TCR_Public/121102.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 2, 2012, Vol. 16, No. 305

                            Headlines

ADAMIS PHARMACEUTICALS: Enters Into $499,000 P-Note with G-Max
AFRODITI LEDSTROM: Appointment of Trustee or Examiner Sought
ALLIED SYSTEMS: Stipulates With Yucaipa to Amend DIP Financing
AMERICAN AIRLINES: Pilots Say Deal Hinges on Key Concessions
AMERICAN WEST: Bankruptcy Judge Rejects Chapter 11 Plan

AMERICANWEST BANCORP: Hearing on Plan Disclosures Reset to Dec. 6
ARRAY BIOPHARMA: Incurs $11.7 Million Net Loss in Fiscal Q1
ARTE SENIOR: Wants to Employ Integra Realty Resources as Appraiser
AURORA DIAGNOSTICS: S&P Raises Senior Secured Debt Rating to 'BB-'
BEALL CORP: Taps Dan Scouler as Chief Restructuring Officer

BENADA ALUMINUM: Brad Aldrich OK'd as Chief Restructuring Officer
CANAL CAPITAL: Amends Periodic Reports With SEC
CHAN MARSHALL: Indie Singer Cancels Euro Tour Due to Bankruptcy
CINCINNATI BELL: Moody's Affirms 'B1' CFR; Rates Revolver 'Ba1'
COMMUNITY WEST: Reports $613,000 Net Income in Third Quarter

CYNERGY HOLDINGS: Wants Creditor Sanctioned for Discovery Delays
COVANTA HOLDINGS: Moody's Rates $335MM Sr. Revenue Bonds 'Ba2'
COVANTA HOLDINGS: S&P Rates $335MM Sr. Unsec. Revenue Bonds 'BB-'
CYRUSONE LP: Moody's Assigns 'B1' CFR/PDR; Outlook Stable
DENNY'S CORP: Reports $5.3 Million Net Income in Third Quarter

DEX ONE: Files Form 10-Q, Incurs $12.7MM Net Loss in 3rd Quarter
EASTMAN KODAK: Incurs $312 Million Net Loss in Third Quarter
EASTERN LIVESTOCK: Trustee Sues to Recover Funds From First Bank
EL CENTRO: Hearing on Plan Disclosures Scheduled for Nov. 19
ENERGY FUTURE: Incurs $407 Million Net Loss in Third Quarter

EWTC MANAGEMENT: David P. Gardner OK'd to Withdraw as Attorney
FIRST SECURITY: Adopts Tax Plan to Preserve Use of NOLs
GEORGES MARCIANO: Judgment Slashed Against Guess? Co-Founder
HAMPTON ROADS: Incurs $5.9 Million Net Loss in Third Quarter
HARRISBURG, PA: Committee Hearing on Debt Crisis Reset to Nov. 13

HELLER EHRMAN: Patent Gaffe Cost It $100MM, BioTech Firm Says
HRK HOLDINGS: Can Borrow Up to $3.48 Million From Regions Bank
INTERNATIONAL HOME: Creditor Joins Motion to Appoint Examiner
J&J DEVELOPMENTS: Inks Stipulation on Bank's Adequate Protection
JEFFERSON COUNTY: Commission May Vote on Chapter 9 Plan Tuesday

LEE BRICK: Capital Bank's Bid to Prohibit Cash Access Denied
LICHTIN/WADE LLC: Plan Solicitation Exclusivity Ends Nov. 15
LIMERICK LAND: New Owner of J&J Holdings Files Chapter 11
MANISTIQUE PAPERS: Court OKs PBGC Deal on Pension Plan Termination
MARGAUX CITY LIGHTS: To Sell Project to South Carolina Firm

MEDICURE INC: Incurs C$296,700 Net Loss in Aug. 31 Quarter
MENDOCINO COAST HEALTH: To Have Health Care Ombudsman
MONITRONICS INT'L: Moody's Rates $145MM First Lien Term Loan Ba3
NAVISTAR INTERNATIONAL: Selling Common Shares at $18.75 Apiece
NORMAN CANO: Lied About Owning $2MM Winning Lotto Ticket

OCEANSIDE YACHT: BB&T Drops Civil Lawsuit
OLD PRAIRIE: Lenders Object to Chapter 11 Plan, $195MM Sale
OVERSEAS SHIPHOLDING: Hit With Investor Class Action Over Debt
PACIFIC RUBIALES: Fitch Raises Issuer Default Rating to 'BB+'
PARADISE HOMES: Homebuilder Files for Chapter 7 Bankruptcy

PATRIOT COAL: Files Form 10-Q, Incurs $215.9MM Net Loss in Q3
PEREGRINE FINANCIAL: CME Group Plans $2 Million Payout to Clients
PITTSBURGH CORNING: Commences Tender Offer of $75-Mil. Securities
PITTSBURGH CORNING: Offering $250 Million of Notes
PORTER BANCORP: Incurs $27.7 Million Net Loss in Third Quarter

PVH CORP: Moody's Reviews 'Ba2' CFR/PDR for Downgrade
RAHA LAKES: Court Denies Access to $300,000 DIP Financing
RESORT AT PIKES: Files for Bankruptcy Amidst State Probe
RICHFIELD EQUITIES: Bid Protections for Rizzo Okayed
RICHFIELD EQUITIES: Amends Application for Quarton as Inv. Banker

SCHIFF NUTRITION: S&P Puts 'B' CCR on Watch on Bayer Acquisition
SEAFRANCE SA: EUR65M Groupe Eurotunnel Ferry Buy Probed
SECUREALERT INC: Hastings Leaves; New CEO Yet to be Named
SHAMROCK-HOSTMARK: Seeks to Extend Use of GECC Cash Collateral
SMITHFIELD FOODS: Fitch Withdraws 'BB' on $1-Bil. Loans

SOUTHERN OAKS: Interbank Wants Chapter 11 Trustee Appointed
SUPERMEDIA INC: Reports $52 Million Net Income in Third Quarter
SURF'S BAR: Files for Chapter 11 Bankruptcy Protection
TERRESTAR CORP: Judge Approves Restructuring Plan
UPPER DECK: Nov. 20 Hearing on Chapter 15 Bankruptcy

VALENCE TECHNOLOGY: Committee Asks Court to Reconsider DIP Order
WEST PENN: Highmark CEO Confirms $125MM Chapter 11 Financing Offer
WET SEAL: 6th Circ. Revives Ex-Worker's Bias Claim
WILLIAM LYON HOMES: S&P Assigns 'B-' Corporate Credit Rating

* BOOK REVIEW: Learning Leadership

                            *********

ADAMIS PHARMACEUTICALS: Enters Into $499,000 P-Note with G-Max
--------------------------------------------------------------
Adamis Pharmaceuticals Corporation entered into a zero coupon
secured promissory note with The G-Max Trust, evidencing a loan
from G-Max to the Company.  The Company received gross proceeds of
$499,000.  G-Max is a previous investor in the Company and holds
shares of common stock and a convertible note.

The Note has a stated maturity date of six months after the date
of the Note, April 25, 2013.  At maturity, the Company agreed to
repay G-Max the sum of $588,000.  The Note does not have a stated
interest rate so long as the Company repays the principal balance
by the maturity date and there is no other event of default.  The
Note is also due and payable if the Company completes a financing
transaction or series of transactions after the date of the Note
that result in proceeds to the Company of $2,000,000 or more.

As additional consideration for the Loan, the Company issues to G-
Max 176,400 shares of the Company's common stock.  Pursuant to the
terms of a security agreement and a stock escrow agreement, the
Company issued 700,000 shares of its common stock as collateral
for the timely repayment of the Note, to be held by a third party
escrow agent pursuant to the terms of the escrow agreement.  If
the Loan is repaid, then the collateral shares will be returned to
the Company and cancelled.

                           About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation is an
emerging pharmaceutical company engaged in the development and
commercialization of a variety of specialty pharmaceutical
products.  Its products are concentrated in major therapeutic
areas including oncology (cancer), immunology and infectious
diseases (viruses) and allergy and respiratory.

The Company's balance sheet at June 30, 2012, showed $1.8 million
in total assets, $6.0 million in total liabilities, and a
stockholders' deficit of $4.2 million.

                Going Concern/Bankruptcy Warning

As of June 30, 2012, the Company had approximately $720,000 in
cash and equivalents, an accumulated deficit of approximately
$33.5 million and substantial liabilities and obligations.

"If we did not have sufficient funds to continue operations, we
could be required to seek bankruptcy protection or other
alternatives that could result in our stockholders losing some or
all of their investment in us."

Mayer Hoffman McCann P.C., in Boca Raton, Fla., expressed
substantial doubt about Adamis' ability to continue as a going
concern, following the Company's results for the year ended March
31, 2012.  The independent auditors noted that the Company has
incurred recurring losses from operations and has limited working
capital to pursue its business alternatives.


AFRODITI LEDSTROM: Appointment of Trustee or Examiner Sought
------------------------------------------------------------
John L. Smith at Las Vegas-Journal reported that attorneys were
once again in U.S. Bankruptcy Court on Oct. 26 jockeying for
position in the Chapter 11 case of Afroditi Janet Eliades-
Ledstrom.

The report said the hearing was a continuation of a legal skirmish
before a decision is made whether to appoint a trustee or an
examiner with expanded powers in the bankruptcy case in an effort
to pay Ms. Ledstrom's creditors.

According to the report, thick binders of documents and deposition
transcripts were lined up, and bankers boxes of material were
stacked behind the lawyers representing Ms. Ledstrom, estranged
sister Dolores Eliades, and various corporate entities associated
with family patriarch Pete Eliades.

The report relates the Eliades family owns the Olympic Garden
topless cabaret on Las Vegas Boulevard.  It also owns real estate
and a large percentage of the Yellow, Checker, Star taxi and limo
entity.  It's only rumor that it has owned its share of local
politicians over the years.

The report notes Ms. Ledstrom's biggest creditor, Michael Ponzio,
was killed March 17, 2007, in a collision with a car driven by Ms.
Ledstrom.  She was traveling the wrong direction on Interstate 215
at the time.  Mr. Ponzio died at the scene, and Nevada Highway
Patrol troopers who rolled on the call suspected she had been
driving under the influence.  She was never tried criminally.

The report adds Ms. Ledstrom wasn't as fortunate in the civil
case, which was decided in the Ponzio family's favor and resulted
in a judgment that with interest and attorney's fees is now more
than $11.5 million.  Not that Ms. Ledstrom has started paying it.
Instead of making good on the civil debt, she appealed the
judgment and then filed for Chapter 11 bankruptcy reorganization.

The report notes that just 104 days before swearing her bankruptcy
filing was true and accurate under penalty of perjury, Ms.
Ledstrom filed an uncontested divorce action with her husband,
James Ledstrom.

Afroditi Ledstrom filed for Chapter 11 bankruptcy (Bankr. D. Nev.
Case No. 12-11672) on Feb. 14, 2012.


ALLIED SYSTEMS: Stipulates With Yucaipa to Amend DIP Financing
--------------------------------------------------------------
Allied Systems Holdings Inc. and its affiliates ask the Bankruptcy
Court to approve a stipulation between the Debtors, Yucaipa
American Alliance Fund II, L.P. and Yucaipa American Alliance
(Parallel) Fund II, L.P., and Yucaipa American Alliance Fund II,
LLC, as the DIP Agent, and Yucaipa Leveraged Finance, LLC, and CB
Investments, LLC, as DIP Lenders under the Senior Secured Super-
Priority Debtor in Possession Credit and Guaranty Agreement dated
June 11, 2012, and the official committee of unsecured creditors
regarding postpetition secured DIP financing, credit bidding under
Section 363 of the Bankruptcy Code and certain administrative
matters.

Yucaipa has notified the Debtors and the Committee that it intends
to submit a credit bid for substantially all assets of the Debtors
subject to the Debtors' marketing process and the submission of
higher and better bids and an auction pursuant to procedures
approved by the Court.  The Debtors are considering a Yucaipa
Credit Bid, among other things, as a way to maximize the value of
their estates and move the Bankruptcy Cases toward a conclusion.

The Parties desire to resolve certain matters among them relating
to the DIP Financing Agreement, the Final DIP Order, the
administration of the New York State Action and the Yucaipa Credit
Bid, and certain of their respective rights, obligations and
interests in connection therewith.  To that end, the Parties have
entered into the Stipulation.

The salient terms of the Stipulation are:

     A. The Parties have agreed to the following changes to the
        Final DIP Order and the DIP Financing Agreement:

          i. The cap on Committee Challenge Fees will be increased
             to $200,000 in the aggregate.

         ii. the Challenge Period Termination Date that may be
             brought by the Committee shall be tolled until the
             earlier to occur of Feb. 25, 2013 or seven days after
             the Court enters any order approving the sale of or
             other disposition of substantially all of the
             Debtors' equity interests or assets.

        iii. the filing or assertion of any objection or challenge
             to the Yucaipa Credit Bid or any other credit bid by
             a Prepetition First Lien Lender or by the Committee
             shall not constitute an Event of Default.

     B. Yucaipa will provide the Committee with any documents or
        other information reasonably requested by the Committee in
        its evaluation of the Yucaipa Credit Bid.

     C. Yucaipa will request that ComVest Investment Partners III,
        L.P., and/or ComVest III Partners, LLC, permit Yucaipa to
        provide to the Committee a copy of the loan purchase
        agreement pursuant to which Yucaipa acquired certain
        claims held by ComVest.

     D. The Committee shall support a stay of the New York State
        Action and the consolidation and/or centralization in the
        Court of all actions, proceedings and litigation relating
        to (i) the Prepetition Loan Documents, (ii) the
        Prepetition Secured Debt, and (iii) any actions taken by
        Yucaipa in seeking to attain status as a Prepetition
        Secured Party or "Requisite Lender" under the Prepetition
        Loan Documents and/or any Yucaipa Credit Bid.

     E. Yucaipa and the Committee shall support amending the Final
        DIP Order to permit payment by the Debtors of the
        reasonable fees and expenses incurred by the Debtors in
        initiating and prosecuting a motion for a stay of the New
        York State Action and any other reasonable application or
        action by the Debtors to stay the New York State Action
        and consolidate and/or centralize in the Court.

     F. The Committee shall support this Court holding a hearing,
        evaluating and entering an order, on or prior to February
        18, 2013, with respect to (a) any Secured Debt Matter
        related to a Yucaipa Credit Bid and (b) approval of the
        Yucaipa Credit Bid or other higher or better bid,
        following an opportunity for (x) the submission of higher
        and better bids, if any and (y) an auction, if warranted
        under the Bidding Procedures.

     G. Any party in interest in these bankruptcy cases must file
        any objection to the approval of the Yucaipa Credit Bid
        and the allowance of any claims held by Yucaipa or the DIP
        Lenders at least 14 days prior to the Hearing or such
        earlier date determined by the Court as necessary to
        afford the Court time to adjudicate such objection prior
        to the hearing.

     H. Until the later of (i) conclusion of the sale hearing
        concerning any Yucaipa Credit Bid, and (ii) Feb. 18, 2013,
        based upon the information known to it to date, the
        Committee will not seek or support, and will oppose, any
        application, motion or other request seeking the
        appointment of a trustee or examiner except to the extent
        that such Trustee or Examiner Motion is based upon
        material facts, events or circumstances occurring after
        the Consent Date that are unknown to the Committee as of
        the date of this Stipulation.

                        About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.


AMERICAN AIRLINES: Pilots Say Deal Hinges on Key Concessions
------------------------------------------------------------
Reuters' Nick Brown reported that the pilots union at American
Airlines said on Tuesday, Oct. 30, "there is potential for an
agreement with AMR in the days ahead," if the bankrupt airline is
willing to make certain key concessions.  The Allied Pilots'
Association, locked in years of tense contract negotiations with
the AMR Corp unit, said in a statement that it wants a contract on
par with other major carriers, namely Delta Air Lines, on issues
such as pay.

A spokesman for AMR had no immediate comment on ongoing talks,
Reuters said.

Reuters recounted that the pilots' union announced on Oct. 21 that
AMR had agreed to certain concessions, including improvements to
disability plans and a one-year moratorium on closing pilot bases.
But major items remain unresolved, most notably pay rates and
outsourcing work to pilots not represented by the union, Dennis
Tajer, the pilots' spokesman, told Reuters on Tuesday.

In its statement, the union said getting a deal would guarantee it
a 13.5% equity stake in a reorganized AMR.  It also said labor
peace would give the union more influence in talks between AMR and
its creditors over how the airline would emerge from bankruptcy.

"While there is progress being made, it will only continue if it
results in an industry-standard contract," Mr. Tajer told Reuters.

Reuters noted AMR is in merger talks with US Airways, although it
has said it would prefer to consider a tie-up only after leaving
bankruptcy.  Some bondholders have expressed interest in funding a
plan that would bring AMR out of bankruptcy on its own.

According to Reuters, Mr. Tajer said on Tuesday that the union
will continue to support a merger even if it signs a new contract.

                      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 WEST: Bankruptcy Judge Rejects Chapter 11 Plan
-------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that U.S.
Bankruptcy Judge Mike Nakagawa on Monday refused to approve
American West Development Inc.'s proposed reorganization plan,
citing the U.S. trustee's objections to releases that cover the
Las Vegas homebuilder's affiliates.

Bankruptcy Law360 relates that Judge Nakagawa sustained an
objection the trustee filed to a provision of the plan that would
bar lawsuits against American West affiliates and professionals
related to construction defects. That kind of bar is not legal
under Ninth Circuit case law, the judge said.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55.39 million in assets and
$208.5 million in liabilities as of the Chapter 11 filing.

James L. Moore, as future claims representative in the Chapter 11
case of American West Development, Inc., tapped the law firm of
Field Law Ltd. as his counsel.


AMERICANWEST BANCORP: Hearing on Plan Disclosures Reset to Dec. 6
-----------------------------------------------------------------
The U.S. bankruptcy Court for the Eastern District of Washington
rescheduled to Dec. 6, 2012, at 10 a.m., the hearing to consider
adequacy of Disclosure Statements explaining the AmericanWest
Bancorporation's and Holdco Advisors, L.P.'s proposed Chapter 11
plans.  According to the minute entry, the Oct. 25 meeting was not
held.  Dillon E. Jackson, the Debtor's counsel filed a withdrawal
of Amended Disclosure Statement and Plan.  The parties are moving
forward with mediation.

                         The Debtor's Plan

As reported in the Troubled Company Reporter on June 7, 2012,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Debtor filed a Chapter 11 plan hammered out with
secured lenders owed $177.5 million.  The lenders will take
ownership and receive a new $49.6 million mortgage in return for
existing debt.  They will invest $10 million to be used as working
capital to make payments under the plan.

Unsecured creditors with $18 million or less in claims will share
a pot of $1.5 million.  If the class of unsecured creditors
accepts the plan by the requisite percentage, the secured lenders
won't assert their $128 million deficiency claim as an unsecured
claim.  Purchasers with claims for alleged construction defects
will share $1.5 million plus proceeds of insurance.  The
disclosure statement estimates that defect claims aren't likely to
exceed $20 million.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/AMERICAN_WEST_May29plan.pdf

In a separate filing, the Debtor notified the Court that pursuant
to the terms of the mediation agreement and the entry of the order
appointing mediator entered on June 22, 2012, the Debtor has
withdrawn its Amended Plan and Disclosure Statement filed on
May 24, 2012.

The Debtor's case docket also reflected that on May 25, 2012,
Bruce K. Medeiros on behalf of HoldCo Advisors LP filed a Second
Disclosure Statement.

                           Holdco's Plan

As reported in the TCR on June 14, 2012, Holdco filed a first
amended disclosure statement in support of its plan of
reorganization for AmericanWest Bancorporation dated May 25, 2012.

Holdco's Plan provides for the reorganization of the Debtor and
for Holders of certain Allowed Claims to receive equity in the
Reorganized Debtor, with the option for each Holder of Unsecured
Claims on account of Trust Originated Preferred Securities and
General Unsecured Claims to receive instead a "cash out" right of
payment and/or a security that results in cash from certain of the
Debtor's assets, including Cash held by the Reorganized Debtor as
of the Effective Date.  Holdco believes the Plan will maximize the
value of the Estate.

                   About AmericanWest Bancorporation

Headquartered in Spokane, Washington, AmericanWest Bancorporation
(OTC BB: AWBC) -- http://www.awbank.net/-- was a bank holding
company whose principal subsidiary was AmericanWest Bank, which
included Far West Bank in Utah operating as an integrated division
of AmericanWest Bank.  AmericanWest Bank was a community bank with
58 financial centers located in Washington, Northern Idaho and
Utah.

AmericanWest Bancorporation filed for Chapter 11 protection
(Bankr. E.D. Wash. Case No. 10-06097) on Oct. 28, 2010.  The
banking subsidiary was not included in the Chapter 11 filing.

Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at
Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as
bankruptcy counsel.  G. Larry Engel, Esq., at Morrison & Foerster
LLP, also serves as counsel.

The Debtor estimated assets of $1 million to $10 million and debts
of $10 million to $50 million in its Chapter 11 petition.
AmericanWest Bancorporation's estimates exclude its banking unit's
assets and debts.  In its Form 10-Q filed with the Securities and
Exchange Commission before the Petition Date, AmericanWest
Bancorporation reported consolidated assets -- including its bank
unit's -- of $1.536 billion and consolidated debts of
$1.538 billion as of Sept. 30, 2010.

In December 2010, AmericanWest completed the sale of all
outstanding shares of AmericanWest Bank to a wholly owned
subsidiary of SKBHC Holdings LLC, in a transaction approved by the
U.S. Bankruptcy Court.

American West filed a Chapter 11 plan hammered out with secured
lenders owed $177.5 million.  The lenders will take ownership and
receive a new $49.6 million mortgage in return for existing debt.
They will invest $10 million to be used as working capital to make
payments under the plan.


ARRAY BIOPHARMA: Incurs $11.7 Million Net Loss in Fiscal Q1
-----------------------------------------------------------
Array Biopharma Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $11.76 million on $15.83 million of total revenue for the three
months ended Sept. 30, 2012, compared with a net loss of
$3.58 million on $22.13 million of total revenue for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $85.49
million in total assets, $181.90 million in total liabilities and
a $96.41 million total stockholders' deficit.

Ron Squarer, chief executive officer of Array, noted, "This
promises to be an important year for Array as several drugs in our
wholly-owned and partnered pipelines move towards
commercialization.  We are on track to advance ARRY-520 for
multiple myeloma and ARRY-614 for myelodysplastic syndromes into
late-stage development in the coming year.  Success with any of
these programs will propel Array towards a self-sustaining
biopharmaceutical company."

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

                       http://is.gd/o8zedu

                      About Array Biopharma

Boulder, Colo.-based Array BioPharma Inc. is a biopharmaceutical
company focused on the discovery, development and
commercialization of targeted small-molecule drugs to treat
patients afflicted with cancer and inflammatory diseases.  Array
has four core proprietary clinical programs: ARRY-614 for
myelodysplastic syndromes, ARRY-520 for multiple myeloma, ARRY-797
for pain and ARRY-502 for asthma.  In addition, Array has 10
partner-funded clinical programs including two MEK inhibitors in
Phase 2: selumetinib with AstraZeneca and MEK162 with Novartis.

Array BioPharma reported a net loss of $23.58 million for the year
ended June 30, 2012, a net loss of $56.32 million for the year
ended June 30, 2011, and a net loss of $77.63 million for
the year ended June 30, 2010.

"If we are unable to obtain additional funding from these or other
sources when needed, or to the extent needed, it may be necessary
to significantly reduce the current rate of spending through
further reductions in staff and delaying, scaling back, or
stopping certain research and development programs, including more
costly Phase 2 and Phase 3 clinical trials on our wholly owned
programs as these programs progress into later stage development,"
the Company said in its annual report for the year ended June 30,
2012.  "Insufficient liquidity may also require us to relinquish
greater rights to product candidates at an earlier stage of
development or on less favorable terms to us and our stockholders
than we would otherwise choose in order to obtain up-front license
fees needed to fund operations.  These events could prevent us
from successfully executing our operating plan and in the future
could raise substantial doubt about our ability to continue as a
going concern."


ARTE SENIOR: Wants to Employ Integra Realty Resources as Appraiser
------------------------------------------------------------------
The Bankruptcy Court has authorized Arte Senior Living L.L.C. to
employ Integra Realty Resources to conduct an appraisal of its
senior independent and assisted living facility.

The professional services IRR will render include, without
limitation, the preparation of a preliminary range of value of the
Property and, if the Debtor and its counsel elect, a current
market value appraisal of the Property.

Pursuant to the terms of the Agreement, IRR will perform the
appraisal in two phases.  Phase I will be submitted after
developing a preliminary range of value for the Property.  IRR
will require a retainer in the amount of $6,000 for Phase I.  If
the Debtor elects to have a complete appraisal prepared, Phase II
will constitute a completed appraisal.  IRR will require an
additional retainer in the amount of $4,000 for Phase II.  The
source of the $10,000 retainer will be Avenir Lifestyles Corp., an
affiliate of the Debtor, who has provided $10,000 to the Debtor's
counsel for distribution to IRR per the terms of the Agreement.

The appraisal fees outlined in the Agreement are exclusive of the
hourly fees that Walter Winius Jr., MAI, CRE, may charge for
meetings with clients, attorneys, other witnesses, preparation
time of depositions, depositions, deposition review, court
testimony and testimony review, all of which will be charged at
the rate of $450.  Prior to the commencement of these activities,
an additional retainer will be requested.

IRR will be reimbursed at the rate of $0.545 per mile in
connection with the inspection of the Property.

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

                     About Arte Senior Living

Arte Senior Living L.L.C. owns and operates an independent and
assisted living facility, known generally as the Arte Resort
retirement community, located at 11415 North 114th Street, in
Scottsdale, Arizona.  The Property consists of 128,514 square feet
of rentable living space.  The Property is managed by Encore
Senior Living.

Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 12-14993) in Phoenix on July 5, 2012.  The Debtor
estimated assets and liabilities of $10 million to $50 million.

Judge George B. Nielsen Jr. oversees the case.  John J. Hebert,
Esq., at Polsinelli Shughart, P.C., serves as counsel to the
Debtor.  Syble Oliver appointed as patient care ombudsman.

SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg
Traurig, LLP.

The Debtor disclosed $52,317,766 in assets and $34,411,296 in
liabilities as of the Chapter 11 filing.


AURORA DIAGNOSTICS: S&P Raises Senior Secured Debt Rating to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue rating on Palm
Beach Gardens, Florida-based Aurora Diagnostics LLC's senior
secured debt to 'BB-' (two notches above the corporate credit
rating on its parent, Aurora Diagnostics Holdings LLC) from 'B+'
because the size of this debt class declined relative to S&P
estimate of Aurora's value in the event of default.

"We also revised our recovery rating on this debt to '1',
indicating our expectation of very high (90% to 100%) recovery in
the event of payment default, from '2', which indicated our
expectation of substantial (70% to 90%) recovery," S&P said.

"We affirmed our 'B' corporate credit rating on Aurora, although
we have lowered our near-term expectations for profit margins and
cash flow generation," S&P said.

"We revised the rating outlook to negative from stable, reflecting
the increased likelihood, in our view, that Aurora's cost-
reduction initiatives will not offset intensifying market
pressures," S&P said.

                         Rationale

"The ratings on Aurora Diagnostics Holdings LLC, a provider of
anatomic pathology (AP) diagnostic services, reflect the company's
'vulnerable' business risk profile (according to our criteria),
which is characterized by a narrow operating focus, vulnerability
to customer in-sourcing, price pressure, and weakened
profitability. We believe Aurora has curbed its appetite for
acquisitions and is now focusing on organic growth, efficiency
improvements, and cost cutting. We have lowered our near-term
expectations for Aurora's profit margins and cash flow generation.
Despite lower margins, we expect Aurora to continue generating
discretionary cash flow, but this may be insufficient to cover
large earn-out payments in 2012 and 2013 without borrowing from
the revolving credit facility. We expect Aurora's adjusted debt to
EBITDA to remain above 5x, consistent with the company's 'highly
leveraged' financial risk profile," S&P said.

"We expect 2012 revenues to grow about 5%, propelled by 2011
acquisitions. However, the recent sale of Aurora's low-margin
business, which serves Florida nursing homes, will trim future
revenue growth. Over the medium term, we expect low-single-digit
annual organic volume and revenue growth for Aurora, similar to
growth for the total U.S. outpatient AP market, which may be
supplemented by revenues from acquired businesses. In 2011,
Aurora's total revenues rose 30.4% and organic growth was 7.0%,
but organic revenue in the second quarter of 2012 declined 3.5%
year over year on a 2.1% decline in volume. We believe revenue per
accession (generally correlated with profitability) will continue
to decline slightly, reflecting reduced Medicare payment rates,
customer in-sourcing, and potential price pressure from commercial
insurers," S&P said.

"Management recently implemented staff reductions and is taking
other cost-cutting actions that we believe could save about $5
million per year, but this will be partly offset by IT investments
and higher costs to retain pathologists. Under our base case, we
expect the EBITDA margin (adjusted for nonrecurring items, stock
compensation, and the capitalization of operating leases) to
decline to about 22.0% in 2012, compared with our previous
expectation of 24%. However, we are less confident that Aurora can
reduce costs enough to stabilize or raise profit margins while
price pressure and competition intensify. Its margins fell
substantially during the past few years. Aurora's adjusted EBITDA
margin was 24% for the 12 months ended June 30, 2012, down from
25.7% in 2011, 26.6% in 2010, and 32.0% in 2009," S&P said.

"Since its founding in 2006, Aurora has grown rapidly, fueled by
more than 20 acquisitions. Aurora competes mainly in the AP
subsector of the diagnostic laboratory industry. AP is the
examination of tissue samples and cells to detect cancer and other
diseases. The AP market has fairly low barriers to entry and
remains very fragmented, which contributes to Aurora's vulnerable
business risk profile. We estimate the two largest participants,
Quest Diagnostics Inc. and Laboratory Corp. of America Holdings,
have a combined share of only about 10% to 15%. They also have
been hurt by customer in-sourcing. We believe independent labs are
generally losing market share to hospital labs when previously
independent doctors become hospital employees, an ongoing trend,"
S&P said.

"Aurora has established positions in dermatology and women's
health within its local markets, but its scale is small relative
to LabCorp and Quest, which offer a broader, more diverse range of
diagnostic services. Aurora's competitors also include local
providers, as well as its own customers that can in-source the
technical component (e.g., specimen preparation) of diagnostic
testing. We believe in-sourcing has materially reduced Aurora's
revenue and EBITDA growth during the past few years," S&P said.

"Despite its smaller scale, we believe Aurora generally has had
higher profit margins than LabCorp and Quest because the larger
companies are more concentrated in lower-margin clinical testing
and may receive lower reimbursement rates under national contracts
with commercial insurers. Aurora typically has been paid an in-
network rate under local contracts, but we believe large
commercial insurers may push the company to accept national
contracts at lower rates. Commercial payors (57% of Aurora's 2011
revenue) generally have been aggressive in reimbursement
negotiations with service providers. In addition, Medicare
reimbursement rates on the physician fee schedule were cut,
reducing Aurora's Medicare revenue about 3.5% to 4.5% in 2012, and
we expect further cuts in the years ahead. Medicare accounted for
about 30% of Aurora's 2011 revenue; 25% on the physician fee
schedule. We also expect Aurora to lose about $1.5 million in
annual revenue as a result of new rules that require it to bill
hospitals, rather than Medicare, for in-patient testing," S&P
said.

"We expect adjusted debt to EBITDA (5.5x as of June 30, 2012) to
remain above 5x for at least the next two years. The main
adjustments we make when calculating leverage are to capitalize
operating leases and add to debt the fair value of contingent
consideration, including our estimate of that amount for pre-2009
acquisitions. The fair value of contingent consideration ($54.1
million as of June 30, 2012) will decline substantially in 2012
and 2013 as earn-outs are paid, but Aurora may borrow to finance
some of these payments. Therefore, we expect a small reduction in
adjusted debt. Over the near term, we assume Aurora will not take
on new debt to finance acquisitions or shareholder-friendly
actions. Financial sponsors own a majority of Aurora," S&P said.

                               Liquidity

"In our view, Aurora has 'adequate' liquidity, as defined in our
criteria. Its business has relatively low capital requirements. In
2012 and 2013, we expect about $25 million to $30 million in funds
from operations per year to easily finance about $6 million in
annual capital expenditures and, at most, small annual increases
in working capital. We expect earn-out payments of $29 million in
2012 and $22 million in 2013 to be the largest use of cash.
However, these payments are likely to be much smaller in
subsequent years. We believe Aurora may require some incremental
borrowing in 2012 and 2013, but we expect the company to resume
generating cash in 2014," S&P said.

S&P's analysis is based on these assumptions and expectations:

- S&P expects liquidity sources, including the $60 million
   revolving credit agreement, to exceed uses by more than 1.2x
   for the next 12 to 24 months.

- If EBITDA is 15% lower than S&P expects, coverage would still
   be positive.

- As of June 30, 2012, Aurora had $11 million in cash and the
   revolving credit facility was fully available.  S&P believes
   Aurora borrowed from the facility in the third quarter.

- S&P assumes Aurora will not make any acquisitions in 2012 and
   2013.

- In connection with the loan amendment, Aurora prepaid
   $10 million of its term loan. Debt maturities are minimal until
   the term loan matures in 2016.

- The loan amendment includes the elimination of an interest
   coverage test and a loosening of the leverage limit.  S&P
   expects Aurora to maintain adequate headroom under this
   covenant. As of June 30, 2012, there was ample headroom under
   the old financial covenants.

                             Outlook

S&P's rating outlook on Aurora is negative, reflecting its reduced
confidence in Aurora's fundamental earning power and ability to
generate cash flow.  S&P believes Aurora may require some
incremental borrowing in 2012 and 2013 to meet its earn-out
requirements, but S&P expects the company to resume generating
cash in 2014.  It would consider lowering the rating if the EBITDA
margin continues to fall and it believes Aurora is unlikely to
generate cash in 2014.  It could also lower the rating if the loan
covenant cushion tightened below 10%, although it does not expect
this to happen.  S&P would consider revising the outlook to stable
if profit margins stabilize or improve, it believes they can be
sustained, and Aurora is generating cash after earn-out payments.

Ratings List
Rating Affirmed; Outlook Revised
                                     To            From
Aurora Diagnostics Holdings LLC
Aurora Diagnostics Inc.
Corporate credit rating              B/Negative/-- B/Stable/--

Ratings Raised
Aurora Diagnostics LLC
Senior secured                       BB-           B+
Recovery rating                      1             2

Ratings Affirmed
Aurora Diagnostics Holdings LLC
Senior unsecured                     CCC+
Recovery rating                      6


BEALL CORP: Taps Dan Scouler as Chief Restructuring Officer
------------------------------------------------------------
Beall Corporation, asks the U.S. Bankruptcy Court for the District
of Oregon for permission to:

   -- employ Scouler & Company to provide a chief restructuring
      officer and additional personnel on an as needed basis; and

   -- appoint Dan Scouler as the Debtor's chief restructuring
      officer.

Scouler will, among other things:

   a) perform financial reviews of Debtor's business, including
      the preparation of monthly operating reports, schedules,
      statements of financial affairs, and other bankruptcy-
      related materials;

   b) implement possible restructuring plans or other strategic
      alternatives, including, without limitation, Chapter 11
      plans; and

   c) analyze claims asserted against Debtor and consult with
      counsel as to potential objections thereto.

The Debtor has agreed to pay Scouler a blended hourly rate of $450
per hour on account of the services provided by the firm's
professionals.  The Debtor has agreed to pay Scouler a transaction
fee in connection with the consummation of a restructuring
transaction.  The transaction fee will be 5% of any gross residual
proceeds of a restructuring transaction available after payment of
the secured debt of KeyBank National Association or its
successors.

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

                      About Beall Corporation

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  The Debtor has
tapped Tonkon Torp LLP as counsel.

Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
six members to the official committee of unsecured creditors.
Ball Janik LLP represents the Committee.


BENADA ALUMINUM: Brad Aldrich OK'd as Chief Restructuring Officer
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Benada Aluminum Products LLC to (i) employ Transaction
Data Processing Corporation, as restructuring advisors; and (ii)
appoint Brad Aldrich, as chief restructuring officer nunc pro tunc
to Aug. 1, 2012.

As reported in the Troubled Company Reporter on Sept. 12, 2012,
Mr. Aldrich will report to the Company's board of managers.
Pursuant to a Chief Restructuring Officer Agreement dated July 31,
Mr. Aldrich's term will be from July 31 until Dec. 31, 2013.  The
term may be terminated at an earlier date or extended.

Benada will pay the firm a consulting fee of $350 per hour and
reimburse its necessary expenses.

                           About Benada

Benada Aluminum Products LLC was formed in 2011 to purchase assets
of two aluminum products manufacturing companies.  It purchased
via 11 U.S.C. Sec. 363 the Sanford facility of Florida Extruders
International (Case No. 08-07761).  It also purchased the assets
Miami, Florida-based Benada Aluminum of Florida Inc.  The Debtor
has since consolidated operations and operates only out of its
location in Sanford.

The Company filed for Chapter 11 protection on Aug. 1, 2012
(Bankr. M.D. Fla. Case No. 12-10518).  Judge Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, represents the Debtor.  The Debtor disclosed
$22,009,272 in assets and $11,698,426 in liabilities as of the
Chapter 11 filing.

Wells Fargo is represented by Michael Demont, Esq., and Jay Smith,
Esq., at Smith Hulsey & Busey, in Jacksonville, Florida.  FTL
Capital is represented by Christopher J. Lawhorn, Esq., at Bryan
Cave LLP in St. Louis, Missouri.  Triton Capital Partners Ltd.
serves as exclusive financial advisor and investment banker with
respect to providing assistance with turnaround management.

The Debtor was authorized by the bankruptcy judge at a Sept. 25,
hearing to sell an aluminum extrusion press for $2.9 million to
Tubelite Inc.


CANAL CAPITAL: Amends Periodic Reports With SEC
-----------------------------------------------
Canal Capital Corporation filed with the U.S. Securities and
Exchange Commission amendments to its periodic reports to provide
financial statements of the Company that have been reviewed by the
Company's independent public accounting firm that were not
provided by the Company in its original filings of the 10-Qs and
Form 10-Ks.

Canal Capital reported a net loss of $741,288 for the year ended
Oct. 31, 2011, compared with a net loss of $708,503 as originally
reported.  The Company's balance sheet at Oct. 31, 2011, showed
$3.16 million in total assets, $2.47 million in total liabilities
and $691,551 in stockholders' equity.  The Company originally
reported $2.41 million in total assets, $2.76 million in total
liabilities and $351,126 in stockholders' deficit.

"While the Company is currently operating as a going concern,
certain significant factors raise substantial doubt about the
Company's ability to continue as a going concern.  The Company has
suffered recurring losses from operations and is obligated to
continue making substantial annual contributions to its defined
benefit pension plan.  The financial statements do not include any
adjustments that might result from the resolution of these
uncertainties.  Additionally, the accompanying financial
statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the
amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern."

A copy of the fiscal 2011 Form 10-K/A is available at:

                        http://is.gd/fgY5Ed

A copy of the fiscal 2010 Form 10-K/A is available at:

                        http://is.gd/jqYJk8

A copy of the fiscal 2009 Form 10-K/A is available at:

                        http://is.gd/GfVVJa

A copy of the Jan. 31, 2010, Form 10-Q/A is available at:

                        http://is.gd/MpqmYm

A copy of the April 30, 2010, Form 10-Q/A is available at:

                        http://is.gd/Uk7lES

A copy of the July 31, 2010, Form 10-Q/A is available at:

                        http://is.gd/E5kMA2

A copy of the Jan. 31, 2011, Form 10-Q/A is available at:

                        http://is.gd/JECj2R

A copy of the April 30, 2011, Form 10-Q/A is available at:

                        http://is.gd/WoakJQ

A copy of the July 31, 2011, Form 10-Q/A is available at:

                        http://is.gd/VqEsPb

                        About Canal Capital

Port Jefferson Station, N.Y.-based Canal Capital Corporation is
engaged in two distinct businesses -- real estate and stockyard
operations.

Canal's real estate properties are located in Sioux City, Iowa,
South St Paul, Minnesota, St Joseph, Missouri, Omaha, Nebraska and
Sioux Falls, South Dakota.  The properties consist, for the most
part, of an Exchange Building (commercial office space), land and
structures leased to third parties (rail car repair shops, lumber
yards and various other commercial and retail businesses) as well
as vacant land available for development or resale.

Canal currently operates one central public stockyard located in
St. Joseph, Missouri.  Canal closed the stockyard it operated in
Sioux Falls, South Dakota in December 2009.

Canal's stock is no longer listed over-the-counter on the "pink
sheets".  The stock was delisted by the SEC as a result of Canal's
filing its fiscal 2009 Form 10-K without benefit of an independent
audit.


CHAN MARSHALL: Indie Singer Cancels Euro Tour Due to Bankruptcy
---------------------------------------------------------------
Lyneka Little, writing for The Wall Street Journal's SpeakEasy,
reports that indie singer-songwriter Chan Marshall, also known as
Cat Power, may have to put off her European tour due to financial
woes and health concerns.  She wrote on Twitter: "I MAY HAVE TO
CANCEL MY EUROPEAN TOUR DUE TO BANKRUPTCY & MY HEALTH STRUGGLE
WITH ANGIOEDEMA."  Angioedema is a swelling that is somewhat like
hives, but it takes place under the skin instead of on the
surface; it can be hereditary or the result of an allergic
reaction and can cause suffocation and other problems.   Ms.
Marshall had cracked the Billboard top 10 earlier this year and
sang at sold out shows, according to the Atlantic Wire.  She was
expected to begin her European tour later in November month.  WSJ,
citing The Atlantic Wire, added that a representative for Ms.
Marshall said "as of now nothing has been cancelled."


CINCINNATI BELL: Moody's Affirms 'B1' CFR; Rates Revolver 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to the
proposed $200 million senior secured revolving credit facility
maturing 2017 to be issued by Cincinnati Bell Inc. ("CBB" or the
"company"). Moody's also affirmed CBB's Corporate Family Rating
(CFR) and Probability of Default Rating (PDR), both at B1, as well
as the ratings on the existing debt instruments. As part of this
rating action, Moody's downgraded CBB's Speculative Grade
Liquidity Rating to SGL-3 from SGL-2 and revised the rating
outlook to negative from stable.

The new revolver will replace CBB's existing $210 million
revolving credit facility, and will step down to $150 million at
the earlier of: (i) the first sale of its equity interest in its
subsidiary, CyrusOne, following that entity's initial public
offering (IPO) and REIT election, which could occur by year end
2012; or (ii) December 31, 2014. In addition, the facility will
step down to $125 million on December 31, 2015. Although the new
revolver does not significantly alter CBB's credit profile,
Moody's does not expect the company's approximate $450 million of
debt reduction (after premiums and fees), with proceeds from
CyrusOne's repayment of an intercompany debt payable owed to CBB,
to proportionately offset the loss in CyrusOne EBITDA. Moody's
expects the company's total debt to EBITDA leverage (including
Moody's standard adjustments) to rise to around 6.5x by the end of
2013, and remain above the 6x downgrade trigger through 2014,
which is reflected in the negative outlook.

However, Moody's recognizes that CBB will maintain roughly a 70%
to 80% ownership stake in CyrusOne after its IPO, which will
permit CBB to participate in the rising demand for data center
space and potentially higher equity multiples associated with
CyrusOne's earnings growth and REIT valuation. As such, the
ratings also anticipate that CBB will begin to sell down its
remaining CyrusOne interest after the initial 365-day lockup
period expires and use proceeds to retire debt. Moody's estimates
leverage above 6x in 2014, which assumes a conservative enterprise
valuation for CyrusOne and that CBB sells down roughly 25% of its
remaining CyrusOne equity stake. However, the actual pace of debt
reduction will be a function of CyrusOne's realized market value
in the 2014 timeframe and the percentage of remaining CyrusOne
equity ownership interest that CBB decides to sell.

Ratings Assigned:

Issuer: Cincinnati Bell Inc.

  $200 Million Revolving Credit Facility due 2017 -- Ba1 (LGD1,
  8%)

Ratings Downgraded:

Issuer: Cincinnati Bell Inc.

  Speculative Grade Liquidity to SGL-3 from SGL-2

Ratings Affirmed:

Issuer: Cincinnati Bell Inc.

  Corporate Family Rating -- B1

  Probability of Default -- B1

  $250 Million 7% Senior Unsecured Notes due 2015 -- B1 (LGD-4,
  56%)

  $50 Million 7.25% Senior Secured Notes due 2023 -- Ba1, LGD
  assessment revised to (LGD-1, 8%)

  $500 Million 8.25% Senior Unsecured Notes due 2017 -- B1, LGD
  assessment revised to (LGD-4, 57%)

  $775 Million 8.375% Senior Unsecured Notes due 2020 -- B1, LGD
  assessment revised to (LGD-4, 57%)

  $625 Million 8.75% Senior Subordinated Notes due 2018 -- B3,
  LGD assessment revised to (LGD-6, 90%)

  $129 Million 6.75% Convertible Preferred Stock -- B3 (LGD-6,
  97%)

  Senior Unsecured Shelf Rating of (P)B1

Issuer: Cincinnati Bell Telephone Company

  $210 Million Senior Unsecured Notes due 2023 -- Ba1 (LGD-1, 2%)

Ratings Rationale

The B1 Corporate Family Rating (CFR) reflects Cincinnati Bell's
solid market position as an incumbent residential
telecommunications provider, offset by relatively high leverage
for a telecommunications company and negative free cash flow
generation as CBB has devoted a greater share of its capital
budget to the staged build-out of its data center operations over
the past three years. Moody's expects the company to operate at
total debt to EBITDA leverage (Moody's adjusted) above the 6x
downgrade trigger over the next 12 to 18 months and continue to be
free cash flow negative in fiscal 2013. Leverage will increase due
to the reduction in EBITDA, following the planned IPO of the data
center business, CyrusOne, which had contributed over $100 million
of EBITDA to the company.

CyrusOne is expected to repay approximately $475 million of total
intercompany debt owed to CBB using proceeds from the proposed
issuance of $500 million senior unsecured notes, which will
capitalize CyrusOne's balance sheet following its IPO. CBB intends
to use the cash receipts to pay down outstanding debt, including
the $250 million 7% senior notes due 2015, which will extend the
average maturity of the company's debt obligations. However, debt
repayment will not be sufficient to maintain the current level of
financial leverage (5.3x total debt to EBITDA on a Moody's
adjusted basis as of June 30, 2012) due to the sizable loss of
EBITDA after CyrusOne's IPO. Further debt reduction will be
limited by the 365-day lockup of CBB's remaining equity stake in
CyrusOne after the IPO (sale of proceeds are expected to be used
to retire debt) and the requirement to fund annual pension
payments.

Moody's expects CBB's business model will be challenged after the
CyrusOne spin-off due to reduced revenue diversification, exposing
CBB to continuing access line losses in its incumbent wireline
business, intense competition in the wireless segment and rising
capital expenditures to support scaling the FiOptics operations.
Financial flexibility will be limited due to Moody's expectation
of negative free cash generation in 2013.

Moody's downgraded CBB's SGL rating to SGL-3 from SGL-2 indicating
Moody's expectation that CBB will have adequate liquidity over the
next twelve months, as it faces significant challenges in
generating organic cash flow, and relies on revolver borrowings to
fund capital spending and make pension payments. Moody's expects
the company to generate negative free cash flow of around $150
million during fiscal year 2013, owing to downward pressure on
revenue due to continuing access-line losses in the company's
incumbent wireline territories, intense competition in the
wireless segment and reduced business diversification following
the spin-off of its data center operations. The cash cushion CBB
had built up will continue to be depleted as pension contributions
and rising capital spending for the FiOptics business will consume
cash flow from operations. Liquidity is supported by a new $200
million revolving credit facility maturing 2017 (eventually to be
downsized to $125 million), which Moody's expects CBB to tap to
support pension funding and capital needs.

Rating Outlook

The negative rating outlook is based on Moody's expectations that
CBB's total debt to EBITDA (Moody's adjusted) will remain above
the 6x downgrade trigger over the next 12 to 18 months, and the
company's business model will be challenged in restoring its
financial profile after spinning off its data center business,
CyrusOne, which was the company's growth driver. However, Moody's
recognizes that CBB will maintain a 70% to 80% ownership interest
in CyrusOne following its IPO, and will benefit from higher equity
market valuations associated with data center industry growth and
CyrusOne's REIT structure. The company has committed to using
proceeds from the sale of its remaining equity stake in CyrusOne
to retire debt.

What Could Change the Rating - DOWN

Moody's will likely downgrade the rating if CBB does not reduce
debt using proceeds from the sale of its remaining CyrusOne equity
stake, such that Moody's adjusted total debt to EBITDA does not
revert to under 6x by 2014. Negative rating pressure could also
develop if the company's EBITDA experiences further contraction,
either due to higher-than-expected access line losses in its ILEC
operations or declining profitability in the wireless business, or
CBB's liquidity position experiences further deterioration.

What Could Change the Rating - UP

Given the negative rating outlook, a rating upgrade is unlikely
over the near-term. However, positive rating pressure could
develop if CBB can resume generating consistent positive free cash
flow, while EBITDA growth or debt reduction leads to Moody's
expectation that total debt to EBITDA (Moody's adjusted) will be
sustained below 5x. Given competitive pressures in the company's
legacy wireline and wireless businesses, Moody's believes the
company faces significant challenges in achieving this goal over
the rating horizon on an organic basis especially after spinning
off CyrusOne, which had been the driver of revenue growth. Ratings
could be upgraded if the company uses cash proceeds from the sale
of its remaining equity interest in CyrusOne (after the 365-day
lockup period ends) to significantly reduce its debt.

The assigned rating is subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's. Upon retirement of the $210
million revolving credit facility due 2014, Moody's will withdraw
the ratings.

Moody's subscribers can find additional information in the
Cincinnati Bell Credit Opinion published on www.moodys.com.

The principal methodology used in rating Cincinnati Bell Inc. was
the Global Telecommunications Industry Methodology published in
December 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the US, Canada
and EMEA published in June 2009.

With headquarters in Cincinnati, Ohio, Cincinnati Bell Inc.
("CBB") has operated as the incumbent local exchange carrier
(ILEC) in the Greater Cincinnati area for over 130 years. The
company provides telecommunications products and services to
residential and business customers in Ohio, Kentucky and Indiana.
CBB operates a regional wireless network in a territory
surrounding Cincinnati and Dayton, Ohio, including areas of
northern Kentucky and southeastern Indiana. The company also
offers local voice, data and other telephone services to customers
in southwestern Ohio, northern Kentucky and southeastern Indiana
through its subsidiary Cincinnati Bell Telephone LLC ("CBT").
CBB's data center business, CyrusOne, has received IRS approval to
elect REIT status, and will operate as an unrestricted subsidiary
after the IPO, which could occur before year end 2012.For the
twelve months ended September 30, 2012, CBB's revenue totaled
approximately $1.5 billion.


COMMUNITY WEST: Reports $613,000 Net Income in Third Quarter
------------------------------------------------------------
Community West Bancshares reported net income of $613,000 on
$7.51 million of total interest income for the three months ended
Sept. 30, 2012, compared with a net loss of $2.30 million on
$8.76 million of total interest income for the same period during
the prior year.

The Company reported net income of $841,000 on $23.86 million of
total interest income for the nine months ended Sept. 30, 2012,
compared with a net loss of $1.93 million on $27.23 million of
total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $556.79
million in total assets, $505.98 million in total liabilities and
$50.81 million in stockholders' equity.

"We continued to make meaningful progress with strengthening the
balance sheet and returning the organization to sustainable
profitability during the third quarter, with strong net interest
income and improved operating efficiencies," stated Martin E.
Plourd, president and chief executive officer.  "Our efforts have
been focused on refining our core banking strategy while
streamlining the Company's balance sheet and diligently working to
improve asset quality and reduce problem assets."

A copy of the press release is available at http://is.gd/4yQcsy

                       About Community West

Goleta, Calif.-based Community West Bancshares ("CWBC") was
incorporated in the State of California on Nov. 26, 1996, for the
purpose of forming a bank holding company.  On Dec. 31, 1997, CWBC
acquired a 100% interest in Community West Bank, National
Association.  Effective that date, shareholders of CWB became
shareholders of CWBC in a one-for-one exchange.  The acquisition
was accounted at historical cost in a manner similar to pooling-
of-interests.

Community West Bancshares is a bank holding company.  CWB is the
sole bank subsidiary of CWBC.  CWBC provides management and
shareholder services to CWB.

                         Consent Agreement

According to the regulatory filing for the quarter ended June 30,
2012, the Bank entered into a consent agreement with the
Comptroller of the Currency ("OCC"), the Bank's primary banking
regulator, which requires the Bank to take certain corrective
actions to address certain deficiencies in the operations of the
Bank, as identified by the OCC (the "OCC Agreement").

"Article III of the OCC Agreement requires a capital plan and
requires that the Bank achieve and maintain a Tier 1 Leverage
Capital ratio of 9% and Total Risk-Based Capital ratio of 12% on
or before May 25, 2012.  The Bank's Board of Directors has
incorporated a three-year capital plan into the Bank's strategic
plan.  The Bank successfully met the minimum capital requirements
as of May 25, 2012.  Notwithstanding that the Bank has achieved
the required minimum capital ratios required by the OCC Agreement,
the existence of a requirement to maintain a specific capital
level in the OCC Agreement means that the Bank may not be deemed
"well capitalized" under applicable banking regulations."


CYNERGY HOLDINGS: Wants Creditor Sanctioned for Discovery Delays
----------------------------------------------------------------
Ama Sarfo at Bankruptcy Law360 reports that Cynergy Holdings LLC
on Thursday asked a New York federal judge to sanction its
bankruptcy creditor Process America Inc., saying the company won't
provide evidence for Cynergy's solicitation counterclaims in
Process America's breach of contract suit against Cynergy.


COVANTA HOLDINGS: Moody's Rates $335MM Sr. Revenue Bonds 'Ba2'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Covanta
Holdings Corporation's planned issuance of approximately $335
million in senior unsecured tax-exempt revenue bonds to be offered
as five separate series. As part of this transaction, Moody's
upgraded Covanta Energy Corporation's (CEC) $900 million senior
secured revolver credit facility and its $298 million secured term
loan to Baa3 from Ba1. Concurrent with these rating actions,
Moody's affirmed all of the remaining Covanta's ratings, including
its Corporate Family Rating (CFR) and Probability of Default
Rating at Ba2, its senior unsecured debt rating at Ba3 and its
speculative grade liquidity rating at SGL-1. The rating outlook
for Covanta and CEC is stable.

Ratings Rationale

The rating actions recognize the continued generation of
relatively consistent credit metrics, including reliable free cash
flow generation, all of which is supported by a diversified,
largely contracted portfolio of energy-from-waste (EfW) projects
principally located throughout the US. The rating actions consider
Covanta's successful track record in continuing to lengthen the
duration of its contract portfolio through contract extensions
(have extended 20 of 21 expiring waste contracts), which provides
a dependable source of operating income and cash flow for the next
decade. The rating actions incorporate the strong operating plant
performance across the portfolio and the relatively high barriers
to entry for most competing technologies. These strengths are
mitigated by a highly leveraged capital structure that remains in
place as well as a shareholder focused strategy being pursued by
management, including the board's decision earlier this year to
authorize an additional $100 million in share repurchases to be
added to the existing share repurchase program and to raise the
common dividend by 100% (to $80 million annually).

The rating actions acknowledge the credit benefits to CEC and
Covanta from the continued amortization of project level debt.
Moody's calculates that since year-end 2007, project level debt
has reduced by $581 million to $628 million at 09/30/2012.
Covanta's planned issuance of $335 million will redeem $328
million of secured project level debt at three subsidiaries
reducing project level debt to approximately $300 million. Also,
through the end of fiscal 2015, Moody's calculates that an
additional $177 million of project level will amortize, resulting
in project level debt being only approximately $125 million by
year-end 2015. Such project debt reduction lowers the degree of
structural subordination which strengthens credit quality at CEC
and at Covanta.

To that end, the Ba2 rating assignment, in line with Covanta's
CFR, factors in the upstream guarantee from CEC, an entity that
continues to move closer to the asset level cash flows as project
level debt is repaid. Moreover, the upgrade of CEC's secured
revolver and term loan to Baa3 from Ba1 recognizes the
strengthened position for these classes of creditors given their
secured position in Covanta's increasing number of debt free
projects.

Covanta's financial metrics remain fairly stable and well-
positioned in the "Ba" rating category for unregulated power
companies. For example, for the three period 2009-2011, cash flow
(CFO-preW/C) to debt averaged 15.2%, retained cash flow to debt
12.3%, free cash flow to debt 8.0%, while cash flow interest
coverage ratio remained consistent at around 4.0x. Prospectively,
Moody's tends to believe that Covanta should be able to generate
similar credit metrics over the next several years due to the high
degree of contractual revenue coupled with the firm's unique
competitive position, which has very high barriers for entry.

Covanta's SGL-1 is driven by Moody's expectation that the company
will maintain a very good liquidity profile over the next 4
quarters as a result of its generation of strong internal cash
flows, continuance of cash balances and access to committed credit
availability. In addition to the company's ability to generate
reoccurring free cash flow, at September 30, 2012, Covanta had
approximately $262 million of unrestricted cash, although Moody's
understands that more than half of this cash is invested in non-US
accounts to be used for future international investment. In
addition to the cash on hand, Covanta had access to availability
of around $597 million under a $900 million credit facility that
expires in 2017. During fiscal year 2013, Moody's understands that
Covanta has $54 million in required project debt maturities due, a
portion of which has been funded with restricted cash available
for debt service. The next large debt maturity at Covanta is the
$460 million of senior notes due in June 2014. As of December 31,
2011, Covanta was comfortably in compliance with the financial
covenants under its credit facilities.

Net proceeds from the senior unsecured tax-exempt debt offering
along with the release of restricted cash will be primarily used
to refinance six separate series of previously issued tax-exempt
senior secured debt that collectively aggregate $328 million. As a
tax-exempt issuance, the issuer for $169,595,000 of the new
offering will be Massachusetts Development Finance Agency, to be
issued in three series with a maturity of November 1, 2027 for
Series 2012A ($20,000,000) and a maturity of November 1, 2042 for
each of Series 2012B and Series 2012C ($67,225,000 and
$82,370,000, respectively). The remaining $165,010,000 will be
issued by Niagara Area Development Corporation in two series with
a maturity date of November 1, 2042 for Series A ($130,000,000)
and a maturity date of November 1, 2024 for Series B
($35,010,000). Covanta will be the obligor on each of the five
series of new bonds with Covanta's obligation being guaranteed by
CEC.

Upon the completion of the financing and satisfaction of the
existing debt, Moody's would expect to withdraw the Baa2 rating on
the four series of senior secured debt aggregating $165,010,000
issued by Niagara County Industrial Development Agency along with
the Baa2 rating on the approximate $81,000,000 (original amount
$134.35 million) senior secured debt issued by Massachusetts
Development Finance Authority.

The stable outlook for Covanta and CEC reflects Moody's
expectation that: (i) the EfW projects' contracts with the
respective municipalities and utilities will remain in place
through their current maturities and that the company will
continue to have success extending the terms on expiring EfW
contracts; (ii) Covanta's management will continue to operate the
plants at high availability levels and maintain stability with
regard to administrative, operating, and maintenance expenses; and
(iii) Covanta will finance its development projects, acquisitions,
and future shareholder return strategies in a manner neutral to
credit quality.

In light of the highly levered capital structure and increasing
efforts to return capital to shareholders, near-term rating
changes remains limited. However, a higher CFR for Covanta could
be considered if Covanta successfully extends its contracts on
favorable terms, pursues shareholder rewards in a credit benign
fashion, and finances new development reasonably conservatively
leading to some de-levering and resulting in a financial
improvement such that cash flow to debt exceeds 18% and cash flow
coverage of interest expense exceeds 4.5x on a sustainable basis.

The ratings could be lowered if the company significantly
increases leverage to finance an acquisition or return capital to
shareholders; if several projects are subject to unforeseen
capital expenditure requirements, particularly with regard to
environmental regulatory compliance; if several key projects have
extended outages; resulting in a decline in key financial metrics
including the ratio of cash flow to debt falling below 12% and
cash interest coverage declining to below 3.0x for an extended
period.

Ratings Affected Include:

Ratings Affirmed :

   Issuer: Covanta Holding Corporation

     Corporate Family Rating at Ba2

     Probability of Default Rating at Ba2

     Speculative Grade Liquidity Rating at SGL-1

Rating Assigned

  Issue: $20,000,000 sr uns Massachusetts Devt Fin Agy Resource
         Recovery Rev Bonds Series 2012A due 11/1/2027.
  Obligor: Covanta
  Guarantor: CEC
  Assigned Ba2 (45 --LGD3)

  Issue: $67,225,000 sr uns Massachusetts Devt Fin Agy Resource
         Recovery Rev Bonds Series 2012B due 11/1/2042.
  Obligor: Covanta
  Guarantor: CEC
  Assigned Ba2 (45 --LGD3)

  Issue: $82,370,000 sr uns Massachusetts Devt Fin Agy Resource
         Recovery Rev Bonds Series 2012C due 11/1/2042.
  Obligor: Covanta
  Guarantor: CEC
  Assigned Ba2 (45 --LGD3)

  Issue: $130,000,000 sr uns Niagara Area Dev Corp Solid Waste
         Disposal Facility Refunding Rev Bonds Series 2012A due
         11/1/2042.
  Obligor is CVA
  Guarantor is CEC
  Assigned Ba2 (45 --LGD3)

  Issue: $35,010,000 sr uns Niagara Area Dev Corp Solid Waste
         Disposal Facility Refunding Rev Bonds Series 2012A due
          11/1/2042.
  Obligor is CVA
  Guarantor is CEC
  Assigned Ba2 (45 --LGD3)

Ratings Upgraded:

  Issuer: Covanta Energy Corporation

   Senior Secured Term Loan and Revolving Credit Facility to Baa3
   (13-LGD2) from Ba1 (23 --LGD2)

Ratings Affirmed / LGD assessments revised:

  Issuer: Covanta Holding Corporation

    Senior Unsecured Conv./Exch. Bond/Debenture at Ba3 (79 -
    LGD5) from Ba3 (75 - LGD5)

    Guarantor: Covanta ARC LLC

    Delaware County Industrial Dev. Auth., PA, Series 1997-A IRBs
    at Ba1 (LGD3, 35% from LGD3, 32%)

    Connecticut Resources Recovery Authority, Ser. A and Ser.
    1992 A IRBs at Ba1 (LGD3, 35% from LGD3, 32%)

Ratings expected to be Withdrawn at Financial Close:

  $40.0 million senior secured Niagara County Industrial Dev
  Agency, NY, due 11/15/2026 rated Baa2 (Cusip: 653362AG8)

  $45.0 million senior secured Niagara County Industrial Dev
  Agency, NY, due 11/15/2024 rated Baa2 (Cusip: 653362AH6)

  $45.0 million senior secured Niagara County Industrial Dev
  Agency, NY, due 11/15/2024 rated Baa2 (Cusip: 653362AJ2)

  $40.0 million senior secured Niagara County Industrial Dev
  Agency, NY, due 11/15/2024 rated Baa2 (Cusip: 653362AK9)

  $81 million (originally $134 million) senior secured Resource
  Recovery Rev Bonds rated Baa2 (SEMASS System) (Sale ID:
  805775771)

The principal methodology used in rating : Covanta Holdings
Corporation (CVA) and Covanta Energy Corporation (CEC) was the
Unregulated Utilities and Power Companies Industry Methodology
published in August 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Headquartered in Morristown, NJ, Covanta is primarily an owner and
operator of Energy-from-Waste (EfW) and renewable energy projects.
During 2011, operating revenues was approximately $1.6 billion.


COVANTA HOLDINGS: S&P Rates $335MM Sr. Unsec. Revenue Bonds 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating to energy-from-waste (EFW) generator Covanta Holding
Corp.'s proposed $335 million senior unsecured revenue bonds ($165
mil. issued by Niagara Area Development Corp. and $170 mil. issued
by the Massachusetts Development Finance Agency). "The recovery
rating is '3', indicating our expectation that lenders would
receive a meaningful (50%-70%) recovery of principal if a default
occurs. The new debt has bullet maturities in 2024, 2027, and
2042. Covanta is the obligor and CEC is the guarantor," S&P said.

"At the same time, Standard & Poor's lowered its issue ratings on
Covanta's existing unsecured notes to 'B' from 'B+', based on a
revision of the recovery rating on this debt to '6' from '5'. The
recovery rating of '6' indicates our expectation that lenders
would receive a negligible recovery (0%-10%) recovery of principal
under our default scenario. Standard & Poor's also affirmed its
'BB-' long-term corporate credit rating on Covanta and Covanta
Energy Corp. (CEC). The outlook is stable. In addition, Standard &
Poor's affirmed its 'BB+' rating on CEC's existing senior secured
debt at 'BB+' with a recovery rating of '1', indicating our
expectation that lenders would receive a very high (90%-100%)
recovery," S&P said.

Rationale

"Ratings reflect what we view as an 'aggressive' financial risk
profile, with high debt balances, a capital-intensive business,
and increased use of free cash flow to pay for dividends and share
repurchases. We view Covanta's business risk profile as
'satisfactory', reflecting steady cash distributions from
operating assets that are mostly contracted with highly
creditworthy municipal and county governments, good operations
history, average boiler availability of about 90, and the waste
business' generally favorable risk characteristics. Covanta owns
and operates large EFW and renewable energy projects. It is the
largest EFW operator in North America, with 40 EFW facilities with
a concentration in the U.S. Northeast. It also has four facilities
in China and Italy. Annually, the company processes about 20
million tons of waste (about 5% of all U.S. waste). It produces
about 10 million megawatt-hours annually from more than 1,500
megawatts of capacity and recycles 430,000 tons of metal
annually," S&P said.

"Covanta mainly generates revenue from three sources: Fees charged
for waste disposal or operating EFW projects (about 58% of total
revenues in 2012 under our base case); selling electricity or
steam (about 24%); selling recycled ferrous and nonferrous metals
(about 4%). Other sources account for about 10%. About 75% of the
waste and energy revenues are contracted in 2012. Historically,
Covanta has benefited from a predictable cash flow supported by
contracts. Absent recontracting, the amount of waste and energy
volume currently under contract will fall to about 62% and 40% by
2016, respectively. The company has recontracted 20 out of 21
waste contracts. We think contract waste pricing will be
relatively flat in 2012, with a recovery in pricing linked to our
inflation assumptions of about 2%. The unprecedented reduction in
electricity demand nationally in recent years and lower natural
gas prices has hurt Covanta's energy business. Lower gas prices
generally reduce energy prices. In the near to medium term, we
think electricity demand and gas prices will remain soft. The
Energy Information Administration (EIA) expects total consumption
of electricity to fall 0.9% during 2012, then increase 1.3% in
2013. The EIA's demand growth expectation for 2012 is meaningfully
lower from the 2.4% growth it expected a year ago. Following the
recovery in prompt gas prices from the low levels of end of March
2012, we updated our gas price assumptions in late July," S&P
said.

"Specifically, we raised our Henry Hub gas price assumption to
$2.50 from $2.00 per million Btu for 2012 and $3.00 from $2.75 per
million Btu for 2013. Nevertheless, obstacles to a long-term
pricing recovery remain. Continued high production and storage
levels could put downward pressure on prices or limit further
improvement. While the company looks to hedging opportunities to
mitigate market exposure, hedging options further out are getting
more expensive," S&P said.

"Covanta has scaled back its EFW project development, mainly in
the U.K. There is some organic growth pertaining to scrap metal
opportunities that are relatively modest in terms of capital
outlay. However, scrap metal prices are volatile and have
experienced a decline in the past two quarters. Our base case
assumes metal prices fall 20% in 2012 and 25% thereafter. We view
the company's financial policy as aggressive based on increasing
use of free cash flow to pay for dividends and share repurchases,"
S&P said.

"In March 2012, it announced that it would double its dividend
payout to about $80 million based on current shares. As of Sept.
30, Covanta returned $146 million to shareholders in the form of
$61 million in dividends declared and $85 million in shares
repurchased. It generated free cash flow after project debt
payments of $173 million in this period. The company seeks to
maintain its current level of dividend payout. While we believe
Covanta's improved liquidity position would support this level,
any further increase in dividend payouts, debt-funded shareholder
dividends, or stock purchases could deteriorate the company's
financial risk profile. Under Standard & Poor's base case
scenario, we expect that funds from operations (FFO) will remain
stable at above $335 million through 2016. We expect adjusted FFO
to debt to average about 15.4% through 2016. We expect Covanta's
near-term leverage, as measured by the adjusted debt to EBITDA
ratio, to remain high at above 5.0x through 2013, which is weak
for an aggressive financial risk profile. However, we expect the
leverage to decline gradually to 4.9x in 2014 and 4.2x in 2016,"
S&P said.

Liquidity

"We classify Covanta's liquidity as 'strong' (as our criteria
define the term). We estimate liquidity for the next 12 months of
more than $900 million, mainly consisting of FFO and availability
under its credit facility. We estimate that the company will use
about $160 million during the same period for capital spending and
$84 million for shareholder returns," S&P said.

"Relevant factors in our assessment of Covanta's liquidity profile
include the following expectations: Sources of liquidity over the
next 12 months will exceed uses by 2.5x or more. Sources of
liquidity would exceed its uses even if EBITDA were to decline by
30%. We believe the company's relationship with banks is sound.
As of Sept. 30, 2012, the company had $262 million of unrestricted
cash. Although about $254 million held by Covanta's international
and insurance subsidiaries would generally not be available for
near-term liquidity for its domestic operations, the company has a
healthy availability of $597 million under its revolving credit
facility. Restricted cash as of Sept. 30 was $210 million," S&P
said.

"Covanta has scheduled debt maturities of about $49 million
(including project debt) for the rest of 2012 and $59 million in
2013 under the company's expected new capital structure. In March
2012, the company recapitalized its credit lines by replacing the
credit facility at CEC with a $300 million term loan due 2019
(replacing the $650 million term loan due 2014) and a $900 million
revolver due 2017 (replacing the $320 million synthetic letter of
credit due 2014 and $300 million revolver due 2013). In addition,
Covanta issued $400 million of senior unsecured notes due 2022 in
March and is proposing $335 million bullet maturity debt at the
holding company level to replace $328 million of amortizing
project-level debt. Repaying project-level debt would eliminate
the restrictive covenants under the respective credit documents
and would release existing restricted cash and increase future
distributions from these projects to Covanta, improving the
company's liquidity position," S&P said.

                        Recovery analysis

"Our default scenario contemplates a default in 2016 due to a
decline in Covanta's EBITDA below its consolidated fixed charges.
We believe a decline of this magnitude--about 35% below 2011
EBITDA levels--would likely require a combination of difficulty
arising from higher-than-expected operating costs, low power
prices and tip fees, inability to recontract existing business on
acceptable terms, and poor operating performance from the domestic
and international assets. We also expect that the company's
recently increased dividend and ongoing share repurchases would
reduce its liquidity and ability to manage the pressures that we
contemplate in our scenario," S&P said.

"We believe that if Covanta defaults, lenders would achieve the
greatest recovery value if the company's operating subsidiaries
continued to operate as going concerns. Our valuation assumptions
result in a gross enterprise value of $1.57 billion and a net
emergence value of about $1.46 billion after administrative
expenses. After accounting for structurally senior project-level
debt, which we expect would be fully covered in our default
scenario, there is about $1.35 billion in additional value
available to other creditors. This value is sufficient to produce
recovery of 90%-100% for CEC's secured debt, consistent with a '1'
recovery rating. This would leave about $428 million in remaining
value available to other creditors. CEC will guarantee the
proposed bonds, causing them to be structurally senior to the
existing senior unsecured debt at Covanta. Although remaining
value of $428 million is sufficient to produce an implied recovery
of 120% for the proposed bonds, we generally cap the recovery
ratings on unsecured debt from companies with corporate credit
ratings of 'BB-' or higher at '3' to account for the risk that
their recovery prospects are at greater risk of being impaired by
the issuance of additional priority or pari passu debt before
default. The recovery rating of '3' indicates our expectation that
lenders would receive a meaningful (50%-70%) recovery of principal
if a default occurs. This would leave about $84 million for other
senior unsecured creditors at Covanta, resulting in a negligible
recovery (0%-10%), consistent with a '6' recovery rating," S&P
said.

                              Outlook

"The stable outlook reflects Standard & Poor's expectation of
predictability and stability of cash flows from existing waste and
power contracts combined with reduced new project development, and
continued deleveraging of existing project debt. Under our base
case, we expect that adjusted FFO-to-debt will likely average
about 15.4% through 2016 and the adjusted debt to EBITDA ratio,
which is weak for aggressive financial risk profile, to improve
gradually to 4.9x in 2014 and 4.2x in 2016. However, if the
company fails to meet our base case forecasts,, which could result
from operating problems, a weaker merchant environment,
fluctuations in metal prices, a general economic downturn, and the
expected debt to EBITDA remains materially above 5x, we could
lower the ratings. We would also view another hike in dividends as
negative for credit and any borrowing to fund shareholder
dividends or stock purchases would likely lead to a downgrade,"
S&P said.

"Although less likely, given the increased use of cash flow to
finance shareholder rewards instead of reducing debt, we could
consider an upgrade if we see continued solid operations,
stability in financial policy, and paying down of consolidated
debt that results in financial risk ratios more in line with a
significant financial risk profile such as a debt-to-EBITDA of
less than 4x," S&P said.

Ratings List

Covanta Holding Corp. (obligor)
Ratings Assigned
Niagara Area Development Corp.(issuer)
$165 mil. sr. unsec. rev. bonds           BB-
Recovery rating                           3
Massachusetts Development Finance Agency(issuer)
$170 mil. sr. unsec. rev. bonds           BB-
Recovery rating                           3

                                          To              From
Rating Lowered/Recovery Rating Revised
Senior unsecured debt                     B               B+
Recovery rating                           6               5

Covanta Holding Corp.
Covanta Energy Corp.
Rating Affirmed
Corporate credit rating                   BB-/Stable/--

Covanta Energy Corp.
Ratings Affirmed
Senior secured debt BB+
Recovery rating 1


CYRUSONE LP: Moody's Assigns 'B1' CFR/PDR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service has assigned to CyrusOne LP, a wholly-
owned subsidiary of CyrusOne Inc., a first-time B1 Corporate
Family Rating (CFR) and Probability of Default Rating (PDR), Ba2
rating to the proposed $225 million secured revolving credit
facility due 2017 and B2 rating to the proposed $500 million
senior unsecured notes due 2022. The rating outlook is stable.

The new debt obligations are being issued in connection with
CyrusOne's upcoming spin-off from parent Cincinnati Bell Inc., its
initial public offering (IPO) (about $300 million expected) and
simultaneous election to become a qualified REIT. Net proceeds
from the debt issuance and planned IPO will be used to repay
intercompany debt of at least $475 million owed to Cincinnati Bell
and to capitalize CyrusOne's balance sheet with sufficient cash to
fund future business expansion. The assigned ratings are
contingent on a successful IPO, REIT election and review of final
documentation and no material change in the terms and conditions
of the debt and IPO transactions as advised to Moody's. To the
extent the IPO does not transpire, is delayed or generates less-
than-anticipated IPO proceeds, the assigned ratings will likely be
re-evaluated.

Ratings Assigned:

  Issuer: CyrusOne LP

   Corporate Family Rating -- B1

   Probability of Default Rating -- B1

   $225 Million Senior Secured Revolving Credit Facility due 2017
   -- Ba2 (LGD-2, 19%)

   $500 Million Senior Unsecured Notes due 2022 -- B2 (LGD-4,
   65%)

Ratings Rationale

The B1 CFR reflects CyrusOne's moderate financial leverage of
about 4.25x debt to EBITDA (including Moody's standard
adjustments) that Moody's forecasts by year end 2013 and the
company's growing scale as a leading regional operator of carrier-
neutral data center facilities focusing on large blue-chip
enterprises that are progressively outsourcing more of their
growing IT infrastructure requirements. Notwithstanding the
company's high capital intensity, limited business-line diversity,
and concentrations across customers (ten largest clients account
for 46% of annualized rent as of September 30, 2012), geographies
(data centers in Ohio and Texas comprise nearly 100% of annualized
rent) and the volatile and economically sensitive energy sector
(38% of annualized rent), CyrusOne's clients are generally not
price sensitive and heavily reliant on its mission-critical data
center facilities and reliable customer-oriented service platform
that protect and ensure continued operation of their IT
infrastructure. Further mitigating these risks are CyrusOne's
longstanding relationships with large enterprise customers,
increasing revenue penetration with existing clients, revenue
visibility via multi-year customer contracts, low recurring rent
churn of around 3% to 4% per annum and the strong market demand
for collocation services.

The rating is constrained by CyrusOne's small size relative to
larger rivals in an increasingly competitive market, lack of
operating history as a standalone company and limited financial
flexibility imposed by the REIT operating structure. Moody's
believes CyrusOne will face increasing competition over the
medium-term given expectations for continued robust demand for
collocation space combined with historically low borrowing rates
that have facilitated investments in new data center build-outs by
the major data center operators. In addition, given that the
company's true corporate infrastructure cost as a standalone
entity is unknown, Moody's is concerned that CyrusOne's historical
financial statements may not be a good indicator of future
operating performance. Finally, the high capital intensity of the
data center business model combined with the requirement to
distribute at least 90% of taxable income as dividends to maintain
its REIT status, will result in CyrusOne generating negative free
cash flow for the foreseeable future, which limits financial
flexibility. Due to this significant cash leakage, the company
will likely be dependent on the external equity and debt capital
markets to fund future growth needs (i.e., capex and acquisitions)
that materialize above anticipated levels, especially if EBITDA
growth falls short of expectations. This could result in higher
financial leverage to the extent equity market issuance became
temporarily unavailable or the market price of the company's stock
weakened.

Moody's expects demand for IT infrastructure outsourcing to remain
robust given the favorable near-term supply-demand imbalance for
collocation space and ensuing growth trends (15% to 20% revenue
growth expected per annum) for data center services globally. This
is being driven by growing Internet traffic, the ongoing migration
of corporate information technology to IP standards and the
secular trend of enterprises shifting IT functions and data
processing applications to online and cloud-based models (i.e.,
Software-as-a-Service) and third-party providers (i.e.,
Infrastructure-as-a-Service). Though Moody's views the data center
model as highly stable, a return to speculative overbuilding and
increasing competition to seize market share poses the biggest
risk over the medium-to-long-term, especially for those data
center operators that do not offer unique connectivity options or
advanced managed services. In Moody's' view, data centers that are
not located in strategic communications or industry-centric
markets are easily replicable, given time and access to capital.

Moody's believes CyrusOne will maintain good liquidity over the
next twelve months primarily due to healthy cash balances and
access to an undrawn bank credit facility. Following repayment of
intercompany debt owed to Cincinnati Bell with net proceeds from
the $500 million senior notes issuance and subsequent IPO, Moody's
expects initial cash levels will be between $250 million to $300
million. However, due to high capital expenditures and dividend
distributions to maintain its REIT status, Moody's estimates free
cash flow could be negative at similar levels as 2012,
significantly consuming the cash proceeds from the IPO. CyrusOne's
liquidity is further supported by a $225 million senior secured
revolving credit facility maturing 2017 that Moody's expect will
remain undrawn.

The senior secured revolver is rated Ba2, two notches higher than
the CFR reflecting the instrument's senior position in the debt
capital structure due to the benefits of the collateral package,
its first priority claim on the company's assets as well as the
loss protection provided by the structurally subordinated senior
unsecured notes, which are rated B2.

Rating Outlook

The stable rating outlook reflects Moody's expectation that
CyrusOne will continue to capitalize on strong demand for
outsourced server and storage device capacity from large
enterprises, produce double-digit revenue and EBITDA growth over
the near-to-medium term, and prudently manage its growth within
available liquidity using a disciplined capital structure with a
reasonable mix of debt and equity.

What Could Change the Rating -- Up

An upgrade is unlikely over the near-term as the company's small
size relative to larger rivals in an increasingly competitive
market, significant revenue concentrations, lack of operating
history as a standalone company and limited financial flexibility
constrain the rating. However, to the extent these concerns are
effectively mitigated, upward ratings pressure could develop if
CyrusOne executes the staged build-out of its planned expansion
and successfully leases up server and storage device capacity in
its newly constructed data centers, such that EBITDA growth
results in leverage reduction. An upgrade would be considered if
Moody's believes the company is on a path to sustain: total debt
to EBITDA (Moody's adjusted) below 3.25x; funds from operations
(Moody's adjusted) above 40% of revenue; and consistent positive
free cash flow generation.

What Could Change the Rating -- Down

Given the significant project finance component in CyrusOne's
capital expansion plans, debt-financed build-outs in addition to
the current schedule could pressure the ratings. Ratings may also
experience downward momentum if an unfavorable slowdown in demand
for collocation services materializes, the company experiences
higher than expected churn and customer defections, or industry
oversupply results in competitive pricing pressures. To the extent
CyrusOne is unable to grow EBITDA from the new data center
capacity it brings online resulting in higher than expected
negative free cash flow, strained liquidity and total debt to
EBITDA (Moody's adjusted) sustained above 5x, ratings would likely
be downgraded.

Moody's subscribers can find additional information in the
CyrusOne Credit Opinion published on www.moodys.com.

The principal methodology used in rating CyrusOne LP was the
Global Communications Infrastructure Methodology published in June
2011. Other methodologies include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

With headquarters in Carrollton, TX, CyrusOne LP is a wholly-owned
subsidiary of CyrusOne Inc., a leading regional owner, operator
and developer of enterprise-class, carrier-neutral data centers
serving around 500 customers across the retail and wholesale
collocation markets. The company operates 24 data centers in the
Southern and Midwestern US, UK and Singapore including 1 property
currently under construction in Phoenix. The property portfolio
totals approximately 896,000 square feet of gross data center
space and roughly 1.6 million net rentable square feet powered by
125 megawatts of utility power. CyrusOne is planning to spin off
from parent Cincinnati Bell Inc. via an IPO and operate as a
qualified REIT. Revenue for the twelve months ended September 30,
2012 totaled approximately $211 million.


DENNY'S CORP: Reports $5.3 Million Net Income in Third Quarter
--------------------------------------------------------------
Denny's Corporation reported net income of $5.36 million on
$120.94 million of total operating revenue for the quarter ended
Sept. 26, 2012, compared with net income of $7.98 million on
$136.68 million of total operating revenue for the quarter ended
Sept. 28, 2011.

The Company reported net income of $15.82 million on
$372.41 million of total operating revenue for the three quarters
ended Sept. 26, 2012, compared with net income of $20.23 million
on $408.34 million of total operating revenue for the three
quarters ended Sept. 28, 2011.

The Company's balance sheet at Sept. 26, 2012, showed
$325.85 million in total assets, $325.29 million in total
liabilities and $563,000 in total shareholders' equity.

John Miller, president and chief executive officer, stated, "We
are pleased that we achieved our sixth consecutive quarter of
positive system-wide same-store sales despite the ongoing
challenging consumer economic environment.  We continue to grow
and revitalize the brand and are making progress in our efforts to
differentiate Denny's in the market place.  As Denny's approaches
its 60th anniversary and 1,700th location, we believe that Denny's
will grow its position as one of the largest American full-service
brands in the world.  Our recent partnership to open units in
South America is another step toward that goal.  By executing on
our strategies to further reinforce our position as America's
Diner, we will build on our efforts to grow the brand and increase
shareholder value."

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

                        http://is.gd/daJAVo

                      About Denny's Corporation

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

The Company said in its annual report for the year ended Dec. 28,
2011, that as the Company is heavily franchised, its financial
results are contingent upon the operational and financial success
of its franchisees.  The Company receives royalties, contributions
to advertising and, in some cases, lease payments from its
franchisees.  The Company has established operational standards,
guidelines and strategic plans for its franchisees; however, the
Company has limited control over how its franchisees' businesses
are run.  While the Company is responsible for ensuring the
success of its entire chain of restaurants and for taking a longer
term view with respect to system improvements, the Company's
franchisees have individual business strategies and objectives,
which might conflict with the Company's interests.  The Company's
franchisees may not be able to secure adequate financing to open
or continue operating their Denny's restaurants.  If they incur
too much debt or if economic or sales trends deteriorate such that
they are unable to repay existing debt, it could result in
financial distress or even bankruptcy.  If a significant number of
franchisees become financially distressed, it could harm the
Company's operating results through reduced royalties and lease
income.

                           *     *     *

Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service.


DEX ONE: Files Form 10-Q, Incurs $12.7MM Net Loss in 3rd Quarter
----------------------------------------------------------------
Dex One Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$12.66 million on $319.75 million of net revenues for the three
months ended Sept. 30, 2012, compared with net income of $22.18
million on $360.09 million of net revenues for the same period
during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $97.84 million on $998.66 million of net revenues,
compared with a net loss of $524.51 million on $1.12 billion of
net revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$2.86 billion in total assets, $2.77 billion in total liabilities,
and $92.03 million in total shareholders' equity.

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

                       http://is.gd/ZXFjVs

                           About Dex One

Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852).  They emerged from bankruptcy on Jan. 29,
2010.  On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.

Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.

                            *     *     *

As reported in the April 2, 2012 edition of the TCR, Moody's
Investors Service has downgraded the corporate family rating (CFR)
for Dex One Corporation's to Caa3 from B3 based on Moody's view
that a debt restructuring is inevitable.  Moody's has also changed
Dex's Probability of Default Rating (PDR) to Ca/LD from B3
following the company's purchase of about $142 million of par
value bank debt for about $70 million in cash.  The Caa3 rating
also reflects Moody's view that additional exchanges at a discount
are likely in the future since the company amended its bank
covenants to make it possible to repurchase additional bank debt
on the open market through the end of 2013.

As reported by the TCR on April 4, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Cary, N.C.-based
Dex One Corp. and related entities to 'CCC' from 'SD' (selective
default).  "The upgrade reflects our assessment of the company's
credit profile after the completion of the subpar repurchase
transaction in light of upcoming maturities, future subpar
repurchases, and our expectation of a continued week operating
outlook," explained Standard & Poor's credit analyst Chris
Valentine.


EASTMAN KODAK: Incurs $312 Million Net Loss in Third Quarter
------------------------------------------------------------
Eastman Kodak Company filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $312 million on $1.01 billion of
total net sales for the three months ended Sept. 30, 2012,
compared with a net loss attributable to the Company of
$222 million on $1.26 billion of total net sales for the same
period during the prior year.

The Company reported a net loss attributable to the Company of
$977 million on $2.99 billion of total net sales for the nine
months ended Sept. 30, 2012, compared with a net loss attributable
to the Company of $647 million on $3.67 billion of total net sales
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$4.40 billion in total assets, $7.63 billion in total liabilities,
and a $3.23 billion total deficit.

"Since our Chapter 11 filing in January, we have focused on the
businesses that are core to our future strategic direction and
exited businesses that were unprofitable," said Antonio M. Perez,
chairman and chief executive officer.  "The actions we are taking
in response to economic and market conditions are working and will
position us to emerge in 2013 as a growing, profitable,
sustainable company."

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

                        http://is.gd/aqF0LU

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies with
strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from a
business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped
Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.


EASTERN LIVESTOCK: Trustee Sues to Recover Funds From First Bank
----------------------------------------------------------------
James A. Knauer, Chapter 11 trustee of Eastern Livestock Co., LLC,
filed with the U.S. Bankruptcy Court for the Southern District of
Indiana an adversary complaint against First Bank and Trust
Company.

The trustee relates that Grant P. Gibson, the son of Thomas P.
Gibson, principal owner of ELC, and manager of ELC, and various
other individuals affiliated with Tommy in conducted a large-scale
check kiting scheme utilizing their personal bank accounts and
ELC's bank accounts at Fifth Third.  In addition, Tommy, Grant and
Michael Steven McDonald, along with other ELC insiders,
orchestrated and participated in a large scale accounts receivable
and cattle inventory scheme designed to falsely inflate ELC's
purported borrowing base to appear to create loan availability.

The scheme involved almost daily bogus purchases and sales of
nonexistent cattle.  The False Cattle Transactions included
falsifying and churning bogus sales of non-existent cattle by
Tommy to ELC for which ELC paid Tommy from funds drawn against it
credit facility at Fifth Third.

On June 24, 2010, ELC transferred to Tommy: (i) the sum of
$799,061 and (ii) the sum of $111,327.  On June 25, 2010, ELC
transferred to Tommy the sum of $783,607.  The transfers are not
the purported proceeds of Actual Tommy Cattle Sales to ELC.  Upon
information and belief, the transfers are the purported proceeds
of certain of the False Tommy Cattle Sales to ELC.

The trustee requested that the Court:

   a) declare that the transfers are avoided and set aside;

   b) disallow under Section 502(d) of the Bankruptcy Code the
      First Bank claims and any and all other claims of First Bank
      against the Debtor's estate until First Bank pays the
      trustee an amount equal to the aggregate of the transfers,
      plus interests thereon and costs;

   c) award the trustee a money judgment and prejudgment interest
      on the amounts determined to be owed at the appropriate
      statutory rate; and

   d) award the trustee reasonable attorneys' fees.

The adversary proceeding includes objections to the allowance of
proofs of claim pursuant to Rule 3007(b) of the Federal Rules of
Bankruptcy Procedure.

                      About Eastern Livestock

Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states.  ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
It shut operations in November 2010.

On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, filed an
involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No.
10-93904) for the Company.  The creditors asserted $1.45 million
in claims for "cattle sold," and are represented by Greenebaum
Doll & McDonald PLLC.

Judge Basil H. Lorch III entered an Order for Relief on Dec. 28,
2010.  At the behest of the creditors, the Court appointed James
A. Knauer, Esq., as Chapter 11 trustee to operate Eastern
Livestock's business.  The Chapter 11 trustee is represented by
James M. Carr, Esq., at Baker & Daniels LLP, nka Faegre Baker
Daniels LLP, as counsel and Katz, Sapper & Miller, LLP, as
accountants.  BMC Group Inc. is the claims and notice agent.

The Debtor has disclosed $81,237,865 in assets and $40,154,698 in
papers filed in Court.  The Debtor, in its amended schedules,
disclosed $59,366,230 in assets and $40,154,697 in liabilities as
of the Chapter 11 filing.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010.
The petition was signed by Thomas P. Gibson, as manager.  Michael
J. Walro, appointed as Chapter 7 Trustee for East-West Trucking,
has tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis as counsel.  Mr. Gibson, together with his spouse,
Patsy M. Gibson, pursued a personal bankruptcy case (Bankr. S.D.
Ind. Case No. 10-93867) in 2010.  Kathryn L. Pry, the court-
appointed trustee for the Gibson's Chapter 7 case, tapped Dale &
Eke, P.C., as counsel.

The Court approved the appointment of Robert M. Fishman to mediate
the issue of the reasonableness of the proposed settlement with
Fifth Third Bank as contained in the Chapter 11 Plan proposed by
the Debtor.

The Chapter 11 trustee has filed a proposed Chapter 11 plan and
disclosure statement which proposes that unsecured creditors who
"opt in" and release their claims against Fifth Third could
receive a distribution of $0.40 on the dollar or more.  The Court
believes that unsecured creditors in the case may have a keen
interest in receiving a substantial payment on account of their
claims in as prompt a fashion as is feasible.


EL CENTRO: Hearing on Plan Disclosures Scheduled for Nov. 19
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California,
according to a minute order, will convene a hearing on Nov. 19,
2012, at 3:30 p.m., to consider adequacy of the information in the
Disclosure Statement explaining El Centro Motors' proposed
Chapter 11 Plan.

At the hearing, the Court will also consider creditor Dealer
Computer Services, Inc.'s objection to the approval of the
Disclosure Statement.  DCS reserves every right conduct formal
discovery in the event the parties are unable to reach an
agreement on all their current or future information disputes.

The Debtor's Plan calls for Dennis Nesselhauf, 85% shareholder of
the Debtor, and Robert Valdes, 15% shareholder of the Debtor, to
contribute a total of $200,000 cash on the Effective Date of the
Plan.  The amount is far from substantial and renders the Debtor's
plan unconfirmable, says DCS.

DCS asserts that the Disclosure Statement must be denied because,
among other things:

   -- it does not provide information regarding potential
      avoidance actions;

   -- it does not provide support to the asset/liquidation
      analysis; and

   -- it does not specify how the Plan will be funded.

                      About El Centro Motors

El Centro Motors, dba Mighty Auto Parts, operates a Ford-Lincoln
automobile dealership in El Centro, California.  It filed a
Chapter 11 petition (Bankr. S.D. Calif. Case No. 12-03860) on
March 21, 2012, listing $10 million to $50 million in assets and
debts.  Chief Judge Peter W. Bowie presides over the case.  Krifor
Meshefajian, Esq., at Levene, Neale, Bender, Yon & Brill LLP,
serves as counsel.

The prior owner of the dealership operated the business since
1932.  The business is presently owned by Dennis Nesselhauf and
Robert Valdes.

The Debtor claims that its assets, which include the property
constituting the dealership in El Centro, and new and used
vehicles, have a value of $14 million.  The Debtor owes Ford Motor
Credit Company $4.3 million on a term-loan secured by a first
priority deed of trust against the El Centro property, 380,000 on
a revolving credit line, and $6 million on a flooring line of
credit used to purchase vehicle inventory.  The Debtor also owes
$1.03 million to Community Valley Bank, which loan is secured by a
second priority deed of trust against the property.  In addition
to $3.95 million arbitration award owed to Dealer Computer
Systems, Inc., the Debtor owes $3 million in unsecured debt.

According to a court filing, the dealership generally operated at
a profit, until it suffered the same economic setbacks suffered by
dealerships across the country.  In 2007, the Debtor suffered an
$806,000 loss; in 2008, it had a $4.5 million loss, and in 2009,
it suffered a $957,000 loss.

Dealer Computer Services, which provided the dealer management
system, obtained in November 2001, an arbitration award in the
amount of $3.95 million, following a breach of contract lawsuit it
filed against the Debtor.  DCS has commenced collection efforts
attempting to levy the Debtor's bank accounts and place liens on
its assets.

The Debtor filed for bankruptcy to preserve and maximize the
Debtor's estate for the benefit of creditors, to provide the
Debtor a reprieve from highly disruptive and financially
detrimental collection efforts, and to provide the Debtor an
opportunity to reorganize its financial affairs in as efficient a
manner as possible.

The Debtor disclosed $8,332,571 + unknown assets and $19,624,057
liabilities as of the Chapter 11 filing.


ENERGY FUTURE: Incurs $407 Million Net Loss in Third Quarter
------------------------------------------------------------
Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $407 million on $1.75 billion of operating revenues
for the three months ended Sept. 30, 2012, compared with a net
loss of $710 million on $2.32 billion of operating revenues for
the same period during the prior year.

The Company reported a net loss of $1.40 billion on $4.35 billion
of operating revenues for the nine months ended Sept. 30, 2012,
compared with a net loss of $1.77 billion on $5.67 billion of
operating revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$42.73 billion in total assets, $51.90 billion in total
liabilities and a $9.16 billion total deficit.

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

                        http://is.gd/EZr68z

                        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.

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

                           *     *     *

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


EWTC MANAGEMENT: David P. Gardner OK'd to Withdraw as Attorney
--------------------------------------------------------------
The Hon. Frank R. Alley of the Bankruptcy Court for the District
for Oregon authorized David P. Gardner to withdraw as attorney of
record EWTC Management, LLC formerly known as Golden Temple
Management, LLC.

John D. Albert and Stephen T. Tweet remain as attorneys of record
for Debtor and all documents, correspondence, notices and all
other papers must be sent to their attention.

                  About Golden Temple Management

EWTC Management LLC, fka Golden Temple Management LLC, the
management company of Golden Temple of Oregon LLC, maker of Yogi
Tea, filed for Chapter 11 protection (Bankr. D. Ore. Case No.
12-60536) on Feb. 18, 2012.  Winston & Cashatt, Lawyers, P.S.,
serves as its lead Chapter 11 counsel.  Albert & Tweet, LLP,
serves as its local counsel.

The Debtor's primary asset is its 90% ownership of Golden Temple
of Oregon LLC, which has its principal assets in Springfield,
Oregon.  The Debtor and GTO are parties to a number of suits
involving monetary and equitable relief sought against them as
well as litigation related to the intellectual property of the
companies, notably the Golden Temple and Yogi Tea brands.

The Register-Guard reports that Golden Temple CEO Kartar Singh
Khalsa and the company's management group filed for Chapter 11 in
anticipation of large claims being filed against them after they
lost a lawsuit in December 2011.  Multnomah County Circuit Judge
Leslie Roberts ruled that Mr. Khalsa breached his fiduciary duties
to the Sikh religious community founded by the late Yogi Bhajan
and that he and other Golden Temple Management members were
unjustly enriched, when they gained ownership of 90% of the
company in 2007.

GTO itself is not a party to the bankruptcy.

Ford Elsaesser, Esq., of Elsaesser Jarzabek Anderson Elliott &
Macdonald, Chtd., serves as associate mediator.

Myers & Co. Consultants LLC asks the Court to appoint it as
receiver/custodian in the Chapter 11 case of the Debtor, and
approved the retention of Sussman Shank LLP as its counsel.


FIRST SECURITY: Adopts Tax Plan to Preserve Use of NOLs
-------------------------------------------------------
First Security Group, Inc.'s board of directors adopted a tax
benefits preservation plan designed to preserve the value of
certain of the Company's deferred tax assets primarily associated
with net operating loss carryforwards (NOLs) under Section 382 of
the Internal Revenue Code.  The Company intends to seek
stockholder approval of the plan at its 2013 Annual Meeting of
Stockholders.

NOLs can generally be used to offset future taxable income and
therefore reduce federal income tax obligations.  However, the
Company's ability to use its NOLs would be limited if there was an
"ownership change" under Section 382.  This would occur if
stockholders owning (or deemed to own under the tax rules) 5% or
more of the Company's stock increase their aggregate ownership of
outstanding shares of the Company's common stock by more than 50
percentage points over a defined period of time.  The plan is
intended to reduce the likelihood of an "ownership change"
occurring as a result of the buying and selling of the Company's
common stock.

"The primary purpose of the tax preservation plan is to protect
the value of our NOLs for our shareholders," stated Michael
Kramer, President and CEO of First Security Group.  "As we
continue to make progress towards our capital initiatives,
minimizing any significant changes in our shareholder base becomes
critically important to ensuring the success of our plan."

In connection with the plan, the Company has declared a dividend
of one preferred stock purchase right for each share of common
stock outstanding as of the close of business on November 12,
2012.  Effective today, any stockholder or group that acquires
beneficial ownership of 5% or more of the Company's outstanding
stock (an "acquiring person") could be subject to significant
dilution in its holdings if the Company's board of directors does
not approve such acquisition.  Existing stockholders holding 5
percent or more of the Company's common stock will not be
considered acquiring persons unless they acquire additional
shares, subject to certain exceptions described in the plan.  In
addition, in its discretion, the board of directors may exempt
certain transactions and certain persons whose acquisition of
securities is determined by the board not to jeopardize the
Company's deferred tax assets.

The rights will expire upon the earlier of (i) Oct. 30, 2022, (ii)
the beginning of a taxable year with respect to which the board of
directors determines that no tax benefits may be carried forward,
(iii) the repeal or amendment of Section 382 or any successor
statute, if the board of directors determines that the plan is no
longer needed to preserve the tax benefits, (iv) the final
adjournment of the Company's 2013 Annual Meeting of Stockholders
if stockholder approval of the plan has not been received before
such time, (iv) the final adjournment of the third annual meeting
of stockholders following the last annual meeting of stockholders
at which the plan was most recently approved by stockholders,
unless the plan receives stockholder re-approval at such third
annual meeting, and (v) certain other events as described in the
plan.

Additional information regarding the Plan is available at:

                        http://is.gd/Z6b3F9

                     About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has recently incurred substantial
losses.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.

First Security's balance sheet at June 30, 2012, showed
$1.11 billion in total assets, $1.05 billion in total liabilities
and $53.99 million in total stockholders' equity.


GEORGES MARCIANO: Judgment Slashed Against Guess? Co-Founder
------------------------------------------------------------
The Court of Appeals of California, Second District, Division Two,
upheld, in part, judgments for compensatory and punitive damages
against Georges Marciano, who sued five former employees,
including a former bookkeeper, for allegedly stealing as much as
$413 million from him.  He alleged that the defendants engaged in
a vast conspiracy through which they stole artwork, business
property, money, and other assets.  The former employees
countersued for defamation and intentional infliction of emotional
distress.

An advisory jury awarded each defendant $69,044,000 in
compensatory damages and $5 million in punitive damages.  While
the trial court indicated that it found the advisory verdicts
justified, the final judgments entered by the trial court awarded
lesser amounts of damages -- ranging from $15.3 million to $55
million -- so as to conform with each defendant's previously
served statement of damages.

Still, the appeals court finds the judgments "extremely large".
In an Oct. 29 decision, the appeals court lowered the total
damages awarded to each defendant to $10 million -- $5 million in
compensatory damages and $5 million in punitive damages.  The
appeals court noted that if a defendant does not conset to the
reduction, "judgment for any party not filing consent is reversed
as to the amount of damages only, and the matter is remanded for a
new trial to determine the amount of damages, liability having
been established. Following remittitur, the Presiding Judge of the
Los Angeles Superior Court shall assign the case to a different
trial judge for any further proceedings."

The appellate case is, DAVID K. GOTTLIEB, as Trustee in
Bankruptcy, etc., et al., Plaintiffs, Cross-defendants and
Appellants, v. JOSEPH FAHS et al., Defendants, Cross-complainants
and Respondents, No. B218087 (Calif. App. Ct.).  A copy of the
appellate court's Oct. 29, 2012 decision is available at
http://is.gd/rSPepHfrom Leagle.com.

On May 20, 2011, the Appeals Court granted the application of
David K. Gottlieb, trustee in Mr. Marciano's Chapter 11 bankruptcy
case, to be substituted in this matter in place of Mr. Marciano.

Mr. Gottlieb is represented by George T. Caplan, Esq., and Paul M.
Gelb, Esq., at Drinker Biddle & Reath; and Jeremy V. Richards,
Esq., and Ellen M. Bender, Esq., at Pachulski Stang Ziehl & Jones.

                        About Georges Marciano

Georges Marciano is the co-founder of the apparel company Guess?,
Inc. and an investor in various companies and real estate
ventures.  Three of the five former employees of Mr. Marciano,
who won a $370 million libel judgment against him in July 2009,
filed an involuntary chapter 11 bankruptcy petition (Bankr. C.D.
Calif. Case No. 09-39630) against the Guess? Inc. co-founder on
Oct. 27 2009.  Mr. Marciano challenged the involuntary petition
for 14 months, and Judge Victoria S. Kaufman entered an order for
relief against Mr. Marciano on Dec. 29, 2010.  David K. Gottlieb
has been appointed as bankruptcy trustee in the case.


HAMPTON ROADS: Incurs $5.9 Million Net Loss in Third Quarter
------------------------------------------------------------
Hampton Roads Bankshares, Inc., reported a net loss of
$5.9 million for the quarter ended Sept. 30, 2012, compared to
losses of $5.7 million for the second quarter of 2012 and
$26.7 million for the third quarter of 2011.

Third quarter 2012 results benefited from increased core deposits,
improving loan demand, increased origination activity in the
Company's mortgage business and lower provision for loan losses,
due to continued improvements in credit quality.  During the
quarter, the Company completed its previously disclosed capital
raise by raising $45 million in additional common equity through
its backstopped rights offering to existing shareholders.

"Third quarter results reflect continued progress across a number
of key areas, including increases in core deposits and mortgage
originations, improvements in asset quality and capital ratios,
and the eighth consecutive quarterly decline in nonperforming
assets," said Douglas J. Glenn, president and chief executive
officer.  "We continue to take actions to strengthen our
franchise, improve the efficiency of our operations, and position
the Company for growth and profitability."

As of Sept. 30, 2012, total assets were $2.07 billion, down
slightly from $2.17 billion at Dec. 31, 2011, and flat to the
previous quarter.  During 2012, loans outstanding declined from
$1.50 billion to $1.42 billion as a result of continued
resolutions of problem loans and charge-offs, with new lending
activity largely offsetting normal portfolio attrition.

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

                        http://is.gd/zOQwr8

                   About Hampton Roads Bankshares

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

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

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

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

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


HARRISBURG, PA: Committee Hearing on Debt Crisis Reset to Nov. 13
-----------------------------------------------------------------
Today's The Day Harrisburg reported that the Pennsylvania Senate
Local Government Committee has announced that the second hearing
on the City of Harrisburg's debt crisis has been rescheduled for
Tuesday, Nov. 13, at 9:30 a.m. in Room 8E-3, East Wing, Capitol
Building, with these agenda:

   9:30 a.m.: Call to Order and Introductory Remarks

              Senator John H. Eichelberger Jr., Chairman
              Senator John Blake, Minority Chairman

   9:30 a.m.: Thomas Mealy (former Director, Harrisburg Authority)

  10:00 a.m.: Robert Kroboth, (Business Manager, City of
              Harrisburg)

  10:30 a.m.: Jeff Haste, Commissioner, Dauphin County

  11:30 a.m.: Bruce Barnes (Excel Financial Advisors/Milt Lopus
              Associates)

      1 p.m.: James Losty (RBC Capital)

      2 p.m.: Andrew Giorgione, Esq. (Buchanon Ingersoll)

      3 p.m.: Carol Cocheres, Esq. (Eckert Seamens)

      4 p.m.: James Ellison, Esq. (Rhoads & Sinon)

   4:30 p.m.: David Unkovic, Esq. (former Receiver, City of
              Harrisburg

Today's The Day Harrisburg also reported that the first hearing
proceeded on Oct. 4.

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.


HELLER EHRMAN: Patent Gaffe Cost It $100MM, BioTech Firm Says
--------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that Iris
BioTechnologies Inc., a biotechnology firm that allegedly lost
$100 million after Heller Ehrman LLP failed to notify it of a
lapsed patent application, asked a California bankruptcy judge on
Friday to allow its late malpractice claims in the law firm's
Chapter 11 case, arguing it only discovered the abandoned
application after the 2009 claims deadline.

                        About Heller Ehrman

Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia.  Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.
N.D. Calif., Case No. 08-32514) on Dec. 28, 2008.  Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm.  The Hon. Dennis
Montali presides over the case.  Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort.  The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP.  The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing.  The Court confirmed
Heller Ehrman's Plan of Liquidation in September 2010.


HRK HOLDINGS: Can Borrow Up to $3.48 Million From Regions Bank
--------------------------------------------------------------
Judge K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida has authorized HRK Holdings and HRK Industries
LLC to borrow up to the maximum of $3,480,139, as part of the
Second DIP Loan to be advanced by Regions Bank N.A., as the Second
DIP Lender.

The Second DIP Loan will bear interest accruing at the rate of 9%
and will mature on June 30, 2013.

The Debtors' obligation to repay the Second DIP Lender under the
terms of the Second DIP Loan will be accorded a first lien on all
assets of the Debtors, including, without limitation, the real
property located in Manatee County, Florida.  The DIP Liens shall
prime and be senior in priority to both all pre-petition liens and
all post-petition liens in favor of all secured creditors and all
other entities having or asserting an interest in any or all
assets of the Debtors, except the Post-Petition DIP Lender Liens
shall not prime or be senior in priority to ad valorem taxes in
favor of Manatee County, Florida, for 2012 and subsequent years.

The Debtors' obligations to repay the Second DIP Lender for the
Final Borrowing will be accorded superpriority administrative
expense status pursuant to Section 364(c)(l) of the Bankruptcy
Code, subject only to the administrative fees payable to the
Office of the United States Trustee, the contingency fees set
forth in the Attorneys' Fee Contract previously approved by the
Court, and, with limitations, fees for other professionals and
consultants retained by the Debtors and incurred through Dec. 31,
2012.

The Court will conduct a further hearing on Nov. 6, 2012, at 3:30
p.m. for consideration and approval of the form of the Remediation
Plan and the Escrow Agreement.  Any objections to the form of the
Remediation Plan and the Escrow Agreement were due Nov. 2.

                        About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., at Stichter, Riedel, Blain & Prosser, P.A., represents
the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


INTERNATIONAL HOME: Creditor Joins Motion to Appoint Examiner
-------------------------------------------------------------
Creditor Marian Ellen Foti notified the U.S. Bankruptcy Court for
the District of Puerto Rico that it joins in the motion of secured
creditor First Bank Puerto Rico to appoint an examiner in the
Chapter 11 cases of International Home Products, Inc. and Health
Distillers International, Inc.

The examiner, according to First Bank, would conduct an
investigation of the Debtors' management of assets and their
financial affairs because, among other things:

   -- the Debtors have not completed an audit of their financial
      statements for the years 2010 and 2011;

   -- HDI also failed to file the monthly operating reports for
      the month of June 2012; and

   -- the Debtors provided the Bank with inaccurate accounting
      information and misrepresentations as to their financial
      situation.

Miss Foti asserts an unsecured claim of $805,890.

                 About International Home Products

International Home Products, Inc., is engaged in the sale,
financing of "Lifetime" cookware and other kitchenware as well as
sale of account receivables in the secondary market.  It is the
exclusive distributor of "Lifetime" products in Puerto Rico for
over 40 years.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. D. P.R. Case No. 12-02997) on April 19,
2012.  Carmen D. Conde Torres, Esq., in San Juan, P.R.,
serves as the Debtor's counsel.  Wigberto Lugo Mendel, CPA,
serves as its accountants.  The Debtor disclosed $66,155,798 and
$43,350,031 in liabilities as of the Chapter 11 filing.

Secured lender First-Bank Puerto Rico is represented by Manuel
Fernandez-Bared, Esq., and Jane Patricia Van Kirk, Esq., at Toro,
Colon, Mullet, Rivera & Sifre, P.S.C.


J&J DEVELOPMENTS: Inks Stipulation on Bank's Adequate Protection
----------------------------------------------------------------
J & J Developments, Inc., and First National Bank of Junction City
entered into a stipulation relating to adequate protection
treatment for First National Bank on these properties that are
being sold under contract for deed:

   a. 106 South 42nd Street, Enid, Oklahoma;
   b. 3520 North Woodland, Wichita, Kansas;
   c. 100 South Meridian, Valley Center, Kansas (in default);
   d. 2242 SW Hwy 54, El Dorado, Kansas.

Pursuant to the stipulation, among other things:

   1. The tenant, C2C Profits, will continue to pay taxes and
      insurance in the ordinary course and will pay the secured
      creditor/lender, First National, directly the contract
      payment due in lieu of the paying the Debtor;

   2. Only the Woodlawn Property is secured to First National;

   3. Under the terms, either the escrow agent or C2C Profits may
      directly pay First National the contract payments.  First
      National will apply any escrow payments to the underlying
      indebtedness secured by the real estate mortgage granted by
      the Debtor to First National prior to the Debtor entering
      into the contract for deed with C2C Profits.

   4. C2C Profits or the escrow agent will pay all accrued and
      unpaid monthly payments and all further accruing payments
      directly to First National.

                     About J & J Developments

J & J Developments Inc. is a real estate holding company holding
title to real estate in more than 20 locations in Kansas.  Many of
those locations contain convenience stores.

J & J Developments filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 12-11881) in Wichita, Kansas, on July 12, 2012.
John E. Brown signed the petition as president and chief executive
officer.  The Debtor is represented by Edward J. Nazar, Esq., at
Redmond & Nazar, LLP, in Wichita, Kansas.  Judge Robert E. Nugent
presides over the case.  According to the petition, the Debtor has
scheduled assets of $18.7 million and scheduled liabilities of
$34,933.


JEFFERSON COUNTY: Commission May Vote on Chapter 9 Plan Tuesday
---------------------------------------------------------------
Barnett Wright, writing for BlogAl.com, reported that Jefferson
County, Alabama, county commissioners said Oct. 30 that voting
could begin as soon as this week on the first step for a plan of
adjustment, or a roadmap to exit Chapter 9 bankruptcy court
protection.  The report said the commission will hold a public
hearing and possibly vote Tuesday on a package of restructured
rate increases for residents and sewage haulers that could take
effect March 1.

According to the report, some sewer system creditors, however, say
the plan is not acceptable and likely will be challenged in court.

The report noted that in Chapter 9, only the debtor can propose
such a plan, and the judge must accept it if it is fair to all
parties.

The report recounted that the county filed for Chapter 9 last
year, citing $4.2 billion of debts, with $3.14 billion owed from a
sewer expansion that began in 1997.  The bankruptcy filing blocked
the authority of sewer receiver John Young to raise rates, but he
could be allowed to take control again if the county doesn't take
sufficient steps to raise sewer revenue, U.S. Bankruptcy Judge
Thomas Bennett has warned.  Most Jefferson County sewer customers
will see an increase of less than two dollars per month in their
bills, under the planned rate structure.

According to the report, if approved, the package of rate
increases for residents will generate an additional $8.3 million
in revenue for the sewer system, Commission President David
Carrington said.  Jefferson County has not has a sewer rate
increase since 2008.

                      About Jefferson County

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

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

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

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

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

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

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

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


LEE BRICK: Capital Bank's Bid to Prohibit Cash Access Denied
------------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina denied Capital Bank, N.A.'s
motion to prohibit Lee Brick & Tile Company's use of cash
collateral.

As reported in the Troubled Company Reporter on July 27, 2012,
Capital Bank, formerly known as NAFH National Bank, successor by
merger with Capital Bank, a North Carolina banking corporation, by
and through its counsel, Paul A. Fanning, asked the Court to
prohibit Lee Brick & Tile from using cash collateral.

Prepetition, the Debtor executed a promissory note in favor of the
Bank in the principal amount $20 million.  The Debtor owes the
bank $13,395,490 as of June 15, 2012, plus interest at the rate of
$1,787 per day thereafter until paid in full.  The note is past
due and in default.

As security for the note, the Debtor granted the Bank a first
priority Deed of Trust covering the property referred to as 37.69-
acre portion of a larger 309.50-acre tract located on the west
side of US Highway 15/501, approximately 1.50 miles north of its
intersection with US Highway 1, Sanford, NC 27330.

The Bank said the Debtor continues to use the Collateral.  The
Bank asserts the inventory and any rents collected constitute its
cash collateral within the meaning of 11 U.S.C. Sec. 363.

The Bank does not consent to the Debtor's use of any item of cash
collateral.  Unless the Bank receives adequate protection of its
interests, the Court should enter an Order prohibiting the Debtor
or any other party from using the cash collateral other than to
deliver it to the Bank.

                          About Lee Brick

Sanford, North Carolina-based Lee Brick & Tile Company filed a
bare-bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04463)
on June 15, 2012, in Wilson on June 15, 2012.

Lee Brick -- http://www.leebrick.com/-- began its operations in
1951 after Hugh Perry and 10 local businessmen from Lee County
decided three years prior to invest in the business of
brickmaking.  In the late 1950's Hugh Perry bought out the
investing partners, making Lee Brick a solely owned and operated
family company.  Hugh Perry named his son Frank president in 1970,
which he served until 1999 and currently serves as CEO.  Since
1999 Don Perry succeeded his father and serves as the company's
president.  Frank Perry, along with his sons Don and Gil, and
brother-in-law JR (rad) Holton have helped guide the family
business through revolutionary changes in brick manufacturing that
few people in the ceramic industry could have ever anticipated.

Judge Randy D. Doub presides over the case.  Kevin L. Sink, Esq.,
at Nicholls & Crampton, P.A., serves as the Debtor's counsel.  The
petition was signed by Don W. Perry, president.

The Debtor, in its amended schedules, disclosed $27,851,968 in
assets and $14,136,003 in liabilities as of the Chapter 11 filing.
In the original schedules, the Debtor scheduled $27,851,968 in
assets and $14,135,140 in liabilities.  Lender Capital Bank is
owed $13.0 million, of which $6.5 million is secured.


LICHTIN/WADE LLC: Plan Solicitation Exclusivity Ends Nov. 15
------------------------------------------------------------
The Hon. Randy D. Doub of the U.S. Bankruptcy Court for the
Eastern District of North Carolina extended until Nov. 15, 2012,
Lichtin/Wade, L.L.C.'s exclusive period to solicit acceptances for
the proposed Amended Chapter 11 Plan.

Accordingly, the ERGS II, L.L.C.'s motion is denied.  Previously,
ERGS asked that the Court to deny the Debtor's motion for
exclusivity extension, and terminate its exclusivity rights.

The Court said that it finds that "[a] competing plan at this
point could be fatal to any reorganization efforts by the
Debtor[]."

In this relation, ERGS II, notified the Court that it has
withdrawn a proposed Disclosure Statement dated July 26, 2012, and
creditor's Plan dated July 27, 2012.

In the competing plan filed by ERGS, ERGS proposes that the Debtor
surrender possession of the collateral securing ERGS' claim.  If
the creditors choose to accept ERGS' competing plan over the
Debtor's proposed plan, there will be no ability for the Debtor to
reorganize whatsoever.  The Debtor derives substantially all of
its income by renting ERGS' collateral.  If the Debtor were to
surrender the collateral to ERGS, there would be no remaining
income to fund a plan of reorganization or allow the Debtor to
continue operations.

                         About Lichtin/Wade

Lichtin/Wade LLC filed for Chapter 11 bankruptcy (Bankr. E.D.N.C.
Case No. 12-00845) on Feb. 2, 2012.  Lichtin/Wade, based in Wake
County, North Carolina, owns and operates an office park known as
the Offices at Wade, comprised of two Class A office buildings and
vacant land approved for additional office buildings.  The
buildings are known as Wade I and Wade.  Each building is over 90%
leased, with only three vacant spaces remaining between the two
buildings.

Judge Randy D. Doub presides over the case.  Trawick H. Stubbs,
Jr., Esq., and Laurie B. Biggs, Esq., at Stubbs & Perdue, P.A.,
serve as the Debtor's counsel.

The Debtor disclosed $47,053,923 in assets and $52,548,565 in
liabilities as of the Petition Date.

The petition was signed by Harold S. Lichtin, president of Lichtin
Corporation, the Debtor's manager.


LIMERICK LAND: New Owner of J&J Holdings Files Chapter 11
---------------------------------------------------------
Tim Schooley at Pittsburgh Business Times reported that the new
ownership of J&J Holdings filed for Chapter 11 bankruptcy
protection on the morning of Oct. 26 in U.S. Bankruptcy Court for
the Western District of Pennsylvania to reach a final settlement
with the Highland Country Club's membership and other parties so
that Heartland Homes can push forward with a new housing plan on
the club property.  The report added that Highland Country Club
may be replaced by a new residential development of nearly 250
single-family homes.

"We've had this planned for the better part of two months," the
report quoted David Rudoy, lawyer of J&J Holdings, now owned by a
partnership of Heartland and Daniel Caste, as saying.  The Caste
and Heartland partnership, operating as Limerick Land Partners
L.P.  Describing it as a near pre-packaged bankruptcy, Mr. Rudoy
added: "The filing this morning was the culmination of trying to
make deals with everybody."

According to the report, Limerick Land Partners bought all the
equity ownership of J&J Holdings, which had closed down the
country club in 2011 after its bid to revive it after buying it in
2009 had failed.

The report added that Mr. Rudoy said the closing of the club led
to legal action by its members and other legal issues.  He said
the members sued after they had been promised lifetime
memberships, demanding the property back.  He hopes for the
Chapter 11 process to take a few months to satisfy the remaining
parties as much as possible.  He said Heartland would expect to
begin development next year on new homes expected to sell for more
than $300,000 each but that Heartland will need to invest millions
of dollars on the roads, sewer lines and other basic
infrastructure for the new development.

According to the report, the property, whose ownership dates back
to William Penn, would stop being the country club it has operated
for more than 90 years.


MANISTIQUE PAPERS: Court OKs PBGC Deal on Pension Plan Termination
------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware has authorized Manistique Papers Inc. to enter into an
agreement with Pension Benefit Guaranty Corporation under which
the company's pension plan will be terminated and PBGC will be
appointed as trustee for the pension plan.

The termination of the pension plan will be set on May 4, 2012.

                      About Manistique Papers

Manistique Papers Inc. operates a landfill in Manistique,
Michigan, whereby residuals resulting from paper production are
deposited.  It owns a 125,000 ton-a-year plant making specialty
papers from recycled fiber.

Manistique Papers filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-12562) on Aug. 12, 2011.  Godfrey &
Kahn, S.C. represents the Debtor in its restructuring effort.
Morris, Nichols, Arsht & Tunnell LLP serves as its Delaware
bankruptcy co-counsel.  Vector Consulting, L.L.C., serves as its
financial advisor.  Baker Tilly Virchow Krause, LLC, serves as its
accountant.

The Official Committee of Unsecured Creditors appointed in the
case is represented by Lowenstein Sandler PC as lead counsel and
Ashby & Geddes, P.A., as Delaware counsel.  J.H. Cohn LLC serves
as the panel's financial advisor.

Manistique Papers disclosed $19,688,471 in assets and $24,633,664
in liabilities as of the Chapter 11 filing.


MARGAUX CITY LIGHTS: To Sell Project to South Carolina Firm
-----------------------------------------------------------
The Dallas Morning News reported that Margaux City Lights Partners
Ltd., the partnership that owns the City Lights project, a four-
block tract just east of downtown Dallas, Tex., is seeking
bankruptcy court approval to sell the property.  The report said
Greystar, a South Carolina company that builds and manages
apartments, has contracted to buy the 6-acre mixed-use site.
According to the report, Margaux filed for Chapter 11 bankruptcy
protection in September.


MEDICURE INC: Incurs C$296,700 Net Loss in Aug. 31 Quarter
----------------------------------------------------------
Medicure Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 6-K disclosing a net loss
of C$296,744 on C$667,438 of net product sales for the three
months ended Aug. 31, 2012, compared with net income of C$23.54
million on C$1.51 million of net product sales for the same period
during the prior year.

The Company's balance sheet at Aug. 31, 2012, showed C$4.11
million in total assets, C$6.37 million in total liabilities and a
C$2.26 million total deficiency.

A copy of the Form 6-K is available for free at:

                        http://is.gd/zjRA0F

                        About Medicure Inc.

Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX:
MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical
company engaged in the research, development and commercialization
of human therapeutics.  The Company has rights to the commercial
product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the
United States and its territories (Puerto Rico, U.S. Virgin
Islands, and Guam).  AGGRASTAT(R), a glycoprotein GP IIb/IIIa
receptor antagonist, is used for the treatment of acute coronary
syndrome (ACS) including unstable angina, which is characterized
by chest pain when one is at rest, and non-Q-wave myocardial
infarction.

KPMG LLP, in Winnipeg, Canada, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended May 31, 2012.  The independent auditors noted
that the Company has experienced operating losses and has
accumulated a deficit of $123,303,052 that raises substantial
doubt about its ability to continue as a going concern.

Medicure reported net income of C$23.38 million for the year ended
May 31, 2012, in comparison with a net loss of C$1.63 million
during the prior fiscal year.


MENDOCINO COAST HEALTH: To Have Health Care Ombudsman
-----------------------------------------------------
Bankruptcy Judge Alan Jaroslovsky ordered the appointment of a
healthcare ombudsman, effective Nov. 3, in the Chapter 9 case of
Mendocino Coast Health Care District.  If objection to appointment
of a health care ombudsman is filed by Nov. 2, the Court said its
order will be stayed until the objection is resolved.  The hearing
on any objection will be held Nov. 9.

Mendocino Coast Health Care District, the operator of a 25-bed
acute-care hospital in Fort Bragg, California, filed for Chapter 9
municipal bankruptcy protection (Bankr. N.D. Calif. Case No.
12-12753) on Oct. 17, 2012.  Andrea T. Porter, Esq., at Friedman
and Springwater LLP, serves as counsel to the Chapter 9 Debtor.

Bankruptcy ensued when mediation failed to reach agreement with
the union.  The hospital district complied with California law
requiring negotiations before filing a Chapter 9 petition.

The petition showed that assets and debt both exceed $10 million.


MONITRONICS INT'L: Moody's Rates $145MM First Lien Term Loan Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the $145
million incremental first lien term loan offered by Monitronics
International, Inc. No other ratings are impacted, including
Monitronics' B2 Corporate Family Rating ("CFR") and SGL-3
Speculative Grade Liquidity Rating. The ratings outlook remains
stable.

Rating assigned (and Loss Given Default assessment):

Proposed $145 million first lien term loan add-on due 2018, Ba3
(LGD3, 32%)

Existing ratings (and LGD assessments):

- Corporate Family Rating, B2

- Probability of Default Rating, B2

- Speculative Grade Liquidity Rating, SGL-3

- $150 million senior secured revolver due 2017, Ba3 (to LGD3,
   32% from LGD2, 29%)

- $550 million first lien term loan due 2018, Ba3 (to LGD3, 32%
   from LGD2, 29%)

- $410 million senior unsecured notes due 2020, Caa1 (LGD5, to
   86% from 84%)

Proceeds from the add-on term loan will be used to permanently
finance Monitronics' $131 million purchase of 93,000 subscriber
accounts from Pinnacle Security, and to repay revolver borrowings
made to purchase other dealer contracts. In the interim,
Monitronics funded the Pinnacle bulk purchases with a $30 million
accordion loan and the revolver.

Ratings Rationale

The transaction has no impact on Monitronics' B2 CFR, as it is
leverage-neutral. The new subscriber contracts from Pinnacle were
purchased at approximately 29.6x Recurring Monthly Revenue ("RMR")
of $4.4 million. On a pro forma basis, Monitronics' total debt/RMR
falls to 35.1x from 35.5x. However, the attrition rate on these
accounts is expected to be slightly higher than existing pools, as
the bulk accounts do not contain the dealer guarantor normally
present in the first year. The SGL-3 Speculative Grade Liquidity
rating could become pressured if the term loan transaction is
delayed, as availability on the $150 million revolver is currently
modest.

Monitronics' B2 CFR reflects a significant amount of debt in the
capital structure and a high level of annual spending necessary to
acquire new contracts from dealers to replace revenues lost to
attrition. Because of the company's growth strategy, Moody's
expects free cash flow after contract purchases to be negative
over the next 12-18 months, but estimates that the percentage of
free cash flow to debt would be in the low-to-mid single digits
should Monitronics limit contract purchases to the level that
offsets customer attrition. The ratings are further constrained by
Monitronics' modest revenue size of about $350 million, although
the company is one of the three largest players in the fragmented
alarm monitoring industry with about a 2-3% market share. The
ratings benefit from the steady and predictable revenue streams
and cash generation provided by Monitronics' subscriber contracts.
Additionally, the dealer sales model provides a partly variable
cost structure with high profitability margins.

The stable outlook reflects Moody's expectation that Monitronics
will grow RMR in the mid-to-high single digits on a pro forma
basis, using the revolver to partly fund purchases of new customer
contracts from dealers. While not expected in the near term, the
ratings could be upgraded if EBIT / interest expense approaches
1.7 times and free cash flow (before growth spending) to debt is
sustained above 10% while maintaining a good liquidity profile.
Conversely, the ratings could be downgraded if attrition rates or
dealer multiples increase materially, liquidity deteriorates, or
free cash flow (before growth spending) approaches breakeven.

Headquartered in Dallas, Monitronics is owned by Ascent Capital
Group, Inc. Monitronics provides monitored home security alarm
services to more than 800,000 residential and commercial
customers.

The principal methodology used in rating Monitronics International
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.


NAVISTAR INTERNATIONAL: Selling Common Shares at $18.75 Apiece
--------------------------------------------------------------
Navistar International Corporation announced the pricing of a
public offering of 10,666,666 shares of common stock at a price of
$18.75 per share.  Closing of the offering is expected to occur on
Oct. 30, 2012, subject to customary closing conditions.  In
addition, the company will grant the underwriters a 30-day option
to purchase up to 1,600,000 shares of common stock.  The company
intends to use all net proceeds from the offering for general
corporate purposes.

J.P. Morgan Securities LLC, Goldman, Sachs & Co., BofA Merrill
Lynch and Credit Suisse Securities (USA) LLC are acting as joint
book-running managers for the offering.

                    About Navistar International

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

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

                           *     *     *

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

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

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


NORMAN CANO: Lied About Owning $2MM Winning Lotto Ticket
--------------------------------------------------------
Two brothers, one bankrupt, fought over the ownership of a winning
Florida Mega Money lottery ticket worth almost $2 million.  Norman
Cano filed a complaint in Bankruptcy Court, seeking relief under
various theories against his brother, Arnoldo Cano, Wells Fargo
Bank, N.A., and JPMorgan Chase d/b/a Chase Bank, based on
allegations that Norman bought the winning lottery ticket, that he
gave the ticket to Arnoldo to claim the lottery proceeds for him,
and that Arnoldo has prevented him from enjoying the proceeds.
Norman stated that Arnoldo told him he could not cash the ticket
because of Norman's illegal status so they had an agreement.
Arnoldo countered that he bought the winning lottery ticket and is
entitled to all the lottery proceeds.  The Court held a two-day
trial to determine who purchased the winning lottery ticket and
who owns the proceeds of same.  The trial concluded Oct. 12, 2012.

"Each brother claimed that he had bought the lottery ticket and
that the proceeds of the win belong to him.  Obviously, one
brother is a liar. But which one?" said Bankruptcy Judge A. Jay
Cristol.

"Only the two brothers know who the liar is and who the honest
person telling the truth is. Of course, the best dispositive item
of evidence on which brother bought the winning lottery ticket
would have been the video tape showing the purchase of the ticket
at 9:37 PM on the evening of September 9, 2011 at the bodega. But
alas, the tape cannot be found," Judge Cristol added.

In his Oct. 29 order, Judge Cristol said much of the testimony of
the non-party witnesses is immaterial to the issue of who
purchased the winning lottery ticket.  The Court said some of
Norman's testimony credible; however, more of it was evasive and
quite a bit of it was just not credible.  The Court found the
testimony of Arnoldo credible and persuasive.

While Norman testified on direct that he played the same five sets
of numbers two times every week for the last 13 years, and that he
knew those numbers by heart, Norman was not able to recite the
complete series of numbers at trial.

Judge Cristol noted that even if the Court has erred in finding
the testimony of Arnoldo more persuasive than that of his brother
Norman, "the scales of justice would be left evenly balanced with
neither brother having been persuasive.  In such instance,
Norman's claims would fail as the burden of proof is on Norman to
persuade the Court that he bought the winning lottery ticket and
was entitled to the whole of the proceeds.  However, Norman failed
to so persuade this Court. Thus, having failed to carry his burden
of proof, Norman's claims against Arnoldo fail."

The Canos are originally from Nicaragua and now lived in Miami.

From the winnings, Arnoldo purchased, in his own name, real
property in Miami, Nicaragua and Costa Rica, a $100,000 C.D., a
watch and U.S. Treasury bonds.  Norman stated Arnoldo opened an
investment account and other bank account in his name, and he
bought a bus and a taxi cab.  Norman lists many of those assets as
his own in his bankruptcy schedules.

"To begin, the Court has sympathy for brother Norman, the Debtor,
who left school after the third grade and has worked at hard labor
all his life. He now lives in Miami and spends his days at hard
labor on construction jobs, earning little when he has work; but,
sympathy cannot be the factor for deciding this case.  The other
brother, Arnoldo, has also had a difficult life by virtue of his
wife being manic depressive bi-polar, leaving him with the burden
of caring for his spouse while also working hard and raising a
son.  But as in the case of his brother, sympathy cannot be the
factor in deciding this case," Judge Cristol wrote.

The case is NORMAN CANO, Plaintiff, v. ARNOLDO CANO, and WELLS
FARGO BANK, N.A., JPMORGAN CHASE & CO., d/b/a CHASE BANK,
Defendants, Adv. Proc. No. 12-1420 (Bankr. S.D. Fla.).  A copy of
Judge Cristol's Oct. 29 Order is available at http://is.gd/IVb9GN
from Leagle.com.

Norman Cano filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case
No. 12-22532) on May 23, 2012.


OCEANSIDE YACHT: BB&T Drops Civil Lawsuit
-----------------------------------------
Ben Hogwood at Carolina Coast Online reported that BB&T has
dropped a civil suit against prominent area developers Jim Bailey
and Doug Brady following the emergence of their company, Oceanside
Yacht Club Development Inc., from bankruptcy.

"They have paid their obligations and are now out of Chapter 11,"
the report quoted attorney Trawick Stubbs, Esq., of Stubbs and
Perdue as saying.  "We were very pleased with the settlement," he
said.

Oceanside Yacht Club Development owed BB&T $27.5 million for loans
on a number of properties, including a $4.5-acre tract of land on
Atlantic Beach that was the former home of Jungleland.

According to the report, other properties involved included
condominiums at Morgan Creek Landing on the Beaufort-Morehead City
causeway and lots and boat slips at The Shores at Spooners Creek
in Morehead City.

The report says BB&T filed paperwork to dismiss their civil suit
Oct. 3, and the court dismissed the case Oct. 17, stating that the
Debtor "has paid all claims asserted in the bankruptcy case" that
had been filed.

                    About Oceanside Yacht Club

Oceanside Yacht Club Development, Inc., fdba Shores Development
Inc., owns 32 boat slips at a marina known as The Shores at
Spooners Creek, located in Morehead City, Carteret County, North
Carolina.  The slips are available for sale or rental on a month-
to-month basis.  Oceanside Yacht Club filed for Chapter 11
bankruptcy (Bankr. E.D.N.C. Case No. 12-04824) on July 2, 2012.
It scheduled $23,979,592 in assets and $30,227,643 in liabilities.

Judge Stephani W. Humrickhouse oversees the Debtor's case.  Laurie
B. Biggs, Esq., and Trawick H. Stubbs, Jr., Esq., at Stubbs &
Perdue, P.A., serve as Chapter 11 counsel.

The Bankruptcy Administrator stated that it was unable to form
unsecured creditors' committee.


OLD PRAIRIE: Lenders Object to Chapter 11 Plan, $195MM Sale
-----------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a week after
unveiling a plan to escape bankruptcy by selling its Chicago
property in pieces for a total of $195 million, Old Prairie Block
Owner LLC met stiff resistance Thursday from lenders claiming it
is misusing the process to dodge foreclosure.

In an objection filed in Illinois bankruptcy court, mortgage
lender CenterPoint Properties Trust said Old Prairie's latest plan
is "just as defective" as the six plans that preceded it, noting
that one proposed buyer already has disavowed its part in the
deal, according to Bankruptcy Law360.


OVERSEAS SHIPHOLDING: Hit With Investor Class Action Over Debt
--------------------------------------------------------------
Daniel Wilson at Bankruptcy Law360 reports that Overseas
Shipholding Group Inc. has been hit with a class action in New
York federal court accusing it of misleading investors over its
finances, the plaintiffs' counsel announced Friday, compounding
the company's woes after a recent announcement that it was
considering entering bankruptcy.

                    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.


PACIFIC RUBIALES: Fitch Raises Issuer Default Rating to 'BB+'
-------------------------------------------------------------
Fitch Ratings has upgraded Pacific Rubiales Energy Corp.'s
(Pacific Rubiales) foreign and local currency Issuer Default
Ratings (IDRs) to 'BB+' from 'BB'.  The rating action affects
approximately USD900 million of outstanding senior unsecured notes
with final maturity in 2016 and 2021.  The Rating Outlook is
Stable.

The rating action reflects the company's successful production and
reserve diversification efforts as well as its proven track record
of increasing production while maintaining adequate reserve
replacement ratios.  The rating action also takes into
consideration the company's lower business risk as a result of the
completion of several key infrastructure projects, including the
expansion of its oil pipeline to transport production.  The
company's increased production diversification mainly comes from
the additional production from the Quifa block, which has a
concession that expires in 2031.  Future diversification is
expected to come from the CPE-6 block, which has a base case net
prospective resource of 169 million barrels of oil equivalent
(boe).

Pacific Rubiales' ratings are supported by the company's position
as the largest independent oil and gas player in Colombia and its
management team that has significant expertise in heavy oil
exploration and production.  The ratings also reflect the
company's strong liquidity and low leverage.  Pacific Rubiales'
credit quality is tempered by the company's small scale,
production concentration and relatively small reserve profile.
The company also benefits somewhat from its partnerships with
Ecopetrol (IDR rated 'BBB-' by Fitch), Colombia's national oil and
gas company, which shares is Pacific Rubiales' investments and
production.

Solid Financial Profile:

The company's ratings reflect its adequate financial profile
characterized by low leverage and strong interest and debt service
coverage.  As of the last 12 months (LTM) ended June 30, 2012, the
company reported leverage ratios, as measured by total debt to
EBITDA and total debt-to-total proved reserves of 0.5 times (x)
and USD2.7 per boe, respectively.  As of June 30, 2012, debt of
approximately USD1.1 billion was primarily composed of
approximately USD803 million of senior unsecured notes, USD193
million drawn from the company's revolving credit facility and the
balance was composed of other financial obligations, including
capital lease obligations.  As of the LTM ended June 30, 2012,
Pacific Rubiales reported an EBITDA, as measured by operating
income plus depreciation and stock-based compensation, of USD2.1
billion.

Piriri-Rubiales Concession Expires in 2016:

Although Pacific Rubiales production and reserves profile has
significantly improved in recent years, the expiration of the
Piriri-Rubiales production agreement in 2016 is expected to have a
significant impact on the company's financial results.  As a
result of the expiration of the Piriri-Rubiales production
agreement in 2016, Fitch expects Pacific Rubiales production level
for 2017 to be in line with that of 2011 or below current
production; during 2010, this field represented approximately 75%
of total net production, and nowadays it represents approximately
62% of production.  The company is expected to be able to replace
Piriri-Rubiales production by 2017 given the company's recent
diversification efforts and high reserve replacement ratios,
coupled with its proven track record of increasing production.
The rating does not incorporate the possibility of extending
production from this field past its expiration date.  As of
December 2011, this field represented approximately 30% of the
company's total proved and probable reserves of 407 million boe;
excluding Piriri-Rubiales resources, debt-to reserves are still
low at approximately USD3.6 per boe.

Improving Operating Metrics:

The operating metrics for the company have been improving rapidly
and its growth strategy is considered somewhat aggressive.  During
2011, the company reserve replacement ratio was 550% and its
current proved reserve life index is approximately 9.4 years using
current production levels.  During the past two years, the company
increased gross and net production to approximately 232,245 boe/d
and 92,611, from approximately 221,896 boe/d and 88,092 boe/d as
of June 2011, respectively.  As of December 2011, Pacific
Rubiales' proved (1P) and proved and probable (2P) reserves, net
of royalties, amounted to approximately 319 million and 407
million bbls, respectively.  The company's reserves are composed
of heavy crude oil (80%) and natural gas and light and medium oil
(20%).  Pacific Rubiales has a significant number of exploration
prospects, which will require significant funds to develop.  In
the short term, the company plans to devote its efforts developing
the Quifa, Sabanero and CPE-6 blocks, which surround and are near
Rubiales-Piriri block, and should eventually replace Piriri-
Rubiales block.

Negative Free Cash Flow Due to Large Capex:

Free cash flow (cash flow from operations less capital
expenditures and dividends) has been negative given the company's
growth strategy.  For the LTM ended June 30, 2012, free cash flow
was positive for the first time since 2007 standing at USD28
million.  Pacific Rubiales' significant capital expenditures plans
over the next few years could continue to pressure free cash flow
in the near term.  Increasing production at the Piriri-Rubiales
and the surrounding Quifa block are expected to account for the
bulk of the company's capital expenditure, which is expected to be
approximately USD6.5 billion between 2012 and 2016.  By the year
2017 and after the expiration of the Piriri-Rubiales concession,
leverage might increase to approximately 1.0x as a result of
decrease in production and lower oil prices considered under
Fitch's base case scenario.

Strong Liquidity Position:

The company's current liquidity position is considered strong,
characterized by robust cash on hand, strong cash flow generation
and manageable short-term debt obligations.  As of the LTM ended
June 30, 2012, Pacific Rubiales funds from operations (FFO)
generation was USD1.4 billion and its cash on hand was USD572
million, while its short-term debt amounted to USD211 million.
The company has two revolving credit facilities totaling USD700
million.  Going forward, the company is expected to have a
manageable debt amortization, although its liquidity position will
be somewhat weaker due to its aggressive capital expenditure plant
that will demand significant financial resources.  Capital
investments are expected to be funded for the most part with
internal cash flow generation.

Rating Drivers

A rating downgrade would be triggered by any combination of the
following events; A sustained adjusted leverage above 3x, driven
by increase in debt for exploration combined with a low success
rate of discoveries; an increase in royalties that significantly
cripples the company's financial profile (no changes in royalties
are expected in the near future) and/or a decline in production
and reserves.

Factors that could result in a positive rating action include an
increased diversification of the production profile of the
company, consistent growth in both production and reserves,
positive free cash flow generation and/or the extension of the
Rubiales-Piriri concession which expires in 2016.


PARADISE HOMES: Homebuilder Files for Chapter 7 Bankruptcy
----------------------------------------------------------
Josh Salman at Bradenton Herald reported that homebuilder Paradise
Homes has filed for Chapter 7 bankruptcy protection in federal
bankruptcy court in Tampa.

According to the report, two companies controlled by Paradise
President James Butler were included in the filing, both trying to
fend off about 233 creditors owed as much as $10 million.

The report said the bankruptcy filing leaves mounting questions
over what will happen to about 30 homes that have already been
sold by Paradise, but now sit unfinished -- including 18 where
construction has yet to even begin.

The report said Judge K. Rodney May has been assigned to the case.

The report said Extreme Remodelers of Sarasota LLC and Paradise
Lifestyle Center LLC, which both do business under Paradise Homes
of Sarasota, listed assets of between $1 and $10 million in
assets.  The filing estimates that once the administrative
expenses are paid, there will be no funds available for
distribution to unsecured creditors.

The report said more than 230 companies have petitioned Paradise
for unpaid claims including 1st Manatee Bank, Manatee County, the
Manatee County Tax Collector, the City of Sarasota, Bright House
Networks, Florida Power and Light, the Sarasota Chamber of
Commerce and Turner Tree and Landscape.

The report noted a meeting of creditors has been scheduled for
Nov. 30 at 3 p.m. at the Timberlake Annex adjacent to the federal
courthouse in downtown Tampa.


PATRIOT COAL: Files Form 10-Q, Incurs $215.9MM Net Loss in Q3
-------------------------------------------------------------
Patriot Coal Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $215.93 million on $448.19 million of total revenues
for the three months ended Sept. 30, 2012, compared with a net
loss of $50.45 million on $589.39 million of total revenues for
the same period during the prior year.

The Company reported a net loss of $645.55 million on $1.48
billion of total revenues for the nine months ended Sept. 30,
2012, compared with a net loss of $115.95 million on $1.79 billion
of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $3.87
billion in total assets, $3.88 billion in total liabilities and a
$8.75 million total stockholders' deficit.

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

                        http://is.gd/Ai7hy5

                         About Patriot Coal

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

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

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

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

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


PEREGRINE FINANCIAL: CME Group Plans $2 Million Payout to Clients
-----------------------------------------------------------------
American Bankruptcy Institute reports that CME Group Inc. plans
next month to begin paying $2 million to former clients of
Peregrine Financial Group, the failed futures brokerage looted for
years by its now-jailed founder.

                     About Peregrine Financial

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

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

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

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

Peregrine Financial is the regulated unit of the brokerage
PFGBest.

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


PITTSBURGH CORNING: Commences Tender Offer of $75-Mil. Securities
-----------------------------------------------------------------
Corning Incorporated, an affiliate of Pittsburgh Corning
Corporation, has commenced a cash tender offer for up to
$75 million aggregate principal amount of specified series of its
outstanding debt.  The Company will also redeem $174 million in
outstanding debentures.

In the tender offer, the Company is offering to purchase, under
certain conditions and subject to certain limits, its 8.875%
Debentures due 2021, 8.875% Debentures due 2016 and 6.75%
Debentures due 2013.

The tender offer is scheduled to expire at 11:59 p.m., New York
City time, on Nov. 26, 2012, unless extended.  Holders of
debentures subject to the tender offer must validly tender and not
validly withdraw their debentures before the Early Tender Date,
which is 5:00 p.m., New York City time, on Nov. 8, 2012, unless
extended, to be eligible to receive the total consideration.

The total consideration for each $1,000 principal amount of
debentures tendered and accepted for payment pursuant to the
tender offer will be determined in the manner described in the
Offer to Purchase, dated Oct. 26, 2012.

The tender offer is subject to the satisfaction or waiver of
certain conditions set forth in the Offer to Purchase, including,
among other things, the consummation by the Company, no later than
the expiration date, of financing arrangements satisfactory to it
as described in the Offer to Purchase.

Corning has retained J.P. Morgan Securities LLC to serve as Dealer
Manager for the tender offer and has retained D.F. King & Co.,
Inc., to serve as information agent and tender agent for the
tender offer.

A copy of the press release is available at http://is.gd/K92d2v

                      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.

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.


PITTSBURGH CORNING: Offering $250 Million of Notes
--------------------------------------------------
Corning Incorporated, an affiliate of Pittsburgh Corning
Corporation, filed with the U.S. Securities and Exchange
Commission a free writing prospectus relating to the offering of
an aggregate principal amount of $250 million of 1.45% notes due
2017.

Joint Book-Running Managers of the offering are Citigroup Global
Markets Inc., and J.P. Morgan Securities LLC.  Deutsche Bank
Securities Inc. serves as senior co-manager.  Barclays Capital
Inc. and Wells Fargo Securities, LLC, act as junior co-managers.

A copy of the free writing prospectus is available at:

                        http://is.gd/jI9s4w

                     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.

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.


PORTER BANCORP: Incurs $27.7 Million Net Loss in Third Quarter
--------------------------------------------------------------
Porter Bancorp, Inc., reported a net loss of $27.73 million on
$10.13 million of net interest income for the three months ended
Sept. 30, 2012, compared with a net loss of $12.16 million on
$12.65 million of net interest income for the same period during
the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $26.07 million on $32.38 million of net interest
income, compared with a net loss of $51.35 million on $39.86
million of net interest income for the same period a year ago.

At Sept. 30, 2012, the Company had $1.28 billion in total assets,
$1.23 billion in total liabilities and $54.98 million in
stockholders' equity.

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

                        http://is.gd/H80Ms5

                       About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
twelve counties in Kentucky.

Crowe Horwath, LLP, in Louisville, Kentucky, audited Porter
Bancorp's financial statements for 2011.  The independent auditors
said that the Company has incurred substantial losses in 2011,
largely as a result of asset impairments.  "In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action."

The Company reported a net loss of $107.31 million in 2011,
compared with a net loss of $4.38 million in 2010.


PVH CORP: Moody's Reviews 'Ba2' CFR/PDR for Downgrade
-----------------------------------------------------
Moody's Investors Service placed all ratings of PVH Corp on review
for downgrade following its announcement that it has entered into
a definitive agreement to acquire Warnaco Group, Inc.
(Ba1/stable). LGD assessments are subject to change.

The following ratings were placed on review for downgrade

  Corporate Family Rating at Ba2

  Probability of Default Rating at Ba2

  $450 million secured revolving credit facility due 2016 at Ba1
  (LGD 2, 28%)

  $691 million term loan A due 2016 at Ba1 (LGD 2, 28%)

  $413 million term loan B due 2016 at Ba1 (LGD 2, 28%)

  $100 million senior secured notes due 2023 at Ba1 (LGD 2, 28%)

  $600 million senior unsecured notes due 2020 at Ba3 (LGD 5,
  81%)

  Senior unsecured shelf at (P) Ba3

Ratings Rationale

The review for downgrade reflects PVH's announcement that it has
agreed to acquire Warnaco Group Inc. (Ba1/stable) in a transaction
valued at approximately $2.9 billion. Of the total purchase price,
approximately $2.2 billion will be funded from incremental debt,
while approximately $700 million will be funded by issuance of new
PVH common shares to Warnaco's existing shareholders. PVH expects
the transaction to close in early 2013. The transaction will have
a negative impact on key credit metrics - on a combined basis for
the LTM period ending July 29, 2012 (June 30,2012 for Warnaco)
PVH's total leverage would rise from approximately 3.8x (pre-
acquisition) to the high four times range.

Generally the transaction is seen as a positive for PVH. The
combined firm will have significant scale in the global apparel
industry with over $8 billion of revenue. The acquisition will
bring PVH scale in key emerging markets, such as Latin America and
Asia where it is underpenetrated, and the combined firm will have
a greater balance of earnings streams by geographic region.
Execution risk is modest, as the transaction primarily reunites
the largest Calvin Klein licensee with PVH, who owns the Calvin
Klein brand. The transaction does, however, involve a significant
rise in debt. Moody's review will focus on the expected synergies
to be achieved in this transaction, PVH's integration plans, the
impact of the potential loss of any licensees, and the company's
expected leverage and commitment to further debt repayment
including expectations for the two companies prior to the merger.
The review will also consider the combined companies exposure to
the European market which will represent around 27% of combined
sales.

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

PVH Corp, headquartered in New York, NY designs, sources, markets,
licenses and distributes a broad line of dress shirts, neckwear
and sportswear under owned brands including Van Heusen, Calvin
Klein, IZOD, Arrow and Tommy Hilfiger and numerous licensed brands
including Geoffrey Beene, Kenneth Cole New York, Donald J Trump
Signature Collection and numerous other licensees. LTM revenues
were around $6.0 billion.


RAHA LAKES: Court Denies Access to $300,000 DIP Financing
---------------------------------------------------------
Judge Ernest M. Robles of the U.S. Bankruptcy Court for the
Central District of California denied the motion of Raha Lakes
Enterprises LLC and Mehr in Los Angeles Enterprises LLC to access
postpetition financing.

As reported in the Troubled Company Reporter on Oct. 16, 2012,
Raha Lakes and Mehr in Los Angeles have sought Bankruptcy Court
approval of up to $300,000 in postpetition revolving financing
from Kayhan Shakib, Raha Lakes' managing member.

The loan will incur interest at the prime rate and mature on the
later of May 1, 2013, the date a plan of reorganization is
confirmed, or Court approval of a sale of the assets, or
conversion of the case to Chapter 7.

The Debtors' obligations under the DIP Loan will be junior to all
valied liens of record as of the bankruptcy filing date.

The Debtors said Mr. Shakib is one of their largest creditors.  He
made prepetition unsecured loans to the Debtors for ongoing
business operations.

The Debtors said the financing is extremely favorable given their
inabilty to secure funding elsewhere.

                          About Raha Lakes
                      and Mehr in Los Angeles

Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr.
C.D. Calif. Case No. 12-43422) on Oct. 3, 2012, in Los Angeles.
Raha Lakes, a single-asset real estate company, estimated assets
of at least $10 million and debt of at least $1 million.  The
company's principal asset is at 900 South San Pedro Street in Los
Angeles.  Raha Lakes listed $10 million to $50 million in assets,
and $1 million to $10 million in debts.  The petition was signed
by Kayhan Shakib, managing member.

Mehr in Los Angeles Enterprises, LLC, filed a bare-bones Chapter
11 petition (Bankr. C.D. Calif. Case No. 12-43589) on Oct. 4,
2012, estimating assets of at least $10 million and liabilities of
at least $1 million.  The petition was signed by Yadollah Shakib,
managing member.

Judge Ernest M. Robles presides over the cases.  The Debtors are
represented by Michael S. Kogan, Esq., at Kogan Law Firm APC.

The Debtors' secured creditor, San Pedro Investment LLC, is
represented by John Choi, Esq., at Kim Park Choi.


RESORT AT PIKES: Files for Bankruptcy Amidst State Probe
--------------------------------------------------------
Alicia Wallace at Daily Camera reported that The Resort At Pikes
Peak LLC filed for Chapter 11 bankruptcy protection in Colorado
bankruptcy court on Oct. 16.

According to the report, the Company was investigated by the state
for possible securities violations.  The Company estimated it owes
between $500,000 and $1 million to fewer than 50 creditors,
according to its petition.  Estimated assets were in the range of
$1 million to $10 million.

The report said additional details about the liabilities and
financial state of the business -- which also has operated as RPP
and Skipikespeak -- remain unclear, as other required documents
and schedules were not included with the voluntary petition.
After receiving a notice of deficiency, The Resort At Pikes Peak
was given until Oct. 30 to file additional information such as a
statement of financial affairs, tax return and list of equity
security holders.

The report noted the bankruptcy filing comes nearly two years
after Colorado's securities commissioner filed a cease-and-desist
order against John Calvin Ball, the owner, alleging he violated
the state's securities act by offering an investment opportunity
via a website.

The report said that in the 2010 complaint, the Division of
Securities officials also claimed Mr. Ball -- who allegedly
promoted the opportunity by saying a $10,000 investment could land
a return of $16,400 -- failed to inform potential investors of the
risk that he might not be able to buy the land for the ski resort.

According to the report, Gerald Rome, deputy securities
commissioner, said the investigation remains ongoing.


RICHFIELD EQUITIES: Bid Protections for Rizzo Okayed
----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved bidding procedures with stalking horse and bid
protections in connection with the sale of certain executory
contracts for the collection, transfer and disposal of municipal
solid waste.

Rizzo Environmental Services, Inc., has agreed to act as stalking
horse bidder in connection with the sale of the contracts,
submitting a bid of $2,000,000, plus assumption of certain
liabilities.  Closing will take place on or before Nov. 9, 2012.

Richfield is seeking to sell primarily eight waste disposal
services contracts in Oakland County, Michigan, to Rizzo for $2
million, absent higher and better offers.

The Court set these dates and deadlines in connection with the
sale and assumption and assignment of contracts:

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

If the Debtors do not receive any qualified bids other than from
Rizzo, the Debtors will not hold the Auction, Rizzo will be named
the Successful Bidder, and the Debtors will seek approval of the
APA at the sale hearing.

                     About Richfield Equities

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

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

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

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

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

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

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

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

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

Judge Daniel S. Opperman oversees the cases.

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


RICHFIELD EQUITIES: Amends Application for Quarton as Inv. Banker
-----------------------------------------------------------------
Richfield Equities, L.L.C., et al., filed with the Bankruptcy
Court on Oct. 29, 2012, an amended application for authorization
to employ Quarton Partners as their investment banker to perform
investment banker and other sale related services that will
necessary during the Chapter 11 cases.

Specifically, Quarton will assist and advise the Debtor with
respect to:

  (i) the preparation and distribution of confidentiality
      agreements and appropriate descriptive selling materials
      designed to generate additional interest in the Company;

(ii) the initiation of discussions and negotiations with
      prospective merger partners or purchasers;

(iii) the various details necessary to complete a successful
      transaction.

If a sale of the Company is accomplished in one or a series of
transactions, including a sale by the Company of all or a
substantial portion of its stock or assets, Quarton will charge a
transaction fee based upon a formula applied to aggregate
consideration paid in the transactions: 5% of aggregate
consideration paid by each buyer in all transactions up to
$625,000 in the aggregate excluding Aggregate Consideration from
any transaction with (i) Rizzo Services, Inc. and/or its
affiliates, (ii) Halton Recycling Ltd (d/b/a Emterra) and/or its
affiliates, or (iii) Millennium Disposal Services, Inc. and/or its
affiliates.

A copy of the Revised Engagement Letter is available at:

          http://bankrupt.com/misc/richfield.doc168.pdf

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

                     About Richfield Equities

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

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

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

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

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

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

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

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

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

Judge Daniel S. Opperman oversees the cases.

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


SCHIFF NUTRITION: S&P Puts 'B' CCR on Watch on Bayer Acquisition
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and debt issue ratings on Salt Lake City, Utah-based Schiff
Nutrition Group Inc. on CreditWatch with positive implications.

                           Rationale

"The CreditWatch placement reflects our expectation that we will
raise our rating on Schiff following the completion of the
transaction to the 'A-' level of Bayer. We would also withdraw our
ratings on Schiff if the company's existing debt is repaid by
Bayer following the close of the acquisition," S&P said.

                            CreditWatch

"We plan to resolve the CreditWatch listing upon completion of the
transaction," S&P said.

Ratings List
CreditWatch Action
                                To             From
Schiff Nutrition Group Inc.
Corporate Credit Rating         B/Watch Pos/-- B/Stable/--
Senior Secured                  B/Watch Pos    B
Recovery Rating* 3


SEAFRANCE SA: EUR65M Groupe Eurotunnel Ferry Buy Probed
-------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that the United
Kingdom's competition authority said Monday that it was
investigating Groupe Eurotunnel SA's EUR65 million ($84 million)
acquisition of ferries from the now-liquidated ferry operator
SeaFrance SA, citing concerns that the merger reduced competition
among English Channel transport services providers and may cause
fare hikes.

The Office of Fair Trading said it had started the investigation
after learning that a second bidder had tried to acquire three
ferries, which Groupe Eurotunnel had purchased in June after
approval from the French Commercial Court.

SeaFrance is the operator of the undersea rail link between
Britain and continental Europe.

The Commercial Court in Paris has ordered the full liquidation of
SeaFrance on the Jan. 9, 2012.  As a result, the company is no
longer able to trade.


SECUREALERT INC: Hastings Leaves; New CEO Yet to be Named
---------------------------------------------------------
President, Chief Operating Officer, and Chief Executive Officer
John L. Hastings III has left SecureAlert, Inc., effective
Oct. 23, 2012, to pursue other opportunities.

David Hanlon, Chairman of the Board of Directors of SecureAlert
noted, "John was instrumental in restructuring the Company,
developing key strategic initiatives, and building strong
relationships within our key markets and with our partnering
agencies domestically and abroad.  One of John's legacies will be
the significant positive shift in the Company's emphasis to
emerging markets in Latin America and the Caribbean, while growing
revenues and improving gross margins over his five years of
service.  We thank him for his many contributions and building the
foundations for growth in the future."  A search is underway for a
new Chief Executive Officer.

George Schmitt and Winfried Kunz, directors of the Company, will
form a Board-appointed Executive Committee to fulfill the duties
of the Chief Executive Officer during the interim until a new
Chief Executive Officer is identified and engaged by the Company.

"With John's departure and transitional support, we will work
closely with the management team, while undertaking the search for
a new CEO with the experience and background to successfully lead
the Company forward and take full advantage of its long-term
potential in both international and domestic markets, to deliver
value for customers and shareholders," said Mr. Schmitt.

Mr. Schmitt has more than 45 years of executive, operational,
technological and financial experience all around the world.  He
currently serves as CEO of MBTH Technology Holdings and as lead
director and board member of XG Technologies, Inc.  Mr. Kunz, a
citizen of Switzerland, has more than 25 years of business,
finance and operational experience working for German, British and
American Companies in the Information Technology Business, where
he served in executive positions.  He currently develops and
implements as independent consultant, managing partner and
investor innovative business models for residential properties
with a focus in Munich for his own portfolio and third parties.
The Board expresses its gratitude to Mr. Hastings for his valued
service to SecureAlert over the last five years and wishes him
well with his future endeavors.

                      About SecureAlert Inc.

Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA)
-- http://www.securealert.com/-- is an international provider of
electronic monitoring systems, case management and services widely
utilized by more than 650 law enforcement agencies worldwide.

In the auditors' report accompanying the consolidated financial
statements for the fiscal year ended Sept. 30, 2011, the Company's
independent auditors expressed substantial doubt about the
Company's ability to continue as a going concern.  Hansen, Barnett
& Maxwell, P.C., in Salt Lake City, Utah, noted that the Company
has incurred losses, negative cash flows from operating activities
and has an accumulated deficit.

The Company's balance sheet at June 30, 2012, showed
$22.73 million in total assets, $9.51 million in total
liabilities, and $13.21 million in total equity.


SHAMROCK-HOSTMARK: Seeks to Extend Use of GECC Cash Collateral
--------------------------------------------------------------
Shamrock-Hostmark Princeton Hotel, LLC, moves the Bankruptcy
Court for entry of an order extending the authority to use cash
collateral through January 31, 2013.

The Debtor owns the DoubleTree by Hilton Hotel Princeton hotel
located in Princeton, New Jersey.  General Electric Capital
Corporation has a lien on substantially all of the Debtor's
assets, including all cash generated by the Hotel's operation.
The Bankruptcy Court previously issued two interim orders
authorizing the Debtor's use of cash collateral.

The Debtor has continued to operate the Hotel in the ordinary
course and satisfy its post-petition expenses pursuant to the
terms and conditions of the Third Interim Order.  All of the
Debtor's post-petition expenditures have related solely to the
Hotel's continued operation, and the Debtor has not utilized Cash
Collateral for any purpose that has not benefited the Hotel.

As of the Petition Date, the Debtor held cash totaling $363,100.
At the end of September 2012, the Debtor held cash totaling
$693,044.  Although the budgets demonstrate that the Hotel will
run negative in the next several months, the Debtor expects that
it will still hold cash totaling roughly $440,742 at the end of
January 2013, which is still $77,641 more than the cash the Debtor
held as of the Petition Date.

Through the proposed use of Cash Collateral, the Debtor expects
that it will at least maintain the Hotel's value.  In that regard,
there is no evidence that the Hotel's value has declined since the
Petition Date or that it is at risk of declining in the
foreseeable future.  The hospitality industry has been steadily
improving since the so-called "Great Recession" that impacted the
industry and the rest of the country from 2008 to 2010.  Hotel
industry forecasts are for continued improving financial
performance for the remainder of 2012 and for 2013.  As with the
hotel industry in general, the Hotel is expected to show improved
financial performance over the next year.  Accordingly, the
Lender's interests in the Debtor's assets, including the Hotel and
Cash Collateral, are adequately protected.

Th hearing on the motion is scheduled for Dec. 18, 2012, at
10:30 A.M.

GECC objects to the Motion on the grounds that it is not
adequately protected for the Debtor's continued use of its
collateral and that the Debtor has not made tax payments as
required under the current Cash Collateral Order.

Douglas Bacon, Esq., at Latham & Watkins LLP, says the replacement
liens are insufficient to adequately protect GECC.  GECC has
limited its present request for partial adequate protection to (a)
monthly funding of the FF&E Reserve in the amounts required under
the Loan Agreement, (b) monthly funding of tax reserves in an
amount sufficient to satisfy monthly tax accruals and (c) payment
of interest at the non-default rate on the terms and conditions
set forth in the loan documents.  GECC objects to any order
authorizing the use of cash collateral that does not provide for
adequate protection payments in the form of cash payments
described in the preceding paragraph and in the Adequate
Protection Motion.

GECC also renews and restates its request for approval of the
506(c) Limitation.  The 506(c) Limitation proposed by GECC would
prohibit the expenses of administration of this case not included
in the Budgets and incurred within the time periods contemplated
by the Budgets from being charged against or recovered from cash
collateral pursuant to section 506(c) of the Bankruptcy Code or
other applicable law, without (i) GECC's prior written consent or
(ii) a further order of the Court issued prior to the incurrence
of the proposed obligation.

The Debtor proposes in the Motion that its expenditures be
governed by the budgets for November and December 2012 and January
2013.  If the Debtor is permitted to spend amounts included in the
Budgets, and then later pursue section 506(c) claims against GECC
for expenses it incurred in excess of the Budgets but has not
paid, then the restrictions on spending captured by the Budgets
would have neither meaning nor enforceability.

Mr. Bacon tells the Court that GECC is willing to consent to the
Debtor making the expenditures detailed in the Budgets during the
respective budgeted periods (subject to this Objection and without
prejudice to the relief GECC is requesting in the Adequate
Protection Motion and the Exclusivity Objection, or other relief
that may be requested), as GECC is interested in maintaining the
operation of the Hotel.  However, GECC is not willing to agree to
unlimited 506(c) exposure of which it has no notice or opportunity
to object.  Only the Debtor can monitor its own costs and
expenses, and the Budget serves to, among other things, govern the
incurrence of those costs and expenses.  Without the 506(c)
Limitation, GECC will have no notice of or opportunity to object
to additional expenses that are being incurred beyond the Budget.

The Debtor is represented by:

         Douglas Bacon, Esq.
         David S. Heller, Esq.
         LATHAM & WATKINS LLP
         233 South Wacker Drive, Suite 5800
         Chicago, IL 60606
         Tel: (312) 876-7700
         Fax: (312) 993-9767

                      About Shamrock-Hostmark

Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel,
LLC, filed for Chapter 11 protection (Bank. N.D. Ill. Case No.
12-25860) on June 27, 2012.  William Gingrich signed the petition
as vice president-CFO, of Hostmark Hospitality Group.  Shamrock-
Hostmark Princeton Hotel disclosed $522,413 in assets and
$15,457,812 in liabilities as of the Chapter 11 filing.  Judge
Jacqueline P. Cox presides over the case.

Shamrock-Hostmark Andover and four affiliates are units of
investment fund Shamrock-Hostmark Hotel Fund that own hotels.
Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel
Princeton located in Princeton, New Jersey.  Shamrock-Hostmark
Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock-
Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA.
Shamrock-Hostmark Andover owns the Wyndham Boston Andover in
Andover, MA.  Shamrock-Hostmark Tampa owns the DoubleTree by
Hilton Hotel Tampa Airport - Westshore in Tampa, FL.

The Debtors are represented by David M. Neff, Esq., at Perkins
Coie LLP, in Chicago, Illinois.


SMITHFIELD FOODS: Fitch Withdraws 'BB' on $1-Bil. Loans
-------------------------------------------------------
Fitch Ratings has taken the following final rating actions on
Smithfield Foods, Inc.

Fitch has affirmed and withdrawn the following ratings:

  -- Long-term Issuer Default Rating (IDR) at 'BB';
  -- $925 million asset-based inventory revolver at 'BB+';
  -- Rabobank Term Loan at 'BB';
  -- Guaranteed senior unsecured debt at 'BB'.

The following rating has been upgraded and withdrawn:

  -- $1 billion 6.625% notes due 2022 to 'BB' from 'BB-'.

The Rating Outlook is Stable. At July 29, 2012, Smithfield had
approximately $2 billion of total debt.

The upgrade of Smithfield's 6.625% notes reflects the fact that
none of the company's public notes are guaranteed following the
August 2012 refinancing of its 10% secured notes due July 15,
2014.  Fitch upgraded Smithfield's IDR and guaranteed unsecured
notes to 'BB' on July 19, 2012 because the refinancing improved
the company's overall credit profile by reducing interest cost,
eliminating an early maturity trigger on the firm's inventory
revolver, and extending maturities.  Credit protection for
unsecured bond holders has been strengthened by the release of
encumbrances on the firm's real estate and other fixed assets.

Smithfield's ratings incorporate the firm's balanced financial
policies, periodic earnings volatility, mid-single-digit EBITDA
margin, and single-protein concentration.  Ratings consider the
company's risk management capabilities and its sizeable branded
packaged meats operation which provides a more stable source of
cash flow than commodity fresh pork products.

Smithfield aims to maintain net debt to adjusted EBITDA at or
below 3.0x with a ceiling of 4.0x, net debt to capitalization of
less than 40%, and liquidity of $500 million to $1 billion.
Smithfield's EBITDA margin has averaged approximately 6% ranging
from under 2% to nearly 10% over the past 10 years due to
supply/demand imbalances in pork and volatile grain costs.

Operational improvements in pork processing and hog production are
resulting in cost savings but earnings have declined from fiscal
2011 record levels due to higher hog raising costs and
significantly lower profitability in Hog Production.  During
fiscal 2012, Hog Production represented 20% of Smithfield's $833
million of operating profit, excluding corporate expenses, while
the Pork segment contributed 75% and international represented the
remaining 5%. Packaged meats were 54% of pork segment sales while
fresh pork and by-products was 46%.

Packaged meat sales approximated $6 billion or 46% of Smithfield's
$13.1 billion of revenue in the fiscal year ended April 29, 2012.
Brands include Smithfield, Farmland, Armour, Eckrich, John
Morrell, and Cooks.  The firm's strategy is to grow packaged meats
both organically and with acquisitions.

Fitch believes Smithfield's outlook for a marginal loss or profit
in hog production is reasonable, given hedge positions in place
prior to the sharp run-up in corn prices.  Fitch also views the
firm's upward revision of its normalized profit range for packaged
meats positively.  Smithfield believes its packaged meats business
can generate 12 cents - 17 cents per pound in most years and
expects profit to be at the high end of this range with 2%-3%
volume growth in fiscal 2013.  Packaged meats has benefited from
lower live prices and cut-out values in fresh pork.  During fiscal
2012, Smithfield's Pork segment sold approximately 2.7 billion
pounds of packaged meats product.

For the latest 12 month (LTM) period ended July 29, 2012, total
debt-to-operating EBITDA was 2.2x, up from 1.8x at the year ended
May 1, 2011.  Operating EBITDA-to-gross interest expense was 4.7x,
up from 4.5x, and funds from operation (FFO) fixed charge coverage
4.3x, up from 3.9x.  During the LTM period, Smithfield generated
$412.6 million of FCF.  Fitch expects total debt-to-operating
EBITDA to approximate 3.0x for fiscal 2013 and believes the
company is capable of generating over $100 million of FCF
annually, despite volatility caused by commodity prices and swings
in working capital requirements.

At July 29, 2012, Smithfield had $1.3 billion of liquidity
consisting of $208.1 million of cash and $1.1 billion of
availability under its revolver, securitization, and international
facilities.  The firm's $925 million inventory revolver and its
$275 million securitization facility expire on June 9, 2016 and
June 9, 2014, respectively.  The revolver limits Smithfield's
consolidated leverage (defined as consolidated funded debt less
cash in excess of $75 million to consolidated capitalization) or
adjusted net debt-to-capitalization to 50% and adjusted
consolidated interest coverage to at least 2.50x.  At July 29,
2012, Smithfield reported that its net debt-to-capitalization was
in the mid 30% range.  Smithfield's most significant upcoming
maturity over the next three fiscal years is its $400 million 4%
convertible notes due June 30, 2013.


SOUTHERN OAKS: Interbank Wants Chapter 11 Trustee Appointed
-----------------------------------------------------------
InterBank asks the U.S. Bankruptcy Court for the Western District
of Oklahoma to appoint a Chapter 11 trustee for Southern Oaks of
Oklahoma, LLC, because, among other things:

  (i) the dishonesty of representatives of the Debtor concerning
      the condition and value of the Prairie Village Apartments
      including fires that occurred at the apartments, and

(ii) incompetence or gross mismanagement of the affairs of the
      Debtor for failing to file insurance claims concerning the
      fires and other matters.

InterBank asserts an interest on the Debtor's several apartment
complexes, duplexes, and individual rental houses and other
properties includinge the Southern Oaks Apartments, the Prairie
Village Apartments in Pryor, Oklahoma, and 60 duplexes and rental
houses.

                        About Southern Oaks

Southern Oaks of Oklahoma, LLC, owns a 126 unit apartment complex
in south Oklahoma City, 115 single family residences, 10
residential duplexes and 4 commercial properties in the Oklahoma
City Metro area and a 100 unit apartment complex in Pryor,
Oklahoma.  The Company operates the non-apartment properties by
and through an affiliate property management company, Houses For
Rent of OKC, LLC, who advertises, leases, collects rents, pays
expenses, provides equipment, labor and materials for maintenance,
repairs and makeready services.

The Company filed for Chapter 11 bankruptcy (Bankr. W.D. Okla.
Case No. 12-10356) on Jan. 31, 2012.  Judge Niles L. Jackson
presides over the case.  Ruston C. Welch, Esq., at Welch Law Firm
P.C., serves as the Debtor's counsel.  It scheduled $14,788,414 in
assets and $15,352,022 in liabilities.  The petition was signed by
Stacy Murry, manager of MBR.

Affiliates that filed separate Chapter 11 petitions are
Charlemagne of Oklahoma, LLC (Bankr. W.D. Okla. Case No. 10-13382)
on July 2, 2010; and Brookshire Place, LLC (Bankr. W.D. Okla. Case
No. 11-10717) on Feb. 23, 2011.

Southern Oaks owns a 126-unit apartment complex in south Oklahoma
City, 115 single family residences, 10 residential duplexes and 4
commercial properties in the Oklahoma City Metro area and a 100
unit apartment complex in Pryor, Oklahoma.  Southern Oaks operates
the non-apartment Properties by and through an affiliate property
management company, Houses For Rent of OKC LLC, who advertises,
leases, collects rents, pays expenses, provides equipment, labor
and materials for maintenance, repairs and make ready services.

On Jan. 12 and 27, 2012, the Debtor's ownership and operation of
the Properties was consolidated by the merger of various affiliate
entities with the Debtor being the surviving entity.  Those
entities are Southern Oaks Of Oklahoma, LLC; Quail 12, LLC; Quail
13, LLC; 1609 N.W. 47th, LLC; 2233 S.W. 29th, LLC; 400 S.W. 28th,
LLC; South Robinson, LLC; 9 on S.E. 27th, LLC; Southside 10, LLC;
QCB 08, LLC; and Prairie Village of Oklahoma, LLC.

Southern Oak's plan provides that secured creditors InterBank, and
Quail Creek Bank, Seterus, Inc., Suntrust Mortgage, Inc., Federal
National Mortgage Association will be paid in monthly installments
of principal and interest calculated at 5% interest per annum,
with their claims to be paid in full by the 10th anniversary of
the effective date of the Plan.  The Plan promises to eventually
pay general unsecured creditors 100% of their allowed claims, with
interest in 60 equal monthly installments or as earlier paid in
full.  The existing owners will retain their interests in the
Debtor.  A copy of the Disclosure Statement is available at:

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


SUPERMEDIA INC: Reports $52 Million Net Income in Third Quarter
---------------------------------------------------------------
Supermedia Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $52 million on $330 million of operating revenue for the three
months ended Sept. 30, 2012, compared with a net loss of $968
million on $399 million of operating revenue for the same period
during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $178 million on $1.04 billion of operating revenue,
compared with a net loss of $909 million on $1.25 billion of
operating revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$1.44 billion in total assets, $1.91 billion in total liabilities,
and a $470 million total stockholders' deficit.

"The headline for the third quarter was the announcement of our
merger agreement with Dex One," said Peter McDonald, president and
CEO of SuperMedia.  "The merged company will have local presence
and national scale to be a leader in providing local, social and
mobile marketing solutions to businesses and delivering results.

"The transaction also will create financial benefits for
shareholders and lenders.  Our employees have performed very well
in continuing to improve the company's operating margin during the
quarter, while doing an excellent job of planning for the post-
close integration of the companies," he added.

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

                        http://is.gd/JBzrBr

                         About Idearc Inc.

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

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

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

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

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

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


SURF'S BAR: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Wayne Faulkner at StarNews Online reported that Surf's Bar and
Grille filed for Chapter 11 bankruptcy protection on Oct. 25, but
will continue to operate.

"It's business as usual," the report quoted Henry Minutillo, one
of the partners.

The report noted that Mr. Minutillo is also a partner in The
Promenade, the strip mall where the restaurant and bar is located.
According to the report, the Promenade itself filed for bankruptcy
protection, but has emerged from Chapter 11.

The report said Surf's Wilmington, the limited liability company
that owns the restaurant/bar, listed assets of $500,000 to
$1 million and liabilities of $1 million to $10 million in its
bankruptcy filing.  "We got behind in our taxes," The report
quoted Mr. Minutillo as saying.  Among Surfs' creditors is the
North Carolina Department of Revenue, owed more than $91,000.


TERRESTAR CORP: Judge Approves Restructuring Plan
-------------------------------------------------
American Bankruptcy Institute reports that TerreStar Corp. won
court approval of a chapter 11 plan that hands ownership of the
mobile-telecommunications company to several investors that
specialize in distressed debt.

                       About TerreStar Corp.

TerreStar Corporation and TerreStar Holdings, Inc., filed
voluntary Chapter 11 petitions with the U.S. Bankruptcy Court for
the Southern District of New York on Feb. 16, 2011.

TSC's Chapter 11 filing joins the bankruptcy proceedings of
TerreStar Networks Inc. and 12 other affiliates, which filed on
Oct. 19, 2010. The October Chapter 11 cases are procedurally
consolidated under TSN's Case No. 10-15446 under Judge Sean H.
Lane.

TSC is the parent company of each of the October Debtors. TSC has
four wholly owned direct subsidiaries: TerreStar Holdings, Inc.,
TerreStar New York Inc., Motient Holdings Inc., and MVH Holdings
Inc.

TSC's case is jointly administered with the cases of seven of the
October Debtors under the caption In re TerreStar Corporation, et
al., Case No. 11-10612 (SHL). The seven Debtor entities who
sought joint administration with TSC are TerreStar New York Inc.,
Motient Communications Inc., Motient Holdings Inc., Motient
License Inc., Motient Services Inc., Motient Ventures Holdings
Inc., and MVH Holdings Inc.

TSC is a Delaware corporation whose main asset is the equity in
non-Debtor TerreStar 1.4 Holdings LLC, which has the right to use
a "1.4 GHz terrestrial spectrum" pursuant to 64 licenses issued by
the Federal Communication Commission. TSC also has an indirect
89.3% ownership interest in TerreStar Network, Inc., which
operates a separate and distinct mobile communications business.
TerreStar Holdings is a Delaware corporation that directly holds
100% of the interests in 1.4 Holdings LLC.

TerreStar Networks -- TSN -- the principal operating entity of
TSC, developed an innovative wireless communications system to
provide mobile coverage throughout the United States and Canada
using satellite-terrestrial smartphones. The system, however,
required an enormous amount of capital expenditures and initially
produced very little in the way of revenue. TSN's available cash
and borrowing capacity were insufficient to cover its funding;
thus, forcing TSN to seek bankruptcy protection in October 2010.

TSC estimated assets and debts of $100 million to $500 million in
its Chapter 11 petition.

Ira S. Dizengoff, Esq., at Akin, Gump, Strauss, Hauer & Feld, LLP,
in New York, serves as counsel for the TSC and TSN Debtors.
Garden City Group is the claims and notice agent. Blackstone
Advisory Partners LP is the financial advisor. The Garden City
Group, Inc., is the claims and noticing agent in the Chapter 11
cases.

Otterbourg Steindler Houston & Rosen P.C. is the counsel to the
Official Committee of Unsecured Creditors formed in TSN's Chapter
11 cases. FTI Consulting, Inc., is the Committee's financial
advisor.

TerreStar Networks sold its business to Dish Network Corp. for
$1.38 billion. It canceled a June 2011 auction because there were
no competing bids submitted by the deadline.

TerreStar Networks previously filed a reorganization plan that
called for secured noteholders to swap more than $850 million in
debt for nearly all the equity in reorganized TerreStar. Junior
creditors, however, would see little recovery under that plan
while existing equity holders would be wiped out. TerreStar
Networks scrapped that plan in 2011 in favor of the auction.

In November 2011, TerreStar Networks filed a liquidating Chapter
11 plan after striking a settlement with creditors. The
creditors' committee initiated lawsuits in July to enhance the
recovery by unsecured creditors.

Judge Lane approved on Feb. 14, 2012, TerreStar Networks Inc.'s
Chapter 11 plan to divvy up the proceeds from the sale to Dish
Network.


UPPER DECK: Nov. 20 Hearing on Chapter 15 Bankruptcy
----------------------------------------------------
The Bankruptcy Court in Manhattan will hold a hearing on Nov. 20
at 10:00 a.m. to consider the petition under Chapter 15 of the
U.S. Bankruptcy Code of Upper Deck International B.V.

Upper Deck International B.V., aka Upper Deck Europe B.V., the
European arm of the sports trading-card company, is in insolvency
proceedings in The Netherlands.  Loes A. van Kooten-Hendriks,
serves as Insolvency Administrator and putative foreign
representative of Upper Deck International B.V.

On Oct. 18, 2012, the foreign representative filed a petition
under Chapter 15 of the Bankruptcy Code for recognition of the
foreign proceeding.  The foreign representative is represented in
the U.S. case by David Farrington Yates, Esq., and Oscar N.
Pinkas, Esq., at SNR Denton US LLP.  Bankruptcy Judge Stuart M.
Bernstein oversees the case.

UDI was in the business of, inter alia, publishing, producing and
distributing, as well as wholesale trading in, sports and
amusement cards and stickers, in particular collectable trading
cards, and acquiring capitalizing upon patents, trade names and
trademarks.

The Debtor is estimated to have at least US$50 million in assets
and liabilities up to US$50,000.

Judge Stuart M. Bernstein presides over the Chapter 15 case.


VALENCE TECHNOLOGY: Committee Asks Court to Reconsider DIP Order
----------------------------------------------------------------
The Official Committee Of Unsecured Creditors in the Chapter 11
cases of Valence Technology, Inc., asks the U.S. Bankruptcy Court
for the Western District of Texas to reconsider interim order
granting the Debtor's expedited motion authorizing postpetition
financing; granting priming liens and providing superpriority
administrative expense priority; authorizing use of cash
collateral

According to the Committee, the DIP Order must be vacated and the
Court must set the DIP motion for a new hearing because:

   1. There was a procedural problem with the Debtor obtaining the
      Committee's consent;

   2. The Court must amend or alter the DIP order because there is
      a new evidence to be considered, well as mistakes of fact
      regarding the DIP order;

   3. The Committee is concerned that the case have balance and
      not be run solely for an insider's principal benefit.  The
      Committee is very concerned that the case not be run solely
      for the benefit of one man -- Carl Berg.

As reported in the Troubled Company Reporter on Sept. 26, 2012,
the Court authorized Valence Technology, Inc., to obtain
postpetition financing of up to $5,000,000, on an interim basis,
from GemCap Lending I, LLC, on a senior secured, priming,
superpriority interim basis, and to use cash collateral, pursuant
to an agreed budget through Dec. 31, 2012.

The Debtor admits and stipulates that Berg & Berg Enterprises,
LLC, the prepetition lender, is the Debtor's primary senior
secured creditor and that as of the Petition Date, the aggregate
amount of $69.1 million plus fees and costs are owed under the
prepetition loan documents, secured by all of the Debtor's assets,
including cash collateral.

As adequate protection of its interest in the collateral,
including cash collateral, the prepetition lender is granted
replacement liens in the collateral, subordinate only to the DIP
Lender Priming Liens and the carve-out.  As additional adequate
protection, the prepetition lender is granted an administrative
claim under Sections 503(b)(1), 507(a), and 507(b) of the
Bankruptcy Code, subject only to the DIP lender superpriority
claim and the carve-out.

Any automatic stay otherwise applicable to the DIP Lender is
modified so that (i) after the occurrence of any DIP Order Event
of Default and (ii) upon 5 business days prior written notice of
such occurrence, the DIP Lender will be entitled to exercise its
rights and remedies in accordance with the DIP Loan Documents and
without further order of the Court.

                      About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  Chairman Carl E. Berg and
related entities own 44.4% of the shares.  ClearBridge Advisors,
LLC owns 5.5%.

Valence expects to complete its restructuring during 2012.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the United States Trustee for Region 7 appointed
5 creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, represents
the Committee.


WEST PENN: Highmark CEO Confirms $125MM Chapter 11 Financing Offer
------------------------------------------------------------------
The Associated Press reported that William Winkenwerder, chief
executive officer of Highmark Inc., testified on Oct. 25 that the
insurer offered Pittsburgh-based West Penn Allegheny Health System
an extra $125 million in financing so it would file for Chapter 11
bankruptcy in hopes of reducing the hospital network's $1 billion
debt.

AP said Mr. Winkenwerder testified that Highmark believed state
insurance regulators wouldn't approve Highmark's proposed $475
million takeover unless West Penn could reduce its debt.  The
$125 million was offered in addition to that original amount.

According to the report, more testimony was expected in Highmark's
lawsuit seeking to keep West Penn from negotiating with any other
suitors.

The report noted West Penn executives have argued the bankruptcy
demand by Highmark breached the pending $475 million takeover
deal.  But some West Penn doctors affiliated with the financially
struggling hospital network have since said they want to keep the
deal alive.

Headquartered in Pittsburgh, West Penn Allegheny Health System is
a large, integrated health system now operating five hospitals and
other related entities that primarily serve Allegheny County and
its five surrounding counties.  WPAHS' flagship is the 661-
licensed bed Allegheny General Hospital.


WET SEAL: 6th Circ. Revives Ex-Worker's Bias Claim
--------------------------------------------------
Zach Winnick at Bankruptcy Law360 reports that the Sixth Circuit
on Thursday reversed a district court's decision to bar an ex-Wet
Seal Retail Inc. employee's age discrimination suit because she
failed to list the claim on a bankruptcy petition, saying the
lower court ignored whether she even had the power to bring the
suit.

Wet Seal, Inc. -- http://www.wetsealinc.com/-- is a national
specialty retailer operating stores selling fashionable and
contemporary apparel and accessory items designed for female
customers from their early teens to 39 years old.  The Company
operates two nationwide, primarily mall-based, chains of retail
stores under the names "Wet Seal" and "Arden B."  At July 28,
2012, the Company had 550 retail stores in 47 states and Puerto
Rico.  Of the 550 stores, there were 468 Wet Seal stores and 82
Arden B stores.  The Company's merchandise can also be purchased
online through the respective Web sites of each of its operating
segments.  The Company's products can also be purchased online at
http://www.wetseal.com/or http://www.ardenb.com/. The Company is
headquartered in Foothill Ranch, California.


WILLIAM LYON HOMES: S&P Assigns 'B-' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' corporate
credit rating to William Lyon Homes Inc. and a 'B-' issue-level
rating to the company's proposed $300 million senior unsecured
notes. "We also assigned a '4' recovery rating on the senior
unsecured notes, indicating our expectation for an average (30%-
50%) recovery in the event of a payment default. The outlook is
stable," S&P said.

                             Rationale

"Our ratings on William Lyon reflect the company's 'highly
leveraged' financial profile, marked by low interest coverage and
debt leverage metrics that remain high following its
reorganization. We consider the company's business profile as
'vulnerable', given William Lyon's relatively small homebuilding
platform and its uncertain ability to generate the necessary level
of new home sales to reach sustained profitability in the near-
term," S&P said.

"Newport Beach, Ca.-based William Lyon is a privately-held,
regional homebuilder with operations concentrated in Nevada,
Arizona, and California. It engages in the design, construction,
marketing, and sale of single-family detached homes, attached
townhomes, and condominiums. The company's core market consists
primarily of entry-level and first-time move-up buyers. During the
trailing-12-months ended Sept. 30, 2012, William Lyon closed on
811 homes with an average selling price of $273,000 and generated
roughly two-thirds of revenue from its California markets.
William Lyon successfully exited bankruptcy on Feb. 25, 2012,
after filing a prepackaged plan under Chapter 11 of the U.S.
bankruptcy code on Dec. 19, 2011. As a result of the
restructuring, the successor company reduced outstanding debt to
$381 million from $563 million and raised $85 million of cash
equity in the process. Since its exit from bankruptcy, William
Lyon has raised an additional $30 million of cash and $10.5
million of inventory in exchange for new equity through October
2012," S&P said.

"Leverage is improved as a result of the restructuring process and
recent equity contributions, but remains elevated in our opinion.
Debt-to-total capitalization is projected to be 68% pro forma for
the new $30 million equity investment and proposed note issuance,
down from 74% at the end of the third quarter 2012 and 143% prior
to the restructuring process. Homebuilding debt-to-EBITDA on a
trailing-12-month basis was close to 17x (excluding land sales).
While we expect this measure to decline as volume strengthens, it
should remain above that of most rated builders over the next
year," S&P said.

"In the first two full quarters since its emergence, the company's
new home deliveries were up 56%, backlog has doubled, and adjusted
gross margins expanded by 440 basis points over those of the prior
year. Our base-case scenario analysis assumes that the company
continues to report operational improvements as a result of a
relatively stronger housing market and increased flexibility from
recent equity investments. We also expect William Lyon to invest
the new capital and utilize existing land holdings to expand its
relatively modest homebuilding platform over the next two years.
Consequently, we project debt-to-EBITDA to fall to the 13x-14x
range in 2013. We do not forecast EBITDA to fully cover interest
incurred for the full year 2013," S&P said.

                             Liquidity

"William Lyon's liquidity is adequate to meet its existing working
capital needs over the next 12 months, in our view. We base our
liquidity assessment on these factors: We expect the company's
liquidity sources (including cash and EBITDA) over the next year
to exceed its uses by over 1.2x; and There are no material debt
maturities until November 2020," S&P said.

"William Lyon's sources of liquidity, pro forma, for the note
issuance and equity raise included $77 million of unrestricted
cash and any proceeds from the potential future sale of land. The
company is also pursuing commitments of up to $75 million for a
new first lien revolving credit facility and our current ratings
incorporate the expectation that it will be fully available at
closing," S&P said.

"Identified uses of cash over the next 12 months include land
development funding on existing projects for regular working
capital purposes, any discretionary spending on new land and
development, and a projected $25 million to $30 million of
interest expense. We project operating cash flow to be modestly
negative over the next year," S&P said.

                        Recovery analysis

"The '4' recovery rating on William Lyon's proposed senior
unsecured notes indicates our expectation for an average (30%-50%)
recovery in the event of a payment default," S&P said.

                             Outlook

"The stable outlook reflects our expectation that William Lyon's
operating performance will continue to improve as a result of a
relatively stronger housing market and increased flexibility from
recent equity investments and debt reduction. We would consider a
downgrade if the company's liquidity becomes constrained, covenant
cushions materially decline, or macroeconomic conditions cause the
housing market to take another sharp turn downward. We view an
upgrade as less likely in the next 12 months given the smaller
size of the company's homebuilding operations and its still
elevated leverage position," S&P said.

Ratings List

Ratings Assigned
William Lyon Homes Inc.
Corporate credit             B-/Stable/--
$300 million notes           B-
Recovery rating              4


* BOOK REVIEW: Learning Leadership
----------------------------------
Author: Abraham Zaleznik
Publisher: Beard Books
Hardcover: 548 pages
Listprice: $34.95
Review by Henry Berry

The lesson in Learning Leadership -- The Abuse of Power in
Organizations is to "use power so that substance leads process."
This is done, says the author, by keeping the "content of work at
the center of communication."

The premise of this intriguing book is that many managers,
executives, and other business leaders allow "forms of
communication [to become] the center of work."  As a result,
misguided and counterproductive leadership and management
practices have settled into many organizations.  A culprit is the
popular "how-to" leadership manuals that offer simple, superficial
principles that only skim the surface of leadership. Zaleznik
argues that the primary way to get work done is to put aside
personal agendas and deal directly with those who are involved in
the work.

With this emphasis on substance over process, the concept of
leadership lies not in techniques, but personal qualities.  The
essential personal qualities of leadership are captured by the
"three C's" of competence, character, and compassion.  The author
then delves more deeply into each of these C's.  We learn, for
example, that the three C's are not learned skills.  Competence
entails "building one's power base on talent."

Character and compassion are the two other qualities of a leader
that must be present before there is any talk about methods of
operation, lines of communication, definition of goals, structure
of a team, and the like.  There is more to character that the
common definition of the "quality of the person."  Character also
embraces, says the author, the "code of ethics that prevents the
corruption of power."  Compassion is defined as a "commitment to
use power for the benefit of others, where greed has no place."
This concept of a good leader is not idealized or unrealistic.  It
takes into account human nature and the troubling behavior of many
leaders.  Of course, any position of leadership brings with it
temptations and the potential to abuse power.  Effective leaders
are those who "take responsibility for [their] own neurotic
proclivities," says the author.  They do this out of a sense of
the true purpose of leadership, which is communal benefit.  The
power holder will "avoid the treacheries of an unreasonable sense
of guilt, while recognizing the omnipresence of unconscious
motivation."

Zaleznik's definition of the essentials of leadership comes from
his study of notable (and sometime notorious) leaders.  Some tales
are cautionary.  The Fashion Shoe Company illustrates the problems
that can occur when a leader allows action to overcome thought.
The Brandon Corporation illustrates the opposite leadership
failing -- allowing thought to inhibit action. Taken together, the
two examples suggest that balance is needed for good leadership.
Andrew Carnegie exemplifies the struggle between charisma and
guilt that affects some leaders.  Frederick Winslow Taylor is seen
by the author as an obsessed leader.  From his behavior in the
Sicilian campaign in World War II, General Patton is characterized
as a leader who violated the code binding leaders and those they
lead.

With his training in psychoanalysis and his experience in the
business field, Zaleznik's leadership dissections and discussions
are instructive.  The reader will find Learning Leadership -- The
Abuse of Power in Organizations to be an engaging text on the
human qualities and frailties of leaders.

Abraham Zaleznik is emeritus Konosuke Matsushita Professor of
Leadership at the Harvard Business School.  He is also a certified
psychoanalyst.



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2012.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.


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