margins over the past few
years. However, we think demand weakness in Europe during 2012 and
perhaps 2013, and a slow recovery in other end markets will likely
limit growth beyond the mid-single digits and EBITDA margin
expansion over the next two years. In our base-case scenario we
anticipate some incremental stand-alone costs," S&P said.

"In our view, the company's overall geographic diversity somewhat
offsets its austomer concentration, given the favorable alignment
with global light vehicle production compared with nearly all
rated auto suppliers. In our view, this gives Sequa Auto's
inflator segment the potential to benefit from future automotive
safety regulations worldwide, particularly emerging markets where
penetration levels and growth rates will be likely higher.
Increasing electronic content per vehicle will drive growth in its
power outlets and sensor segment. However, demand for OE is
relatively mature in North America and Europe, and exhibits some
cyclicality," S&P said.

"Sequa Auto's current market share in its high-volume power
outlets and its proprietary propellant technology for its
inflators also support our expectations for steady margins over
the next two years. However, larger auto suppliers such as Autoliv
and Takata that have greater scale and financial and technological
resources somewhat offset its competitive strengths within its
inflator segment," S&P said.

"Sequa Auto's exposure to commodity costs is meaningful, and we
expect any potential short-term fluctuations in commodity costs to
affect free cash flow generation given the lack of pass-through
mechanisms in contracts with customers. However, the company has
demonstrated some ability to offset this risk in the past. This,
coupled with modest capital expenditures of about 2.5% of revenues
annually and modest levels of working capital, led to adequate
cash flow generation even during 2008-2009. We expect this to
continue in 2013-2014," S&P said.

"The stable outlook reflects our expectation that the company's
leverage will remain under 4.3x with free operating cash flow
generation in mid-single digits as a ratio of its adjusted debt
for the next 12 months. This is assuming a slow recovery in its
end markets limiting any significant volume or margin expansion,"
S&P said.

"We could lower our rating if FOCF turned negative for consecutive
quarters, which would reduce liquidity. For example, we estimate
that if EBITDA margins fell by more than 200 basis points over the
next 12 months and revenue growth and working capital performance
are less favorable than we expect, the company could begin to use
cash and need to borrow a meaningful amount under its revolver. We
could also lower the ratings if the company's leverage were to
approach 5x because of shareholder-driven actions such as large
debt-financed acquisitions or dividends to the new sponsors," S&P
said.

"We are unlikely to raise the ratings over the next 12 months,
given the company's business risk profile and private-equity
ownership," S&P said.


BAKERS FOOTWEAR: U.S. Trustee Appoints 11-Member Creditors Panel
----------------------------------------------------------------
Paul A. Randolph, the Assistant U.S. Trustee in St. Louis,
Missouri, appointed 11 members to the official committee of
unsecured creditors in the Chapter 11 case of Bakers Footwear
Group Inc.

The Creditors Committee members are:

       1. Adjunct Trading HK Limited (*interim co-chair)
          Attn.: Jayne Neal
          3630 Corporate Trail Drive
          Earth City, MO 63045
          Tel: 314-209-0150, x. 130

       2. Bob & Bobby, Inc.
          Attn.: Drew DeLisser
          2330 Pontius Ave., Suite 101
          Los Angeles, CA 90064
          Tel: 310-473-7707

       3. East Mount Shoes, Ltd.
          Attn.: Joel A. Kozol
          c/o Joel A. Kozol
          53 State Street
          Boston, MA 02109
          Tel: 617-227-5540

       4. GGP Limited Partnership
          Attn.: Julie Minnick Bowden, National Bankruptcy Manager
          110 N. Wacker Drive
          Chicago, IL 60606
          Tel: 312-960-2707

       5. The H. Company IP, LLC
          Attn.: Reyoung (Rey) Kim
          1201 W. 5th Street, T-1100
          Los Angeles, CA 90017
          Tel: 213-534-3036

       6. Mastership International Co., Ltd.
          Attn: Neil Strauss
          513 Round Hollow Lane
          Southlake, TX 76092
          Tel: 215-732-0820

       7. Pacific Wholesale, Inc.
          Attn: Charles Greer
          5252 Bolsa Avenue
          Huntington Beach, CA 92649
          Tel: 714-943-8820

       8. Pulbright Investment Limited
          T/A Mita Enterprises Company
          Attn: Nishant Vajpayee
          Rm. 31, 10/F 15 Wang Hol Road
          Kowloon Bay Industrial Building
          Kowloon, Hong Kong
          Tel: 212-365-4198

       9. Simon Property Group, Inc. (*interim co-chair)
          Attn: Ronald M. Tucker
          225 West Washington Street
          Indianapolis, IN 46204
          Tel: 317-263-2346

      10. Step Perfect Limited
          Attn: Gregory Goldstein
          c/o G. Goldstein
          169 W. 78th Street
          New York, NY 10024
          Tel: 917-923-0427

      11. Steven Madden, Ltd
          Attn: Alan Novich
          52-16 Barnett Avenue
          Long Island City, NY 11104
          Tel: 718-308-4416

                       About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.


BAKERS FOOTWEAR: Amends List of Top 20 Unsecured Creditors
----------------------------------------------------------
Bakers Footwear Group Inc. filed an amended list of its 20 largest
unsecured creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
East Mount Shoes Ltd.              Trade                $6,910,545
Attn: Ed Rosenfeld
      Addeso Madden
5216 Barnett Ave.
Long Island, NY 11104
Tel:  (718) 308-2263
Fax: (718) 308-8993
E-mail: EdRosenfeld@stevemadden.com

Steven Madden, Ltd.                Debenture           $3,666,667
Attn: Ed Rosenfeld
Addeso Madden
5216 Barnett Ave.
Long Island, NY 11104
Tel:  (718) 308-2263
Fax: (718) 308-8993
E-mail: EdRosenfeld@stevemadden.com

The H Company IP LLC               License             $2,545,000
1201 West 5th Street, T-1100       Agreement
Los Angeles, CA 90017
Attn: Ben Malka
Tel:  (213) 534-3028
Fax: (213) 534-3052
E-mail: ben@halston.com

Bob & Bobby, Inc.                  Trade               $2,042,838
2300 Pontius Ave, Suite 101
Los Angeles, CA 90064
Attn: Bob Keely
Tel:  (310) 473-7707
Fax: (310) 479-9588
E-mail: rkeely@bnbfootwear.com

General Growth Properties, Inc.    Leases              $1,557,423
110 North Wacker Drive
Chicago, IL 60606
Attn: Alan Barocus
Tel:  (312) 960-5000
Fax: (312) 960-5463
Email: alan.barocas@ggp.com

Adjunct Trading HK Limited         Trade               $1,530,080
HSBC Hong Kong
1 Queen's Road Central
Central, Hong Kong
Attn: Diane Butrus
Diba Shoes
E-mail: diane@dibashoes.com

Step Perfect                       Trade               $1,466,990
Unit 1005, 10/F., Tower B,
Hunghom Commercial Ctr
37 Ma Tau Wai Road
Hunghom, Kowloon
Hong Kong
Attn: Greg Goldstein
GCI
E-mail: ggishoes@aol.com

Andrew N. Baur Revocable Trust     Debenture           $1,280,764
165 N. Meramec, Suite 210
St. Louis, MO 63105
Attn: Richard Baur
Tel:  (314) 721-9696
      (314) 721-9697
E-mail: TBaur@conwayir.com

Mastership International           Trade               $1,200,004
Co., Ltd.
Room 8, 6F, #I23 Sec. 3
Taichung Kang Road
Taichung City, Taiwan ROC
Attn: Chris Calcagno
E-mail: calshoo@aol.com

Pacific Wholesale Inc.             Trade               $1,145,300
5252 Bolsa Ave.
Hungtington Beach, CA 92647
Attn: Charles Greer
Tel:  (714) 934-8805
Fax: (714) 934-8044
E-mail: cgreer@titanindustriesinc.com

PUI Bright                         Trade               $1,141,673
RM. 31, 10/F.
Kowloon Bay Industrial Centre
15 Wang Hoi Road
Kowloon Bay, Kowloon, Hong Kong

Simon Property Group, LP           Leases              $1,053,499
225 West Washington Street
Indianapolis, IN 46204
Attn: Rick Sokolov
Tel:  (317) 636-1600
Fax: (317) 684-7221
E-mail: rsokolov@simon.com

Good Earth                         Trade                $925,463
Room 1805, 18/F, 12,
TakHing Street
Jordan, Kowloon
Hong Kong
Attn: Joseph Chang Chainson
Tel:  805-981-8288  x 124
Fax: 805-485-9949
E-mail: joseph_chang@chainson.com

TGL Ltd. (HK)                      Trade                $759,624
Room 1101
Sunbem Centre
27 Shing Yip Street
Kwung Tong, Kwoloon
Hong Kong
Attn: Josephine Di Benedetto
Pacific Worlwide
E-mail: Josephine.dibenetto@pacificworldwide.com

Westfield LLC                      Leases               $753,623
11601 Wilshire Boulevard,
11th Floor
Los Angeles, CA 90025-0509
Attn: Scott Grossman
Tel:  (310) 478-4456
Fax: (310) 478-1267
Email: sgrossman@us.westfield.com

3 Dee International, Inc.          Trade                $660,520
300 Oceangate, Suite 1450
Long Beach, CA 90802
Attn: Ed Rosenfeld
      Addeso Madden
5216 Barnett Ave.
Long Island, NY 11104
Tel:  (718) 308-2263
Fax: (718) 308-8993

Brown Pacific Trading Ltd          Trade                $655,884
Flat L 12th Floor
Shield Industrial Centre
84-92 Chai Wan Kok Street
Tsuen Wan, N.T. Hong Kong
Attn: Caine Phorn Cels
E-mail: cphorn@celsinc.com

Linn H. Bealke Revocable Trust     Debenture            $640,382
305 Carlyle Lake Drive
St. Louis, MO 63141
Attn: Linn Bealke
Tel:  (314) 997-8702
E-mail: linnbealke@yahoo.com

Louis N. Goldring Revocable        Debenture            $640,382
Trust Dtd. 4/15/97
21 Upper Ladue Road
St. Louis, MO 63124
Attn: Louis Goldring
Tel:  (314) 997-5863
      (314) 997-2234

Mississippi Valley Capital, LLC    Debenture            $640,382
101 S. Hanley, Suite 1250
St. Louis, MO 63105
Attn: Scott Fesler
Tel:  (314) 727-4555  x422
Fax: (314) 727-8829
E-mail: sdf@bushodonnell.com

                   About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.


BLUEGREEN CORP: Board Approves PWC as Accountants
-------------------------------------------------
The Audit Committee of Bluegreen Corporation's Board of Directors
approved the engagement of PricewaterhouseCoopers LLP as the
Company's independent registered public accounting firm for the
fiscal year ending Dec. 31, 2012.  PWC also serves as BFC
Financial Corporation's accountant.  BFC holds approximately 54%
of the outstanding common stock of Bluegreen and, accordingly, the
Company's results and financial condition are consolidated into
BFC's financial statements.

As a result of the engagement, the Audit Committee approved the
dismissal of Ernst & Young LLP as independent registered public
accounting firm of the Company.

The audit reports of EY on the Company's financial statements for
the years ended Dec. 31, 2011, and 2010 did not contain an adverse
opinion or disclaimer of opinion, nor was either of those reports
qualified or modified as to uncertainty, audit scope or accounting
principles, except for the modifications due to the adoption of
ASC 860 and 810 on Jan. 1, 2010.

During the years ended Dec. 31, 2011, and 2010 and the interim
period from Jan. 1, 2012, through Oct. 17, 2012, the Company did
not consult with PwC regarding any matter.

Moreover, the Board approved Dec. 13, 2012, as the meeting date
for the Company's 2012 Annual Meeting of Shareholders.  Because
that date is more than 30 days following the anniversary of the
Company's 2011 Annual Meeting of Shareholders, the deadline for
any shareholder proposal, including director nomination, to be
considered for inclusion in the Company's proxy materials for its
2012 Annual Meeting has been extended until Nov. 2, 2012.

                       About Bluegreen Corp.

Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.

The Company reported a net loss of $17.25 million in 2011,
compared with a net loss of $43.96 million in 2010.

The Company's balance sheet at June 30, 2012, showed $1.04 billion
in total assets, $716.94 million in total liabilities, and
$325.75 million in total shareholders' equity.

                           *     *     *

In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.


CBS I LLC: Hearing on Disclosure Statement Continued to Nov. 7
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada approved the
stipulation between CBS I, LLC, and objecting Secured Creditor
U.S. Bank National Association, as Trustee for the Registered
Holders of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates Series 2006-C28, continuing the
hearing on the Disclosure Statement (filed Sept. 5, 2012), to
Nov. 7, 2012, at 9:30 a.m.  The Debtor will have until Oct. 30,
2012, to file its reply to the opposition of U.S. Bank, if any, to
the Disclosure Statement, if filed on or before Oct. 23, 2012,
pursuant to the stipulation.

As reported in the TCR on Sept. 12, 2012, the U.S. Bank loan will
be restructured and refinanced, with the refinanced loan to mature
in 120 months and the Debtor making interest-only payments in the
first 36 months.  The remaining 84 monthly payments will be
interest and principal payments bases on a 30-year amortization
schedule with a final balloon payment for the remaining balance
payable 120 months from the first monthly payment made pursuant to
the payment terms of the U.S. Bank Refinanced Secured Loan.

General unsecured claimants who are not insiders -- estimated in
excess of 30,000 -- will receive payment of 100% of their filed
claims to be paid six months after entry of the confirmation order
with simple interest at a rate of 3%.  Holders of insider
unsecured claims won't receive anything.

A copy of the Disclosure Statement is available for free at:

   http://bankrupt.com/misc/CBS_I_Plan_Outline_090512.pdf

                           About CBS I

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Company is a limited liability
company whose sole asset consists of 71,546 square feet of gross
rentable building area on a site containing approximately 206,474
net square feet or 4.74 acres, located at 10100 West Charleston
Boulevard, in Las Vegas, Nevada.  Debtor is owned by Jeff Susa
(25%), Breslin Family Trust (25%), M&J Corrigan Family Trust (25%)
and S&L Corrigan Family Trust (25%).

The Debtor scheduled assets of $19,356,448 and liabilities of
$19,422,805.  Judge Mike K. Nakagawa presides over the case.  Jeff
Susa signed the petition as manager.

The bankruptcy filing came after U.S. Bank, trustee for holders of
the $16.4 million mortgage, initiated foreclosure proceedings and
filed a lawsuit May 24, 2012, in Clark County District Court
asking that a receiver be appointed to take control of the
Summerlin building in Howard Hughes Plaza at 10100 West Charleston
Blvd., just west of Hualapai Way.

Zachariah Larson, Esq., at Marquis Aurbach Coffing, in Las Vegas,
represents the Debtor as bankruptcy counsel.  Dimitri P. Dalacas,
Esq., at Flangas McMillan Law Group, in Las Vegas, represents the
Debtor as special counsel.


CHEROKEE SIMEON: Owner of Former Acid-Factory Site Files Ch. 11
---------------------------------------------------------------
Cherokee Simeon Venture I LLC has sought Chapter 11 protection in
the U.S Bankruptcy Court for the District of Delaware (Case No.
12-12913), citing about $50 million each in assets and debt.

Phil Milford at Bloomberg News reports that Brian Spiller,
Cherokee manager, said in court papers that the company's
officials determined that "it is desirable and in the best
interests of the company, its creditors" and related parties to
seek Chapter 11 protection.

Cherokee Simeon is an AstraZeneca Plc affiliate that owns a
contaminated former acid-factory site in Richmond, California.
Bloomberg says the waste site, along San Francisco Bay, was
developed in 1897 by Stauffer Chemical Co., later Bayer
CropScience Inc., to make sulfuric acid, and until the 1970s was
also used to produce agricultural products including fertilizer,
according to a 2005 maintenance plan submitted to the California
Environmental Protection Agency.

The report notes, through a series of deals, chemical maker Zeneca
Inc., an AstraZeneca unit, acquired the site and sold it to
Cherokee in 2002.  The 31-acre plot was capped with a cement
mixture and Cherokee was ordered by state environmental officials
to maintain the cap.

The report adds toxins found at the site or in groundwater include
arsenic, DDT, lead, copper, mercury, nickel and vinyl chloride,
according to the California agency.

Bloomberg says Zeneca Inc. is listed in court papers as an
unsecured creditor owed as much as $42.9 million.


CITIZENS CORP: Files Clawback Suit Against Chairman, Relatives
--------------------------------------------------------------
Brian Reisinger, senior staff reporter at Nashville Business
Journal, reports that the trustee in the Chapter 11 bankruptcy
case of Citizens Corp. is pursuing $300,000 in claims against
those he says owe the company money.

According to the report, Gary Murphey of Atlanta, Ga.-based
Resurgence Financial Services, as bankruptcy trustee, is pursuing
claims against Citizens Chairman Ed Lowery, his brother Marvin and
sister-in-law Betty Lowery Jeffreys.  He has also filed against
Alden Edwards of Huntsville, Ala., and Vanecia and Luie Kimbrow of
Collierville.

The report relates the filings amount to Mr. Murphey's first moves
to recoup money owed to Citizens, following his first priority of
selling subsidiary Financial Data Technology Corp. to repay
creditors.

The report notes, as court-appointed trustee, Mr. Murphey's
responsibility is to find who owes Citizens money in order to
ultimately repay creditors.  While these are his first attempts to
do so, the dollar amounts are small relative to other battles in
the case, and Lowery attorney Nader Baydoun, Esq., said he expects
the Lowerys to quickly arrange for payment.

"My understanding is that these matters are going to be resolved
promptly," the report quotes Mr. Baydoun, of Baydoun & Knight of
Nashville, as saying.

The report notes Citizens said in court documents Alden Edwards
owes the estate nearly $235,000.  Next is the Lowerys at nearly
$44,000, then the Kimbrows with more than $21,000.

The report relates the sale of FiData was the most recent
significant step in the saga of Ed Lowery, a prominent financial
entrepreneur and significant client of the failed Tennessee
Commerce Bank.  Mr. Lowery is also going on offense himself,
saying FiData leadership and lenders damaged him by seizing
control of the company while he was trying to negotiate a way to
pay off his debt.

                        About Citizens Corp.

Franklin, Tennessee-based Citizens Corp. operates a mortgage
brokerage business.  Citizens Corp. filed for Chapter 11
bankruptcy (Bankr. M.D. Tenn. Case No. 11-11792) on Nov. 28, 2011.
Judge George C. Paine, II, presides over the case.  The Debtor
employed Robert J. Mendes, Esq., at MGLAW, PLLC, as its counsel.
Citizens, in its amended schedules disclosed $53,971,951 in assets
and $17,885,280 in liabilities as of the Chapter 11 filing.

Lenders Tennessee Commerce Bank is represented by David W.
Houston, IV, Esq., at Burr & Forman LLP.

Citizens filed a reorganization plan offering to pay all
creditors in full over time, including Tennessee Commerce Bank and
other secured lenders owed $17.3 million.  Unsecured creditors,
owed a combined $81,000, would be paid off in equal installments
over five years.

On Feb. 27, 2012, the Court granted the request of lender Legends
Bank for appointment of a Chapter 11 trustee.  The Court held that
an independent person must review many of the transactions
involving CEO Ed Lowery, and its wholly owned subsidiary,
Financial Data Technology Corporation.  Gary M. Murphey, the
Chapter 11 trustee is represented by Harwell, Howard, Hyne,
Gabbert & Manner, P.C.

Marion Ed Lowery, a former owner of Peoples State Bank of Commerce
of Nolensville and various other entities, is the subject of
federal investigation and his ventures have ties throughout the
Middle Tennessee banking community.  He signed the Chapter 11
petition.


CLUB VILLAGE: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Club Village, LLC
        1601 NW 13 St.
        Boca Raton, FL 33486

Bankruptcy Case No.: 12-35171

Chapter 11 Petition Date: October 22, 2012

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

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Aaron A. Wernick, Esq.
                  FURR & COHEN
                  2255 Glades Rd # 337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  E-mail: awernick@furrcohen.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 15 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/flsb12-35171.pdf

The petition was signed by Fred DeFalco, managing member.


COLDWATER PORTFOLIO: Hearing on Cash Collateral Set for Nov. 6
--------------------------------------------------------------
The Hon. Harry C. Dees, Jr., of the U.S. Bankruptcy Court for the
Northern District of Indiana has scheduled for Nov. 6, 2012, at
10:30 a.m. the hearing on Coldwater Portfolio Partners, LLC's
request to expand its use of cash collateral.

As reported by the Troubled Company Reporter on Aug. 29, 2012, the
Court previously authorized the Debtor to access the cash
collateral of U.S. Bank National Association on a final basis.

On Sept. 20, 2012, the Debtor filed a motion seeking court
approval to use certain cash collateral, which generally consists
of income generated from rents collected at the Debtor's
properties, for tenant improvements on 16 sites.  According to the
Debtor, 10 of those sites have tenants waiting to use the space if
the Debtor is permitted to fund tenant improvements, while the
other six sites soon could be made ready for tenant use and allow
the Debtor to expedite their leasing if the Debtor is permitted to
fund those tenant improvements.  Of the 10 sites where the Debtor
has tenants ready to lease space upon the completion of tenant
improvements, the Debtor proposes to use $137,260 of Rents for
improvements, which would then result in increased net operating
income of over $305,000 annually.

The proposed adequate protection includes (i) substantial cash
payments to the Lender, (ii) cash collateral usage pursuant to
the Operating Budget that provides for continual cash build-up,
(iii) the use of funds, pursuant to the operating budget, to
preserve or increase the value of the cash collateral (including
rents) through the effective operation of the Debtor's business,
including tenant improvements to induce new tenants to enter
leases at the Debtor's retail centers, and (iv) the Lender's
continued liens on Cash Collateral pursuant to Section 552 of the
U.S. Bankruptcy Code.  The operating budget includes the costs of
conducting this Chapter 11 case, including the fees of the
Debtor's professionals and fees owed to the Office of the United
States Trustee.  A copy of the budget is available for free at:

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

On Oct. 12, 2012, the Lender filed an objection against the
Debtor's request to use cash collateral, claiming that the Debtor
seeks to revise the terms of the final cash use order to enable
the Debtor to make excessive and unwarranted payments to the
Debtor's professionals and insiders.  The Lender said that the
Debtor has incurred over $199,000 in post-petition legal fees, in
addition to the $45,361 paid to Debtor's counsel on the Petition
Date on account of prepetition services related to its Chapter 11
case.  "The Debtor paid insiders over $140,000 since the filing of
this straight-forward case over six months ago, but has made no
progress toward proposing a confirmable plan," the Lender stated.

The Lender is represented by:

      James M. Carr, Esq.
      Dustin R. DeNeal, Esq.
      FAEGRE BAKER DANIELS LLP
      300 North Meridian Street, Suite 2700
      Indianapolis, IN 46204-1750
      Tel: (317) 237-0300
      Fax: (317) 237-1000
      E-mail: jim.carr@faegrebd.com
              dustin.deneal@faegrebd.com

                  - and -

      Carl A. Greci, Esq.
      FAEGRE BAKER DANIELS LLP
      202 South Michigan Street, Suite 1400
      South Bend, IN 46601
      Tel.: (574) 234-4149
      Fax: (574) 239-1900
      E-mail: carl.greci@faegrebd.com

                  - and -

      Megan B. Odell, Esq.
      Marc N. Swanson, Esq.
      MILLER CANFIELD PADDOCK AND STONE, P.L.C.
      840 West Long Lake Road, Suite 200
      Troy, MI 48098
      Tel: (248) 267-3215
      Fax: (248) 879-2001
      E-mail: odell@millercanfield.com

                About Coldwater Portfolio Partners

Coldwater Portfolio Partners LLC filed a voluntary Chapter 11
etition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012.
CPP, a limited liability company organized under the laws of the
state of Delaware, was formed in January 2006 with the purpose of
owning and operating 38 commercial real estate properties.  The
majority of the properties are shadow retail centers located
adjacent to Wal-Mart Supercenters throughout the Midwest and
Southern States.  The Debtor has developed relationships with
nationwide retailers who operate local stores at the Shadow Retail
Centers, including Dollar Tree, Game Stop, Sally Beauty, and
Fashion Bug.  The Shadow Retail Centers are particularly
attractive commercial retail properties with business arising from
the Wal-Mart customer traffic.

Bankruptcy Judge Harry C. Dees, Jr., oversees the case.  Forrest
B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill &
Stelle LLC, serve as the Debtor's counsel.  CPP estimated assets
of $10 million to $50 million and debts of $50 million to
$100 million.

CPP is a subsidiary of CPP Holdings LLC.  Kenneth S. Klein,
manager of CPP, signed the Chapter 11 petition.  A related entity,
Coldwater Portfolio Partners II, LLC, owns and operates nine
shadow retail centers in the Midwest and Southern United States.
Klein Retail Centers, Inc. is the parent of Coldwater II.


COSO GEOTHERMAL: Fitch Junks Rating on $629-Mil. Certificates
-------------------------------------------------------------
Fitch Ratings has downgraded the rating on Coso Geothermal Power
Holdings LLC's (CGP) $629 million ($517 million outstanding) pass-
through certificates due 2026 to 'CC' from 'CCC'.  The ratings
downgrade reflects Fitch's expectation that default is probable,
as operating cash flows and reserve funds will be insufficient to
meet long-term financial obligations.

Key Rating Drivers

  -- Geothermal Resource Depletion: Underperformance of the
     geothermal resource has lowered net operating capacity at the
     Coso geothermal project's (Coso) three interlinked geothermal
     power plants.  As a result, energy revenues have fallen to
     levels that are not sufficient to meet debt obligations.

  -- Expected Payment Shortfall: Fitch's expectation for Coso's
     operating performance indicates a shortfall in cash available
     for the January 2013 debt service payment.  Fitch projects
     that Coso will depend upon funds in the senior rent reserve
     to meet future debt obligations.

  -- Uncertain Financial Support: Letters of credit (LC) issued to
     support the power purchase agreement collateral posting and
     senior debt service reserve are set to expire on Nov. 30,
     2012.  If not renewed or replaced, the LCs could be drawn,
     substantially increasing Coso's financial obligations.

  -- Limited Price Risk: Variable pricing on energy sales is now
     limited to one-fifth of total revenues between July 2014 and
     March 2019.  Coso executed an amendment with off-taker
     Southern California Edison (SCE) to fix the energy price
     earned at the BLM plant through June 30, 2014.

What Could Trigger A Rating Action

  -- If the geothermal resource depletion accelerates, revenues
     and cash flows will shrink more quickly, reducing already
     below breakeven coverages.

  -- Continuing reliance on reserve funds could exhaust project
     liquidity absent an improvement in Coso's revenue profile.

Security

Each tranche of the certificates represents an undivided interest
in a related pass-through trust, which holds the lessor notes
(notes) issued by the owner lessors.  The notes are the sole
collateral and source of repayment of the certificates.

Credit Update

The downgrade is based upon the strong likelihood that Coso will
default on its debt service obligations in the near future.  Coso
has been unable to reverse a steady decline in geothermal resource
output, and cash flow is expected to be insufficient to meet the
debt portion of the lease rent obligation beginning with the
January 2013 payment.  Absent a significant improvement in net
capacity levels, operating cash flow will fall short of required
payments, and reserve funds will eventually be exhausted, leading
to default on the certificates.

In developing a base case for long-term expected performance,
Fitch utilized recent performance as an assumption for Coso's net
capacity and applied minimal additional stress.  This scenario
indicates a financial profile in which default is probable.  Fitch
expects Coso to operate close to or below breakeven levels on its
debt obligations for the remainder of the debt tenor, with a debt
service coverage ratio (DSCR) average of 0.84 times (x) and
minimum of 0.70x.

Despite continuing geothermal resource decline, CGP has not yet
tapped its senior debt service reserve LC to support payment
obligations.  However, Fitch anticipates that there will be a
shortfall for the upcoming $45.1 million rent payment due January
2013. Fitch projects that cash flow for all of 2013 will result in
a debt service coverage ratio of 0.70x prior to reserve support.

Fitch projects that the reserve will be fully depleted between
2015 and 2017, leading to a payment default on the CGP
certificates.  This scenario assumes that Coso will extend or
replace its current credit facility, which is set to expire on
Nov. 30, 2012.  If the facility is not extended or replaced, it is
likely that Coso would draw on the existing LC, creating
additional debt obligations that would accelerate default.

CGP is a special-purpose company formed to lease and operate the
Coso project, which consists of three interlinked geothermal power
plants located in Inyo County, CA. Coso provides royalty payments
to the U.S. Navy and the Bureau of Land Management for use of the
geothermal resource.  Under a series of power purchase agreements,
Coso's entire output will be sold to SCE through January 2030.
Cash flows from both Coso and Beowawe, an affiliated geothermal
project in Nevada, are available to service CGP's rent payments
under the CGP lease.  Rent payments are the sole source of cash
available to pay debt service on the pass-through trust
certificates.


DELTATHREE INC: Elects Donna Reeves-Collins as Director
-------------------------------------------------------
The Board of Directors elected Donna Reeves-Collins to serve as a
director of deltathree, Inc., effective Oct. 23, 2012.  The Board
also appointed Ms. Reeves-Collins to serve as a member of each of
the Audit Committee and Compensation Committee.

Ms. Reeves-Collins has served as Managing Director of Rich
Products Corporation's new ventures/product development division
since December 2007.  She joined Rich Products following its
signing of a joint venture development agreement with Cole &
Parks, a bakery cafe restaurant which develops unique food
products that was founded by Ms. Reeves-Collins in November 2003
and where Ms. Reeves-Collins has served as CEO since its
inception.  Prior to founding Cole & Parks, Ms. Reeves-Collins
served in a number of positions at Frontier Corporation, including
Senior Vice President of Sales, President of Sales for the Western
Region and President and COO of a joint venture with Verizon
Wireless.  Following Frontier's acquisition by Global Crossing in
1999, Ms. Reeves-Collins served as the Senior Vice President of
Sales - Media & Entertainment for Global Crossing through 2001.

Ms. Reeves-Collins will receive an annual compensation of $20,000
for her service as a director, $5,000 for her service as a member
of the Audit Committee and $5,000 for her service as a member of
the Compensation Committee.

In addition, on Oct. 23, 2012, the Board of Directors granted Ms.
Reeves-Collins options to purchase 100,000 shares of the Company's
common stock in accordance with the Company's 2009 Stock Incentive
Plan.  Ms. Reeves-Collins will be eligible to participate in all
incentive compensation plans or arrangements available to the
Company's directors.

                          About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.

The Company reported a net loss of $3.05 million in 2011, a net
loss of $2.49 million in 2010, and a net loss of $3.19 million in
2009.

The Company's balance sheet at June 30, 2012, showed $2.27 million
in total assets, $7.52 million in total liabilities, and a
$5.24 million total stockholders' deficiency.

After auditing the 2011 results, Brightman Almagor Zohar & Co.,
noted that Company's recurring losses from operations and
deficiency in stockholders' equity raise substantial doubt about
its ability to continue as a going concern.

                        Bankruptcy Warning

"In view of the Company's current cash resources, nondiscretionary
expenses, debt and near term debt service obligations, the Company
may begin to explore all strategic alternatives available to it,
including, but not limited to, a sale or merger of the Company, a
sale of its assets, recapitalization, partnership, debt or equity
financing, voluntary deregistration of its securities, financial
reorganization, liquidation and/or ceasing operations," the
Company said in its quarterly report for the period ended June 30,
2012.  "In the event that the Company requires but is unable to
secure additional funding, the Company may determine that it is in
its best interests to voluntarily seek relief under Chapter 11 of
the U.S. Bankruptcy Code."


E*TRADE FINANCIAL: DBRS Assigns 'B(high)' Senior Debt Rating
------------------------------------------------------------
DBRS, Inc. has commented that its ratings of E*TRADE Financial
Corporation (E*TRADE or the Company) remain unchanged following
the release of the Company's 3Q12 results.  DBRS rates E*TRADE's
Issuer & Senior Debt at B (high) and E*TRADE Bank's (the Bank)
Deposits & Senior Debt at BB.  All ratings have a Stable trend.
The Company reported a net loss of $29 million in 3Q12, following
net income of $40 million 2Q12 and net income of $71 million in
3Q11.  The quarter was highlighted by an elevated loan loss
provision that was in large part due to a third party servicer not
providing timely information related to borrower bankruptcies.  As
a result, the Company's loan loss provisions more than doubled
sequentially to $141 million.

While the quarterly loss is disappointing, DBRS notes that there
was evidence of continued positive underlying trends for the
Company in 3Q12 results.  E*TRADE reported sustained momentum in
its flagship brokerage business, positive quarter-over-quarter
(QoQ) operating leverage and further improvement in asset quality
metrics.  There was also a notable reduction in wholesale
borrowings in the quarter and the Company is targeting $3 billion
of additional deleveraging in the fourth quarter.

In general, the Company's results were reflective of the typically
seasonally weak third quarter.  E*TRADE's net revenues of $490
million for 3Q12 compared favorably to $452 million in 2Q12, but
were down from $507 million in 3Q11.  Net interest income of $261
million in 3Q12 was down 15% YoY and 7% lower than 2Q12, due to
further narrowing of the net interest spread.  Positively, 3Q12
net revenues were supported by non-interest income at $229
million, the highest level for nine quarters.  Non-interest income
was boosted by $79 million in net gains on securities, which were
up $54 million from 2Q12.  DBRS notes that the 3Q12 gain on sale
of securities was directly related to the Company's deleveraging
in the quarter.  Specifically, the extra gains offset $51 million
of charges related to the prepayment of $520 million of fixed rate
wholesale borrowings.  The sale of the securities also brought
down asset levels in line with the reduced liabilities, thereby
improving leverage.

Importantly from a ratings perspective, DBRS sees the Company as
having success in its core brokerage franchise.  The Trading and
Investment segment, which is largely the online brokerage
franchise, generated net income of $127 million in 3Q12, down only
slightly from 2Q12 net income of $129 million.  Positively for
future results, this segment added 18,000 in net new brokerage
accounts (up from 13,000 in 3Q11) and $1.9 billion in net new
customer assets in 3Q12 (down from $2.6 billion in 3Q11), as well
as reporting E*TRADE's second best quarter in terms of account
retention with an annualized churn rate of just 8.5%.
Nevertheless, daily average revenue trades (DARTs) of 128,701 were
down 7% QoQ and 22% year-over-year (YoY).  DBRS sees lower DARTs
in the quarter as reflective of the challenging environment and
not the result of any weakening of the E*TRADE franchise.  The
decline in DARTs at E*TRADE was consistent with industry trends.

The Company's other segment, Balance Sheet Management (BSM), which
houses E*TRADE's legacy loan portfolio, reported a net loss of $12
million for 3Q12.  BSM's loss was driven by the aforementioned
$141 million loan loss provision.  Importantly, however, E*TRADE's
asset quality metrics continue to signal improvement.  For the
entire loan portfolio, special mention delinquencies (30-89 days
past due) were down 6% and total at-risk delinquencies (30-179
days past due) were down 7% sequentially.  Both were down 29% YoY.
Total delinquent loans (excluding TDRs) as a percentage of gross
loans declined to 7.6% at 30 September 2012 from 9.6% a year
earlier.  The legacy loan portfolio decreased by $616 million
during 3Q12 to $11.1 billion and has shrunk 66% from its peak.

Management continues to emphasize cost control to help alleviate
revenue pressure on its earnings.  Total 3Q12 operating expenses
of $289 million were impacted by $13 million in severance pay,
driving a 3% QoQ increase.  However, with quarterly revenues
rising 8% sequentially, the Company recorded positive operating
leverage for 3Q12.  Looking ahead, E*TRADE has identified $70
million in expense reductions and expects to meet its new target
of $100 million in reductions from run-rate expenses by the end of
2013.

Reducing the size of the balance sheet remains a priority for
management.  During the quarter, $1.3 billion of deleveraging
initiatives were completed and, as noted, another $3 billion are
targeted for 4Q12.  This target is expected to be reached through
a combination of reduced wholesale borrowings, the transfer of
$1.2 billion of sweep deposits to a third party, and the
anticipated movement of some customer payables (segregated cash)
into third party money market funds.  Ultimately, the Company is
targeting a Bank Tier 1 leverage ratio of 9.5% which should
facilitate regulatory approval for excess Bank capital to be
distributed to the parent to help pay off high cost debt at the
parent level.  At quarter end, the Bank's Tier 1 leverage ratio
was 7.9%, unchanged from 2Q12.

On a consolidated basis, E*TRADE reported a Tier 1 common ratio of
10.9% at 3Q12, up from 10.2% in 2Q12 and 9.3% in 3Q11.  At the
Bank-level, the Company reported a Tier 1 common ratio of 18.0% at
3Q12, up from 16.7% at 2Q12 and 16.0% at 3Q11.  The solid capital
ratios reflect E*TRADE's comfortable capital cushion that provides
it with it ample loss absorption capacity, in DBRS's view.


EAST WEST CAPITAL: Fitch Keeps BB- Rating on Trust Preferred Secs.
------------------------------------------------------------------
Fitch Ratings has affirmed the long- and short-term Issuer Default
Ratings (IDR) of East West Bancorp, Inc. (EWBC) at 'BBB' and 'F2',
respectively.  The Rating Outlook is Stable.

The affirmation of the IDRs reflects EWBC's strong operating
performance and improving asset quality.  However, ratings are
constrained due to EWBC's aggressive growth in commercial and
industrial (C&I) lending and heavy reliance on spread income to
generate earnings.

EWBC's earnings remain solid, and continue to outperform its peer
group.  The net interest margin (NIM) remains around 4%, and is
viewed favorably by Fitch given the challenging interest rate
environment.  Fitch makes various adjustments to EWBC's reported
earnings related to purchased loan accretion, and the
indemnification asset.  Excluding these items, the adjusted return
on assets (ROA) and NIM are solid at 1.33% and 4.06% for the nine
months ending 2012, respectively.  EWBC has managed to lower its
cost of funding, primarily through lower FHLB and time deposit
balances; however, long-dated repo agreements continue to drag the
NIM to the tune of 24 basis points (bps).  Fitch acknowledges that
the NIM could see some downward pressure as EWBC continues to
replace run-off in its covered loan portfolio with assets
originated at lower yields.  Any presumed pressure to EWBC's NIM
would be in line with peers.

EWBC's loan portfolio includes a large portion of loans originated
by the bank, as well as approximately $3.2 billion in covered
loans acquired primarily through its FDIC-assisted acquisition of
United Commercial Bank in 2009.  The inherent credit risk in the
covered loan book is considered manageable given the FDIC loss-
sharing agreement.  In terms of the non-covered portfolio, which
comprises 77% of total loans, credit risk trends are moderating,
and compare favorably to the peer group.  Non-performing assets
(NPAs) have largely trended positively, and loss experience has
been modest.  Annualized net charge-offs (NCOs) through the first
nine months of 2012 in the non-covered loan portfolio totaled
40bps, and continue to reflect an improving trend.

Fitch maintains some reservations regarding EWBC's loan growth
primarily in its C&I book. C&I loans have grown 120% over the past
24 months.  This level of growth is viewed cautiously by Fitch,
especially in light of the competitive environment for C&I loans
among smaller banks.  Given the recent growth, this book has not
fully seasoned yet, and Fitch will monitor asset quality trends
closely for any deterioration.

Fitch considers direct exposure to China to be limited as the
acquired China book, which represents 1.31% of the non-covered
loan portfolio, continues to run-off and trade-finance primarily
represents short-term import finance loans that are not reliant on
the Chinese economy.  That being said, Fitch will continue to
monitor EWBC's exposure to China.

Fitch also negatively views EWBC's heavy reliance on spread income
given the company's size.  EWBC's non-interest income which has
averaged around 11% of revenue is significantly weaker than its
peer group average of 30%.

Capital levels have largely remained stable and in line with 'BBB'
rated peers.  Fitch Core Capital (FCC) to Tangible Assets
increased to 8.62% at Sept. 30, 2012 from 8.25% a year earlier.
The company has articulated plans to initiate another share
buyback program in 2013 and increase its quarterly common
dividend.  Although EWBC continues to be a strong earner, Fitch
views the plan with some caution given the company's aggressive
C&I loan growth, upcoming regulatory changes with regards to risk
weighting assets under Basel III, as well as the expiring loss
share agreement on commercial covered loans in November 2014.

Rating Sensitivities

EWBC's ratings are considered to be at the higher end of their
potential range in the medium term given the reliance on spread
income and aggressive loan portfolio growth.  Any upward ratings
momentum would be driven by a mature loan portfolio with
performance history and an increase in fee income to be in line
with EWBC's peer group.

EWBC's rating could be downgraded if direct exposure to China
increases, substantial deterioration in asset quality occurs or
earnings come under pressure.

Fitch has affirmed the following ratings with a Stable Outlook:

East West Bancorp, Inc.

  -- Long-term IDR at 'BBB';
  -- Short-term IDR at 'F2';
  -- Viability Rating at 'bbb';
  -- Support at '5';
  -- Support Floor at 'NF'.

East West Bank

  -- Long-term IDR at 'BBB';
  -- Long-term deposits at 'BBB+';
  -- Short-term IDR at 'F2';
  -- Short-term deposits at 'F2';
  -- Viability Rating at 'bbb';
  -- Support at '5';
  -- Support Floor at 'NF'.

East West Capital Statutory Trust III, East West Capital Trust IV,
V, VI, VII, VIII & IX

  -- Trust preferred securities at 'BB-'.


ELITE TEAM: Case Summary & 3 Unsecured Creditors
------------------------------------------------
Debtor: Elite Team, LP
        dba Domino's Pizza
        4400 N. Big Spring St., Suite C-34
        Midland, TX 79705

Bankruptcy Case No.: 12-70188

Chapter 11 Petition Date: October 22, 2012

Court: United States Bankruptcy Court
       Western District of Texas (Midland)

Judge: Ronald B. King

Debtor's Counsel: James Samuel Wilkins, Esq.
                  WILLIS & WILKINS, LLP
                  100 W Houston St, Suite 1275
                  San Antonio, TX 78205
                  Tel: (210) 271-9212
                  Fax: (210) 271-9389
                  E-mail: jwilkins@stic.net

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its three unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txwb12-70188.pdf

The petition was signed by James Gerety, manager of Elite Pizza
Texas LLC, general partner.


FCC HOLDINGS: S&P Ups ICR to 'CCC+' on Stabilized Credit Quality
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term issuer
credit rating on FCC Holdings LLC (First Capital) to 'CCC+' from
'CCC'. "We also raised our rating on the company's senior
unsecured notes to 'CCC+' from 'CCC'. The outlook is stable," S&P
said.

"We believe FCC Holdings has stabilized its credit quality and
made some progress toward extending or replacing its senior
secured credit facilities that mature in 2013," said Standard &
Poor's credit analyst Brendan Browne. "Since charging off over 10%
of its loans in fourth-quarter 2011, the company has reported
minimal loan losses and returned to profitability."

"The company has started working with existing and new lenders to
extend or replace its current senior secured funding lines, all of
which mature in 2013. We believe the company will most likely
maintain adequate funding capacity beyond 2013," S&P said.

"Our stable outlook on First Capital reflects our expectation that
the company will most likely maintain adequate capacity on its
funding lines beyond 2013, remain profitable, and stay in
compliance with all covenants on its debt," said Mr. Browne. "We
also expect the company to work through its NPAs without
substantial further losses," S&P said.

"We could lower the rating if the company's borrowing capacity on
its funding lines falls substantially or if losses on its
remaining NPAs jeopardize its ability to stay in compliance with
its debt covenants. For instance, as of June 30, 2012, the
company's tangible net worth exceeded the minimal covenant
required at yearend 2012 by less than $10 million. If further
losses on the company's NPAs caused a breach of this covenant, we
could lower the rating," S&P said.

"We could upgrade First Capital if the company not only maintains
adequate funding but also demonstrates an improvement in its
profitability. Even with fairly low credit losses in 2012, the
company has only produced slightly better-than-breakeven
earnings," S&P said.


FORESIGHT ENERGY: Moody's Rates $110MM Add-On Sr. Notes 'Caa1'
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 to Foresight Energy
LLC's $110 million add-on of senior unsecured notes to its
existing $400 million note issue. Foresight's corporate family
rating (CFR) and probability of default rating (PDR) are unchanged
at B2. The outlook is stable.

Assignments:

  Issuer: Foresight Energy, LLC

    Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5,
    81%)

Ratings Rationale

Foresight's B2 CFR reflects Moody's expectation that the company's
operating performance, leverage and debt protection metrics will
improve meaningfully in 2012 and 2013 relative to historical
performance, due to significant new production capacity coming
online in 2012. Prior to 2012, the company predominantly relied on
a single mine, Williamson, for its coal production, and had
substantially negative free cash flows due to its capital
expansion projects. Following the start-up of Sugar Camp's first
longwall mining system on March 1, 2012 and the start-up of
Hillsboro's first longwall in the third quarter of 2012, Moody's
expects that the company will achieve a significant increase in
sales volume and operational diversification. Moody's expects that
in 2012, Foresight will sell over 14 million tons of coal,
compared to approximately 9 million tons in 2011. Moody's expects
Debt/ EBITDA, as adjusted, to decline to under 3.5x from about 5x
historically, and free cash flows to improve over the next
eighteen months.

Foresight's B2 CFR continues to reflect its approximately 3
billion tons of coal reserves, the anticipated low cost of its
existing and planned mines, advantageous transportation
flexibility, and insignificant legacy liabilities. Although the US
coal industry faces a number of challenges, including competition
from cheap and abundant natural gas and significant regulatory
pressures, Moody's expects that Foresight will be able to grow its
sales volumes due to a significant proportion of its sales being
made to domestic utilities that have installed sulfurous emissions
mitigation equipment (scrubbers) and into the export markets,
which Moody's expects to grow. The ratings also consider the
company's solid contracted position for the remainder of 2012 and
2013 at favorable prices.

Under Moody's loss given default methodology the senior unsecured
rating of Caa1 reflects the position of the the notes in the
liability waterfall behind the large amount of secured debt in the
capital structure, including longwall equipment financing
arrangements and the secured credit facility.

The SGL-3 speculative grade liquidity rating reflects Moody's
belief that Foresight will maintain an adequate liquidity profile
over the next 12 months. As of June 30, 2012, the company had
approximately $45 million of cash and $93 million available under
its senior secured credit facility, which expires in August 2014.
The company is subject to financial maintenance covenants,
including a maximum leverage and minimum interest coverage ratios.
Moody's expects the company to be in compliance over the next
twelve months.

The stable outlook reflects Moody's expectation that the company
will continue to evidence improving debt protection metrics on the
higher coal shipments that will result from the start-up of Sugar
Camp and Hillsboro. In addition, the broader operating mine
profile diminishes the risk associated with relying on a single
mine and provides greater operating flexibility to the company.
The company's low cost operations and its sales strategy, which
includes long-term contracts further under pin the outlook.

The ratings could be upgraded should adjusted Debt/ EBITDA be
sustained below 3x, while EBIT/ Interest is sustained above 2.5x.
The ratings could be downgraded if Debt/ EBITDA, as adjusted, is
expected to increase above 4x, or if the company's liquidity
position deteriorates.

The principal methodology used in rating Foresight Energy LLC was
the Global Mining Industry Methodology published in May 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 St. Louis, Missouri, Foresight Energy, LLC
(Foresight) is a growing thermal coal producer operating in the
Illinois Basin. Currently, the company has four operating mining
complexes and over 3 billion tons of coal reserves. For the twelve
months ended June 30, 2012, Foresight produced approximately 11
million tons of coal and generated total revenues of $668 million.


FORESIGHT ENERGY: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on St. Louis-based Foresight Energy LLC. The rating
outlook is stable.

"At the same time, we affirmed the 'B' issue-level rating (the
same as the corporate credit rating) on Foresight's 9.625% senior
unsecured notes due 2017. The proposed $110 million add-on to the
existing $400 million notes brings the total to $510 million. At
the same time, we revised the recovery rating to '4' from '3'. The
'4' recovery rating indicates our expectation of average (30% to
50%) recovery for lenders in the event of a payment default," S&P
said.

"The affirmation and stable outlook reflect our view that despite
the additional debt, Foresight's low costs and higher production
are likely to keep credit measures consistent with an "aggressive"
financial risk profile despite difficult industry conditions,"
said credit analyst Marie Shmaruk. "Although we expect weak
domestic coal market conditions and high utility inventories to
continue to pressure pricing, the additional volumes and the
company's low cost structure should allow Foresight to maintain
credit metrics that are consistent with the 'B' rating."

"The stable outlook reflects our expectation that the company
should be able to maintain operating and financial performance
that is consistent with the rating during the next couple of
years, based on our assumption that it will sell between 15
million and 16 million tons of coal in 2012 and about 19 million
tons in 2013 at $40 to $45 per ton while maintaining costs of $20
to $25 per ton. We also believe the company has adequate liquidity
to complete the remaining mines without adding significant
leverage," S&P said.


GRANITE DELLS: Avion Holdings Named Designated Representative
-------------------------------------------------------------
Granite Dells Ranch Holdings LLC and Cavan Management Services,
LLP ask the U.S. Bankruptcy Court for permission to employ Avion
Holdings, LLC as the designated representative of GDRH with
exclusive authority to direct and implement the restructuring of
GDRH during Avion's term of employment, as subject to the superior
authority and consent of the Court.

G. Neil Elsey attests that Avion Holdings is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The Debtors were slated to pay Avion an initial fee of $25,000 no
later than Sept. 1, 2012, to compensate Avion for service
performed in the due diligence and investigation of the Debtors'
books and records.

Avion has received $42,000 from Cavan Management Company, LLC
constituting the initial $25,000 payment plus the first $17,000
monthly payment as set forth in the retention agreement.

As agreed upon by the parties, Avion will be paid a monthly fee of
$17,000 per month beginning Sept. 1, 2012.  The company thereafter
will pay the monthly fee on the 1st business day of each month.

Avion will be entitled to a bonus transaction success fee equal to
$500,000 upon the successful completion of reorganization or other
conclusion of the bankruptcy that is favorable to the company and
the Debtors.

                        About Granite Dells

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

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

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

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells because an
insufficient number of unsecured creditors have expressed interest
in serving on a committee.


HAMPTON ROADS: Carlyle, et al., Offering 138.6MM Common Shares
--------------------------------------------------------------
Hampton Roads Bankshares, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-3 relating to the offer and sale of
up to 137,911,169 shares of the Company's common stock, $0.01 par
value per share, and warrants to purchase 757,643 shares of the
Company's common stock, by Carlyle Financial Services Harbor,
L.P., ACMO-HR, L.L.C., CapGen Capital Group VI LP, and United
States Department of the Treasury and common shares issuable upon
exercise of those warrants.

The Company issued and sold the Securities as part of certain
transactions with the Selling Shareholders that closed in 2010 and
2012.

The Selling Shareholders may sell all or a portion of the
Securities from time to time, in amounts, at prices and on terms
as they may determine.

The Company will not receive any proceeds from the sale of the
Securities by the Selling Shareholders.  The Company will,
however, receive cash proceeds equal to the total exercise price
of any warrants that are exercised for cash but will receive no
cash if and to the extent that warrants are exercised pursuant to
the net, or "cashless," exercise feature of the warrants.

The Company's common stock is listed on the NASDAQ Global Select
Market under the symbol "HMPR."  On Oct. 19, 2012, the closing
price of the Company's Common Stock on the NASDAQ Global Select
Market was $1.28 per share.  The warrants are not listed on the
NASDAQ Stock Market or any other stock exchange.

A copy of the Form S-3 is available for free at:

                        http://is.gd/hPaJEp

                    About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.07 billion
in total assets, $1.92 billion in total liabilities, and
$149.34 million in total shareholders' equity.


HASCO MEDICAL: Restates Q3 2011 Quarterly Report to Correct Errors
------------------------------------------------------------------
HASCO Medical, Inc., filed on Oct. 22, 2012, Amendment No. 1 on
Form 10-Q/A to amend and restate in their entirety the following
items of its quarterly report for the quarter ended Sept. 30,
2011, as filed with the SEC on Nov. 14, 2011: (i) Item 1 of Part 1
of "Financial Information," and (ii) Item 2 of Part 1,
"Management's Discussion and Analysis of Financial Condition and
Results of Operations".

The Company has also updated the signature page, the
certifications of its Chief Executive Officer and Chief Financial
Officer in Exhibits 31.1, 31.2, 32.1, and 32.2, and its financial
statements formatted in Extensible Business Reporting Language
(XBRL) in Exhibits 101.  No other sections were affected.

The Company has determined that its previously reported results
erroneously treated the acquisition of its wholly owned subsidiary
Mobility Freedom, Inc., as a pooling of interests rather than as a
purchase as required by Generally Accepted Accounting Principles
("GAAP").

This restatement has no effect on the three months ended Sept. 30,
2011, and is being filed to remove the pre-acquisition operations
from the nine months ended Sept. 30, 2011, and from the three
months and nine months ended Sept. 30, 2010.  Under the purchase
method of accounting, the operating results for Mobility Freedom
should only be included from the date of acquisition of May 13,
2011.  This change reduced the Consolidated Statements of
Operations by $354,971 from $253,072 to a loss of $(101,899) for
the nine months ended Sept. 30, 2011.  This change also increased
the Consolidated Statements of Operation by $152,815 from a loss
of $(426,373) to $(273,558) for the three months ended Sept. 30,
2010; and decreased by $18,339 from $(775,660) to $(793,999) for
the nine months ended Sept. 30, 2010.

The accounting error was identified prior to filing the Company's
10-K for the period ended Dec. 31, 2011, and as such the 10-K
accurately reported the acquisition of Mobility Freedom.

As restated, the Company's consolidated statement of operations
for the nine months ended Sept. 30, 2011, showed a net loss of
$101,899 on $5.4 million of net revenues, compared with a net loss
of $793,999 on $1.8 million of net revenues for the same period of
2010.

The Company's restated consolidated balance sheets at Sept. 30,
2011, showed $6.8 million in total assets, $6.9 million in total
liabilities, and a stockholders' deficit of $132,307.

At Sept. 30, 2011, the Company had an accumulated deficit of
approximately $4.4 million. The ability of the Company to continue
as a going concern is dependent upon increasing sales and
obtaining additional capital and financing to support its recent
acquisition.

A copy of the Form 10-Q/A is available at http://is.gd/q2hAaR

                        About HASCO Medical

Addison, Tex.-based HASCO Medical, Inc., through the reverse
merger of its wholly-owned subsidiary with and into Southern
Medical & Mobility, is a low cost, quality provider of a broad
range of home healthcare services that serve patients in Alabama,
Florida, and Mississippi.  The Company has two major service
lines: home respiratory equipment and durable/ home medical
equipment.

The Company reported net income of $254,607 on $28.5 million of
revenues for the six months ended June 30, 2012, compared with a
net loss of $193,348 on $2.3 million of revenues for the six
months ended June 30, 2011.  The overall increase of revenue is
due to the acquisition of Ride-Away Handicap Equipment Corp. on
March 1, 2012, and Mobility Freedom Inc. on May 13, 2011.

At June 30, 2012, the Company's balance sheet showed $29.4 million
in total assets, $26.4 million in total liabilities, and
stockholders' equity of $3.0 million.

A copy of the Form 10-Q for the three and six months ended
June 30, 2012, is available at http://is.gd/HVtLfg

                           *     *     *

At June 30, 2012, the Company had an accumulated deficit of
$4.4 million.  The ability of the Company to continue as a going
concern is dependent upon increasing sales and obtaining
additional capital and financing to support its recent
acquisition.


HECKMANN CORP: S&P Affirms 'B+' Corp. Credit Rating; Off Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Coraopolis, Pa.-based Heckmann Corp. and removed
the rating from CreditWatch, where S&P placed it with developing
implications on Sept. 4, 2012.

"We also placed our 'B-' issue-level rating on the company's
existing senior unsecured notes on CreditWatch with positive
implications. If the company's proposed acquisition of
environmental services company Badlands Power Fuels LLC, which
does business as Power Fuels, is consummated as currently
structured, we will raise the issue rating on this debt to 'B' and
revise the recovery rating to '5' from '6'," S&P said.

"Lastly, we assigned our 'B' issue-level rating and '5' recovery
rating to the proposed $150 million add-on offering of senior
unsecured notes. The proposed $150 million add-on offering will be
issued under Rough Rider Escrow Inc., a wholly owned unrestricted
subsidiary of Heckman Corp. Upon consummation of the Power Fuels
acquisition, Heckmann will assume the obligations of Rough Rider
Escrow and become the issuer of the notes through a mandatory
redemption. The notes will constitute an additional issuance of
Heckmann's existing 9.875% senior notes due 2018 and will be
governed by the existing April 10, 2012 indenture. The company
will place proceeds from the add-on notes, along with capital
contributions from Heckmann, into an escrow account as security.
We expect Heckmann to complete the acquisition before Dec. 31,
2012; if it doesn't, the issuer will be required to redeem the
notes at a stated redemption price," S&P said.

"The affirmation reflects our view that Heckmann's credit quality
will remain stable following its proposed acquisition of Power
Fuels," said Standard & Poor's credit analyst James T. Siahaan.
"The U.S. Department of Justice and the Federal Trade Commission
granted Heckmann early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act during which
regulatory agencies may request additional information. The
company anticipates closing the transaction shortly after the Nov.
9 shareholder vote. If the transaction closes as expected, we
believe Heckmann's market position and credit statistics will
improve, but the resulting benefits will not be sufficient to
warrant higher ratings at this time. The company's services are
dependent on unconventional energy exploration and production
(E&P) methods like hydraulic fracturing in shale basins, and
operating results can suffer if market conditions prompt a
slowdown in hydraulic fracturing (fracking) activity. Free cash
generation could be somewhat limited because of high capital
expenditures, and the company still faces significant bargaining
power from its customers, which include large multinational oil
and gas exploration and production companies. Still, we recognize
that the proposed acquisition would enhance Heckmann's geographic
diversity and market position. Power Fuels' market share in the
oil-rich Bakken shale basin, an area which Heckmann did not have
meaningful exposure to before the acquisition, will increase the
company's water transport and disposal sales derived from oil and
liquids-rich basins to over 70% from 30%. In addition, credit
statistics will improve despite the proposed add-on offering to
the senior unsecured notes because Heckmann will issue 95 million
shares of common stock valued at roughly $345 million to fund a
majority of the purchase price."

"The ratings on Heckmann reflect the company's 'weak' business
risk and 'aggressive' financial risk profiles. Pro forma for the
acquisition of Power Fuels, the company will relocate its
headquarters to Scottsdale, Ariz., from Coraopolis, Penn.," S&P
said.

"Heckmann transports and disposes of the water used in fracking
during oil and gas exploration in most major domestic shale
regions. The company (through its April 2012 acquisition of Thermo
Fluids Inc.) also recycles and reprocesses used motor oil in 18
states across the Western, Mountain and South Central areas of the
U.S. Power Fuels provides water delivery and disposal, fluids
transfer and handling, water sales, and equipment rental services.
Pro forma for the acquisition, we expect that Power Fuels to
account for roughly 52% of the combined company's revenue, while
the company's existing water-related and oil-recycling businesses
will account for 31% and 17%, respectively. The company's
operations are subject to the supplies and pricing of oil and gas,
as adverse commodity price movements may stunt the future
development and growth rates of shale fracking. The company has
grown significantly during the past three years, as sales
increased to $232 million for the 12 months ended June 30, 2012,
from less than $4 million in 2009. Pro forma for the 2012
acquisitions, we expect sales of over $800 million in 2013.
Heckmann was founded in 2007 to make investments in various
businesses, and we expect the company to continue to make tuck-in
acquisitions from time to time, many of which may require debt
financing," S&P said.

"We will resolve the CreditWatch listings on the company's senior
unsecured notes upon the successful consummation of Heckmann's
proposed acquisition of Power Fuels. If the acquisition is
completed as proposed, we expect to raise the issue rating on the
senior unsecured notes to 'B' from 'B-' and to revise the recovery
rating to '5' from '6'. The higher ratings reflect our view that
recovery prospects for the noteholders will improve following the
completion of the proposed transactions," S&P said.

"The stable outlook on Heckmann reflects our expectation that
hydraulic fracturing activity in the various shale basins in which
the company operates will remain satisfactory to support solid
sales and profitability over the next year, and that the company
will integrate the acquisition of Power Fuels without any major
difficulties. Our base-case reflects our view that, over the next
year, Heckmann will be able to maintain adjusted EBITDA margins of
about 28% and with FFO-to-debt of 24%," S&P said.

"We could raise the ratings modestly if the company establishes
and maintains a track record of reliable operating performance and
its business prospects remain robust. Another important factor in
our consideration of a higher rating is whether Heckmann maintains
adequate liquidity despite high capital spending and seasonal
working capital-related borrowings," S&P said.

"We could lower the ratings if downside risks to our forecast
materialize, such as greater-than-expected debt incurrence to fund
acquisitions, unfavorable economic trends that reduce the
profitability of hydraulic fracturing, environmental-related
regulations that curtail drilling activity and investments, a
disruption in water pipelines, other operating problems that
could constrain liquidity, or significant debt incurrence to fund
a shareholder distribution. Based on our scenario forecasts, we
could take a negative rating action if the company's sales growth
in 2013 don't meet expectations and its EBITDA margins decrease to
20%. If this happens, Heckmann's FFO-to-total adjusted debt would
likely fall to about 15%," S&P said.


HERCULES OFFSHORE: Files Fleet Status Report as of Oct. 23
----------------------------------------------------------
Hercules Offshore, Inc., posted on its Web site at
http://www.herculesoffshore.coma report entitled "Hercules
Offshore Fleet Status Report".  The Fleet Status Report includes
the Hercules Offshore Rig Fleet Status (as of Oct. 23, 2012),
which contains information for each of the Company's drilling
rigs, including contract dayrate and duration.  The Fleet Status
Report also includes the Hercules Offshore Liftboat Fleet Status
Report, which contains information by liftboat class for September
2012, including revenue per day and operating days.  The Fleet
Status Report is available for free at http://is.gd/s3fF9A

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

The Company reported a net loss of $76.12 million in 2011, a
net loss of $134.59 million in 2010, and a net loss of
$91.73 million in 2009.

The Company's balance sheet at June 30, 2012, showed $2.04 billion
in total assets, $1.13 billion in total liabilities, and
$913.21 million in stockholders' equity.

                           *     *     *

The Troubled Company Reporter said on March 23, 2012, that
Moody's Investors Service upgraded Hercules Offshore, Inc.,
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) to B3 from Caa1 contingent upon the completion of its
recently announced recapitalization plan.

Hercules' B3 CFR reflects its jackup fleet, which consists
primarily of standard specification rigs with an average age of
about 30 years.  Its rigs are geographically concentrated in the
Gulf of Mexico (GoM), a market that experienced a slow-down after
the Macondo well incident.  However, over the last year a pick-up
in permitting and activity levels in the GoM, has led to higher
dayrates.  For Hercules, the improving market conditions have
stabilized its cash flow from operations, which are expected
continue to improve for at least the next 18 to 24 months as old
contracts roll into new contracts with higher dayrates.  These
improving market conditions support the decision to upgrade
Hercules' CFR at this time.

As reported by the TCR on Jan. 23, 2012, Standard & Poor's Ratings
Services revised its outlook on Houston-based Hercules Offshore
Inc. to stable from negative and affirmed its 'B-' corporate
credit rating on the company.  "The rating on the company's senior
secured credit facility remains 'B-' (the same as the corporate
credit rating on the company) with a recovery rating of '3',
indicating our expectation of a meaningful (50% to 70%) recovery
in the event of payment default," S&P said.

"Our ratings on Hercules reflect its participation in the highly
volatile and competitive shallow-water drilling and marine
services segments of the oil and gas industry. The ratings also
incorporate our expectation that day rates and utilization for the
company's jack-up rigs in the U.S. Gulf of Mexico will remain
robust throughout 2012. Moreover, we expect the company's domestic
offshore operations will provide the majority of EBITDA generation
in 2012, since its international offshore segment will perform
more weakly compared with 2011 due to lower contract renewal day
rates reflecting current market conditions. The ratings also
incorporate the company's geographic and product diversification
(provided by the its liftboat segments) and adequate liquidity, as
well as the risks associated with the Securities and Exchange
Commission's investigation into possible violations of securities
law, including possible violations of the Foreign Corrupt
Practices Act. The company is also the subject of a review by the
U.S. Department of Justice (DOJ)," S&P said.


HMX ACQUISITION: Hiring CDG Group as Financial Advisor
------------------------------------------------------
HMX Acquisition Corp., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for authorization to employ CDG
Group, LLC, as financial advisor, nunc pro tunc to Oct. 19, 2012.

CDG will:

   a. perform the necessary due diligence on the Company's
      operations, business structure, debt obligations and
      historic forecast performance;

   b. understand the cash flows and liquidity of the Company's
      business and assist the Company in preparing its thirteen-
      week cash forecasts;

   c. advise with respect to the Company's cash management and
      overall liquidity;

   d. review negotiations of any sale or refinancing proposals;
      and

   e. perform such other services as may be agreed to by the
      Company and CDG from time to time.

The Debtors have agreed to pay CDG a weekly fee in the amount of
$20,000 during those weekly periods that the Debtors are not in
default under their senior secured loan and $30,000 during those
weekly periods that the Debtors are in default under their senior
secured loan, with the initial payment paid on the date of
execution of the Engagement Letter and then on each seventh day
thereafter during the term of the engagement.  Pursuant to the
terms of the Engagement Letter, the Debtors have been paying CDG
at the rate of $30,000 per week since the weekly period commencing
July 24, 2012.

To the best of the Debtors' knowledge, CDG is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code, as required by Section 327(a) of the Bankruptcy Code and
does not hold or represent any interest adverse to the Debtors'
estates.

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct 19, 2012.  On Oct. 21, 2012, affiliates HMX, LLC,
Quartet Real Estate, LLC, and HMX, DTC Co. also filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-14327 to
12-14329).  Judge Allan L. Gropper presides over the cases.  The
Debtors are seeking to have their cases jointly administered for
procedural purposes under Case No. 12-14300, which is the case
number assigned to HMX Acquisition Corp.  The Debtors' principal
place of business is located at 125 Park Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are 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.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represent the Debtors as counsel.  The Debtors'
investment banker is William Blair & Company, L.L.C.  CDG Group,
LLC, is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' claims agent.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


HMX ACQUISITION: Taps Epiq as Administrative Agent
--------------------------------------------------
HMX Acquisition Corp., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for authorization to employ Epiq
Bankruptcy Solutions, LLC, as administrative agent, nunc pro tunc
to Oct. 19, 2012.

Epiq will render these administrative services:

   a. Gathering data in conjunction with the preparation, and
      assist with the preparation, of the Debtors' schedules of
      assets and liabilities and statements of financial affairs;

   b. Generating, providing and assisting with claims reports,
      claims objections, exhibits, claims reconciliation, and
      related matters;

   c. Assisting with, among other things, if necessary,
      solicitation, balloting, tabulation and calculation of
      votes, as well as preparing any appropriate reports, as
      required in furtherance of confirmation of plan(s) of
      reorganization;

   d. Generating an official ballot certification and testify, if
      necessary, in support of the ballot tabulation results; and

   e. Providing other claims processing, noticing, solicitation,
      balloting and other administrative services, as may be
      requested from time to time by the Debtors, the Court or the
      clerk of the Court.

To the best of Epiq's knowledge, it is a "disinterested person" as
referenced in Section 327(a) of the Bankruptcy Code and as defined
in Section 101(14) of the Bankruptcy Code.

The Debtors seek to compensate Epiq in accordance with the terms
of the Services Agreement, a copy of which is available at:

          http://bankrupt.com/misc/hmx.doc40exhibita.pdf

                       About HMX Acquisition

In addition to this application, on Oct. 21, 2012, the Debtors
filed an application to employ Epiq to serve as the notice and
claims agent in the Debtors' cases, which was approved by the
Court on Oct. 22, 2012.

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct 19, 2012.  On Oct. 21, 2012, affiliates HMX, LLC,
Quartet Real Estate, LLC, and HMX, DTC Co. also filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-14327 to
12-14329).  Judge Allan L. Gropper presides over the cases.  The
Debtors are seeking to have their cases jointly administered for
procedural purposes under Case No. 12-14300, which is the case
number assigned to HMX Acquisition Corp.  The Debtors' principal
place of business is located at 125 Park Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are 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.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represent the Debtors as counsel.  The Debtors'
investment banker is William Blair & Company, L.L.C.  CDG Group,
LLC, is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' claims agent.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


HMX ACQUISITION: Hiring William Blair as Investment Banker
----------------------------------------------------------
HMX Acquisition Corp., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for authorization to employ
William Blair & Company, L.L.C., as investment banker, nunc pro
tunc to Oct. 19, 2012.

Blair will advise the Debtors in connection with a (i) Credit
Facility Transaction; (ii) Financing Transaction; and/or (iii) M&A
Transaction.  Blair will also provide such investment banking
services as Blair and the Debtors deem appropriate in connection
with a possible transactions.

Subject to the Court's approval and as set forth in the Engagement
Letter, the Debtors and have agreed to the following compensation
structure:

   a. A monthly fee in the amount of $150,000;

   b. Upon the consummation of a Credit Facility Transaction
      (other than a Forbearance Transaction), the Company will pay
      a Credit Facility Transaction Fee equal to $500,000.  Upon
      the consummation of a Forbearance Transaction, the Company
      will pay to Blair a Forbearance Fee of $100,000, which fee
      will be fully credited against any Credit Facility
      Transaction Fee.

   c. Upon the consummation of a Financing Transaction, the
      Company will pay Blair a Financing Fee, calculated by
      multiplying the applicable fee percentage set forth by the
      total gross proceeds raised or committed:

         Funds Raised or Committed                 Fee
         -------------------------                 ---
     Senior Secured Revolving Credit Facility     1.25%

     Secured (by the Company's intellectual       3.00%
     property or otherwise), Junior Secured,
     or Unsecured Debt

     Equity or Equity Equivalents from a
     party other than S. Kumars Nationwide
     Limited ("SKNL")

      * Up to and including $30 million           6.00%

      * More than $30 million and up to
        but not including $40 million             4.00%

      * $40 million and above                     3.00%

     Equity or Equity Equivalents from SKNL       3.00%

To the best of the Debtors' knowledge, Blair is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code, as required by Section 327(a) of the Bankruptcy Code, and
does not hold or represent any interest adverse to the Debtors'
estates.

                       About HMX Acquisition

In addition to this application, on Oct. 21, 2012, the Debtors
filed an application to employ Epiq to serve as the notice and
claims agent in the Debtors' cases, which was approved by the
Court on Oct. 22, 2012.

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct 19, 2012.  On Oct. 21, 2012, affiliates HMX, LLC,
Quartet Real Estate, LLC, and HMX, DTC Co. also filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-14327 to
12-14329).  Judge Allan L. Gropper presides over the cases.  The
Debtors are seeking to have their cases jointly administered for
procedural purposes under Case No. 12-14300, which is the case
number assigned to HMX Acquisition Corp.  The Debtors' principal
place of business is located at 125 Park Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are 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.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represent the Debtors as counsel.  The Debtors'
investment banker is William Blair & Company, L.L.C.  CDG Group,
LLC, is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' claims agent.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


HMX ACQUISITION: Hiring Proskauer Rose as Bankruptcy Counsel
------------------------------------------------------------
HMX Acquisition Corp., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for authorization to employ
Proskauer Rose LLP as counsel for the Debtors, nunc pro tunc to
Oct. 19, 2012.

Proskauer will render these services:

   a. advising the Debtors of their powers and duties as debtors
      in possession;

   b. advising the Debtors on the conduct of the Chapter 11 cases,
      including all of the legal and administrative requirements
      of operating in chapter 11;

   c. representing the Debtors in proceedings and hearings in the
      United States District and Bankruptcy Courts for the
      Southern District of New York;

   d. preparing on behalf of the Debtors any necessary motions,
      applications, orders and other legal papers;

   e. providing assistance, advice and representation concerning
      the Debtors' proposed sale of substantially all of their
      assets, confirmation of any proposed plan and soliciting
      acceptances or responding to objections of such plan;

   f. providing assistance, advice and representation concerning
      any investigation of the assets, liabilities and financial
      condition of the Debtors that may be required under local,
      state or federal law;

   g. prosecuting and defending litigation matters and such other
      matters that might arise during the Chapter 11 cases;

   h. providing counseling and representation with respect to
      assumption or rejection of executory contracts and leases,
      sales of assets and other bankruptcy-related matters arising
      from the Chapter 11 Cases;

   i. rendering advice with respect to general corporate and
      litigation issues relating to the Chapter 11 cases,
      including, but not limited to, intellectual property,
      corporate finance, labor, tax and commercial matters; and

   j. performing other legal services as may be necessary and
      appropriate for the efficient and economical administration
      of the Chapter 11 Cases.

The hourly rates generally charged by Proskauer are:

     Partner                   $550 to $1,050
     Senior Counsel            $450 to $950
     Associate                 $205 to $750
     Paraprofessionals         $100 to $315

The primary restructuring attorneys providing services on this
engagement and their hourly rates are:

          Mark K. Thomas, Esq.         $975
          Peter J. Young, Esq.         $800
          Jared D. Zajac, Esq.         $600
          Brandon W. Levitan, Esq.     $475

Proskauer's hourly rates will increase effective Nov. 1, 2012,
which is the beginning of Proskauer's fiscal year.

To the best of the Debtors' knowledge, Proskauer is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code, as required by Section 327(a) of the
Bankruptcy Code and does not hold or represent any interest
adverse to the Debtors' estates.

                       About HMX Acquisition

In addition to this application, on Oct. 21, 2012, the Debtors
filed an application to employ Epiq to serve as the notice and
claims agent in the Debtors' cases, which was approved by the
Court on Oct. 22, 2012.

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct 19, 2012.  On Oct. 21, 2012, affiliates HMX, LLC,
Quartet Real Estate, LLC, and HMX, DTC Co. also filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-14327 to
12-14329).  Judge Allan L. Gropper presides over the cases.  The
Debtors are seeking to have their cases jointly administered for
procedural purposes under Case No. 12-14300, which is the case
number assigned to HMX Acquisition Corp.  The Debtors' principal
place of business is located at 125 Park Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are 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.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represent the Debtors as counsel.  The Debtors'
investment banker is William Blair & Company, L.L.C.  CDG Group,
LLC, is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' claims agent.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


HMX ACQUISITION: Has Until Nov. 20 to File Schedules and SOFA
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has extended until Nov. 20, 2012, the time for HMX Acquisition
Corp., et al., to file their schedules of assets and liabilities,
schedules of current income and expenditures, schedules of
executory contracts and unexpired leases and statements of
financial affairs.

                       About HMX Acquisition

In addition to this application, on Oct. 21, 2012, the Debtors
filed an application to employ Epiq to serve as the notice and
claims agent in the Debtors' cases, which was approved by the
Court on Oct. 22, 2012.

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct 19, 2012.  On Oct. 21, 2012, affiliates HMX, LLC,
Quartet Real Estate, LLC, and HMX, DTC Co. also filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-14327 to
12-14329).  Judge Allan L. Gropper presides over the cases.  The
Debtors are seeking to have their cases jointly administered for
procedural purposes under Case No. 12-14300, which is the case
number assigned to HMX Acquisition Corp.  The Debtors' principal
place of business is located at 125 Park Avenue, in New York.

The Debtors are leading American designers, manufacturers,
licensors, and licensees of men's and women's business and leisure
apparel focused primarily on the luxury, bridge, and better price
points.  The Debtors are 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.

As of Oct. 12, 2012, the Debtors had consolidated assets of
$153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represent the Debtors as counsel.  The Debtors'
investment banker is William Blair & Company, L.L.C.  CDG Group,
LLC, is the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC is the Debtors' claims agent.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.




INNOVARO INC: NYSE MKT Approves Financial Plan
----------------------------------------------
Innovaro, Inc. (nyse mkt:INV) disclosed that on Oct. 19, 2012, it
received notice that the NYSE MKT LLC approved the Company's plan
for regaining compliance with Section 1003(a) (iii) of the
Exchange Company Guide by Dec. 12, 2013.  Previously, on Aug. 16,
2012, the Exchange notified the Company that it was not in
compliance with Section 1003(a)(iii) of the Exchange Company Guide
because the Company reported stockholders' equity of less than
$6,000,000 at June 30, 2012, and losses from continuing operations
and/or net losses in its five most recent fiscal years ended
Dec. 31, 2011.

The Exchange had previously approved the Company's plan for
regaining compliance with Section 1003(a)(iv) of the Exchange
Company Guide by Nov. 30, 2012.  The Company had violated Section
1003(a) (iv) of the Exchange Company Guide in that the Exchange
believed that the Company had sustained losses which are so
substantial in relation to its overall operations or its existing
financial resources, or its financial condition had become so
impaired that it appeared questionable, in the opinion of the
Exchange, as to whether the Company would be able to continue
operations and/or meet its obligations as they matured.

Asa Lanum, the Company's Chief Executive Officer, stated, "We are
pleased with the NYSE MKT's determination that we have
demonstrated our ability to restore our financial condition and
its approval of our Equity Plan.  We will continue to work toward
achieving compliance under both Plans."

The Company may be able to continue the listing of its common
stock on the Exchange while under each Plan, during which time the
Company will be subject to periodic reviews to determine whether
it is making progress consistent with each Plan.  If the Exchange
determines that the Company is not making progress consistent with
either Plan, then the Exchange may initiate delisting proceedings.

                       About Innovaro, Inc.

Innovaro -- http://www.innovaro.com/-- offers services and
software to ensure the success of any innovation project,
regardless of the size or intent.  The Company's unique
combination of consulting services provides innovation expertise,
its new LaunchPad software product provides an integrated
innovation environment, and Intelligence and Insights services
provide businesses the innovation support to drive success


IVY EXPRESS: Case Summary & 10 Unsecured Creditors
--------------------------------------------------
Debtor: Ivy Express, Inc.
        aka Ivy Express
        1950 Paseo Del Prado
        El Paso, TX 79936

Bankruptcy Case No.: 12-32003

Chapter 11 Petition Date: October 22, 2012

Court: United States Bankruptcy Court
       Western District of Texas (El Paso)

Judge: H. Christopher Mott

Debtor's Counsel: Carlos A. Miranda, III, Esq.
                  CARLOS A. MIRANDA, III & ASSOCIATES P.C
                  5915 Silver Springs, Bldg 7
                  El Paso, TX 79912
                  Tel: (915) 587 5000
                  Fax: (915) 587 5001
                  E-mail: cmiranda@mirandafirm.com

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

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

A copy of the Company's list of its 10 unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txwb12-32003.pdf

The petition was signed by Juan P. Cruz, president.


J.C. PENNEY: S&P Reinstates 'B+' Ratings on Senior Secured Debt
---------------------------------------------------------------
Standard & Poor's Ratings Services corrected its issue-level
ratings on J.C. Penney Co. Inc.'s senior unsecured debt due 2036
by reinstating the 'B+' rating and '3' recovery rating.

"Our corporate credit rating on J.C. Penney is 'B+' with a
negative outlook. For the corporate credit rationale, see the
research update on J.C. Penney published on July 11, 2012," S&P
said.


JEDD LLC: To Surrender Collateral to Secured Creditors
------------------------------------------------------
Jedd, LLC, filed a plan of liquidation on Oct. 18, 2012.
According to the explanatory disclosure statement, the Debtor will
surrender or release collateral to each of its four secured
creditors, and distribution of proceeds from the liquidation to
priority claimants and then to non-insider creditors.  The Debtor
will transfer by deeds its parcels of real property to the secured
creditors -- Clayton Bank and Trust, Peoples Bank and Trust Co.,
Progressive Savings Bank, and Union Bank -- not later than
18 months after the effective date.  Under the Plan, only the
scheduled non-insider unsecured creditors, who hold total
claims of $306,105, would share any funds remaining after the
administrative and priority claims totaling $143,727 are paid.
Membership interests in the Debtor will be terminated.

The Liquidation Analysis filed together with the Plan, which
assumes a Jan. 1, 2013 effective date of the Plan, says that in a
liquidation under Chapter 7, it is unlikely that a sale of
collateral by the Trustee or surrender of the collateral to the
secured lenders would satisfy the claims of the secured lenders,
and the large deficiency claims that would result from a
liquidation of JEDD in Chapter 7 bankruptcy would drastically
reduce or eliminate the amount of money available to pay other
unsecured non-priority claims.

A copy of the Disclosure Statement is available for free at:

     http://bankrupt.com/misc/Jedd_LLC_DS_101812.pdf

                          About JEDD LLC

JEDD, LLC, filed a bare-bones Chapter 11 petition (Bankr. M.D.
Tenn. Case No. 12-05701) on June 20, 2012, in Cookeville,
Tennessee.  JEDD is generally in the business of developing,
marketing and selling real estate in the Big South Fork area near
Jamestown, Tennessee.  According to http://www.tnrecprop.com/JEDD
has activity and developments in Fentress County, including Flat
Rock Reserve, Nichol Creek FARMS, Fortune 7 Homes, Island in the
Sky, Concierge Services, Hunter's Ridge, River Park and Clear
Fork.

JEDD has filed schedules disclosing $13,377,782 in total assets
and $13,694,539 in total liabilities.

Paul "Doug" Gates, a co-founder and VP of operations, signed the
Chapter 11 petition.  Mr. Gates is also the CEO of Fortune 7 Inc.,
owner and operator of three engineering firms specializing in
electrical, microwave and construction engineering.

Judge Keith M. Lundin oversees the case.  Lawyers at Gullett
Sanford Robinson & Martin, PLLC, serve as the Debtor's counsel.


JRC PIZZA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: JRC Pizza, LLC
        4861 S. Hotel Dr., Suite 125
        Tucson, AZ 85714

Bankruptcy Case No.: 12-70189

Chapter 11 Petition Date: October 22, 2012

Court: United States Bankruptcy Court
       Western District of Texas (Midland)

Judge: Ronald B. King

Debtor's Counsel: Wiley France James, III, Esq.
                  JAMES & HAUGLAND, P.C.
                  609 Montana Ave.
                  El Paso, TX 79902
                  Tel: (915) 532-3911
                  Fax: (915) 541-6440
                  E-mail: wjames@jghpc.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/txwb12-70189.pdf

The petition was signed by James c. Gerety, manager.


KEOWEE FALLS: Plan Outline Hearing on Dec. 4
--------------------------------------------
Keowee Falls Investment Group, LLC, which owned The Cliffs at
Keowee Falls South before giving up the assets to lenders in
exchange for $17 million of debt, will seek approval on Dec. 4,
2012, of the disclosure statement explaining its Chapter 11
liquidating plan.  The deadline for filing objections is Nov. 27.

The Debtor's remaining assets comprise of $165,000 in cash, a
potential recovery on a $16 million unsecured claim in Cliffs
Club's Chapter 11 case, and recovery from loans to related
entities or parties.

With the secured claims paid in full from the approved sale,
unsecured creditors will be paid a pro rata share of the net cash
proceeds.  Equity holders will receive the surplus from any
residual recoveries after unsecured creditors have been paid in
full.

A copy of the Disclosure Statement is available for free at:

     http://bankrupt.com/misc/Keowee_Falls_DS_101912.pdf

                About Keowee Falls Investment Group

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

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

Units of The Cliffs Communities, led by The Cliffs Club &
Hospitality Group, Inc., doing business as The Cliffs Golf &
Country Club, along with 10 affiliates, sought Chapter 11
protection (Bankr. D. S.C. Lead Case No. 12-01220) on Feb. 28,
2012.


LEGENDS GAMING: Global Gaming Buying 2 DiamondJacks Casinos
-----------------------------------------------------------
Jeffy Amy at The Associated Press reports that Global Gaming
Solutions, an Oklahoma Indian tribe, is moving forward with buying
the DiamondJacks casinos in Bossier City, La., and Vicksburg,
Miss.

According to AP, Global Gaming was the only entity that sought to
buy the casinos in the bankruptcy process, averting a possible
auction among multiple bidders.  The unit of the Chickasaw Nation
of Oklahoma plans to pay $27.5 million in cash and $97.5 million
in new debt to top-level lenders of current owner Legends Gaming.

As reported by the Troubled Company Reporter, the Court authorized
Legends Gaming to sell their assets at an Oct. 15 auction.

According to the AP report, court papers show Legends has $105
million in assets.  But even after an earlier bankruptcy, it owes
lenders $298 million, almost all secured debt.  Wilmington Trust,
a Delaware institution, leads a syndicate holding $181 million in
secured debt with the first claim on Legends assets.  AP relates a
lawyer for Wilmington Trust wrote in court papers that lenders
negotiated the sale before the July 31 bankruptcy filing and that
most first-lien lenders agreed to avoid sabotaging the sale.

The AP report notes Wells Fargo & Co. leads another syndicate that
holds $115 million in debt.

The report relates the new owners won't be able to complete the
purchase until a bankruptcy judge approves.  A reorganization plan
isn't due to the court until late November.

"This purchase, if successful, would complement our strategy to
increase our footprint in the Midwest as it puts us into two more
regional markets with close proximity to our operations in Texas
and Oklahoma," the AP report quotes CEO John Elliott as stating.

                       About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

Attorneys at Heller, Draper, Hayden Patrick & Horn serve as
counsel to the Debtors.  Sea Port Group Securities, LLC is the
financial advisor.  Kurtzman Carson Consultants LLC as is the
claims and notice agent.  The Debtors have tapped Jenner & Block
LLP as special counsel.


LENDER PROCESSING: Moody's Corrects Sept. 28 Rating Release
-----------------------------------------------------------
Moody's Investors Service issued a correction to the September 28,
2012 rating release of Lender Processing Services, Inc.

Moody's Investors Service assigned a Ba2 rating to Lender
Processing Services, Inc.'s (LPS) proposed $600 million of 10 year
senior unsecured notes. Proceeds from these notes along with cash
are expected to be used to repay the $247.5 million of Term Loan A
due 2016 and $362 million of 8.125% senior unsecured notes due
2016. The Ba1 corporate family rating (CFR), Baa3 senior secured
debt ratings, and the negative outlook remain unchanged.

Ratings Rationale

The Ba1 corporate family rating (CFR) reflects the company's
leading position within the mortgage transaction processing
services market and relatively low financial leverage for the
rating with debt to EBITDA expected to be lower than 2.5 times.
Despite the potential for a 25% decline in 2013 mortgage
originations due to waning refinancing activity and the prolonged
foreclosure moratoriums imposed by many of the leading banks,
Moody's expects LPS to achieve flattish revenue growth in 2013
arising from the continued growth of the Technology, Data &
Analytics business and market share gains from the mortgage
lending/servicing industry trend towards outsourcing. LPS has a
relatively modest amount of debt relative to its expected annual
free cash flow of $250 million and good liquidity, providing a
buffer as weak market conditions are likely to persist through
2013.

LPS' negative outlook reflects uncertainty of the financial impact
on LPS from ongoing regulatory scrutiny (including state grand
jury subpoenas) and certain litigation which could result in
significant legal costs, settlements, and/or penalties. There is
considerable uncertainty surrounding the financial impact of the
extended delays in foreclosure activity, as well as the unknown
magnitude of any exposure stemming from industry-wide and company-
specific litigation and evolving industry regulation. The outlook
could be stabilized if certain cases are settled in a favorable
manner which not only dimensions the possible exposure, but also
preserves LPS' good liquidity.

LPS' ratings could be lowered if the company engages in
significant share buyback or M&A activity, or adjusted debt to
EBITDA exceeds 2.5 times on a sustained basis. Furthermore, to the
extent that legal costs run higher than expected or it becomes
increasingly apparent that LPS will have to pay a meaningful
settlement or regulatory fine, the ratings could be downgraded
depending on the company's liquidity position at that time.

Rating assigned:

Senior Unsecured Notes -- rated Ba2

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

Lender Processing Services, Inc., (LPS) with projected annual
revenues of about $2 billion, is a leading provider of mortgage
loan processing services, including mortgage origination and
default management services to financial institutions.


LEVEL 3: Incurs $166 Million Net Loss in Third Quarter
------------------------------------------------------
Level 3 Communications, Inc., reported a net loss of $166 million
on $1.59 billion of revenue for the three months ended Sept. 30,
2012, compared with a net loss of $207 million on $927 million of
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $13.21
billion in total assets, $12.01 billion in total liabilities and
$1.20 billion in stockholders' equity.

"We continue to see strong demand from enterprise customers," said
James Crowe, CEO of Level 3.  "Our local to global network reach
and broad portfolio of services position us for continued growth."

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

                        http://is.gd/echhXY

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

The Company reported a net loss of $756 million in 2011, a net
loss of $622 million in 2010, and a net loss of $618 million in
2009.

                           *     *     *

As reported by the TCR on April 2, 2012, Fitch Ratings upgraded
Level-3 Communications' Issuer Default Rating to 'B' from 'B-' on
Oct. 4, 2011, and assigned a Positive Outlook.  The rating action
followed LVLT's announcement that the company closed on its
previously announced agreement to acquire Global Crossing Limited
(GLBC) in a tax-free, stock-for-stock transaction.

In the July 20, 2012, edition of the TCR, Moody's Investors
Service affirmed Level 3 Communications, Inc.'s corporate family
and probability of default ratings at B3.  The Company's B3
ratings are based on expectations that net synergies from the
recently closed acquisition of Global Crossing Ltd. will reduce
expenses sufficiently such that Level 3 will be modestly cash flow
positive (on a sustained basis) by late 2013.

Level 3 carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


LIBERACE FOUNDATION: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Tim O'Reiley at Las Vegas Review-Journal reports that Liberace
Foundation for Creative and Performing Arts filed for Chapter 11
bankruptcy protection.

According to the report, court papers contained very few details
as to the cause.  The only debt listed was $1.3 million owed to US
Bank for a mortgage on the East Tropicana Avenue strip mall that
formerly housed the Liberace Museum.

The report relates the asset sheet did not list a value on the
property or whether the foundation owned the entire mall. The
major value was in his collection of pianos, personal effects and
stage costumes assessed at $13 million.

The report notes the papers did not mention an endowment, which as
been used to fund more than 2,700 music scholarships since 1976.

The report says the museum closed two years ago after steadily
declining admission and shop sales caused operating losses,
forcing administrators to dip into the endowment to keep the doors
open.

The report adds court papers did not spell out how the foundation
plans to reorganize.

Liberace Foundation for Creative and Performing Arts --
http://www.liberace.org/-- offers help to students in Southern
Nevada pursue careers in the performing and creative through
scholarship assistance and artistic exposure.


MAGNOLIA MANAGEMENT: Case Summary & Unsecured Creditor
------------------------------------------------------
Debtor: Magnolia Management, LLC
        aka Magnolia Apartments
        423 North Main Street
        Arab, AL 35016

Bankruptcy Case No.: 12-42014

Chapter 11 Petition Date: October 22, 2012

Court: United States Bankruptcy Court
       Northern District of Alabama (Anniston)

Judge: James J. Robinson

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

Scheduled Assets: $2,100,000

Scheduled Liabilities: $1,744,000

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

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Marshall County Tax Collector                    $11,000
424 Blount Avenue
Marshall County Courthouse
Guntersville, AL 35976

The petition was signed by James Helms, president.


MCJUNKIN RED: S&P Raises Rating on $560MM Secured Credit to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on McJunkin Red Man Corp.'s proposed $650 million senior secured
credit facility to 'B+' (same as the corporate credit rating) from
'B'. "We also revised the recovery rating to '4', indicating our
expectation of average (30% to 50%) recovery for lenders in the
event of a payment default under our scenario, from '5'," S&P
said.

"The raised rating issue level rating and revised recovery rating
reflect higher recovery prospects for lenders due to a revised
term loan capital structure in which the issuer will decrease the
term loan to $650 million from $750 million. The company will use
proceeds from the proposed term loan and a higher proportion of
asset-based lending (ABL) facility balances to repay its existing
9.5% senior secured notes due 2016. We anticipate we will withdraw
our rating on McJunkin's existing notes when the company
successfully completes the refinancing," S&P said.

"The 'B+' corporate credit rating and positive outlook on McJunkin
Red Man reflect our view that recent margin expansions and lower
debt levels may result in credit metrics that are more in line
with a higher rating over the next year. The rating also
incorporates what we consider to be the combination of McJunkin's
'weak' business risk profile and 'aggressive' financial risk
profile. The business risk profile balances the company's large
scale, scope, and diversity against its position in the highly
fragmented, competitive distribution industry. The industry's
business model characteristically exhibits low margins and
requires high levels of inventory spending. We also note
McJunkin's dependence on volatile energy-based end markets, which
can cause earnings to fluctuate. The aggressive financial risk
profile takes into account the company's lighter debt load and our
'strong' liquidity assessment, but also considers its substantial
working capital needs and that the company's private equity
holders still retain a significant ownership stake following the
public offering," S&P said.

RATING LIST

McJunkin Red Man Corp.
Corporate credit rating              B+/Positive

Rating Raised; Recovery Rating Revised

                                      To       From
McJunkin Red Man Corp.
US$650 mil term bank ln due 2019     B+       B
Recovery Rating                      4        5


METALS USA: Moody's Assigns 'B2' Rating to $275-Mil. Term Loan
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Metals USA
Inc.'s proposed $275 million term loan. The proceeds from the
proposed term loan are expected to be used to redeem the company's
existing 11.125% senior secured notes along with tender premiums
and associated fees and expenses and to pay down a portion of the
company's asset based lending facility. The rating outlook is
stable.

The B2 rating on the Metals USA Inc. 11.125% senior secured notes
along with Metals USA Holdings Corp.'s B1 corporate family and
probably of default ratings and SGL-3 liquidity rating will be
withdrawn when the notes are redeemed. The B1 corporate family and
probability of default ratings as well as the speculative grade
liquidity rating of SGL-3 have been moved to Metals USA Inc. since
that is the entity that issues the company's rated debt.

The following ratings were assigned:

Metals USA Inc.:

  Proposed $275 million term loan, assigned B2 (LGD5, 73%);

  Corporate family rating, assigned B1;

  Probability of default rating, assigned B1;

  Speculative grade liquidity rating, assigned SGL-3

The following ratings were withdrawn:

Metals USA Holdings Corp.:

  Corporate family rating at B1

  Probability of default rating at B1

  Speculative grade liquidity rating at SGL-3

Ratings Rationale

Metals USA's B1 corporate family rating reflects the cyclicality,
competitiveness and relatively low margins inherent in the metals
distribution industry, the company's acquisitive history, and
potential shareholder friendly actions given the company remains
approximately 53% owned by Apollo Management. The rating is
supported by the company's geographic, product and end market
diversification, modest capital spending, adequate liquidity and
the countercyclical nature of its working capital needs.

Moody's assigned a B2 rating to the proposed term loan, which is
one notch below the B1 corporate family rating because of its
weaker position in the capital structure; behind the $525 million
asset-backed loan facility, which has a first priority position on
receivables and inventory. The term loan has a first lien on
property, plant and equipment, which may be inadequate to fully
cover the level of outstanding borrowings in a distressed scenario
since it has a depreciated value that is less than the $275
million term loan.

Metals USA's speculative grade liquidity rating of SGL-3 reflects
the company's adequate liquidity position and Moody's expectation
that they will generate positive free cash flow over the next 12
to 18 months as growth slows and working capital requirements
decline. The company's liquidity has also been enhanced by the
recent $48 million ABL pay down and will be further enhanced by
the proposed refinancing. Moody's is projecting pro forma
liquidity of approximately $265 million including $15 million of
cash and ABL availability of $250 million. The company's low cash
balance and lack of alternative sources of liquidity constrain the
liquidity rating.

The stable outlook reflects Moody's expectation that the company's
operating results will be relatively stable over the next 12 to 18
months and that credit metrics will demonstrate gradual
improvement. It also considers the resilience of the distribution
business model, which in a downturn should benefit from cash
generated through reduced working capital.

An upgrade of Metals USA is not likely in the near term due to the
recent weak operating results and underlying volatility of the
company's business model and end markets. However, an upgrade is
possible if operating results improve leading to enhanced
profitability and credit metrics. This would include the company's
debt-to-EBITDA ratio declining below 3.25x and their EBIT margins
rising to 8.0% on a sustainable basis.

A downgrade could be triggered if operating results deteriorate,
the company pursues debt financed acquisitions or engages in
equity distributions that result in debt-to-EBITDA sustained above
3.75x or liquidity falling below $100 million.

The principal methodology used in rating Metals USA, Inc. was the
Global Distribution & Supply Chain Services Industry Methodology
published in November 2011. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Metals USA, Inc., headquartered in Fort Lauderdale, Florida is a
leading U.S. distributor of carbon steel, stainless steel,
aluminum, red metals, and manufactured metal components. The
company conducts its operations through two metal service center
segments, Plates and Shapes and Flat Rolled and Non-Ferrous, and a
small Building Products division primarily servicing the
residential remodeling market. The metal service center segment
serves the aerospace and defense, automotive, marine
transportation, heavy equipment, commercial construction, energy
and oilfield services industries. Metals USA, Inc. generated
approximately $2.0 billion in revenues for the trailing twelve
months ending June 30, 2012. The company is approximately 53%
owned by Apollo Management.


METALS USA: S&P Rates Proposed $275-Mil. Term Loan 'B+'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' (same as the
corporate credit rating) issue-level rating to Metals USA Holdings
Corp.'s proposed $275 million term loan due 2019. "The recovery
rating on the loan is a '3', indicating our expectation of a
meaningful (50%-70%) recovery in the event of a payment default
under our default scenario," S&P said.

The company intends to use the proceeds from the term loan
offering to refinance $226 million of its senior secured notes due
2015 and to reduce outstanding balances on its $525 million asset-
based loan facility by $35 million.

"The 'B+' corporate credit rating and stable outlook reflects the
combination of what we consider to be the 'weak' business risk and
'aggressive' financial risk profiles. Metals USA's business is
supported by its "adequate" liquidity position, variable cost
structure and ability to generate cash flow from working capital
during periods of soft end markets. These attributes are somewhat
offset by its exposure to highly competitive, cyclical end markets
and steel price fluctuations. Our aggressive financial risk
profile assessment is underscored by the company's history of
debt-financed acquisitions and large proportion of private equity
ownership," S&P said.

"We now expect full-year 2012 EBITDA between $150 million and $170
million approximately flat to 2011 levels. Metals USA experienced
margin compression during the year due to steel price declines and
end-market weakness, though it has mitigated the impact somewhat
by focusing on high value-added products and growing volumes. We
expect 2012 leverage to be below 3.5x and funds from operations
(FFO)-to-total debt to be around 20%. While these metrics are good
for our view of the aggressive financial profile, we also account
for the company's acquisitive growth strategy and private equity
ownership. However, we expect Metals USA's operating performance
will continue to improve over time as industry conditions
strengthen in tandem with the general economy, resulting in
further modest reductions in leverage," S&P said.

RATING LIST

Metals USA Holdings Corp.
Corporate credit rating              B+/Stable/--

New Rating

Metals USA Inc.
  Proposed $275M
   first-lien term loan due 2019     B+
    Recovery Rating                  3


MILLERS CLASSIFIED: A.M. Best Affirms 'C-' Fin'l. Strength Rating
-----------------------------------------------------------------
A.M. Best Co. has removed from under review with negative
implications and affirmed the financial strength rating of C-
(Weak) and issuer credit rating of "cc" of Millers Classified
Insurance Company (Classified) (Madison, WI).  The outlook
assigned to both ratings is negative.  Subsequently, A.M. Best has
withdrawn the ratings of Classified, as the company has requested
to no longer participate in A.M. Best's interactive rating
process.

The rating actions on Classified follow its announcement that the
Wisconsin Department of Insurance has issued approval of the asset
purchase and joint marketing agreement between Classified and
Electric Insurance Company (Electric) (Beverly, MA).  Classified
has sold a significant portion of the premium renewal rights for
its direct operations (known as "Direct Response") to Electric
with the transition occurring as policies naturally expire.  The
remaining portion of Classified's book of business will continue
to be run off, with the process expected to be completed by third
quarter of 2013.

Classified's ratings were downgraded in June 2012 due to its
losses from storm activity, which reduced its capital position.
Additionally, the ratings were placed under review due to the
prevailing uncertainties as to the company's regulatory status as
a going concern as well as its future state of domicile, since its
immediate parent, Millers First Insurance Company (Millers First)
(Alton, IL) had been placed, and remains, under an order of
regulatory supervision by the Illinois Department of Insurance.
The order followed severe catastrophe loss events that severely
depleted Millers First's capital position, and these events also
negatively impacted the financial position of Classified  (please
see A.M. Best's press release dated June 26, 2012).

The removal of the ratings from under review is primarily due to
the announcement of the sale of the company's renewal rights as
well as the run off of its remaining business, which reduces
Classified's underwriting exposure; thus, reducing the likelihood
that Classified will be placed under regulatory supervision.
While Classified's current risk-adjusted capitalization still
supports its ratings, some uncertainty remains as to the orderly
completion of the run off process given its continuing negative
underwriting results in 2012, which further moderately reduced its
capital position in recent months.


NBTY INC: Moody's Cuts CFR/PDR to 'B2'; Outlook Stable
------------------------------------------------------
Moody's Investors Service downgraded NBTY, Inc.'s Corporate Family
Rating and Probability of Default Rating to B2 from B1. At the
same time, Moody's affirmed all existing ratings including the
Caa1 rating on the $550 million Senior Unsecured PIK Toggle Notes
due 2017 issued by NBTY's parent company, Alphabet Holding
Company, Inc. The rating outlook is stable. This concludes the
review for downgrade initiated on October 11, 2012.

Ratings Rationale

The downgrade is triggered by NBTY's payment of a largely debt
financed $750 million dividend to its financial sponsor owner, The
Carlyle Group. This dividend was funded by the proceeds from the
recently issued $550 million PIK toggle notes along with excess
cash on balance sheet. Pro-forma for the PIK toggle notes debt to
EBITDA increased to 5.6 times from 4.9 times for the lagging
twelve month period ended June 30, 2012. Moody's expects that debt
to EBITDA will improve due to a modest growth in earnings but is
likely to remain above 5.25 times over the next twelve months. The
downgrade also reflects that the dividend signals a more
aggressive financial policy at NBTY than was anticipated.

Moody's took the following rating actions for NBTY:

The following ratings are downgraded and will be withdrawn (as the
CFR and PDR are being moved to Holdings):

  Corporate Family Rating to B2 from B1

  Probability of Default Rating to B2 from B1

The following ratings are affirmed and LGD point estimates
changed:

  Senior secured bank credit facilities at Ba3 ( to LGD 2, 26%
  from LGD 3, 35%)

  $650 million senior unsecured notes at B3 (LGD 5, to 73% from
  88%)

Moody's took the following rating actions for Alphabet Holding
Company, Inc.

Ratings are assigned:

  Corporate Family Rating at B2

  Probability of Default Rating at B2

The following rating is affirmed and LGD point estimates changed:

  $550 million senior unsecured PIK toggle notes due 2017 at Caa1
  (LGD 6, to 92% from 93%)

NBTY's B2 Corporate Family Rating reflects its high leverage with
debt to EBITDA of about 5.6 times and its good interest coverage
with EBITA to interest expense of 2.2 times. It also reflects the
expectation that while leverage will improve over the next twelve
months due to modest earnings growth, debt to EBITDA will likely
remain above 5.25 times. Moody's anticipates that NBTY's top lines
sales growth will stall over the next twelve months given possible
further declines in the private label wholesale business as well
as the exiting of the Julian Graves and Le Naturiste business in
Europe. However, Moody's believes that earnings should modestly
grow due to expense reduction initiatives as well as growth in the
branded wholesale business and in the retail segment. The rating
is also supported by NBTY's good liquidity and its portfolio of
well known brands. Positive ratings consideration is given to the
healthy growth of the vitamin, mineral, and nutritional supplement
("VMNS") industry due to an increasing number of Americans over
the age of 50. However, competition in the sector has increased as
larger players such as Pfizer have expanded their presence. In
addition, NBTY's growth has not kept pace with the industry growth
recently due to strategic changes made by the company particularly
the exit of certain parts of the private label business. Negative
ratings consideration is given to NBTY's aggressive financial
policy and to the risk of adverse publicity and for potential
product recalls associated with the VMNS industry.

The stable outlook reflects Moody's view that earnings will
modestly improve but that leverage is likely to remain at a level
indicative of a B2 rating.

Ratings could be upgraded should NBTY's operating performance
improve such that it will maintain debt to EBITDA below 5.25
times. In addition, an upgrade would require the company to
maintain good liquidity and financial policies that would support
this level of leverage. The degree of any ratings improvement,
however, is constrained by the company's relatively small scale,
the potential for volatility given its focus on the VMNS industry,
and its aggressive financial policies.

Ratings could be downgraded should NBTY's operating performance
deteriorate, or the company make a sizable debt financed
acquisition or material share holder friendly activity such that
debt to EBITDA remains above 6.25 times for an extended period or
EBITA to interest expense approaches 1.5 times.

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

NBTY, Inc., headquartered in Ronkonkoma, NY, is a leading global
vertically-integrated manufacturer, marketer, and retailer of
vitamin, mineral, and nutritional supplements in the United States
and throughout the world. The company operates over 1,300 stores
in the US, Canada, and Europe. It also is a wholesale supplier of
private label VMNS products to major retailers in the US. Revenues
are about $3.1 billion. NBTY is a subsidiary of Alphabet Holding
Company, Inc. who is owned by The Carlyle Group.


NEXT 1 INTERACTIVE: Had $211,700 Net Loss in Aug. 31 Quarter
------------------------------------------------------------
Next 1 Interactive, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $211,704 on $140,860 of revenues for the
three months ended Aug. 31, 2012, compared with a net loss of
$369,626 on $400,178 of revenues for the same period last year.

For the six months ended Aug. 31, 2012, the Company had a net loss
of $926,617 on $309,256 of revenues, compared with a net loss of
$5.2 million on $694,415 of revenues for the same period of 2011.

The Company's balance sheet at Aug. 31, 2012, showed $1.1 million
in total assets, $13.1 million in total liabilities, and a
stockholders' deficit of $12.0 million.

The Company had an accumulated deficit of $67.9 million and a
working capital deficit of $12.5 million at Aug. 31, 2012, net
losses for the six months ended Aug. 31, 2012, of $926,617 and
cash used in operations during the six months ended Aug. 31, 2012,
of $1.9 million.  "While the Company is attempting to increase
sales, the growth has yet to achieve significant levels to fully
support its daily operations."

A copy of the Form 10-Q is available at http://is.gd/G7Atrt

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.

*     *     *

As reported in the TCR on June 21, 2012, Sherb & Co., LLP, in Boca
Raton, Florida, issued a "going concern" qualification on the
consolidated financial statements for the year ended Feb. 29,
2012.  The independent auditors noted that the Company had an
accumulated deficit of $66,983,176 and a working capital deficit
of $14,546,150 at Feb. 29, 2012, net losses for the year ended
Feb. 29, 2012m of $13,651,066 and cash used in operations during
the year ended Feb. 29, 2012, of $4,822,423.  These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.


NEXSTAR BROADCASTING: Moody's Raises Corp. Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family and
probability of default ratings of Nexstar Broadcasting, Inc.
(Nexstar) to B2 from B3. Moody's also assigned a Caa1 rating to
its proposed $200 million senior unsecured notes issuance and a
Ba2 rating to its proposed first lien bank credit facility,
consisting of a $95 million revolver and a $350 million term loan.
The outlook remains positive. The company expects to use proceeds
from the transaction to finance the approximately $285 million
acquisition of stations from Newport announced in July and to
repay debt, including the 7% senior subordinated notes due January
2014 (approximately $115mm outstanding) and the senior secured
credit facilities (approximately $175mm outstanding).

The upgrade and positive outlook incorporate expectations for
continued improvement in the credit profile resulting from both
the transaction and Nexstar's operating performance.

A summary of the actions follows.

Nexstar Broadcasting, Inc.

     Probability of Default Rating, Upgraded to B2 from B3

     Corporate Family Rating, Upgraded to B2 from B3

     Senior Secured Bank Credit Facility, Assigned Ba2, LGD2, 19%

     Senior Unsecured Bonds, Assigned Caa1, LGD6, 91%

     8.875% Second Lien Bonds, Affirmed B3, LGD adjusted to LGD4,
     65% from LGD4, 58%

     Affirmed SGL-2 Speculative Grade Liquidity Rating

Outlook, Positive

Ratings Rationale

The acquisition expands the company's scale and enhances
diversification, both in terms of station affiliates and
geography. Furthermore, Moody's expects cost and revenue synergies
to contribute to EBITDA growth. Finally, the transaction addresses
near term maturities and eliminates uncertainty over the strategic
alternatives process. Moody's estimates 2012 leverage on a two
year average basis pro forma for the transaction will be in the
low 5 times debt-to-EBITDA range, appropriate for the B2 corporate
family rating. These factors drove the upgrade to B2 from B3.

The new credit agreement also provides flexibility for share
repurchases and dividends, and Moody's will evaluate the likely
fiscal strategy based on the new capital structure and the
conclusion of the strategic alternatives process. The company has
historically directed free cash flow to debt reduction and
acquisitions, so a deviation from this strategy could impede
positive ratings momentum. However, Moody's believes the company
could achieve metrics consistent with a B1 rating even with a
small dividend, so the outlook is positive.

Nexstar's B2 corporate family rating incorporates its high, albeit
improved, leverage (5.6 times debt-to-EBITDA as of June 30, 2012
pro forma for the transaction), which poses challenges for
managing a business vulnerable to advertising spending cycles.
However, Moody's anticipates synergies related to the proposed
acquisitions, continued expansion of retransmission and eMedia
related cash flow (even after rising payments to the networks) and
modest growth in core advertising revenue, together with some debt
repayment, will facilitate an improvement in the credit profile.
Geographic and network diversity diminish vulnerability to
regional economic downturns and to the success of content of any
particular network, but the company remains susceptible to
economic conditions and faces continued competition for
advertising dollars related to media fragmentation. Good liquidity
also supports the rating, particularly important given the need to
integrate acquisitions, though Moody's considers synergies
achievable at modest cost and with low operational risk.

The affirmation of the positive outlook reflects the potential for
an upgrade to B1 based on continued improvement in the credit
profile from the combination of ongoing core EBITDA growth on a
two year average basis, debt reduction and accretive acquisitions.

Moody's would consider an upgrade based on expectations for
sustained two year average leverage below 4.75 times debt-to-
EBITDA (pro forma for the transactions), sustained positive free
cash flow-to-debt in the high single-digit percent range, and
continued modest growth in core advertising revenue and expansion
of the e-media business. An upgrade would also require maintenance
of good liquidity.

The outlook could revert to stable based on expectations for
sustained two-year leverage approaching 6 times debt-to-EBITDA
(pro forma for the transactions), whether due to weak ad demand,
operational challenges or debt funded dividends or acquisitions.
Moody's would consider a downgrade based on expectations for
sustained two-year average debt-to-EBITDA above 6 times and free
cash flow-to-debt below 3%. Deterioration of the liquidity profile
could also trigger a downgrade.

Based in Irving, Texas, Nexstar owns, operates, programs or
provides sales and other services to 55 television stations in 32
markets with last twelve months (LTM) revenue of approximately
$334 million as of June 30. The expected acquisition of Newport
stations (announced in July) will expand its operation to 67
television stations in 39 markets with estimated LTM revenue of
approximately $433 million.

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


NEXSTAR BROADCASTING: S&P Ups CCR to 'B+' on Station Portfolio
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Irving, Texas-based Nexstar Broadcasting Group Inc. and
on certain subsidiaries to 'B+' from 'B'. "At the same time, we
removed the rating from CreditWatch, where it was placed with
positive implications on Oct. 5, 2012. The rating outlook is
stable," S&P said.

"At the same time, we assigned Nexstar's proposed $445 million
senior secured credit facilities (expected to consist of a $95
million revolving credit facility due 2017 and a $350 million term
loan due 2019) our 'BB' issue-level rating (two notches above our
'B+' corporate credit rating on the company), with a recovery
rating of '1', indicating very high (90% to 100%) recovery in the
event of a payment default," S&P said.

"We also assigned Nexstar's proposed $200 million senior unsecured
notes due 2020 our 'B-' issue-level rating (two notches lower than
our 'B+' corporate credit rating on the company) with a recovery
rating of '6' (0% to 10% recovery expectation). The ratings are
based on the proposed terms and are subject to review upon receipt
of final documentation," S&P said.

"The issue-level rating on the company's existing senior secured
second-lien notes remains at 'B'. We revised the recovery rating
on this debt to '5' (10% to 30% recovery expectation) from '4'
based on the increased amount of first-lien debt in the capital
structure," S&P said.

"We raised the issue-level rating on the existing senior secured
credit facility to 'BB' from 'BB-'. The recovery rating on this
debt remains unchanged at '1' (90% to 100% recovery expectation).
We also raised the issue-level rating on the existing subordinated
notes to 'B-' from 'CCC+'. The recovery rating on this debt
remains unchanged at '6' (0% to 10% recovery expectation). We will
withdraw the ratings on the existing senior secured credit
facility and term loan once they are repaid with the proceeds from
the proposed new issuance," S&P said.

"The rating action reflects our view that the stations that
Nexstar will acquire from Newport will improve the company's
business risk profile and that trailing-eight-quarter leverage
will improve to 6x or less over the intermediate term," said
Standard & Poor's credit analyst Daniel Haines.

"The acquired stations will improve geographic and network
affiliate diversity and also add stations in markets or states in
which Nexstar is already present, allowing for cost synergies. Pro
forma for the station acquisition, average trailing-eight-quarter
leverage increases to about 6.2x, compared with 5.6x as of June
30, 2012. Our rating on Nexstar also reflects our assessment of
the company's business risk profile as 'fair' and its financial
risk profile as 'highly leveraged,' based on our criteria," S&P
said.


NORTHWESTERN STONE: To Present Plan for Confirmation Monday
-----------------------------------------------------------
Northwestern Stone, LLC, will seek confirmation of its Chapter 11
plan at a hearing on Oct. 29, 2012, at 11:15 a.m.

The Court approved the adequacy of the information in the
Disclosure Statement mid-September and set an Oct. 22 deadline for
filing written confirmation objections.

At the confirmation hearing, Welton Family Limited Partnership
will attempt to block Plan approval, arguing that the Plan is
fatally flawed in a number of respects.  It claims the Plan fails
to meet all the requirements of 11 U.S.C. Sec. 1129(a) because the
Plan lacks demonstrated commercial viability, it has not been
shown to be in the best interests of creditors, it misclassifies
certain tax claims, it does not disclose necessary information
regarding the Debtor's post-confirmation managers and insiders,
and it was not proposed in good faith.  Moreover, the Plan,
according to Welton, does not comply with Section 1129(b) because
it violates the absolute priority rule in allowing equity holders
to retain their interest while failing to properly ensure full
payment for unsecured creditors.

According to the Amended Disclosure Statement filed on Oct. 19,
2012, the Plan proposes that the Debtor continue to operate from
the Middleton Quarry location until such time as that location is
sold.  The Debtor proposes to continue the listing and marketing
of the Middleton Quarry with the assistance and input of MSB and
the Creditors' Committee for a period of up to five years. It is
believed that the sale of the Middleton Quarry will result in the
full payment of MSB and unsecured creditors

The Plan contains fifteen classes of creditors including secured
creditors, taxing authorities, unsecured creditors, and equity
holders. It proposes to pay these creditors in full within five
years of confirmation. In order to effectuate the Plan, some
creditors are to be paid out of the reorganized Debtor's revenues,
while others are to be paid from the proceeds of the sale of a
quarry located in Middleton, Wisconsin.

A copy of the Disclosure Statement dated Oct. 19, 2012, is
available for free at:

     http://bankrupt.com/misc/Northwestern_DS_090712.pdf

Welton Family is represented by:

         Richard S. Lauter, Esq.
         Brian J. Jackiw, Esq.
         FREEBORN & PETERS LLP
         311 South Wacker Drive, Suite 3000
         Chicago, IL 60606-6677
         Tel: (312) 360-6000
         E-mail: rlauter@freebornpeters.com
                 bjackiw@freebornpeters.com

                     About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No.
10-19137) on Dec. 16, 2010.  The Debtor disclosed $25,238,172 in
assets and $12,080,628 in liabilities as of the Chapter 11 filing.
Nicole I. Pellerin, Esq., and Timothy J. Peyton, Esq., at Kepler &
Peyton, in Madison, Wisconsin, serve as the Debtor's bankruptcy
counsel.  Grobe & Associates, LLP, serves as the Debtor's
accountants.

On Jan. 26, 2011, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors.  Claire Ann Resop, Esq., and
Eliza M. Reyes, Esq., at von Briesen & Roper, s.c., in Madison,
Wisconsin, represent the Committee as counsel.


NORTHWESTERN STONE: Can Hire Axley Brynelson as Special Counsel
--------------------------------------------------------------
Northwestern Stone, LLC, sought and obtained authorization from
the Hon. Robert D. Martin of the U.S. Bankruptcy Court for the
Western District of Wisconsin to employ Axley Brynelson as special
counsel for the purpose of representing the Debtor in connection
with the Debtor's objection to Claim No. 13 filed on behalf of
Welton Family Limited Partnership.

The Debtor will pay Axley Brynelson $350 per hour for its
services.

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

                     About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  The Debtor disclosed $25,284,372 in
assets and $12,080,628 in liabilities.  Nicole I. Pellerin, Esq.,
and Timothy J. Peyton, Esq., at Kepler & Peyton, in Madison,
Wisconsin, serve as the Debtor's bankruptcy counsel.  Grobe &
Associates, LLP, serves as the Debtor's accountants.

On Jan. 26, 2011, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors.  Claire Ann Resop, Esq., and
Eliza M. Reyes, Esq., at von Briesen & Roper, s.c., in Madison,
Wisconsin, represent the Committee as counsel.


NORTHWESTERN STONE: Has OK to Hire Rawson Realty as Appraiser
-------------------------------------------------------------
Northwestern Stone, LLC, sought and obtained authorization from
the Hon. Robert D. Martin of the U.S. Bankruptcy Court for the
Western District of Wisconsin to employ James Rawson of Rawson
Realty to provide the appraisal of its real estate.

The Debtor will pay Rawson Realty $175 per hour for the valuation
of the Debtor's real estate, and $205 per hour to testify.

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

                     About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  The Debtor disclosed $25,284,372 in
assets and $12,080,628 in liabilities.  Nicole I. Pellerin, Esq.,
and Timothy J. Peyton, Esq., at Kepler & Peyton, in Madison,
Wisconsin, serve as the Debtor's bankruptcy counsel.  Grobe &
Associates, LLP, serves as the Debtor's accountants.

On Jan. 26, 2011, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors.  Claire Ann Resop, Esq., and
Eliza M. Reyes, Esq., at von Briesen & Roper, s.c., in Madison,
Wisconsin, represent the Committee as counsel.


NORTHWESTERN STONE: Can Hire William Farmer to Appraise Machinery
-----------------------------------------------------------------
Northwestern Stone, LLC, sought and obtained authorization from
the Hon. Robert D. Martin of the U.S. Bankruptcy Court for the
Western District of Wisconsin to employ William T. Farmer of
Construction Equipment Appraisal Services as an appraiser of
construction machinery and equipment.

Mr. Farmer will also testify on behalf of the Debtor in any
hearing or matter, including, but not limited to any hearing on
the Debtor's continued use of cash collateral or any hearing on
confirmation of the Debtor's plan.

The Debtor will pay Mr. Farmer a flat fee of $850 per day, plus
$0.50 per mile and other out-of-pocket expenses.

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

                     About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).  It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  The Debtor disclosed $25,284,372 in
assets and $12,080,628 in liabilities.  Nicole I. Pellerin, Esq.,
and Timothy J. Peyton, Esq., at Kepler & Peyton, in Madison,
Wisconsin, serve as the Debtor's bankruptcy counsel.  Grobe &
Associates, LLP, serves as the Debtor's accountants.

On Jan. 26, 2011, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors.  Claire Ann Resop, Esq., and
Eliza M. Reyes, Esq., at von Briesen & Roper, s.c., in Madison,
Wisconsin, represent the Committee as counsel.


NORTHWESTERN STONE: Amends Schedules of Assets and Liabilities
--------------------------------------------------------------
Northwestern Stone, LLC, filed with the U.S. Bankruptcy Court for
the Western District of Wisconsin amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets        Liabilities
     ----------------            -----------     -----------
  A. Real Property               $14,335,000
  B. Personal Property           $10,949,372
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $10,451,313
  E. Creditors Holding
     Unsecured Priority
     Claims                                         $140,961
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $1,488,353
                                 -----------     ------------
        TOTAL                    $25,284,372     $12,080,628

A copy of the Debtor's schedules of assets and liabilities is
available for free at:

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

The Debtor disclosed $25,238,172 in total assets in the prior
iteration of the schedules.

                     About Northwestern Stone

Middleton, Wisconsin-based Northwestern Stone, LLC, operates a
gravel quarry business at four separate locations: one in
Sauk County (Swiss Valley Road, Prairie de Sac), and three in Dane
County (4373 Pleasant View Road, Middleton, 6166 Ramford Court,
Springfield, and 3060 Getz Road, Springdale).   It filed for
Chapter 11 bankruptcy protection (Bankr. W.D. Wis. Case No. 10-
19137) on Dec. 16, 2010.  Nicole I. Pellerin, Esq., and Timothy J.
Peyton, Esq., at Kepler & Peyton, in Madison, Wisconsin, serve as
the Debtor's bankruptcy counsel.  Grobe & Associates, LLP, serves
as the Debtor's accountants.

On Jan. 26, 2011, the U.S. Trustee appointed the Official
Committee of Unsecured Creditors.  Claire Ann Resop, Esq., and
Eliza M. Reyes, Esq., at von Briesen & Roper, s.c., in Madison,
Wisconsin, represent the Committee as counsel.


ORCHARD SUPPLY: Moody's Cuts CFR/PDR to 'Caa1'; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service lowered Orchard Supply Hardware Stores
Corporation's ("OSH") Corporate Family and Probability of Default
ratings to Caa1 from B3. Moody's also lowered the rating on the
company's senior secured term loan to Caa2 from B3. The rating
outlook remains negative.

The following ratings were downgraded:

Orchard Supply Hardware Stores Corporation:

Corporate Family Rating to Caa1 from B3

Probability of Default Rating to Caa1 from B3

Orchard Supply Hardware Corporation:

Senior Secured Term Loan due 2013 at Caa2 (LGD 4, 61%) from B3
(LGD 4, 56%)

Senior Secured Term Loan due 2015 at Caa2 (LGD 4, 61%) from B3
(LGD 4, 56%)

Ratings Rationale

The downgrade of OSH's Corporate Family Rating reflect continued
negative trends in operating performance, as well as impending
debt maturities and declining cushion on term loan covenants.
Approximately $55 million of the outstanding Term Loan matures in
December 2013. The company's new $127.5 million ABL matures on the
earlier of October 17, 2017 and the date which is 90 days prior to
the final maturity date of any portion of the Company's Senior
Secured Term Loan. Thus, the ABL may come due in September 2013 if
the company does not address the maturity of the outstanding Term
Loan tranche due in 2013 by that time.

The downgrade of the term loan rating reflects the downgrade of
the Corporate Family Rating, as well as the increase in the size
of the company's asset based revolver, which has a first lien on
all inventory and accounts receivable.

OSH's Caa1 rating reflects the company's high financial leverage,
with debt/EBITDA for the LTM period ending 7/28/2012 of
approximately 7.1x times as well as limited interest coverage with
LTM EBITA/interest recently moving below 1x. The ratings also
reflect the impending near term maturity of approximately $55
million dollars of the $128 million currently outstanding on the
company's Term Loan B in December of 2013 as well as the limited
cushion on their covenants which have continued to tighten while
performance has lagged. The company's efforts in store remodeling
will need to deliver continual improvements in same store sales
for Orchard Supply to remain in compliance with their covenants.
The Caa1 rating also reflects the company's narrow geographic
focus with a presence only in the state of California and the
continued challenging economic environment in that state.

The negative outlook for OSH reflects the escalating uncertainty
regarding the company's ability to address their impending debt
maturities as well as their strained near term liquidity due to
pressure on financial covenants.

In view of the negative outlook, ratings are unlikely to be
upgraded in the near term. The rating outlook could be stabilized
if the company were to demonstrate stable earnings and improved
liquidity by addressing its 2013 debt maturities and demonstrating
satisfactory cushion under the financial covenants in the term
loan. Over time ratings could be upgraded if EBITA/interest
exceeded 1.25 times and debt/EBITDA was sustained below 6.25
times.

Ratings could be lowered if the company does not expeditiously
make further progress to address its late 2013 debt maturities
with an economically feasible solution, performance deteriorates
from current levels or the probability of default is deemed to
rise.

The principal methodology used in rating Orchard Supply Hardware
Stores Corporation 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.

Orchard Supply Hardware Stores Corporation, headquartered in San
Jose, California, is a neighborhood hardware and garden store
focused on paint, repair and the backyard. As of July 28, 2012,
the Company had 88 stores in California.


OVERSEAS SHIPHOLDING: Firms Probe Securities Fraud Claims
---------------------------------------------------------
Law firms that include The Rosen Law Firm, Glancy Binkow &
Goldberg LLP, and Bronstein, Gewirtz & Grossman, LLC, separately
announced that they are investigating securities claims against
Overseas Shipholding Group, Inc.

On Oct. 3, 2012, OSG filed with the SEC a resignation letter it
received from G. Allen Andreas.  In the letter, Andreas states
that his resignation results from a disagreement with the Board as
to the process the Board was taking in reviewing a tax issue.

On Oct. 22, 2012, the Company filed a Form 8-K with the Securities
and Exchange Commission disclosing that on Oct. 19, 2012 "the
Audit Committee of the Board of Directors of the Company, 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."  The Form 8-K further stated that the
Company is reviewing whether a restatement of those financial
statements may be required and "evaluating its strategic options,
including the potential voluntary filing of a petition for relief
to reorganize under Chapter 11 of the Bankruptcy Code."

As a result of this news, OSG's stock price declined more than 60%
from the previous trading day's closing price of $3.25 per share
on Oct. 19, 2012, to close at $1.23 per share on Oct. 22, 2012 on
extremely heavy volume of more than 16 million shares traded.

The firms each issued news releases announcing preparation of a a
class action lawsuit as a result of this adverse information.

Rosen says that entities who purchased securities between May 6,
2009 and Oct. 22, 2012, may contact:

         Phillip Kim, Esq.
         Jonathan Horne
         THE ROSEN LAW FIRM
         Tel: 866-767-3653 (Toll Free)
         E-mail: pkim@rosenlegal.com
                 jhorne@rosenlegal.com
         Web site: http://rosenlegal.com

Glancy Binkow can be reached at:

         Michael Goldberg, Esq.
         GLANCY BINKOW & GOLDBERG LLP
         1925 Century Park East, Suite 2100
         Los Angeles, California 90067
         Tel: (310) 201-9150, 888-773-9224 (Toll-Free)
         E-mail: shareholders@glancylaw.com
         Web site: http://www.glancylaw.com

Bronstein Gewirtz can be reached at:

         Peretz Bronstein
         Eitan Kimelman
         BRONSTEIN, GEWIRTZ & GROSSMAN, LLC
         Tel: 212-697-6484
         E-mail eitan@bgandg.com

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


OVERSEAS SHIPHOLDING: Analyst Says Bankruptcy "Real Possibility"
----------------------------------------------------------------
John Perry at Zolmax News reports that Deutsche Bank reissued its
"hold" rating on shares of Overseas Shipholding Group in a
research report released on Oct. 22, 2012.

"Prior to the open this morning, OSG filed an 8-K outlining a
potential tax issue that may result in financial restatements.
However, in the last sentence, OSG stated it is in negotiations
with its lenders and evaluating its strategic options which may
include a voluntary Chapter 11 bankruptcy filing.  While the
ongoing negotiations are not new, this is OSG's first mention of a
potential Chapter 11 filing. We believed lender negotiations were
not progressing well when the company announced it had fully drawn
its revolver in July.  Given OSG's statements, a potential filing
may be a real possibility rather than a negotiating tactic with
its lenders, if negotiations are still not progressing well at
this point in time," Deutsche Bank's analyst commented.

According to the Zolmax report, Overseas Shipholding Group traded
down 9.03% on Oct. 22, hitting $1.31. Overseas Shipholding Group
has a 1-year low of $1.02 and a 1-year high of $15.16.  The
company's market cap is $40.5 million.

According to the report, a number of other firms have also
recently commented on OSG:

     -- Analysts at Jefferies Group set a $1.00 price target on
shares of Overseas Shipholding Group in a research note to
investors on Oct. 23;

     -- Analysts at Credit Suisse downgraded shares of Overseas
Shipholding Group from an outperform rating to a neutral rating in
a research note to investors; and

     -- Analysts at Clarkson Capital downgraded shares of Overseas
Shipholding Group from an outperform rating to a market perform
rating in a research note to investors on Oct. 22.

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


PARADISE VALLEY: Sec. 341 Creditors' Meeting Set for Nov. 6
-----------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Paradise Valley
Holdings LLC on Nov. 6, 2012, at 1:30 p.m.  The meeting will be
held at 341 Butte Grand Jury 315 Fed Bldg, 400 N Main St, Butte,
Montana.

                       About Paradise Valley

Paradise Valley Holdings LLC filed a Chapter 11 petition (Bankr.
D. Mont. Case No. 12-61585) in Butte, Montana on Sept. 28, 2012.

Paradise Valley, also known as Bullis Creek Ranch, disclosed
$14.2 million in total assets and $13.1 million in total
liabilities.  The Debtor owns properties in Park County, worth
$14.0 million, and secures a $12.0 million debt to American Bank.
The Debtor disclosed that part of the secured claims against the
property is a judgment lien in the amount of $250,000 held by the
Museum of the Rockies Inc. resulting from a lawsuit against the
debtor for breach of contract.  A copy of the schedules is
available at http://bankrupt.com/misc/mtb12-61585.pdf

Judge Ralph B. Kirscher oversees the case.  Patten, Peterman,
Bekkedahl & Green serves as the Debtor's legal counsel.


PATRIOT COAL: Mine Workers Seek Class Suit v Peabody & Arch Coal
----------------------------------------------------------------
Nick Brown at Reuters reports that Peabody Energy Corp and Arch
Coal Inc are being sued by mine workers who contend that the
companies have an obligation to pay pension and health care
benefits that were transferred to Patriot Coal in a 2007 spinoff.

According to the report, eight mine workers and their union, the
United Mine Workers of America, are seeking class action status in
a lawsuit filed in federal court in West Virginia.

The report relates the roughly 10,000 union members whose benefits
were transferred in the spinoff are worried that Patriot, in
Chapter 11 bankruptcy, will try to take advantage of laws allowing
bankrupt companies to cut retiree health care and pensions.  Some
of the workers whose benefits were transferred retired before the
spinoff and never actually worked for Patriot.

Reuters, citing court papers, Patriot said its current retiree
obligations are untenable.  The union is determined to salvage
benefits by going after Peabody and Arch, which it accuses of
dumping costly obligations onto Patriot, the report adds.

The report relates, in an interview last week, Arthur Traynor, a
lawyer for the union, said the goal "is not to get money out of
Patriot."

According to the report, Vic Svec, a spokesman for Peabody, said
Patriot was a "completely viable" company when it was spun off and
that its downfall resulted from other forces.  "Patriot's
decisions to make significant changes in its capital structure
(and) decreased demand for U.S. coal due to sharp declines in
natural gas prices" contributed to Patriot's decline.

The report notes Mr. Svec last week said a Peabody subsidiary
still pays about $600 million in Patriot retiree health care
obligations that it retained at the time of the spinoff.

                         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.


PEAK RESORTS: Committee Has OK to Retain Cole Schotz as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Peak Resorts,
Inc., et al., obtained authorization from the U.S. Bankruptcy
Court for the Northern District of New York to retain Cole,
Schotz, Meisel, Forman & Leonard, P.A., as the Committee's
counsel, nunc pro tunc to Aug. 20, 2012.

Cole Schotz will, among other things, assist the Committee in its
analysis of, and negotiations with, the Debtors or any third party
concerning matters related to, among other things, the assumption
or rejection of certain leases of nonresidential real property and
executory contracts, the proposed sale of substantially all of the
Debtors' assets and businesses, financing of other transactions
and the terms of one or more plans of reorganization for the
Debtors and accompanying disclosure statements and related plan
documents.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PEAK RESORTS: Wants Plan Filing Period Extended to March 2013
-------------------------------------------------------------
Peak Resorts, Inc., et al., ask the U.S. Bankruptcy Court for the
Northern District of New York to extend their exclusive periods to
file a plan and to solicit acceptances of that plan to March 29,
2012, and May 28, 2013, respectively.

The exclusive period to file a plan expires on Nov. 29, 2012,
while the solicitation period ends on Jan. 28, 2013.

Since the commencement of the case, the Debtors have sought and
obtained the appointment of American Resort Management, LLC, to
evaluate and streamline the Debtors' operations.  They have also
diligently worked with the FDIC in finalizing an operating budget
that includes the use of the cash collateral and debtor-in-
possession financing to allow them to operate through the upcoming
ski season.

The Debtors will be hiring a professional in the immediate future,
to attempt to locate a potential purchaser or investor that will
solidify the Debtors' reorganization/restructuring plans or a sale
of the Debtors' assets.  The Debtors said that they intend to
attempt to develop and pursue a consensual plan of reorganization
under which the interests of all constituencies will be dealt with
in an equitable fashion.  The Debtors assured the Court that by
granting an extension of the exclusive periods, the Debtors'
ability to proceed with its ongoing efforts will enhance the
Debtors' ability to explore all of their options and ultimately
propose a confirmable plan of reorganization.

The hearing on the Debtors' request to extend the exclusive
periods is scheduled for Nov. 1, 2012, at 11:30 a.m.

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

Kenneth Baum, Esq., at Cole Schotz Meisel Forman Leonard, in
Hackensack, N.Y., represents the Official Committee of Unsecured
Creditors as counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PEAK RESORTS: Has Nod to Hire Phillips Lytle as Special Counsel
---------------------------------------------------------------
Peak Resorts, Inc., et al., sought and obtained permission from
the U.S. Bankruptcy Court for the Northern District of New York to
employ Phillips, Lytle LLP as special counsel to complete the
settlement of the 2011-2012 tax year certiorari proceeding and the
2012-2013 tax year certiorari proceeding.

Phillips Lytle represented the Debtors prior to filing with
respect to pending tax certiorari proceedings.  In those
proceedings, the Debtors were working on an agreement with the
taxing authorities that is expected to result in $400,000 per year
in savings on the Debtors' real estate tax bills.  Phillips
Lytle's background and knowledge about the Debtors' various real
estate holdings and values is critical to allow the Debtors to
move forward with those settlement discussions.

Phillips Lytle will seek payment for compensation at 4% of one
year of savings realized to the estate.  It is expected that one
year of savings will be approximately $400,000, so the fees are
estimated to be approximately $16,000.  As set forth in the
engagement letter, the normal contingency fee in these cases is
33-1/3% of each year's tax savings realized by the settlement
agreement.  The contingent fee would increase to 18% if a trial
commenced and would increase to 28% if the trial went to decision.

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

                        About Peak Resorts

Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four
affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case
Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on
Aug. 1, 2012.  The affiliates are Hope Lake Investors LLC,
V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc.

Peak Resorts owns 888.5 acres of real estate, including the "Greek
Peak Mountain Resort", a four-season resort development located in
Virgil, New York.  The 888.5-acre property is located 8 miles from
Cortland, New York and has the largest day trip area in Central
New York state.  REDI LLC owns 402.7 acres of adjacent property.
Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor
Water Park, a 151-room hotel and resort facility in Virgil,
Cortland County.   The Debtors have a total of 264 employees.

Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the
case.  Lawyers at Harris Beach PLLC serve as the Debtors' counsel.

Kenneth Baum, Esq., at Cole Schotz Meisel Forman Leonard, in
Hackensack, N.Y., represents the Official Committee of Unsecured
Creditors as counsel.

The Debtors scheduled these assets and debts:

                   Scheduled Assets         Scheduled Liabilities
                   ----------------         ---------------------
Hope Lake             $27,180,635                $48,800,528
Peak Resorts          $12,991,230                $26,558,438
REDI, LLC              $1,298,401                 $3,851,808

The petitions were signed by Allen R. Kryger, president.


PLOVER DEVELOPMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Plover Development, LLC
        930 Sylvan Avenue, Suite 110
        Englewood Cliffs, NJ 07632

Bankruptcy Case No.: 12-35579

Chapter 11 Petition Date: October 22, 2012

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

Judge: Donald H. Steckroth

Debtor's Counsel: Russell L. Low, Esq.
                  LOW & LOW
                  505 Main St., Suite 304
                  Hackensack, NJ 07601
                  Tel: (201) 343-4040
                  E-mail: rbear611@aol.com

Scheduled Assets: $4,485,528

Scheduled Liabilities: $4,020,543

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

The petition was signed by Kevin Wolfer, managing member.


POLYONE CORP: Spartech Buyout No Impact on Moody's Ba2 Ratings
--------------------------------------------------------------
Moody's Investors Service stated that PolyOne Corporation's Ba2
ratings and stable outlook are unaffected by the company's
announcement on Oct. 24 that they have made a friendly offer to
acquire Spartech Corporation (Spartech - unrated) for the purchase
price of $393 million, $8.00/share, including cash and debt at the
target.

PolyOne, headquartered in Avon Lake, Ohio, is a global provider of
specialized polymer materials, services, and solutions. Revenues
were $2.9 billion for the last twelve months ending June 30, 2012.


PONCE TRUST: Dec. 12 Plan Confirmation Hearing Set
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
approved on Oct. 22, 2012, the third amended disclosure statement
explaining Ponce Trust, LLC's Second Amended Plan Of
Reorganization dated Oct. 15, 2012.

The deadline for filing ballots accepting or rejecting the Plan is
Nov. 28, 2012.

The confirmation hearing is scheduled for Dec. 12, 2012, at 10:00
a.m.

The Court has scheduled a pre-hearing conference on contested
confirmation issues for Dec. 4, 2012, at 2:30 p.m.  Objections to
plan confirmation must be filed no later than Nov. 28, 2012.

According to the Debtor, 1300 Ponce Holdings, which made an
election under 11 U.S.C. Sec. 1111(b) to have one secured claim in
the amount of $38,174,090, will be paid a stream of payments equal
to or greater than its total claim from unit sales revenues and
rental income.

Infracommerce and Dayco HC LLC, which assert $7,173,659 for
mezzanine loans, will be paid in accordance with the projections
starting in November 2017.

Unsecured creditors will be paid in monthly installments over
seven years in graduated payments through the life of the Plan
starting in November 2017.

The holders of equity security interests in the Debtor will retain
their equity interests, in exchange for a new value contribution
of between $200,000 and $250,000 from the principals of the
Debtor.

A copy of the Third Amended Disclosure Statement is available at:

http://bankrupt.com/misc/ronald.courtrationsoct252012.doc

                         About Ponce Trust

Ponce Trust LLC, the developer and owner of the luxury residential
condominium development known as 1300 Ponce, in Coral Gables,
Florida, filed for Chapter 11 bankruptcy (S.D. Fla. Case No.
12-14247) on Feb. 22, 2012.  Judge Robert A. Mark presides over
the case.  Andrea L. Rigali, Esq., Joel L. Tabas, Esq., and Mark
S. Roher, Esq., at Tabas, Freedman, Soloff, Miller & Brown, P.A.,
serve as the Debtor's counsel.  The petition was signed by Luis
Lamar, vice president and manager.

Ponce Trust sought Chapter 11 because of (a) the declining real
estate market, (b) its inability to reduce condominium prices in
response to changing market conditions, and (c) its inability, due
to circumstances beyond the Debtor's control, to renew, repay, or
refinance its secured mortgage debt owed to MUNB Loan Holdings,
LLC, which matured in 2011.

Prior to the Petition Date, MUNB initiated a foreclosure action
against the Property in the Circuit Court of the 11th Judicial
Circuit in and for Miami-Dade County, Florida.  On July 21, 2011,
the State Court entered an Order Appointing Receiver, which inter
alia appointed Jeremy S. Larkin as receiver.  Mr. Larkin is the
President of NAI Miami Commercial Real Estate Services, Worldwide.

1300 Ponce contains 125 residential condominium units.  As of the
bankruptcy filing date, the Debtor has a remaining inventory of
about 83 units and rented about 40 of those units.  The Debtor
intends to market the remaining Condominium Units for both sale
and rental.  The Debtor disclosed $22,734,532 in assets and
$46,999,376 in liabilities as of the Chapter 11 filing.

The residential condominium unit is worth $19 million.  MUNB is
owed $37.3 million.

1300 Ponce Holdings LLC, assignee of MUNB, is represented by
Carlton Fields, P.A.

In April 2012, the U.S. Trustee said an official committee of
unsecured creditors has not been appointed.




PROELITE INC: Isaac Blech Discloses 83.2% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Isaac Blech disclosed that, as of Oct. 21,
2012, he beneficially owns 331,136,000 shares of common stock of
ProElite, Inc., representing 83.2% of the shares outstanding.  Mr.
Blech previously reported beneficial ownership of 289,744,000
common shares or a 81.3% equity stake as of Sept. 21, 2012.
A copy of the filing is available at http://is.gd/2tmbAn

                        About ProElite Inc.

Los Angeles, Calif.-based ProElite, Inc., is a holding company for
entities that (a) organize and promote mixed martial arts matches,
and (b) create an internet community for martial arts enthusiasts
and practitioners.

On Oct. 20, 2008, management, with Board ratification, decided to
close or sell all operations and began an extended period of
restructuring its balance sheet, divesting itself of certain
assets, settlement of contingent liabilities, and attempting to
raise additional capital.

Effective Oct. 12, 2009, the Company entered into a Strategic
Investment Agreement with Stratus Media Group, Inc. ("SMGI")
pursuant to which the Company agreed to sell to SMGI, shares of
the Company's Series A Preferred Stock (the "Preferred Shares").
The Preferred Shares are convertible into the Common Stock of the
Company.  This transaction closed on June 14, 2011.

Gumbiner Savett Inc., in Santa Monica, Calif., expressed
substantial doubt about ProElite's ability to continue as a going
concern, following its audit of the Company's financial statements
as of and for the years ended Dec. 31, 2008, and 2007.  The
independent auditors noted that the Company has suffered losses
from operations and negative cash flows from operations.

The Company reported a net loss of $55.6 million for the fiscal
year ended Dec. 31, 2008, compared with a net loss of
$27.1 million for the fiscal year ended Dec. 31, 2007.

As a result of the decision to discontinue operations, the Company
did not have any revenues, cost of revenue, and gross profit for
the fiscal years ended Dec. 31, 2008, and 2007.

At Dec. 31, 2008, the Company's balance sheet showed $2.3 million
in total assets, $11.8 million in total liabilities, and a
shareholders' deficit of $9.5 million.

ProElite notified the U.S. Securities and Exchange Commission
that it requires additional time to complete the financial
statements for the fiscal quarter ended Sept. 30, 2011, and
cannot, without unreasonable effort and expense, file its Form 10-
Q on or before the prescribed filing date.  The Company also
notified the SEC regarding the late filing of its annual report on
Form 10-K for the period ended Dec. 31, 2011.


QS0001 CORP: Moody's Assigns 'B2' CFR/PDR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and
Probability of Default ratings to QS0001 Corp., the borrower
operating under the name Tomkins Air Distribution ("AD", "the
Company"). Moody's also assigned B1/LGD3, 39% ratings to the
planned $100 million first lien revolving credit facility and $525
million first lien term loan, as well as Caa1/LGD5, 86% to the
$135 million second lien term loan. The outlook is stable. AD is
being sold by Pinafore Holdings B.V. ("Pinafore") to CPP
Investment Board ("CPPIB") for about $1.1 billion; CPPIB currently
owns about 40% of Pinafore (Onex Group, management, and other
investors own the balance) and will own 100% of AD as a result of
this transaction.

Ratings Assigned

  Corporate Family Rating assigned B2

  Probability of Default Rating assigned B2

  $100 million first lien revolving credit facility due 11/2017
  assigned B1/LGD3, 39%

  $525 million first lien term loan due 11/2018 assigned B1/LDG3,
  39%

  $135 million second lien term loan due 5/2020 assigned
  Caa1/LGD5, 86%

Ratings Rationale

The B2 CRF rating is supported by the Company's leading market
share, solid geographic diversity within the United States, and
resilient cash flows. Leverage (5.7x on Moody's adjusted basis) is
in line with the B2 rating while cash flow performance (about 5%
free cash flow/debt) is better. EBIT interest coverage <2x is
below average for the rating. AD, through its assorted owned
brands, maintains a strong market share in the air flow control
component of heating, ventilating, and air conditioning ("HVAC")
systems in non-residential and residential construction. The
company offers a range of products at varying price points and
energy efficiency levels, maintains long dated relationships with
distributors, HVAC original equipment manufacturers, equipment
representatives, and DIY retailers. During the recent economic
recession, the Company reacted to the sharp decline in its two end
markets by reducing employee and facility counts and relocating
some factories to low cost areas, achieving EBITDA margins in line
with pre-downturn levels and maintaining cash flow. Nonetheless,
Moody's notes the Company's exposure to highly cyclical
construction markets. The company is positioned to participate in
the anticipated commercial and residential construction rebound
over the coming years, largely through revenue growth while
margins remain steady.

The stable outlook is based on Moody's expectation for low single
digit percent growth in the commercial real estate new
construction and repair and remodeling sectors, as well as mid to
high single digit percent growth in new residential construction
over the next 12-18 months. Moody's expects the company to grow in
line with this forecast while maintaining leverage and cash flow
in line with recent performance, including leverage around 5.5x
(Moody's Adjusted) and free cash flow/ debt around 5%.

The company's liquidity is good with the revolver expected to be
undrawn and limited revolver backstopped letters of credit. The
first lien secured leverage covenant is only affective if cash and
LC usage exceeds 25% of the revolver's capacity, or $25 million,
which is not anticipated.

Leverage declining to around 5x and EBIT interest coverage
improving to mid 2x could lead to positive rating momentum.
Inability to generate free cash flow or EBITDA margins
deteriorating below 10% could lead to negative rating momentum.

The principal methodology used in rating Tomkins Air
Distribution/QS0001 was the Global Manufacturing Industry
Methodology published in December 2010. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Richardson, TX, based AD manufactures air flow components for
commercial (about 75% total revenue) and residential (25%) HVAC
systems, including terminal units, grilles, dampers, flexible
ducts, exhaust fans, and filters. The overwhelming majority of
revenue comes from North America, with China, India, the UK and
Dubai comprising the balance. The company had just under $900
million in sales in the twelve months ending June 30, 2012.


RADIOSHACK CORP: Incurs $47.1 Million Net Loss in Third Quarter
---------------------------------------------------------------
Radioshack Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $47.1 million on $1 billion of net sales and operating revenues
for the three months ended Sept. 30, 2012, compared with net
income of $300,000 on $1.03 billion of net sales and operating
revenues for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $76.1 million on $2.96 billion of net sles and
operating revenues, in comparison with net income of $60.3 million
on $2.99 billion of net sales and operating revenues for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $2.23
billion in total assets, $1.57 billion in total liabilities and
$662.4 million in total stockholders' equity.

Dorvin D. Lively, interim chief executive officer of RadioShack
Corp., said, "Overall, our business performed below expectations.
I am most disappointed in our post-paid mobility business where we
saw a continued decline in margin performance.  However, I am
pleased with the progress we are making in improving and driving
growth in our high-margin Signature platform, which generated its
third consecutive quarter of sales growth and our pre-paid
mobility business, which included the launch of the RadioShack
branded line of phones.  Importantly, we took action to reduce our
overall SG&A cost structure during the quarter.

"Over the past three months, we executed our plan to raise new
capital and achieved our goal of raising $175 million of new
financing.  The proceeds of this financing along with existing
cash will be used to repay the 2013 Convertible Notes.  We believe
this strikes the right balance of maintaining liquidity necessary
to ensure smooth operations of our company and deleveraging the
balance sheet.  Our financial position and balance sheet are
strong, and our liquidity exceeds $900 million.

"Going forward, we will continue to be focused on stabilizing the
profitability of our business.  The key to this effort is the
gross margin and profitability of our mobility business and more
specifically our post-paid business.  We have a focused set of
initiatives that we believe will accomplish this goal, however, it
will take some time to fully address the challenges this business
faces."

The company ended the third quarter with total liquidity of $938
million, including cash and cash equivalents of $546 million and
$392 million of available under its $450 million asset-based
revolving credit facility that expires in January 2016.

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

                        http://is.gd/1HR77t

                         About Radioshack

RadioShack sells consumer electronics and peripherals, including
cellular phones.  It operates roughly 4,700 stores in the U.S. and
Mexico.  It also operates about 1,500 wireless phone kiosks in
Target stores.  The company also generates sales through a network
of 1,100 dealer outlets worldwide.  Revenues for the last 12
months' period ending June 30, 2012, were roughly $4.4 billion.

                           *     *     *

As reported by the TCR on Aug. 1, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. to 'B-' from
'B+'.  "The downgrade of RadioShack reflects our view that it will
be very difficult for the company to improve its gross margin in
the second half of the year," said Standard & Poor's credit
analyst Jayne Ross, "given the highly promotional nature of year-
end holiday retailing in the wireless and consumer electronic
categories.  It is our belief that all segments of the company's
business will remain under margin pressure for 2012 and into
2013."

In the July 27, 2012, edition of the TCR, Fitch Ratings has
downgraded its long-term Issuer Default Rating (IDR) for
RadioShack Corporation to 'CCC' from 'B-'.  The downgrade reflects
the significant decline in RadioShack's profitability, which has
become progressively more pronounced over the past four quarters.


RESIDENTIAL CAPITAL: Board Approves Bid by Ocwen And Walter
-----------------------------------------------------------
The ResCap Board of Directors has given its preliminary approval
of the bid by the team of Ocwen Loan Servicing, LLC and Walter
Investment Management Corp. of $3 billion as the highest and best
bid for ResCap's mortgage servicing and origination platform
assets.  The sale approval hearing before the Bankruptcy Court
will commence on Nov. 19, 2012.

ResCap will continue to work with all parties involved to ensure
the best possible outcome for its creditors and other stakeholders
in its Chapter 11 cases.

Final approval of a sale transaction is subject to, among other
things, definitive documentation and Bankruptcy Court approval.

                     About Residential Capital

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

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

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

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

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

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

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

Following a hearing in June, the bankruptcy judge scheduled
auctions for Oct. 23 and 24.  The hearing to approve the sales is
set for Nov. 19.  Fortress Investment Group LLC will make the
first bid for the mortgage-servicing business, while Berkshire
Hathaway Inc. will serve as stalking-horse bidder for the
remaining portfolio of mortgages.

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


RICHFIELD EQUITIES: Bid Protocol Okayed; Nov. 7 Sale Hearing Set
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved Wednesday bidding procedures with stalking horse and bid
protections in connection with the sale of a portion of the
Debtors' assets, properties, and rights used in the use of their
business, including:

  (a) all real property of the Companies located in Port Huron,
      Michigan (the "Dove Road Transfer Station");

  (b) all real property of the Companies located at 4151 S.
      McMillan Road, Sheridan Township, Michigan (the "Cove
      Landfill");

  (c) all real property of the Companies located in Sheridan
      Township, Huron County, Michigan (the "Appin Drain
      Property");

  (d) the real property at 1606 Webster Road, Flint, Michigan
      being purchased on land contract by the Companies which real
      property will be acquired by the Companies on or prior to
      the Closing Date (the "Truck Facility");

  (e) certain real property consisting of forty (40)+/- acres
      owned by the Heleski Charitable Remainder Annuity Trust
      dated Sept. 28, 2012, located in the Township of Sheridan,
      Country of Huron, and State of Michigan which real property
      will be acquired by the Companies on or prior to the Closing
      Date (the "Heleski Property").

Pursuant to the APA, the closing will take place on or before
Nov. 9, 2012.

The Court set the following dates and deadlines in connection with
the Sale Assets:

   Sale hearing                 Nov. 7, 2012, at 2:00 p.m.
   Sale Objection Deadline      Nov. 2, 2012
   Qualified Bid Deadline       Nov. 2, 2012
   Date and Time of Auction     Nov. 6, 2012, at 10:00 a.m.

If the Debtors do not receive any Qualified Bids other than from
the Stalking Horse Bidder, or if no Qualified Bidder other than
the Stalking Horse Bidder indicates its intent to participate in
the Auction, the Debtors will not hold the Auction, the Stalking
Horse Bidder will be named the Successful Bidder, and the Debtors
will seek approval of the APA at the Sale Hearing.

              Stalking Horse Bidder/Bid Protections

Halcon Recycling Ltd., an Ontario corporation, has agreed to act
as the Stalking Horse Bidder for the Sale Assets.  Halcon offered
to purchase the Sale Assets for $5,000,000 plus assumption of the
Assumed Liabilities, subject to higher and better bids at an
auction.  A break-up fee of $200,000 is payable to Halcon if a
competing bid is approved by the Court and Debtors actually close
a transaction with the party making such Court-approved competing
bid.  Halcon will also be entitled to reimbursement of expenses
(including the fees and expenses of outside counsel) incurred by
it in pursuing the transactions contemplated in the APA subject to
a cap of $50,000.

As reported in the TCR on Oct. 23, 2012, Rizzo Environmental
Services, Inc., has agreed to act as Stalking Horse Bidder for the
sale of certain contracts for the collection, transfer and
disposal of municipal solid waste ("MSW"), submitting a bid of
$2,000,000, plus assumption of the Assumed Liabilities.  The deal
with Rizzo also has a closing date of Nov. 9.

                     About Richfield Equities

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

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

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

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

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

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

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

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

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

Judge Daniel S. Opperman oversees the cases.

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




ROBERTS BROADCASTING: Sells Mississippi TV Station to Trinity
-------------------------------------------------------------
The Associated Press reports that Roberts Broadcasting has sold
Jackson television WRBJ-TV to religious broadcaster Trinity
Broadcasting Network.

According to the report, Media Venture Partners, which the
bankrupt Roberts hired to sell its stations in Jackson, Columbia,
S.C., and Evansville, Ind., said the station will begin showing
Trinity's Christian programming.  The station, which airs on
channel 34, currently shows programming from the CW network.  The
move could leave the Jackson television market without a CW
affiliate, although it could take months for the Federal
Communications Commission to approve a license transfer.

The report notes no price was disclosed.  A bankruptcy judge in
St. Louis must approve the sale before it can close.

The report adds Trinity Broadcasting Network currently owns
stations in 21 states but none in Mississippi.  It has affiliates
in three other states.  Some Mississippi viewers can see TBN
programming on stations located in Memphis, Tenn., and Mobile,
Ala.

Roberts Broadcasting Company, aka WRBU-TV, filed for Chapter 11
bankruptcy in St. Louis, Missouri, (Bankr. E.D. Mo. Case No.
11-50744) on Oct. 7, 2011.  The Company said assets total $639,623
and liabilities total $3.19 million.  Affiliates that filed for
Chapter 11 on the same day are Roberts Broadcasting Company of
Jackson, MS, LLC (Bankr. E.D. Mo. Case No. 11-50745); Roberts
Broadcasting Company of Evansville, IN, LLC (Bankr. E.D. Mo. Case
No. 11-50746); and Roberts Broadcasting Company of Columbia, SC,
LLC (Bankr. E.D. Mo. Case No. 11-50747), each listing under $1
million in assets.


ROUGH RIDER: Moody's Rates $150-Mil. Senior Unsecured Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3/LGD5-72% rating to the
proposed $150 million 9.875% senior unsecured notes due 2018 to be
issued by Rough Rider Escrow, Inc, a subsidiary of Heckmann Corp.
Proceeds, along with bank debt and new equity shares, will be used
to fund the purchase of Power Fuels ("PF"), a privately held
environmental services provider to onshore oil and gas exploration
and production operators in the North Dakota area of the US. The
corporate family and probability of default ratings of Heckmann
remain B3 and on review for possible upgrade, as does the
Caa1/LGD4-65% rating on the outstanding $250 million 9.875% senior
unsecured notes due 2018. The rating review is expected to be
concluded in November 2012, concurrent with the close of the
acquisition. Moody's anticipates equalizing the rating on the two
senior unsecured notes, as well as raising the CFR and PDR, at
that time.

Corporate Family Rating remains B3 and on review for possible
upgrade

Probability of Default Rating remains B3 and on review for
possible upgrade

Proposed $150 million 9.875% unsecured bond due 2018 assigned B3/
LGD5, 72%

$250 million 9.875% unsecured bond due 2018 rating remains
Caa1/LGD4, 65% and on review for possible upgrade

Speculative grade liquidity remains SGL-3

Ratings Rationale

The B3 rating on the proposed notes is predicated on the close of
the PF transaction as currently proposed, including the successful
sale of the notes, banks upsizing the company's revolver $150
million to $300 million, and Heckmann shareholders approving the
merger and issuance of 95 million shares. The raising of the
outstanding ratings would be driven by the anticipated improvement
of the company's financial and business profile with the merger.
Based on the recent Heckmann share price (just over $4/share), the
company will be raising around $400 million of equity, or just
over 55% of the purchase price. The meaningful equity
contribution, coupled with high PF margins, will drive down
leverage from just over 6x (annualized Q2 2012 results) to 2.6x
(annualized pro-forma Q2 2012), while revenue will increase to
just under $800 million run rate from $360 million, and EBITDA
margin will increase to 28% from 13%. The business will
predominantly focus on water supply and removal/treatment for
exploration and production companies operating in the onshore
unconventional energy plays. The addition of PF's operations in
the Bakken Shale region in the US north will complement Heckmann's
current footprint in the US Northeast, Southeast, and
Southcentral. PF enjoys first mover advantage in the Bakken having
built out support infrastructure for its field workers, an asset
in short supply in this area. The relative distance between this
and other shale plays further serves as a barrier to entry for new
competitors. This dynamic is somewhat unique compared to other US
shale plays where operators have shifted from depressed natural
gas-concentrated plays to more attractive oil-concentrated ones,
leading to intense price competition between service providers.
Still, Moody's views cautiously the near term outlook for the
entire onshore oilfield service industry, noting prevalent
weakness reported by service providers operating across the US.
Collection and recycling of used motor oil, the company's
remaining business, has been steadier in recent quarters with
demand driven by the relative price discount to new oil.

The company's rating will be constrained by its narrow focus in a
generally competitive sub-sector within the environmental services
business, the volatility of US energy drilling activity, merger
integration risk, and acquisitive track record.

The company's liquidity is adequate with the $150 million revolver
at near full availability and room under the company's revolver
covenants.

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

Coraopolis, PA, based Heckmann Corp provides environmental water
solutions to onshore oil and gas exploration and production
companies operating in the major unconventional shale plays in the
United States. The company also collects and re-processes used
motor oil in the western US states. Pro-forma for the company's
completed and expected acquisitions, LTM June 30, 2012 revenue was
$702 million.


SATCON TECHNOLOGY: Gets Court OK to Honor Warranty Programs
-----------------------------------------------------------
Satcon Technology Corporation obtained approval from the U.S.
Bankruptcy Court for the District of Delaware to honor product
warranty programs for existing Satcon Products.

Satcon will also be able to extend warranties to customers on
future Satcon Products in the ordinary course of business.  These
key programs enable Satcon to continue to provide the critical
post sale service and support as part of their ongoing day to day
operations and future sales development efforts during their
pending chapter 11 cases.

Highlights of the Programs include:

-- The Satcon Extended Warranty Plan is an extension of the Satcon
5-year unlimited hour usage warranty for a period of up to 20
years.

-- The Satcon Extended Warranty can be purchased in one or five-
year blocks at any time at an additional cost within the Warranty
period prior to the expiration of the current Warranty term.

Terms and conditions will be the same as those applying to the
Standard Inverter Warranty.

-- Preventative Maintenance Plans are offered as an extension of
the Extended Warranty for a period of up to 20 years (in five-year
increments) to ensure worry free usage, optimal performance and a
lower total cost of ownership.

In addition to ongoing warranty support, Satcon will be offering
additional assurances to our customers by establishing an
Intellectual Property (IP) Escrow account with a nationally
recognized intellectual property escrow service.  The Escrow
account will house the core technical drawings, source code and
supplier information in order to ensure that Satcon customers have
the continued ability to support and service their Satcon
equipment in the event that the company or its successors are not
able to provide these services in the future.

Satcon will be implementing these measures immediately.  Please
direct all inquiries about Satcon's Service and Warranty Programs
to 1-866-568-0244 or by email at Support@Satcon.com

                      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: Sec. 341 Meeting of Creditors Set for Nov. 15
----------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, will hold a
meeting of creditors under 11 U.S.C. Sec. 341(a) in the bankruptcy
cases of SatCon Technology Corporation, et al., on Nov. 15, 2012,
at 10:00 a.m. at J. Caleb Boggs Federal Building, 844 King Street,
in Wilmington, Delaware, 2nd Floor, Room 2112.

                      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.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


SEARS HOLDINGS: Board Provides Final OK of Sears Canada Spin-Off
----------------------------------------------------------------
Sears Holdings Corporation's board of directors approved the
previously announced spin-off of a portion of its interest in
Sears Canada Inc.

Sears Holdings, which currently owns approximately 95.5% of the
issued and outstanding common shares of Sears Canada, will
distribute approximately 44.5% of the total issued and outstanding
common shares of Sears Canada on a pro rata basis to holders of
Sears Holdings common stock such that Sears Holdings will retain
an ownership interest of approximately 51% in Sears Canada.  The
distribution will be made on Nov. 13, 2012, to Sears Holdings'
stockholders of record as of the close of business on Nov. 1,
2012, the record date for the partial spin-off.  Every share of
Sears Holdings common stock held as of the close of business on
the record date will entitle the holder to a distribution of
0.4283 Sears Canada common shares.  Fractional Sears Canada common
shares will not be distributed.  Instead, the distribution agent
will aggregate fractional shares into whole shares, sell those
whole shares in the open market at prevailing market prices and
distribute the aggregate net cash from proceeds from the sales pro
rata to holders who otherwise would have been entitled to receive
fractional shares in the distribution.  Holders of Sears Holdings
restricted stock that is unvested as of the record date will
receive cash awards subject to vesting requirements in lieu of
Sears Canada common shares.  The distribution will be taxable to
Sears Holdings' stockholders for Canadian and U.S. federal income
tax purposes.

Following the distribution, Sears Holdings will continue to be
listed on the NASDAQ Global Select Market under the symbol "SHLD,"
and Sears Canada will continue to be listed on the Toronto Stock
Exchange under the symbol "SCC".  The Company expects that until
two trading days prior to the record date, Sears Holdings common
stock will trade on NASDAQ with an entitlement to Sears Canada
common shares on the distribution date.  Subsequent to that date,
the Company expects that shares of Sears Holdings common stock
will trade on NASDAQ "ex-distribution," without an entitlement to
Sears Canada common shares.  The Company further expects that from
a date determined by the TSX through the distribution date,
entitlements to the common shares being distributed in the partial
spin-off will trade on a "when-issued" market on the TSX.

Holders of Sears Holdings common stock as of the record date will
not be required to make any payment, surrender or exchange any
shares of Sears Holdings common stock or take any other action to
participate in the partial spin-off.  Information regarding the
procedures by which the distribution will be effected and other
details of the transaction is contained in a registration
statement filed by Sears Canada and is available on the Securities
and Exchange Commission's Web site at www.sec.gov.  An information
statement containing a copy of the registration statement will be
made publicly available online at www.searsholdings.com/invest.
Holders of Sears Holdings common stock as of the record date will
receive instructions on how to access the information statement
online or obtain a printed copy at no charge.

The partial spin-off is subject to the satisfaction or waiver of a
number of conditions described in Sears Canada's registration
statement.  If the conditions are met in accordance with the
timing currently contemplated, the distribution will occur on
Nov. 13, 2012, and direct registration account statements
reflecting the Sears Canada common shares will be distributed to
the eligible Sears Holdings' stockholders on or about Nov. 15,
2012.

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- is the nation's
fourth largest broadline retailer with more than 4,000 full-line
and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at July 28, 2012, showed $21.18
billion in total assets, $16.68 billion in total liabilities and
$4.49 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.


SHEARER'S FOODS: Upsized Deal No Impact on Moody's 'B2' CFR
-----------------------------------------------------------
Moody's Investors Service said that the upsizing of Shearer's new
secured notes is a credit negative but has no affect on B2 CFR, B3
note rating or stable outlook.

Shearer's Foods on Oct. 24 disclosed that it is planning to upsize
its senior secured notes by $25 million to $235 million and use
the proceeds to buy-out approximately $22 million of operating
leases and add cash to the balance sheet. Upsizing the deal to
buy-out operating leases is a modest credit negative because it
increases the amount of funded debt on the balance sheet. However,
it will not materially increase leverage (calculated using Moody's
accounting adjustments) because the higher funded debt will be
largely offset by the reduction in the amount of the operating
leases that Moody's considers a debt-like obligation. Therefore,
the company's B2 corporate family rating, B3 senior secured rating
and stable outlook remain unaffected. The ratings are subject to
completion of the sale and recapitalization.

Shearer's B2 corporate family rating recognizes the company's
improved liquidity under the proposed covenant lite structure.
Moody's expects debt to EBITDA (including Moody's accounting
adjustments) to be in the high 5 times range at closing of the
sale, just slightly higher now than under the debt structure
announced last week. Moody's expects deleveraging to occur slowly,
depending entirely on earnings growth, since there is no debt
amortization. The ratings will continue to reflect the company's
relatively small scale, narrow focus on the salty snack sector,
high leverage and modest profitability margins as a result of the
recently completed expansion projects that have yet to generate
improved cash flows. The company's plans for ramped up capital
spending in 2013 are necessary to fund growth, but will also keep
leverage high and delay recognition of any free cash flow.

A ratings upgrade is unlikely in the next 12-18 months. However,
an upgrade could be considered if Shearer's gains greater scale as
well as product and geographic diversity. In addition, an upgrade
would require that Shearer's generates sustained positive free
cash flows, improves profitability, and de-levers such that
debt/EBITDA were approaching 4 times. All ratios are calculated
using Moody's accounting adjustments.

The ratings could be downgraded if Shearer's is unable to improve
and sustain its operating performance on the back of the recent
expansion. Quantitatively, deterioration in cash flow and
profitability such that debt/EBITDA (calculated using Moody's
accounting adjustments) increases above 6 times would cause
ratings to be lowered. Aggressive shareholder returns and debt-
financed acquisitions would also lead to a downgrade.

The principal methodology used in rating Shearer's Foods, Inc. was
the Global Packaged Goods Industry Methodology published in July
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Massillon, Ohio, Chip Holdings, Inc. through its
operating subsidiary Shearer's Foods, Inc. produces, markets and
distributes high quality, co-pack, private label and branded snack
food products such as kettle chips, tortilla chips, potato chips,
rice crisps, pretzels, ready-to-eat popcorn and extruded cheese
snacks. The company's generated net sales of approximately $477
million for the last twelve months ending June 2012.


SINO-FOREST: Files Amended Plan of Compromise
---------------------------------------------
Sino-Forest Corporation disclosed that, in connection with its
previously disclosed creditor protection proceedings under the
Companies' Creditors Arrangement Act, it has filed with the
Ontario Superior Court of Justice an Amended Plan of Compromise
and Reorganization concerning Sino-Forest.  Sino Forest intends to
hold a meeting of creditors in respect of the Amended Plan on Nov.
29, 2012. Further information concerning the Meeting and the
Amended Plan will be made available in meeting materials, which
include a meeting information statement concerning the Amended
Plan that will be mailed to creditors this week.  A supplement to
the Information Statement containing certain additional
information will be mailed to creditors in advance of the Meeting.

The Amended Plan is the result of extensive arm's length
negotiations between counsel to SFC, counsel to the Board, and the
advisors to an ad hoc group of the Company's noteholders.  The
Monitor and its counsel have also been involved throughout the
course of negotiations.

After careful consideration of all relevant factors relating to
the restructuring and the Amended Plan, and after receiving the
advice of its advisors, the Company's management and advisors and
having regard to the views of the Monitor, the Board of Directors
has determined, in its business judgment, that the transactions
contemplated by the Amended Plan are in the best interests of the
Company and recommends that affected creditors approve the Amended
Plan.

Consistent with the agreement with an ad hoc committee of its
noteholders disclosed by Sino-Forest on March 30, 2012, the
Amended Plan provides for a restructuring transaction under which
Sino-Forest would transfer substantially all of its assets, other
than certain excluded assets, to a newly formed entity to be owned
by the "Affected Creditors" of Sino-Forest. The class of Affected
Creditors includes Sino-Forest's current noteholders and certain
other creditors of Sino-Forest, and excludes unaffected claims,
equity claims, related indemnity claims, subsidiary intercompany
claims, and certain other claims.  The assets transferred to Newco
pursuant to the Restructuring Transaction would include all of the
shares of the Company's directly owned subsidiaries which own,
directly or indirectly, all of the business operations of the
Company including Greenheart Group Limited.  The assets
transferred to Newco would not include, among other things,
certain litigation claims of the Company against third parties
which would be transferred to a litigation trust (the "Litigation
Trust") to be established to pursue such claims on behalf of the
Affected Creditors and certain other stakeholders, and cash in an
amount to be agreed to fund the Litigation Trust.

Generally, the Amended Plan provides for the treatment of claims
as described in Schedule "A" to this press release.  Further
information regarding the treatment of claims and the other terms
of the Amended Plan will be available in the Information Statement
and in the Amended Plan itself.  Certain of the terms of the
Amended Plan are materially different from the terms of the
Restructuring Transaction announced by the Company on March 30,
2012 and the draft plan of compromise and reorganization filed by
the Company with the Court in August, 2012.  The Support Agreement
has also been amended to, among other things, extend the outside
date for implementation of the Plan to Jan. 15, 2013.

In order to be effective, the Amended Plan must be approved by a
majority in number of Affected Creditors with proven claims, and
two-thirds in value of the proven claims held by the Affected
Creditors, in each case who vote (in person or by proxy) on the
Amended Plan at the meeting of Affected Creditors.  The Amended
Plan is also subject to the approval of the Court and to numerous
conditions precedent which must be satisfactory to the Company and
the Initial Consenting Noteholders, as well as receipt of any
necessary regulatory approvals in People's Republic of China and
Canada.  If requisite approvals are received within the time
frames anticipated, Sino-Forest intends to complete the
Restructuring Transaction not later than Jan. 15, 2013.

This press release summarizes only certain terms of the Amended
Plan and does not, and is not intended to, contain a description
of all of the material terms of the Amended Plan.  A full copy of
the Amended Plan and the Information Statement for the Meeting
will be available on the Monitor's website at
http://cfcanada.fticonsulting.com/sfc, the Company's website at
www.sinoforest.com , and filed on SEDAR at www.sedar.com .

On Oct. 10, 2012, the Ontario Court of Appeal granted leave to
certain parties involved in the CCAA proceedings to appeal the
Court's decision on an "equity claims" motion.  The appeal is
scheduled to be heard on Nov. 13, 2012.  The Court of Appeal has
directed that the Meeting not be held pending decision on appeal.

While it is expected that the Court of Appeal will issue its
decision prior to the Meeting, there can be no assurance that will
in fact occur.  Accordingly, the Meeting may be postponed. In
addition, there may be amendments to the Amended Plan resulting
from the Court of Appeal's decision.

Sino-Forest continues to be subject to a cease trade order of the
Ontario Securities Commission which prohibits trading in Sino-
Forest's securities.

                      About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

During the CCAA process, Sino-Forest expects its normal day-to-
day operations to continue without interruption. The Company has
not planned any layoffs and all trade payables are expected to
remain unaffected by the CCAA proceedings.


SMART & FINAL: S&P Affirms 'B' Corp. Credit Rating; Outlook Neg
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Commerce, Calif.-based-Smart & Final Holdings
Corp. "We also removed all ratings from CreditWatch with negative
implications, where they were placed on Oct. 15, 2012. The outlook
is negative," S&P said.

"In addition, we assigned a 'BB-' issue level rating and '1'
recovery rating to the company's proposed $150 senior secured ABL
revolving credit facility, two notches above the corporate credit
rating. The '1' recovery rating indicates our expectation of very
high (90% to 100%) recovery of principal in the event of default.
We assigned a 'B' issue-level rating (the same as the corporate
credit rating) and '3' recovery rating to the company's proposed
$510 senior secured first-lien term loan. The '3' recovery rating
indicates our expectation of meaningful (50% to 70%) recovery of
principal in the event of default. We assigned a 'CCC+' issue-
level rating (two notches below the corporate credit rating) and
'6' recovery rating to the proposed $210 million second-lien term
loan. The '6' recovery rating indicates our expectation of
negligible (0% to 10%) recovery of principal in the event of
default," S&P said.

"This action comes as the Smart & Final is procuring financing to
fund its purchase by Ares Management," said Standard & Poor's
credit analyst Charles Pinson-Rose. "The transaction will add
significant financial leverage."

"We now expect operating lease-adjusted debt to EBITDA to be in
the low-7x area at the end of 2012, while we previously expected
it to be about 5x. Nonetheless, we expect substantial improvement
over the next two years, and expect leverage to be in the low- to
mid-6x area by the end of 2013," S&P said.

"Although the transaction has not closed, we do not expect to
change the corporate credit rating in the event the transaction
does not happen. However, we may consider an outlook revision
after reviewing the company's financial policies and future
potential financing plans," S&P said.

"The outlook is negative. Even though we anticipate meaningful
profit growth and credit ratio enhancement over the next two
years, we may consider a lower rating if leverage reduction is
slower than we expect in 2013. If, for example, we believed
leverage would be above 6.5x at the end of 2013, we would consider
a lower rating. This could occur if the company meets our
expectation in 2012, but same-store sales and EBITDA growth slow
to the low- to mid-single-digit area during 2013 and no free cash
flow is allocated toward debt reduction," S&P said.

"If the company meets or exceeds our expectations in 2013 and we
are comfortable that the company can maintain moderate profit
growth and credit ratio improvement, we would likely revise our
outlook to stable, though we would not expect to do so until we
have second-quarter results from 2013," S&P said.


SNO MOUNTAIN: Bankruptcy Judge Ousts Ski Resort Leader
------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that creditors and
partners overthrew the leader of Sno Mountain ski resort in
Scranton, Pa., after arguing to a bankruptcy judge that a campaign
of mismanagement and misspending left the attraction without money
as it prepares to open for the winter season.

As reported in the Oct. 23 edition of the TCR, creditors that have
petitioned to place Sno Mountainin Chapter 11 bankruptcy have
submitted a motion for appointment of a "gap trustee" and to
replace Denis Carlson as general partner of the alleged debtor.

The petitioning creditors include Wynnewood Capital Partners,
L.L.C., t/a WCP Snow Mountain Partners, L.P., Edward Reitmeyer,
Charles Hertzog, Kathleen Hertzog, and Richard Ford.  According to
papers filed by the Petitioning Creditors, pursuant to a Limited
Partnership Agreement, Wynnewood is the general partner of the
Alleged Debtor, while WCP, Mr. Reitmeyer, Charles Hertzog and
Kathleen Hertzog are each limited partners.  The Limited Partners
said they each have substantial financial stakes in the Alleged
Debtor.  Messrs. Reitmeyer, Ford and Hertzog, among others, have
executed certain personal guarantees for certain debts of the
Alleged Debtor.

Mr. Carlson is the President of Wynnewood and maintains exclusive
control over Wynnewood.

According to the Petitioning Creditors, Wynnewood as the General
Partner, by and through its principal, Mr. Carlson, committed
fraud, gross neglect and inattention, breach of trust and
fiduciary duty, willful and fraudulent mismanagement and
malfeasance in the control of the affairs, interests and
transactions of the Alleged Debtor.  They said the General
Partner, through Mr. Carlson, used Partnership property and funds
as their own.

                        About SNO Mountain

Various parties -- predominated by various limited partners of Sno
Mountan LP, including Richard Ford, Charles Hertzog, Edward
Reitmeyer, who are each guarantors of certain obligations owing by
Sno Mountain -- filed an involuntary Chapter 11 petition against
Sno Mountain (Bankr. E.D. Pa. Case No. 12-19726) On Oct. 15, 2012.
The other petitioning parties include Wynnewood Capital Partners,
L.L.C., t/a WCP Snow Mountain Partners, L.P., and Kathleen
Hertzog.

The Alleged Debtor is the owner and operator of a popular ski
mountain resort and water park known as "Sno Mountain," located at
1000 Montage Mountain Road in Scranton, Pennsylvania.  The
Debtor's bankruptcy case is a "single asset real estate" case
within the meaning of 11 U.S.C. Sec. 101(51)(B).

Judge Jean K. FitzSimon oversees the case.  Brian Joseph Smith,
Esq., at Brian J. Smith & Associates PC, represents the
petitioning creditors.


SOUTHERN MODULAR: Involuntary Chapter 11 Case Summary
-----------------------------------------------------
Alleged Debtor: Southern Modular Industries of Texas, LP
                2228 Ship's Mechanic Row
                Suite 100
                Galveston, TX 77550

Bankruptcy Case No.: 12-37798

Involuntary Chapter 11 Petition Date: October 22, 2012

Court: U.S. Bankruptcy Court Southern District of Texas (Houston)

Debtor's Counsel: Pro Se

Petitioners' Counsel: Lisa Marie Norman, Esq.
                      Attorney at Law
                      3900 Essex Lane, Suite 800
                      Houston, TX 77027
                      Tel: (713) 850-4200
                      Fax: (713) 850-4211
                      E-mail: lnorman@andrewsmyers.com

Creditors who signed the Chapter 11 petition:

  Petitioners                    Nature of Claim    Claim Amount
  -----------                    ---------------    ------------
Crawford Electric Supply         judgment           $51,711
Co., Inc.
7390 Northcourt Road
Houston, TX 77040

American Builders &              judgment           $121,706
Contractors Supply Co., Inc.
dba ABC Supply Co., Inc.
106 Decker Ct.
Suite 100
Irving, TX 75062

Southwest Texas                  judgment           $66,676
Distribution, Inc.
11160-A Westpark Drive
Houston, TX 77042


STAFFORD RHODES: Hires Deloitte Financial as Expert Witness
-----------------------------------------------------------
Stafford Rhodes LLC, Beaufort Crossing LLC, Stafford Vista LLC,
and Stafford Wesley LLC, ask the U.S. Bankruptcy Court for
permission to employ Deloitte Financial Advisory as expert
witness, nunc pro tunc to Oct. 8, 2012.

The Debtors previously retained Colliers International & Advisory
Services, Inc., as their real estate appraisers.  Colliers
prepared certain real estate appraisals and provided expert
testimony.  In September, the Court held hearings on previously
litigated motions but determined that the Colliers appraisals were
unreliable.

The Debtors have determined that in addition to hiring a new real
estate appraiser, the Debtors also need the assistance of an
expert witness to assist the Debtors with various issues related
to the plan confirmation process in addition to valuation issues.

Deloitte Financial will, among other things:

   1. gain an overall understanding of the Debtor's assets,
      business plan, and proposed plan of reorganization;

   2. undertake an analysis of the Debtor's post-confirmation
      financial problems; and

   3. gain understanding of the current debt markets,
      underwriting parameters and loan terms for commercial real
      estate properties.

Deloitte's Kevin Barrentine attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The firm's hourly rates are:

         Professional                        Rates
         ------------                        -----
      Partners/Principals/Directors       $525 to $695
      Senior Managers                     $450 to $525
      Managers                            $395 to $450
      Senior Associates/Associates        $250 to $395
      Paraprofessionals                   $150 to $250

                     About Stafford Rhodes

Stafford Rhodes, LLC, owns 27.41 acres of land located in
Bluffton, Beaufort County, South Carolina.  The land is improved
by a 95,233 square foot retail shopping center that has 16
tenants, including Best Buy Stores, Petco, and Dollar Tree.
Affiliate Beaufort Crossing, LLC, owns 10 acres of land, improved
by an unanchored 19,600 square foot shopping center, the Crossings
of Beaufort, in Beaufort County.  Stafford Vista, LLC, owns 5.69
acres of land located in Decatur, DeKalb County, Georgia, which is
improved by a 45,450 square foot shopping center identified as the
Vista Grove Plaza.  Stafford Wesley, LLC, has 2.34 acres of land
in Decatur, improved by a 30,683 square foot shopping center
identified as the Wesley Chappel Retail Shopping Center.

Stafford Rhodes and its three affiliates sought Chapter 11
protection (Bankr. M.D. Ga. Lead Case No. 12-70859) on June 29,
2012.  Judge John T. Laney, III, presides over the Debtors' cases.
Attorneys at Arnall Golden Gregory LLP, in Atlanta, represent the
Debtors as counsel.  In its petition, Stafford Rhodes listed
assets and debts of between $10 million and $50 million.  The
petitions were signed by Frank J. Jones, Jr., VP, Treasurer and
CFO of Debtor's sole member.


STAFFORD RHODES: Hires McColgan as Real Estate Appraisers
---------------------------------------------------------
Stafford Rhodes LLC, Beaufort Crossing LLC, Stafford Vista LLC,
and Stafford Wesley LLC ask the U.S. Bankruptcy Court for
permission to employ McColgan and Company, LLC, as real estate
appraisers, nunc pro tunc to Oct. 17, 2012.

The Debtors previously retained Colliers International & Advisory
Services, Inc., as their real estate appraisers.  Colliers
prepared certain real estate appraisals and provided expert
testimony.  In September, the Court held hearings on previously
litigated motions but determined that the Colliers appraisals were
unreliable.

The Debtors intend to file a plan or plans of reorganization in
the next several weeks and the Debtors seek to employ McColgan to
prepare real estate appraisals to assist them with the formulation
and prosecution of certain elements of their plan or plans of
reorganization and to assist the Debtors with upcoming disclosure
statement and confirmation proceedings related thereto.

McColgan has agreed to charge the Debtors a flat fee of $19,000
for conducting and preparing appraisals.  Michael L. Hunter, MAI,
is the principal professional designated to represent the Debtors
and his standard hourly rate is $300.

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

                     About Stafford Rhodes

Stafford Rhodes, LLC, owns 27.41 acres of land located in
Bluffton, Beaufort County, South Carolina.  The land is improved
by a 95,233 square foot retail shopping center that has 16
tenants, including Best Buy Stores, Petco, and Dollar Tree.
Affiliate Beaufort Crossing, LLC, owns 10 acres of land, improved
by an unanchored 19,600 square foot shopping center, the Crossings
of Beaufort, in Beaufort County.  Stafford Vista, LLC, owns 5.69
acres of land located in Decatur, DeKalb County, Georgia, which is
improved by a 45,450 square foot shopping center identified as the
Vista Grove Plaza.  Stafford Wesley, LLC, has 2.34 acres of land
in Decatur, improved by a 30,683 square foot shopping center
identified as the Wesley Chappel Retail Shopping Center.

Stafford Rhodes and its three affiliates sought Chapter 11
protection (Bankr. M.D. Ga. Lead Case No. 12-70859) on June 29,
2012.  Judge John T. Laney, III, presides over the Debtors' cases.
Attorneys at Arnall Golden Gregory LLP, in Atlanta, represent the
Debtors as counsel.  In its petition, Stafford Rhodes listed
assets and debts of between $10 million and $50 million.  The
petitions were signed by Frank J. Jones, Jr., VP, Treasurer and
CFO of Debtor's sole member.


STAFFORD RHODES: Lender Wants Plan Exclusivity Terminated
---------------------------------------------------------
LSREF2 Baron, LLC (as to Vista), LSREF2 Baron 2, LLC and Wells
Fargo Bank, N.A., by and through its attorney-in-fact, Hudson
Americas LLC, a secured creditor in the Chapter 11 cases of
Stafford Rhodes, LLC, and its affiliates, ask the U.S. Bankruptcy
Court to terminate the Debtors' exclusive periods to propose a
Chapter 11 plan.

Hudson says the Debtors have on multiple occasions indisputably
failed to satisfy their loan obligations upon maturity.  Thus, it
comes as no surprise that Hudson will oppose any Chapter 11 plan
filed by the Debtors that does not propose to satisfy the Debtors'
debts owed to Hudson in cash on the plan effective date.  The
Debtors have indicated they will not pay Lender in cash on the
plan effective date but rather they will propose a plan that
issues new notes to Lender.

According to Hudson, because the Debtors' proposed Chapter 11
plans will involve a lengthy, complicated and expensive contested
confirmation process involving discovery, valuation issues and
multiple expert witnesses on multiple issues with an uncertain
result, Hudson proposes that exclusivity should be terminated to
allow Hudson to file a chapter 11 plan that would be heard in
parallel with any plans filed by the Debtors.  Hudson said its
plan would be an auction style plan that would involve marketing
and selling the properties to the highest and best offer.  This
way, if the Debtors' valuations (as advanced by the Debtors at the
previous dismissal/stay relief hearings) are correct, there will
be sufficient proceeds to satisfy all claims in full in cash on
the plan effective date including making a dividend to equity.

At a minimum, Hudson said its plan would be easily confirmable
regardless of the auction results as Hudson's plan would satisfy
all other claims in full in cash on the plan effective date, and
Hudson will vote in favor of Hudson's plan regarding the treatment
of Hudson's claims.  The Debtors' proposed plans, on the other
hand, will involve various legal issues regarding, among other
things, the artificial impairment of various classes of claims to
cramdown Hudson's claims, a second valuation hearing, interest
rate issues and feasibility.

Hudson notes that it is not interested in owning the Debtors'
properties.  In fact, Hudson will agree to not even credit bid for
the properties under Hudson plan so long as the auction price
represents fair market value for the properties.

                     About Stafford Rhodes

Stafford Rhodes, LLC, owns 27.41 acres of land located in
Bluffton, Beaufort County, South Carolina.  The land is improved
by a 95,233 square foot retail shopping center that has 16
tenants, including Best Buy Stores, Petco, and Dollar Tree.
Affiliate Beaufort Crossing, LLC, owns 10 acres of land, improved
by an unanchored 19,600 square foot shopping center, the Crossings
of Beaufort, in Beaufort County.  Stafford Vista, LLC, owns 5.69
acres of land located in Decatur, DeKalb County, Georgia, which is
improved by a 45,450 square foot shopping center identified as the
Vista Grove Plaza.  Stafford Wesley, LLC, has 2.34 acres of land
in Decatur, improved by a 30,683 square foot shopping center
identified as the Wesley Chappel Retail Shopping Center.

Stafford Rhodes and its three affiliates sought Chapter 11
protection (Bankr. M.D. Ga. Lead Case No. 12-70859) on June 29,
2012.  Judge John T. Laney, III, presides over the Debtors' cases.
Attorneys at Arnall Golden Gregory LLP, in Atlanta, represent the
Debtors as counsel.  In its petition, Stafford Rhodes listed
assets and debts of between $10 million and $50 million.  The
petitions were signed by Frank J. Jones, Jr., VP, Treasurer and
CFO of Debtor's sole member.


STREAM GLOBAL: Moody's Affirms 'B1' CFR/PDR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service affirmed Stream Global Services, Inc. B1
corporate family rating and changed the probability of default
rating to B2 from B1. Moody's also assigned a Ba3 rating to
Stream's proposed senior secured credit agreement, consisting of a
$65 million revolving credit facility due 2017, $290 million term
loan B due 2019, and a $45 million delayed draw term loan due
2019. Moody's also affirmed the company's SGL-2 speculative grade
liquidity rating. The ratings outlook remains stable.

Proceeds from the proposed bank debt will be used to refinance
existing debt. The ratings affirmation reflects Moody's view that
the proposed transaction does not materially change the company's
credit profile. The financing improves financial flexibility by
extending debt maturities.

The change of the probability of default rating to B2 from B1
reflects the fact that the proposed capital structure consists of
all first lien debt (as per Moody's Loss Given Default
Methodology).

Ratings assigned:

Proposed $65 million senior secured revolving credit facility due
2017 at Ba3 (LGD2, 26%)

Proposed $290 million senior secured term loan B due 2019 at Ba3
(LGD2, 26%)

Proposed $45 million delayed draw senior secured term loan due
2019 at Ba3 (LGD2, 26%)

Ratings affirmed :

Corporate family rating at B1

Speculative Grade Liquidity Rating at SGL-2

Rating changed:

Probability of default rating to B2 from B1

Rating to be withdrawn at transaction closing:

$200 million senior secured notes due 2014 at B1 (LGD4, 54%)

Ratings Rationale

Stream's B1 corporate family rating reflects Moody's expectation
that debt to EBITDA (Moody's adjusted) will approach 3.5 times and
EBITDA less capex to interest will be close to 2.0 times over the
next 12 to 18 months based on EBITDA growth and some debt
reduction. The rating also considers Stream's demonstrated ability
to expand its EBITDA margins, expectations for further margin
improvement; its business position as a leading player among a
handful of top providers in the outsourced segment of the highly
fragmented customer relationship management ("CRM") market, and
long-standing relationships with blue-chip clients like Dell (A2
stable), Hewlett-Packard (A3 RUR) and Microsoft (Aaa stable). The
rating, however, is constrained by the company's relatively small-
scale within the fragmented business process outsourcing ("BPO")
industry, expectations for only modest free cash flow generation
and material customer concentration. The rating also captures the
potential for debt funded bolt-on acquisitions as the company
seeks to expand into new geographies and industry verticals.

The SGL-2 speculative grade liquidity rating reflects Moody's
expectation that Stream will maintain a good pro forma liquidity
profile over the next twelve months, reflecting expectations for
modest positive free cash flow, available capacity under the
revolving credit facility, and flexibility under financial
covenants. Weighing down on these positive factors are working
capital swings that will likely translate into some revolving
credit facility usage.

The stable outlook reflects Moody's expectation that Stream will
continue to improve its operating performance, maintain its
existing customer base, and win new business by leveraging its
increased scale and geographic reach.

Moody's could upgrade Stream's ratings if it reduces debt to
EBITDA on a sustained basis below 3.0 times, EBITDA less capex to
interest approaches 2.5 times, and free cash flow as a percentage
of debt increases above 8%. An upgrade would also require that
Stream reduce its customer concentration and continue to expand
its topline and operating margin through client expansion and
operating efficiencies.

Moody's could downgrade Stream's ratings if debt to EBITDA
increases above 4.5 times and/or if EBITDA less capex to interest
expense falls below 1.5 times on a sustained basis. The ratings
could also be downgraded if Stream were to incur customer losses
that lead to sustained margin compression and/or a decline in
operating earnings and cash flow. A material debt-financed
acquisition could also pressure the ratings.

The principal methodology used in rating Stream Global Services,
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.

Stream Global Services, Inc., headquartered in Eagan, Minnesota,
is a global provider of CRM and other BPO services to companies in
the technology, telecommunications, software, networking and media
industries. The company reported revenues of approximately $844
million for the twelve months ended September 30, 2012.


STREAM GLOBAL: S&P Rates New $290MM Term Loan 'B+'
--------------------------------------------------
Standard & Poor's Rating Services affirmed our 'B+' corporate
credit rating on the company. The outlook is stable.

"We also assigned a 'B+' rating to Stream's proposed $290 million
term loan B credit facility due 2019. The recovery rating is '4',
reflecting our expectation for average (30% to 50%) recovery of
principal and six months' prepetition interest for first-lien
lenders in the event of default," S&P said.

"Pro forma for the transaction, leverage will increase to 4.8x
from 4.0x on June 30, 2012. The proposed credit facilities will
rank pari passu as first-lien debt. The company intends to use the
proceeds from the term loan to refinance all of its outstanding
11.25% notes due 2014 (about $200 million outstanding), the ABL
facility ($31 million), and a holding company (holdco) pay-in-kind
(PIK) sponsor note due 2013 ($17 million). The new term loan is
covenant-lite" S&P said.

"The 'B+' rating reflects Stream's technology sector client
concentration, as well as its modest market share within the
fragmented and moderately capital-intensive customer care/call
center outsourcing services sector," said Standard & Poor's credit
analyst John Moore.

These factors are offset by the company's growing presence in low-
cost geographical areas and attractive call center outsourcing
industry growth prospects.

"The stable outlook reflects our expectation that recent contract
wins will insulate the company from its exposure to weak global PC
business conditions and business presence in high-cost areas,
enabling it to maintain consistent leverage reduction prospects
over the coming 12 months. We could downgrade the rating if
competitive or industry pressures reduce profitability such that
leverage, including restructuring costs, exceeds the low-5x area
on a sustained basis. The company's corporate credit rating is
constrained at the current 'B+' rating because of its private-
equity ownership structure," S&P said.


TEAM INVESTMENTS: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Team Investments, LLC
        1735 East Grevillea Court
        Ontario, CA 91761

Bankruptcy Case No.: 12-33851

Chapter 11 Petition Date: October 22, 2012

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Scott C. Clarkson

Debtor's Counsel: Michael B. Reynolds, Esq.
                  SNELL & WILMER LLP
                  600 Anton Blvd., Suite 1400
                  Costa Mesa, CA 92626
                  Tel: (714) 427-7000
                  E-mail: mreynolds@swlaw.com

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

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

A copy of the Company's list of its seven unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/cacb12-33851.pdf

The petition was signed by Angela Ma, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
All American Hardwood, Inc.            11-14116   02/08/11


TELESAT CANADA: Moody's Rates US$200MM Sr. Unsecured Notes 'B3'
---------------------------------------------------------------
Moody's Investors Service rated Telesat Canada's (Telesat)
proposed US$200 million senior unsecured notes issue B3 and
upgraded the company's speculative grade liquidity rating to SGL-2
(good) from SGL-3 (adequate). The company's corporate family
rating (CFR) and probability of default rating (PDR) were affirmed
at B1, its senior secured bank credit facility affirmed at Ba3,
senior unsecured notes affirmed at B3, and its senior subordinated
notes affirmed at B3. Telesat's ratings outlook remains at stable.

Since proceeds from the $200 million 6% senior unsecured add-on
notes due 2017 will refinance debts of approximately the same
amount, the transaction is credit-neutral and Telesat's B3 CFR and
PDR remain unchanged. While the transaction changes the
stratification of Telesat's debts, instrument ratings are
unaffected and the new notes are rated at the same B3 level as the
existing senior unsecured reference notes.

The refinance transaction is the company's second shareholder-
friendly transaction within six months and is credit-negative for
holders of Telesat's senior subordinated notes. While the senior
subordinated notes' rating remains unchanged at B3, Telesat is
replacing junior-ranking shareholder-provided capital with senior
unsecured notes, and the senior subordinated notes become
Telesat's most junior-ranking debt, providing loss absorption
capacity for the benefit of the senior unsecured and senior
secured pools.

While the refinance transaction does not materially alter
Telesat's liquidity profile, Moody's expects the company to be
cash flow-positive over the next year now that Nimiq 6 has been
launched and only Anik G1 remains in the forward-looking capital
expenditure calendar, Telesat's liquidity rating was upgraded to
SGL-2 (good).

The following outlines the rating action and summarizes Telesat's
current ratings:

Issuer: Telesat Canada

Rating Assignments:

Senior Unsecured Regular Bond/Debenture: Assigned B3 (LGD5, 84%)

Rating and Outlook Actions:

Corporate Family Rating: Affirmed at B1

Probability of Default Rating: Affirmed at B1

Speculative Grade Liquidity Rating: Upgraded to SGL-2

Outlook: Unchanged at Stable

Senior Unsecured Regular Bond/Debenture: Affirmed at B3 with the
loss given default assessment revised to (LGD5, 84%) from (LGD5,
83%)

Senior Subordinated Bond/Debenture: Affirmed at B3 with the loss
given default assessment revised to (LGD6, 95%) from (LGD6, 93%)

RATINGS RATIONALE

Telesat's B1 ratings stem from a moderately aggressive debt load,
a solid business profile, risks of additional shareholder friendly
transactions and uncertainties stemming from mid-term refinance
activities. Financial leverage is somewhat elevated as a
consequence of a debt-financed ownership change, significant
capital expenditures, and a $700 million special dividend (LTM
June 30, 2012 Debt-to-EBITDA was 6.4x, incorporating Moody's
standard adjustments). However, the company's strong business
profile, featuring a stable contract-based revenue stream with a
seven-year equivalent revenue backlog of $5.4 billion that is
booked with well-regarded customers supports the rating. Moody's
thinks there is the potential of additional periodic cash
distributions to shareholders as they look for investment returns
in advance of a permanent ownership structure developing. In
addition, since the company's credit facilities contain springing
maturity dates in the event that junior ranking capital is not
refinanced prior to its stated maturities, the structure amplifies
the impact of mid-term refinance risks.

Rating Outlook

Given expectations of leverage declining over the next two years
back into the mid 5x range the outlook is stable.

What Could Change the Rating - Up

Presuming solid industry fundamentals, good execution and solid
liquidity, Telesat's rating could be upgraded if Moody's expected
Debt/EBITDA to be less than 5.0x with Free Cash Flow to Debt in
excess of 7.5% (in both cases, on a sustained basis and
incorporating Moody's standard adjustments). Since the existing
private equity ownership constrains the rating, a prerequisite to
an upgrade would also likely involve a stable ownership structure.

What Could Change the Rating - Down

Telesat's rating could be downgraded if Moody's expected
Debt/EBITDA to be greater than 6.0x with Free Cash Flow to Debt
less than 2.5% (in both cases, on a sustained basis and
incorporating Moody's standard adjustments). Poor industry
fundamentals, execution or deteriorating liquidity could also
cause adverse ratings actions.

Company Profile

Headquartered in Ottawa, Ontario, Canada, Telesat Canada (Telesat)
is the world's fourth largest provider of fixed satellite services
(FSS). The company's thirteen geosynchronous in-orbit satellites
are concentrated in the Americas. Telesat has interests in an
additional satellites that is expected to be launched early in
2013. It also has interests in the Canadian payload on Viasat-1
(launched in December of 2011), and manages operations of
additional satellites for third parties.

The principal methodology used in rating Telesat Canada was the
Global Communications Infrastructure 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.


TRI-VALLEY CORP: Bluestone Buys Oil & Gas Properties
----------------------------------------------------
Bluestone Resources Inc. disclosed that it has acquired a 100%
interest in two projects located in the state of Alaska, USA.  The
Shorty Creek and Richardson projects were acquired through a
Bankruptcy Court approved sale of assets held by a US based oil,
gas and mineral company.

"Bluestone is pleased to be able to establish a presence in the
mining friendly, stable jurisdiction of Alaska with the
acquisition of these two highly prospective projects," commented
Bruce Counts, President and CEO of Bluestone Resources Inc.
"Shorty Creek and Richardson each have the potential to add
significant value to the company.  The presence of gold has been
established on both projects by historical work; they are
accessible by paved highway and are located near infrastructure."

Shorty Creek

Shorty Creek has the potential to host a large intrusion related
gold deposit.  The project is composed of more than 15,500
hectares (38,400 acres) of mineral claims and is located
approximately 125km (70 miles) northwest of Fairbanks, Alaska.
Highlights of the project are as follows:


        --  The property is located within a known gold district
            and is approximately 4km from International Tower
            Hill's 16 million ounce Livengood gold deposit
        --  The property is adjacent to and accessible from the
            Elliott Highway
        --  No substantive work has been carried out since
            1989/1990 when a 20 hole RC drilling program was
            conducted.
        --  Results from historic drilling include the following:
            --  70m (225ft) grading 1.2g/T Au including 7.6m
            (25ft) of 4.6 g/T Au in hole RH8909
            --  16.8m (55ft) grading 1.0 g/T Au in hole RH9019
            --  7.6m (25ft) grading 1.7g/T Au in hole RH9017
            --  18.3m (60ft) grading 0.8g/T Au in hole RH9016
        --  The mineral claims that comprise the Shorty Creek
            Project are primarily located on state owned land.
        --  Placer gold mining has been conducted in the district
            since 1914 and production is estimated to exceed
            500,000 ounces in total

Richardson

The Richardson Project has been targeted for its potential to host
a high-grade gold deposit. The property is composed of more than
13,690 hectares (33,800 acres) of mineral claims and is located
approximately 70km (40miles) south of Fairbanks, Alaska. Project
high-lights include the following:


        --  The property is adjacent to and accessible from the
            Richardson Highway
        --  The project is located within Alaska's Tintina gold
            belt and is proximal to the Pogo, Fort Knox and True
            North mines.
        --  More than 120,000 ounces of gold were produced from
            placer mining in the project area during the early
            1900's.
        --  Several areas of the project have been targeted for
            drilling based on geological mapping, soil sampling
            and ground geophysical surveys conducted in 2011.

Transaction Details

Bluestone successfully bid USD $200,000 collectively for the
projects at the public auction in Delaware of certain assets of
Tri-Valley Corporation and Select Resources Corporation Inc. The
US Bankruptcy Court for the District of Delaware has approved the
sale of the assets to Bluestone, and closing is scheduled for
November 1 to complete the transfer.

                   About Bluestone Resources Inc.

Bluestone Resources Inc. is a Canadian exploration company focused
on the discovery and development of economic mineral deposits.

Founded in 2004, the Company has assembled a team with the
business acumen and technical expertise to identify and advance
undervalued mineral exploration projects world-wide.

                       About Tri-Valley Corp.

Bakersfield, California-based Tri-Valley Corporation (OTQCB: TVLY)
-- http://www.tri-valleycorp.com/-- explores for and produces oil
and natural gas in California and has two exploration-stage gold
properties in Alaska.  It has 21 wells in California and
exploration rights in Alaska.

Tri-Valley and three affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Lead Case No. 12-12291) on Aug. 7 with
funding from lenders that require a prompt sale of the business.

K&L Gates LLP serves as bankruptcy counsel.  Attorneys at Landis
Rath & Cobb LLP serve as Delaware and conflicts counsel.  The
Debtors have tapped Epiq Bankruptcy Solutions, LLC, as claims
agent.

The Debtor disclosed assets of $17.6 million and liabilities
totaling $14.1 million.  Former Chairman G. Thomas Gamble, who is
financing the bankruptcy case, is owed $7.2 million on several
secured notes.  There is an unsecured note for $528,000 and
$9.4 million in unsecured debt owing to suppliers.


TRIBUNE CO: Objection to AIG Casualty Claims Sustained
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued an
order disallowing 10 claims of AIG Casualty Co.  Tribune Co.
sought disallowance of the claims, saying "no amounts are due and
owing" under those claims, designated as Claim Nos. 5017 to 5026.

The claims are "entirely protective and unliquidated" claims that
should be disallowed as of the effective date of the company's
restructuring plan, according to Tribune lawyer, J. Kate
Stickles, Esq., at Cole Schotz Meisel Forman & Leonard P.A., in
Wilmington, Delaware.

                         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: Fla. Revenue Dept.'s $5.7MM Claim Disallowed
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued an
order disallowing Claim No. 7104 filed by the Florida Department
of Revenue against Tribune Co.  Tribune had said it does not have
any liability for the claim because the amounts have already been
paid.  The claim asserts $5,750,522 for corporate income tax
liabilities and related interest charges allegedly owed by the
company for tax years 2001 and 2003 through 2007.

                         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)


VIASPACE INC: Obtains $35,000 Loan from Director
------------------------------------------------
Kevin Schewe, director of Viaspace Inc., made a $35,000 loan to
the Company in conjunction with the Loan Agreement entered into
with the Company on Sept. 30, 2012.

In the Loan Agreement, Dr. Schewe agreed to provide loans of up to
$1,000,000 as required by the Company for a five-year period.  The
loans would be evidenced by a Secured Convertible Note.  The loans
accrue interest at 6% per annum and are secured by all assets of
the Registrant.

At Dr. Schewe's election, the notes are convertible into shares of
Company common stock at a price equal to 80% of the average
closing price of the Company's common stock for the 20 trading
days immediately preceeding the date of the loan.  Each note
matures on the second anniversary of the issuance date of such
note.  If Dr. Schewe chooses to convert, the $35,000 loan made on
Oct. 23, 2012, would convert into 6,140,351 shares of Company
common stock at a common stock price of $0.0057 per share.

Previously, Dr. Schewe has made cumulative loans totaling $50,000
to the Company.

Effective as of Oct. 23, 2012, in connection with the Loan
Agreement, the Company issued a secured convertible note to Dr.
Schewe in the principal amount of $35,000.

                        About VIASPACE Inc.

Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources.  Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.

Viaspace reported a net loss of $668,000 on $588,000 of total
revenues for the three months ended March 31, 2012.  The Company
reported a net loss of $9.36 million in 2011, compared with a net
loss of $2.96 million in 2010.

The Company's balance sheet at March 31, 2012, showed
$9.82 million in total assets, $7.32 million in total liabilities
and $2.50 million in total equity.

                           Going Concern

The Company has incurred significant losses from operations,
resulting in an accumulated deficit of $43,650,000.  The Company
expects those losses to continue.  In addition, the Company has
limited working capital and based on current cash flows does not
have sufficient funds to pay the May 14, 2012, installment due on
the note to Changs LLC.  These raises substantial doubt about the
Company's ability to continue as a going concern.

After auditing the financial results for the year ended Dec. 31,
2011, Hein & Associates LLP, in Irvine, Calif., expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that he Company has
incurred significant losses from operations, resulting in an
accumulated deficit of $43.05 million.  The Company expects those
losses to continue.  In addition, the Company has limited working
capital and based on current cash flows does not have sufficient
funds to pay the May 2012 instalment due on the note to Changs
LLC.


VINCENT SINGH: Hackard Defends Investors in Clawback Suits
----------------------------------------------------------
Vincent Thakur Singh filed bankruptcy in the U.S. Bankruptcy Court
in Sacramento on Aug. 19, 2010.  At the time of Singh's filing he
listed unsecured obligations to creditors in excess of
$22,000,000.  By the end of August 2012 - the two-year anniversary
of Singh's bankruptcy filing - over 130 clawback lawsuits had been
filed against Singh's investors.


The Trustee of the Singh bankruptcy, Michael F. Burkart, has
leveled these claims at Singh's victims.  Trustees in Ponzi scheme
bankruptcies often explain that the rationale for filing clawbacks
is to bring back money into the bankruptcy estate and ultimately
distribute the money to the estate's creditors.  Burkart's
lawsuits were filed by Gregory J. Hughes, the trustee's attorney.

The Singh investors were classic targets of "affinity fraud", for
the most part sharing the ethnic Indian Fijian background of the
perpetrator, Vincent Singh.  The lawsuits filed by Burkart seek to
recover at least $9,684,999.00 plus triple the amount of any
usurious interest (over 10%) paid to the investor.  The average of
all claims filed is about $72,000.00.

Over half of all 130 investor defendants (67) sued by the
bankruptcy trustee have hired attorneys Michael Hackard, Quinn
Chevalier and Nou Lee of Hackard Law to defend them.  Hackard
commented that from preliminary investigations of his clients'
circumstances, they didn't actually make any money from their
investments and many appear to have lost their life savings.

Hackard's clients said they believed Singh as their investment
advisor and thought they were buying legitimate short-term
promissory notes.  Had they known of Singh's scam, they would
never have risked having their lives upended and their money
stolen.

Hackard stated that his clients are victims of a massive
investment fraud now facing lawsuits they don't understand.  He
added: "The defense for our clients is only just beginning.  We
know that a good part of discovery will focus on the good-faith
beliefs of each investor and whether the investor was a 'net
winner' or a 'net loser.' In the end, after individual and common
evidence is gathered, legal issues are addressed, trial
preparation is done and evidence presented, there will be a number
of disputed facts that can only be resolved by a jury."

Hackard Law -- htpp://www.ponziclawbacks.com/ -- a Professional
Law Corporation, focuses on transactional and litigation matters.
Michael A. Hackard is the principal attorney of Hackard Law - a
Northern California law firm which represents families with
extensive business interests as well as clients impoverished by
the wrongdoing of others.


W.R. GRACE: Main Plaza Wins Bid to Stop CIM's Claim Transfer
------------------------------------------------------------
The Court sustained the objection of Main Plaza, LLC, to the
transfer of claim filed by CIM Urban REIT 211 Main St. (SF), LP,
as assignee of CIM REIT Acquisition, LLC, seeking to transfer
Claim No. 11009.

The Court found that the purchase agreement between Main Plaza and
CIM Urban did not specifically identify the Claim as an asset to
be transferred or assigned to CIM/CIM SF, and that the Claim is
not a warranty claim.  The Court also pointed out that the
Debtors' prior written consent to a transfer of the Claim was
required by the settlement agreement between the Debtors and Main
Plaza and the Debtors did not consent to the transfer.

                         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)


WARNER MUSIC: Seeks Noteholders Consents to Incur Additional Debt
-----------------------------------------------------------------
WMG Acquisition Corp. is seeking consents from holders of its
outstanding 11.50% Senior Notes Due 2018 issued pursuant to the
Indenture, dated as of July 20, 2011, and WMG Holdings Corp. is
seeking consents from holders of its outstanding 13.75% Senior
Notes Due 2019 issued pursuant to the Indenture, dated as of
July 20, 2011, to amend the Indenture pursuant to which those
Notes were issued to enable the incurrence of additional secured
indebtedness under those Indentures.

Wells Fargo Bank, National Association., serves as trustee for
both Indentures.

Each Company has established Oct. 19, 2012, as the record date for
its Consent Solicitation.  If the Requisite Consents in connection
with a Company's Consent Solicitation are obtained, that Company
will, as promptly as practicable after the relevant Expiration
Time, pay to the holders of the relevant Notes, who delivered
valid and unrevoked consents prior to the relevant Expiration Time
a cash payment of $10.00 per $1,000 principal amount of Notes, for
which Consents have been delivered by such holders.  Holders of
Notes for which no Consent is delivered will not receive the
Consent Fee, even though the relevant Proposed Amendments, if
approved, will bind all holders of the relevant Notes and their
transferees.

The Companies have retained Credit Suisse Securities (USA) LLC as
their exclusive solicitation agent.  Questions and requests for
assistance regarding this solicitation should be directed to
Credit Suisse Securities (USA) LLC at (212) 538-1862 or (800) 820-
1653 (toll free).  Requests for documents may be directed to D.F.
King & Co., Inc., which is acting as the information agent for the
Consent Solicitations, at (800) 848-3416 (toll free) or (212) 269-
5550 (banks and brokers).

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

The Company reported a net loss of $60 million on $1.40 billion of
revenue for the six months ended March 31, 2012.  The Company
reported a net loss of $206 million on $2.86 billion of revenue
for the combined 12 months ended Sept. 30, 2011, following a net
loss of $145 million on $2.98 billion of revenue for the fiscal
year ended Sept. 30, 2010.

The Company's balance sheet at June 30, 2012, showed $5.16 billion
in total assets, $4.20 billion in total liabilities and
$961 million in total equity.


WINDSOR FINANCING: S&P Assigns Prelim 'BB+' Rating on $246MM Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB+'
rating to Windsor Financing LLC's proposed $246 million senior
secured term loan B due October 2019. "We also assigned our
preliminary '1' recovery rating to the loan. Windsor will use
proceeds from the notes to repay its 2006 senior and subordinated
debt, among other uses. The outlook is stable," S&P said.

Windsor is a special-purpose, bankruptcy-remote operating entity
formed in 2006 to refinance debt for three stoker coal-fired
cogeneration power plants. Windsor's activities are essentially
restricted to owning and operating the three plants.

"The proposed facility will be a seven-year, $246 million term
loan, with 1% mandatory annual amortization payments, but a 100%
cash sweep (i.e., any free cash flow will go to repay debt) to a
mandatory target debt balance (that we estimate at about $185
million at maturity). The facility is secured by a first-priority
perfected lien on all property, commercial agreements, and assets
of the project. Prepayments are mandatory for net asset sale
proceeds (100%) and new debt issuance (100%). The credit agreement
will have negative covenants preventing additional debt, liens,
guarantees, mergers and acquisitions, certain asset sales,
restricted payments, transactions with affiliates, and unapproved
investments," S&P said.

"The stable outlook on the debt reflects our view that contractual
revenues will comfortably cover debt service throughout the debt
tenor and allow for only moderate refinancing risk at maturity,"
said Standard & Poor's credit analyst Nora Pickens.

"We could lower the rating if the project's DSCRs were to fall
below 2.0x for a sustained period. This could occur if new coal
supply and rail transportation contracts in 2012-2013 had prices
significantly higher than the project's compensation from energy
payments or the project experiences unanticipated operating
difficulties. Because we view the VEPCO PPA period (2011-2017) to
be the most risky period of the project, any upgrade is unlikely
before 2017," S&P said.


WYLDFIRE ENERGY: Files Full-Payment Reorganization Plan
-------------------------------------------------------
Wyldfire Energy, Inc., has a reorganization plan that contemplates
that general unsecured claims will be paid in full in one
installment being payable on or within 60 days of the respective
initial distribution date for each claim.  There are no secured
claims.  All interests in the Debtor will be subordinated and the
interest holders will receive no distribution until full payment
of all other classes has occurred.  A copy of the Disclosure
Statement dated Oct. 19, 2012, is available for free at:

     http://bankrupt.com/misc/Wyldfire_DS_101912.pdf

                       About Wyldfire Energy

Palo Pinto, Texas-based Wyldfire Energy, Inc., filed a bare-bones
Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-70239) in
Wichita Falls, Texas, on June 20, 2012.  Tamara Ford, a 100%
stockholder, signed the Chapter 11 petition.  Judge Harlin DeWayne
Hale oversees the case.  The Law Offices of Ronald L. Yandell,
Esq., serves as the Debtor's counsel.


* Moody's Says Credit Risk Modest for US Life Insurers
------------------------------------------------------
US life insurers' have moderate exposure to European financial
institutions and sovereigns, but the credit impact will be modest,
says Moody's Investors Service in a new special comment "US Life
Insurers Have Moderate Exposure to European Financial Institutions
and Sovereigns; Credit Risk Modest Relative to Capital." The
report analyzes US life insurer holdings domiciled within the 27
European Union countries.

Moody's-rated US life insurers had a total exposure of $57 billion
at year-end 2011, approximately 20% of the industry's statutory
capital, says Moody's. The industry's exposure to the more
challenged peripheral Euro area countries is limited and
declining.

Moody's notes that a large part of the European holdings comprise
higher quality financial institutions and sovereigns with more
robust economies. That will protect the industry somewhat even if
economic conditions drastically deteriorate in Europe, says the
report. Still, this exposure is concentrated among a few insurers,
with the 10 holding the largest dollar amount representing 75% of
the industry's total holdings, says Moody's.

"The credit impact from the declining macroeconomic situation in
Europe will be modest for US life insurers," said Shachar Gonen, a
Moody's Assistant Vice President -- Analyst and author of the
report. "Moody's estimates that a pre-tax loss for the Moody's-
rated US life insurance industry in a severe stress scenario is in
the range of $2.1 billion, representing less than 1% of year-end
statutory capital."


* Moody's Changes Global R&M Sector Outlook to Stable
-----------------------------------------------------
Moody's has changed its outlook for the Global Independent
Refining and Marketing (R&M) sector to stable from negative. The
outlook reflects the rating agency's view of fundamental credit
conditions for the industry in the coming 12-18 months.

"Worldwide growth in demand for refined products will slow through
2013," says Vice President Gretchen French, who wrote the new
report, "Capacity Rationalization Eases Pressure from New
Refineries and Slowing Global Growth." "We expect modest growth in
the US, but also see weakness in Europe and economic slowing in
China," French says.

Gasoline demand continues to face a long-term secular decline in
OECD countries, Moody's says, while global demand for distillate
will grow next year, in line with its forecast of 2.9%-3.9% GDP
growth worldwide.

While worldwide capacity overhang will increase next year,
continued capacity rationalization should help the sector to
rebalance over time, Moody's says. Up to 1.7 million barrels per
day in capacity additions are expected in 2013, which is well
above demand growth of 0.8 million barrels a day. Still,
successful rationalization supported companies' margins in 2012,
and rationalization will continue as additional capacity comes
online by 2015.

Feedstock flexibility is increasingly driving profitability for
refiners. While US firms such as Marathon Petroleum, CVR Energy,
HollyFrontier and Northern Tier Energy will benefit from their
access to growing North American oil production and historically
low natural gas prices, those that rely on imported crude or with
higher cost structures, such as Chilean firm Empresa Nacional del
Petroleo, will face disadvantages.

Both merger and acquisition activity and shareholder returns have
increased in line with the sector's overall improved performance.
Further variable distribution master limited partnerships (MLPs),
midstream MLPs, dividends, share buybacks and asset spin-offs are
expected next year. Companies including Tesoro and Marathon
Petroleum have either floated shares for midstream MLPs or will
soon do so.

And although EBITDA is expected to be weaker for the sector in
2013, it will still fall within the -10% to +10% range that
indicates a stable industry outlook, the new report says. Even so,
competition, cyclicality and volatility remain high.

Moody's would revise the outlook to negative if EBITDA were
projected to decline by more than 10% in the next 12-18 months,
while growth of more than 10% could lead to a positive outlook.


* Moody's Says Upgraded Healthcare Debt Exceeds Downgraded Ones
---------------------------------------------------------------
The $3.2 billion of upgraded debt of the US not-for-profit
healthcare sector in the third quarter far surpassed the dollar
amount of downgraded debt, $957.3 million, for a ratio of 3.3 to
1, says Moody's Investors Service in the report "US Not-For-Profit
Healthcare Quarterly Ratings: Driven by M&A Activity, Upgrades
Surpass Downgrades in Third Quarter 2012." The number of upgrades,
12, also surpassed the number of downgrades, 7, for a ratio of 1.7
to 1.

The predominance of upgrades reflected an increase in merger and
acquisition activity in the sector and not a fundamental change in
its underlying credit conditions, which remain negative, says
Moody's.

"Half of the third-quarter upgrades were the result of
consolidations or favorable lease agreements rather than gradual
improvement in fundamental credit quality," says Moody's Associate
Analyst Carrie Sheffield, author of the report. "The growing trend
toward hospital consolidation is positive for the financial health
of many hospitals since it generally enables greater operational
efficiencies and leverage in negotiations with payers."

For the first nine months of 2012 there have been 33 upgrades and
30 downgrades. Moody's is now expecting upgrades and downgrades
for the year to come out roughly even; earlier in the year Moody's
expected downgrades to surpass upgrades in 2012. The dollar amount
of downgraded debt will likely exceed that of upgraded debt,
however, after the rating downgrades of two large hospital systems
earlier this month.

As usual, rating affirmations far exceeded rating changes in the
third quarter. During the quarter Moody's affirmed 76 ratings,
representing 80% of all rating actions and affecting $33.5 billion
of total debt. Three of the affirmations had outlook changes in a
negative direction and 10 had outlook changes in the positive
direction.


* More US Local Governments to Fall Into Speculative Grades
-----------------------------------------------------------
As regional economies recover slowly, additional US local
governments will likely see their credit quality descend into the
speculative grades, says Moody's Investors Service in its report
"Speculative-Grade US Local Government Sector Still Small But
Continues to Grow." Moody's emphasizes that speculative-grade
issuers -- those with non-investment grade ratings of Ba1 and
below -- will continue to make up a small portion of the close to
8,000 cities, counties and school districts that it rates.

Moody's currently assigns speculative ratings to 30 issuers that
have approximately $10 billion in aggregate debt outstanding.
During the past year, Moody's downgraded 10 issuers into
speculative grade while it also upgraded four local government
issuers into investment grade.

Moody's expects more local governments to fall below investment
grade as the slow recovery pressures revenues and anti-tax
sentiment continues.

"With economic growth generally tepid, revenues have stagnated and
reserves have eroded, forcing local governments to confront their
often inflexible personnel and pension costs," says Alfred
Medioli, the Moody's Vice President and Senior Credit Officer who
authored the report. "Enterprise operations have been similarly
hurt, resulting in the crystallization of unexpected and sizeable
contingent liabilities in some situations."

Although each local government has followed its own path into
speculative-grade, Moody's identifies similar catalysts. "Several
themes prevail across the speculative-grade local government
sector including poor financial management, a history of chronic
operating deficits, and a reliance on cash-flow borrowing to plug
budget gaps," says Medioli. Often inflexible personnel and pension
costs and the crystallization of unexpected and sizeable
contingent liabilities have further stressed local governments.

The speculative-grade issuers also tend to be clustered in certain
regions, an indication that regional socio-economic problems and
weak governance have played a role in their declining credit
quality. For example, half of the local government speculative-
grade issuers are in Michigan, Rhode Island, New Jersey and
Minnesota, states that account for only 8% of the US population.

One emerging trend is that a few issuers have confronted their
credit problems by choosing to discriminate among their
outstanding obligations.

"Lack of willingness to pay is emerging as a new theme in public
finance," says Moody's Medioli. "Although it's not expected to
become a widespread practice, even among speculative-grade
issuers, there are several recent examples of this development.
Despite this new occurrence, most distressed municipalities still
make every effort to honor their debt obligations although a few
have defaulted."


* Some California School Districts Face Reviews for Downgrade
-------------------------------------------------------------
If California voters reject the two tax initiatives for school
funding on the November ballet, Propositions 30 and 38, Moody's
Investors Service would place school districts with weak liquidity
on review for possible rating downgrade soon after the election.
In the report "California School Districts Face Mounting Credit
Pressure If Tax Initiative Fails in November Election," Moody's
says school districts with weak liquidity are not well positioned
to handle the mandated trigger cuts in state funding should
Proposition 30 be defeated and Proposition 38 also not pass.

Moody's expects as many as 150 of the 327 California school
districts it rates to face some degree of fiscal pressure if both
propositions are defeated. The weakest of these are likely
candidates that Moody's would place on review for downgrade
following the election. These districts feature very low or
negative general fund reserves or net cash balances. Less
vulnerable districts would be placed on review over the ensuing
months.

Moody's says the credit quality of all California school districts
benefit from the fiscal oversight provided by county offices of
education and the fundamental strengths of the California local
government general obligation (GO) bond pledge and payment
procedures. Districts with liquidity and reserves that are not
significantly impacted by the failure of tax measures would be
modestly weaker but not face rating downgrades because of the
propositions' failure.

"When resolving the reviews for downgrade, we would consider each
district's unique credit fundamentals," said Eric Hoffmann, Senior
Vice President at Moody's. Moody's would also consider the credit
impact of mandated cuts in funding on 61 of the state's community
colleges, the University of California (Aa1 seniormost rating,
stable outlook ), and the California State University (Aa2
seniormost rating, stable outlook), all of which it rates.

Proposition 30 would preserve school districts' current funding
levels while Proposition 38 would add additional funding to K-12
school districts. Under state law, if both measures receive a
majority vote, the one with the most votes will be enacted. The
failure of Proposition 30 would trigger midyear state funding cuts
but if Proposition 38 passes instead, additional revenues would
offset those cuts.


* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix
------------------------------------------------------
Author: Ralph H. Kilmann
Publisher: Beard Books
Hardcover: 320 pages
Listprice: $34.95
Review by Henry Berry

Every few years, a new approach is offered for unleashing the full
potential of organized efforts.  These are the quick fixes to
which the title of this book refers.  The jargon of the quick fix
is familiar to any businessperson: decentralization, human
resources, restructuring, mission statement, corporate strategy,
corporate culture, and so on.  These terms are all limited in
scope or objective, and some are even irrelevant or misconceived
with regard to the overall well-being and purpose of a
corporation.

With his extensive experience as a corporate consultant, author of
numerous articles, and professor in business studies, Kilmann
recognizes that each new idea for optimum performance and results
is germane to some area of a corporation.  However, he also
recognizes that each new idea inevitably falls short in bringing
positive change -- that is, a change that is spread throughout the
corporation and is lasting.  At best, when a corporation relies on
an alluring, and sometimes little more than fashionable, idea, it
is a wasteful distraction.  At worst, it can skew a corporate
organization and its operations, thereby allowing the
corporation's true problems or weaknesses to grow until they
become ruinous.  As the author puts it, "Essentially, it is not
the single approach of culture, strategy, or restructuring that is
inherently ineffective.  Rather, each is ineffective only if it is
applied by itself -- as a "quick fix"."

Kilmann tells corporate leaders how to break the cycle of
embracing a quick fix, discarding it after it proves ineffective,
and then turning to a newer and ostensibly better quick fix that
soon proves to be equally ineffective.  For a corporation to break
this self-defeating cycle, the author offers a five-track program.
The five tracks, or elements, of this program are corporate
culture, management skills, team-building, strategy-structure, and
reward system.  These elements are interrelated. The virtue of
Kilmann's multidimensional five-track program is that it addresses
a corporation in its entirety, not simply parts of it.

Kilmann's five tracks offer structural and operational aspects of
a corporation that executives and managers will find familiar in
their day-to-day leadership and strategic thinking.  Thus, the
author does not introduce any unfamiliar or radical perspectives
or ideas, but rather advises readers on how to get all parts of a
corporation involved in productive change by integrating the five
tracks into "a carefully designed sequence of action: one by one,
each track sets the stage for the next track."  Kilmann does more,
though, than bring all significant features of a modern
corporation together in a five-track program and demonstrate the
interrelation of its elements.  His singularly pertinent and
useful contribution is providing a sequence of steps to be
implemented with respect to each track so that a corporation
progresses toward its goals in an integrated way.

Beyond the Quick Fix is a manual for implementing and evaluating
the progress of a five-track program for corporate success.  The
book should be read by any corporate leader desiring to bring
change to his or her organization.

Ralph H. Kilmann has been connected with the University of
Pittsburgh for 30 years.  For a time, he was its George H. Love
Professor of Organization and Management at its Katz Graduate
School of Business.  Additionally, he is president of a firm
specializing in quantum transformations.



                            *********

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
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re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
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