TCR_Public/121030.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, October 30, 2012, Vol. 16, No. 302

                            Headlines

1617 WESTCLIFF: Marshack Hays Approved as General Counsel
1617 WESTCLIFF: Taps James White Estate's Accountant
1617 WESTCLIFF: Taps Lee & Associates to Sell Commercial Property
A123 SYSTEM: JCI Not DIP Lender to Avert Wanxiang Dispute
ACCESS PHARMACEUTICALS: Signs $10 Million Financing Agreements

ADVANCED MICRO: Fitch Lowers Sr. Unsecured Debt Rating to 'B'
AMERICAN AIRLINES: To Meet With US Airways Today
AMERICAN AIRLINES: Marathon Seeks Appointment of Examiner
AMERICAN AIRLINES: Debtors, Committee Seek Time to File Plan
AMERICAN AIRLINES: Marathon Blocks Bid to Cut Embraer Costs

AMERICAN AIRLINES: Proposes Deal With CIT, BNY Mellon
AMERICAN AXLE: Incurs $8.2 Million Net Loss in Third Quarter
AMERICAN DEFENSE: John Jodlowski Discloses 10.1% Equity Stake
ASTORIA GENERATING: S&P Assigns 'B-' Corporate Credit Rating
AVAYA INC: Moody's Says Cash Flow to Remain Negative

AVAYA INC: S&P Rates Proposed $1.4 Billion Term Loan Due 2017 'B'
BASHAS' INC: Kubicek Claims Should Be Heard by Judge Campbell
CAESARS' CORNER: Fitch Rates Proposed $185 Million Term Loan 'B-'
CALIFORNIA: Richest Towns' Debt Facing Payment Doubt
CATALYST PAPER: To Hold Third Quarter Conference Call on Nov. 14

CENTRAL FALLS, RI: Moody's Upgrades G.O. Rating to 'B2'
CIRCLE STAR: Engages Hawkeye for Hydrocarbons Analysis
CLEAR CHANNEL: Bank Debt Trades at 16% Off in Secondary Market
COLUMBIA LABORATORIES: Gets NASDAQ Bid Price Non-Compliance Letter
DDR CORP: Moody's Affirms 'Ba1' Preferred Stock Rating

DELTA PETROLEUM: Fund Trustee Sues Investment Firm To Recover Fees
DIGITAL DOMAIN: Pomerantz Reminds Shareholders of Deadline
DIVERSINET CORP: Incurs $655,000 Net Loss in Third Quarter
DYNEGY HOLDINGS: To Issue 6MM Shares Under 2012 Incentive Plan
FIBERTOWER CORP: Says FCC Can't Appeal License Injunction

FIELD FAMILY: Creditors Have Until Nov. 19 to File Proofs of Claim
FIRST BANKS: Reports $8.6 Million Net Income in Third Quarter
FONTAINEBLEAU LAS VEGAS: Nevada High Court Rules on Subrogation
FRIENDSHIP DAIRIES: Committee Taps Mullin Hoard as Local Counsel
FRIENDSHIP DAIRIES: Wants to Hire Johnson Miller as Accountant

GATEHOUSE MEDIA: Bank Debt Trades at 66% Off in Secondary Market
GLOBAL TEL*LINK: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
GREEN ENERGY: Obtains FINRA OK for 1-for-10 Reverse Stock Split
HAWKER BEECHCRAFT: U.S. Trustee Objects to Legal Fees
HAWKER BEECHCRAFT: Bank Debt Trades at 42% Off in Secondary Market

INTERMETRO COMMUNICATIONS: Joshua Touber Holds 12.3% Equity Stake
JETSTAR PARTNERS: Madison J-Star Says Plan Outline Outdated
KEYPOINT GOVERNMENT: Moody's Assigns 'B2 CFR/PDR; Outlook Stable
KEYPOINT GOVERNMENT: S&P Gives 'B' Corp Credit Rating; Outlook Neg
LDK SOLAR: Jiangxi Heng Owns 16.6% of Ordinary Shares

LIONS GATE: S&P Affirms 'B' Corp. Credit Rating; Outlook Positive
LOEHMANN'S HOLDINGS: George Greenberg Dies at 89
LONGVIEW POWER: Bank Debt Trades at 17% Off in Secondary Market
LONGVIEW POWER: Bank Debt Trades at 14% Off in Secondary Market
MATTAMY GROUP: Moodys Assigns 'Ba3' CFR/PDR; Outlook Stable

MCCLATCHY CO: Reports $5.1 Million Net Income in Third Quarter
MOSS FAMILY: Has Access to Cash Collateral Until Dec. 31
NEXTAG INC: S&P Puts 'BB-' CCR on Watch on Google Product Changes
NORTEL NETWORKS: Can't Cut Off Benefits, Disabled U.S. Workers Say
NOVA BANK: Closed; FDIC Approves Payout of Insured Deposits

ORAGENICS INC: Six Directors Elected to Board
OSAGE EXPLORATION: Results From Drilling Will Come Slowly
OVERSEAS SHIPHOLDING: Noteholders Form Group to Discuss Interest
OVERSEAS SHIPHOLDING: Levi, Gainey File Class Suits
P2 ACQUISITION: S&P Assigns Prelim. 'B' Corp. Credit Rating

PATRIOT COAL: Citigroup Global Agree to Challenge Period Extension
PATRIOT COAL: Retired Coal Miners Sue Peabody, Arch Over Spinoff
PITTSBURGH CORNING: Reports $521-Mil. Net Income in 3rd Quarter
PITTSBUGH CORNING: Files Form 10-Q, Posts $521MM Net Income in Q3
PSS WORLD: S&P Puts 'BB-' Senior Secured Debt Rating on Watch

QHR TECHNOLOGIES: Completes Plan of Arrangement
QUANTUM CORP: Plans to Offer $60 Million of Sr. Convertible Notes
QUANTUM CORP: Incurs $12.3 Million Net Loss in Fiscal Q2
RESIDENTIAL CAPITAL: Berkshire Wins Auction for Loan Portfolio
RESIDENTIAL CAPITAL: Debtor, Noteholders Want to Keep Right to Sue

RESIDENTIAL CAPITAL: Supplements Motion on $8.7-Bil. Settlement
RESIDENTIAL CAPITAL: Seeks to Remediate Oakland, Calif. Property
RG STEEL: Sale of Yorkville Assets Closed on Oct. 18
RG STEEL: Proposes Retention Plan for 21 Key Employees
RITZ CAMERA: Has Until Jan. 21 to Propose Chapter 11 Plan

RYLAND GROUP: Reports $10.6 Million Net Income in Third Quarter
SEA TRAIL: Court Confirms First Amended Plan
SECOND CHANCE: Court Won't Revisit Ruling on California's Claim
SIONIX CORP: Names K. Calligar as Interim Chief Executive Officer
SIRIUS COMPUTER: Moody's Assigns 'B1' CFR/PDR; Outlook Stable

SIRIUS XM: Planned CEO Departure No Impact on Moody's 'B1' CFR
SIX FLAGS: Dividend Increase No Impact on Moody's 'B1' CFR
SOUTHERN AIR: Court Clears to Continue Using $25 Million Loan
SOUTHERN AIR: U.S. Trustee Unable to Form Creditors Committee
SOUTHERN FOREST: Can Continue Hiring of Espy Metcalf as Counsel

SOUTH LAKES: Inks Deal on Use of Wells Fargo Cash Collateral
SOUTH LAKES: Court OKs Deal on Split of Sale Proceeds
SOUTH LAKES: Taps Atkinson Andelson as Litigation Attorneys
SPICY GOURMET: Ali Balaban Steps Down as Chief Executive Officer
SK FOODS: Scott Salyer Sentencing Further Delayed to Jan. 8

SPIRIT AEROSYSTEMS: S&P Affirms 'BB' Corporate Credit Rating
SPRINT NEXTEL: Incurs $767 Million Net Loss in Third Quarter
SPRINT NEXTEL: SoftBank Holds 16.4% of Series 1 Common Stock
STRATEGIC AMERICAN: Crude Oil Confirmed in Namibia Soil Sample
TCF FINANCIAL: Fitch Lowers Preferred Stock Rating to 'B+'

TELETOUCH COMMUNICATIONS: Jardine Loan to Mature on Jan. 30
TN-K ENERGY: Liggett Vogt Replaces Sherb & Co. as Accountant
TRIBUNE CO: Bank Debt Trades at 23% Off in Secondary Market
TRIDENT MICROSYSTEMS: Mark Wehrly Discloses 5.6% Equity Stake
TRIDENT MICROSYSTEMS: Plan Confirmation Hearing Set for Dec. 13

TXU CORP: Bank Debt Trades at 32% Off in Secondary Market
TXU CORP: Bank Debt Trades at 29% Off in Secondary Market
UNI-PIXEL INC: To Hold Third Quarter Conference Call on Nov. 7
UNION PACIFIC: Moody's Raises Seniority Shelf Rating From (P)Ba1
UNIVERSAL MARKETING: Transfers to Starnet Not Preferential

USEC INC: Babcock & Wilcox President Named to Board of Directors
USG CORP: Files Form 10-Q, Incurs $29 Million Net Loss in Q3
UTSTARCOM HOLDINGS: Appoints Additional Independent Director
VHGI HOLDINGS: Liggett Vogt Replaces Montgomery as Accountant
VISCOUNT SYSTEMS: Completes Sale of $100,000 Preferred Shares

VOLKSWAGEN SPRINGFIELD: Name Changed to VWS Liquidation
WALTER INVESTMENT: Moody's Affirms 'B1' CFR, Rates Sr. Loan 'B1'
WASHINGTON MUTUAL: FDIC Lose Bid to Get Docs in Deutsche Bank Suit
WEB.COM GROUP: Facility Amendment No Impact on Moody's 'B1' CFR
WILDWOOD INDUSTRIES: Ch. 7 Trustee Can Recover $12K From Blocksom

XZERES CORP: Signs $1.5MM Subscription Pact with Investor

* NY Separate Entity Rule Upheld in Foreign Assets Row
* Sun Capital Ditches Pension Fund's $4.5-Mil. Claims

* Moody's Says High Capital Expenditures Pressure Utilities
* Moody's Says US Homebuilders Face Significant Hurdles

* Large Companies With Insolvent Balance Sheets

                            *********

1617 WESTCLIFF: Marshack Hays Approved as General Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized 1617 Westcliff, LLC, to employ Marshack Hays LLP as
general counsel.

The hourly rates of Marshack Hays's personnel are:

         Partners                        $475 to $540
         Associates                      $295 to $375
         Paralegals                      $150 to $210

The firm received a $16,046 prepetition retainer from the Debtor
of which $1,046 represents the filing fee.  The fees incurred in
representing the Debtor prior to bankruptcy totaled $9,331 leaving
a balance of $5,668 which the firm was holding in trust on the
Petition Date.  Additionally, on Aug. 17, 2012, the firm received
a postpetition payment of $10,000.

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

                       About 1617 Westcliff

1617 Westcliff, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-19326) on Aug. 2, 2012, in Santa
Ana, California.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.  Gary
Rettig, president of Rettig Portfolio, Inc., signed the Chapter 11
petition.  Bankruptcy Judge Mark S. Wallace oversees the case.  D.
Edward Hays, Esq., at Marshack Hays LLP, serves as the Debtor's
counsel.


1617 WESTCLIFF: Taps James White Estate's Accountant
----------------------------------------------------
1617 Westcliff, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ James
White, CPA as the estate's accountant.

The Debtor requires the assistance of an accountant to:

   -- review and analyze reports of the receiver who is in
      possession of and largely operating the Debtor's assets;

   -- provide ongoing financial reporting and bookkeeping;

   -- complete accurate monthly operating reports; and

   -- perform any necessary accountancy in connection with sale of
      assets.

Mr. White's current hourly billing rate is $250.

To the best of the Debtor's knowledge, Mr. White does not have an
interest adverse to Debtor or the bankruptcy Estate.

                       About 1617 Westcliff

1617 Westcliff, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-19326) on Aug. 2, 2012, in Santa
Ana, California.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.  
Bankruptcy Judge Mark S. Wallace oversees the case.  D. Edward
Hays, Esq., at Marshack Hays LLP, serves as the Debtor's counsel.


1617 WESTCLIFF: Taps Lee & Associates to Sell Commercial Property
-----------------------------------------------------------------
1617 Westcliff, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ J. Mark
Larson and Lee & Associates Investment Services Group as real
estate broker and leasing agent.

J. Mark Larson is president of Lee & Associates Investment
Services Group.

Mr. Larson, will, among other things:

    * market and sell the commercial property -- real property
      commonly known as 1617 Westcliff Drive, Newport Beach,
      California -- for the highest price;

    * lease portions of the commercial property to appropriate
      tenants;

    * examine and analyze the commercial property;

    * market the commercial property for sale;

    * show the commercial property to interested parties; and

    * represent the estate as seller in connection with the sale
      of the commercial property.

The Debtor proposes that the agent will receive, upon consummation
of a sale, a real estate agent's commission in an amount equal to
2% of the purchase price, provided that the estate nets at least
the like amount.  In the event the property is sold to a buyer
represented by a real estate agent, the buyer's agent and the
agent will split the commission -- the buyer's agent will receive
0.75% and the agent will receive 1.25%.

In addition, subject to further application and Court order, the
agent will receive, upon consummation of a lease, a leasing
agent's commission in an amount equal to 6% of aggregate value of
the lease over the initial term.  In the event the property is
leased to a tenant represented by a real estate agent, the
tenant's agent and the agent will split the commission ? the
tenant's agent will receive 4% and the agent will receive 2%.

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

                       About 1617 Westcliff

1617 Westcliff, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-19326) on Aug. 2, 2012, in Santa
Ana, California.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.  
Bankruptcy Judge Mark S. Wallace oversees the case.  D. Edward
Hays, Esq., at Marshack Hays LLP, serves as the Debtor's counsel.


A123 SYSTEM: JCI Not DIP Lender to Avert Wanxiang Dispute
---------------------------------------------------------
In collaboration with A123, Johnson Controls has chosen not to be
the debtor-in-possession lender during A123's bankruptcy process
to avoid potential delays posed by threatened legal actions from
Wanxiang.  The parties believe this move is in the best interest
of the estate by ensuring an efficient process that will best
preserve value for creditors, employees and customers.

"We are concerned that back-and-forth posturing by other
interested parties may lead to confusion and anxiety for A123's
employees and customers and thus destroy underlying value in the
estate," said Alex Molinaroli, president, Johnson Controls Power
Solutions.  "We have agreed to step aside as the DIP funder in
order to keep the process moving and allow it to conclude in the
most efficient manner possible.  We want to reassure employees,
customers and other stakeholders that Johnson Controls remains
committed to our acquisition of A123, which will keep a source of
critical jobs, intellectual property and advanced battery
technology in the United States."

Johnson Controls maintains its $125 million offer for A123's
automotive assets as well as the stalking horse position in the
bankruptcy process subject to Bankruptcy Court approval, expected
on Nov. 5, 2012.  The company also plans to expand its offer to
include A123's government business, including military contracts,
during the bankruptcy process.

"A123's technology provides a combination of performance
attributes that make it well suited for a range of applications,
including certain automotive and military applications that are
complementary to Johnson Controls' existing portfolio," said
Molinaroli.  "We remain committed to serving the dynamic global
advanced battery market and continuing to build jobs in the United
States."

                      About Johnson Controls

Johnson Controls -- http://www.johnsoncontrols.com-- is a global  
diversified technology and industrial leader serving customers in
more than 150 countries.

Johnson Controls Power Solutions is the global leader in lead-acid
automotive batteries and advanced batteries for Start-Stop, hybrid
and electric vehicles.

                        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.


ACCESS PHARMACEUTICALS: Signs $10 Million Financing Agreements
--------------------------------------------------------------
Access Pharmaceuticals, Inc., has entered into definitive
agreements for the purchase of $10 million of units, consisting of
newly issued Access Series B Convertible Preferred Stock and
warrants in a private placement with existing investors.  

The Series B Convertible Preferred Stock is convertible into
common stock at $0.50 per share, and the unit provided for 100%
warrant coverage with an exercise price of $0.50 per share and a
term of six years.  The financing consists of $4.7 million of new
investment and the exchange of $5.3 million of outstanding
dividends payable.  The transaction is expected to close Oct. 25,
2012, subject to the satisfaction of customary closing conditions.

"We believe this financing strengthens the Company's financial
position by enabling the repayment of overdue debt and
significantly reducing the level of outstanding dividends
payable," said Jeffrey Davis, CEO of Access Pharmaceuticals, Inc.  
He continued, "This financing gives us the resources to continue
MuGard commercialization efforts, and we appreciate the continued
support of our current investor group."

                   About Access Pharmaceuticals

Access Pharmaceuticals, Inc., develops pharmaceutical products
primarily based upon its nano-polymer chemistry technologies and
other drug delivery technologies.  The Company currently has one
approved product, one product candidate at Phase 3 of clinical
development, three product candidates in Phase 2 of clinical
development and other product candidates in pre-clinical
development.

After auditing the 2011 results, Whitley Penn LLP, in Dallas
Texas, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has had recurring losses from operations, negative
cash flows from operating activities and has an accumulated
deficit.

The Company's balance sheet at June 30, 2012, showed $2.43 million
in total assets, $33.51 million in total liabilities, and a
$31.07 million total stockholders' deficit.


ADVANCED MICRO: Fitch Lowers Sr. Unsecured Debt Rating to 'B'
-------------------------------------------------------------
Fitch has taken the following actions on the ratings for Advanced
Micro Devices Inc.'s (NYSE: AMD):

  -- Affirmed long-term IDR at 'B';
  -- Downgraded senior unsecured debt to 'B/RR4' from 'B+/RR3'.

The Rating Outlook is revised to Negative from Stable.  Fitch's
actions affect approximately $2.0 billion of total debt.

The Negative Rating Outlook reflects Fitch's belief that AMD's
operating results will remain pressured through at least the near-
term driven by a combination of cyclical and secular headwinds.  
As a result, Fitch expects profitability to plummet and negative
free cash flow (FCF), which may materially weaken liquidity.

Cyclical headwinds are adversely affecting the broader PC supply
chain and Fitch believes these are incorporated into AMD's current
ratings.  However, Intel's market share gains, AMD's excess
inventories in the channel, and increasing tablet penetration are
exacerbating already formidable pressure on revenues from weak
worldwide personal computers (PC) demand and a protracted PC
refresh cycle in advance of Microsoft's Window 8 release.

As a result, AMD has given mid-point guidance of negative 17.5%
revenue growth for 2012 and Fitch expects low double-digit
negative revenue growth in 2013.  Sales could benefit from more
strong adoption of the company's newest generation of accelerated
processor units (APU) or a return to supply and demand balance in
the channel.

Fitch expects AMD's operating EBITDA will end 2012 at
approximately half its 2011 level and could trough in 2013 within
a range of roughly break even to $250 million.  Gross profit
margins will remain pressured and in the mid to high 30s range
versus the low to mid 40s of recent years, driven by broad based
average selling price (ASP) pressures and lower utilization of
AMD's back end equipment.  These pressures appear unlikely to
abate over the near-term but could be somewhat offset by stronger
than anticipated adoption of AMD's APUs.

The company's restructuring actions should begin yielding benefits
in the current quarter and be fully realized at the end of the
third quarter of 2013.  The program is the second announced within
the last year and will reduce global headcount by 15% and aims to
save AMD approximately $190 million in annual operating expenses.

Nonetheless, Fitch estimates AMD will use over $200 million per
year in both 2012 and 2013. Cash usage is being exacerbated by
outlays for restructuring ($80 million) and amending a purchase
agreement with its foundry partner, GLOBALFOUNDRIES ($425
million).

Fitch believes AMD's liquidity was sufficient as of Sep. 30, 2012
and consisted of $1.5 billion of cash and cash equivalents
(includes approximately $200 million of long-term marketable
securities).  Nonetheless, pro forma for Fitch's projected cash
usage ranges, cash balances could decline to below the company's
stated optimal cash balance of $1.1 billion (note: management has
stated $700 million - $800 million is sufficient to run the
business).  AMD reduced its stated optimal cash balance from $1.5
billion during the third quarter earnings call.

In connection with the restructuring announcement, AMD reiterated
its shift in focus away from legacy PC markets and aims to achieve
40% - 50% of sales from faster growth markets over the long run.  
The company believes it can achieve 20% of sales from faster-
growth markets over the next year (versus 15% currently).  The
company believes these markets - servers for the cloud, new
embedded markets, and ultra-portable/low-power- offer higher
growth and greater differentiation opportunities.

Fitch believes AMD's focus on rebalancing its sales portfolio will
be imperative to its longer-term relevance.  In Fitch's opinion,
AMD's historical role as the only viable alternative PC
microprocessor supplier to Intel may be undermined by the supply
chain's adoption of ARM Holding's based processors to power future
PC models.  Fitch is concerned AMD's headcount reductions will
include research & development (R&D) and potentially slow AMD's
penetration in faster growing markets.

Negative rating actions could be taken if:

  -- FCF usage exceeds Fitch's expectations, resulting in cash
     balances falling and likely remaining below target levels
     beyond the near-term.

  -- Faster than anticipated penetration by tablets or share
     losses to without commensurate sales growth in AMD's focus
     markets.

  -- Meaningful penetration of ARM-based processors into AMD's
     traditional PC and Server markets.

The ratings could be stabilized if:

  -- Sales growth tracks that of its peer group, affirming AMD's
     strategy of accelerating sales in faster growth non-legacy PC   
     markets; or

  -- AMD's sales levels and restructuring actions result in the
     resumption of positive FCF.

AMD's ratings continue to be supported by:

  -- Lower capital intensity as a fabless semiconductor maker,
     resulting in a stronger FCF profile;

  -- Lower revenue breakeven level from historical and recently
     announced restructuring actions; and

  -- The company's historical role as the only viable alternative
     microprocessor supplier to Intel.

Fitch's concerns center on:

  -- AMD's limited share in rapidly growing markets for small-form
     factor mobility products;

  -- AMD's modest share of the overall PC market, including
     servers;

  -- Current reliance on GLOBALFOUNDRIES for the majority of its
     microprocessors as it continues ramping production with TSMC;
     and

  -- Higher than industry average dependence upon R&D investments
     and efficiency, given its status as a fabless supplier.

Liquidity at Sept. 30, 2012 was sufficient and consisted of $1.3
billion of cash and cash equivalents.  The company has no
revolving credit facility. Fitch estimates FCF usage of $3500 -
$450 million for 2012 and negative FCF for 2013.

Total debt was $2.1 billion at Sept. 29, 2012 and consisted of:

  -- $580 million of 6% senior unsecured convertible notes due
     2015;

  -- $500 million of 8.125% senior unsecured notes due 2017;

  -- $500 million of 7.75% senior unsecured notes due 2020;

  -- $500 million of 7.5% senior unsecured notes due 2022; and

  -- Approximately $25 million of capital leases.

AMD's Recovery Ratings (RRs) reflect Fitch's belief that the
company would be reorganized rather than liquidated in a
bankruptcy scenario.  This is given Fitch's estimates that AMD's
reorganization value of approximately $1.0 billion exceeds a
projected liquidation value.

To arrive at a reorganization value, Fitch assumes a 4x
reorganization multiple and applies it to its estimate of
distressed operating EBITDA of $260 million, which covers
estimated annual fixed charges, resulting in an adjusted
reorganization value of $932 million after subtracting
administrative claims.  Fitch estimates the approximately $2.1
billion of unsecured claims recover approximately 44%, resulting
in recovery ratings of RR4.

Fitch reduced the reorganization multiple to 4x from 5x to reflect
Fitch's believe that over the longer-term AMD may no longer be the
only credible viable alternative PC processor supplier to Intel.

WHAT COULD TRIGGER A RATING ACTION

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

  -- FCF usage exceeds Fitch's expectations, resulting in cash
     balances falling and likely remaining below target levels
     beyond the near-term.
  -- Faster than anticipated penetration by tablets or share
     losses to without commensurate sales growth in AMD's focus
     markets.
  -- Meaningful penetration of ARM-based processors into AMD's
     traditional PC and Server markets.

Positive: The current Rating Outlook is Negative.  As a result,
Fitch's sensitivities do not currently anticipate developments
with a material likelihood, individually or collectively, of
leading to a rating upgrade.


AMERICAN AIRLINES: To Meet With US Airways Today
------------------------------------------------
American Airlines Inc., its creditors committee and US Airways
Group Inc. are set to meet today, Tuesday, to discuss on how much
additional revenue and costs savings a merger would generate,
according to an October 25 report by The Wall Street Journal.

The meeting at the New York offices of Weil Gotshal & Manges LLP
is viewed as significant because potential financial synergies
are among the most critical issues that will determine whether a
marriage will create a more valuable airline for creditors of
American Airlines' parent AMR Corp. than another plan for the
company to restructure independently, the report said, citing
people familiar with the matter as its source.

The parties for weeks have been analyzing minute details of the
airlines' operations to form opinions on overall synergy numbers,
The Journal reported.

Depending on how the meeting goes, some creditors believe US
Airways could make a formal merger proposal to American Airlines
and its creditors in coming weeks.  Other people familiar with
the matter cautioned that US Airways hasn't yet decided when it
will make a formal merger proposal, according to the report.

AMR and US Airways signed a non-disclosure agreement in late
August, under which the companies agreed to exchange confidential
information and to work in good faith to evaluate a potential
combination.

The parties also agreed that they and their representatives will
not engage in discussions with other parties concerning a
potential merger.

                      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).  


AMERICAN AIRLINES: Marathon Seeks Appointment of Examiner
---------------------------------------------------------
Marathon Asset Management LP has filed a motion asking Bankruptcy
Judge Sean Lane to direct the appointment of a bankruptcy examiner
who will look into the deal between the regional carriers of AMR
Corp. and its debtor affiliates that took place in the weeks
leading up to their Chapter 11 filing.

The hedge fund manager wants an outside examiner to investigate
American Airlines' assumption of $2.26 billion in debt as part of
a pre-bankruptcy deal it made with American Eagle Airlines Inc. to
turn over Embraer jets that were valued at $1.8 billion or $426
million lower than the amount of debt it assumed.

"The prepetition transactions raise serious questions as to
whether American Airlines received fair value in exchange for
incurring the billions of dollars in debt and as to whether these
transactions were otherwise improper," George Shuster Jr., Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP, in New York, counsel
for Marathon.

Marathon is also concerned it won't have the chance to go after
the Brazilian banks, Agencia Especial de Financiamento Industrial
and Banco Nacional de Desenvolvimento Economico e Social, that
financed the planes.  AMR is reportedly planning to abandon some
of the planes and refinance the debt.

Mr. Shuster said AMR's management is not in a position to conduct
an independent investigation of the pre-bankruptcy deal.

"It is not possible for that same management to undertake an
objective and critical review of the same prepetition
transactions in which they were previously involved," Marathon's
lawyer said.

American Airlines spokesman Sean Collins expressed confidence the
U.S. Bankruptcy Court in Manhattan, which oversees AMR's case,
will overrule objections, according to a report by Dow Jones'
Daily Bankruptcy Review.

"We feel strongly that the relief we have requested for the
[Embraer] transaction is appropriate and in the best interests of
our business operations and economic stakeholders, and that the
bankruptcy court will overrule the objections and grant the
relief we are requesting," Dow Jones quoted Mr. Collins as
saying.

A court hearing to consider the appointment is scheduled for
November 8.  Objections are due by November 1.

                      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).  


AMERICAN AIRLINES: Debtors, Committee Seek Time to File Plan
------------------------------------------------------------
AMR Corp. and the committee representing the company's unsecured
creditors filed a joint motion seeking additional time to file a
Chapter 11 plan and solicit votes for that plan.

AMR and the committee want the deadline for filing the plan
extended to January 28, 2013, and for soliciting votes from
creditors to March 28, 2013.

Harvey Miller, Esq., at Weil Gotshal & Manges LLP, in New York,
said the extension is necessary given the number of tasks that
have yet to be completed including negotiations of the terms of
the plan.

AMR is still refining its business plan with the committee and
both are pursuing collaborative review of strategic alternatives
beneficial to the company, Mr. Miller also said.

A court hearing is scheduled for October 30. Objections are due
by October 23.

                      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).  


AMERICAN AIRLINES: Marathon Blocks Bid to Cut Embraer Costs
-----------------------------------------------------------
Marathon Asset Management LP is blocking efforts by AMR Corp. to
have its agreement with lenders to cut the costs of operating 216
Embraer jets approved by a bankruptcy court.

The hedge fund manager points to the period between June and
November 2011, when AMR was trying to avoid bankruptcy and
attempting to spin off American Eagle Airlines Inc. to
shareholders.  To spruce up American Eagle's balance sheet,
ownership of 263 smaller jets was transferred to AMR from the
regional airline, according to an October 24 report by Bloomberg
News.

Marathon said there may be fraudulent transfer claims to bring
against the lenders because AMR may have received less in value
that it gave up when it assumed about $2.3 billion in liability
on the planes, Bloomberg News reported.

The lenders targeted by Marathon are Brazil's Agencia Especial de
Financiamento Industrial and Banco Nacional de Desenvolvimento
Economico e Social.

A court hearing on the request and objection is scheduled for
October 30.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Proposes Deal With CIT, BNY Mellon
-----------------------------------------------------
American Airlines Inc. asked the U.S. Bankruptcy Court in
Manhattan to approve a settlement with C.I.T. Leasing Corp. and
The Bank of New York Mellon.

The deal resolves all claims of C.I.T. and BNY Mellon, which
serves as trustee under an indenture related to an aircraft
identified by U.S. Federal Aviation Administration Number N627AA.

Under the deal, C.I.T. will be granted an allowed general
unsecured non-priority claim against American Airline's estate as
damages for any breach, termination, rejection or modification of
the lease with respect to the aircraft.

The proposed deal is formalized in a settlement agreement, which
was filed under seal to protect confidential information
including the amount of the allowed claim.

A court hearing is scheduled for November 8.  Objections are due
by November 1.

                      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).


AMERICAN AXLE: Incurs $8.2 Million Net Loss in Third Quarter
------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $8.2 million on $702.9 million of
net sales for the three months ended Sept. 30, 2012, compared with
net income of $22.6 million on $647.6 million of net sales for the
same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $46.8 million on $2.19 billion of net sales, in
comparison with net income of $107.1 million on $1.97 billion of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $2.67
billion in total assets, $3.17 billion in total liabilities and a
$497.7 million total stockholders' deficit.

"AAM's results in the third quarter of 2012 reflect an increased
level of global launch activity.  The complexity of these new
product, process and facility launches, as well as lower capacity
utilization resulting from planned customer downtime on certain
existing programs, adversely impacted our financial performance in
the quarter," said AAM's President and Chief Executive Officer,
David C. Dauch.  "While we are focused on taking the necessary
actions to improve AAM's operating performance, we are very
excited about the strong sales growth and improved business
diversification resulting from our global launch activity."

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

                        http://is.gd/Mohi7Z

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

                           *     *     *

In January 2012, Fitch Ratings has affirmed the 'B+' Issuer
Default Ratings (IDRs) of American Axle & Manufacturing.

Fitch expects leverage to trend downward over the intermediate
term, however, as the company gains traction on its new business
wins.  Looking ahead, Fitch expects free cash flow to be
relatively weak, but positive, in 2012 with the steep ramp-up
in new business and as the company continues to make investments
in both capital assets and research and development work to
support growth opportunities in its customer base and product
offerings.  Beyond 2012, free cash flow is likely to strengthen
meaningfully as the new programs coming on line in the near term
begin to produce higher levels of cash.


AMERICAN DEFENSE: John Jodlowski Discloses 10.1% Equity Stake
-------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, John Jodlowski and his affiliates disclosed that, as
of Oct. 1, 2012, they beneficially own 6,015,053 shares of common
stock of American Defense Systems, Inc., representing 10.1% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/bAs5bh

                       About American Defense

Hicksville, N.Y.-based American Defense Systems, Inc., is a
defense and security products company engaged in three business
areas: customized transparent and opaque armor solutions for
construction equipment and tactical and non-tactical transport
vehicles used by the military; architectural hardening and
perimeter defense, such as bullet and blast resistant transparent
armor, walls and doors.  The Company also operates the American
Institute for Defense and Tactical Studies.  The Company is in the
process of negotiating a sale or disposal of the portion of its
business related to the operation of a live-fire interactive
tactical training range location in Hicksville, N.Y.  The portion
of the Company's business related to vehicle anti-ram barriers
such as bollards, steel gates and steel wedges that deploy out of
the ground was sold as of March 22, 2011.

After auditing the 2011 financial statements, Marcum LLP, in
Melville, New York, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company had a working capital deficiency
of $867,000, an accumulated deficit of $17.0 million,
shareholders' deficiency of $235,000 and cash on hand of $132,000.
The Company had operating losses of $3.30 million and
$3.69 million for the years ended Dec. 31, 2011 and 2010,
respectively.  The Company had income from continuing operations
for the year ended Dec. 31, 2011, of $6.83 million, including a
gain of $12.8 million on the redemption of mandatorily redeemable
preferred stock, and a loss from continuing operations for the
year ended Dec. 31, 2010, of $8.17 million.  The Company had net
income (losses) of $9.37 million and $(9.38 million) for the years
ended Dec. 31, 2011 and 2010, respectively.

The Company's balance sheet at June 30, 2012, showed $2.25 million
in total assets, $2.97 million in total liabilities, all current,
and a $723,370 total shareholders' deficiency.


ASTORIA GENERATING: S&P Assigns 'B-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Astoria Generating Co. Acquisitions LLC. "At the
same time, we assigned a 'B' issue rating to the proposed $455.1
million first-lien credit facility consisting of a $425 million
term loan due October 2018 and a $30.1 million revolving facility
due April 2017 with a recovery rating of '2'. The '2' rating
indicates a substantial recovery (70% to 90%) if a default occurs.
The outlook is positive. At the same time, we withdrew our
CCC/Watch Dev rating on Astoria Gen's existing first- and second-
lien credit facilities," S&P said.

"Astoria Gen is refinancing its existing first-lien and second-
lien credit facilities, consisting of a $430 million ($99 million
outstanding) term loan and a $60 million ($57 million drawn)
working capital facility, both due February 2013, and $300 million
($300 million outstanding) term bank loan due August 2013, with a
new $455.1 million first-lien credit facility consisting of a $425
million term loan due October 2017 and a $30.1 million working
capital facility due April 2017. The parent, US Power Generating
Co. (USPG), will make an equity contribution of $15 million and
Astoria Gen will use about $62.7 million of its available cash to
fund the transaction. At close, Astoria Gen will fund a six-month
debt service reserve of about $18 million," S&P said.

"We rate Astoria Gen based on the consolidated credit profile of
USPG. The rating on Astoria Gen reflects a 'vulnerable' business
risk profile and a 'highly leveraged' financial risk profile," S&P
said

"Astoria Gen's vulnerable business risk profile reflects its
fundamental exposure to the New York Independent System Operator's
merchant capacity market, which has uncertain regulatory regimes
and changing rules," said Standard & Poor's credit analyst Trevor
D'Olier-Lees

"The positive outlook reflects that we may upgrade the corporate
credit rating by one notch if management is on track to achieve
the level of cost savings assumed under our base case and the LCR
is increased to 85.4% from the current 83%. The LCR decision is
expected early in first quarter of 2013, if not earlier. If this
were to happen, we expect that adjusted debt to EBITDA will likely
improve to 4.5x for 2013 and below 3.5x for 2014. And adjusted FFO
to debt will be 10% in 2013 and above 17% for 2014. The company is
highly dependent on capacity payments and so if capacity payments
were to deteriorate by an order of magnitude of a double-digit
percentage change, we may lower the rating," S&P said.


AVAYA INC: Moody's Says Cash Flow to Remain Negative
----------------------------------------------------
Moody's Investors Service said Avaya's proposed loan maturity
extension amendment could provide the company critical additional
time to de-lever however at the cost of increased interest expense
and delays before reaching breakeven free cash flow levels.
Avaya's corporate family rating is B3.

Avaya is a global leader in enterprise telephony systems with $5.3
billion of revenues for the LTM period ended June 30, 2012


AVAYA INC: S&P Rates Proposed $1.4 Billion Term Loan Due 2017 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue rating
and '2' recovery rating to Basking Ridge, N.J.-based
telecommunications solutions provider Avaya Inc.'s proposed $1.4
billion term loan B-4 due 2017. The proposed term loan B-4 has a
springing maturity of July 2015, conditioned on net leverage, the
occurrence of an IPO, or repayment or refinancing of at least $750
million of outstanding notes due 2015. The B-4 term loan amends
and extends the company's B-1 term loan due 2014.

"This transaction does not affect our 'B-' corporate credit rating
or stable outlook on the company. We expect Avaya to reestablish
positive operating trends over the next 12 months while
maintaining 'adequate' liquidity. Because of weakening end markets
in Europe, deferral of U.S. government-related information
technology (IT) hardware purchases, and general softness in IT
hardware purchases, we expect EBITDA generation for the next 12
months to erode from the $883 million we calculate for the 12
months ended June 30, 2012, which treats certain restructuring
charges as operational expenses. Discretionary cash flow is likely
to be negative for 2012 and remain negative over the next 12
months, as profits remain elusive and residual restructuring
charges related to rightsizing its operations continue, albeit
below prior-year levels," S&P said.

"The rating derives considerable support from the adequate
liquidity assessment, which we believe will remain intact over the
next 12 months. On Sept. 30, 2012, cash amounted to $337 million
and the company had availability of about $425 million under
revolving credit facilities due 2016. We expect cash uses to
include about $400 million of cash interest expense, $130 million
of capital expenditures, $170 million of pension funding, and
about $150 million of cash restructuring costs over the coming 12
months. Leverage for the company is very high, at about 9.1x for
the 12 months ended June 30, 2012, including underfunded pension
adjustments and operating lease adjustments," S&P said.

RATINGS LIST

Avaya Inc.
Corporate Credit Rating            B-/Stable/--

New Ratings

Avaya Inc.
Senior Secured
  Term loan B-4 due 2017            B
   Recovery Rating                  2


BASHAS' INC: Kubicek Claims Should Be Heard by Judge Campbell
-------------------------------------------------------------
In the lawsuit, Robert Kubicek Architects & Associates, Inc.
Plaintiff, v. Bashas Inc., Defendant, Nos. CV12-1497-PHX-FJM, (D.
Ariz.), Arizona District Judge Frederick J. Martone granted the
request of Robert Kubicek Architects & Associates, Inc., to
withdraw the reference as to the remaining claims in its lawsuit
against Bashas' Inc.  Because the remaining claims were originally
presented in the action before Judge Campbell, Robert Kubicek
Architects & Assoc. Inc. v. Bosley, No. 11-CV-2112-DGC (Oct. 27,
2011 D. Ariz.), the District Judge encouraged the parties to file
a motion asking Judge Campbell to transfer this action to him and
consolidate these remaining claims with 11-CV-2112-DCG.

Robert Kubicek Architects filed a complaint against Bruce Bosley,
The Bosley Group, Inc., and Bashas' Inc., asserting claims for
copyright infringement.  In addition to monetary damages for
infringement occurring from March 2007 through August 2009, Robert
Kubicek Architects sought declaratory and injunctive relief
against all defendants, declaring the Plaintiff's rights and
interests in the Copyrighted Works, requiring destruction of all
copies of the Copyrighted Works in the defendants' possession, and
enjoining further infringement.

A copy of Judge Martone's Oct. 23, 2012 Order is available at
http://is.gd/6I4IQFfrom Leagle.com.

                        About Bashas' Inc.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assisted the Debtors in their restructuring efforts.  Michael W.
Carmel, Ltd., served as the Debtors' co-counsel.  Deloitte
Financial Advisory LLP served as financial advisors.  Epiq
Bankruptcy Solutions, LLC, served as claims and notice agent.  In
its bankruptcy petition, Bashas' estimated assets and debts of
$100 million to $500 million as of the Petition Date.

Judge James M. Marlar confirmed Bashas' Chapter 11 reorganization
plan in August 2010.


CAESARS' CORNER: Fitch Rates Proposed $185 Million Term Loan 'B-'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'B-/RR2' rating to $185 million in
proposed term loans being issued by Corner Investment PropCo, LLC
(Corner) and assigned a 'CCC' Issuer Default Rating (IDR) to
Corner.

Fitch also affirmed Caesars Entertainment Operating Company,
Inc.'s (CEOC), Corner's direct parent and the lessee of the
project being financed by Corner, at 'CCC', as well as all other
ratings related to CEOC, including the ultimate parent, Caesars
Entertainment Corp. (CEC; Caesars).  

Proceeds from the $185 million term loan will fund a remodel of
Caesars' Bill's Gamblin' Hall and Saloon (Bill's), a 20-month
interest expense reserve, working capital, and financing costs.  
The remodel is budgeted at $146 million, about a third of which
will fund a development of Drai's night/day club at Bill's managed
by Drai Management Group (DMG).

The balance will fund room renovations, a casino floor remodel,
new F&B outlets and a new parking garage as well as other
enhancements.  The casino and hotel remodel are scheduled to be
complete by year-end 2013 and the club will open by April 2014.  
Bill's will be re-branded (brand remains undetermined) upon
completion and the new property will join Caesars' Total Rewards
loyalty program.

The term loan will be secured by the remodeled property, including
the casino, hotel and night/day club (collectively the Property)
and guaranteed by Corner.  The cash flows that will be retained by
Corner include lease payments from CEOC and a portion of the cash
flows generated by Drai's.  CEC will also provide a $20 million
completion guarantee.

As part of the transaction, Bill's will be transferred from CEOC
to Corner and CEOC will lease the non-club components of the
Property for $23.5 million once it opens.  The lease agreement is
for seven years, after which CEOC has the option to extend.  The
lease payments step down ($15 million is the floor) based on
cumulative EBITDA generated by Drai's, which pledges 100% of its
EBITDAM to Corner until approximately $70 million of the term loan
is repaid.  Thereafter, 25% of Drai's EBITDA will be pledged to
the lenders, with 50% going to DMG and 25% to CEOC.  Drai's
management fee will consist of an occupancy fee paid to CEOC (5%
of revenues) and a 5% revenue/10% EBITDAM fee paid to DMG.

The loan amortizes by 1% per annum following two full quarters
after the project opens and matures seven years after the closing
date.  Corner has to use 100% of Drai's generated excess cash flow
to make offers to purchase the loan at par until the amount of the
loan allocated to the Drai's expansion (approximately $70 million)
is repaid.  In addition, Corner has to use 75% of its consolidated
excess cash flow to make purchase offers at par with the
percentage scaling down based on leverage (goes to 50% if leverage
is less than 3.25x or 25% if less than 2.75x).

Corner's consolidated cash flows include CEOC lease payments and
Drai's income remaining at Corner minus Corner debt service,
maintenance capex, permitted restricted payments and certain other
adjustments.  Of the amount earmarked for loan repayment that
lenders reject, Corner may dividend up to CEOC 50% of the excess
cash.

Maintenance covenants include a 5.25x senior secured leverage test
(first measured after four full quarters following the project
opening), which is measured net of cash and steps down to 4.75x
thereafter over several quarters.  There is also a minimum EBITDA
test for the first three full quarters.  The term loan credit
agreement allows Caesars ample opportunity to provide equity
cures.  Additional debt is permitted so long as net leverage
remains below 5x but there are certain carveouts, including a $20
million general debt incurrence carveout.  Restricted payments are
subject to a $15 million starter basket, which increases by EBITDA
minus 1.4x interest expense (subject to other adjustments).

IDR

The 'CCC' IDR reflects Fitch's circumspect view of the project's
ability to ramp up to the extent that it will be able support
Corner's debt service on a stand-alone basis as well as the weak
credit profile of CEOC, the lessee. Fitch rates CEOC's IDR 'CCC'
with a Negative Rating Outlook.

Fitch believes that CEOC will opt to affirm the lease with Corner
in the event that CEOC enters bankruptcy if the project's cash
flows are accretive to CEOC in excess of the lease payment.  
Alternatively, CEOC may opt to reject the lease if the project
proves unsuccessful.

Fitch expects casino/hotel performance to improve upon the project
opening as a result of the property being plugged into Caesars'
Total Rewards and the significant amount of capital invested into
the property.  Management's base case forecast shows value
accruing to CEOC from operating the casino/hotel and fees from the
club well exceeding the $23.5 million lease payment.

However, the project is subject to significant execution risk.  
Given the novel nature of the project (i.e. boutique hotel/casino
on the Strip) and significant overhaul of target customer
demographic, Fitch believes any forecast is subject to
considerable variance.

In addition to the lease payments, Corner lenders will benefit
from cash flow generated by the club.  However, Fitch believes
that after the allocated amount of the loan is repaid, 25% of the
club's EBITDA will be insufficient to service Corner's debt and
debt service support may depend largely on the CEOC lease payment.

Transaction Rating

The 'RR2' Recovery Rating (RR) is based on Fitch's estimate of
71%-90% recovery for the lenders in an event of default.  Fitch
attributes about 70% of the value to the casino/hotel component,
which should benefit from its prime location on the Las Vegas
Strip and the planned remodel, with roughly $100 million of the
total project cost being allocated to areas other than the club.

Fitch's recovery value takes into account the Property's small
footprint (it sits on approximately four acres) as well as the
execution risk associated with operating a boutique casino hotel
on the Las Vegas Strip.  The execution concern will be partially
mitigated by the inclusion of the Property in the Total Rewards
program and the established track record of Drai's Afterhours,
which has operated at Bill's since 1999 and has an outpost in
Hollywood, CA.

From CEOC's Point of View

Fitch views the transactions largely as neutral for CEOC lenders
with the benefit of potentially longer-term increased Las Vegas
EBITDA accruing to CEOC being offset by notable risks.

Specifically:

  -- Bill's is being carved out of the CEOC restricted group
     (although it is not a major driver of CEOC's Strip
     profitability);
  -- CEOC's lease payments to Corner, at least initially, will be
     sizable relative to the Property's projected EBITDA base;
  -- The financing will increase CEOC's aggregate interest expense
     by roughly $20 million, potentially further pressuring CEOC's
     free cash flow (FCF) if the benefits of the project fall
     short of management's expectations.

Notable offsets to the above concerns include:

  -- A $35 million interest reserve, which will mitigate the near-
     term FCF concern related to the increased interest expense;

  -- Aggressive excess cash flow sweep provisions, which should
     reduce Corner's debt outstanding and associated interest
     expense quickly if the project ramps up as management
     expects.  (Note that Corner has to make offers to repay loan
     at par but lenders are not required to accept).

Fitch also recognizes the strategic merit of the project as it
aims to introduce a younger, more affluent demographic into
Caesars' loyalty program and fully attempts to leverage Bill's
prime location on the intersection of Flamingo Road and Las Vegas
Boulevard (across from Caesars Palace and Bellagio and near
Caesars Project Linq development).

Drai's financing is consistent with Caesars' more recent
transactions of carving out assets or selling assets from CEOC to
fund capex aimed at revitalizing the company's Las Vegas portfolio
of assets.  In 2011, CEOC contributed Octavius Tower to an
unrestricted CEOC subsidiary in a transaction that is similar to
this one to finish a moth-balled tower at Caesars Palace.  More
recently, CEOC is expected to close its sale of Harrah's St. Louis
for $610 million in November 2012.  A bulk of the proceeds will
likely be spent on project capex and ramping up maintenance capex
on the Las Vegas Strip.

Rating Drivers

Fitch will revisit Corner's IDR and RR once the project opens and
starts to ramp up. However, upside to Corner's IDR will likely be
capped at the low end of the 'B' category reflecting the ownership
by CEOC and the risk associated with operating a single-site
facility in a relatively saturated market.

In the event CEOC is downgraded, Fitch may maintain Corner's
'CCC' IDR depending on the timing of the downgrade (i.e.
development/ramp-up phase of the Project) and the perceived
likelihood of CEOC affirming the Corner lease, which in turn will
largely depend on the project's success.

Fitch has not assigned a Rating Outlook to Corner as Rating
Outlooks are only assigned selectively for 'CCC' IDRs.


Fitch affirmed the ratings below and maintained a Negative Outlook
on the IDRs of:

Caesars Entertainment Corp.

  -- Long-term IDR at 'CCC'.

Caesars Entertainment Operating Co.

  -- Long-term IDR at 'CCC';
  -- Senior secured first-lien revolving credit facility and term
     loans at 'B-/RR2';
  -- Senior secured first-lien notes at 'B-/RR2';
  -- Senior secured second-lien notes at 'CC/RR6';
  -- Senior unsecured notes with subsidiary guarantees at  
     'CC/RR6';
  -- Senior unsecured notes without subsidiary guarantees at
     'C/RR6'.

Chester Downs and Marina LLC (and Chester Downs Finance Corp as
co-issuer)

  -- Long-term IDR at 'B-';
  -- Senior secured notes at 'BB-/RR1'.

Caesars Linq, LLC & Caesars Octavius, LLC

  -- Long-term IDR at 'CCC';
  -- Senior secured credit facility at 'CCC+/RR3'.


CALIFORNIA: Richest Towns' Debt Facing Payment Doubt
----------------------------------------------------
Carla Main at Bloomberg News reports that Los Gatos and Fresno,
California, may be counted among the more than two dozen
California cities, including some of the most affluent, with
securities facing possible credit downgrades by Moody's Investors
Service.
     
According to the report, rating companies and investors are
scrutinizing the willingness of California localities to budget
for bond payments after three of the state's municipalities filed
for bankruptcy since June.  One of the failures, Stockton, has
said it may try to force investors to take a loss.  Another, San
Bernardino, is $1 million in default on pension bonds.

"It's a wakeup call," said David Kotok, chief investment officer
at Sarasota, Florida-based Cumberland Advisors, who helps manage
about $2.1 billion, according to the report.  "You don't see it in
Florida, in Palm Beach or Sarasota.  You don't see it in other
places where you have wealth in cities.  You do see it in
California."
     
The report relates that Los Gatos, a Silicon Valley town of 30,000
at the foot of the Santa Cruz Mountains, hosts the headquarters of
Netflix Inc., the world's largest online video service.  It had a
median home price of $1 million last month, compared with $287,000
statewide and $155,000 in Fresno, according to DataQuick, a San
Diego-based provider of property information.
     
The report notes that Los Gatos, with a $122,000 median household
income that is double the state level, has an Aa1 issuer rating,
Moody's second-highest mark.  That rating is under review for
downgrade, as are the grades for a combined $26 million of
certificates of participation, Moody's said Oct. 9.  The community
has added to its reserves annually for the last five years,
improved its pension system and reduced salaries, said Greg
Larson, the town manager.  "We think our sound financial practices
will keep us as one of the top-rated smaller cities in the state,"
he said.

The Bloomberg report discloses that Moody's is concerned that
cities might skip debt payments in a cash crunch to preserve
services and meet payroll.  San Bernardino withheld a $1 million
payment on 2005 pension obligation bonds, according to a Municipal
Securities Rulemaking Board filing Oct. 16.  Stockton, the largest
U.S. city to enter bankruptcy, missed a $4.3 million bond payment
in September, Standard & Poor's said last month.  The decisions to
seek bankruptcy "provide some indication that willingness to pay
debt obligations may be eroding in the U.S. municipal market,"
according to the Moody's report.


CATALYST PAPER: To Hold Third Quarter Conference Call on Nov. 14
----------------------------------------------------------------
Catalyst Paper Corporation will hold a conference call on
Wednesday, Nov. 14 at 8:00 a.m. Pacific, 11:00 a.m. Eastern, to
review the Company's quarterly results which will be released on
Tuesday Nov. 13, 2012.

Kevin J. Clarke, president and chief executive officer, and Brian
Baarda, vice-president Finance and chief financial officer, will
host the call.

If you wish to participate and are calling from within North
America, dial 888-231-8191.  If you are calling from either the
Toronto area or outside North America, dial 647-427-7450.  Please
place your call ten minutes prior to the start of the conference,
provide the conference administrator with your name and company
name, and ask for the Catalyst Paper third quarter 2012 earnings
conference call or quote conference ID#56717173.  Initially, all
participants will be in a listen-only mode for a short recap of
our quarterly results followed by a question-and-answer session.  
You will be queued with the conference administrator and polled
individually during this portion of the conference.

If you are unable to participate in the call, you are invited to
listen to a replay of the conference by dialling 855-859-2056
(within North America) or 416-849-0833 (Toronto area and outside
North America) and quote ID#56717173.  The replay service will be
available until end of day Nov. 28, 2012.

The archived webcast will be available at
http://www.catalystpaper.com/investors

                        About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by C$315.4
million ($311 million) and reduce its cash interest expenses.
Catalyst also said it will continue to "operate and satisfy" its
obligations to customers, trade creditors, employees and retirees
in the ordinary course of business during the restructuring
process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As of Dec. 31, 2011, the Company had C$737.6 million in total
assets and C$1.35 million in total liabilities.

As reported by the TCR on July 2, 2012, Catalyst received approval
for its reorganization plan from the Supreme Court of British
Columbia.  The Company's second amended plan under the Companies'
Creditors Arrangement Act received 99% support from creditors.

As reported by the TCR on Sept. 17, 2012, Catalyst Paper has
successfully completed its previously announced reorganization
pursuant to its Second Amended and Restated Plan of
Compromise and Arrangement under the Companies' Creditors
Arrangement Act.


CENTRAL FALLS, RI: Moody's Upgrades G.O. Rating to 'B2'
-------------------------------------------------------
Moody's Investors Service has upgraded the City of Central Falls'
(RI) general obligation rating to B2 from Caa1, and revised the
outlook to positive, affecting $14.7 million in outstanding
general obligation bonds. Concurrently, Moody's has also affirmed
the city's Ba1 underlying rating and stable outlook on the Rhode
Island Health and Educational Building Corporation's (RIHEBC)
Series 2007B bonds, affecting $1.3 million in rated RIHEBC debt.

Summary Ratings Rationale

The upgrade to B2 reflects the city's successful emergence from
Chapter 9 bankruptcy following the adoption of a bankruptcy plan
in federal court. The bankruptcy process has resulted in a
significant reduction in the financial pressure related to
employee salaries, pensions and healthcare. The rating also
incorporates Moody's expectation that the city will continue to
make general obligation debt service payments, given the state law
creating a priority lien for general obligation bondholders and
the absence of challenges to the payments by other creditors.
Despite the city's exit from bankruptcy, it continues to face
significant challenges to restoring financial stability, including
budgetary pressure from growing expenditures and projected weak
revenue growth, including the recent loss of an annual PILOT
payment from the Wyatt Detention Center. The city also has a
limited and declining tax base characterized by weak socioeconomic
indicators, including the highest poverty rate in the state, and
an elevated debt burden.

The positive outlook reflects Moody's expectation that the city's
finances will continue to maintain structural balance, in line
with the bankruptcy plan and reflected in its six-year financial
projections. Moody's also expects the city to continue to fund
100% of its pension ARC, resulting in strengthening funded ratios
and reducing the city's unfunded pension liability.

The Ba1 rating and stable outlook assigned to RIHEBC's 2007B bonds
incorporates Central Falls' underlying general obligation rating
as well as the city's limited (6.6%) portion of the pooled debt. A
significant amount of debt service (34.22% of the pool) is
directly paid to RIHEBC by the State of Rhode Island's (GO rated
Aa2/negative outlook) and, in addition, the state can intercept
additional aid for the remainder of the participants' debt
service, providing strong additional security. Additional factors
incorporated in the RIHEBC rating are the strong mechanics,
included in the RIHEBC pool agreement and historic state support
for school construction projects. Proceeds from the 2007B bonds
were originally loaned to the four participating units of
government to fund various school capital improvement projects.

STRENGTHS

- Approval by the federal bankruptcy court of the city's
   bankruptcy plan and a lack of any challenges to the plan

- Reduced expenditures related to salaries and benefits as a
   consequence of the bankruptcy plan

- Active state oversight of the city's financial operations and
   cash flow with state legal default protection

- Implementation of city's six-year operating plan which
   balances budgets from fiscal 2013 through fiscal 2017

CHALLENGES

- Limited tax base and weak demographic profile

- Still-narrow financial position

- Large unfunded pension liabilities, despite significant
   reductions

- Reduced levels of state aid and statutory property tax levy    
   limitation

Outlook

The positive outlook reflects Moody's belief that the city's
financial operations will continue to improve, in line with its
finalized bankruptcy plan and six-year financial projections. The
outlook also contemplates that the city will continue to fund 100%
of their pension ARC, reducing the city's unfunded pension
liabilities in future actuarial valuations.

What Could Make The Rating Go Up:

- Successful transition to local control with some ongoing state
   oversight

- Maintenance of structurally balanced operations and adherence
   to the six year financial plan

- Improved funding for long-term liabilities

What Could Make The Rating Go Down:

- Deviation from the six-year financial plan that results in
   financial deterioration

- Inability to improve funding of long-term liabilities
   including pension and health care

- Significant increases in debt burden

Principal Methodologies

The principal methodologies used in this rating are General
Obligation Bonds Issued by U.S. Local Governments published in
October 2009 and Moody's Approach to Rating U.S. Municipal and
Not-For-Profit Pool Financings published in May 2010.


CIRCLE STAR: Engages Hawkeye for Hydrocarbons Analysis
------------------------------------------------------
Circle Star Energy Corp. has engaged Hawkeye Geosensing, Ltd., to
evaluate a high-graded subset of leases in Northwest Kansas.  
Specializing in geothermal analysis based upon digital spectral
satellite imaging, Hawkeye will provide Circle Star Energy an
analysis identifying potential areas of formation rock saturated
with hydrocarbons.

Company CEO Jeff Johnson stated, "Engaging Hawkeye is another
measure CRCL is undertaking to assist in garnering the best and
most accurate picture of the hydrocarbon landscape in Northwest
Kansas.  With each technical evaluation CRCL moves a step closer
to commencing drilling operations."

The high-graded acreage to be evaluated by Hawkeye was identified
as a result of the ongoing geological and engineering analysis
being conducted by the Company and its independent engineering
firm, LaRoche Petroleum Consultants, located in Dallas, Texas.

                         About Circle Star

Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas.  The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.

The Company reported a net loss of $11.07 million on $942,150 of
total revenues for the year ended April 30, 2012, compared with a
net loss of $31,718 on $0 of total revenues during the prior
fiscal year.

Hein & Associates LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a working capital deficit which raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at July 31, 2012, showed $8.36 million
in total assets, $4.46 million in total liabilities, and
$3.89 million in total stockholders' equity.


CLEAR CHANNEL: Bank Debt Trades at 16% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 83.73 cents-on-the-dollar during the week ended Friday,
Oct. 26, a drop of 2.13 percentage points from the previous week
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  The Company pays 365 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 30, 2016, and carries Moody's 'Caa1' rating and
Standard & Poor's 'CCC+' rating.  The loan is one of the biggest
gainers and losers among 193 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                       About Clear Channel

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

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

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

                        Bankruptcy Warning

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

                           *     *     *

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

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

The TCR also reported in October 2012 that Standard & Poor's
Ratings Services assigned Clear Channel's proposed $2 billion
priority guarantee notes due 2019 an issue-level rating of 'CCC+'
(the same level as the 'CCC+' corporate credit rating on the
parent company) and a recovery rating of '4', indicating its
expectation for
average (30% to 50%) recovery in the event of a payment default.

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

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


COLUMBIA LABORATORIES: Gets NASDAQ Bid Price Non-Compliance Letter
------------------------------------------------------------------
Columbia Laboratories Inc. received a letter on Oct. 24, 2012,
from the Nasdaq Stock Market indicating that the Company no longer
meets the minimum bid price requirement for continued listing on
the Nasdaq Global Market as set forth in Nasdaq Listing Rule
5450(a)(1).  The notice stated that the bid price of the Company's
common stock has closed below the required minimum $1.00 per share
for the previous 30 consecutive business days.  The Nasdaq notice
has no immediate effect on the listing of the Company's common
stock.

In accordance with Nasdaq rules, the Company has 180 calendar days
to regain compliance with the Rule.  If at any time before April
23, 2013, the bid price of Columbia's common stock closes at $1.00
per share or higher for a minimum of 10 consecutive business days,
Nasdaq will notify the Company that it has regained compliance
with the Rule.

In the event the Company does not regain compliance with the Rule
prior to April 23, 2013, Nasdaq will notify the Company that its
securities are subject to delisting.  However, the Company may be
eligible for additional time.  To qualify, the Company may apply
to transfer the listing of its common stock to the Nasdaq Capital
Market if it satisfies all criteria for initial listing on the
Nasdaq Capital Market, other than compliance with the minimum bid
price requirement.  If such application to the Nasdaq Capital
Market is approved, then the Company may be eligible for an
additional grace period.

The Company is considering actions that it may take in response to
this notification in order to regain compliance with the continued
listing requirements.

                    About Columbia Laboratories

Columbia Laboratories, Inc. is a publicly traded specialty
pharmaceutical company with a successful history of developing
proprietary, vaginally administered products for women's health
indications.  The Company receives sales and royalty revenues from
CRINONE(R) 8% (progesterone gel), which is marketed by Watson
Pharmaceuticals in the United States and by Merck Serono in 63
foreign countries.  Watson is pursuing approval in the U.S. of
progesterone gel to reduce the risk of preterm birth in women with
premature cervical shortening, and Columbia maintains its
financial interest in the product and its role in the companies'
Joint Development Committee.


DDR CORP: Moody's Affirms 'Ba1' Preferred Stock Rating
------------------------------------------------------
Moody's Investors Service affirmed the ratings of DDR Corp. and
revised the outlook to positive from stable. The revised outlook
reflects Moody's expectation that DDR will combine prudent growth
and upgrades in portfolio quality while lowering leverage,
augmenting its unencumbered portfolio and increasing fixed charge
coverage.

Ratings Rationale

"DDR has made meaningful improvements to portfolio quality while
simultaneously improving its credit profile to the point where
Moody's believes rating improvement should follow," said Chris
Wimmer, a vice president at Moody's.

DDR's liquidity coverage is supported by a $750 million credit
facility due February 2016 which is essentially undrawn and can be
meaningfully expanded at its option. As well, DDR's unencumbered
real estate as a percentage of gross real estate assets were 61.8%
as of 2Q12, consistent with other Baa-rated REITs. Moody's rates
DDR's geographic diversity as excellent as it includes a presence
in 39 states, Brazil and Puerto Rico. DDR maintains strong
relationships with various national retailers such as Target,
Walmart, Lowe's, Home Depot and Kohl's, which helps uphold solid
occupancy levels in the REIT's well-maintained assets. The company
is focused on building up its "Prime" portfolio which consists of
assets located in high-barrier-to-entry markets, which have a
strong portfolio mix, healthy tenant credit profiles and NOI
growth potential. Finally, Moody's notes the retail REIT's history
for making large leveraged acquisitions, but the current
management team has adopted a more deliberate and conservative
strategy such that this no longer represents a major credit
concern.

Moody's largest concerns with respect to DDR include its extensive
use of joint ventures, which tend to complicate the firm's
ownership and capital structures while diminishing transparency.
In addition, the firm has a debt to EBITDA ratio that is high at
8.0x and a fixed charge coverage that is low at 1.9x relative to
its rating. Finally, Internet sales increasingly threaten
storefront retail which could portend weaker sales for its
tenants.

DDR has achieved or is close to achieving each of the criteria
Moody's as set forth as necessary for an upgrade. Moody's would
raise DDR's ratings with effective leverage remaining below 50%,
net debt declining below 7.5x EBITDA and fixed charge coverage
rising above 2x. Moody's would also need to see ample availability
on DDR's lines of credit, as well as secured debt below 20% and
unencumbered assets remaining above 60% of gross assets on a
consolidated basis.

Should DDR experience reversals in its leverage metrics, such as
effective leverage above 50% and secured debt closer to 25% of
gross assets as well as net debt remaining above 8x EBITDA,
Moody's will likely return the outlook to stable. A fixed charge
coverage ratio below 1.8x would also affect the DDR's ratings
negatively. In addition, should the firm's tenants encounter any
meaningful weakness that Moody's believes would cause significant
stress on DDR's credit profile, it would cause downward pressure
on its ratings.

The following ratings were affirmed with a positive outlook:

DDR Corp. -- Baa3 senior unsecured; Ba1 preferred stock; (P)Baa3
senior debt shelf; (P)Ba1 subordinate debt shelf; (P)Ba1 preferred
stock shelf.

In its most recent rating action for DDR on April 8, 2011, Moody's
affirmed DDR's ratings and revised the outlook to stable from
negative.

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

DDR Corp (NYSE: DDR) is a retail REIT headquartered in Beachwood,
Ohio, and is an owner and manager of 459 value-oriented shopping
centers representing 117 million square feet in 39 states, Puerto
Rico and Brazil.


DELTA PETROLEUM: Fund Trustee Sues Investment Firm To Recover Fees
------------------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that the financial
professional who is chasing down money for energy investor Delta
Petroleum Corp. has filed a lawsuit against investment banking
firm Macquarie Capital USA Inc. to take back at least $1.1 million
in payments for services that, according to the suit, the company
didn't need.

                       About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors' restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Delta Petroleum won confirmation of its reorganization plan at a
hearing on Aug. 15.  Laramie Energy II LLC is the plan sponsor.
Delta Petroleum emerged from bankruptcy as Par Petroleum
Corporation.  At closing, Laramie and Par Petroleum contributed
their respective assets in Mesa and Garfield counties, Colorado,
to form a new joint venture called Piceance Energy, LLC.  Laramie
and Par Petroleum hold 66.66% and 33.34% ownership interests in
Piceance Energy, respectively

The Company reported a net loss of $470.04 in 2011, a net loss of
$194.01 million in 2010, and a net loss of $349.68 million in
2009.

At June 30, 2012, the Company's balance sheet showed $364.75
million in total assets, $342.01 million in total liabilities and
$22.74 million in total Delta stockholders' equity.


DIGITAL DOMAIN: Pomerantz Reminds Shareholders of Deadline
----------------------------------------------------------
The Pomerantz Firm reminded shareholders of Digital Domain Media
Group, Inc., of the securities class action against certain
officers and the managing underwriters of the Company's initial
public offering.

The class action, filed in the U.S. District Court, Southern
District of Florida, is on behalf of all persons who purchased
DDMGQ common stock between Nov. 18, 2011 and Sept. 6, 2012,
inclusive and/ or persons who purchased or otherwise acquired
DDMGQ common stock in or traceable to the Company's initial public
offering, which commenced on or about Nov. 18, 2011.  This class
action is brought under Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934 and Rule 10(b)-5 promulgated there under, and
Sections 11 and 15 of the Securities Act of 1933.

If you are a shareholder who purchased DDMGQ common stock during
the Class Period, you have until Nov. 19, 2012 to ask the Court to
appoint you as Lead Plaintiff for the class.  To discuss this
action, contact Robert S. Willoughby at rswilloughby@pomlaw.com or
888.476.6529 (or 888.4-POMLAW), toll free, x237.  Those who
inquire by e-mail are encouraged to include their mailing address
and telephone number.

DDMGQ is a digital production company which was founded in 1993.
The Company provides computer-generated animation and digital
visual effects for major motion picture studios and advertisers.

On May 16, 2011, DDMGQ filed the Registration Statement with the
SEC for its initial public offering, and on Nov. 18, 2011 the IPO
commenced.  The Company sold 4.92 million shares of its common
stock at an IPO price of $8.50 per share.  The gross proceeds of
the offering totaled $41.8 million.

The Complaint alleges that during the Class Period and in
connection with DDMGQ's IPO, the Company made misleading
statements and/or failed to disclose material facts about the
Company's ability to raise capital and fund its operations.  

Senior DDMGQ officers falsely reassured shareholders that the
Company would be able to meet its operating expenses, even though
the Company was faced with a substantial "burn rate" which
threatened its viability to continue as a going concern.

According to a Sept. 18, 2012 article in the Palm Beach Post,
DDMGQ had a long history of difficulties meeting its payroll which
went back to 2010.  According to the Post, the Company's Chief
Executive Officer ("CEO") "predicted a 'train wreck' in an email
to an investor in early 2010."  Moreover, the CEO concealed a Loan
Agreement for $10 million which he entered into at the time of the
IPO.  The loan was secured by the CEO's DDMGQ common shares and by
the CEO's personal properties.

The revelation of the DDMGQ's true financial condition culminated
in its filing for Chapter 11 bankruptcy on Sept. 11, 2012, less
than 10 months after its IPO.

The Pomerantz Firm -- http://www.pomerantzlaw.com/-- with offices  
in New York, Chicago and San Diego, is acknowledged as one of the
premier firms in the areas of corporate, securities, and antitrust
class litigation.  Founded by the late Abraham L. Pomerantz, known
as the dean of the class action bar, the Pomerantz Firm pioneered
the field of securities class actions.

                       About Digital Domain

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

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

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

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

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

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

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


DIVERSINET CORP: Incurs $655,000 Net Loss in Third Quarter
----------------------------------------------------------
Diversinet Corp. reported its third quarter 2012 results for the
period ended Sept. 30, 2012.

Revenues for the third quarter of 2012 increased 35% to US$451,000
from US$333,000 in the same year-ago period.  Revenues for the
nine months ended Sept. 30, 2012, increased 27% to US$1.2 million
from US$909,000 in the same period in 2011.

Revenues in the third quarter of 2012 included US$181,000 from the
Company's license and reseller agreement with Mihealth Global
Systems and US$138,000 from the University of Nebraska.

Net loss in the third quarter totaled US$655,000 or US$(0.02) per
share, an improvement from a net loss of US$1.1 million or
US$(0.03) per share in the same period last year.  Net loss for
the nine months ended Sept. 30, 2012, was US$3.2 million or
US$(0.07) per share, an improvement from a net loss of
US$3.9 million or US$(0.09) per share in the same period in 2011.

Cash used in operations for the third quarter was US$792,000
compared with US$1.1 million in the same period last year.  Cash
and cash equivalents were US$4.3 million at Sept. 30, 2012, as
compared to US$7.4 million at Dec. 31, 2011.

"Our secure and flexible mobile platform uses a unique system
based approach to design, build and customize enterprise-level
applications that drive patient engagement and care coordination,"
said Dr. Pak.  "We currently support 12,000+ users across our
existing customer base and look forward to adding new customer
relationships this quarter."

The Company's balance sheet at Sept. 30, 2012, showed
US4.8 million in total assets, US$615,610 in total current
liabilities, and total shareholders' equity of US$4.2 million.

"Although we have made progress in developing our solutions and
have completed initial customer deployments, our revenue from
operations has not been sufficient to cover our operating expenses
at present.  We have historically obtained funding for operations
from private placements, but there is no assurance we will be able
to do so again in the future or on terms favourable to the
Company, despite the progress of the business.  Our failure to
either raise capital when needed or to generate revenues would
leave us with insufficient resources to continue our business
beyond 12 months."

A copy of the press release for the quarter ended Sept. 30, 2012,
is available for free at http://is.gd/iusrqb

                      About Diversinet Corp.

Toronto, Ontario-based Diversinet Corp. (TSX Venture: DIV, OTC QB:
DVNTF) develops, markets and distributes mobile security
infrastructure solutions and professional services to the health
services, financial services, and software security marketplaces.

                           *     *     *

KPMG LLP, in Toronto, Canada, expressed substantial doubt about
Diversinet's ability to continue as a going concern, following its
audit of the Company's financial statements for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company incurred a significant loss from operations and used
significant amounts of cash in operating activities during 2011.




DYNEGY HOLDINGS: To Issue 6MM Shares Under 2012 Incentive Plan
--------------------------------------------------------------
Dynegy Inc. filed with the U.S. Securities and Exchange Commission
a Form S-8 registering 6.08 million shares of common stock
issuable under the Company's 2012 Long Term Incentive Plan.  The
proposed maximum offering price is $113.65 million.  A copy of the
prospectus is available for free at http://is.gd/nGLQUX

                           About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

A settlement, which has already been approved by the bankruptcy
court, provides for Dynegy Inc. and Holdings to merge and for the
administrative claim granted to Dynegy Inc. in the Holdings
Chapter 11 case to be transferred out of Dynegy Inc. for the
benefit of its shareholders.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Inc. is represented by White & Case LLP and advised by
Lazard Freres & Co. LLC.

Dynegy Inc. successfully completed its Chapter 11 reorganization
and emerged from bankruptcy October 1.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., remain under
Chapter 11 protection.

As of July 31, 2012, Dynegy Inc. had total assets of
$3.15 billion, total liabilities of $3.14 billion and total
stockholders' equity of $6.68 million.


FIBERTOWER CORP: Says FCC Can't Appeal License Injunction
---------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that
FiberTower Corp. says the Federal Communications Commission can't
appeal a bankruptcy judge's decision to issue an injunction
protecting FiberTower's spectrum license from termination by the
agency.

                   About FiberTower Corporation

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.


FIELD FAMILY: Creditors Have Until Nov. 19 to File Proofs of Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
established Nov. 19, 2012, as the deadline for any individual or
entity to file proofs of claim against Field Family Associates,
LLC.

                        About Field Family

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

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

The U.S. Trustee appointed a three-member creditors committee.  
Hangley Aronchick Segal Pudline & Schiller represents the
Committee.


FIRST BANKS: Reports $8.6 Million Net Income in Third Quarter
-------------------------------------------------------------
First Banks, Inc., reported net income of $8.68 million on
$50.53 million of interest income for the three months ended Sept.
30, 2012, compared with a net loss of $2.74 million on $56.70
million of interest income for the same period during the prior
year.

The Company reported net income of $22.65 million on $154.48
million of interest income for the nine months ended Sept. 30,
2012, compared with a net loss of $26.80 million on $178.76
million of interest income for the same period a year ago.

Terrance M. McCarthy, president and chief executive officer of the
Company, said, "The third quarter of 2012 represents our third
consecutive quarter of profitability, reflecting continued success
in overall asset quality improvement, increased origination
volumes in our mortgage division and continued implementation of
measures intended to improve our core earnings performance."

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

                        http://is.gd/xneccj

                         About First Banks

First Banks, Inc., is a registered bank holding company
incorporated in Missouri in 1978 and headquartered in St. Louis,
Missouri.  The Company operates through its wholly owned
subsidiary bank holding company, The San Francisco Company, or
SFC, headquartered in St. Louis, Missouri, and SFC's wholly owned
subsidiary bank, First Bank, also headquartered in St. Louis,
Missouri.

The Company's balance sheet at June 30, 2012, showed $6.56 billion
in total assets, $6.28 billion in total liabilities and $286.13
million in total stockholders' equity.


FONTAINEBLEAU LAS VEGAS: Nevada High Court Rules on Subrogation
---------------------------------------------------------------
In the bankruptcy case of Fontainebleau Las Vegas Holdings LLC,
the U.S. Bankruptcy Court for the Southern District of Florida
certified three questions to the Supreme Court of Nevada relating
to the viability of equitable subrogation and the enforceability
of contractual subordination against mechanic's lien claimants
under Nevada's mechanic's and materialman's lien statutes,
codified in NRS Chapter 108.  

In an en banc decision, the Nevada Supreme Court declined to
answer the first question, but decided to entertain questions two
and three because the answers may be determinative of part of the
federal case, there is no controlling Nevada precedent, and the
answers will help settle important questions of law.

The second question focuses on whether the doctrine of equitable
subrogation may be applied against mechanic's lien claimants, such
that a mortgage incurred after the commencement of work on a
project will succeed to the senior priority position of a
preexisting lien satisfied by the mortgagee, despite the existence
of intervening mechanics' liens.

The Nevada Supreme Court said NRS 108.225 is the controlling
authority in Nevada regarding the priority of mechanics' liens.  
It expressly provides that every other mortgage or encumbrance
imposed after the commencement of construction of a work of
improvement is subordinate and subject to the mechanics' liens
regardless of the recording dates of the notices of liens.  
Because principles of equity cannot trump an express statutory
provision, the High Court concluded that equitable subrogation
does not apply against mechanic's lien claimants.

The third question asks the Nevada Supreme Court to determine
whether contractual subordination agreements executed by
mechanic's lien claimants are enforceable.  Pursuant to NRS
108.2453 and NRS 108.2457, the Nevada Supreme Court concluded that
subordination agreements purporting to subordinate mechanics'
liens prospectively are not enforceable.  However, mechanic's lien
claimants may waive their statutorily protected rights when the
precise requirements of NRS 108.2457 are met.

Fontainebleau sought to construct and develop a $2.8 billion
hotel-casino resort with gaming, lodging, convention, and
entertainment amenities in Las Vegas, Nevada.  In 2005, Bank of
America, N.A., in its capacity as an administrative agent for a
syndicate of prepetition lenders, loaned Fontainebleau $150
million secured by a deed of trust in first priority position.
Over 300 contractors and suppliers started construction on the
Project, some of whom later asserted statutory mechanics' liens
against the property.

In 2007, Fontainebleau sought construction financing for the
Project, and Bank of America, as agent, agreed to loan
Fontainebleau $1.85 billion, to be dispersed in three stages.  As
partial security for the loan, Fontainebleau agreed to execute a
deed of trust in favor of Bank of America to be recorded in first
priority position.  The 2007 credit agreement included a provision
requiring the general contractor and subcontractors to subordinate
their liens to the Bank of America deed of trust.

Construction proceeded for a time, but at some point it appears
that Bank of America refused to advance further funds under the
existing loan commitments.  Work ceased, and Fontainebleau filed a
petition for Chapter 11 relief.  Eventually, the property was
sold, with the liens to attach to the proceeds, and the Chapter 11
reorganization proceeding was converted to a Chapter 7
liquidation.

Wilmington Trust FSB succeeded Bank of America as administrative
agent for the lenders.  In 2009, Wilmington Trust filed an
adversary proceeding in the bankruptcy court against a multitude
of contractors, subcontractors, and suppliers that have asserted
statutory mechanics' liens against the property.  The dispute
between Wilmington Trust and the various contractors and suppliers
over the priority of their respective liens on the property is at
the center of the bankruptcy court's certified questions.  In
particular, the bankruptcy court has sought a ruling from the
Nevada Supreme Court regarding the application of equitable
subrogation and contractual subordination in the context of the
mechanics' liens.  The bankruptcy court entered an order staying
the proceedings until resolution of the certified questions by the
state high court.

The Nevada Supreme Court Justice Kristina Pickering voluntarily
recused herself from participation in the decision of this matter.

A copy of the Nevada Supreme Court's Oct. 25, 2012 Opinion is
available at http://is.gd/5mm8mefrom Leagle.com.

The High Court case is, WILMINGTON TRUST FSB, AS ADMINISTRATIVE
AGENT, Appellant, v. A1 CONCRETE CUTTING & DEMOLITION, LLC; A
COMPANY PORTABLE RESTROOMS, INC., D/B/A A COMPANY, INC.; A TRACK-
OUT SOLUTION LLC; ABATIX ENVIRONMENTAL CORP., D/B/A ABATIX CORP.;
ABSOCOLD CORPORATION, D/B/A ECON APPLIANCE; ABSOLUTE METALS, LLC;
AHERN RENTALS, INC.; AIR DESIGN TECHNOLOGIES, LLC; AIR SYSTEMS,
INC.; AIRTEK PRODUCTS LLC; AK CONSTRUCTORS, INC.; ALABAMA METAL
INDUSTRIES CORPORATION; ALLEGHENY MILLWORK PBT, D/B/A ALLEGHENY
MILLWORK & LUMBER CO.; ALLEN DRILLING INC.; ALPINE STEEL LLC;
AMERICAN AIR BALANCE CO., INC.; AMERICAN CRANE & HOIST ERECTORS,
LLC; AMERICAN METAL FABRICATORS LLC; AMERICAN PACIFIC EXCAVATION
INC.; AMERICAN SAND & GRAVEL, LTD.; ANIXTER INC., D/B/A ANIXTER
INTERNATIONAL INC.; APEX CONCRETE CUTTING AND CORING, INC.;
ARCELORMITTAL INTERNATIONAL AMERICA, LLC; ARCHITECTURAL MATERIALS
INC., D/B/A AARON SMITH OF ARCHITECTURAL MATERIALS, INC.; ARCON
FLOORING, INC.; ARIZONA TILE, LLC; ATLAS CONSTRUCTION CLEANUP
INC.; ATLAS CONSTRUCTION SUPPLY, INC.; ATSS, INC., D/B/A ALLIED
TRENCH SHORING SERVICE TRAFFIC CONTROL SERVICE, INC.; AUSTIN
GENERAL CONTRACTING, INC.; AUSTIN HARDWOODS, INC.; AZ-PUS, INC.;
AZTECH INSPECTION SERVICES, LLC; BAKERSFIELD PIPE AND SUPPLY,
INC.; BERGMAN, WALLS, & ASSOCIATES, LTD.? ARCHITECTS; BESAM US,
INC., D/B/A BESAM ENTRANCE SOLUTIONS; BESAM WEST, INC., D/B/A
BESAM ENTRANCE SOLUTIONS; BOETHING TREELAND FARMS, INC.; BRADFORD
PRODUCTS, LLC; BROWN-STRAUSS STEEL SALES, INC.; BURKE ENGINEERING
CO.; C.R. LAURENCE CO., INC.; CADILLAC STONE WORKS, LLC;
CALIFORNIA FLEX CORPORATION; CALIFORNIA WHOLESALE MATERIAL SUPPLY,
LLC, D/B/A CALPLY DOOR SYSTEMS LV INC.; CARRARA MARBLE COMPANY OF
AMERICA; CASHMAN EQUIPMENT COMPANY; CCCS INTERNATIONAL LLC; CECO
CONCRETE CONSTRUCTION, LLC; CELLCRETE CORPORATION; CEMEX
CONSTRUCTION MATERIALS PACIFIC, LLC; CENTURY STEEL, INC.; CHEROKEE
ERECTING COMPANY, LLC; CITY ELECTRIC SUPPLY COMPANY; CLARK COUNTY
FENCE COMPANY, LLC; CLQTS, LLC, F/K/A COMPASS LOGISTICS; CMC
GROUP, LLC; CODALE ELECTRIC SUPPLY, INC.; COLLINGS INTERIORS, LLC;
COMMERCIAL SCAFFOLDING OF NEVADA, INC.; COMMERCIAL ROOFERS, INC.;
COMMUNICATIONS SUPPLY CORPORATION; CONCRETE CORING OF NEVADA,
INC.; CONSTRUCTION SEALANTS SUPPLY, INC.; CONSUMERS PIPE AND
SUPPLY CO.; CONTI ELECTRIC, INC.; CONTINENTAL GLASS & HARDWARE,
INC.; COPPER STATE BOLT & NUT COMPANY, INC.; CORESLAB STRUCTURES
(L.A.) INC.; CRESCENT ELECTRIC SUPPLY COMPANY, INC.; CUMMINS ROCKY
MOUNTAIN, LLC; CURTIS STEEL CO., INC.; CWCI INSULATION OF NEVADA
INC.; D&D STEEL, INC.; D'ALESSIO CONTRACTING, INC.; DAL-TILE
CORPORATION; DANA KEPNER COMPANY, INC.; DERR AND GRUENEWALD
CONSTRUCTION CO.; DESERT LUMBER LLC; DESERT PLUMBING & HEATING
CO., INC.; DESIGN SPACE MODULAR BUILDINGS, INC.; DIELCO CRANE
SERVICE, INC.; DIRECT PAVING & GRADING; DIRECT PAVING & GRADING,
LLC; DIVERSIFIED CONCRETE CUTTING, INC.; DIVERSIFIED CONSTRUCTION
SUPPLY, LLC; DOOR & HARDWARE MANAGEMENT, INC.; DOOR-KO, INC.; DSE
CONSTRUCTION, INC.; DUNN-EDWARDS CORPORATION; EAGLE ENTERPRISES OF
TN LLC; EAST IOWA DECKS SUPPORT, INC.; EBERHARD/SOUTHWEST ROOFING,
INC.; EGGERS INDUSTRIES, INC.; EIDS STEEL COMPANY, LLC;
ELMCO/FORD, INC., D/B/A ELMCO MECHANICAL LAS VEGAS; EM&C TRUCKING,
LLC; EMBASSY GLASS; EMBASSY STEEL; ENERGY PRODUCTS OF NEVADA,
INC.; EUGENIO PAINTING COMPANY; F. RODGERS CORPORATION; FASTENERS
INC. SOUTHWESTERN SUPPLY; FERGUSON ENTERPRISES, INC.; FF&E
PURCHASING ASSOCIATES, LLC; FISK ELECTRIC COMPANY; FLIPPIN'S
TRENCHING, LLP; FOUNTAIN SUPPLY COMPANY; FREHNER CONSTRUCTION
COMPANY, INC.; GALLAGHER-KAISER CORPORATION; GARRETT MATERIALS,
LLC, D/B/A GARRETT MATERIALS PROBUILD; GENERAL SUPPLY & SERVICES,
INC., D/B/A GEXPRO; GEO CELL SOLUTIONS, INC., F/K/A GEO CELL
SOLUTIONS, LLC; GEORGE M. RAYMOND CO.; GILLETTE CONSTRUCTION, LLC;
GIROUX GLASS, INC.; GLENN RIEDER, INC.; GLOBAL SERVICES OF NEVADA,
INC.; GRAM INSTALLATION INC.; GRAYBAR ELECTRIC COMPANY, INC.; H&E
EQUIPMENT SERVICES, INC.; HALTON CO.; HAMMOND CAULKING, INC.;
HAMPTON TEDDER ELECTRIC COMPANY; HAMPTON TEDDER TECHNICAL
SERVICES; HARRINGTON INDUSTRIAL PLASTICS, LLC; HARSCO CORPORATION,
D/B/A PATENT CONSTRUCTION SYSTEMS; HD SUPPLY CONSTRUCTION SUPPLY,
LIMITED PARTNERSHIP, D/B/A HD SUPPLY INC.; HD SUPPLY WATERWORKS,
LP; HD SUPPLY WATERWORKS, LP, D/B/A HD SUPPLY WATERWORKS PC
REGION; HD SUPPLY WATERWORKS, LP, D/B/A HD SUPPLY WHITE CAP;
HEATING AND COOLING SUPPLY, INC.; HELOU & SONS, INC., D/B/A HELOU
CONSTRUCTION, INC.; HENRI SPECIALTIES CO., INC., OF NEVADA;
HERSHBERGER BROS. WELDING, INC.; HERTZ EQUIPMENT RENTAL
CORPORATION; HILTI, INC.; HOTZ, LLC, D/B/A DRI-DESIGN; IBA
CONSULTANTS WEST, LLC; IDEAL MECHANICAL, INC.; ILLUMINATING
CONCEPTS, LTD.; INNCOM INTERNATIONAL, INC.; INSTEEL, LLC;
INSULFOAM LLC; INSULPRO PROJECTS, INC., D/B/A GALE BUILDING
PRODUCTS; INTEGRATED MECHANICAL GROUP, LLC, D/B/A IMG MECHANICAL
GROUP; INTERMOUNTAIN LOCK & SUPPLY CO., D/B/A INTERMOUNTAIN LOCK &
SECURITY; ITAL STONE, INC.; J&J ENTERPRISES SERVICES, INC.; J.F.
DUNCAN INDUSTRIES, INC., D/B/A DURAY; J.B.A. CONSULTING ENGINEERS,
INC.; JANIS SERVICES WEST, LLC; JENSEN ENTERPRISES, INC., D/B/A
JENSEN PRECAST; JOHN A. MARTIN & ASSOCIATES OF NEVADA, INC.;
JOHNSON CONTROLS, INC.; ENGINEERED EQ. & SYSTEMS CO.; JOHNSON
CONTROLS, INC., D/B/A JPRA ARCHITECTS, P.C.; JS&S, INC.; K&K
CONSTRUCTION SUPPLY, INC.; KCG, INC., D/B/A REW MATERIALS; KEENAN,
HOPKINS, SUDER & STOWELL CONTRACTORS, INC.; KELLY'S PIPE & SUPPLY
CO., INC.; KIMLEY-HORN AND ASSOCIATES, INC.; KNORR SYSTEMS, INC.;
L&P INTERIORS, LLC; L&W SUPPLY CORPORATION, D/B/A CALPLY; L.A.
NEVADA, INC., D/B/A G&G SYSTEMS; LALLY STEEL, INC.; LANGAN
ENGINEERING & ENVIRONMENTAL SERVICES, INC.; LAS VEGAS AWNINGS,
LLC; LAS VEGAS PAVING CORPORATION; LAS VEGAS ROOFING SUPPLY, LLC;
LAS VEGAS WINDUSTRIAL CO.; LEWIS CRANE & HOIST, LLC; LOCHSA, LLC,
D/B/A LOCHSA ENGINEERING; LONE MOUNTAIN EXCAVATION & UTILITIES,
LLC; LUKZ TRUCKING, INC.; LVI ENVIRONMENTAL OF NEVADA, INC.; M&H
BUILDING SPECIALTIES, INC.; MAC ARTHUR CO.; MARNELL MASONRY, INC.;
McKEON DOOR OF NEVADA, INC.; MECHANICAL INSULATION SPECIALISTS;
MECHANICAL PRODUCTS NEVADA, INC.; MECHANICAL SYSTEMS WEST, INC.;
MERLI CONCRETE PUMPING OF NEVADA, INC.; METAL-WELD SPECIALTIES,
INC.; MIDWEST DRYWALL CO., INC.; MIDWEST PRO PAINTING, INC.;
MIGHTY CRANE SERVICE, LLC; MITCHELL CONSTRUCTION SERVICES, INC.,
D/B/A WESTERN DIAMOND; MODERNFOLD OF NEVADA, LLC; MOJAVE ELECTRIC
COMPANY, LLC, A/K/A WEST EDNA ASSOCIATES, D/B/A MOJAVE ELECTRIC,
INC.; MORRIS-SHEA BRIDGE COMPANY, INC.; MUNDEE TRUCKING, INC.;
NEDCO SUPPLY; NES RENTALS HOLDINGS, INC., D/B/A NES RENTALS;
NEVADA CONSTRUCTION CLEAN-UP; NEVADA READY MIX CORPORATION; NORMAN
S. WRIGHT MECHANICAL EQUIPMENT CORPORATION; NOVA ENGINEERING AND
ENVIRONMENTAL OF NEVADA, INC., F/K/A OWENS GEOTECHNICAL INC.;
OLDCASTLE GLASS, INC., D/B/A OLDCASTLE GLASS WRIGHT CITY; OLSON
PRECAST COMPANY; ORECO DUCT SYSTEMS, INC.; OSSIS IRON WORKS; P&S
METALS; PACIFIC COAST STEEL, INC.; PACIFIC INSULATION COMPANY;
PACIFIC STAIR CO.; PAHOR MECHANICAL CONTRACTORS, INC.; PAP
MATERIAL HANDLING, INC., A/K/A PAP MATERIAL HOLDING, D/B/A PAP
RENTS; PAR ELECTRICAL CONTRACTORS, INC.; PARAMOUNT MANAGEMENT
ENTERPRISES, LTD.; PARAMOUNT SCAFFOLD, INC.; PARTITION
SPECIALTIES, INC.; PAUL BEBBLE & ASSOCIATES, INC.; PDM STEEL
SERVICE CENTERS, INC.; PENHALL COMPANY; PERFORMANCE CONTRACTING,
INC.; POTTER ROEMER; POWELL CABINET & FIXTURE CO.; PREMIER STEEL,
INC.; PRIMARY STEEL, INC.; PRIME CONTRACTING, INC., D/B/A PRIME
GRADING & PAVING; PRIME FABRICATION & SUPPLY; QED, INC.; QTS
LOGISTICS, INC., D/B/A QUALITY TRANSPORTATION SERVICES OF NEVADA,
INC.; QUALITY CABINET AND FIXTURE COMPANY; QUALITY TRANSPORTATION
SERVICES OF NEVADA, INC.; QUICK CRETE PRODUCTS CORP.; RAM
CONSTRUCTION SERVICES OF MICHIGAN, INC.; RAMON FERNANDEZ, AS
ADMINISTRATOR OF THE ESTATE OF ANA FERNANDEZ; RAUL ESCOBEDO; RC
WHITE CONSULTING, INC.; READY MIX, INC., D/B/A READY MIX CONCRETE;
RED MOUNTAIN MACHINERY COMPANY; RELIABLE STEEL, INC.; REPUBLIC
CRANE, LLC; RJF INTERNATIONAL CORP.; ROADSAFE TRAFFIC SYSTEMS,
INC., F/K/A NES TRAFFIC SAFETY LP; ROCKWAY PRECAST, INC.;
RONCELLI, INC.; RSC EQUIPMENT RENTAL, INC.; SAFE ELECTRONICS,
INC.; SAFEWORKS LLC; SC STEEL, INC.; SIERRA GLASS & MIRROR, INC.;
SILVER STATE MARBLE, LLC; SILVERADO ASSOCIATES, LLC; SMALLEY &
COMPANY; SMITH PIPE & STEEL COMPANY (WHICH WILL DO BUSINESS IN
CALIFORNIA AS CAZ STEEL COMPANY); SMK, INC.; SOUTHERN NEVADA
PAVING, INC.; SOUTHWEST IRON WORKS, LLC; SQUIRES LUMBER COMPANY;
STARLITE CONSTRUCTION, INC., D/B/A SHAWMUT DESIGN & CONSTRUCTION;
STEEL ENGINEERS, INC.; STEEL STRUCTURES, INC.; STEELMAN PARTNERS,
LLP; STERLING CORPORATE CUSTOM ELEVATOR INTERIORS; STETSON
ELECTRIC, INC.; STINGER WELDING, INC.; STONE CONNECTION, LLC,
D/B/A SAMFET; STRIPING SOLUTIONS, INC.; SUMMIT EXCAVATION, INC.;
SUMMIT SAND & GRAVEL, INC.; SUNBELT RENTALS, INC.; SUNSTATE
EQUIPMENT CO., LLC; SUPERIOR TILE & MARBLE, INC.; SYRACUSE
CASTINGS WEST CORP.; T. NICKOLAS CO.; TECHNIC OAT MANAGEMENT,
INC.; THE GLIDDEN COMPANY, D/B/A ICI PAINTS; THE PENTA BUILDING
GROUP, LLC; THE SHERWIN-WILLIAMS COMPANY; THE SOUTHWEST CIRCLE
GROUP, INC.; THE WINROC CORPORATION (NEVADA); THYSSEN ELEVATOR
CORPORATION; THYSSENKRUPP SAFWAY, INC., D/B/A SAFWAY SERVICES INC.
(LV); THYSSENKRUPP SAFWAY, INC.; TMCX NEVADA, LLC; TOMARCO
CONTRACTOR SPECIALTIES, INC.; TOTTEN TUBES, INC.; TRACTEL, INC.;
TRACY & RYDER LANDSCAPE, INC.; TRENCH PLATE RENTAL CO.; TRI-POWER
GROUP, INC.; ULMA FORM-WORKS, INC.; UNION ERECTORS, LLC; UNITED
RENTALS GULF, LLC; UNITED RENTALS NORTHWEST, INC.; UNIVERSAL
PIPING, INC.; VALLEYCREST LANDSCAPE DEVELOPMENT, INC.; VENTURA
MARBLE, LLC; VFC, INC.; W&W STEEL, LLC OF NEVADA; W.R. GRACE &
CO.-CONN., D/B/A GRACE CONSTRUCTION PRODUCTS; WACO INTERNATIONAL
(WEST), INC., D/B/A WACO SCAFFOLDING & EQUIPMENT; WALNUT
INVESTMENT CO, LLC, D/B/A ACOUSTICAL MATERIAL SERVICES; WARD &
HOWES ASSOCIATES, LTD.; WASHOUT SYSTEMS, LLC; WATER FX, LLC; WELLS
CARGO, INC.; WHITE CAP CONSTRUCTION SUPPLY, INC.; WILLIAMS FURNACE
CO.; WINTER COMPOSITES, LLC; YOUNG ELECTRIC SIGN COMPANY; YWS
ARCHITECTS, LLC; ZETIAN SYSTEMS, INC.; Z-GLASS, INC., D/B/A Z WALL
INC.; Z-GLASS, INC.; AND JMB CAPITAL PARTNERS MASTER FUND LLP, AS
ASSIGNEE OF ALL CLAIMS HELD BY ASSIGNOR LIEN CLAIMANTS ADERHOLDT
SPECIALTY COMPANY, INC., AMI HOSPITALITY, LLC, A/K/A ARCHITECTURAL
MATERIALS INCORPORATED, BOMBARD ELECTRIC, LLC, BOMBARD MECHANICAL,
LLC, COLASANTI SPECIALTY SERVICES, INC., DESERT FIRE PROTECTION,
PEREGRINE INSTALLATION, CO., AND WARNER ENTERPRISES, INC., D/B/A
SUN VALLEY ELECTRIC SUPPLY CO., Respondents, No. 56452 (Nev.).

                   About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was
planned as a hotel-casino on property along the Las Vegas Strip.
Its developer, Fontainebleau Las Vegas Holdings LLC and
affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead
Case No. 09-21481) on June 9, 2009.  Scott L Baena, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, represented the Debtors
in their restructuring effort.   Kurtzman Carson Consulting LLC
served as the Debtors' claims agent.  Attorneys at Genovese
Joblove & Battista, P.A., and Fox Rothschild, LLP, represented the
Official Committee of Unsecured Creditors.  Fontainebleau Las
Vegas LLC estimated more than $1 billion in assets and debts,
while each of Fontainebleau Las Vegas Capital Corp. and
Fontainebleau Las Vegas Holdings LLC estimated less than $50,000
in assets.

In February 2010, Icahn Enterprises L.P. acquired Fontainebleau
for roughly $150 million.  The bankruptcy case was subsequently
converted to Chapter 7.  Soneet R. Kapila has been named the
trustee for the Chapter 7 case of Fontainebleau Las Vegas.

Bankruptcy Creditors' Service, Inc., publishes Fontainebleau
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Fontainebleau Las Vegas Holdings, LLC, and its debtor-
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


FRIENDSHIP DAIRIES: Committee Taps Mullin Hoard as Local Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 case of Friendship Dairies to retain Mullin, Hoard &
Brown as local counsel.

William T. Neary, U.S. Trustee for Region 6 appointed six
creditors to serve in the Creditors Committee:

      1. Dwight Smith, chairman
         Gavilon, LLC
         Eleven ConAgra Drive, MS 11-160
         Omaha, NE 68102
         Tel: (402) 889-4117
         Fax: (402) 221-0348
         E-mail: dwight.smith@gavilon.com

      2. Wes Mahlberg
         Commodity Specialists Company
         920 Second Ave. South, Suite 850
         Minneapolis, MN
         Tel: (612) 330-09101
         Fax: 612-330-9840
         E-mail: wmahlberg@csc-world.com

      3. Greg Keibel
         Alta Genetics USA, Inc.
         1-263090 Range Road II
         Rocky View County, Alberta
         T4B 2T3 Canada

      4. John Link
         Link Feed Ingredients
         1712 Plains Avenue
         Hereford, TX 79045-3712

      5. Jameson Eisenmenger
         GEA Westfaliasurge West
         1880 Country Farm Road
         Naperville, IL 60563

      6. Leo Vander Hulst
         Southland Dairy Equipment
         173 East Darby Road
         Dexter, NM 88230

                     About Friendship Diaries

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Debtor operates a dairy near Hereford, Deaf Smith County,
Texas.  The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C. serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.


FRIENDSHIP DAIRIES: Wants to Hire Johnson Miller as Accountant
--------------------------------------------------------------
Friendship Dairies asks the U.S. Bankruptcy Court for the Northern
District of Texas for permission to employ Mike Wischkaemper and
the accounting firm of Johnson, Miller & Co. as accountants in the
proceeding.

Mr. Wischkaemper has been Debtor's certified professional
accountant since 2003, over which time Mr. Wischkaemper has
provided general accounting services, including bookkeeping and
tax return and financial statement preparation.

Mr. Wischkaemper's hourly rate is $260, and associate accountants
charge $80 to $150 per hour.

Other than a balance of $79,137 for prepetition services, Johnson,
Miller & Co., represents no interest adverse to Debtor as debtor-
in-possession or to the estate in the matters upon which it is to
be engaged.

                     About Friendship Diaries

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor estimated assets and debts of $10 million to $50 million.
The Debtor operates a dairy near Hereford, Deaf Smith County,
Texas.  The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C. serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.


GATEHOUSE MEDIA: Bank Debt Trades at 66% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 33.95 cents-
on-the-dollar during the week ended Friday, Oct. 26, an increase
of 0.20 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Feb.
27, 2014, and carries Moody's 'Ca' rating and Standard & Poor's
'CCC-' rating.  The loan is one of the biggest gainers and losers
among 193 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                       About GateHouse Media

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

Gatehouse Media, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.86 million on $128.76 million of total revenues for the
three months ended July 1, 2012, compared with a net loss of $5.06
million on $134.39 million of total revenues for the three months
ended June 26, 2011.

The Company reported a net loss of $16.23 million on $248.77
million of total revenues for the six months ended July 1, 2012,
compared with a net loss of $23.25 million on $254.21 million of
total revenues for the six months ended June 26, 2011.

The Company's balance sheet at July 1, 2012, showed $487.40
million in total assets, $1.31 billion in total liabilities, and a
$823.09 million total stockholders' deficit.

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's ability to make payments on its indebtedness as required
depends on its ability to generate cash flow from operations in
the future.  This ability, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory
and other factors that are beyond the Company's control.


GLOBAL TEL*LINK: S&P Affirms 'B' Corp. Credit Rating; Outlook Pos
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Mobile, Ala.-based prison phone provider Global
Tel*Link Corp. "We also affirmed the 'B' issue-level rating on the
company's senior secured credit facilities. The '3' recovery
rating remains unchanged and indicates our expectation for
meaningful (50% to 70%) recovery in the event of payment default,"
S&P said.

"At the same time, we revised the rating outlook on GTL to
positive from stable, indicating there is a one-third or greater
possibility of an upgrade overall the next year," S&P said.

"GTL's leverage has improved to 5.2x for the 12 months ended June
30, 2012, from 5.8x at the end of 2011 and we expect leverage to
further decline to below 5x by the end of 2012. "Our outlook
revision to positive from stable reflects our view that the
company could improve leverage to the mid-4x area over the next 12
months, given debt repayments to date, and likely modest EBITDA
growth over the next year from cost reductions, augmenting savings
the company has already achieved from past acquisitions," said
Standard & Poor's credit analyst Catherine Cosentino. However, we
believe leverage improvement could be tempered by potential
shareholder distributions, which the company has periodically
provided," S&P said.

"The ratings on GTL reflect the company's 'aggressive' financial
risk profile and what we consider a 'weak' business risk profile.
GTL's niche focus on a mature market, recent revenue declines
(primarily stemming from a higher concentration of local calls,
which have lower prices), as well as some historical call volume
declines, outweigh the company's largely recurring revenue
business based on multi-year contracts with prisons," S&P said.

"We could raise the rating over the next year if the company is
able to achieve leverage of 4.5x or lower. However, we would also
have to determine that this improvement is sustainable, even if
GTL chooses to make a distribution to shareholders, which we
believe is likely given its historic financial policy. For
example, under our base-case assumptions, if the company made a
distribution to shareholders of no greater than $40 million, it
could still achieve leverage in the mid-4x area for 2013.
Conversely, we could revise the outlook back to stable if
distributions to shareholders in 2013 exceed $120 million because
this would result in leverage rising above 5x," S&P said.


GREEN ENERGY: Obtains FINRA OK for 1-for-10 Reverse Stock Split
---------------------------------------------------------------
Green Energy Management Services Holdings, Inc., has received
approval from the Financial Industry Regulatory Authority to
effectuate a 1-for-10 reverse stock split of all of the Company's
issued and outstanding shares of common stock.  The Company's
Board of Directors set Monday, Oct. 15, 2012, as the effective
date for the reverse stock split under the corporate law of the
State of Delaware.  According to FINRA's approval, the 1-for-10
reverse stock split will take effect in the market at the open of
business on Tuesday, Oct. 16, 2012.  On Oct. 16, 2012, the
Company's trading symbol will be "GRMSD".  That extra "D" will
remain for 20 business days after which the trading symbol will
revert to GRMS.

After the reverse stock split becomes effective, every 10 shares
of the pre-split issued and outstanding shares of Company common
stock, par value 0.0001 per share, will automatically be converted
into one post-split share of Company common stock, without any
change in the par value of the shares, and without a corresponding
reduction of the number of shares of common stock the Company is
authorized to issue.  All fractional shares will be rounded up.  
In addition, Company shares of common stock will continue to trade
on the OTC Market under the symbol "GRMS", but with the letter "D"
added to the end of the trading symbol for a period of 20 business
days as an indication that a reverse stock split has occurred.

The Company's transfer agent, Computershare Trust Company, N.A.,
will act as exchange agent for the reverse stock split.  All
records of Computershare Trust Company relating to the Company
will be updated to reflect the reverse stock split.  Computershare
Trust Company will provide shareholders of record as of the
Effective Date of the reverse stock split with further
instructions on the exchange of their current certificates.
Stockholders who hold their shares through a brokerage account
will be contacted by the banks or brokers with any relevant
instructions.

Ronald P. Ulfers, Jr., Chairman, President and CEO of the Company,
stated, "Before determining to proceed with this reverse stock
split, the Board of Directors and the management of the Company
carefully considered a number of factors, including the current
trading price, appropriate time to effect the reverse stock split,
stock volatility, current market and economic conditions, as well
as the Company's future plans.  The reverse split will increase
the per share trading price of the Company's common stock, thus
making it more appealing to a broader range of investors, while at
the same time the intrinsic value of the Company will remain the
same.  This, along with the changes that the new management team
has been working on since last year will hopefully attract long
term investors whose primary desire is to prosper, as the Company
moves forward with its energy efficiency and energy management
business."

                        About Green Energy

Baton Rouge, Louisiana-based Green Energy Management Services
Holdings, Inc., is a full service energy management company.  GEM
provides its clients all forms of energy efficiency solutions
mainly based in two functional areas: energy efficient lighting
upgrades and efficient water utilization.  GEM is currently
primarily involved in the distribution of energy efficient light
emitting diode ("LED") units (the "Units") to end users who
utilize substantial quantities of electricity.  GEM is also
currently involved in the initial stages of customer installation
of its Water Management System.  GEM structures its contracts
with no upfront or maintenance costs to its customers and shares
in the achieved energy, water utilization and maintenance
savings.

In its audit report for the 2011 results, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Green Energy
Management Services Holdings' ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses from operations.

The Company reported a net loss of $19.25 million on $116,550 of
revenue for 2011, compared with a net loss of $1.91 million on
$291,311 of revenue for 2010.

The Company's balance sheet at March 31, 2012, showed $1.40
million in total assets, $4.12 million in total liabilities, all
current, and a $2.71 million total stockholders' deficit.


HAWKER BEECHCRAFT: U.S. Trustee Objects to Legal Fees
-----------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that a bankruptcy watchdog is balking at the legal fees rung up by
team of professionals advising Hawker Beechcraft Inc., which has
lost more than $200 million and has seen a potential sale to a
Chinese aircraft maker scuttled since seeking Chapter 11
protection less than six months ago.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee's
financial advisor is FTI Consulting, Inc.


HAWKER BEECHCRAFT: Bank Debt Trades at 42% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 58.29 cents-on-
the-dollar during the week ended Friday, Oct. 26, a drop of 5.36
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
March 26, 2014.  The loan is one of the biggest gainers and losers
among 193 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                      About Hawker Beechcraft

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

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

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

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

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

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

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

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

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

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


INTERMETRO COMMUNICATIONS: Joshua Touber Holds 12.3% Equity Stake
-----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Joshua Samuel Touber disclosed that, as of
Oct. 12, 2012, he beneficially owns 10,450,475 shares of common
stock of InterMetro Communications, Inc., representing 12.28% of
the shares outstanding.  Mr. Touber previously reported beneficial
ownership of 8,486,317 common shares or a 11.3% equity stake as of
Feb. 28, 2011.  A copy of the amended filing is available for free
at http://is.gd/98Eoii

                         About InterMetro

Simi Valley, Calif.-based InterMetro Communications, Inc.,
-- http://www.intermetro.net/-- is a Nevada corporation which
through its wholly owned subsidiary, InterMetro Communications,
Inc. (Delaware), is engaged in the business of providing voice
over Internet Protocol ("VoIP") communications services.

The Company's balance sheet at June 30, 2012, showed $3.3 million
in total assets, $16.4 million in total liabilities, and a
stockholders' deficit of $13.1 million.

As reported in the TCR on April 3, 2012, Gumbiner Savett Inc., in
Santa Monica, California, expressed substantial doubt about
InterMetro's ability to continue as a going concern, following its
report on the Company's financial statements for the year ended
Dec. 31, 2011.  The independent auditors noted that the Company
incurred net losses in previous years, and as of Dec. 31, 2011,
the Company had a working capital deficit of approximately
$12,696,000 and a total stockholders' deficit of $13,274,000.  The
Company anticipates that it will not have sufficient cash flow to
fund its operations in the near term and through fiscal 2012
without the completion of additional financing.


JETSTAR PARTNERS: Madison J-Star Says Plan Outline Outdated
-----------------------------------------------------------
Madison J-Star, Ltd. formerly known as Symetra Life Insurance
Company, a secured creditor, asks the U.S. Bankruptcy Court for
the Northern District of Texas to deny approval of the Disclosure
Statement explaining Jetstar Partner, Ltd.'s Reorganization Plan.

According to Madison, the Debtor's Plan is premised upon the sale
of its physical assets or continued operations and funds generated
from its leases on the Irving Property -- the Debtor's principal
which asset consisted of an office complex.  However, the proposed
sale of the Irving Property fell through, the automatic stay has
been lifted, and Madison has foreclosed its lien against the
Irving Property and other property.  In addition, Madison is
pursuing its rights in the cash collateral currently held by the
Debtor.

Madison thus says the information contained in the Disclosure
Statement is outdated and materially misleading as it describes
transactions and operations which now cannot and will not occur.  
Moreover, the Disclosure Statement fails to describe the lifting
of the automatic stay, the foreclosure or the effect those events
have on the assets of the Debtor, the Debtor's plans for
reorganization, and the prospects of the Debtor to pay the claims
against the bankruptcy estate.

As reported in the TCR on July 26, 2012, the U.S. Trustee for
Region 6, earlier opposed approval of the Disclosure Statement
dated June 5, 2012.  According to the U.S. Trustee, the Disclosure
Statement and Plan were not proposed in good faith.  It noted that
the documents were filed two days after the Debtor's primary
secured lender moved for stay relief.  The Plan is not feasible
because its treatment of creditors is vague and undefined, the
U.S. Trustee pointed out.

                       The Chapter 11 Plan

According to the Disclosure Statement, the Reorganized Debtor will
make all distributions required under the Plan.  The Reorganized
Debtor will continue to operate using the funds generated from its
leases and no exit financing will be obtained.

The Plan terms include:

   1. Symetra, estimated to have an allowed claim of
      $7.61 million, will be paid the full amount of the claim
      within 30 days of the closing of the sale of the real
      property securing the claim.

   2. Holders of secured tax claims will recover 100% of their
      allowed claims, but "potentially paid over time"

   3. Holders of other secured claims are unimpaired.

   4. Holders of convenience clams, i.e. small unsecured claims
      aggregating $42,000, will recover 80% of their allowed
      claims.

   5. Holders of other general unsecured claims will recover 10%
      of allowed claim, but paid over time.  They will be paid
      interest at a rate not to exceed 5% and the monthly payment
      of principal and interest would not exceed $1,000.

   6. Holders of interests will retain any property on account of
      the interests.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/JETSTAR_PARTNERS_ds.pdf

                      About Jetstar Partners

Jetstar Partners, Ltd., was formed on Oct. 14, 1999, for the
purpose of owning and developing real property in Dallas County,
Texas.  Jetstar owns and operates certain real property in Irving,
Dallas County.  Collinternational IV, Inc., a Texas corporation,
is the sole general partner of Jetstar.

Jetstar Partners, Ltd., filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-31444) on March 5, 2012.  In its
schedules, the Debtor disclosed $11,435,476 in total assets and
$7,860,399 in total liabilities.  Judge Harlin DeWayne Hale
oversees the case.

According to the Disclosure Statement, the Reorganized Debtor will
make all distributions required under the Plan.  The Reorganized
Debtor will continue to operate using the funds generated from its
leases and no exit financing will be obtained.


KEYPOINT GOVERNMENT: Moody's Assigns 'B2 CFR/PDR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned a first-time Corporate Family
Rating (CFR) of B2 and Probability of Default Rating (PDR) of B3
to KeyPoint Government Solutions, Inc. following its dividend
recapitalization transaction. Moody's also assigned a B2 rating to
the company's proposed $160 million first lien credit facility
consisting of a $150 million term loan and a $10 million revolver.
The rating outlook is stable.

Proceeds from the proposed financing will be used to repay
existing debt and fund a dividend to shareholders, including
private equity sponsor Veritas Capital.

Assignments:

   Issuer: KeyPoint Government Solutions, Inc.

   Corporate Family Rating of B2

   Probability of Default Rating of B3

   Proposed $10 million senior secured revolving credit facility
   due 2017 at B2 (LGD3, 34%)

   Proposed $150 million senior secured term loan due 2017 at B2
   (LGD3, 34%)

   Stable rating outlook

The ratings are contingent upon the receipt and review of final
documentation.

Rating Rationale

The B2 CFR reflects KeyPoint's small scale, high leverage pro-
forma for the recapitalization transaction, heavy concentration of
revenue with the Office of Personnel Management (OPM) and
aggressive financial policy. The rating benefits from the relative
stability of demand for federal employee and contractor security
clearance, KeyPoint's reported market position as a number two
provider of clearance services to the OPM, and good interest
coverage and liquidity. Additionally, the rating incorporates
Moody's view that demand for security clearance services is less
vulnerable to budget cuts than other government services because
security clearance is a requirement for government employees and
contractors.

The B2 ratings on the proposed $160 million credit facilities
reflect their first priority lien on substantially all assets of
the company and its domestic subsidiaries, and upstream guarantees
by all existing and future domestic subsidiaries.

The stable outlook reflects Moody's expectations for double-digit
earnings improvement in 2013 as KeyPoint benefits from an
increased OPM contract caseload and capitalizes on the sizeable
personnel investment made during 2012, followed by normalized
earnings growth in the low- to mid-single digit range in future
years. Moody's anticipates that KeyPoint will generate modest
levels of free cash flow and maintain good liquidity.

KeyPoint's ratings could be downgraded if the company does not
reduce debt/EBITDA below 4.0 times in the next 12 to 18 months and
sustain leverage at or below that level. Negative ratings pressure
would also arise if financial policies become aggressive, if
KeyPoint loses market share, or its margins or liquidity
deteriorate.

An upgrade is unlikely in the near term and would require an
increase in the company's scale and end market diversity, and a
demonstrated willingness to maintain a conservative financial
policy, including the use of free cash flow for debt reduction.

The principal methodology used in rating KeyPoint Government
Solutions, Inc was the Global Aerospace and Defense Industry
Methodology published in July 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.

KeyPoint Government Solutions, Inc. (KeyPoint) provides background
security clearance and other services to US government agencies.
Revenue for the twelve months ended June 30, 2012 was
approximately $126 million. KeyPoint has been controlled by
private equity sponsor Veritas Capital since a leveraged buyout in
2009.


KEYPOINT GOVERNMENT: S&P Gives 'B' Corp Credit Rating; Outlook Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Loveland, Colo.-based KeyPoint
Government Solutions Inc. The outlook is negative.

"At the same time, we assigned our preliminary 'B' issue-level
rating to the company's proposed $160 million senior secured
credit facility, consisting of $10 million revolving credit
facility and $150 million first-lien term loan facility. The
preliminary recovery rating is '3', which indicates our
expectation of meaningful recovery (50% to 70%) for lenders in the
event of a payment default or bankruptcy. The ratings are based on
proposed terms and are subject to review upon receipt of final
documentation," S&P said.

"The ratings on KeyPoint Government Solutions reflect our analysis
that the company's business risk profile will remain 'vulnerable,'
because we believe the company will remain highly dependent on the
OPM for the majority of its revenue. It also reflects our view
that the company's financial risk profile is 'aggressive.' Pro
forma for the transaction, credit metrics are weak and in line
with an 'aggressive' financial risk profile. However," said
Standard & Poor's credit analyst Brian Milligan, "we believe if
the company is able to maintain its current level of OPM business,
credit ratios can improve."

"The negative outlook recognizes the potential for credit ratios
to miss our forecast, likely from the reversal of recent share
gains with the OPM, which could cause credit ratios to weaken to
levels indicative of a 'highly leveraged' financial risk profile,
including total debt to EBITDA above 5x," S&P said.


LDK SOLAR: Jiangxi Heng Owns 16.6% of Ordinary Shares
-----------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Jiangxi Heng Rui Xin Energy Co., Ltd., and its
affiliates disclosed that, as of Oct. 19, 2012, they beneficially
own 25,307,497 ordinary shares of LDK Solar Co., Ltd.,
representing 16.6% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/n0Cvgj

                         About LDK Solar

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

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

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

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


LIONS GATE: S&P Affirms 'B' Corp. Credit Rating; Outlook Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on British
Columbia-domiciled and Santa Monica, Calif.-headquartered movie
and TV studio Lions Gate Entertainment Corp. to positive from
stable.

"The outlook revision reflects the recent successes of the
company's film slate, particularly The Hunger Games, and the
potential for continued success with the last Twilight film (The
Twilight Saga: Breaking Dawn Part 2, to be released on November
16) and our expectation that, as a result, the company could
increase EBITDA beyond our $150 million expectation," said
Standard & Poor's credit analyst Naveen Sarma.

"We affirmed our 'B' corporate credit rating and all issue-level
ratings. We revised the recovery rating on the second-lien notes
to '3', reflecting expectations of a meaningful (50% to 70%)
recovery in the event of a default, from '4'. This does not result
in a change to the issue level ratings on those notes," S&P said.

"Subject to signs of progress broadening its success to other film
franchises and additional TV series, which could establish more
sustainable credit measures, we could raise our rating to 'B+',"
S&P said.

The rating on Lions Gate reflects the consolidated company's
"weak" business risk profile and its "highly leveraged" financial
risk profile (based on S&P's criteria). "Our assessment of the
business as 'weak' is based on Lions Gate's ongoing exposure to
the unpredictable nature of the audience reception of films, track
record of negative or weak EBITDA margins, and modest base of
stable cash flows, despite its recent success with the Twilight
and Hunger Games films. We believe the continued success of the
Hunger Games franchise (three more films are expected over the
next three years) could improve Lions Gate's profitability and
credit profile, especially if accompanied by continued TV success
and the success of other feature films that builds the company's
base of continuing cash flow. Our assessment of the financial
profile as 'highly leveraged' is based on Lions Gate's historical
negative cash flows, high debt to EBITDA, and the formidable
upfront business cash requirements. The company recently fully
repaid the senior secured term loan ($299 million outstanding)
that was issued earlier this year to finance its acquisition of
Summit Entertainment," S&P said.

"The positive rating outlook reflects our view that Lions Gate's
financial performance, including its profitability, will improve
over the next several years due to the success of the Twilight
franchise and the potential success of the entire Hunger Games
franchise. We expect quarterly earnings and cash flow to still
fluctuate widely, depending on the timing and success of new
releases. We could raise the rating if the soon-to-be-released
Twilight film were to perform at least in line with the previous
Twilight films, giving us greater confidence in our $200 million
EBITDA estimate for fiscal year 2013, and if we see indications of
progress broadening the ongoing base of cash flow. This includes
developing new film franchises that ensure healthy ongoing EBITDA
and positive discretionary cash flow after the conclusion of its
important current franchises, and growing the TV production
segment which could reduce earnings volatility and improve
margins. We could revise the outlook back to stable if the film
slate, particularly the November 2012 Twilight film, underperforms
at the box office, causing EBITDA and discretionary cash flow to
miss our $200 million target for fiscal 2013," S&P said.


LOEHMANN'S HOLDINGS: George Greenberg Dies at 89
------------------------------------------------
Carla Main at Bloomberg news reports that George J. Greenberg, who
led the nationwide expansion of the Loehmann's apparel chain, one
of the earliest discount retailers of high-end clothing, as the
first head of the company from outside the founding family, died
Oct. 25.  He was 89.  During the later years of his life, while in
retirement, he watched from the sidelines as the company went
through ownership changes and later a bankruptcy filing in 2010.
     
According to the report, the Loehmann's chain traces back to a
discount clothing store opened in Brooklyn in 1921.  Mr. Greenberg
joined the company in 1958, when it had four stores.  By the time
he retired as chairman and chief executive officer in early 1987,
Mr. Greenberg had led the company's expansion to 91 stories from
coast to coast, "with plans to add more," the Times reported in
November 1986.

The report relates that the company had gone public on the
American Stock Exchange in 1964.  Loehmann's was bought by AEA
Investors Inc. in 1980 for $68 million, then in 1983 by
department-store operator Associated Dry Goods Corp. for $96
million.  In 1986, St. Louis-based May Department Stores Co. took
over Loehmann's as part of its acquisition of Associated Dry
Goods.  Mr. Greenberg retired a few months later.  His successor,
Allan R. Bogner, closed 13 underperforming stores and changed
policy to accept credit cards and personal checks, according to
the International Directory of Company Histories.  The chain
changed hands again in 1988 and was taken private; additional
stores were closed.
      
"His feeling, I believe, was that he left too soon, and he
somewhat regretted that," Maury Greenberg said in an interview
Oct. 26, referring to his father's response to the bankruptcy
filing.  "But he left at a time there were changes taking place
that I don't feel he was comfortable with."

                     About Loehmann's Holdings

Bronx, New York-based Loehmann's Holdings, Inc., is a discount
retailer with more than 60 stores.  The Bronx, New York-based
company is owned indirectly by Istithmar PJSC, an investment firm
owned by the government of Dubai.

Loehmann's filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 10-16077) on Nov. 15, 2010.  It estimated its
assets and debts at $100 million to $500 million.

Affiliates Loehmann's Inc. (Bankr. S.D.N.Y. Case No. 10-16078),
Loehmann's Operating Co. (Bankr. S.D.N.Y. Case No. 10-16079),
Loehmann's Real Estate Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16080), and Loehmann's Capital Corp. (Bankr. S.D.N.Y. Case No.
10-16081) filed separate Chapter 11 petitions.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, assisted the
Debtors in their restructuring efforts.  Perella Weinberg Partners
LP served as the Debtors' investment banker and financial advisor.
Clear Thinking Group LLC served as the Debtors' restructuring
adviser.  Troutman Sanders LLP served as the Debtor's special
corporate counsel.  Kurtzman Carson Consultants LLC served as the
Debtors' claims and notice agent.

Mark S. Indelicato, Esq., Mark T. Power, Esq., and Janine M.
Cerbone, Esq., at Hahn & Hessen LLP, in New York, served as
counsel for the Official Committee of Unsecured Creditors.

In March 2011, Loehmann's and its affiliates successfully
completed its restructuring and has emerged from Chapter 11
bankruptcy proceedings.  The Company secured $45 million in exit
financing from Wells Fargo Bank, N.A. and Whippoorwill Associates,
Inc., as agent for its discretionary funds and accounts.


LONGVIEW POWER: Bank Debt Trades at 17% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Longview Power LLC
is a borrower traded in the secondary market at 83.30 cents-on-
the-dollar during the week ended Friday, Oct. 26, an increase of
0.35 percentage points from the previous week, according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 575 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
Oct. 31, 2017.  The loan is one of the biggest gainers and losers
among 193 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

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


LONGVIEW POWER: Bank Debt Trades at 14% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Longview Power LLC
is a borrower traded in the secondary market at 86.15 cents-on-
the-dollar during the week ended Friday, Oct. 26, an increase of
0.20 percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 225 basis points above
LIBOR to borrow under the facility.  The bank loan matures on Feb.
28, 2014.  The loan is one of the biggest gainers and losers among
193 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

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


MATTAMY GROUP: Moodys Assigns 'Ba3' CFR/PDR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned Ba3 corporate family rating and
probability of default ratings to Mattamy Group Corporation, and a
B1 rating to its proposed $450 million senior unsecured notes due
2020. The outlook is stable. This is the first time Moody's has
assigned public ratings to this issuer.

The proposed notes will be split into the U.S. tranche and a
Canadian tranche. The proceeds will be used to retire
approximately $185 million of the outstanding senior secured term
loan facility plus the associated derivative instruments. The
remaining proceeds will be used for general corporate purposes,
including growth capital.

The following rating actions were taken:

  Corporate family rating, assigned Ba3;

  Probability of default rating, assigned Ba3;

  $450 million senior unsecured notes due 2020, assigned B1,
  LGD5-81%;

  Stable outlook.

Ratings Rationale

The Ba3 corporate family rating reflects Moody's expectation that
Mattamy Group's long history of strong gross margin performance
and positive net income generation will continue and that the
company will continue to limit both its speculative construction
and off-balance sheet activities to relatively modest amounts. In
addition, while the company's extensive land holdings map to a low
rating on Moody's homebuilding methodology grid and there appears
to be a concentration of this land in the Greater Toronto Area,
Moody's employs a qualitative override based on its judgment that
the land is conservatively valued and that the Canadian housing
market enjoys certain features and support mechanisms that are
currently lacking in the US housing market.

At the same time, the ratings incorporate a stretched pro forma
adjusted debt leverage of 50%, negative cash flow generation, and
the cyclicality of the homebuilding and land development
industries.

The company possesses an adequate liquidity position, supported by
cash and equivalents estimated to be $348 million at the close of
the transaction, approximately $57 million available under its
C$300 million revolving credit facility due October 2013 and US$
20 million revolving credit facility due May 2013, and sufficient
headroom under financial covenants in the credit agreement, which
include debt to tangible net worth, interest coverage, and minimum
tangible net worth.

The stable outlook reflects Moody's expectation that Mattamy Group
will sustain its credit metrics, gradually reduce its debt
leverage, and grow its tangible net worth as the US homebuilding
industry continues to slowly recover from its cyclical lows.

The B1 rating assigned to the proposed senior unsecured notes,
which is one notch below the corporate family rating, reflects the
notes' junior capital position relative to the large amount of
senior secured debt remaining in Mattamy Group's capital
structure.

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

Established in 1978 and headquartered in Oakville, Ontario,Canada,
Mattamy Group Corporation constructs single-family homes and has a
presence in two provinces in Canada and four states in the U.S. In
the last twelve months ending August 31, 2012, the company
generated approximately C$1.2 billion in revenues.


MCCLATCHY CO: Reports $5.1 Million Net Income in Third Quarter
--------------------------------------------------------------
The McClatchy Company reported net income of $5.09 million on
$287.46 million of net revenues for the three months ended
Sept. 23, 2012, compared with net income of $9.39 million on
$300.21 million of net revenues for the three months ended
Sept. 25, 2011.

The Company reported net income of $29.87 million on
$875.06 million of net revenues for the nine months ended
Sept. 23, 2012, in comparison with net income of $12.38 million on
$918.20 million of net revenues for the nine months ended
Sept. 25, 2011.

Commenting on McClatchy's third quarter results, Pat Talamantes,
McClatchy's President and CEO, said, "Our third quarter results
demonstrate that we're making progress in an uncertain economy.
The advertising trend continued to move in the right direction in
the third quarter: Ad revenues were down 6.8% in the first quarter
of 2012, down 5.7% in the second quarter of 2012 and down 5.4%
this quarter.  We were particularly pleased to see continued
growth in our digital advertising revenues and are excited about
initiatives underway to pursue new revenue in both advertising and
subscriptions."

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

                        http://is.gd/16LliV

                    About The McClatchy Company

Sacramento, Calif.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company's balance sheet at June 24, 2012, showed $2.92 billion
in total assets, $2.72 billion in total liabilities and $202.40
million in stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.


MOSS FAMILY: Has Access to Cash Collateral Until Dec. 31
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana, on
Sept. 4, 2012, signed agreed orders extending interim orders
authorizing Moss Family Limited Partnership and Beachwalk, L.P.'s
continued access to the cash collateral.

The Court signed a second interim stipulation and agreed order
between the Debtors and Fifth Third Bank authorizing use of cash
collateral for ordinary and necessary operating expenses until
Dec. 31, 2012.  The indebtedness owed to the Bank under the loan
documents as of the Petition Date is $2,101,587.  As adequate
protection from any diminution value of the lender's collateral,
the Debtor will, among other things:

   -- grant the Bank replacement liens in all assets of the
      Debtors;

   -- make interest payments based upon 250 points over the 30-day
      LIBOR rate; and

   -- maintain insurance on the collateral.

A final hearing on the stipulation with Fifth Third, and the cash
collateral motion will be held on Dec. 11, at 1:30 p.m.  By Dec.
1, the Debtors will submit a budget for Beachwalk Development from
Jan. 1, 2013, until Dec. 31, 2013.  A copy of the order and
stipulation is available for free at
http://bankrupt.com/misc/MOSSFAMILY_CC_order_b.pdf

The Court also approved a stipulation extending until Dec. 31, at
11:59 p.m., the term of the interim order authorizing the Debtors'
use of Bank of America's cash collateral.  A further hearing on
the use of cash collateral will take place on Dec. 11, at 1:30
p.m.

Moreover, the Debtors and First Bank entered into a stipulation
extending the Aug. 6, 2012, interim order authorizing use of the
cash collateral.  Pursuant to the agreement, the lender consented
to the use of cash collateral until Nov. 5, at 11:59 p.m.  A
further hearing on the use of cash collateral will take place on
Oct. 30, at 1:30 p.m.

In a Sept. 4 filing, the Court signed an agreed order extending
the interim order authorizing the Debtors' use of Laporte Savings
Bank's cash collateral until Sept. 28, 2012.

                        About Moss Family

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


NEXTAG INC: S&P Puts 'BB-' CCR on Watch on Google Product Changes
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed all ratings on NexTag
Inc., including the 'BB-' corporate credit rating, on CreditWatch
with negative implications.

"The CreditWatch placement is based on our expectation that
operating results will be soft over at least the intermediate term
as the company takes steps to maintain its traffic quality and
address its cost structure," said Standard & Poor's credit analyst
Andy Liu. "Moves by Google, especially its rollout of Google
Product Search and its subsequent transition to Google Shopping,
have hurt NexTag's EBITDA and EBITDA margin as the company
attempts to maintain high Internet traffic to its sites.
Additionally, algorithm changes by Google lowered the volume of
organic traffic, which is more profitable than paid traffic. We
expect that NexTag will increase its search engine marking
spending and attempt to improve its direct navigation traffic
(people visiting its sites without going through a search engine
like Google) to its sites. Ongoing cost reductions could offset
some of the top-line pressure."

"In the second quarter, NexTag's revenue declined 2%, below our
expectations, as strong international results only partially
offset the negative effect of Google's algorithm changes.
Increases in sales and marketing expenses led to a low-double-
digit percentage EBITDA decline. The second quarter typically is a
seasonally weak quarter. Therefore, any EBITDA increase or
decrease on a percentage basis can appear larger than in other
quarters. For the 12 months ended June 30, 2012, adjusted interest
coverage and debt leverage ratios were 3.5x and 2.1x. Under our
base-case scenario for 2012, we expect current trends and results
to continue to decline. It is possible that 2013 could be an even
more difficult year as merchants may decide to move some of
their advertising budget previously allocated to NexTag to Google
Shopping," S&P said.


NORTEL NETWORKS: Can't Cut Off Benefits, Disabled U.S. Workers Say
------------------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
lawyers for 215 disabled U.S. employees of Nortel Networks Corp.
accused the dissolving telecommunications company of playing "an
enormous shell game" with some of its most vulnerable creditors.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.


NOVA BANK: Closed; FDIC Approves Payout of Insured Deposits
-----------------------------------------------------------
The Federal Deposit Insurance Corporation approved the payout of
the insured deposits of NOVA Bank of Berwyn, Pa.  The bank was
closed on Friday, Oct. 26, by the Pennsylvania Department of
Banking and Securities, which appointed the FDIC as receiver.

The FDIC was unable to find another financial institution to take
over the banking operations of NOVA Bank.  The FDIC will mail
checks directly to depositors of NOVA Bank for the amount of their
insured money.  As a convenience to depositors, the FDIC has made
arrangements with National Penn Bank to accept the failed bank's
direct deposits from the federal government, such as Social
Security and Veterans' payments through Jan. 25, 2013.  The seven
National Penn Bank locations designated to service NOVA Bank's
customers receiving federal government direct deposit payments are
as follows: One Penn Center; East Falls; Norristown; Wynnewood;
Paoli; Wayne, and Lionville.

Customers with questions about the transaction, including those
with accounts in excess of $250,000, should call the FDIC toll-
free at 1-800-830-3256.  Interested parties also can visit the
FDIC's Web site at

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

To determine their insurance coverage, depositors of NOVA Bank
with more than $250,000 at the bank may visit the FDIC's Web page
"Is My Account Fully Insured?" at

            http://www2.fdic.gov/dip/Index.asp

As of June 30, 2012, NOVA Bank had around $483.0 million in total
assets and $432.2 million in total deposits.  The amount of
uninsured deposits will be determined once the FDIC obtains
additional information from those customers.

The FDIC as receiver will retain all the assets from NOVA Bank for
later disposition.  Loan customers should continue to make their
payments as usual.

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $91.2 million.  NOVA Bank is the 47th FDIC-insured
institution to fail in the nation this year, and the second in
Pennsylvania.  The last FDIC-insured institution closed in the
state was American Eagle Savings Bank, Boothwyn, on Jan. 20, 2012.


ORAGENICS INC: Six Directors Elected to Board
---------------------------------------------
The 2012 annual meeting of shareholders of Oragenics, Inc., was
held on Oct. 23, 2012.  At the Annual Meeting, the shareholders
elected Dr. John Bonfiglio, Dr. Frederick Telling, Christine
Koski, Robert Koski, Charles Pope, and Dr. Alan Dunton as
directors, to serve until the Company's next annual meeting of
shareholders or until their respective successors are elected and
qualified or until their earlier resignation, removal from office
or death.

The shareholders approved the Company's 2012 Equity Incentive Plan
to increase the number of authorized shares from 1,125,000 to
4,000,000.  A copy of the 2012 Equity Incentive Plan is available
at http://is.gd/wp8UPb

The shareholders also ratified the selection of Mayer Hoffman
McCann P.C. as the Company's independent auditors for the year
ending Dec. 31, 2012.

                        LTIP Share Issuance

The Compensation Committee determined that the capital raise
performance goal set forth in the LTIP adopted by the Compensation
Committee and Board of Directors in November 2011 had been met.  
Accordingly, executive officers John Bonfiglio and Martin
Handfield, as well as the non-employee directors of the Company,
were awarded shares of the Company's common stock.  However, since
the aggregate number of 465,816 shares due under the LTIP for the
achievement of the capital raise goal exceeded the number of
shares available under the Company's 2002 Amended and Restated
Stock Option and Incentive Plan, the number of shares issued on
Aug. 6, 2012, were proportionately reduced to an aggregate of
325,000 shares and the remaining 140,816 shares were to be issued
at a later date upon shareholder approval of an increase in the
number of shares of common stock available under the Stock
Incentive Plan.

                           Bonus for CFO

On Oct. 23, 2012, the Compensation Committee awarded a
discretionary bonus to Mr. Michael Sullivan, the Company's Chief
Financial Officer, in the form of an aggregate of 83,500 shares of
Company stock under the Company's Plan.  The shares vested
immediately.  The closing price on Oct. 23, 2012, was $2.10 per
share.  The discretionary bonus was awarded to Mr. Sullivan in
consideration and recognition of his substantial efforts on behalf
of the Company in connection with the significant events that
occurred since he joined the Company.

                       2.8MM Shares Under Plan

Oragenics filed a Form S-8 with the U.S. Securities and Exchange
Commission to register 2,875,000 additional shares of Company
common stock authorized for issuance under the 2012 Equity
Incentive Plan.  The proposed maximum aggregate offering price is
$5.89 million.  A copy of the prospectus is available at:

                        http://is.gd/S9116m

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

In its audit report on the Company's 2011 financial statements,
Mayer Hoffman McCann P.C., in Clearwater, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
has incurred recurring operating losses, negative operating cash
flows and has an accumulated deficit.

The Company reported a net loss of $7.67 million in 2011, compared
with a net loss of $7.80 million in 2010.

The Company's balance sheet at June 30, 2012, showed $1.98 million
in total assets, $3.43 million in total liabilities, and a
$1.44 million total shareholders' deficit.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2011, that its loan agreement with the Koski Family Limited
Partnership matures in three years and select material assets of
the Company relating to or connected with its ProBiora3, SMaRT
Replacement Therapy, MU1140 and LPT3-04 technologies have been
pledged as collateral to secure the Company's borrowings under the
Loan Agreement.  This secured indebtedness could impede the
Company from raising the additional equity or debt capital the
Company needs to continue its operations even though the amount
borrowed under the Loan Agreement automatically converts into
equity upon a qualified equity financing of at least $5 million.
The Company's ability to repay the loan will depend largely upon
the Company's future operating performance and the Company cannot
assure that its business will generate sufficient cash flow or
that the Company will be able to raise the additional capital
necessary to repay the loan.  If the Company is unable to generate
sufficient cash flow or are otherwise unable to raise the funds
necessary to repay the loan when it becomes due, the KFLP could
institute foreclosure proceedings against the Company's material
intellectual property assets and the Company could be forced into
bankruptcy or liquidation.


OSAGE EXPLORATION: Results From Drilling Will Come Slowly
---------------------------------------------------------
Osage Exploration and Development, Inc., sent a letter to its
shareholders on Oct. 24, 2012:

  10/24/2012

  Dear Shareholder,

  Osage has now begun the most exciting time in its history.  Not
  only have we continued to grow the size of our Nemaha joint
  venture with Slawson Exploration and US Energy Development
  Corporation, we have also reached the point of near vertical
  acceleration of our drilling timetable.

  Since we initially began operating in the Nemaha Ridge, we have
  drilled three wells in conjunction with our partners averaging
  about one well per calendar quarter.  Osage participated in two
  new wells in September: one operated by Slawson, the McPhail 2-
  18H, and one operated by Devon Energy Corporation, the Hopfer 1-
  17H.  Likewise, we will drill two more wells in October.  One of
  them, the Krittenbrink 1-1H, was spud last Friday, and the rig
  to drill the second well in October, the McPhail 1-19H, is
  scheduled to arrive on location this Thursday.

  The challenge for the Osage shareholder is that given the recent
  pace of drilling, and the fact that we are efficiently drilling
  multiple wells from the same pad, the wells drilled during
  September and October will not be fracture stimulated until the
  beginning of December.  At that time we will frac all three
  wells sequentially and begin flowback.  Therefore it is likely
  that we will not have any production data to release for 4-6
  weeks thereafter.  There is a possibility that we may hear from
  Devon regarding their Hopfer well in a similar timeframe.

  What this means in plain language is that the work in the field
  is progressing faster than it ever has before, but results from
  that drilling will come slowly.  We expect to spud an additional
  two to four more wells beyond those listed above before the end
  of 2012.  By the time we get results from the first four wells,
  there will be between two and four more drilled or drilling, and
  a similar number going forward each month into 2013.

  Small oil stocks can display extreme volatility, but never once
  has the Osage team failed to deliver on acreage, quality
  partners, or drilling progression.  Those things still hold
  true, and as such I felt it incumbent upon myself to alert our
  shareholders that production information will not be coming
  quickly.  However, beginning around the first of next year,
  results of our drilling will come in bunches.

  In closing, you are the shareholders of a young, small oil
  company that, along with its partners, is driving dramatic   
  growth.  Osage is committed to capturing the full inherent value
  in all of its projects, especially the Nemaha Ridge.

  Best Regards,
  Kim Bradford
  President and CEO
  Osage Exploration and Development, Inc.

                      About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

GKM, LLP, in Encino, California, expressed substantial doubt about
the Company's ability to continue as a going concern following the
Company's 2011 financial results.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit as of Dec 31, 2011.

The Company's balance sheet at June 30, 2012, showed $12.57
million in total assets, $4.72 million in total liabilities and
$7.85 million in total stockholders' equity.

                         Bankruptcy Warning

Management of the Company has undertaken steps as part of a plan
to improve operations with the goal of sustaining the Company's
operations for the next 12 months and beyond.  These steps include
(a) assigning a portion of the Company's oil and gas leases in
Logan County, Oklahoma (b) participating in drilling of wells in
Logan County, Oklahoma within the next 12 months, (c) controlling
overhead and expenses and (d) raising additional equity or debt.
There is no assurance the Company can accomplish these steps and
it is uncertain the Company will achieve profitable operations and
obtain additional financing.  There is no assurance additional
financings will be available to the Company on satisfactory terms
and conditions, if at all.  If the Company is unable to continue
as a going concern, the Company may elect or be required to seek
protection from its creditors by filing a voluntary petition in
bankruptcy or may be subject to an involuntary petition in
bankruptcy.


OVERSEAS SHIPHOLDING: Noteholders Form Group to Discuss Interest
----------------------------------------------------------------
In its Form 8-K filed on Oct. 22, 2012, Overseas Shipholding Group
disclosed that it "is evaluating its strategic options, including
the potential voluntary filing of a petition for relief to
reorganize under Chapter 11 of the Bankruptcy Code." OSG is the
issuer of 8.75% notes (CUSIP 690368AB1), 8.125% notes (CUSIP
690368AH8) and 7.5% notes (CUSIP 690368AG0).  A group of holders
of the Notes has formed in order to discuss matters of mutual
interest and has engaged Bracewell & Giuliani LLP for legal
advice.  Other holders of the Notes who are interested in
participating in the discussions should contact Robert Burns at
Bracewell & Giuliani LLP, 212.508.6155.

                    About Overseas Shipholding

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.

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.


OVERSEAS SHIPHOLDING: Levi, Gainey File Class Suits
---------------------------------------------------
Levi & Korsinsky disclosed that a class action lawsuit has been
commenced in the U.S. District Court for the Southern District of
New York on behalf of investors who purchased Overseas Shipholding
Group, Inc., stock between May 4, 2009 and Oct. 19, 2012.  The
firm says parties who suffered a loss in OSG have until Dec. 24,
2012 to request that the Court for appointment as lead plaintiff.
The firm can be reached at:

         Joseph E. Levi, Esq.
         LEVI & KORSINSKY
         E-mail: jlevi@zlk.com
         Telephone: (877) 363-5972
         http://zlk.9nl.com/overseas-shipholding-group-osg

Gainey & McKenna also issued an announcement on the filing of the
lawsuit.  The firm may be reached at:

         Thomas J. McKenna, Esq.
         GAINEY & MCKENNA
         Tel: (212) 983-1300
         E-mail: tjmckenna@gaineyandmckenna.com

The class action seeks to recover damages against the Company and
certain of its officers and directors as a result of alleged
violations of the federal securities laws pursuant to Sections
10(b) and 20(a) of the Securities Exchange Act and Rule 10b-5
promulgated there under.  

The Complaint alleges that, throughout the Class Period, the
Company made materially false and misleading statements regarding
the Company's business, operations and compliance policies.

Specifically, the Company made false and/or misleading statements
and/or failed to disclose that: (i) the Company improperly
accounted for certain tax liabilities; (ii) the Company lacked
adequate internal and financial controls; and (iii) as a result of
the above, the Company's financial statements were materially
false and misleading at all relevant times.

                    About Overseas Shipholding

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.

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.


P2 ACQUISITION: S&P Assigns Prelim. 'B' Corp. Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B'
corporate credit rating to P2 Acquisition LLC. The outlook is
stable.

"We also assigned a preliminary 'B+' issue-level rating with a
preliminary recovery rating of '2' to operating company P2 Newco's
proposed $25 million revolving credit facility and $220 million
first-lien term loan. In addition, we assigned a preliminary
'CCC+' issue-level rating with a preliminary recovery rating of
'6' to P2 Newco's proposed $110 million second-lien term loan. The
'2' recovery rating indicates expectations of substantial (70% to
80%) recovery in the event of a payment default by the borrower
and a '6' indicates expectations for negligible (0% to 10%)
recovery," S&P said.

Standard & Poor's Ratings Services' ratings on P2 Acquisition LLC,
parent company of P2 Newco, reflects the company's "weak" business
profile, characterized by its modest overall position in a fairly
narrow segment of the oil and gas exploration and production (E&P)
market and its "highly leveraged" financial profile under S&P's
criteria. Offsetting some of these issues is the critical role the
company's products play in facilitating the E&P process,
good growth prospects, and a highly recurring revenue base.

"The stable outlook reflects the company's improved margins on its
predictable and recurring revenue base as well as its good cash
flow generation. We could raise the rating if the company is able
to lower leverage to below 5x while sustaining margins at present
levels and expanding the business organically. We could lower the
rating if increased competitive factors lead to margin
deterioration and a weakening business profile, leading leverage
to rise to above the mid-6x area," S&P said.


PATRIOT COAL: Citigroup Global Agree to Challenge Period Extension
------------------------------------------------------------------
On Oct. 24, 2012, the Official Committee of Unsecured Creditors of
Patriot Coal Corporation, et al., and Citigroup Global Markets
Inc., Barclays Bank PLC, and Natixis, New York Branch, in their
capacities as such have stipulated to extending the Challenge
Period, for the Committee only, to and through Dec. 3, 2012.  
Pursuant to paragraph 19 of the Final DIP Order, the "Challenge
Deadline" is 90 days from the entry of the Final DIP Order, or
Nov. 1, 2012.

                        About Patriot Coal

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

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

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

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

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


PATRIOT COAL: Retired Coal Miners Sue Peabody, Arch Over Spinoff
----------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that Peabody Energy
Corp. and Arch Coal Inc. can't avoid their retirement obligations
to 10,000 retired workers just because they spun off their pension
plans to now-bankrupt Patriot Coal Corp., the United Mine Workers
of America alleged in a class action filed October 23 in West
Virginia federal court.

Bankruptcy Law360 relates that the mine workers' union alleged
that Peabody Energy and Arch Coal spun off some of their
subsidiaries, which eventually combined into Patriot Coal,
specifically to shed their burdensome retirement liabilities.

                        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.


PITTSBURGH CORNING: Reports $521-Mil. Net Income in 3rd Quarter
---------------------------------------------------------------
Corning Incorporated, an affiliate of Pittsburgh Corning
Corporation, reported net income attributable to the Company of
$521 million on $2.03 billion of net sales for the three months
ended Sept. 30, 2012, compared with net income attributable to the
Company of $811 million on $2.07 billion of net sales for the same
period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income attributable to the Company of $1.44 billion on
$5.86 billion of net sales, in comparison with net income
attributable to the Company of $2.31 billion on $6 billion of net
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$29.41 billion in total assets, $7.52 billion in total liabilities
and $21.88 billion in total equity.

Reflecting on the Company's third-quarter performance, Wendell P.
Weeks, chairman, chief executive officer, and president, said, "We
were pleased with Corning's overall performance this past quarter
as we grew sales and earnings sequentially, and exceeded our
expectations for the period.

"We are making progress on our goal to improve Corning's overall
profitability.  We had our strongest quarterly sales to date for
Corning Gorilla Glass.  Our Display Technologies segment continued
to stabilize its earnings with another quarter of moderate LCD
glass price declines.  However, weakening global economic
conditions worked against our sales results in Telecommunications
and Environmental Technologies."

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

                         http://is.gd/JX90zg

                      About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

The Hon. Judith K. Fitzgerald presides over the case.  Reed Smith
LLP serves as counsel and Deloitte & Touche LLP as accountants to
the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.

As reported by the TCR on April 25, 2012, Pittsburgh Corning
Corp., a joint venture between Corning Inc. and PPG Industries
Inc., filed another amendment to its reorganization plan designed
to wrap up a Chapter 11 begun 12 years ago.


PITTSBUGH CORNING: Files Form 10-Q, Posts $521MM Net Income in Q3
-----------------------------------------------------------------
Corning Incorporated, an affiliate of Pittsburgh Corning
Corporation, filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
attributable to the Company of $521 million on $2.03 billion of
net sales for the three months ended Sept. 30, 2012, compared with
net income attributable to the Company of $811 million on $2.07
billion of net sales for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income attributable to the Company of $1.44 billion on $5.86
billion of net sales, in comparison with net income attributable
to the Company of $2.31 billion on $6 billion of net sales for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$29.41 billion in total assets, $7.52 billion in total
liabilities, and $21.88 billion in total equity.

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

                        http://is.gd/OyKuaa

                      About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

The Hon. Judith K. Fitzgerald presides over the case.  Reed Smith
LLP serves as counsel and Deloitte & Touche LLP as accountants to
the Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin & Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin & Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic &
Scott LLP as his counsel, Young Conaway Stargatt & Taylor, LLP as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.


PSS WORLD: S&P Puts 'BB-' Senior Secured Debt Rating on Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' issue-level
rating on the senior unsecured debt of PSS on CreditWatch with
positive implications. The recovery rating on this debt remains
'6', indicating negligible (0% to 10%) recovery for noteholders in
the event of a payment default. "We expect this transaction to
result in our withdrawal of the corporate credit rating on PSS at
close," S&P said.

The CreditWatch placement follows the announcement that McKesson
signed a definitive agreement to acquire PSS.

"The placement reflects our expectation that we would raise our
issue-level ratings on PSS' debt if it is assumed by higher-rated
McKesson," said Standard & Poor's credit analyst Michael Kaplan.

"The acquisition might result in an upgrade of the debt ratings to
'A-', in line with McKesson's senior unsecured debt. However, the
repayment of PSS' relatively high-cost debt would most likely lead
to our withdrawal of the issue-level ratings," S&P said.


QHR TECHNOLOGIES: Completes Plan of Arrangement
-----------------------------------------------
QHR Technologies Inc. and Open EC Technologies, Inc., disclosed
that they have completed the previously announced Plan of
Arrangement between QHR and Open EC.

The Arrangement was approved by the affirmative vote of Open EC's
shareholders at a special meeting held Sept. 6, 2012 and by the
Supreme Court of British Columbia in a Final Order dated Sept. 7,
2012.  Trading in the common shares of Open EC on the TSX Venture
Exchange was halted on Sept. 7, 2012.

As a result of the Arrangement, QHR acquired all of the issued and
outstanding securities of Open EC at 12:01 a.m. (Vancouver time)
on Oct. 25, 2012, and Open EC is now a wholly-owned subsidiary of
QHR.

Open EC's common shares will be delisted from the TSX Venture
Exchange. QHR shares issued to Open EC security holders pursuant
to the Plan of Arrangement trade on the TSX Venture Exchange under
the symbol "QHR", but QHR shares issued to Open EC shareholders in
exchange for Open EC shares are subject to a resale restriction
for twelve months from the Effective Date, while QHR shares issued
in exchange for Open EC options and warrants are subject to a
resale restriction for eighteen months from the Effective Date.

Commenting on the completion of the arrangement, Mr. Al
Hildebrandt, President and Chief Executive Officer of QHR said;
"We are excited to capitalize on the growth opportunities ahead
for QHR as we expand our focus to include the United States.  We
expect Open EC's market penetration and recurring revenue model
derived from a growing customer base of over 5,000 US physicians
to deliver exceptional value to our customers and shareholders".

Martyn Armstrong, CEO of Open EC comments; "We are pleased to join
the QHR group in building a world class Healthcare Information
Technology company and are looking forward to accelerating our
growth in the US for our Physician Billing Solutions, Insurance
Claims Processing, Health Record Exchange and HIPAA EDI Software
Integration solutions."

                      About QHR Technologies

QHR operates two business units in distinct markets:

   (i) The Electronic Medical Records division offers a suite of
medical software modules that provides computer-based medical
records for family physicians, medical specialists, and surgeons,
as well as administrative modules for billing and patient
scheduling, that is a key component of the move throughout Canada
to provide electronic healthcare records for all Canadians.  The
EMR division also provides on-site and off-site (ASP) hosting
capabilities.

  (ii) The Enterprise Management Software division specializes in
workforce management software, which consists of integrated
payroll, staff scheduling and human resource software, and in
customized financial management software built on the Microsoft
Dynamics GP platform.  These products are targeted at complex
healthcare, social services and public safety environments.

For information, visit the Company's Web site at
http://www.QHRtechnologies.com

                           About Open EC

Open EC Technologies is an e-Business Information Technology
company with our corporate head office, marketing and development
in Vancouver, BC, main HealthCare IT Solutions Operations office
in San Antonio, Texas and Medical Practise Billing Operations
office in Spring Hill, Florida.  The company has software
development and data center hosting operations in Maine, with
Sales and Executive Management staff in Atlanta Georgia.

The Company's focus is to provide software solutions and
transaction processing services to assist Physicians, Hospitals,
Health Plans, Insurance Brokers and State Governments to exchange
information for HIPAA EDI Health Plan Enrolment, Health Insurance
Eligibility, Health Insurance Claims, Claim Payments and
HealthCare Provider Collaboration of supporting patient referral
and industry compliance/reporting documentation.


QUANTUM CORP: Plans to Offer $60 Million of Sr. Convertible Notes
-----------------------------------------------------------------
Quantum Corp. intends to commence a private placement of $60
million aggregate principal amount of Convertible Senior
Subordinated Notes due 2017.  The notes will be convertible, at
the option of the holders, into shares of the company's common
stock.  The interest rate, conversion rate and offering price will
be determined by negotiations between the company and the initial
purchaser of the notes.

In addition, Quantum expects to grant the initial purchaser of the
notes an over-allotment option to purchase up to an additional
$10 million aggregate principal amount of notes from the company.

Quantum intends to use the net proceeds from the private placement
primarily to repay amounts outstanding under its senior secured
credit agreement with Wells Fargo and to use any remaining net
proceeds for general corporate purposes.

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported a net loss of $8.81 million for the fiscal
year ended March 31, 2012, compared with net income of
$4.54 million during the prior year.

Quantum Corporation's balance sheet at June 30, 2012, showed
$364.52 million in total assets, $425.08 million in total
liabilities and a $60.55 million total stockholders' deficit.


QUANTUM CORP: Incurs $12.3 Million Net Loss in Fiscal Q2
--------------------------------------------------------
Quantum Corp. reported a net loss of $12.26 million on
$147.34 million of total revenue for the three months ended Sept.
30, 2012, compared with net income of $3.56 million on
$165.03 million of total revenue for the same period during the
prior year.

The Company reported a net loss of $29.76 million on
$288.21 million of total revenue for the six months ended
Sept. 30, 2012, compared with a net loss of $1.66 million on
$318.57 million of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$345.76 million in total assets, $413.45 million in total
liabilities and a $67.68 million stockholders' deficit.

"We are very pleased with our record results in disk systems and
software, as these products are key to driving higher revenue
growth and profit," said Jon Gacek, president and CEO of Quantum.
"In the September quarter, we also continued to expand and enhance
our product portfolio to build on this momentum moving forward,
launching our Q-Cloud backup and disaster recovery subscription
service, shipping the next generation of our vmPRO virtual data
protection software, adding 3 TB drives to our DXi8500 enterprise
deduplication line and releasing a new version of our StorNext big
data management software.

"We believe the shortfall in tape revenue and impact on profits
was largely due to the industry transitioning to the latest LTO
generation technology.  Nevertheless, as we begin the second half
of the fiscal year, we are taking actions to reduce spending in
certain areas so that we can continue to make the investments that
best support our growth strategy."

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

                         http://is.gd/zko28E

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

The Company reported a net loss of $8.81 million for the fiscal
year ended March 31, 2012, compared with net income of
$4.54 million during the prior year.


RESIDENTIAL CAPITAL: Berkshire Wins Auction for Loan Portfolio
--------------------------------------------------------------
Residential Capital, LLC, and its debtor affiliates filed a notice
with the U.S. Bankruptcy Court for the Southern District of New
York stating that Berkshire Hathaway Inc. offered the highest and
best bid for the purchase of their loan portfolio, and
accordingly, at the conclusion of the auction held on Oct. 25, was
declared as the successful bidder.

Berkshire Hathaway, controlled by Warren Buffet, placed a
$1.5 billion bid for the Whole Loan Assets, which comprises 47,000
loans.  Andrew Johnson, writing for Dow Jones Newswires, citing a
person familiar with the auction, related that Berkshire's bid
beat a competing bid placed by a consortium of investors.

The competing bidder included a unit of Credit Suisse Group AG,
David McLaughlin, Dakin Campbell, and Noah Buhayar, writing for
Bloomberg News, said, citing two people familiar with the matter,
who declined to be identified because they weren't authorized to
speak publicly.  The sale of the loans will be subject to approval
of the Bankruptcy Court.  A hearing on the sale will be held on
Nov. 19.

According to The Associated Press, Berkshire's winning bid is
slightly higher than the $1.442 billion minimum it promised when
it became the lead bidder for ResCap's loan portfolio in June
replacing Ally Financial Inc.

Berkshire initially wanted to purchase both the Debtors' loan
portfolio and mortgage servicing and origination platform, but
Fortress Investment Group LLC's Nationstar Mortgage LLC offered
$2.4 billion for the platform, topping Berkshire's offer by
$125 million.  Nationstar, though, eventually lost to a joint bid
by Ocwen Financial Corp. and Walter Investment Management Corp.,
which offered $3 billion, topping Nationstar's $2.91 billion bid.

In a previous report, Dow Jones said Rescap on Wednesday named the
partnership of Ocwen Financial Corp. and Walter Investment
Management Corp. the winner in the auction for Rescap's mortgage-
servicing and origination assets.  The Ocwen-Walter tandem's $3
billion bid defeated Nationstar Mortgage Holdings Inc.'s.  
According to Dow Jones, ResCap spokeswoman Susan Fitzpatrick said
in an e-mail that the Company's board has given preliminary
approval to the bid.

Dow Jones relates that, according to a person familiar with the
matter, Nationstar's last bid was about $2.91 billion.  In a press
statement on Oct. 24, Nationstar said it has decided not to
further increase its bid.

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

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

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

                     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.

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

ResCap sold its assets at auctions that started Oct. 23.  The
partnership of Ocwen Financial Corp. and Walter Investment
Management Corp. won the auction for the mortgage-servicing and
origination assets.  Their $3 billion offer defeated the last bid
of $2.91 billion from Fortress Investment Group's Nationstar
Mortgage Holdings Inc.  Nationstar was the stalking horse bidder.
The $1.5 billion offer from Warren Buffett's Berkshire Hathaway
Inc. was declared the winning bid for a portfolio of loans at the
auction on Oct. 25.  The hearing to approve the sales is set for
Nov. 19.

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


RESIDENTIAL CAPITAL: Debtor, Noteholders Want to Keep Right to Sue
------------------------------------------------------------------
Residential Capital, Ally Financial Inc., an ad hoc group of
junior secured noteholders, and U.S. Bank National Association,
object to the Official Committee of Unsecured Creditors' request
for authority to prosecute and settle certain claims on behalf of
the Debtors' estate against U.S. Bank, as the indenture trustee
for the 9.625% junior secured noteholders, and Wells Fargo Bank,
N.A., as collateral agent for the junior secured noteholders.

The Debtors tell the Court that they have consented to the
Committee's standing to investigate the claims of the Junior
Secured Parties and initiate an adversary proceeding.  The
Debtors, however, argue that the Committee should not be granted
the "sole right" to settle the Junior Secured Parties' claims.  A
grant of standing to bring the claims does not change the fact
that the ownership of those claims belongs to the Debtors, Todd M.
Goren, Esq., at Morrison & Foerster LLP, in New York, asserts.  
The alleged claims could be key issues to be resolved as part of
the Debtors' plan of reorganization, he further asserts.

As a result, the Debtors believe that they should be permitted to
retain the ability to resolve any pending litigation, including a
resolution as part of their plan of reorganization, where the
settlement may be reviewed and voted on by their creditors.

AFI also objects to the Committee's request for sole settlement
authority.  AFI relates that although it is not named a potential
defendant, AFI and the Junior Secured Noteholders share the same
collateral and should the Court grant the Motion in whole or in
part, any Committee complaint would necessarily impact AFI's
rights as the senior secured party on the collateral.  AFI says
it strongly believes that the Debtors' original determination not
to prosecute causes of action against the Junior Secured
Noteholders was entirely justified and that the Committee's
challenge is without merit.

U.S. Bank complains that the Committee seeks unfettered authority
to pursue a litany of specious and yet to be discovered claims.
The Motion, which does not include a draft complaint, is replete
with vague and unsupported allegations of potential claims
against the Junior Secured Parties, U.S. Bank contends.  The
majority of those claims seek nothing more than a determination
that the transaction documents "say what they say" -- that
substantially all of the Debtors' assets are encumbered by liens
in favor of the Junior Secured Parties, while other assets defined
as "Excluded Assets" are not, U.S. Bank adds.

The Ad Hoc Group objects to the Committee's request for two
reasons:

   (1) The proposed order submitted by the Committee includes a
       provision which would grant standing to the Committee to
       prosecute not only those challenges specifically
       identified in the Motion, but also "any other matter
       arising out of the Committee's investigation of the
       Collateral."  That provision is contrary to derivative
       standing law as well as the terms of the Final Cash
       Collateral Order and should be stricken.  At this time,
       the Committee should only have standing to prosecute those
       claims specifically identified in the Motion.

   (2) The proposed order requests "the exclusive right and
       authority" for the Committee to "negotiate and enter into
       settlements on behalf of the Debtors' estates" of any
       challenges that it may assert against the Stipulations.
       The Court should clarify that, while the Committee can
       propose settlements, nothing in the order vests the
       Committee with an exclusive right to enter into
       settlements related to the claims of the Junior Secured
       Noteholders.  Absent that clarification, the Committee
       could be perceived as having a veto right over certain
       plan structures.

                     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.

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

ResCap sold its assets at auctions that started Oct. 23.  The
partnership of Ocwen Financial Corp. and Walter Investment
Management Corp. won the auction for the mortgage-servicing and
origination assets.  Their $3 billion offer defeated the last bid
of $2.91 billion from Fortress Investment Group's Nationstar
Mortgage Holdings Inc.  Nationstar was the stalking horse bidder.
The $1.5 billion offer from Warren Buffett's Berkshire Hathaway
Inc. was declared the winning bid for a portfolio of loans at the
auction on Oct. 25.  The hearing to approve the sales is set for
Nov. 19.

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


RESIDENTIAL CAPITAL: Supplements Motion on $8.7-Bil. Settlement
---------------------------------------------------------------
Residential Capital LLC and its affiliates filed a second amended
motion, dated Oct. 19, 2012, seeking approval of the compromise
and settlement of an allowed claim of up to $8.7 billion against
certain Debtors to be offered to and allocated amongst certain
securitization trusts in accordance with the terms and conditions
of RMBS Trust Settlement Agreements.

The Debtors entered into two identical settlement agreements with
two sets of institutional investors that own securities held by
the Trusts.  The first is a group of institutions represented by
Kathy Patrick of Gibbs & Bruns LLP while the other group of
investors is represented by Talcott Franklin of Talcott Franklin,
P.C.  The settlements will jointly draw on the same allowed claim
against certain Debtors.

According to the Debtors, the Amended RMBS Trust Settlement
Agreements have been amended and restated through continued
negotiation by the Parties.  Though the Parties executed Second
Amended and Restated RMBS Trust Settlement Agreements, the
parties further amended those agreements based on the views
expressed by the Court during the September 19, 2012, status
hearing on the 9019 Motion.

As set forth in the Amended and Restated RMBS Trust Settlement
Agreements, the Debtors have agreed to offer each Trust that
accepts the settlement an allocated share of the Allowed Claim.
The Trustees, on behalf of the Trusts, will have 14 days after
the entry of an order by the Court approving the RMBS Trust
Settlement to accept or reject the RMBS Trust Settlement.  The
final amount of the Allowed Claim will be reduced from
$8.7 billion by the percentage, based on OIB, of Trusts that do
not accept the offer to participate in the Allowed Claim.

Each Trust's share of the Allowed Claim will be allocated under
the RMBS Trust Settlement Agreements and based on the agreed-upon
formulation.  To ensure the fairness of the allocation, an
independent expert will be hired to allocate the Allowed Claim
based on net expected lifetime mortgage losses among the
accepting Trusts, without regard to expected lifetime claims to
be paid by the monoline insurers on the securitizations they
insured.

Deposits into each Trust as a result of a distribution on an
Allowed Claim will be treated as a "subsequent recovery" (where
applicable) and distributed by the terms of the waterfall in the
Governing Agreements.  Accordingly, the RMBS Trust Settlement and
its claims allocation will prevent a windfall to any one Trust or
Institutional Investor, treat the Holders equitably and in
accordance with their contractual rights under the Governing
Agreements, and maximize recoveries for all Investors, the
Debtors assert.

              Further Revised Scheduling Order

Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York signed off a revised scheduling order
governing discovery and approval of the RMBS Trust Settlements.

The Scheduling Order provides for these deadlines:

  Oct. 26, 2012    -- The Debtors and Ally Financial, Inc.
                      will complete on a rolling basis any
                      remaining production of documents, and
                      will provide supplemental privilege logs.

  Oct. 31, 2012    -- The Court will hear disputes regarding the
                      withholding of documents on privilege
                      grounds.

  Nov. 16, 2012    -- Depositions of fact witnesses will be
                      completed.

                   -- Any party intending to object to the 9019
                      Motion on the ground that the amount of
                      the allowed claim is outside the range of
                      reasonableness as it relates to the
                      Debtors, the RMBS Trusts, the RMBS trust
                      certificate holders, or any of the
                      creditors, will provide notice of that
                      intention, along with a preliminary
                      indication of the amount by which it
                      contends the allowed claim falls outside
                      the range of reasonableness, to the
                      Debtors, the RMBS Trustees, the Steering
                      Committee Group, and the Talcott Franklin
                      Group.

  Nov. 21, 2012    -- Depositions of the Debtors' experts will
                      be completed.

  Nov. 28, 2012    -- Any objection to the 9019 Motion, by any
                      party other than the RMBS Trustees, will
                      be filed.

  Nov. 29, 2012    -- Any objecting party that intends to file
                      an expert report will file that report,
                      and will also make the disclosures
                      required under Rule 26(a)(2) of the
                      Federal Rules of Civil Procedure.

  Dec. 3, 2012     -- The RMBS Trustees will file any objections
                      to the 9019 Motion, or any responses to
                      objections filed by certificateholders of
                      the RMBS Trusts.

  Dec. 14, 2012    -- Depositions of experts will be completed.

  Dec. 23, 2012    -- The Debtors' and Steering Committee's
                      replies to any objections to the 9019
                      Motion, along with Debtors' reply expert
                      reports made pursuant to Rule 26(a)(2)
                      will be filed.

  Jan. 7, 2013     -- All adverse witness lists, exhibit lists,
                      direct testimony, and supplemental
                      declarations of experts, along with any
                      other disclosures required by Rule
                      26(a)(3), will be filed.

  Jan. 14-17, 2013 -- The Court will hold a hearing on the 9019
                      Motion.

The hearing will be limited to 30 hours.  The Court tentatively
allocated 12 hours to the parties supporting the 9019 Motion and
18 hours to the parties opposing the motion.  The Court will make
a final allocation of time at a status conference on Dec. 20,
2012, at which it will enter an order imposing time limits on all
parties.

                     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.

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

ResCap sold its assets at auctions that started Oct. 23.  The
partnership of Ocwen Financial Corp. and Walter Investment
Management Corp. won the auction for the mortgage-servicing and
origination assets.  Their $3 billion offer defeated the last bid
of $2.91 billion from Fortress Investment Group's Nationstar
Mortgage Holdings Inc.  Nationstar was the stalking horse bidder.
The $1.5 billion offer from Warren Buffett's Berkshire Hathaway
Inc. was declared the winning bid for a portfolio of loans at the
auction on Oct. 25.  The hearing to approve the sales is set for
Nov. 19.

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


RESIDENTIAL CAPITAL: Seeks to Remediate Oakland, Calif. Property
----------------------------------------------------------------
Residential Capital LLC and its affiliates seek the Court's
authority to perform remediation activities in connection with a
real estate property they owned located in Oakland, California,
and incur necessary expenses related to the remediation
activities, including, but not limited to, reimbursement of
tenants' relocation expenses.

In January 2010, ETS Services, LLC, commenced foreclosure
proceedings in its capacity as trustee for a mortgage loan on a
three-unit residential property located at 1243-1249-1251 76th
Avenue, Oakland, California.  In September 2010, Debtor GMAC
Mortgage, LLC, took ownership over the Oakland REO upon completion
of the foreclosure.  Following taking ownership of the Oakland
REO, the Debtors eventually became aware of numerous potential
violations of applicable housing codes as a result of the acts and
omissions of the prior owner.

In February 2012, certain tenants of the Oakland REO filed a
complaint seeking damages and injunctive relief against GMAC
Mortgage and third-party defendants in the Superior Court of the
State of California, designated Jose Feliciano, et al. v. GMAC
Mortgage LLC, et al., Civil Case No. RG-11565653.  The Plaintiffs
allege the existence of habitability defects and dangerous
conditions at the Oakland REO that constitute violations of their
rental agreements and of applicable housing and residential
tenancy laws.

Following the Petition Date, the Debtors and the Plaintiffs
engaged in discussions regarding the performance by GMAC Mortgage
of remediation activities with respect to the Oakland REO.  GMAC
Mortgage is prepared to undertake certain remediation activities,
including paying for repairs and for the cost of relocating the
Oakland REO's current tenants pending completion of the repairs.
The Debtors estimate that aggregate expenditures in connection
with the Remediation will total approximately $118,000.

According to the Debtors, the completion of the Remediation will
ensure that the Oakland REO is in compliance with applicable
housing and residential tenancy laws, and will enhance the value
of the Oakland REO in connection with any future sale of the
property.

The Debtors also relate that GMAC Mortgage was ready to begin the
Remediation but the Plaintiffs refused to vacate the premises, on
the grounds, according to their counsel, that the Debtors'
pending bankruptcy limited the Debtors' authority to perform the
Remediation and incur the related costs.

                     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.

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

ResCap sold its assets at auctions that started Oct. 23.  The
partnership of Ocwen Financial Corp. and Walter Investment
Management Corp. won the auction for the mortgage-servicing and
origination assets.  Their $3 billion offer defeated the last bid
of $2.91 billion from Fortress Investment Group's Nationstar
Mortgage Holdings Inc.  Nationstar was the stalking horse bidder.
The $1.5 billion offer from Warren Buffett's Berkshire Hathaway
Inc. was declared the winning bid for a portfolio of loans at the
auction on Oct. 25.  The hearing to approve the sales is set for
Nov. 19.

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


RG STEEL: Sale of Yorkville Assets Closed on Oct. 18
----------------------------------------------------
The sales of (1) certain assets related to RG Wheeling, LLC's
facilities located at 219 Public Road, in Yorkville, Ohio and (2)
all of RG Wheeling's equity interests in Ohio Coatings Company
("OCC") and all of RG Wheeling's interests in that certain note
receivable dated April 6, 2010, and maturing May 31, 2013, in the
original principal amount of $4,825,000 of which OCC is the maker,
to Esmark Steel Group, LLC, were consummated on Oct. 18, 2012.

The purchase price for the OCC Assets was $1,500,000.  The
purchase price for the Yorkville Assets was $5,025,000 less an
amount equal to fifty percent (50%) of all Transfer Taxes and 50%
of all Real Estate Taxes paid by Purchaser at the Closing.

                          About RG Steel

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

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

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

Judge Kevin J. Carey presides over the case.

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

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

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

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

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


RG STEEL: Proposes Retention Plan for 21 Key Employees
------------------------------------------------------
WP Steel Venture LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to approve a retention plan for 21 non-
insider Key Employees of the Debtors.

Following the sale of the Debtors' primary steelmaking facilities
and assets, the Debtors' focus has shifted on the wind-down of
their estates, including liquidating their remaining inventory,
collecting accounts receivable, analyzing and pursuing
preference/avoidance actions and other litigation claims, and
conducting the claims reconciliation process.

In order to maximize the recoveries for the Debtors' remaining
secured and unsecured creditors, the Debtors relate that it is
crucial that personnel necessary to achieve these objectives must
be retained.  

The KERP would provide for each Key Employee who remains employed
by the Debtors through Dec. 31, 2012 to receive, in addition to
such employee's current base salary, a monthly stipend of $2,000
to purchase health insurance, as well as a lump sum retention
payment equal to three (3) months of such employee's base salary.  

During the period from Aug. 31, 2012, through the end of the Key
Employee's employment or service pursuant to the KERP, the Company
will not provide employee benefits under any medical, insurance or
similar welfare plan, nor will the Key Employee be eligible to
participate in any 401(k) or similar retirement savings plan.

                          About RG Steel

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

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

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

Judge Kevin J. Carey presides over the case.

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

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

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

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

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


RITZ CAMERA: Has Until Jan. 21 to Propose Chapter 11 Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Ritz Camera & Image, L.L.C., et al.'s exclusive periods to file a
Chapter 11 plan and solicit acceptances for such plan until Jan.
21, 2013, and March 19, respectively.

As reported in the Troubled Company Reporter on Oct. 10, 2012,

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported the Debtors needed more time to file a Chapter 11 plan,
although the assets are almost all sold.  Unable to find a buyer
to acquire the remaining camera stores as a going concern,
liquidators were hired to run going out-of-business sales through
the end of October.  Last month, Ritz sold the right to use the
name Boater's World and related trademarks and Internet names for
$140,000.  If approved by the Delaware bankruptcy judge at an
Oct. 22 hearing, the plan-filing deadline will be pushed out by 90
days to Jan. 21.

                         About Ritz Camera

Beltsville, Maryland-based Ritz Camera & Image LLC --
http://www.ritzcamera.com-- sold digital cameras and  
accessories, and electronic products.  It sought Chapter 11
protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to
close unprofitable stores.  Ritz claims to be the largest camera
and image chain the U.S., operating 265 camera stores in 34 states
as well as an Internet business.  When it filed for bankruptcy,
Ritz Camera intended to shut 128 locations and cut its staff in
half.  Included in the closing are 10 locations in Maryland and 4
in Virginia.

Affiliate Ritz Interactive Inc., owner e-commerce Web sites that
include RitzCamera.com and BoatersWorld.com, also filed for
bankruptcy.

RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11
protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009.
Ritz generated $40 million by selling all 129 Boater's World
Marine Centers.  A group that included the company's chief
executive officer, David Ritz, formed Ritz Camera & Image to buy
at least 163 of the remaining 375 camera stores.  The group paid
$16.25 million in cash and a $7.8 million note.  Later, Ritz sold
a $4 million account receivable for $1.5 million to an owner of
the company that owed the debt.

In the 2009 petition, Ritz disclosed total assets of $277 million
and total debts of $172.1 million.  Lawyers at Cole, Schotz,
Meisel, Forman & Leonard, P.A., served as bankruptcy counsel.
Thomas & Libowitz, P.A., served as the Debtor's special corporate
counsel and conflicts counsel.  Marc S. Seinsweig, at FTI
Consulting, Inc., served as the Debtor's chief restructuring
officer.  Kurtzman Carson Consultants LLC acted as claims and
noticing agent.  Attorneys at Cooley Godward Kronish LLP and
Bifferato LLC represented the official committee of unsecured
creditors as counsel.

In April 2010, the Court approved a liquidating Chapter 11 plan
proposed by the company and the official creditor's committee.
Under the Plan, unsecured creditors were to recover 4% to 14% of
their claims.

Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in
liabilities as of the Chapter 11 filing.  The Debtors owe not less
than $16.32 million for term and revolving loans provided by
secured lenders led by Crystal Finance LLC, as administrative
agent.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve
as bankruptcy counsel.  Kurtzman Carson Consultants LLC is the
claims agent.

WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as
Ritz's CRO.

Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at
Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon
Brothers Retail Partners LLC and Hilco Merchant Resources LLC.

Crystal Finance, the DIP lender, is represented by Morgan, Lewis &
Bockius and Young Conaway Stargatt & Taylor LLP.

Roberta A. DeAngelis, U.S. Trustee for Region 3, pursuant to
Section 1102(a)(1) of the Bankruptcy Code, appointed six persons
to Official Committee of Unsecured Creditors.


RYLAND GROUP: Reports $10.6 Million Net Income in Third Quarter
---------------------------------------------------------------
The Ryland Group, Inc., reported net income of $10.64 million on
$358.69 million of total revenues for the three months ended
Sept. 30, 2012, compared with a net loss of $21.31 million on
$248.56 million of total revenues for the same period during the
prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $11.81 million on $868.33 million of total revenues,
compared with a net loss of $51.56 million on $628.08 million of
total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$1.95 billion in total assets, $1.45 billion in total liabilities
and $497.36 million in total equity.

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

                        http://is.gd/tORiBQ

                        About Ryland Group

Headquartered in Calabasas, California, The Ryland Group, Inc.
(NYSE: RYL) -- http://www.ryland.com/-- is one of the nation's
largest homebuilders and a leading mortgage-finance company.
Since its founding in 1967, Ryland has built more than 285,000
homes and financed more than 240,000 mortgages.  The Company
currently operates in 15 states and 19 homebuilding divisions
across the country and is listed on the New York Stock Exchange
under the symbol "RYL."

The Company reported a net loss of $50.75 million in 2011, a net
loss of $85.14 million in 2010, and a net loss of $162.47 million
in 2009.

                           *     *     *

Ryland Group carries 'B1' corporate family and probability of
default ratings, with stable outlook, from Moody's.  It has 'BB-'
issuer credit ratings, with stable outlook, from Standard &
Poor's.


SEA TRAIL: Court Confirms First Amended Plan
--------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse confirmed the First
Amended Plan of Reorganization that Sea Trail Corporation filed on
Sept. 20, 2012.

The Plan establishes 16 classes: (1) administrative claims; (2) ad
valorem tax claims; (3) other tax claims; (4) the secured claims
of Waccamaw Bank, the Debtor's primary secured creditor; (5) the
secured claim of John & Frances Williams; (6) the lease agreements
with Agricredit Acceptance, LLC; (7) all executory contracts and
leases not separately classified; (8) the sewer service agreement
with Brunswick County; (9) the lease agreements with DeLage Landen
Financial; (10) the investment advisory agreement with The
Plasencia Group, Inc.; (11) the lifetime golf membership
agreements; (12) the claims asserted by the Master Association;
(13) the general unsecured claims of less than $1,000; (14) the
general unsecured claims greater than $1,000; (15) the general
unsecured claims arising from shareholder loans; and (16) the
equity interests of the Debtor's shareholders.

Plan objections were filed by the Bankruptcy Administrator and the
Unsecured Creditor's Committee.  The Bankruptcy Administrator
contends the Class 1 treatment violates 11 U.S.C. Sec. 1123(a)(4)
because members within that class are treated differently, i.e.,
the payment of the claims of some members of that class are
guaranteed by the Bank, while others are not.  The Bankruptcy
Administrator also cites her concerns that the absolute priority
rule set forth in 11 U.S.C. Sec. 1129(b)(2)(B) must be satisfied
if the unsecured class objects to the Plan.  Finally, the
Bankruptcy Administrator contends that the Plan unfairly
discriminates against the Class 14 creditors because Class 15
creditors receive more advantageous treatment under the Plan, and
that by virtue of the "junior" status of Class 15, such treatment
may also violate the absolute priority rule.

The Committee objected to the treatment of the unsecured classes,
stating that the Plan "offers different treatment to like claims
and fails to subordinate inside claims, instead giving them
preferential treatment, all in violation of Sections 1122, 1123
and 1129."  The Committee argues that such treatment also violates
"the doctrine of equitable subordination and the absolute priority
rule."

Under the Plan, Class 14 is an impaired class and consists of all
allowed general unsecured claims, except for certain unsecured
claims arising from loans made to Sea Trail by its shareholders.  
Class 14 contains roughly 51 creditors, most of which are
unsecured trade creditors owed roughly $711,861.  Each claimholder
in Class 14 will exclusively receive proceeds from the sale of all
180 sewer taps, as well as any proceeds from avoidance actions,
until each claimholder has recovered 50% of its claims.  Once each
claimholder in Class 14 has received 50% of its claims, the net
proceeds from the sale of any remaining sewer taps and avoidance
actions will be divided evenly between Classes 14 and 15.

Class 15 is also impaired and consists of all allowed unsecured
claims arising from the shareholder loans.  This class contains
only eight creditors, but the total amount of claims is roughly
$4,764,580.  This class will receive title to Tract 16, an
assignment by the Debtor of the sewer service agreement, and 50%
of any remaining proceeds from the sewer taps and avoidance
actions after Class 14 has recovered 50% of its allowed claims.

Class 16 is an impaired class and consists of the Debtor's 12
shareholders.  The Plan provides that Class 16 will not receive
any distributions from the Debtor on account of their equity
interests unless and until all senior classes of claims have been
paid in full.

In exhibits to the Plan, the Debtor indicated that creditors
within Class 14 could potentially receive as much as 77% and as
little as 22% of their claims, depending on whether the disputed
claims within Class 14 were allowed.  The creditors within Class
15 could potentially recover as much as 9% of their claims and as
little as 5% of their claims.

If Classes 14 and 15 were consolidated with the assets and claims
being combined into a single class, the Debtor said the combined
class would likely receive as much as 18% and as little as 10% on
their claims.  Therefore, the Class 14 creditors would more likely
recover a greater percentage of their claims under the existing
Plan than under a scenario where Classes 14 and 15 are combined.

During cross examination of Matthew Smith, who originally served
as consultant and advisor to the Debtor before becoming its chief
liquidating officer on Feb. 7, 2012, admitted that after
evaluating the marketability of the sewer taps and determining
that they would be the preferable source of funds for payment to
Class 14 creditors, he learned that the sewer taps could only be
sold in conjunction with lots sales in Sea Trail.  This limitation
would affect both the price and timing of sales.  As a result,
Class 14 would potentially receive as low as 10% of their claims
from the sale of sewer taps.  However that percentage recovery
would yield the Class 14 creditors roughly 1% higher than that to
be received by Class 15 creditors under the present plan and was
roughly equivalent to what the Class 14 creditors would receive if
both classes were combined.

In approving the Plan, Judge Humrickhouse held that shareholders
in Class 15 are receiving property based on their legal status as
unsecured creditors of the Debtor.  The judge said the unsecured
claims within Class 15 are not junior to the unsecured claims
within Class 14, and therefore providing Class 15 with property
even though Class 14 will not be paid in full, does not implicate
the absolute priority rule.

Finally, the judge said, Class 16 is a separate class comprising
all equity interests in the Debtor.  The Plan provides that this
class will not receive any distributions on account of their
equity interests until all senior classes have been paid in full.  
Accordingly, the Plan does not violate the absolute priority rule
because the shareholders within Classes 15 and 16 are not
receiving any property based on a junior claim or interest, and
the Plan is fair and equitable to Class 14.

On Jan. 16, 2012, Waccamaw Bank sought relief from stay, or in the
alternative, for adequate protection.  When the petition was
filed, the Bank held senior liens on the vast majority of the
Debtor's real estate, including the golf courses, convention
center buildings, developed residential lots and undeveloped real
estate.  The Debtor, the Bank and the Committee agreed to terms
regarding the Bank's stay motion.

Pursuant to an Agreed Order Allowing Relief from the Automatic
Stay and Adequate Protection to Waccamaw Bank entered on Feb. 16,
2012, the Bank released a portion of its collateral from its lien
for the benefit of the Debtor and unsecured creditors.  The so-
called Carve-Out Property consists of 19.53 acres of undeveloped
real estate identified as Tract 16, a five-acre sewer facility
abutting Tract 16, 180 sewer taps, a sewer service agreement, and
$31,472.42 of proceeds from the sale of the Debtor's property
known as 390 Magnolia Drive SW.

On Jan. 26, 2012, Sea Trail filed its initial plan of
reorganization.  On March 13, 2012, the Bank and the Committee
objected to the plan on various grounds.  On May 22, 2012, the
Debtor filed its First Amended Plan of Reorganization.

A copy of the Court's Oct. 23, 2012 Order Confirming Plan is
available at http://is.gd/C4rMfefrom Leagle.com.

                    About Sea Trail Corporation

Sunset Beach, North Carolina-based Sea Trail Corporation owns and
operates the Sea Trail Golf Resort and Conference Center.  The
Debtor's business operations are comprise of three operating
divisions, including the golf division, the convention and resort
division, and the real estate division.

Sea Trail filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
11-07370) on Sept. 27, 2011, in Wilson, North Carolina.  The
Debtor reported $34,222,281 in assets and $22,174,201 in
liabilities as of the Chapter 11 filing.  Stubbs & Perdue P.A. is
the Debtors' attorney.  McIntyre, Paradis, Wood & Company CPA's
PLLC is the Debtor's accountants.  The Finley Group, Inc., is the
Debtor's financial consultant.

Sea Trail Corporation's official committee of unsecured creditors
retained J.M. Cook and his firm, J.M. Cook, P.A., as counsel.


SECOND CHANCE: Court Won't Revisit Ruling on California's Claim
---------------------------------------------------------------
Bankruptcy Judge James D. Gregg denied the request of the German
Free State of Bavaria and the German State of North Rhine-
Westphalia asking the Court to clarify or reconsider a July 2012
order that disallowed the claim filed by the State of California
against the bankruptcy estate of SCBA Liquidation, Inc., f/k/a
Second Chance Body Armor, Inc. but permitted the claim to be
included and paid as part of a class proof of claim in the
Debtor's bankruptcy case.

In the Order, the Court held that Claim No. 304 of the State of
California is "disallowed as a claim against the bankruptcy
estate" but that "the State of California shall have a claim
within the Class in the amount of $6,354,166.81, and shall be
treated according to the procedures, restrictions and terms
approved as to the Class, and receive distribution thereon through
the Class, but shall not be deemed to be a Class Member."

In the Motion to Reconsider, the German States request that the
Court clarify whether the California Order affirmatively
determined that California holds a valid claim to be paid through
the Class or whether the order "merely recharacterizes" the claim
"from one against the bankruptcy estate to one that seeks recovery
through the Class." If the California Order is a definitive
determination that California holds a claim which may be paid
through the Class, the German States ask the Court to reconsider
that holding and either disallow the claim in its entirety or
recharacterize the claim as one that seeks recovery as part of the
Class Claim.

Concurrently with the Motion to Reconsider, the German States
filed a Second Objection to the Class Claim.  The German States
explain they recently became aware that six states have filed
class proof of claim forms, seeking payment on behalf of consumers
in their respective states through the class, even though they do
not hold allowed claims against the Debtor's bankruptcy estate.
The German States objected to the Class Claim to the extent it
includes the claims submitted by these six states.  If, as the
German States assert, the effect of the California Order was to
disallow California's claim and "recharacterize" it as a claim
that might be paid as part of the Class Claim, California's claim
would be in the same category as the claims of the other six
states and would also be subject to the German States' Second
Objection.

In denying the German States' request, Judge Gregg said the fact
that California's claim was disallowed against the bankruptcy
estate, while the other State Claims were allowed against the
estate pursuant to the stipulated orders, is "merely a matter of
semantics that does nothing to alter the language and intent of
the California Order.  Like all other states that filed claims
against the Debtor's bankruptcy estate, California's damage claim
shall be paid through the Class Claim."

The Court said the German States have not asserted any grounds
that would justify reconsideration of the California Order.  They
do not assert that the California Order contains clear legal
errors or that the controlling law has changed since entry of the
order.  The German States do not cite any "newly discovered
evidence" in support of their motion.

Judge Gregg noted that the "bankruptcy case, which has been
pending for eight years, is almost ready to be closed.
Distributions on allowed claims, including the Class Claim and the
German States' claims, are imminent. There is no reason to cause
further expense and delay by imposing additional and unnecessary
procedural requirements that will achieve the same economic result
currently mandated by the California Order."

On April 14, 2005, the California Attorney General filed proof of
claim number 304 on behalf of the People of the State of
California.  The claim asserted damages for all vests purchased in
California, either by law-enforcement agencies directly or by
wholesalers and distributors in California who sold vests to
California law-enforcement agencies.  The claim also asserted
damages for various civil penalties and costs.  Similar claims
were filed by roughly 20 other states.

On Oct. 6, 2005, the Bankruptcy Court entered an Order Granting
Motion for Class Certification.  The order established a class of
"[a]ll persons and entities in the United States and its
territories, who have purchased or used a bulletproof vest
manufactured by Second Chance Body Armor, Inc., which contains
Zylon(R) . . . ." with various exclusions.  Among the exclusions
were "any claims of state attorneys general exercising their
police powers."  The order also limited the class to breach of
warranty claims and expressly excluded "any and all claims for
violation of statute and/or punititive or exemplary damages,
including . . . any and all claims for penalties or civil
penalties brought by any State Attorney General on behalf of
consumers."

The Class Claimants filed proof of claim number 666, in the amount
of $181,134,000 on Dec. 21, 2005.  The amount of the Class Claim
has subsequently been amended and reduced.  The Chapter 7 Trustee
appointed in the Debtor's case objected to the Class Claim, as
have the German States.  The Court has entered an order
implementing procedures to identify class members and prevent
duplication of claims.  Several status conferences have been held
to address the Class Claim and the objections thereto.

On Sept. 13, 2011, the Chapter 7 Trustee filed an objection to
California's claim.  Among other things, the Chapter 7 Trustee's
objection asserted that the Damage Portion of California's claim
was duplicative of individual claims and the Class Claim and that
the Penalty Portion of the claim should be subordinated under 11
U.S.C. Sec. 726(a)(4).  The Trustee also objected to the other
State Claims on these same grounds.

Several states filed responses to the Chapter 7 Trustee's
objection.  Others, like California, did not.

A copy of Judge Gregg's Oct. 22 Opinion is available at
http://is.gd/JJnAGTfrom Leagle.com.

                  About Second Chance Body Armor

Based in Central Lake, Michigan, Second Chance Body Armor, Inc.
-- http://www.secondchance.com/-- was a leading producer of  
bullet-resistant products, including concealable body armor.  
Second Chance sold the vests to various individuals and entities,
including many law-enforcement officers and agencies.  Second
Chance filed a voluntary chapter 11 petition (Bankr. W.D. Mich.
Case No. 04-12515) on Oct. 17, 2004, after recalling more than
130,000 vests made wholly of Zylon(R), but it did not recall vests
made of Zylon blended with other protective fibers.  When the
Debtor filed for protection from its creditors, it estimated
assets and liabilities of $10 million to $50 million.

Stephen B. Grow, Esq., at Warner Norcross & Judd, LLP, represented
the Debtor.  Daniel F. Gosch, Esq., at Dickinson Wright PLLC,
represented the Official Committee of Unsecured Creditors.  

The case was converted to chapter 7 on Nov. 22, 2005, and James W.
Boyd was appointed as the Chapter 7 Trustee.  Cody H. Knight,
Esq., in Kalamazoo, Michigan, represents the Chapter 7 Trustee.  
Following conversion, the Debtor has been renamed SCBA Liquidation
Inc.


SIONIX CORP: Names K. Calligar as Interim Chief Executive Officer
-----------------------------------------------------------------
Sionix Corporation's Board of Directors approved the appointment
of Ken Calligar as the Interim Chief Executive Officer.  
Mr. Calligar accepted the appointment and agreed to serve as the
Company's Interim Chief Executive Officer for a period of 6
months.

In July 2008, Mr. Calligar, age 55, founded Convertible Capital, a
division of Trump Securities, a New York based investment banking
firm specializing in highly tailored capital raising and advisory
work, and he remains its Managing Partner.  From 2006 to 2008, Mr.
Calligar was a managing director with Jefferies & Co. where he ran
the equity-linked Capital Markets Group.  In addition he has held
managing positions in convertible securities groups at H&Q, Chase,
PaineWebber, and UBS.  Mr. Calligar is also a member of the
Company's Board of Directors.

Convertible Capital earned a fee of $38,000 for services rendered
in the placement of the Company's 10% convertible promissory notes
together with warrants which closed on Sept. 29, 2012.

Since October 2011, Mr. Calligar, has been the holder of an
approximately 6% membership interest in REVH20, LLC, a New York
based provider of a fluids management suite-of-services to
drillers and producers to reduce their overall costs and maximize
their efficiency.  REVH2O is currently constructing its primary
water remediation and recycling facility in the heart of the
Marcellus Shale (Ulysses, PA) gas formation.  REVH20 holds a
minority membership interest in Williston Basin 1, LLC.  The
Company is a 60% member of Williston Basin 1, LLC.  REVH20 also
holds shares of the Company's common stock and warrants for the
purchase of the Company's common stock, and certain of its
principals are holders of the Company's common stock.

Mr. Calligar will receive a monthly fee of $15,000 for his
services as Interim Chief Executive Officer, which is payable in
cash pursuant to the Company's normal payroll procedures.  
Mr. Calligar will also receive a grant of 5,000,000 shares of the
Company's restricted common stock, of which 2,500,000 shares will
be issued immediately and 2,500,000 shares will be issued after
Jan. 1, 2013.  The shares will be issued regardless of the status
of Mr. Calligar's position with the Company at that time.

The Company received the resignation of Frank Power as a member of
the Board of Directors, effective Oct. 23, 2012.

The Company's Board of Directors approved the appointment of Henry
Sullivan as a director.  On Oct. 23, 2012, Mr. Sullivan accepted
the appointment.

As of Oct. 24, 2012, the Board of Directors is comprised of James
W. Alexander (Interim Chairman), Bernard Brogan, Ken Calligar,
Henry Sullivan and David R. Wells.

                        About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

The Company's balance sheet at March 31, 2012, showed
$2.77 million in total assets, $3.60 million in total current
liabilities, and a stockholders' deficit of $830,380.

As reported in the TCR on Dec. 27, 2011, Kabani & Company, Inc.,
in Los Angeles, Calif., expressed substantial doubt about Sionix
Corporation's ability to continue as a going concern, following
the Company's results for the fiscal year ended Sept. 30, 2011.
The independent auditors noted that the Company has incurred
cumulative losses of $31.9 million.  "In addition, the company has
had negative cash flow from operations for the period ended
Sept. 30, 2011, of $2,187,812."


SIRIUS COMPUTER: Moody's Assigns 'B1' CFR/PDR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service assigned Sirius Computer Solutions, Inc.
B1 corporate family and probability of default ratings ("CFR" and
"PDR", respectively) and assigned B1 ratings to the Sirius
Computer's proposed $20 million Senior Secured Revolving Credit
Facility and $340 Million Senior Secured Term Loan. The rating
outlook is stable. The proceeds from the new Term Loan will be
used primarily to repay existing debt and to redeem outstanding
preferred shares of its parent, SCS Holdings plus accumulated
dividends. The assigned ratings are subject to review of final
documentation and no material change in the terms and conditions
of the transaction as advised to Moody's.

The following ratings were assigned:

  Corporate Family Rating -- B1

  Probability of Default Rating -- B1

  $20 Million Senior Secured Revolving Credit Facility -- B1
  (LGD  3 -- 42%)

  $340 Million Senior Secured Term Loan -- B1 (LGD 3 -- 42%)

Ratings Rationale

The B1 CFR reflects Sirius Computer's moderately high financial
leverage with debt to EBITDA at about 4.25 times (Moody's
adjusted, pro-forma for the proposed financing), smaller scale
compared to competing technology value-added resellers and managed
services firms, and reliance on acquisitions to drive revenue
growth. The rating is also tempered by its high vendor
concentration, although Moody's recognizes that Sirius Computer is
the largest IBM value-added-reseller of IT solutions. The company
has also made progress to diversify its vendor base to include
products from Cisco, Dell, HP and NetApp. The rating is also
supported by the company's track record in generating consistent
positive free cash flow and its good track record of paying down
debt, even throughout the economic recession.

Moody's expects Sirius Computer to maintain a good liquidity
profile over the next four quarters, supported by at least $20
million of cash and anticipated annual free cash flow generation
of $30 million or more. The strong free cash flow is buttressed by
low capital expenditures, with annual capital expenditures at less
than 2% of revenues. Working capital needs are expected to be
modest and consistent with seasonality trends.

The first lien senior secured credit facilities was assigned a B1
(LGD3 - 42%) rating, although the Loss Given Default model output
indicates a Ba3 rating because a large amount of accounts payable
provides loss absorption for the first lien debt. With Sirius'
vendor concentration there is a question of whether these vendors
would continue to distribute their critical products under the
same payment terms should financial distress develop at Sirius
Computer. Given the uncertainty that the resulting trade payables
would provide to the modeled loss absorption under duress, a one
notch downward override to B1 was applied to the first lien credit
facilities to be the same as the CFR.

The stable outlook reflects Moody's expectation that Sirius
Computer will maintain its leading market position as a value-
added reseller of IT products and services to the mid-tier market
in the US, and produce consistent levels of operating profits and
cash flows to enable it to delever.

The rating could be upgraded if the company diversifies its vendor
base, maintains revenue and cash flow growth and improves its
credit metrics, such as adjusted debt to EBITDA falls below 3.0
times on a sustained basis, and EBITDA to Interest coverage rises
above 4.0 times. The rating could be downgraded if a significant
decline in revenue or cash flows lead to adjusted debt to EBITDA
rising in excess of 5.0 times or with the expectation of weakened
liquidity which could arise from changed payment terms to its
vendors, operating losses, dividend payments, or cash acquisitions
without a proportionate increase in EBITDA. A deteriorating
relationship with key supplier -- IBM, or failure to further
diversify its vendor base, could also place downward pressure on
the rating.

The principal methodology used in this rating was Moody's Global
Business and 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.


SIRIUS XM: Planned CEO Departure No Impact on Moody's 'B1' CFR
--------------------------------------------------------------
Moody's Investors Service said that Sirius XM Radio Inc. recently
announced that its CEO of eight years, Mel Karmazin, will leave
the company on February 1, 2013 when his current employment
agreement expires. Mr. Karmazin will also resign from the board of
directors at the same time. The CEO's departure has no immediate
impact on Moody's ratings nor outlook. The B1 Corporate Family
Rating and stable rating outlook incorporate event risk related to
developments in controlling ownership and assumes near term
changes in the corporate structure, including composition of its
board of directors and executive management, will not adversely
impact the company's operating strategy, credit metrics, or
financial policies. A search committee for the new CEO has already
been formed by Sirius XM's board of directors.

On August 8, 2012, Moody's upgraded the Corporate Family Rating of
Sirius XM to B1 and assigned a stable rating outlook based on
Moody's expectation that debt-to-EBITDA ratios will improve to
less than 3.75x (including Moody's standard adjustments) driven by
continued net subscriber additions and improved automotive sales
accompanied by reduced capital spending in the years leading up to
the next satellite launch cycle. Moody's upgraded the CFR and
related debt instrument ratings due in part to management's
confirmation of its leverage target, despite uncertainties related
to the timing or the final form of the company's eventual
corporate structure including a controlling position by its
largest shareholder, Liberty Media Corporation, or a potential tax
free spin-off.

Moody's reiterates its belief that Sirius XM is subject to event
risk including Liberty Media completing its plans to control
Sirius XM with at least 50% ownership interest in the near term
and potentially adding to its board seat representation with the
intent to be deemed by the FCC as having control of Sirius XM. As
a portfolio company of Liberty Media, Moody's believes Sirius XM
faces greater risk from equity focused financial policies,
including dividends and share repurchases.

As detailed in Moody's press release dated August 8, 2012, its
triggers for a downgrade remain unchanged and include debt-to-
EBITDA ratios being sustained above 4.25x (including Moody's
standard adjustments) or a weakening of Sirius XM's liquidity
position below expected levels as a result of dividends, share
repurchases, capital spending, or a significant acquisition. Under
most scenarios, Moody's does not expect the company's leverage to
exceed its downgrade triggers given its liquidity (cash of roughly
$300 million pro forma for net redemptions) in conjunction with
current limitations on restricted payments under the indentures
for the notes due 2015 and 2018. Furthermore, the company's most
recent indenture for its 5.25% Notes due 2022 permits restricted
payments subject to pro forma compliance with a 3.50x consolidated
leverage ratio test (as defined more loosely under the indenture).
An upgrade of ratings is not likely in the near term until the CEO
position has been filled and management has had time to
demonstrate a commitment to balance debt holder returns with those
of its shareholders.


SIX FLAGS: Dividend Increase No Impact on Moody's 'B1' CFR
----------------------------------------------------------
Moody's Investors Service said Six Flags Theme Parks Inc.'s B1
Corporate Family Rating (CFR) is not affected by Six Flags
Entertainment Corporation's (SFEC; Six Flags' parent) 50% increase
in its quarterly dividend to $0.90 from $0.60 per share, but it is
an aggressive credit negative step that further increases the cash
dividend for a company that is dependent on cyclical discretionary
consumer spending and has sizable potential liquidity needs.

Six Flags' ratings were assigned by evaluating factors that
Moody's considers relevant to the credit profile of the issuer,
such as the company's (i) business risk and competitive position
compared with others within the industry; (ii) capital structure
and financial risk; (iii) projected performance over the near to
intermediate term; and (iv) management's track record and
tolerance for risk. Moody's compared these attributes against
other issuers both within and outside Six Flags' core industry and
believes Six Flags' ratings are comparable to those of other
issuers with similar credit risk. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

SFEC, headquartered in Dallas, TX, is a regional theme park
company that operates 19 North American parks. The park portfolio
includes 15 wholly-owned facilities (including parks near New York
City, Chicago and Los Angeles) and three consolidated partnership
parks - Six Flags over Texas (SFOT), Six Flags over Georgia
(SFOG), and White Water Atlanta - as well as Six Flags Great
Escape Lodge, which is a consolidated joint venture. Six Flags
currently owns 53.0% of SFOT and approximately 29.7% of SFOG/White
Water Atlanta. Revenue including full consolidation of the
partnership parks and joint venture was approximately $1.06
billion for the LTM period ended 9/30/12.


SOUTHERN AIR: Court Clears to Continue Using $25 Million Loan
-------------------------------------------------------------
Peg Brickley at Dow Jones' Daily Bankruptcy Review reports that
Southern Air Inc. stayed on track for a quick pass through
bankruptcy, winning final court approval Thursday of a $25 million
bankruptcy loan that strengthens the grip lenders have on the
struggling freight company.

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/ -- its parent Southern  
Air  Holdings Inc., and their affiliated entities filed for
Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-
12690 to 12-12707) in Wilmington on Sept. 28, 2012, blaming the
decline in business from the U.S. Department of Defense, which
reduced its troop count in Afghanistan and hired Southern Air less
frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

In its petition, the Debtors estimated $100 million to $500
million in both assets and debts.  The petition was signed by Jon
E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.


SOUTHERN AIR: U.S. Trustee Unable to Form Creditors Committee
-------------------------------------------------------------
Roberta DeAngelis, U.S. Trustee for Region 3, notified the U.S.
Bankruptcy Court for the District of Delaware that she was unable
to form an official committee of unsecured creditors in the
Chapter 11 cases of Southern Air Holdings, Inc., et al., due to
insufficient response to the U.S. Trustee's communication/contact
for service on the committee.

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air  
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.


SOUTHERN FOREST: Can Continue Hiring of Espy Metcalf as Counsel
---------------------------------------------------------------
The Bankruptcy Court for the Middle District of Alabama authorized
Southern Forest Land, Inc., to continue employment of C.H. Espy,
Jr., and J. Kaz Espy, as attorneys.

The Debtor, in its motion, requested that the Court find C. H.
Espy, Jr., and J. Kaz Espy do not hold or represent an interest
adverse to the Debtor's estate and, authorize the Debtor to
continue to employ the law firm of Espy, Metcalf & Espy, P.C.,
Attorneys at Law, to represent the Debtor despite the disclosure
of representation of corporate insider.

According to the Debtor, on March 20, 2012, C. H. Espy, Jr., and
J. Kaz Espy do not represent any party adverse to the Debtor,
however, one of the two principals, Grable Lee Ricks, Jr., sought
the assistance of C. H. Espy, Jr., and J. Kaz Espy to file a
Chapter 13 petition.

The Debtor noted that the foregoing has the potential to result in
a conflict of interest thus could effect the attorney's
continuation as counsel if they were deemed to no longer be
disinterested.

                    About Southern Forest Land

Troy, Alabama-based Southern Forest Land, Inc., filed for Chapter
11 bankruptcy (Bankr. M.D. Ala. Case No. 12-10464) on March 20,
2012, estimating $10 million to $50 million in both assets and
debts.

Judge William R. Sawyer presides over the case.  Collier H. Espy,
Jr., at Espy, Metcalf & Espy, P.C., serves as the Debtor's
counsel.  The petition was signed by Grable L. Ricks, III,
president.  The Debtor, in its amended schedules, disclosed
$13,320,669 in assets and $15,385,671 in liabilities.

The Bankruptcy Administrator for the Middle District of Alabama
said an official committee of unsecured creditors could not be
appointed in the case.


SOUTH LAKES: Inks Deal on Use of Wells Fargo Cash Collateral
------------------------------------------------------------
South Lakes Dairy Farm, asks the U.S. Bankruptcy Court for the
Eastern District of California to approve the final stipulation
with Wells Fargo Bank, National Association regarding (i) interim
use of the cash and (ii) grant adequate protection.

As of the Petition date, the total outstanding principal amount of
the notes is $16,470,000 plus certain accrued but unpaid interest,
fee and expenses in amounts to be determined.

Pursuant to the stipulation, the prepetition lender consents to
the Debtor's use of the cash collateral to fund its business
operations.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant the prepetition lender
replacement liens on all property and assets and superpriority
administrative claim status, subject to carve out on certain
expenses.  The Debtor will also pay the prepetition lender $64,168
each month for distribution in accordance with the credit
agreement interest on the prepetition obligations.

A copy of the stipulation is available for free at
http://bankrupt.com/misc/SOUTHLAKES_CC_stipulation.pdf

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012, disclosing $19.5 million
in assets and $25.4 million in liabilities in its schedules.  The
Debtor said it has $1.97 million in accounts receivable charged to
Dairy Farmers of America on account of milk proceeds, and that it
has cattle worth $12.06 million.  The farm owes $12.7 million to
Wells Fargo Bank on a secured note.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

August B. Landis, the Acting U.S. Trustee for Region 17, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  The Official Committee of Unsecured Creditors tapped
Blakeley & Blakeley LLP as its counsel.


SOUTH LAKES: Court OKs Deal on Split of Sale Proceeds
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
approved the stipulation regarding the disbursement of proceeds
received from the sale of South Lakes Dairy Farm's livestock.

The stipulation was entered among the Debtor, Wells Fargo Bank,
N.A., Bar VP Calf Ranch, and Mendes Calf Ranch.

The Court ordered that proceeds received from the sale of Bar VP
livestock will be disbursed.

The Debtor requested for order (i) authorizing sale of livestock
at public auction and (ii) granting BAR VP and Mendes to sell the
livestock designated by the Debtor, Wells Fargo and the calf
ranches upon certain terms.

A&M Livestock conducted an auction and reported net proceeds from
the sale of the Bar VP livestock amounting $470,366, and $260,460
from the sale of Mendes livestock.

The Debtor relates that pursuant to the order, the proceeds from
the sale of the livestock would be first used to pay costs of the
sale to A&M and then proceeds would be paid directly to that ranch
by A&M upon approval of the claims of the ranches by Wells Fargo
and south Lakes without further order of the Court.

Both Wells Fargo and the Debtor approved payment of (a) $260,460
to Mendes and (b) 271,893 to Bar VP.  The disbursements will
result to payment in full to Bar VP and Mendes.

The proceeds received from the sale of the Bar VP livestock
remaining after payment of (a) cost of sale and (b) the Bar VP
claim secured by agistor's lien held by Bar VP, will be disburse
as:

   -- payment of Mendes in the amount of $192,907; and

   -- payment of the remainder to Wells Fargo Bank in an estimated
      amount of $5,564.

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012, disclosing $19.5 million
in assets and $25.4 million in liabilities in its schedules.  The
Debtor said it has $1.97 million in accounts receivable charged to
Dairy Farmers of America on account of milk proceeds, and that it
has cattle worth $12.06 million.  The farm owes $12.7 million to
Wells Fargo Bank on a secured note.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

August B. Landis, the Acting U.S. Trustee for Region 17, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  The Official Committee of Unsecured Creditors tapped
Blakeley & Blakeley LLP as its counsel.


SOUTH LAKES: Taps Atkinson Andelson as Litigation Attorneys
-----------------------------------------------------------
South Lakes Dairy Farm asks the U.S. Bankruptcy Court for the
Eastern District of California for permission to employ Atkinson,
Andelson, Loya, Rudd & Romo, as its employment litigation
attorneys and special counsel.

Howard Sagaser is the primary attorney working on the Debtor's
case.  Mr. Sagaser has been acting as the Debtor's employment
litigation attorney since February 2012, and is familiar with the
pending litigation filed with the Agricultural Labor Relations
Board (ALRB) by United food and Commercial workers Union, Local 5
and some of the Debtor's former employees.

Mr. Sagaser will render general representation of the Debtor in
the litigation.  Mr. Sagaser's hourly rate is $325.

Atkinson Andelson was owed $13,265 on the Petition Date and waived
its claim as a condition for employment.

To the best of the Debtor's knowledge, Atkinson Andelson holds no
interest adverse to the Debtor or its estate in any of the matters
upon which it is to be engaged.

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012, disclosing $19.5 million
in assets and $25.4 million in liabilities in its schedules.  The
Debtor said it has $1.97 million in accounts receivable charged to
Dairy Farmers of America on account of milk proceeds, and that it
has cattle worth $12.06 million.  The farm owes $12.7 million to
Wells Fargo Bank on a secured note.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

August B. Landis, the Acting U.S. Trustee for Region 17, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  The Official Committee of Unsecured Creditors tapped
Blakeley & Blakeley LLP as its counsel.


SPICY GOURMET: Ali Balaban Steps Down as Chief Executive Officer
----------------------------------------------------------------
Spicy Gourmet Manufacturing, Inc., disclosed that on Oct. 23, 2012
the Board accepted the immediate resignations of:

   a. Ali Balaban from his positions of President, CEO, and
      Director of the company;

   b. Mr. Daniel C. Masters from his positions as Secretary,
      Treasurer and CFO. Mr. Masters will remain a Director of the
      Company; and

   c. Mr. Dinesh Perera as Director of the Company.

The company also announced the appointment of Nick Arroyo as
President, Chief Executive Officer and Director.  "We look forward
to working with Nick in moving the company forward and welcome him
to the Board," said SPICY's Director Dan Masters.

"I'm very happy to join the Spicy Gourmet Manufacturing, Inc. team
and look forward to developing and implementing a win-win strategy
for our shareholders, future customers and employees," said Mr.
Arroyo.  Nick joins SPICY from WFM Technologies LLC, a provider of
a Software-as-a-Service (SaaS) cloud offering workforce management
solution, where he was the Managing Director.  Prior to WFMT, Mr.
Arroyo was the President & CEO of Vault Technologies, Inc., now
Eco Ventures Group, Inc. (EVGI).  From 2005 to 2006 Mr. Arroyo was
Vice President of Global Operations for VoIP Inc., a leading
provider of voice over IP services.  Throughout his career
Mr. Arroyo has held leadership positions in both
Accounting/Finance and Sales/Marketing.

The Company also announced the appointment of James M. Palladino
as Secretary, Chairman of the Board and Director.  Mr. Palladino
brings over 17 years financial services experience, starting his
career as a retail stock broker on Wall Street where he
successfully managed individual as well corporate retail accounts
for clients.  Mr. Palladino was also instrumental in raising
several million dollars for various institutional clients for
public and private offerings, while still maintaining his client
base.  Upon exiting Wall Street he then established himself in the
public investor relations arena where he successfully designed and
implemented over a dozen digital, print and telephone marketing
campaigns, as well as assisted In bringing approximately half of
them public, creating shareholder value as well as investor
enthusiasm. Over the last 2 years Mr. Palladino has invested in
several companies both in the public and private sectors.  Mr.
Palladino received his technical training and an electronics
degree from what is now known as DeVry University in New Jersey.

                 About Spicy Gourmet Manufacturing

Spicy Gourmet Manufacturing, Inc., was organized under the laws of
the State of Delaware on Dec. 30, 2010.  The Company was
established as part of the Chapter 11 reorganization of Spicy
Gourmet Organics, Inc.  Under SGO's Plan of Reorganization, as
confirmed by the U.S. Bankruptcy Court for the Central District of
California, the Company was incorporated to: (1) receive and own
any interest which SGO had in the manufacturing of spice mills and
similar products; and (2) issue shares of its common stock to
SGO's general unsecured creditors, to its administrative
creditors, and to its shareholder.  The Company has been in the
development stage since its formation and has not yet realized any
revenues from its planned operations.


SK FOODS: Scott Salyer Sentencing Further Delayed to Jan. 8
-----------------------------------------------------------
According to a press release, the alleged corruption and ongoing
drama labyrinth "Operation Rotten Tomato" -- the name Federal
investigators gave the case against Scott Salyer -- is certainly
leaving a bad taste in the mouth of the former owner and CEO of SK
Foods LP, who was charged back in March, along with several
associates, with inflating prices of processed tomatoes.

Those familiar with the intricacies of the case allege that U.S.
Attorney General Eric Holder and the Department of Justice are
involved in the set-up of the produce expert whose testimony was
used as evidence against Salyer.  The ongoing labyrinth has
created major problems for the sentencing process as the Federal
Sentencing Guidelines are statute and are incongruent to the terms
that the Government have demanded.  Scott Salyer's sentencing has
been continued to Jan. 8, 2013.

They further allege Holder, who, when confronted with evidence of
malfeasance engaged in by the Private Public Partners, opted not
to stop it and include the Bank of Montreal, OLAM, 2008 Democratic
National Convention Delegate Bill Brandt of Development
Specialists, Inc. (DSI) and James Spiotto of Chicago.  Salyer's
American Grown produce was exported to Canada, Mexico, Italy and
other countries.

Salyer's advocates say that like the Private Public Partners, the
Chicago Coalition formulated false information in order to conceal
the wrongful seizure of the Salyer companies and attempted
wrongful death of Salyer.

According to supporters, the Chicago Coalition in fabricating
their mob toned PR story against Salyer, involved one of the
Private Public Partners' hiring of an FBI Supervisor to railroad
Salyer into the RICO (Racketeer Influenced and Corrupt
Organizations Act) Statute and enabled Larry Mizera of BMO Capital
markets to steer SK Foods LP -- a $550,000,000 company -- into an
instant involuntary Chapter 11 Bankruptcy proceeding.

Salyer supporters launched a website which can be accessed from
two addresses: http://www.operationrottentomato.com
and http://www.scott-salyer.com

                          About SK Foods

SK Foods LP ran a tomato processing facility.  It filed for
Chapter 11 bankruptcy protection after being dropped by its
lending group.  Creditors filed an involuntary Chapter 11 petition
against SK Foods LP and affiliate RHM Supply/ Specialty Foods Inc.
(Bankr. E.D. Calif. Case No. 09-29161) on May 8, 2009.  SK Foods
had said it was preparing to file a voluntary Chapter 11 petition
when the creditors initiated the involuntary case.  The Company
later put itself into Chapter 11 and Bradley D. Sharp was
appointed as Chapter 11 trustee.  The Debtors were authorized on
June 26, 2009, to sell the business for $39 million cash to a U.S.
arm of Singapore food processor Olam International Ltd.  The
replacement cost for the assets is $139 million, according to
Olam.

As reported by the Troubled Company Reporter on Feb. 19, 2010, a
federal grand jury returned a seven-count indictment charging
Frederick Scott Salyer, former owner and CEO of SK Foods, with
violations of the Racketeer Influenced and Corrupt Organizations
Act, in connection with his direction of various schemes to
defraud SK Foods' corporate customers through bribery and food
misbranding and adulteration, and with wire fraud and obstruction
of justice.


SPIRIT AEROSYSTEMS: S&P Affirms 'BB' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB' corporate credit rating, on Wichita, Kan.-based
aerostructure supplier Spirit AeroSystems Inc. and revised the
outlook to stable from positive.

"We are also affirming our 'BBB-' rating on the company's $1.2
billion senior secured credit facility (which includes a $650
million revolver and a $550 million term loan), with a recovery
rating of '1', which indicates very high recovery (90%-100%) in a
payment default scenario. We are affirming our 'BB-' rating on
Spirit's $600 million unsecured notes with a recovery rating of
'5', indicating expectations of modest recovery (10%-30%) in a
simulated default scenario," S&P said.

"The outlook revision reflects our view that problems executing
new programs will result in 2013 free cash flow being much lower
than our previous expectations and will delay a turn to
sustainable positive free cash flow ntil at least 2014," said
Standard & Poor's credit analyst Christopher Denicolo. "Spirit
announced it will be taking a $590 million pretax forward loss
charge in the third quarter of 2012, reflecting its expectation of
higher future costs related to materials, labor, and factory
support on the 787, G280, and G650 programs. Although the charge
is noncash now, the higher costs will result in additional cash
outflows over the next few years. Spirit has obtained lender
consent to loosen covenants in its credit facility through the
second quarter of 2013 because this charge would result in a
violation of financial covenants. Separately, Spirit also
announced that it reached a final settlement with insurers for all
claims related to an April tornado that damaged a facility. Spirit
has already received $105 million and will receive an additional
$130 million, likely in the fourth quarter 2012, to cover
significant repairs expected to occur in 2013."

"We assess Spirit's financial risk profile as 'significant,' which
reflects above-average credit metrics for the rating and large
investment needs to participate in new programs, which has
resulted in significant negative free cash flow since 2005. Debt
to EBITDA was 2x and funds from operations (FFO) to debt was 35%
for the 12 months ended June 28, 2012. We expect modest
improvement over the next year (after adjusting for this one-time
charge) mainly because of increasing production rates on the
profitable 737, which accounts for roughly 50% of total sales,"
S&P said.

"We expect that positive free cash flow in 2012 will only be
temporary, as the company benefits from one-time insurance
proceeds along with $200 million in cash advances from Airbus
related to the A350 program. In 2013, we expect that free cash
flow will again be negative because of higher costs on development
programs combined with cash outlays to repair tornado damage to
its Wichita facility. In the long term, we expect free cash flow
to get a significant boost from material production increases of
the 787. However, the 787 program has been delayed several times
in the past, and we believe the planned increase in production
rates involves significant operational and financial risks," S&P
said.

"We view the company's business risk profile as 'fair,' which
reflects Spirit's limited customer and program diversity. In an
attempt to improve diversity, Spirit won awards on several non-
Boeing aircraft programs in recent years, including the Airbus
A350, Sikorsky CH-53K military helicopter, Mitsubishi MRJ regional
jet, and the Gulfstream G280 and G650 business jets. These
aircraft are all in various stages of development or initial
production. At the same time, Spirit has had to manage increasing
production rates on the 737 and 787, which has proved challenging,
resulting in a modest deterioration in operating efficiency.
Still, Spirit remains the largest independent supplier of
commercial aerostructures with solid positions on popular
aircraft," S&P said.

"The outlook is stable. Adequate near-term liquidity, expected
improved performance on existing programs, a sizable backlog, and
healthy demand for commercial aircraft should help Spirit maintain
its current credit quality. We expect increasing costs and
investment in new programs to pressure free cash flow and prevent
an upgrade over the next 12 months. However, we could raise the
ratings if the 787 program deliveries result in free cash flow to
debt increasing to more than 10% for a sustained period. We could
lower the ratings if the commercial aerospace market deteriorates
significantly, or if any additional problems on the 787 or other
programs have a material adverse effect on key credit metrics or
liquidity, such that FFO to debt falls below 25% or cash and
revolver availability declines below $200 million," S&P said.


SPRINT NEXTEL: Incurs $767 Million Net Loss in Third Quarter
------------------------------------------------------------
Sprint Nextel Corp. reported a net loss of $767 million on
$8.76 billion of net operating revenues for the quarter ended
Sept. 30, 2012, compared with a net loss of $301 million on $8.33
billion of net operating revenues for the same period a year ago.

Sprint reported a net loss of $3 billion on $26.34 billion of net
operating revenues for the nine months ended Sept. 30, 2012, in
comparison with a net loss of $1.58 billion on $24.95 billion of
net operating revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$48.97 billion in total assets, $40.47 billion in total
liabilities and $8.50 billion in total stockholders' equity.

"The Sprint platform performed well, with strong net subscriber
additions, record third quarter postpaid and prepaid churn and
robust revenue growth, contributing to Adjusted OIBDA of $1.28
billion even as we continue to invest in Network Vision and
position the company for future growth," said Dan Hesse, Sprint
CEO.  "As a result, we believe we will slightly exceed the top of
the range of our recently increased Adjusted OIBDA forecast."

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

                        http://is.gd/z4gL2G

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


SPRINT NEXTEL: SoftBank Holds 16.4% of Series 1 Common Stock
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, SoftBank Corp. and its affiliates disclosed that, as
of Oct. 15, 2012, they beneficially own 590,476,190 shares of
Series 1 Common Stock of Sprint Nextel Corporation representing
16.4% of the shares outstanding.  A copy of the filing is
available for free at http://is.gd/UrBCFQ

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

The Company's balance sheet at Sept. 30, 2012, showed $48.97
billion in total assets, $40.47 billion in total liabilities and
$8.50 billion in total stockholders' equity.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


STRATEGIC AMERICAN: Crude Oil Confirmed in Namibia Soil Sample
--------------------------------------------------------------
Duma Energy Corp., formerly Strategic American Oil, said that the
results of Hydrocarb Energy Corporation's recent geologic field
survey in the Owambo Basin confirms the presence of crude oil from
a probable carbonate source according to a study performed by
Weatherford Laboratories of Houston, TX.

Jeremy G. Driver, chief executive officer of Duma Energy, stated,
"We're very encouraged by the results of the Weatherford report.
Carbonate basins of a similar age, which are found in North
Africa, Siberia, and Oman, are known for prolific oil production."
Duma Energy is a 39% working interest partner in Hydrocarb Energy
Corporation's onshore Owambo Basin concession.

The independent analysis was performed on a soil sample from the
vicinity of the Etosha Petroleum 5-1A well bore, the only well in
the entire Owambo Basin to penetrate the top of the prospective
carbonate section.

Pasquale Scaturro, Hydrocarb's President commented, "This positive
news confirms our belief that a petroleum system is present in
northern Namibia and that the Owambo Basin has the potential to
develop into a major petroleum province."

Hydrocarb expects to release the full soil sample report along
with the results of the recently completed reservoir and source
rock field study shortly.  Encouraged by the results of the first
study, they are currently launching a second source rock study in
the 5.3 million-acre Owambo Basin concession.  It will be followed
by an airborne high-resolution gravity and magnetic survey.

                      About Strategic American

Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois.  The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
Strategic American a net loss of $10.28 million on $3.41 million
of revenue for the year ended July 31, 2011, compared with a net
loss of $3.49 million on $531,736 of revenue for the same period
during the prior year.

The Company reported a net loss of $4.41 million on $5.28 million
of revenue for the nine months ended April 30, 2012, compared with
a net loss of $9.94 million on $1.48 million of revenue for the
same period a year ago.

The Company's balance sheet at April 30, 2012, showed $23.93
million in total assets, $11.53 million in total liabilities and
$12.39 million in total stockholders' equity.


TCF FINANCIAL: Fitch Lowers Preferred Stock Rating to 'B+'
----------------------------------------------------------
Fitch Ratings has downgraded the long-term Issuer Default Ratings
(IDRs) for TCF Financial Corporation (TCB) and its principal
banking subsidiary TCF National Bank to 'BBB' from 'BBB+'.  The
Rating Outlook remains Negative.

Today's rating action is reflective of TCB's continued asset
quality deterioration.  Non-performing assets (NPAs), inclusive of
troubled debt restructurings (TDRs) increased $192 million to
$1.15 billion at third quarter 2012 (3Q'12) totaled and
represented 7.5% of total loans and real estate owned (REO).  This
represents a sizeable increase from a year ago when NPAs stood at
$959 million and 6.7%, respectively.  Similarly, net charge-offs
and provisions spiked in 3Q'12 (2.74% annualized) relative to
recent quarters.

The most recent increase in 3Q'12 NPAs were driven by OCC guidance
related to performing consumer loans discharged from Chapter 7
bankruptcy.  This new guidance requires lenders to charge off
loans to the fair value of the underlying collateral in
circumstances when a borrower's debts have been discharged in
bankruptcy and the borrower has not reaffirmed the debt.  This
action needs to be taken regardless of payment status.  Even
setting aside this guidance, Fitch calculated NPAs for TCF have
increased in each of the last five quarters and have shown few
signs of abating.

The application of the new guidance resulted in $43 million and
$32 million of incremental charge-offs and provisioning,
respectively.  This also resulted in $103 million of accruing TDRs
being placed on non-accrual status.  Fitch recognizes that the
loans charged off as a result of the OCC guidance will likely have
a higher recovery rate than other loans that have been charged off
but the majority of the charge-offs are not anticipated to be
recovered.  Fitch further notes TCB's considerable level of
consumer loan balances in bankruptcy court ($94 million in 2Q'12)
that could result in additional charge-offs in coming quarters as
a result of the OCC guidance.

Regardless of the 3Q'12 charge-offs, TCB's ratings had a Negative
Rating Outlook due to relatively poor asset quality measures, but
more importantly, due to TCB's strategy shift a year ago which
emphasizes a national lending platform of indirect prime and non-
prime auto and inventory finance.  This stands in contrast to
TCB's historical focus of traditional consumer and commercial
lending within its geographic footprint.

Loan growth within these loan categories has been robust and Fitch
views this growth with caution as the underlying loans have not
had time to fully season.  Fitch will continue to view TCB's
growing proportion of national lending products as a less proven,
and, therefore, riskier operating strategy until loan growth slows
and the underlying portfolio proves, over time, to be of high
credit quality

This rating action comes on the heels of TCB's recent balance
sheet optimization initiative whereby TCB prepaid several long-
term FHLB facilities while absorbing significant pre-payment
penalties.  Fitch viewed the initiative as credit neutral as the
positive impacts of lower asset sensitivity and greater forward
earnings power were offset by lower levels of tangible common
equity in the near term.

The Outlook for TCB's ratings remains Negative as trends in asset
quality remain at odds with peer institutions that are largely
experiencing significant improvements in the levels of NPAs, net
charge-offs (NCOs) and provisioning while TCB's trends remain
negative.  Fitch notes that the Outlook horizon, typically 12-18
months, may be shorter in this instance if current asset quality
trends do not show sustained improvement.

Rating Drivers and Sensitivities
If asset quality trends begin to show clear and consistent
positive trajectory while earnings normalize at levels consistent
with similarly rated institutions, the Outlook could be revised to
Stable.  In the long term, if the newer national lending products
season and show solid credit performance through the cycle,
ratings could be affected positively.  Conversely, TCF's ratings
are sensitive to asset quality trends, which, if they remain
volatile and negative, could result in a further downgrade of
TCF's ratings.

TCB is an $18.9 billion bank holding company with operations in
Minnesota, Illinois, Wisconsin, Michigan, Indiana, Colorado,
Arizona, and South Dakota.

Fitch has downgraded the following ratings:
TCF Financial Corporation

  -- Long-term IDR to 'BBB' from 'BBB+';
  -- Viability to 'bbb' from 'bbb+';
  -- Preferred stock to 'B+' from 'BB-'.

TCF National Bank

  -- Long-term IDR to 'BBB' from 'BBB+';
  -- Viability to 'bbb' from 'bbb+';
  -- Subordinated debt to 'BBB-' from 'BBB';
  -- Long-term deposits to 'BBB+' from 'A-'.

Fitch has affirmed the following ratings:

TCF Financial Corporation

  -- Support at '5';
  -- Short-term IDR at 'F2';
  -- Support floor at 'NF'.

TCF National Bank

  -- Support at '5'
  -- Short-term IDR at 'F2';
  -- Short-term deposits at 'F2';
  -- Support floor at 'NF'.

The Rating Outlook is Negative.


TELETOUCH COMMUNICATIONS: Jardine Loan to Mature on Jan. 30
-----------------------------------------------------------
Jardine Capital Corp. approved a one-time, final extension of the
term of its loan to Teletouch Communications, Inc., to Jan. 30,
2013, in consideration of an extension fee of approximately
$5,433.  The current balance on the Jardine Capital loan is
approximately $546,184 and this loan is collateralized by a second
lien on the same property owned by the Company.  

The loan originally matured on May 3, 2012, and was initially
extended through Aug. 3, 2012, and then further extended through
Oct. 15, 2012.

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

The Company's balance sheet at Aug. 31, 2012, showed $11.88
million in total assets, $18.21 million in total liabilities and a
$6.33 million total shareholders' deficit.

BDO USA, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statement for the year
ended May 31, 2012.  The independent auditors noted that the
Company has increasing working capital deficits, significant
current debt service obligations, a net capital deficiency along
with current and predicted net operating losses and negative cash
flows which raise substantial doubt about its ability to continue
as a going concern.


TN-K ENERGY: Liggett Vogt Replaces Sherb & Co. as Accountant
------------------------------------------------------------
TN-K Energy Group Inc. dismissed Sherb & Co., LLP, as its
independent registered public accounting firm and engaged Liggett,
Vogt & Webb, P.A., as replacement.  

Sherb & Co., LLP, audited the Company's financial statements for
the periods ended Dec. 31, 2011, and 2010.  The dismissal of Sherb
& Co. was approved by the Company's Board of Directors on Oct. 23,
2012.  Sherb did not resign or decline to stand for re-election.

Neither the report of Sherb & Co., dated April 13, 2012, on the
Company's balance sheets as of Dec. 31, 2011, and 2010 and the
related statements of operations, stockholders' deficit, and cash
flows for the years ended Dec. 31, 2011, and 2010 nor the report
of Sherb & Co., dated April 13, 2011, on the Company's balance
sheets as of Dec. 31, 2010, and 2009 and the related statements of
operations, stockholders' deficit, and cash flows for the years
ended Dec. 31, 2010, and 2009 contained an adverse opinion or a
disclaimer of opinion, nor were either such report qualified or
modified as to uncertainty, audit scope, or accounting principles,
except that both those reports raised substantial doubts on the
Company's ability to continue as a going concern.

During the Company's two most recent fiscal years and the
subsequent interim period preceding the Company's decision to
dismiss Sherb & Co., the Company had no disagreements with the
firm on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope of procedure
which disagreement if not resolved to the satisfaction of Sherb &
Co. would have caused it to make reference to the subject matter
of the disagreement in connection with its report.

During the Company's two most recent fiscal years and the
subsequent interim period prior to retaining Liggett, Vogt & Webb,
P.A. (1) neither the Company nor anyone on its behalf consulted
Liggett, Vogt & Webb, P.A. regarding (a) either the application of
accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered
on our financial statements or (b) any matter that was the subject
of a disagreement or a reportable event as set forth in Item
304(a)(1)(iv) and (v), respectively, of Regulation S-K, and (2)
Liggett, Vogt & Webb, P.A. did not provide the Company with a
written report or oral advice that they concluded was an important
factor considered by the Company in reaching a decision as to
accounting, auditing or financial reporting issue.

                         About TN-K Energy

Crossville, Tenn.-based TN-K Energy Group, Inc., an independent
oil exploration and production company, engaged in acquiring oil
leases and exploring and developing crude oil reserves and
production in the Appalachian basin.

After auditing the 2011 results, Sherb & Co., LLP, in New York,
expressed substantial doubt about the Company's ability to
continue as a going.  The independent auditors noted that the
Company has incurred recurring operating losses and will have to
obtain additional financing to sustain operations.

The Company's balance sheet at June 30, 2012, showed $2.75 million
in total assets, $3.99 million in total liabilities and a $1.24
million total stockholders' deficit.


TRIBUNE CO: Bank Debt Trades at 23% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 76.64 cents-on-the-
dollar during the week ended Friday, Oct. 26, an increase of 0.61
percentage points from the previous week according to data
compiled by LSTA/Thomson Reuters MTM Pricing and reported in The
Wall Street Journal.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank loan matures on May
17, 2014.  The loan is one of the biggest gainers and losers among
193 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                       About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8,
2008.  The Debtors proposed Sidley Austin LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North America LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.  Chadbourne & Parke LLP and
Landis Rath LLP serve as co-counsel to the Official Committee of
Unsecured Creditors.  AlixPartners LLP is the Committee's
financial advisor.  Landis Rath Moelis & Company serves as the
Committee's investment banker.  Thomas G. Macauley, Esq., at
Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the
Committee in connection with the lawsuit filed against former
officers and shareholders for the 2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups have delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.  The
bankruptcy court has scheduled a May 16 hearing on Tribune's plan.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  Before it formally
emerges from bankruptcy, Tribune must still get approval from the
Federal Communications Commission on new broadcast licenses and
waivers for overlapping ownership of television stations and
newspapers in certain markets.

Bankruptcy Creditors' Service, Inc., publishes Tribune Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by Tribune Company and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRIDENT MICROSYSTEMS: Mark Wehrly Discloses 5.6% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Mark C. Wehrly and his affiliates disclosed that, as
of Oct. 16, 2012, they beneficially own 10,267,973 shares of
common stock of Trident Microsystems, Inc., representing 5.6% of
the shares outstanding.  A copy of the filing is available at:

                        http://is.gd/aJ85IP

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Pachulski Stang Ziehl & Jones LLP represents the Official
Committee of Unsecured Creditors.  The Committee tapped to retain
Fenwick & West LLP as its special tax and claims counsel, Imperial
Capital, LLC, as its investment banker and financial advisor.

Dewey & LeBoeuf represented the statutory committee of equity
security holders before Dewey's bankruptcy filing in May 2012.
Proskauer Rose LLP later replaced Dewey.  The committee also has
retained Campbells as Cayman Islands counsel, and Quinn Emanuel
Urquhart & Sullivan, LLP as its conflicts counsel.  Alvarez &
Marsal North America, LLC, serves as the committee's financial
advisors.


TRIDENT MICROSYSTEMS: Plan Confirmation Hearing Set for Dec. 13
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Dec. 13, 2012, at 1 p.m. (EST), to consider
confirmation of Trident Microsystems, Inc. et al.'s Chapter 11
Plan.  Objections, if any, are due Nov. 26, at 4 p.m.

The Court said that the Disclosure Statement explaining the
proposed Chapter 11 Plan of the Debtor contained adequate
information within the meaning of Section 1125 of the Bankruptcy
Code.

Written ballots accepting to rejecting the Plan are due Nov. 26,
at 5 p.m.

As reported in the Troubled Company Reporter on Oct. 18, 2012,
Trident submitted a Chapter 11 plan and disclosure statement
designed to distribute the $79 million in cash remaining from the
sale of its assets, a liquidation the semiconductor maker says is
supported by all major constituencies.

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Pachulski Stang Ziehl & Jones LLP represents the Official
Committee of Unsecured Creditors.  The Committee tapped to retain
Fenwick & West LLP as its special tax and claims counsel, Imperial
Capital, LLC, as its investment banker and financial advisor.

Dewey & Leboeuf as represents the statutory committee of equity
security holders.  The statutory committee tapped to retain
Campbells as Cayman Islands counsel, and Quinn Emanuel Urquhart &
Sullivan, LLP as its conflicts counsel.

The consolidated balance sheet contained in a regulatory filing
listed assets of $236.8 million and total liabilities of
$112.8 million as of Sept. 30, 2012.

For the nine months ended Sept. 30, revenue was $238 million,
resulting in a $113.2 million operating loss and a $106.1 million
net loss.


TXU CORP: Bank Debt Trades at 32% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 67.52 cents-on-the-dollar during the week
ended Friday, Oct. 26, a drop of 1.79 percentage points from the
previous week according to data compiled by LSTA/Thomson Reuters
MTM Pricing and reported in The Wall Street Journal.  The Company
pays 450 basis points above LIBOR to borrow under the facility.  
The bank loan matures on Oct. 10, 2017, and carries Moody's Caa1
rating and Standard & Poor's CCC rating.  The loan is one of the
biggest gainers and losers among 193 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                      About Energy Future

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

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

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

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

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


TXU CORP: Bank Debt Trades at 29% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which TXU Corp., now
known as Energy Future Holdings Corp., is a borrower traded in the
secondary market at 71.47 cents-on-the-dollar during the week
ended Friday, Oct. 26, a drop of 2.73 percentage points from the
previous week according to data compiled by LSTA/Thomson Reuters
MTM Pricing and reported in The Wall Street Journal.  The Company
pays 350 basis points above LIBOR to borrow under the facility.  
The bank loan matures on Oct. 10, 2014, and carries Standard &
Poor's CCC rating.  The loan is one of the biggest gainers and
losers among 193 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                      About Energy Future

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

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

The Company's balance sheet at Dec. 31, 2011, showed $44.07
billion in total assets, $51.83 billion in total liabilities, and
a $7.75 billion total deficit.

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

                           *     *     *

In late January 2012, Moody's Investors Service changed the rating
outlook for Energy Future Holdings Corp. (EFH) and its
subsidiaries to negative from stable.  Moody's affirmed EFH's Caa2
Corporate Family Rating (CFR), Caa3 Probability of Default Rating
(PDR), SGL-4 Speculative Grade Liquidity Rating and the Baa1
senior secured rating for Oncor.

EFH's Caa2 CFR and Caa3 PDR reflect a financially distressed
company with limited flexibility. EFH's capital structure is
complex and, in our opinion, untenable which calls into question
the sustainability of the business model and expected duration of
the liquidity reserves.


UNI-PIXEL INC: To Hold Third Quarter Conference Call on Nov. 7
--------------------------------------------------------------
UniPixel, Inc., will hold a conference call on Wednesday, Nov. 7,
2012, at 4:30 p.m. Eastern time to discuss the third quarter ended
Sept. 30, 2012.  Financial results will be issued in a press
release prior to the call.

UniPixel President and CEO Reed Killion and CFO Jeff Tomz will
host the presentation, followed by a question and answer period.

Date: Wednesday, Nov. 7, 2012
Time: 4:30 p.m. Eastern time (1:30 p.m. Pacific time)
Dial-In Number: 1-877-941-1427
International: 1-480-629-9664
Conference ID#: 4569676
Webcast: http://public.viavid.com/index.php?id=102084

The conference call will be broadcast live and available for
replay via the Investors section of the Company's Web site at
http://www.unipixel.com

Toll-free replay number: 1-877-870-5176
International replay number: 1-858-384-5517
Replay pin number: 4569676

                       About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

The Company reported a net loss of $8.57 million in 2011 compared
to a net loss of $3.82 million in 2010.

The Company's balance sheet at June 30, 2012, showed $5.60 million
in total assets, $154,626 in total liabilities and $5.45 million
in total shareholders' equity.


UNION PACIFIC: Moody's Raises Seniority Shelf Rating From (P)Ba1
----------------------------------------------------------------
Moody's Investors Service raised the senior unsecured debt ratings
of Union Pacific Corporation ('UP') to Baa1 from Baa2; the senior
unsecured debt rating of UP's main operating subsidiary Union
Pacific Railroad Company ('UPRR') has been raised to A3 from Baa1.
Union Pacific's Prime-2 short term rating is unaffected by the
rating action. The ratings outlook is stable.

Ratings Rationale

The upgrade of UP's ratings considers the company's improved
operating trends with an operating ratio which at 68% is among the
best in the rail industry. Moody's expects that the company will
be able to sustain an operating ratio in the range of 70% or lower
throughout the economic cycle, despite potential headwinds that
could adversely affect demand for rail freight in general. Moody's
anticipates that, because of strong margins, UP will be able to
generate operating cash flow in the range of $4 to $6 billion
through 2013, even in the event of a mild recessionary scenario,
which is critical to the company's ability to sustain system and
equipment spending at amounts necessary to maintain service
levels. The rating action also considers that UP will maintain a
prudent financial policy, with share repurchases being largely
funded with free cash flow rather than through incremental
borrowing. As a result, Moody's expects that UP's credit metrics
will continue to map well against Baa1 rated companies: Debt to
EBITDA of approximately 1.5 times, EBIT to Interest of over 8
times, and Retained Cash Flow to Debt in excess of 35%.

UP's strengthened operating performance will help to mitigate
certain challenges that most Class I railroads will face in the
near term. In particular, approximately 20% of UP's revenue is
derived from its coal freight franchise, which has experienced a
dramatic drop in volume (approximately 12% YTD through September
2012, versus prior year) due primarily to lower demand by
customers in the utility sector. However, the loss of coal revenue
in 2012 has largely been offset by strong growth at solid yields
in freight related to oil and gas production in the Bakken and
Eagle Ford shale regions. Another area of concern lies in UP's
large intermodal business, which also represents about 20% of
revenue. Consumer demand is a key driver of intermodal freight
volume, which means that this segment would be vulnerable to a
loss of business in the event of a recession. Nonetheless, Moody's
believes that UP's record of good cost management and the strong
pricing environment in a diverse range of freight groups will
limit the amount of margin deterioration that may ensue if any of
its freight segments face a short run downturn.

The ratings also take into consideration UP's significant, but
manageable shareholder return policy. Since the end of 2009, UP
has repurchased approximately $3.8 billion of its shares . While
sizeable, UP has been able to use its cash flow to fund its share
repurchases; UP generated over $4 billion of free cash flow over
this period. This allowed the company to carry out its share
purchases without use of incremental debt. Because of this, UP was
able to reduce debt levels by approximately 5% over this time,
which was an important factor in the reduction in leverage over
this period. Going forward, Moody's expects that UP will continue
to prudently pursue share repurchases at levels that will not
likely result in a material increase in leverage or reduction in
liquidity.

The ratings of most ETC's were confirmed at Aa3. With the senior
unsecured rating of UPRR at A3, the ratings of these instruments
are more directly influenced by the credit quality of the issuer
than by the protection provided by its underlying collateral.

The stable ratings outlook reflects Moody's expectations that UP
will be able to maintain operating margins at or below 70% as well
as strong operating cash flows over the near term, even if the
railroad sector experiences a short, mild downturn, with credit
metrics sustained at levels commensurate with the Baa1 rating.
Moody's expects that the company will continue to exercise a
prudent share repurchase program over the next few years,
directing operating cash flow primarily towards network
investments while keeping leverage roughly in-line with current
levels.

Higher ratings are not expected at this time, but could be
considered if UP is able to sustain favorable operating metrics
throughout the industry cycle, including effectively responding to
spikes in demand that occur during economic upturns without
risking deterioration in service levels that could weaken customer
satisfaction and pricing potential. Upgrades would also be
dependent on demonstration of continued conservative financial
management and maintenance of strong liquidity.

Ratings could be lowered if operating conditions sharply
deteriorate unexpectedly over the near term, particularly if this
were to coincide with a substantial increase in debt or the
implementation of a more aggressive shareholder return policy. An
Operating Ratio approaching 75%, Debt to EBITDA of above 2.0
times, or Retained Cash Flow to Debt that approaches 25% would
warrant lower rating consideration.

Upgrades:

  Issuer: Union Pacific Corporation

     Issuer Rating, Upgraded to Baa1 from Baa2

     Multiple Seniority Shelf, Upgraded to a range of (P)Baa3 to
     (P)Baa1 from a range of (P)Ba1 to (P)Baa2

     Senior Unsecured Medium-Term Note Program, Upgraded to
     (P)Baa1 from (P)Baa2

     Senior Unsecured Regular Bond/Debenture, Upgraded to Baa1
     from Baa2

  Issuer: Union Pacific Railroad Company

     Senior Secured Equipment Trust, Upgraded to A1 from A2

  Issuer: Westside Intermodal Transportation Corp.

     Senior Unsecured Revenue Bonds, Upgraded to A3 from Baa1

  Issuer: Missouri Pacific Railroad Co. (assumed by Union Pacific
          Railroad Company)

     Senior Unsecured Regular Bond/Debenture, Upgraded to Baa1
     from Baa2

  Issuer: California Pollution Control Financing Auth.

     Revenue Bonds , Upgraded to Baa1 from Baa2

  Issuer: Lincoln (County of) WY

     Revenue Bonds , Upgraded to Baa1 from Baa2

  Issuer: Port of Corpus Christi Authority TX

     Revenue Bonds , Upgraded to Baa1 from Baa2

  Issuer: Uinta (County of) WY

     Revenue Bonds , Upgraded to Baa1 from Baa2

  Issuer: Unif. Govt. of Wyandotte Co./Kansas City, KS

     Senior Unsecured Revenue Bonds, Upgraded to A3 from Baa1

Affirmed:

  Issuer: Union Pacific Railroad Company

     Senior Secured Equipment Trust, at Aa3

Outlook Actions:

  Issuer: Missouri Pacific Railroad Co.

     Outlook, Changed To Stable From Positive

  Issuer: Union Pacific Corporation

     Outlook, Changed To Stable From Positive

  Issuer: Union Pacific Railroad Company

     Outlook, Changed To Stable From Positive

The principal methodology used in rating Union Pacific Corporation
was the Global Freight Railroad Industry Methodology published in
March 2009 and the Enhanced Equipment Trust And Equipment Trust
Certificates 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.

Union Pacific Corporation, based in Omaha, Nebraska, operates a
Class I railroad in the western United States.


UNIVERSAL MARKETING: Transfers to Starnet Not Preferential
----------------------------------------------------------
Charles R. Goldstein, the Chapter 7 Trustee for the estate of
Universal Marketing, Inc., failed in its bid to collect funds the
Debtor paid prior to the petition date to Starnet Capital Group
LLC, which provided financial and investment advisory services.

Within the nine-month period before the bankruptcy filing,
Universal Marketing made seven transfers of $25,000 (totaling
$175,000) to Starnet.  Two of the transfers, totaling $50,000,
occurred within 90 days of the bankruptcy filing.

The Chapter 7 Trustee seeks to set aside the $175,000 in
prepetition transfers as fraudulent transfers pursuant to 11
U.S.C. Sections 544, 548 and 550.  If not set aside as fraudulent
transfers, the Chapter 7 Trustee seeks to avoid the final two
transfers as preferences under 11 U.S.C. Sections 547(b), 550.

On May 21, 2012, the Court entered an order partially resolving
cross-motions for summary judgment filed by the Chapter 7 Trustee
and Starnet.  The May 21st Order (1) entered judgment in Starnet's
favor and against the Trustee on the Trustee's Sections 544 and
548 fraudulent transfer claims; and (2) deferred a ruling on the
Trustee's Sec. 547(b) preference claim pending completion of
further, targeted discovery.

In an Oct. 24, 2012 Memorandum available at http://is.gd/GEy3KM
from Leagle.com, Bankruptcy Judge Eric L. Frank held that the
Debtor and Starnet's relationship, while short-lived, was
"relaxed."  The Debtor did not strictly adhere to the due date of
the parties' agreement and Starnet appears to have acquiesced.
Each payment made by the Debtor to Starnet, both before the
preference period was received within 22 days of the due date.  
According ot Judge Frank, this established a pattern of dealing
between the parties and a consistency between the pre-preference
period and preference period payments.  Absent any additional red
flags (and there are none in the summary judgment record), Judge
Frank held that, based on the undisputed facts, that Starnet has
met its burden and proven that the two payments made by the Debtor
in May and June 2009 during the preference period were made in the
ordinary course of business and, pursuant to 11 U.S.C. Sec. 547
(c)(2)(A), may not be avoided by the Trustee.

The case is, CHARLES R. GOLDSTEIN, Chapter 7 Trustee for the
Estate of Universal Marketing, Inc., et al., Plaintiff, v. STARNET
CAPITAL GROUP, LLC, Defendant, Adv. No. 11-0696 (Bankr. E.D. Pa.).

                     About Universal Marketing

Universal Marketing, Inc., and certain affiliates operated 36 gas
stations and convenience stores in six states in the Northeast and
Mid-Atlantic region.  Universal Marketing purchased fuel products
from suppliers and sold the product to affiliated entities "within
the overall Universal 'network' as well as to certain other third
parties."

Based in Philadelphia, Pennsylvania, Universal Marketing filed for
Chapter 11 protection on July 23, 2009 (Bankr. E.D. Pa. Case No.
09-15404).  In its petition, the Debtor estimated $10 million to
$50 million in both assets and debts.

The case was converted to a case under chapter 7 by order dated
Aug. 18, 2009.  Charles R. Goldstein was appointed as chapter 7
trustee on Sept. 23, 2009.  The court entered an order on Aug. 4,
2010, substantively consolidating the Debtor's estate with the
estate of certain non-debtor entities.


USEC INC: Babcock & Wilcox President Named to Board of Directors
----------------------------------------------------------------
George Dudich, President of Babcock & Wilcox Technical Services
Group, Inc., was elected to USEC Inc.'s Board of Directors to fill
the vacancy created by the departure of Mary Pat Salomone.  Ms.
resigned from the Board effective Oct. 24, 2012.  Mr. Dudich will
serve on USEC's Technology and Competition Committee and
Regulatory and Government Affairs Committee.

Under the securities purchase agreement dated as of May 25, 2010,
by and among USEC, Toshiba Corporation, and Babcock & Wilcox
Investment Company, a subsidiary of The Babcock & Wilcox Company,
and related transaction documents, Toshiba America Nuclear Energy
Corporation, a subsidiary of Toshiba, and Babcock & Wilcox
Investment Company, as the holders of the Series B-1 12.75%
Convertible Preferred Stock, have the right to elect a total of
two directors of USEC.

Mr. Dudich, age 52, has served as President of B&W TSG, a
subsidiary of B&W, since November 2011.  Previously, he served as
Senior Vice President of Business Development and Strategic
Planning for B&W, having rejoined B&W in August 2010.  Prior to
re-joining B&W in August 2010, Mr. Dudich served as Senior Vice
President of Business Development for Washington Group beginning
in 2004 until URS Corporation acquired Washington Group, at which
time he became the Senior Vice President of Business Development
for the Global Management and Operations Services group of URS
Corporation through July 2010.  From 1990 to 1999, Mr. Dudich
served in a number of positions of increasing responsibility with
B&W, including Vice President of Business Development for a prior
subsidiary of B&W, B&W Services, Inc.; Project Procurement Manager
for B&W Power Generation Group, Inc.; and Manager, ASRM
Subcontracts, in B&W's former Aerospace Components Division.

B&W and Toshiba are preferred stockholders of the Company.  B&W
TSG also owns 45% of American Centrifuge Manufacturing, LLC, a
joint company established with USEC for the manufacture and
assembly of AC100 centrifuge machines for the Company's American
Centrifuge project.  Mr. Dudich is a member of the board of
managers of ACM.  B&W is also involved in the Company's research,
development and demonstration program, including appointing a
deputy program manager for the program and appointing a manager to
the board of managers of USEC's subsidiary created to carry out
the program, American Centrifuge Demonstration, LLC.

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company reported a net loss of $540.70 million in 2011,
compared with net income of $7.50 million in 2010.

The Company's balance sheet at June 30, 2012, showed $3.78 billion
in total assets, $3.13 billion in total liabilities and $642.6
million in stockholders' equity.

                        Bankruptcy Warning

The Company said in its quarterly report for the period ended
June 30, 2012, that "A delisting of our common stock by the NYSE
and the failure of our common stock to be listed on another
national exchange could have significant adverse consequences.  A
delisting would likely have a negative effect on the price of our
common stock and would impair shareholders' ability to sell or
purchase our common stock.  As of June 30, 2012, we had $530
million of convertible notes outstanding.  A "fundamental change"
is triggered under the terms of our convertible notes if our
shares of common stock are not listed for trading on any of the
NYSE, the American Stock Exchange, the NASDAQ Global Market or the
NASDAQ Global Select Market.  Our receipt of a NYSE continued
listing standards notification described above did not trigger a
fundamental change.  If a fundamental change occurs under the
convertible notes, the holders of the notes can require us to
repurchase the notes in full for cash.  We do not have adequate
cash to repurchase the notes.  In addition, the occurrence of a
fundamental change under the convertible notes that permits the
holders of the convertible notes to require a repurchase for cash
is an event of default under our credit facility.  Accordingly,
our inability to maintain the continued listing of our common
stock on the NYSE or another national exchange would have a
material adverse effect on our liquidity and financial condition
and would likely require us to file for bankruptcy protection."

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.

As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on Bethesda, Md.-based USEC Inc.,
including the corporate credit rating to 'CCC' from 'CCC+'.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.  "This reflects the near-term supply
and demand imbalance related to the 2011 earthquake and tsunami
that severely damaged four nuclear reactors in Fukushima, Japan.
The company has also publicly stated that it may pursue
discussions with certain creditors and key stakeholders regarding
ways to improve its capital structure, including the potential
restructuring of its balance sheet," S&P said.


USG CORP: Files Form 10-Q, Incurs $29 Million Net Loss in Q3
------------------------------------------------------------
USG Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $29 million on $828 million of net sales for the three months
ended Sept. 30, 2012, compared with a net loss of $115 million on
$763 million of net sales for the same period during the prior
year.

The Company reported a net loss of $113 million on $2.40 billion
of net sales for the nine months ended Sept. 30, 2012, compared
with a net loss of $290 million on $2.18 billion of net sales for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $3.66
billion in total assets, $3.54 billion in total liabilities and
$112 million in total stockholders' equity including
noncontrolling interest.

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

                        http://is.gd/wyc0Zu

                    To Cut up to 50 Positions

As part of the Company's continuing efforts to lower its breakeven
and return to profitability, the Company has initiated a program
to further reduce its overhead and other costs.  The program
includes a management workforce reduction plan that is expected to
reduce the Company's and its subsidiaries' worldwide management
positions by 10% to 15%, or 35 to 50 positions.

The cost reduction program, including the workforce reduction, was
first communicated to management employees on Oct. 23, 2012.  The
first step in the workforce reduction will be to offer voluntary
severance benefits.  After the number of participants in the
voluntary separation program is determined, an involuntary
separation program may be implemented.  Employees who are
separated, either voluntarily or involuntarily, will receive
separation benefits that include a lump sum payment based on
earnings and length of service, an allowance to continue medical,
dental and vision coverage and outplacement services.  It is
expected that all affected employees will be informed, and that
the separation plan will be substantially completed, by the end of
December 2012.

The Company will record charges for termination benefits related
to the workforce reduction in the current and future fiscal
quarters in accordance with ASC 420, Exit or Disposal Cost
Obligations.  The Company estimates that these charges will
aggregate $4 million to $6.5 million and that cash expenditures
will be incurred in the current and future fiscal quarters in the
full amount of the charges.

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

The Company reported a net loss of $390 million in 2011 and a net
loss of $405 million in 2010.

                            *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 11, 2012, edition of the TCR, Fitch Ratings has
affirmed USG Corporation's (NYSE: USG) ratings, including the
company's Issuer Default Rating (IDR) at 'B-'.  The
Rating Outlook has been revised to Stable from Negative.

The ratings for USG reflect the company's leading market position
in all of its businesses, strong brand recognition, its large
manufacturing network and sizeable gypsum reserves.  Risks include
the cyclicality of the company's end-markets, excess capacity
currently in place in the U.S. wallboard industry, volatility of
wallboard pricing and shipments and the company's high leverage.


UTSTARCOM HOLDINGS: Appoints Additional Independent Director
------------------------------------------------------------
UTStarcom Holdings Corp. announced the appointment of Mr. Sean
Shao as an independent director to UTStarcom's Board of Directors,
effective Oct. 25, 2012.

With Mr. Shao's appointment, UTStarcom's Board of Directors will
consist of seven directors, including five independent directors.  
Mr. Shao will serve on the Company's Audit Committee, increasing
the number of members to three, and will replace Mr. Robert Pu as
Chairman of the Audit Committee.  This is a position vacated by
Mr. Pu when he assumed the role of UTStarcom's Chief Financial
Officer on Oct. 12, 2012.  Mr. Shao will also serve on the
Company's Nominating and Corporate Governance and Compensation
Committees.

Mr. Shao is a highly qualified and experienced financial
executive, having served as an independent director as well as the
chief financial officer of several US-listed companies.  With
respect to his director experience, he currently serves on the
boards of Xueda Education Group, AsiaInfo-Linkage, and Agria
Corporation, among others.  In each case he holds important
leadership positions, including Chairman of the Audit Committee
and Chairman of the Compensation Committee, respectively.

With respect to his executive experience, from 2006 to 2008 Mr.
Shao was the Chief Financial Officer of Trina Solar Limited.  He
was the Chief Financial Officer of China Edu Corporation from 2005
to 2006 and the Chief Financial Officer of Watchdata Technologies
Ltd from 2004 to 2005.  Earlier in his career, Mr. Shao worked at
Deloitte Touche Tohmatsu CPA Ltd. for approximately a decade.  Mr.
Shao received a master's degree in health care administration from
the University of California at Los Angeles and a bachelor's
degree in art from East China Normal University.  He is currently
a member of the American Institute of Certified Public
Accountants.

"We are very pleased to welcome Mr. Shao to the Board," said
Xiaoping Li, Chairman of UTStarcom's Board of Directors.  "Having
served as a chief financial officer and an independent director of
several US-listed companies, Mr. Shao has extremely relevant and
valuable experience in accounting, corporate finance, and mergers
and acquisitions.  He is therefore perfectly suited to assume the
role of Chairman of the Audit Committee and we believe he will
make significant contributions to bolstering our financial
controls and governance as we continue to move through our ongoing
strategic transition."

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

The Company had income of $11.77 million in 2011, following a net
loss of $65.29 million in 2010, and a net loss of $225.70 million
in 2009.

The Company's balance sheet at June 30, 2012, showed $538.42
million in total assets, $285.15 million in total liabilities and
$253.27 million in total equity.


VHGI HOLDINGS: Liggett Vogt Replaces Montgomery as Accountant
-------------------------------------------------------------
VHGI Holdings, Inc., dismissed Montgomery Coscia Greilich LLP as
its independent registered public accountants, effective as of
Oct. 19, 2012.  The decision was approved by the Company's Board
of Directors.  Also effective Oct. 19, 2012, the Company engaged
Liggett, Vogt and Webb, P.A., to serve as the Company's
independent registered public accountants for the current fiscal
year, which ends Dec. 31, 2012.

MCG did not report on any consolidated financial statements of the
Company and its subsidiaries.

                        About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from the following business segments: (a)
precious metals (b) oil and gas (c) coal and (d) medical
technology.

The Company reported a net loss of $5.43 million on $499,600 of
revenues for 2011, compared with a net loss of $1.67 million on
$482,300 of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed $49.06
million in total assets, $48.54 million in total liabilities and
$524,106 in total stockholders' equity.

In its auditors' report on the Company's consolidated financial
statements for the year ended Dec. 31, 2011, Pritchett, Siler &
Hardy, P.C., in Salt Lake City, Utah, expressed substantial doubt
about VHGI Holdings' ability to continue as a going concern.  The
independent auditors noted that the Company has incurred
substantial losses and has a working capital deficit.


VISCOUNT SYSTEMS: Completes Sale of $100,000 Preferred Shares
-------------------------------------------------------------
Viscount Systems, Inc., completed a sale of 100 shares of Series A
Convertible Redeemable Preferred Stock, par value $0.001 per
share, at a purchase price of $1,000 and a stated value of $1,000
per A Share, and for no additional consideration, an issuance of
1,000,000 share purchase warrants of the Company for gross
proceeds of $100,000.  Each Warrant is exercisable to acquire a
common share of the Company at a price of $0.08 per share for a
period of five years from the closing date.  The Warrants may be
exercised on a cashless basis.  The A Shares are convertible, at
the option of the holders, into 2,000,000 shares of common stock
of the Company at a conversion price of $0.05 per share, subject
to adjustment provisions.

In connection with the offering, the Company paid to a registered
broker-dealer a cash commission of $10,000 and issued share
purchase warrants to acquire 200,000 shares of common stock of the
Company.  Each Agent Warrant is exercisable to acquire one common
share of the Company at a price of $0.05 per share for a period of
five years from the closing date.  The warrants may be exercised
on a cashless basis.

The securities were sold to one purchaser pursuant to the
exemption from registration of Rule 506 of Regulation D
promulgated thereunder.

On Oct. 17, 2012, Viscount filed an Amendment to the Certificate
of Designation, Preferences and Rights of the Series A Convertible
Redeemable Preferred Stock amending certain provisions of the
preferred stock designated as "Series A Convertible Redeemable
Preferred Stock".  Pursuant to the Amended Certificate of
Designation, an additional 100 shares of Series A preferred stock
of the Company was authorized for issuance, and provisions
regarding dividend payments and conversion were amended.  The
Amended Certificate of Designation was approved by all of the
holders of A Shares.

On Oct. 17, 2012, the Company filed the Amended Certificate of
Designation with the Nevada Secretary of State.  The Amended
Certificate of Designation became effective upon filing with the
Nevada Secretary of State.

On Oct. 19, 2012, Viscount issued a total of 26.117 A Shares to
the outstanding holders of A Shares as dividend payments on the A
Shares for the periods ended June 30, 2012, and Sept. 30, 2012.
The A Shares issued are subject to the conversion and dividend
rights as set forth in the Amended Certificate of Designation.

A copy of the Certificate of Amendment is available at:

                       http://is.gd/qbQR2S

                      About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.

Following the 2011 results, Dale Matheson Carr-Hilton Labonte LLP,
in Vancouver, Canada, expressed substantial doubt about Viscount
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has an accumulated deficit of
C$5,769,027 and has reported a loss of C$2,883,304 for the year
ended Dec. 31, 2011.

The Company reported a net loss of C$2.9 million on C$3.5 million
million of revenues for 2011, compared with a net loss of
C$1.3 million on C$3.9 million of revenues for 2010.

The Company's balance sheet at March 31, 2012, showed C$1.02
million in total assets, C$1.28 million in total liabilities and a
C$263,379 total stockholders' deficit.


VOLKSWAGEN SPRINGFIELD: Name Changed to VWS Liquidation
-------------------------------------------------------
The Hon. Robert G. Mayer of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized Volkswagen-Springfield,
Inc., to change its corporate name to VWS Liquidation, Inc., and
to revise the case caption in the proceedings.

The Debtor is authorized to file Articles of Amendment with the
Virginia State Corporation Commission changing the Debtor's name
to VWS Liquidation, Inc.

As reported in the Troubled Company Reporter on Oct. 18, 2012, the
change of corporate is pursuant to the Court approved asset
purchase agreement dated June 11, 2012, as amended.

The Court approved the sale of substantially all of the Debtor's
assets to Sheehy Auto Stores, Inc.  The closing on the sale to
Sheehy occurred on Aug. 23, 2012.

                   About Volkswagen-Springfield

Springfield, Virginia-based Volkswagen-Springfield, Inc., filed a
Chapter 11 petition (Bankr. E.D. Va. Case No. 12-12905) in
Alexandria on May 7, 2012.  The Debtor operates one of the largest
Volkswagen franchised dealerships in the Mid-Atlantic region.  The
Debtor estimated assets and debts of $10 million to $50 million as
of the Chapter 11 filing.

Judge Robert G. Mayer oversees the case.  The Debtor is
represented by Dylan G. Trache, Esq., and John T. Farnum, Esq., at
Wiley Rein LLP, in McLean, Virginia.  Marcher Consultants, Inc.,
serves as its financial consultant.

Pursuant to recent default notices, Branch Banking and Trust
Company has asserted that it is owed $19.6 million.  Jonathan L.
Hauser, Esq., at Troutman Sanders LLP, represents BB&T.

W. Clarkson McDow, Jr., the U.S. Trustee for Region 4 appointed
Todd Ruback as consumer privacy ombudsman.  No creditors'
committee has been appointed in the case.


WALTER INVESTMENT: Moody's Affirms 'B1' CFR, Rates Sr. Loan 'B1'
----------------------------------------------------------------
Moody's Investors Service changed Walter Investment Management's
rating outlook to negative from stable. In addition, Moody's
assigned a B1 Senior Secured Bank Credit Facility rating to the
company's new $600 million Senior Secured Term Loan and $100
million Senior Secured Revolving Credit Facility and affirmed the
company's B1 Corporate Family Rating ("CFR"). The proceeds of the
new facilities will be used to refinance the company's existing
First Lien Senior Secured Term Loan and Revolver; (at such time
the existing ratings on such facilities will be withdrawn as the
loans will have been repaid) as well as be used for acquisition,
working capital and general corporate purposes.

Ratings Rationale

The B1 ratings reflect the company's growing position in the U.S.
residential mortgage third-party servicing market, its "asset-
light" servicing model, its consistent financial results and its
good track record of acquiring and integrating residential
mortgage servicers.

Offsetting these positive attributes is Walter Investment's rapid
growth which poses operational integration risks, its high
financial leverage (e.g. Debt to EBITDA) and low level of tangible
equity relative to its mortgage servicing peers, along with the
company's reliance on secured funding which limits the company's
financial flexibility.

The change in outlook to negative reflects the company's future
projected growth along with weaker profitability and leverage
metrics relative to its B1 rated mortgage servicing peers. The
outlook could return to stable if the growth rate moderates,
Walter's financial metrics improve relative to its B1 rated
mortgage servicing peers and Walter realizes the benefits of a
larger servicing portfolio.

On October 24, 2012, Walter announced that it was the successful
bidder for the servicing rights on approximately $50 billion in
Fannie Mae mortgage loans as a part of Residential Capital, LLC's
(ResCap) bankruptcy auction. In addition, Walter is acquiring
ResCap's origination and capital markets platforms. The addition
of approximately 400,000 new loans to service will increase the
number of loans that Walter services by approximately 40%.

The ratings could be downgraded if the company's financial
fundamentals weaken possibly as a result of further acquisitions.
Given the company's high leverage and low tangible equity,
particular focus will be on: a) the amount of additional
indebtedness the company incurs, b) the company's Debt to EBITDA
ratio, c) the company's GAAP net income and d) the company's
reported pro forma adjusted EBITDA.

Given the negative outlook, an upgrade is unlikely at this time.

Walter Investment, based in Tampa, Florida, is an asset manager,
mortgage portfolio owner and mortgage servicer specializing in
less-than-prime, non-conforming and other credit challenged
mortgage assets.

The principal methodology used in this rating was the Finance
Company Global Rating Methodology published March 2012.


WASHINGTON MUTUAL: FDIC Lose Bid to Get Docs in Deutsche Bank Suit
------------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that the Federal
Insurance Deposit Corp. lost a bid in District of Columbia federal
court Wednesday to compel JPMorgan Chase Bank to produce
privileged documents in Deutsche Bank National Trust Co.'s
$10 billion suit alleging Washington Mutual Bank NA issued shoddy
mortgages before it was seized by regulators.

U.S. District Judge Rosemary M. Collyer said Wednesday that she
had determined the documents were subject to attorney-client
privilege, rejecting the FDIC's June sealed motion seeking the
documents in the suit, according to Bankruptcy Law360.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent
$232.8 million on bankruptcy professionals since filing its
Chapter 11 case in September 2008.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WEB.COM GROUP: Facility Amendment No Impact on Moody's 'B1' CFR
---------------------------------------------------------------
Moody's Investors Service said that Web.com Group, Inc.'s B1
corporate family rating and the Ba3 and B3 ratings for its first
and second-lien credit facilities, respectively, are not affected
by the company's proposed amendment to re-price its first-lien
credit facility. The company is also seeking to increase its
revolving credit facility by $10 million to $60 million. The
outlook for Web.com's ratings is stable.

Web.com's ratings are as follows:

  Issuer: Web.com Group, Inc

     Corporate Family Rating -- B1

     Probability of Default Rating -- B1

     Senior secured revolving credit facility due 2016 (being
     upsized to $60 million) -- Ba3, LGD3, 41% (LGD revised from
     40%)

     $600 million (approximately $570 million outstanding) Senior
     secured term loan due 2018 -- Ba3, LGD3, 41% (LGD revised
     from 40%)

     $150 million (approximately $120 million outstanding )
     Senior secured term loan due 2019 -- B3, LGD6, 91%

Outlook: Stable

Speculative Grade Liquidity - SGL-2

Rating Rationale

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

Headquartered in Jacksonville, FL, Web.com Group, Inc. provides
internet domain name registration and online marketing services to
small and medium size businesses.


WILDWOOD INDUSTRIES: Ch. 7 Trustee Can Recover $12K From Blocksom
-----------------------------------------------------------------
Bankruptcy Judge Mary P. Gorman ruled that Alex D. Moglia, the
Chapter 7 Trustee for Wildwood Industries, Inc., may recoup
certain of the funds transferred to Blocksom & Company as
preferential transfers.

In his lawsuit, the Chapter 7 Trustee sought to recover over
$30,000 in alleged preferential transfers made to the Defendant by
the Debtor pre-bankruptcy.  The Defendant admits receiving the
funds from the Debtor but claims that the transfers are not
avoidable because they were made in the ordinary course of
business and because new value was provided to the Debtor by the
Defendant after each transfer.  After trial of the issues, the
Court held that although the Defendant established its new value
defense as to some of the transfers, judgment should be entered in
favor of the Trustee and against the Defendant in the amount of
$12,247.20 plus prejudgment interest of $37.47 and costs of $250.

The case is ALEX D. MOGLIA, Chapter 7 Trustee, Plaintiff, v.
BLOCKSOM & COMPANY, Defendant, Adv. Proc. No. 11-7023 (Bankr. C.D.
Ill.).  A copy of the Court's Oct. 24, 2012 Opinion is available
at http://is.gd/b58UbLfrom Leagle.com.

Bloomington, Illinois-based Wildwood Industries, Inc., provided
paper mill services.  Creditors, allegedly owed roughly $15
million, filed a Chapter 11 bankruptcy petition against the
Company (Bankr. C.D. Ill. Case No. 09-70602) on March 5, 2009.  An
order for relief was entered on March 27, 2009.  Alex D. Moglia
was appointed Chapter 11 Trustee on April 8, 2009, and was
reappointed as Chapter 7 Trustee after the case was converted on
Sept. 18, 2009.  After Wildwood's business activities came to an
end, the Trustee sold all of Wildwood's physical assets for $3.6
million.


XZERES CORP: Signs $1.5MM Subscription Pact with Investor
---------------------------------------------------------
Xzeres Corp entered into a Subscription Agreement with Ronald
Elvidge to complete a private offering of units.  The price per
unit was $1.05 and the Company sold a total of 1,428,571 units,
for an aggregate purchase price of $1,500,000.

At his option, Mr. Elvidge may purchase from the Company up to an
additional 238,091 units under the Subscription Agreement, raising
an additional $250,000 for the Company.  The units consist of
Series A Preferred Stock, par value $.001 per share, and a warrant
for the purchase of 2,875,143 shares of the Company's Common
Stock, par value $.001 per share.  The term of the Warrant is five
years and the exercise price is $0.385 per share.  

                  Amends Articles of Incorporation

On the Effective Date, pursuant to the Certificate of Amendment of
Articles of Incorporation of the Company filed with the Nevada
Secretary of State, the Company amended its articles of
incorporation to, inter alia, 2,000,000 shares of Series A Stock.
Each share of Series A Stock is senior in priority to the Common
Stock and is convertible, at the option of the holder thereof,
into that number of fully-paid and non-assessable shares of Common
Stock that is equal to $1.05 divided by the Conversion Price.  The
Conversion Price for the Series A Stock is $0.35, initially,
subject to adjustment as provided in the Amendment.

The Series A Stock will participate in dividends or other
distributions when, as, and if declared by the Company's Board of
Directors.  No dividend may be declared or paid with respect to
the Common Stock or any future issuances of preferred stock of the
Company until equal dividends on the Series A Stock have been
first declared and paid.  If the Company is liquidated, holders of
the Series A Stock will be entitled to receive, before any
distributions are made to the holders of any other series of
preferred stock of the Company and the holders of Common Stock,
respectively, the original purchase price per share, plus all
declared but unpaid dividends on each share.  Any remaining assets
after payment of the Liquidation Preference will be distributed
ratably to the holders of Common Stock and the Series A Stock,
with holders of the Series A Stock participating on an as-
converted basis until such time as the holders of the Series A
Stock have received an amount equal to one and thirty-five
hundredths times (1.35X) their original purchase price per share
($1.42).  Thereafter, any remaining proceeds will be distributed
ratably to the holders of the Common Stock.  In addition, the
Amendment grants certain protective voting rights to the Series A
Stock.

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

As reported in the TCR on July 3, 2012, Silberstein Ungar, PLLC,
in Bingham Farms, Michigan, expressed substantial doubt about
XZERES' ability to continue as a going concern, following its
audit of the Company's financial position and results of
operations for the fiscal year ended Feb. 29, 2012.  The
independent auditors noted that the Company has incurred losses
from operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.

The Company's balance sheet at Aug. 31, 2012, showed $4.4 million
in total assets, $5.6 million in total current liabilities, and
a stockholders' deficit of $1.2 million.


* NY Separate Entity Rule Upheld in Foreign Assets Row
------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that New York state
judge Ellen M. Coin on Monday upheld the state?s separate entity
rule that prevents judgment creditors from going through a bank's
New York branch in attempting to seize the foreign assets the bank
holds.  

Bankruptcy Law360 relates that Judge Coin found that Adnan Abu
Ayyash, the owner of a collapsed Lebanese bank, could not compel
the New York branches of banks to release information to aid his
investigation of the financial assets of Rana Abdul Rahim
Koleilat, a woman who allegedly stole from his bank and fled.




* Sun Capital Ditches Pension Fund's $4.5-Mil. Claims
------------------------------------------------------
Jake Simpson at Bankruptcy Law360 reports that U.S. District Judge
Douglas P. Woodlock has ruled that Sun Capital Partners was not
obligated to pay roughly $4.5 million in withdrawal liability to a
New England trucking industry pension fund group on behalf of a
former portfolio company that went bankrupt.


* Moody's Says High Capital Expenditures Pressure Utilities
-----------------------------------------------------------
US investor-owned utilities will be keeping capital expenditures
high for the foreseeable future, both to expand existing systems
and conform with environmental regulations, says Moody's Investors
Service in the report "US Investor-Owned Utilities: High Capital
Expenditures Adding To Rate Pressure for Utilities." The
expenditures will expand the rate bases of the utilities,
generally a credit positive, but do pose a risk if there are
delays in recovery.

Capital expenditure plans for most US utilities remain at elevated
levels, outpacing depreciation and amortization (D&A) expense by
almost 100%, on average, for the past five years. Expenditures are
largely directed at ongoing maintenance and infrastructure
refurbishment, growth and expansion, and complying with
environmental mandates.

"These utilities bear risks of cost overruns or regulatory lag in
receiving rate increases necessary to recover their investments,"
says Moody's Analyst Mitchell Moss. "Currently, we do not see any
signs of rising regulatory contentiousness over the pending rate
increases, in part because of lower fuel and purchased power
expenses offsetting any base rate increases."

One core assumption of Moody's credit analysis of utilities is
that recovery of capital expenditures will be timely. However,
some utilities such as Mississippi Power (MPC), Gulf Power, and
South Carolina Electric & Gas (SCE&G), could generate credit
metrics below the levels Moody's expects for their existing rating
unless rate increases or new equity financing exceeds current
expectations.

Utilities with the largest capital investment plans, relative to
their 2011 D&A expense, include MPC, PPL Electric Utilities,
Louisville Gas & Electric (LG&E), and SCE&G.

Utilities facing the largest projected base rate increases,
according to Moody's analysis, include MPC, LG&E, Southwestern
Public Service, SCE&G and Northwestern Corp. As a result, these
utilities have potential downside exposure should some of the
recovery be deferred or disallowed.

"A sustained period of heightened capital investment can also
create negative rating pressure for utilities, especially if
financing is biased toward debt, which hurts financial credit
metrics," said Mr. Moss.


* Moody's Says US Homebuilders Face Significant Hurdles
-------------------------------------------------------
US homebuilders face some significant hurdles in the remainder of
this decade as they recover from the worst housing downturn since
the Great Depression, Moody's Investors Service says in a new
report. The special comment, "US Homebuilders Return to the Land,"
answers questions that investors most often ask Moody's analysts
about the US homebuilding industry.

"While we changed our outlook on the US homebuilding sector to
positive in September this year, significant challenges remain,"
says Joseph Snider, Vice President -- Senior Credit Officer and
the author of the report. "These include firms' need to replenish
their land inventories, to delever and obtain revolvers, as well
as the availability of mortgages and the possible scaling back of
government support."

In terms of land, the companies that performed best during the
crisis worked down their inventories quickly and proficiently,
Moody's says. But many of them must now replenish their supplies
to handle the growth they see coming in the next few years, and
doing so now will also boost their margins.

"In answer to questions about firms' increased debt leverage from
new land purchases, our position is that we can tolerate this as
long as it not excessive and we do not expect it to be permanent,"
Mr. Snider says.

Many US homebuilders' debt-to-capitalization ratios remain high
for their ratings, however. While these should be worked down
gradually as earnings top up depleted book net-worth positions,
striving for rapid growth can limit firms' ability to delever.
"Management teams may soon have to choose between promoting
stronger returns and improving their debt leverage, which is a
choice that could affect their credit ratings," Mr. Snider says.

In the new report, Moody's also discusses the fact that some US
homebuilders still lack revolving lines of credit after the recent
housing downturn. While most companies have now begun lining up
new revolvers, Snider says, the lack of revolvers should not
affect their ratings as long as companies without them remain
flush with cash and can handle their growth expectations.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                             Total
                                            Share-      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company           Ticker         ($MM)      ($MM)      ($MM)
  -------           ------       ------   --------    -------
ABSOLUTE SOFTWRE    ABT CN        129.7       (4.8)       1.7
ADVANCED BIOMEDI    ABMT US         0.2       (2.0)      (1.6)
AK STEEL HLDG       AKS US      3,920.7     (413.9)     450.0
AMC NETWORKS-A      AMCX US     2,173.4     (959.1)     542.5
AMER AXLE & MFG     AXL US      2,674.2     (497.7)     372.3
AMERISTAR CASINO    ASCA US     2,058.5      (28.0)      42.5
AMYLIN PHARMACEU    AMLN US     1,998.7      (42.4)     263.0
ARRAY BIOPHARMA     ARRY US       108.1      (85.8)      17.2
ATLATSA RESOURCE    ATL SJ        886.5     (270.4)      21.8
AUTOZONE INC        AZO US      6,265.6   (1,548.0)    (676.6)
BERRY PLASTICS G    BERY US     5,114.0     (472.0)     552.0
BOSTON PIZZA R-U    BPF-U CN      162.9      (92.3)      (0.3)
CABLEVISION SY-A    CVC US      6,991.7   (5,641.6)    (286.1)
CAPMARK FINANCIA    CPMK US    20,085.1     (933.1)       -
CC MEDIA-A          CCMO US    16,451.8   (7,861.9)   1,570.9
CENTENNIAL COMM     CYCL US     1,480.9     (925.9)     (52.1)
CHENIERE ENERGY     CQP US      1,873.0     (442.2)     117.0
CHOICE HOTELS       CHH US        483.1     (569.4)       7.5
CIENA CORP          CIEN US     1,915.3      (60.3)     710.4
CINCINNATI BELL     CBB US      2,702.7     (696.2)     (52.8)
CLOROX CO           CLX US      4,355.0     (135.0)    (685.0)
DEAN FOODS CO       DF US       5,553.1       (3.1)     185.6
DELTA AIR LI        DAL US     44,352.0      (48.0)  (5,061.0)
DENNY'S CORP        DENN US       328.9       (2.8)     (20.3)
DIRECTV             DTV US     19,632.0   (4,045.0)     520.0
DOMINO'S PIZZA      DPZ US        441.0   (1,345.5)      74.0
DUN & BRADSTREET    DNB US      1,795.6     (821.9)    (655.6)
DYAX CORP           DYAX US        57.2      (48.4)      36.7
FAIRPOINT COMMUN    FRP US      1,877.4     (184.4)      51.6
FERRELLGAS-LP       FGP US      1,397.3      (27.5)     (50.9)
FIESTA RESTAURAN    FRGI US       286.0        2.6      (14.7)
FIFTH & PACIFIC     FNP US        843.4     (192.2)      33.5
FREESCALE SEMICO    FSL US      3,329.0   (4,489.0)   1,305.0
GENCORP INC         GY US         908.1     (164.3)      48.1
GLG PARTNERS INC    GLG US        400.0     (285.6)     156.9
GLG PARTNERS-UTS    GLG/U US      400.0     (285.6)     156.9
GOLD RESERVE INC    GRZ US         78.3      (25.8)      56.9
GOLD RESERVE INC    GRZ CN         78.3      (25.8)      56.9
GRAHAM PACKAGING    GRM US      2,947.5     (520.8)     298.5
HCA HOLDINGS INC    HCA US     27,132.0   (6,943.0)   1,690.0
HOVNANIAN ENT-A     HOV US      1,624.8     (404.2)     881.0
HUGHES TELEMATIC    HUTC US       110.2     (101.6)    (113.8)
HUGHES TELEMATIC    HUTCU US      110.2     (101.6)    (113.8)
HYPERION THERAPE    HPTX US         9.6      (41.8)     (31.4)
INCYTE CORP         INCY US       312.0     (217.2)     154.4
INFINITY PHARMAC    INFI US       113.0       (3.4)      70.2
INTERCEPT PHARMA    ICPT US        12.1       (9.4)       6.1
IPCS INC            IPCS US       559.2      (33.0)      72.1
ISTA PHARMACEUTI    ISTA US       124.7      (64.8)       2.2
JUST ENERGY GROU    JE US       1,583.6     (245.9)    (227.2)
JUST ENERGY GROU    JE CN       1,583.6     (245.9)    (227.2)
LEHIGH GAS PARTN    LGP US        300.7      (36.4)     (22.4)
LIMITED BRANDS      LTD US      6,589.0     (245.0)   1,316.0
LIN TV CORP-CL A    TVL US        839.2      (51.8)      52.7
LORILLARD INC       LO US       3,424.0   (1,564.0)   1,364.0
MARRIOTT INTL-A     MAR US      5,865.0   (1,296.0)  (1,532.0)
MERITOR INC         MTOR US     2,555.0     (933.0)     279.0
MONEYGRAM INTERN    MGI US      5,185.1     (116.1)     (35.3)
MORGANS HOTEL GR    MHGC US       545.9     (110.1)      (7.0)
MPG OFFICE TRUST    MPG US      2,061.5     (827.9)       -
NATIONAL CINEMED    NCMI US       794.2     (354.5)      95.8
NAVISTAR INTL       NAV US     11,143.0     (358.0)   1,585.0
NB MANUFACTURING    NBMF US         2.4       (0.0)      (0.5)
NEXSTAR BROADC-A    NXST US       566.3     (170.6)      40.2
NPS PHARM INC       NPSP US       186.9      (45.3)     130.3
NYMOX PHARMACEUT    NYMX US         2.7       (7.7)      (0.9)
OMEROS CORP         OMER US        10.1      (20.5)      (8.7)
PALM INC            PALM US     1,007.2       (6.2)     141.7
PDL BIOPHARMA IN    PDLI US       259.8     (161.1)     144.3
PERFORMANT FINAN    PFMT US       198.3       (4.2)      17.3
PLAYBOY ENTERP-A    PLA/A US      165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B    PLA US        165.8      (54.4)     (16.9)
PRIMEDIA INC        PRM US        208.0      (91.7)       3.6
PROTECTION ONE      PONE US       562.9      (61.8)      (7.6)
QUALITY DISTRIBU    QLTY US       454.5      (29.8)      60.7
REALOGY HOLDINGS    RLGY US     7,822.0   (1,721.0)    (484.0)
REGAL ENTERTAI-A    RGC US      2,306.3     (542.3)      62.5
RENAISSANCE LEA     RLRN US        57.0      (28.2)     (31.4)
REVLON INC-A        REV US      1,183.6     (680.7)     104.7
RURAL/METRO CORP    RURL US       303.7      (92.1)      72.4
SALLY BEAUTY HOL    SBH US      1,813.5     (202.0)     449.5
SHUTTERSTOCK INC    SSTK US        30.2      (29.6)     (33.4)
SINCLAIR BROAD-A    SBGI US     2,160.2      (66.3)      (1.4)
SUPERVALU INC       SVU US     11,854.0      (27.0)     (80.0)
TAUBMAN CENTERS     TCO US      3,152.7      (86.1)       -
TEMPUR-PEDIC INT    TPX US        913.5      (12.5)     207.0
THRESHOLD PHARMA    THLD US        86.3      (51.4)      71.2
TRULIA INC          TRLA US        27.6       (3.2)      (4.9)
UNISYS CORP         UIS US      2,254.5   (1,152.6)     371.3
VECTOR GROUP LTD    VGR US        885.7     (119.5)     248.2
VERISIGN INC        VRSN US     1,942.0      (59.2)     858.0
VIRGIN MOBILE-A     VM US         307.4     (244.2)    (138.3)
VRINGO INC          VRNG US         3.7       (1.4)       2.1
WEIGHT WATCHERS     WTW US      1,193.6   (1,784.6)    (259.9)


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

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