TCR_Public/121105.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 5, 2012, Vol. 16, No. 308

                            Headlines

189 AVEC: Case Summary & 4 Unsecured Creditors
319-321 JEFFERSON: Case Summary & 12 Unsecured Creditors
38 STUDIOS: Former Chairman, Wells Fargo Sued by Rhode Island
A123 SYSTEMS: Fisker Balks at Bid to Scrap Contract
A123 SYSTEMS: Committee Formation Extended Due to Sandy

AE BIOFUELS: Files 2011 Annual Report, Had $18.3-Mil. Loss
ALT HOTEL: DiamondRock Has $71MM Settlement; Plan Confirmed
AMERICAN AIRLINES: Settles Dispute With Sabre Over Travel Bookings
AMERICAN AIRLINES: Calls Marathon Bid for Examiner Delay Tactic
AMERICAN AIRLINES: Purchase of 787-823 Plane Approved

AMERICAN AIRLINES: Seeks to Expand Skyworks Services
BIG CYPRESS: Case Summary & 11 Unsecured Creditors
BIONOVO INC.: Seeks Chapter 7 Liquidation
BLACK PRESS: S&P Cuts CCR to 'B-' on Weak Operating Performance
BLUE SPRINGS: Wants Plan Filing Exclusivity Extended to Feb. 14

BOMBARDIER RECREATIONAL: Moody's Affirms 'B1' CFR; Outlook Stable
BOMBARDIER RECREATIONAL: S&P Affirms 'B+' CCR on Debt Refinancing
BON-TON STORES: Amends Loan Agreement with Bank of America
BUILDERS FIRSTSOURCE: Files Form 10-Q; Incurs $13.5MM Loss in Q3
CAESARS ENTERTAINMENT: Incurs $503.4 Million Net Loss in Q3

CASCADE AG: Has Interim Access to Cash Collateral Until Nov. 6
CASCADE AG: Seeks Final Order to Obtain Secured Loan from OPCB
CELL THERAPEUTICS: Has $10.8 Million Net Loss in September
CELL THERAPEUTICS: Inks Settlement With Former President
CHRYSLER LLC: TRWE Escapes Defect Indemnity Suit

CIF BARCELONETA: Case Summary & 20 Largest Unsecured Creditors
CLEAN HARBORS: S&P Puts 'BB+' CCR on Watch on Acquisition Pact
CLEARWIRE CORP: Mount Kellett Owns 7.7% of Class A Shares
COMMONWEALTH BIOTECH: Fornova Claim Is Equitably Subordinated
COMPETITIVE TECHNOLOGIES: Carl O'Connell Named President and CEO

COUSINS INT'L: Case Summary & 20 Largest Unsecured Creditors
CROWN MEDIA: Reports $11.5 Million Net Income in Third Quarter
CROWN MEDIA: To Offset $700-Mil. of NOLs Against Taxable Income
CROWN MEDIA: Hallmark Cards Owns 90.3% of Class A Shares
DANA GAS: UAE Company Misses Payment on $920MM Islamic Bonds

DANIEL MILES: Clawback Suit v. Landlord Survives Dismissal Bid
DANIEL MILES: Clawback Suit v. Ex-Lover Survives Dismissal Bid
DEMUZIO CAPITAL: Court Orders $3MM Payment Over Forex Fraud
DAFFY'S INC: GA Keen to Market High-Fashion Discount Stores
DEWEY & LEBOEUF: Creditors Want Ex-Partners Committee Dissolved

DIGITAL DOMAIN: Faces Questions Over Bankruptcy Settlement
DUNES MOTEL: Case Summary & 2 Largest Unsecured Creditors
EAST COAST: Case Summary & 17 Unsecured Creditors
EASY FINANCING: Case Summary & 20 Largest Unsecured Creditors
EDIETS.COM INC: Signs Definitive Merger Agreement with ASTV

EDISON MISSION: Incurs $162 Million Net Loss in Third Quarter
EDISON MISSION: May File for Bankruptcy Protection
ELPIDA MEMORY: Tokyo District Court Picks Micron as Buyer
EME HOMER: Incurs $180 Million Net Loss in Third Quarter
FIRST FINANCIAL: Closing of Sale Agreement Extended to Nov. 14

FIRST MARINER: Reports $7.9 Million Net Income in Third Quarter
GARLOCK SEALING: Wants Asbestos Claimants Barred From Injury Case
GATEHOUSE MEDIA: Incurs $9.4 Million Net Loss in Third Quarter
GENERAL MOTORS: Dist. Court Rejects Employee's Retaliation Claim
GRAY TELEVISION: Reports $15.8 Million Net Income in 3rd Quarter

GROUPON INC: SEC Completes Review Over Financial Restatement
GUITAMMER COMPANY: Had $261,600 Net Loss in Third Quarter
HARVARD ANNE: Case Summary & 2 Unsecured Creditors
HOSTESS BRANDS: Judge Approves Settlements With Seven Unions
IMPERIAL CAPITAL: FDIC Appeal on Directors Probe Ruling Nixed

INDIANAPOLIS DOWNS: Judge Okays $500-Mil. Sale to Rival Centaur
INFUSYSTEM HOLDINGS: Leap Tide Discloses 6.3% Equity Stake
INSPIRATION BIOPHARMACEUTICALS: Seeks to Sell Assets in Ch. 11
INVESTOR 2006: Case Summary & 9 Unsecured Creditors
J&J HOLDINGS: Case Summary & 20 Largest Unsecured Creditors

JEFFERSON 28K: Case Summary & 2 Unsecured Creditors
JERRY'S NUGGET: Can Use Cash Collateral Thru Entry of Final Order
LE-NATURE'S INC: Marshall Files $184MM Suit Over Inflated Price
LEHMAN BROTHERS: Demands Giants' Compliance With Subpoenas
LEHMAN BROTHERS: LBI Proposes Claims Settlement Procedures

LEHMAN BROTHERS: LBI Assets at $25.955 Billion as of Sept. 30
LEHMAN BROTHERS: Has $14.3 Billion in Restricted Cash at Sept. 30
MG FORGE: Case Summary & 20 Largest Unsecured Creditors
MGM RESORTS: Incurs $181.1 Million Net Loss in Third Quarter
MICROVISION INC: Amends Last Year's 10-K to Include Opinion

MILLER BROS: Case Summary & 20 Largest Unsecured Creditors
MISSION NEWENERGY: Grant Thornton Raises Going Concern Doubt
MISSION WEST: To Liquidate, Sell Properties to DivcoWest, TPG
NAVISTAR INTERNATIONAL: To Close Garland Truck Plant
NEWPAGE CORP: Asks Judge's Approval for $850MM Exit Financing

NORTHERN TIER: Moody's Rates $275MM Senior Secured Notes 'B1'
NORTHERN TIER: S&P Gives 'BB-' Rating on New Senior Secured Notes
NOVA FINANCIAL: Capital Woes Spur Chapter 7 Liquidation
ORIENTAL TRADING: Berkshire to Buy Toy Retailer for $500MM
PACER MANAGEMENT: Wants Access to Cash Collateral Until Jan. 11

PEREGRINE FINANCIAL: Chapter 7 Trustee to Subpoena Auditor
PITTSBURGH CORNING: Prices $250 Million of Senior Unsecured Notes
POWERWAVE TECHNOLOGIES: John Clendenin to Retire as Director
QUANTUM CORP: Peter Feld Discloses 15.9% Equity Stake
QUANTUM CORP: Prices $60-Mil. of 4.50% Convertible Senior Notes

REALOGY CORP: Incurs $33 Million Net Loss in Third Quarter
RONNIE SWIFT: Court Rejects Plan That Protects Non-Debtor
RESURRECTION CATHOLIC: Case Summary & 20 Largest Unsec. Creditors
RONALD PHILLIPS: Case Summary & 20 Largest Unsecured Creditors
ROOMSTORE INC: Sleepy's, Longroad Vie for Mattress Discounters

SAN BERNARDINO: Says It Chopped $29 Million From Deficit
SAN BERNARDINO, CA: To Defer CalPERS Payments Amid Ch. 9 Woes
SHAMROCK-HOSTMARK: Plan Filing Period Extended Until Jan. 31
SHARP CORP: Faces Material Doubt on Survival After Wider Loss
SINCLAIR BROADCAST: Posts $26.3-Mil. Net Income in 3rd Quarter

SMILE BRANDS: Moody's Cuts CFR/PDR to 'B3'; Outlook Negative
SOLYNDRA LLC: Approval of Bankruptcy Plan Faces Appeal by IRS
SPEIGHT FAMILY: Case Summary & 2 Unsecured Creditors
SPORTS AUTHORITY: Moody's Rates $630MM Sr. Sec. Term Loan 'B3'
SUBMARINA, INC: Case Summary & 20 Largest Unsecured Creditors

SURF'S WILMINGTON: Case Summary & 19 Largest Unsecured Creditors
T3 MOTION: Receives Delisting Notice From NYSE MKT
THINKFILM LLC: Judge Denies Bid to Withdraw Film Library Suit
THERAPEUTIC SOLUTIONS: PLS CPA Raises Going Concern Doubt
TITAN PHARMACEUTICALS: Files New Drug Application for Probuphine

TK1 INVESTMENTS: Case Summary & 2 Unsecured Creditors
TONI BRAXTON: Case Trustee Sues Ex-Husband to Recoup $53,490
TRANS-LUX CORP: Reports $739,000 Net Income in Second Quarter
USEC INC: Reports $4.5 Million Net Income in Third Quarter
VALENCE TECHNOLOGY: Seeks 60-Day Plan-Filing Extension

VELTEX CORPORATION: Awarded Damages in Utah State Court Matter
VERTIS COMMUNICATIONS: Wins Court OK for Auction Procedures
WARNACO GROUP: Moody's Reviews 'Ba1' CFR/PDR for Downgrade
WESTINGHOUSE SOLAR: Had $2.2-Million Net Loss in Third Quarter
WESTMORELAND COAL: S&P Raises CCR to 'B-' on Improved Liquidity

WINN PROFESSIONAL: Case Summary & 12 Unsecured Creditors
XEBEX CORPORATION: Case Summary & 20 Largest Unsecured Creditors

* 2 Faegre Baker Lawyers Appointed to Bankruptcy Bench

* Canada August Bankruptcies Rise 4.5%, Superintendent Reports
* Global Regulators to Cut List of Too-Big-To-Fail Banks to 28

* Jones Day, K&L Gates Attorneys Join Barnes & Thornburg

* BOND PRICING: For Week From Oct. 29 to Nov. 2, 2012

                            *********

189 AVEC: Case Summary & 4 Unsecured Creditors
----------------------------------------------
Debtor: 189 Avec Moi LLC
        P.O. Box 1225
        Seaford, NY 11783

Bankruptcy Case No.: 12-14415

Chapter 11 Petition Date: October 26, 2012

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  RATTET PASTERNAK, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  E-mail: jsp@rattetlaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its four largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nysb12-14415.pdf

The petition was signed by John Ruha, managing member.


319-321 JEFFERSON: Case Summary & 12 Unsecured Creditors
--------------------------------------------------------
Debtor: 319-321 Jefferson Street, LLC
        321 S. Jefferson St., 3rd Floor
        Chicago, IL 60661

Bankruptcy Case No.: 12-42529

Chapter 11 Petition Date: October 26, 2012

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Robert W. Glantz, Esq.
                  SHAW FISHMAN GLANTZ & TOWBIN LLC
                  321 N. Clark St., Suite 800
                  Chicago, IL 60654
                  Tel: (312) 541-0151
                  Fax: (312) 980-3888
                  E-mail: rglantz@shawfishman.com

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

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

A copy of the Company's list of its 12 unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ilnb12-42529.pdf

The petition was signed by Thomas V. Economou, manager.


38 STUDIOS: Former Chairman, Wells Fargo Sued by Rhode Island
-------------------------------------------------------------
Don Jeffrey at Bloomberg News reports the Rhode Island Economic
Development Corp. sued Wells Fargo & Co., Barclays Plc and Curt
Schilling, the former chairman of video-game maker 38 Studios LLC,
claiming that undisclosed risks led to the bankruptcy of the
company.  The banks and Mr. Schilling, the former Boston Red Sox
pitcher who founded 38 Studios, didn't disclose to the state's
economic development organization the negative information about
the company's financial projections and business plan, according
to a filing Nov. 1 in Rhode Island Superior Court.  "38 Studios
failed because of risks that had not been disclosed to the EDC
board, but were or should have been known by" the defendants, the
state said in the complaint.

The EDC board in 2010 approved the issuance of $75 million in
bonds to finance a loan to allow 38 Studios to move to Providence,
Rhode Island, from Massachusetts and complete a multiplayer online
game called Copernicus.  The company hadn't yet published a video
game, according to the complaint.  The board's advisers mentioned
the risks and the board concluded that the "merits and benefits of
the transaction were sufficient" to justify taking them, the EDC
said.  Those risks included the company's lack of a track record
and its ability to finish developing the game on time and within
its budget, according to the complaint.

                         Placement Agents

"Even with the loan from the EDC, 38 Studios was undercapitalized
by many millions of dollars and would not have nearly enough money
to relocate to Rhode Island and complete Copernicus," according to
the complaint.

The report notes that Wells Fargo and Barclays were the placement
agents for the $75 million loan.  "We are reviewing this matter
and have no comment at this time," Dana Obrist, a spokeswoman for
San Francisco-based Wells Fargo, said in an e-mail.  Mark Lane, a
spokesman for London based Barclays, declined to comment.  Katie
Leighton, a spokeswoman for Schilling, didn't respond to messages
seeking comment on the suit.  "For your tax dollars to be
squandered is unacceptable," Rhode Island Governor Lincoln Chafee
said in a statement Nov. 1.  "The board's legal action was taken
to rectify a grave injustice put upon the people of Rhode Island."

The Bloomberg report discloses that among those also sued were
First Southwest Co., the EDC's financial adviser for the loan;
Starr Indemnity & Liability Co., an insurer for 38 Studios; Adler
Pollock & Sheehan, the law firm that represented the board; Keith
Stokes, the EDC's former executive director; and other officers
and directors of 38.  The EDC and Bank of New York Mellon Trust
Co. won court approval in August to take possession of 38 Studios'
assets.

                         About 38 Studios

38 Studios LLC, a video-game developer founded by former Boston
Red Sox pitcher Curt Schilling, filed for liquidation on June 8,
2012, without attempting to reorganize.  Although based in
Providence, Rhode Island, the company filed the Chapter 7 petition
in Delaware (Case No. 12-11743).


A123 SYSTEMS: Fisker Balks at Bid to Scrap Contract
---------------------------------------------------
Patrick Fitzgerald at Dow Jones' Daily Bankruptcy Review reports
that electric car maker Fisker Automotive Inc. says recently
bankrupt battery maker A123 Systems Inc.'s bid to scrap their
contract will "severely harm" its business.

Jamie Santo at Bankruptcy Law360 reports that Fisker on Tuesday
protested A123 Systems' request to reject its contract with the
electric car company, saying the groundless motion would hurt
Fisker while burdening the bankrupt battery maker's estate with a
claim that could top $100 million.

                        About A123 Systems

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

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

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

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

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

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  Wanxiang America Corporation
and Wanxiang Clean Energy USA Corp. are represented in the case by
lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin
LLP.


A123 SYSTEMS: Committee Formation Extended Due to Sandy
-------------------------------------------------------
The U.S. Trustee, the branch of the Justice Department that
ensures bankruptcy rules are followed, extended the period for
forming a committee of unsecured creditors in the bankruptcy case
of A123 Systems Inc. due to Hurricane Sandy.  The superstorm that
wreaked havoc on the East Coast, leaving millions of people
without power and others without homes, forced the U.S. Bankruptcy
Court in Wilmington, Delaware, to be closed for the first two days
of last week.  Any unsecured creditor interested to serve on the
official committee was required respond to a questionnaire Nov. 1.
Chosen creditors were to be notified Nov. 2 and can listen to a
telephonic briefing the same day.

                        About A123 Systems

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

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

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

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

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

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  Wanxiang America Corporation
and Wanxiang Clean Energy USA Corp. are represented in the case by
lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin
LLP.


AE BIOFUELS: Files 2011 Annual Report, Had $18.3-Mil. Loss
----------------------------------------------------------
Aemetis, inc., formerly known as AE Biofuels Inc., filed with the
U.S. Securities and Exchange Commission its 2011 annual report and
its quarterly reports for the first and second quarter of 2012.

Aemetis disclosed a net loss of $18.29 million on $141.85 million
of revenue for the year ended Dec. 31, 2011, compared with a net
loss of $8.56 million on $8.13 million of revenue during the prior
year.

"The construction, repairs, and upgrades of our ethanol and
biodiesel plants, along with working capital, were financed in
part through debt facilities.  We may need to seek additional
financing to continue or grow our operations.  However, our recent
financial performance and generally unfavorable credit market
conditions may make it difficult to obtain necessary capital or
additional debt financing on commercially viable terms or at all.
If we are unable to pay our debt we may be forced to delay or
cancel capital expenditures, sell assets, restructure our
indebtedness, seek additional financing, or file for bankruptcy,"
the Company said in its 2011 Form 10-K.  A copy of the 2011 Annual
Report is available at http://is.gd/xErkPu

The Company incurred a net loss of $8.36 million on $44.19 million
of revenue for the three months ended March 31, 2012, compared
with a net loss of $4.26 million on $738,469 of revenue for the
same period during the prior year.  A copy of the Q1 Form 10-Q is
available for free at http://is.gd/AJeAbj

The Company reported a net loss of $18.11 million on $88.47
million of revenue for the six months ended June 30, 2012,
compared with a net loss of $10.63 million on $27.99 million of
revenue for the same period during the prior year.  For the three
months ended June 30, 2012, the Company reported a net loss of
$9.74 million on $44.27 million of revenue, in comparison with a
net loss of $6.36 million on $27.25 million of revenue for the
same period during the prior year.

The Company's balance sheet at June 30, 2012, showed $24.68
million in total assets, $62.10 million in total liabilities and a
$37.41 million total stockholders' deficit.  A copy of the Q2 Form
10-Q is available for free at http://is.gd/iVPcuu

                         About AE Biofuels

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

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

McGladrey LLP, in Des Moines, Iowa, did not issue a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2011.


ALT HOTEL: DiamondRock Has $71MM Settlement; Plan Confirmed
-----------------------------------------------------------
DiamondRock Hospitality Company announced that it reached a
settlement of the bankruptcy and related litigation involving the
Allerton Hotel.

"This settlement allows DiamondRock to receive a meaningful return
on its original distressed debt investment in the Allerton Hotel
with a combination of a cash payment and restructured mortgage
loan totaling $71 million.  We look forward to generating a strong
cash yield from our investment in the Allerton Hotel mortgage
debt.  In addition, we are optimistic that the current owners will
successfully restore the hotel to its historic place among the
hotels on Magnificent Mile," stated Mark W. Brugger, Chief
Executive Officer of DiamondRock Hospitality Company.

In exchange for resolving its objection to the plan of
reorganization filed by affiliates of Petra Capital Management,
DiamondRock will receive a $5 million principal payment and will
restructure the debt it currently holds into a $66 million senior
mortgage loan with a four-year term (plus a one year extension
option), bearing interest at 5.5%.  The settlement, which has been
approved by the United States Bankruptcy Court in the Northern
District of Illinois, is subject to certain closing conditions.

If these conditions are not met by January 18, 2013, including the
payment of $5 million, then the Allerton Hotel will be sold
pursuant to an auction in accordance with the Bankruptcy Code, in
which case the Company would have a $71 million claim in the sale
process.  In 2010 the Company paid approximately $60 million for
this distressed debt.

The interest income and legal fees related to the Company's
interest in the Allerton hotel have been excluded, and will
continue to be excluded, from its reported Adjusted EBITDA and
Adjusted FFO during 2012.  As of September 7, 2012, the Company's
net book value of the mortgage note receivable was approximately
$54.2 million.  The Company intends to include the interest income
from the note in the Company's reported Adjusted EBITDA and
Adjusted FFO starting on January 1, 2013.

                          Chapter 11 Plan

Michael Bathon at Bloomberg News reports that ALT Hotel LLC, an
affiliate of Petra Capital Management LLC, won bankruptcy court
approval of its restructuring plan that pays unsecured creditors
in full over time after resolving DiamondRock's objection,
according to court documents filed Oct. 29.  The settlement
provided that under the plan DiamondRock will get $5 million
payment and will restructure its debt into a $66 million senior
mortgage loan with a four-year term bearing interest at 5.5%, with
a one-year extension option, according to the statement.

Eric Hornbeck at Bankruptcy Law360 reports that Petra Capital and
DiamondRock Hospitality settled their loan repayment dispute in
Illinois bankruptcy court Monday over the landmark Allerton Hotel
in downtown Chicago.

Bankruptcy Law360 says the deal allows Petra affiliate ALT Hotel
LLC to retain control of the 25-story, 443-room Allerton Hotel on
Chicago's Magnificent Mile, according to bankruptcy court filings.
Petra affiliates held a $10 million junior loan on the property.

                   About DiamondRock Hospitality

DiamondRock Hospitality Company -? http://www.drhc.com/-- is a
self-advised real estate investment trust that is an owner of
premium hotel properties.  DiamondRock owns 20 hotels with 9,600
guestrooms.

                        About ALT Hotel LLC

ALT Hotel, LLC's sole asset is the Allerton Hotel located in the
"Magnificent Mile" area of Chicago.  The Hotel is managed by Kokua
Hospitality, LLC, pursuant to a Hotel Management Agreement, dated
Nov. 9, 2006.  Kokua is the exclusive manager and operator of the
Hotel, and receives management fees for its services, with the
amount of such fees directly linked to the annual performance of
the Hotel.  Hotel Allerton Mezz, LLC, is the sole member of ALT
Hotel.

ALT Hotel filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case
No. 11-19401) on May 5, 2011.  Judge A. Benjamin Goldgar presides
over the case.  Neal L. Wolf, Esq., Dean C. Gramlich, Esq., and
Jordan M. Litwin, Esq., at Neal Wolf & Associates, LLC, in
Chicago, Illinois, serve as bankruptcy counsel to the Debtor.  In
its petition, the Debtor estimated $100 million to $500 million in
assets and $50 million to $100 million in debts.  FTI Consulting
serves as the Debtor's financial advisors.  Affiliate PETRA Fund
REIT Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
10-15500) on Oct. 20, 2010.


AMERICAN AIRLINES: Settles Dispute With Sabre Over Travel Bookings
------------------------------------------------------------------
Sabre Holdings and American Airlines, Inc., have settled their
disputes and have renewed their current distribution agreement for
multiple years.  American has also agreed to negotiate with Sabre
for additional technology services in the future.

As part of the settlement, American Airlines will receive a
monetary payment from Sabre.  American will continue pursuing its
direct connect initiative.  Additional information will be
announced at a later date.  Terms of the settlement and
distribution agreements require review and approval by the court
presiding over AMR Corporation's restructuring procedures.

Michael Bathon at Bloomberg News reports that Sabre Holdings is
the flight data and reservation business that American spun off in
2000 and later accused of trying to crush competition from its
former parent.

According to Bloomberg, the airline will receive an unspecified
sum of money from Sabre.  The settlement comes one week into the
Fort Worth, Texas, state court jury trial of a lawsuit in which
American claimed Sabre units doubled fees for displaying the
airline's data on its system, suppressed that data and organized a
boycott to punish the carrier for trying to develop a new data and
reservation system.

The report relates that created by American in 1960 and spun off
in 2000, Southlake, Texas-based Sabre operates the world's most
extensive flight data and reservations network, linking more than
350,000 travel agents to more than 400 airlines through its global
distribution system, or GDS, according to its website.  It also
runs the online bookings site Travelocity.  Travel agent sales of
American plane tickets through Sabre's system comprised the
carrier's largest non-direct source of bookings, accounting for
more than $7.7 billion in revenue in 2010, according to a January
2012 court filing by the airline.

The settlement requires approval from the judge overseeing that
case, according to Nov. 1 statement.

The case is American Airlines Inc. v. Sabre Inc., 067-249214-10,
Tarrant County, Texas, District Court for the 67th Judicial
District.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Calls Marathon Bid for Examiner Delay Tactic
---------------------------------------------------------------
David McLaughlin at Bloomberg News reports that AMR Corp., the
airline restructuring in bankruptcy, urged a judge to deny a
request by Marathon Asset Management LP for a court-ordered
investigation into an aircraft deal, saying it's an "improper
litigation tactic."

According to the report, the hedge fund is trying to delay AMR's
reorganization efforts and approval of a proposed settlement
related to aircraft financing, the parent of American Airlines
said in a filing Nov. 1 in U.S. Bankruptcy Court in Manhattan.

"The appointment of an examiner is unnecessary and inappropriate,"
the carrier said, accusing Marathon of raising "baseless
allegations and conjecture."

The report relates that Marathon wants an examiner to investigate
a move by American Airlines before its bankruptcy filing to assume
$2.26 billion in debt American Eagle owed to lenders in exchange
for regional jets.  The hedge fund says there are "serious
questions" about whether American received fair value in exchange
for incurring the debt.

The Bloomberg report discloses that AMR said it conducted "a
thorough and independent investigation" of the transaction with
American Eagle and that an examiner would duplicate that review.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Purchase of 787-823 Plane Approved
-----------------------------------------------------
Judge Sean Lane gave American Airlines Inc. the go-signal to
purchase from The Boeing Co. a Boeing 737-823 bearing U.S.
Registration No. N906NN, and to implement a sale and simultaneous
leaseback of the aircraft with International Lease Finance Corp.

Since its bankruptcy filing, American Airlines has sought and
obtained court approval to purchase almost 40 aircraft from
Boeing and enter into sale and leaseback transactions with
respect to the purchased aircraft.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Seeks to Expand Skyworks Services
----------------------------------------------------
AMR Corp. filed a supplemental application to expand the scope of
services of SkyWorks Capital, LLC.

AMR requested that the firm also provide advisory services in
connection with American Airlines Inc.'s desire to pursue a
regional jet aircraft order, and obtain manufacturer financing or
backstop financing in connection with the order pursuant to an
engagement agreement between the airline and SkyWorks dated
October 22, 2012.  The agreement can be accessed for free at
http://bankrupt.com/misc/AMR_AgreementSCLLC102212.pdf

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

                      About American Airlines

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

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

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

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

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

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

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

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


BIG CYPRESS: Case Summary & 11 Unsecured Creditors
--------------------------------------------------
Debtor: Big Cypress Asset Management, LLC
        dba Waters Car Spa
        5821 Silver Moon Avenue
        Tampa, FL 33625

Bankruptcy Case No.: 12-16264

Chapter 11 Petition Date: October 26, 2012

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543
                  E-mail: Buddy@tampaesq.com

Scheduled Assets: $697,018

Scheduled Liabilities: $1,670,397

A copy of the Company's list of its 11 unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/flmb12-16264.pdf

The petition was signed by Todd R. Palmer, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Palmer, Todd & Keri                    12-16265   10/26/12


BIONOVO INC.: Seeks Chapter 7 Liquidation
-----------------------------------------
BankruptcyData.com reports that Bionovo, Inc., filed for Chapter 7
bankruptcy (Bankr. N.D. Calif. Case No. 12-48725).  The Company is
represented by John W. Lucas of Pachulski Stang Ziehl & Jones.

On March 9, 2012, the Company announced that it reduced its
workforce by over 90%, leaving just five employees.  In its most
recent 10-Q filed with the SEC, Bionovo explained, "The Company
has experienced and continues to experience operating losses and
negative cash flows from operations, as well as an ongoing
requirement for substantial additional capital investment.  In
order to continue as a going concern, the Company must obtain
additional financing urgently . . . If the Company is not
successful in its efforts to raise additional funds in the near
term, the Company may be required to sell its capital equipment at
a significant discount or discontinue operations altogether."

Bionovo operates as a late stage clinical drug discovery and
development company focusing on women's health and cancer.


BLACK PRESS: S&P Cuts CCR to 'B-' on Weak Operating Performance
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Victoria, B.C.-based Black Press Ltd. to 'B-'
from 'B'. The outlook is negative.

"We base the downgrade on our view that Black Press' operating
performance will remain weak in the medium term due to difficult
industry fundamentals. While revenue remained largely flat for the
six months ended Aug. 31, 2012, compared with the same period last
year, reported EBITDA was down 6.3% during this period. Given the
lackluster economy and declining newspaper print advertising
sales, we expect the company's performance to remain sluggish for
the remainder of fiscal 2013 (ending Feb. 28, 2013). Furthermore,
Black Press faces refinancing risk with its senior secured bank
facilities maturing in August 2013 and senior subordinated notes
maturing in February 2014," S&P said.

"At the same time, we revised our recovery rating on the company's
senior secured bank debt to '1' from '2', and affirmed our 'B+'
issue-level rating (two notches above the corporate credit rating)
on the debt. A '1' recovery rating indicates our expectation of
very high (90%-100%) recovery in the event of default, in contrast
to a '2' recovery rating, which indicates our expectation of
substantial (70%-90%) recovery. We revised the revised recovery
rating based on our view of improved recovery prospects for the
senior secured debt given Black Press' continued repayment of the
debt," S&P said.

                             Rationale

"The ratings on Black Press reflect Standard & Poor's assessment
of the company's vulnerable business risk profile and highly
leveraged financial risk profile (as our criteria define the
terms). We base our business risk assessment on the company's weak
operating performance, declining organic revenue base, and lack of
revenue diversification outside of the newspaper publishing
industry. We believe the industry faces long-term secular
pressures related to market share erosion toward online and other
forms of advertising. Partially offsetting these business risk
factors, we believe, is the company's solid market position within
several of its regions. Our financial risk assessment is based on
Black Press' aggressive financial policy, weak credit protection
measures, high debt burden, and tight leverage covenant cushion,"
S&P said.

"Black Press has followed a clustering strategy with its portfolio
of newspapers. Western Canada is the company's core geographic
market, generating 71% of revenue in the six months ended Aug. 31,
2012, with Ohio and Washington State making up the balance. Black
Press' revenue declined 0.9% in the six months ended Aug. 31,
2012, compared with the same period in fiscal 2012, largely
because of lower advertising sales and reduced printing revenue,
partially offset by the contribution from U.S. acquisitions and
favorable foreign exchange. We believe the company's key source of
revenue, newspaper print advertising sales, will remain soft
compared with historical performance. The reported EBITDA margin
declined to 19.6% in the first-half fiscal 2013 compared with
20.7% for the same period the year before," S&P said.

S&P's base case scenario for Black Press in fiscal 2013 expects:

  * Revenue to decline on an organic basis in the low-single-digit
    percent area due largely to lower advertising sales;

  * Margins to be pressured from the expected decline in revenue
    combined with the company's relatively high fixed-cost base;

  * Newsprint costs to have no significant impact on margins this
    year; and

  * Free cash flow to remain sufficient to support term loan
    amortization.

"While Black Press' debt balance has declined this year from
scheduled amortization payments and the cash flow sweep, EBITDA
also declined resulting in flat-to-weaker credit protection
measures year-over-year. Adjusted debt to EBITDA of 5.0x in the 12
months ended Aug. 31, 2012, is unchanged year-over-year; while
EBITDA interest coverage weakened to about 2.2x during this period
from 2.9x for the 12 months ended Aug. 31, 2011, due to lower
EBITDA and higher interest costs. We expect credit measures to
remain in line with the ratings category in the next year," S&P
said.

                           Liquidity

S&P believes Black Press has less-than-adequate liquidity based on
refinancing risk and the company's tight leverage covenant
cushion. Relevant expectations and assumptions in its assessment
of Black Press' liquidity profile are:

  * Its sources of liquidity are free cash flow and cash.

  * The company was compliant with its financial covenants at Aug.
    31, 2012, including a maximum 4.75x debt-to-EBITDA ratio and a
    minimum 2.00x EBITDA interest coverage ratio. However,
    compliance with the leverage covenant would not have survived
    a 15% drop in EBITDA at Aug. 31, which is the minimum required
    for S&P's definition of adequate liquidity.

  * S&P believes Black Press will generate sufficient cash flow in
    fiscal 2013 to support term loan amortization and capital
    expenditures," S&P said.

  * Black Press is subject to a cash flow sweep (as defined in the
    credit agreement) as long as debt to EBITDA exceeds 3.75x,
    which has resulted in debt repayment above the scheduled
    amortization.

  * The company faces refinancing risk as its senior secured bank
    facilities mature in August 2013 and senior subordinated notes
    mature in February 2014.

                        Recovery Analysis

S&P rates Black Press' senior secured bank debt 'B+' (two notches
above the corporate credit rating on the company), with a '1'
recovery rating indicating its expectation of very high (90%-100%)
recovery in the event of default.

                            Outlook

"The negative outlook reflects our expectation that we could lower
the ratings on Black Press in the near term if the company fails
to address its refinancing risk. In addition, we could consider
lowering our ratings on Black Press if operating performance
weakens more than we expect, if adjusted debt to EBITDA is above
6x, or if there is less than a 10% EBITDA cushion within the
financial covenants. We could revise the outlook to stable after
completion of the refinancing for the company's debt coming due in
the next 18 months, as well as if the company demonstrates
sustainable improvement in its operating performance, including
revenue and margin stability, which we expect would result in
adequate covenant cushion with continued debt repayment," S&P
said.

Black Press is a private company and does not release financial
information publicly.

Ratings List
                               To              From
Black Press Ltd.
Corporate credit rating        B-/Negative/--  B/Negative/--

Ratings Affirmed/
Recovery Rating Revised
                               To              From
Black Press Group Ltd.
Senior secured debt            B+              B+
Recovery rating                1               2
Black Press U.S. Partnership
Senior secured debt            B+              B+
Recovery rating                1               2


BLUE SPRINGS: Wants Plan Filing Exclusivity Extended to Feb. 14
---------------------------------------------------------------
Blue Springs Ford Sales, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware to further extend its exclusive periods
to file and solicit acceptances of a Chapter 11 plan until
Feb. 14, 2013, and April 15, 2013, respectively.

In its request to extend the plan filing period beyond Nov. 16,
2012, the Debtor says it needs to accommodate the review and, if
necessary, the resolution of claims filed in order that a plan of
reorganization may take all timely and proper claims into
consideration.  The final date for all creditors to file proofs of
claim is Nov. 16, 2012, which is the same date as the current
exclusive filing period.

In addition, the Debtor says it has accomplished a significant
amount in the short time since the Petition Date to lay the
foundation necessary for a viable and successful plan
of reorganization.  Further, the Debtor says it has paid and
continues to pay its post-petition expenses as they become due and
adequate cash and lines of credit are in place to pay
administrative claims in the future.

                         Blue Springs Ford

Blue Springs Ford Sales, Inc. -- http://www.bluespringsford.com/
-- is a Ford dealer, serving Blue Springs in Missouri.  A jury
verdict assessing actual damages of $171,500 and punitive damages
in the amount of $1.75 million (54 times the actual damages)
prompted Blue Springs Ford to seek Chapter 11 protection.  The
judgment was on account of a suit filed by a customer in Circuit
Court of Jackson County, Missouri, under a variety of legal
claims, including, but not limited to, the company's alleged
failure to adequately disclose a full detailed vehicle history
report in connection with a sale of a used Ford.

Blue Springs Ford filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-10982) on March 21, 2012, listing $10 million to $50
million in assets and debts.  Christopher A. Ward, Esq., at
Polsinelli Shughart PC, serves as the Debtor's counsel.  Donlin
Recano & Company Inc. serves as the Debtor's claims agent.  The
petition was signed by Robert C. Balderston, president.

Delaware Bankruptcy Judge Mary F. Walrath in a March 28 order
transferred the case's venue following an oral motion by the
judgment, creditors Kimberly and Michael von David, at a March 23
hearing.  The case was transferred to the U.S. Bankruptcy Court
Western District of Missouri Court (Case No. 12-41176) and
assigned to the Hon. Jerry W. Venters.


BOMBARDIER RECREATIONAL: Moody's Affirms 'B1' CFR; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed Bombardier Recreational
Products Inc.'s ("BRP") B1 corporate family and probability of
default ratings, Ba1 senior secured revolving credit facility
rating, and assigned a B1 rating to BRP's proposed senior secured
term loan. Proceeds from the new $1.05 billion term loan will be
used to refinance $675 million of existing term loans and pay
dividends of $375 million to its private owners ($200 million at
close and $175 million in calendar 2013). The B1 ratings on
existing term loans were affirmed and will be withdrawn when the
refinancing transaction closes. The rating outlook remains stable.

BRP's B1 rating was affirmed as it already incorporated the
potential that a re-leveraging dividend would occur and pro-forma
metrics remain strong for the rating: adjusted Debt/EBITDA
increases to 3.7x from 2.7x and EBITA/Interest decreases to 2.8x
from 3.3x. As well, Moody's expects BRP to de-leverage slightly in
the next 12 to 18 months as stable demand for existing products
and growth from new product introductions drives improved
profitability and free cash flow.

Ratings Rationale

BRP's B1 corporate family rating primarily reflects event risk
related to its majority ownership by financial sponsors as well as
the cyclical demand for its high-priced, discretionary products.
The rating also reflects Moody's modest volume growth expectations
for BRP's established products into the medium term due to ongoing
economic challenges, elevated consumer debt and high unemployment
levels. However, the rating considers BRP's well-recognized global
brands and leading market positions, efficient management of
dealer inventory levels, good liquidity, and demonstrated ability
to successfully launch new products. Moody's expects modest
earnings growth and ongoing free cash flow generation will enable
the company's adjusted Debt/ EBITDA to fall below 3.5x within the
next 12 to 18 months.

The rating is stable because Moody's expects BRP to realize modest
earnings growth through the next 12 to 18 months with minimal
deleveraging following the debt-financed dividend
recapitalization.

The rating would be upgraded if BRP's Debt/EBITDA were to decline
and remain below 3x, EBITA/Interest was sustained above 3.5x and
Moody's was to gain confidence that BRP would not be relevered
through shareholder actions. This would be associated with a
material decline in the ownership of BRP by its financial
sponsors. The ratings could be downgraded should increased debt
levels, cash distributions to private owners or earnings
shortfalls result in adjusted Debt/ EBITDA being sustained above
4x and EBITA/ Interest falls below 2x.

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

Bombardier Recreational Products Inc. is a leading global
manufacturer of motorized recreational products, including
snowmobiles, personal watercraft, all-terrain vehicles,
motorcycles and related products. Revenue for the last twelve
months ended July 31, 2012 was $2.9 billion. The company is
headquartered in Valcourt, Quebec, Canada.


BOMBARDIER RECREATIONAL: S&P Affirms 'B+' CCR on Debt Refinancing
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Valcourt, Que.-based recreational products manufacturer Bombardier
Recreational Products Inc. (BRP), including its 'B+' long-term
corporate credit rating on the company. The outlook is stable.
"In addition, we assigned our 'B+' issue-level rating and '4'
recovery rating to BRP's proposed US$1.05 billion senior secured
term loan B due 2018. The '4' recovery rating indicates our
expectation of average (30%-50%) recovery in the event of default.
We understand that proceeds of the new term loan will be used to
refinance existing term debt, pay a special C$375 million
dividend, and for general corporate purposes," S&P said.

                          Rationale

"The ratings on BRP reflect Standard & Poor's view of the
company's 'weak' business risk profile and 'aggressive' financial
risk profile (as our criteria define the terms). We base our
business risk assessment on the volatile demand for the company's
products due to their discretionary nature, which led to sharp
declines in revenue and profit in the last recession, and intense
competition. These factors are partially offset by what we
consider BRP's solid market position in the recreational products
industry, improved operating performance, and well-established
dealer network. Our financial risk assessment is based on the
company's aggressive financial policy and weak credit protection
measures," S&P said.

"BRP manufactures motorized recreational products including
snowmobiles under the Ski-Doo and Lynx brand names, watercraft
under the Sea-Doo name, power sport engines under the Rotax name,
all-terrain vehicles (ATV), side-by-side vehicles and roadsters
under the Can-Am name, and outboard engines under the Evinrude
name. The company's revenues are geographically diversified, with
key markets in the U.S., Canada, and Europe," S&P said.

"Consumer spending for 'big ticket' discretionary items, such as
BRP's snowmobiles, personal watercraft, and ATVs, declined
considerably in 2008 and 2009, but began improving in 2010. Growth
has continued since then, with reported revenue and gross profit
up a significant 21% and 36%, respectively, in the six months
ended July 31, 2012, compared with the same period in 2011,
largely because of increased volume, favorable product mix, and
lower sales incentive costs, partially offset by higher commodity
costs. Management's aggressive cost cutting in the past few years
to better streamline the operations is reflected in BRP's improved
profitability," S&P said.

In its base case scenario for fiscal 2013, Standard & Poor's
expects:

* BRP's good operating performance to continue this year, albeit
   with growth in revenue and gross profit likely to be at a
   slower pace than in fiscal 2012, including low-teen double-
   digit percent revenue growth;

* Cost of goods sold will decline as a percent of revenue,
   leading to improvement in the gross margin; and

* The company will continue to generate positive free cash flow.

"Credit protection measures (adjusted for operating leases,
pension liability, and accounts receivable securitization)
continued to improve because of higher EBITDA, with adjusted debt
to EBITDA of 2.5x for the 12 months ended July 31, 2012, which is
down from 3.8x for the same period last year. Pro forma for the
proposed sizable dividend payment and resulting additional debt,
we expect adjusted debt to EBITDA to rise to about 3.8x, which
remains in line with our guidance for the corporate credit rating
and outlook," S&P said.

                             Liquidity

S&P believes BRP will have adequate liquidity in the next 12
months, with sources exceeding uses by more than 1.2x.  It expects
that net sources would be positive, even with a 15% drop in
EBITDA.  S&P's view is based on these information and assumptions:

* The company's sources of liquidity are: cash, availability
   under the C$350 million asset-backed lending facility due March
   2016, and free cash flow.  S&P believes BRP will generate
   sufficient cash flow in fiscal 2013 to support capital
   expenditures.

* The proposed term loan is expected to amortize by 1% annually.
   The proposed credit agreement includes an excess cash flow
   sweep that begins in 2014, which could result in expected
   higher-than-scheduled amortization of the term loan.

* S&P believes that the company will maintain at least a 15%
   EBITDA cushion on its minimum fixed charge coverage ratio of
   1.1x. The covenant only applies when excess availability (as
   defined in the credit agreement) on the revolver is less than
   C$100 million for seven consecutive days.

* S&P expects BRP to have sound relationships with its banks and
   a generally satisfactory standing in credit markets.

Standard & Poor's understands that the company's liquidity
position can fluctuate significantly from quarter to quarter
because of the seasonal nature of revenues and cash flows.

                      Recovery analysis

"Standard & Poor's rates BRP's senior secured revolving credit
facility 'BB' (two notches above the corporate credit rating on
the company), with a '1' recovery rating, indicating our
expectation of very high (90%-100%) recovery in a default
scenario," S&P said.

"We also rate the company's senior secured term debt 'B+' (the
same as the corporate credit rating on BRP), with a recovery
rating of '4', indicating our expectation of average (30%-50%)
recovery in the event of a default," S&P said.

                           Outlook

"The stable outlook reflects Standard & Poor's opinion that BRP
will sustain improvement in its operating performance and that
credit ratios will be in line with our expectations in the medium
term, including adjusted debt to EBITDA in the 3x-4x range. We
could lower the ratings if the company's financial flexibility
weakens because of poor operating performance or additional
sizable dividends, resulting in adjusted debt to EBITDA above 5x.
Although we recognize the company's good credit metrics for the
ratings and higher margin point to potentially improving
creditworthiness, the ratings on BRP remain constrained at current
levels owing to its ownership structure and future financial
policy considerations," S&P said.

Ratings List
Bombardier Recreational Products Inc.

Ratings Affirmed/Recovery Ratings Unchanged
Corporate credit rating            B+/Stable/--
Senior secured revolver            BB
Recovery rating                    1
Senior secured term debt           B+
Recovery rating                    4

Ratings Assigned
US$1.05 bil. sr secured term debt
due 2018                           B+
Recovery rating                    4


BON-TON STORES: Amends Loan Agreement with Bank of America
----------------------------------------------------------
The Bon-Ton Department Stores, Inc., The Elder-Beerman Stores
Corp., Carson Pirie Scott II, Inc., Bon-Ton Distribution, Inc.,
McRIL, LLC, and The Bon-Ton Stores of Lancaster, Inc., as
borrowers, and The Bon-Ton Stores, Inc., and certain other
subsidiaries as obligors, entered into a First Amendment to the
Second Amended and Restated Loan and Security Agreement with Bank
of America, N.A., as Agent, and certain financial institutions as
lenders, dated March 21, 2011.

Commitments for loans under the Second Amended and Restated Loan
and Security Agreement are in two tranches: Tranche A revolving
commitments of $575 million (which includes a $150 million sub-
line for letters of credit and $75 million for swing line loans)
and Tranche A-1 revolving commitments of $50 million.  The First
Amendment (i) increases the Tranche A-1 revolving commitment to
$100 million, (ii) increases the margins applicable to borrowings
under the Tranche A-1 revolving commitments by 0.25% and (iii)
makes certain other changes to the borrowing base calculations
under the Second Amended and Restated Loan and Security Agreement.

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

                        http://is.gd/xlkn4b

                       About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 276 department
stores, which includes 11 furniture galleries, in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

The Company reported a net loss of $85.81 million on $1.23 billion
of net sales for the 26 weeks ended July 28, 2012, compared with a
net loss of $68.28 million on $1.24 billion of net sales for the
26 weeks ended July 30, 2011.

The Company's balance sheet at July 28, 2012, showed $1.56 billion
in total assets, $1.51 billion in total liabilities and $48.33
million in total shareholders' equity.

                           *     *     *

As reported by the TCR on July 13, 2012, Moody's Investors Service
revised The Bon-Ton Stores, Inc.'s Probability of Default Rating
to Caa1/LD from Caa3.  The Caa1/LD rating reflects the company's
exchange of $330 million of new senior secured notes due 2017 for
$330 million of its unsecured notes due 2014.  Moody's also
affirmed the company's Corporate Family Rating at Caa1 and
affirmed the Caa3 rating assigned to the company's senior
unsecured notes due 2014.

Moody's said the affirmation of the company's 'Caa1' corporate
family rating reflects the company's persistent negative trends in
sales and operating margins and uncertainties that the company's
strategies to reverse these trends will be effective.


BUILDERS FIRSTSOURCE: Files Form 10-Q; Incurs $13.5MM Loss in Q3
----------------------------------------------------------------
Builders FirstSource, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $13.56 million on $291.78 million of sales for the
three months ended Sept. 30, 2012, compared with a net loss of
$11.56 million on $217.19 million of sales for the same period
during the prior year.

The Company reported a net loss of $44.80 million on
$783.08 million of sales for the nine months ended Sept. 30, 2012,
compared with a net loss of $48.29 million on $586.41 million of
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$498.77 million in total assets, $439.91 million in total
liabilities and $58.86 million in total stockholders' equity.

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

                        http://is.gd/M3U8Yv

                    About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in 9 states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders FirstSource reported a net loss of $64.99 million in
2011, a net loss of $95.51 million in 2010, and a net loss of
$61.85 million in 2009.

                           *     *     *

In April 2012, Standard & Poor's Ratings Services revised its
outlook on Builders FirstSource Inc. to positive from negative.
S&P also affirmed its 'CCC' corporate credit rating on the
company.

"The outlook revision reflects our assessment that Builders
FirstSource's operating conditions are improving such that we now
expect the building products manufacturer and distributor to post
positive annual EBITDA for the first time since 2007, albeit at
very low levels," said Standard & Poor's credit analyst James
Fielding. "In our view, improved profitability will better
position the company to refinance some of its expensive floating
rate debt and possibly close its interest coverage shortfall over
the next 12 months."


CAESARS ENTERTAINMENT: Incurs $503.4 Million Net Loss in Q3
-----------------------------------------------------------
Caesars Entertainment Corporation reported a net loss of
$503.4 million on $2.19 billion of net revenues for the quarter
ended Sept. 30, 2012, compared with a net loss of $173.4 million
on $2.18 billion of net revenues for the same period a year ago.

The Company reported a net loss of $1.02 billion on $6.57 billion
of net revenues for the nine months ended Sept. 30, 2012, compared
with a net loss of $471.3 million on $6.46 billion of net revenues
for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$28.34 billion in total assets, $28.22 billion in total
liabilities and $114.7 million in total equity.

"We continued to make significant progress during the third
quarter on a strategy designed to position our company for future
growth," said Gary Loveman, Caesars Entertainment chairman, chief
executive officer and president.  "We continued to refinance our
nearest-term maturities and improve our financial flexibility.  In
August 2012, we issued $750 million in new debt due 2020, with
proceeds used to refinance debt maturing in 2014 and 2015 and to
increase liquidity.  In conjunction with this transaction, which
closed in October, we extended the maturity of approximately $958
million of term loans from 2015 to 2018 and beyond, and repaid
approximately $479 million of term loans under our credit
facilities."

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

                        http://is.gd/sNvggX

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
--http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company reported a net loss of $666.70 million in 2011, and a
net loss of $823.30 million in 2010.

                           *     *     *

As reported by the TCR on March 28, 2012, Moody's Investors
Service upgraded Caesars Entertainment Corp's Corporate Family
Rating (CFR) and Probability of Default Rating both to Caa1 from
Caa2.  The upgrade of Caesars' ratings reflects very good
liquidity, an improving operating outlook for gaming in a number
of the company's largest markets that is expected to drive
earnings growth, the completion of a bank amendment that resulted
in the extension of debt maturities to 2018 from 2015, and the
public listing of the company's equity that increases financial
flexibility by providing it with another potential source of
capital.  The upgrade of the SGL rating reflects minimal debt
maturities over the next few years, significant cash balances
(approximately $900 million at December 31, 2011) and revolver
availability that will be more than sufficient to fund the
company's cash interest and capital spending needs.

In the Aug. 17, 2012, edition of the TCR, Standard & Poor's
Ratings Services revised its rating outlook on Las Vegas-based
Caesars Entertainment Corp. and wholly owned subsidiary Caesars
Entertainment Operating Co. Inc. to negative from stable.  "We
affirmed all other ratings on the companies, including our 'B-'
corporate credit rating," S&P said.

As reported by the TCR on Aug. 17, 2012, Fitch Ratings affirmed
CEC's long-term issuer default rating at 'CCC'.


CASCADE AG: Has Interim Access to Cash Collateral Until Nov. 6
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
authorized in a second interim order Cascade AG Services, Inc., to
use cash collateral until Nov. 6, 2012, to pay the expenses
identified in the Interim Budget, except that no interest payments
on One Pacific Coast Bank's prepetition obligation will be
authorized.

The Debtor is authorized and directed to provide adequate
protection to the secured lenders in the form of replacement
liens.  The replacement liens will be subordinate in priority to a
$165,000 carve out for postpetition administrative and
professional fees, on a pro rata basis.

The Debtor's right to use such creditor's cash collateral will
cease immediately upon conversion of the case to a Chapter 7 case
or if a trustee is appointed, or elected in the Chapter 11 case.

Holders of valid and enforceable prepetition and postpetition
Perishable Agricultural Commodities Act ("PACA") Trust Claims will
retain their trust rights, if any, to the extent provided by law
against all prepetition and post petition assets of Debtor and its
estate and Debtor will pay valid and enforceable postpetition PACA
trust Claims when due or as agreed by PACA creditors.

                         About Cascade AG

Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba
Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba
Sterling Investment Group, L.L.C., filed for Chapter 11 bankruptcy
(Bankr. W.D. Wash. Case No. 12-18366) on Aug. 13, 2012.  It
scheduled $25,820,499 in assets and $22,255,482 in liabilities.

Lawyers at Cairncross & Hempelmann PS, in Seattle, serve as the
Debtor's counsel.  The petition was signed by Craig Staffanson,
president.

The U.S. Trustee appointed seven creditors to the Official
Unsecured Creditors' Committee.  Lawrence R. Ream, Esq., at
Schwabe, Williamson & Wyatt PC, Seattle, represents the Committee
as counsel.

DIP lender One PacificCoast Bank, FSB, is represented by Brad T.
Summers, Esq., and David W. Criswell, Esq., at Ball Janik LLP.


CASCADE AG: Seeks Final Order to Obtain Secured Loan from OPCB
--------------------------------------------------------------
Cascade AG Services, Inc., asks the U.S. Bankruptcy Court for the
Western District of Washington to enter a final order authorizing
it to use cash collateral of One PacificCoast Bank, FSB ("OPCB")
and to obtain secured postpetition financing on a superpriority
basis, up to an aggregate principal amount of $550,000 from OPCB.

The aggregate obligations owing to OPCB as of the Petition Date
were $2.5 million in principal, plus interest and fees.

The Debtor tells the Court that it has been unable to procure
required funds in the form of unsecured credit or unsecured debt
with an administrative priority

The DIP Agreement's significant provisions are:

   a) Interest Rate: 7.75% per annum on amounts advanced under the
      DIP Agreement;

   b) Payments: Monthly of all interest and fees in arrears, and
      applied first to principal, second to interest, and third to
      unpaid fees, costs, and expenses under the DIP Agreement and
      finally to amounts due under the Prepetition Loan Documents;

   c) Maturity: Dec. 31, 2012;

   d) Liens: All assets other than professional retainers and
      avoidance actions;

   e) DIP Agreement Fee: The Debtor will pay a one time fee of
      $27,500 upon the Maturity Date;

   f) Professional Fee Carve Out: Any liens granted pursuant to
      the DIP Agreement or any orders with respect to the DIP
      Agreement and any administrative expense claims
      (superpriority or otherwise) granted or created in favor of
      the Lender will be subordinate and subject to the Carve Out
      for the quarterly fees payable to the Office of the United
      States Trustee and fees and expenses payable to
      professionals retained in the case, including professionals
      retained by the official committee of unsecured creditors;
      provided that the Carve-Out is subject to a cap in the
      amount of $185,000 (which is inclusive of the $165,000 carve
      out provided for in the Court's Aug. 17, 2012 Interim Order
      authorizing use of cash collateral).

                         About Cascade AG

Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba
Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba
Sterling Investment Group, L.L.C., filed for Chapter 11 bankruptcy
(Bankr. W.D. Wash. Case No. 12-18366) on Aug. 13, 2012.  It
scheduled $25,820,499 in assets and $22,255,482 in liabilities.

Lawyers at Cairncross & Hempelmann PS, in Seattle, serve as the
Debtor's counsel.  The petition was signed by Craig Staffanson,
president.

The U.S. Trustee appointed seven creditors to the Official
Unsecured Creditors' Committee.  Lawrence R. Ream, Esq., at
Schwabe, Williamson & Wyatt PC, Seattle, represents the Committee
as counsel.

DIP lender One PacificCoast Bank, FSB, is represented by Brad T.
Summers, Esq., and David W. Criswell, Esq., at Ball Janik LLP.


CELL THERAPEUTICS: Has $10.8 Million Net Loss in September
----------------------------------------------------------
Cell Therapeutics, Inc., provided information pursuant to a
request from the Italian securities regulatory authority, CONSOB,
pursuant to Article 114, Section 5 of the Unified Financial Act,
that the Company issue at the end of each month a press release
providing a monthly update of certain information relating to the
Company's management and financial situation.

The Company estimates a net loss attributable to common
shareholders of $10.88 million on $0 of net revenue for the month
ended Sept. 30, 2012, compared with a net loss attributable to
common shareholders of $4.37 million on $0 of net revenue during
the prior month.

Estimated research and development expenses were $2.1 million for
the month of August 2012 and $2.4 million for the month of
September 2012.

There were no convertible notes outstanding as of Aug. 31, 2012,
and Sept. 30, 2012.

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

                        http://is.gd/O2XOts

                       About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable
to CTI of US$82.64 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$38.34 million in total assets, $39.83 million in total
liabilities, $13.46 million in common stock purchase warrants, and
a $14.95 million total shareholders' deficit.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CELL THERAPEUTICS: Inks Settlement With Former President
--------------------------------------------------------
As previously announced, Craig W. Philips resigned as President of
Cell Therapeutics, Inc., effective as of July 16, 2012.  The
Company has entered into a Settlement Agreement and Full and Final
Release of Claims, dated as of Oct. 25, 2012, with Mr. Philips.

Mr. Philips will be entitled to receive a severance payment of
$435,500, with 25% of that amount to be paid within 30 days and
the balance of that amount to be paid in twelve monthly
instalments thereafter.  The Company will also pay Mr. Philips'
premiums to continue his health coverage for 13 months following
his termination.  Mr. Philips' equity awards granted by the
Company and Aequus Biopharma, Inc., a subsidiary of the Company,
to the extent then outstanding and unvested, terminated as of
June 16, 2012.  Pursuant to the Settlement Agreement, Mr. Philips
has agreed to vote the existing shares of the Company that he owns
in a manner consistent with the recommendation of the Company's
board of directors through Oct. 13, 2013.  The Settlement
Agreement also includes a release by Mr. Philips of claims against
the Company and certain non-competition and other restrictive
covenants by Mr. Philips in favor of the Company.

A copy of the Settlement Agreement is available at:

                       http://is.gd/TaGYjV

                     About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

Cell Therapeutics reported a net loss attributable to CTI of
US$62.36 million in 2011, compared with a net loss attributable to
CTI of US$82.64 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$38.34 million in total assets, $39.83 million in total
liabilities, $13.46 million in common stock purchase warrants, and
a $14.95 million total shareholders' deficit.

                    Going Concern Doubt Raised

The report of Marcum LLP, in San Francisco, Calif., dated
March 8, 2012, expressed an unqualified opinion, with an
explanatory paragraph as to the uncertainty regarding the
Company's ability to continue as a going concern.

The Company's available cash and cash equivalents are US$47.1
million as of Dec. 31, 2011.  The Company's total current
liabilities were US$17.8 million as of Dec. 31, 2011.  The
Company does not expect that it will have sufficient cash to fund
its planned operations beyond the second quarter of 2012, which
raises substantial doubt about the Company's ability to continue
as a going concern.

                        Bankruptcy Warning

The Form 10-K for the year ended Dec. 31, 2011, noted that if the
Company receives approval of Pixuvri by the EMA or the FDA, it
would anticipate significant additional commercial expenses
associated with Pixuvri operations.  Accordingly, the Company
will need to raise additional funds and are currently exploring
alternative sources of equity or debt financing.  The Company may
seek to raise that capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources of financing.  However, the Company has a limited number
of authorized shares of common stock available for issuance and
additional funding may not be available on favorable terms or at
all.  If additional funds are raised by issuing equity
securities, substantial dilution to existing shareholders may
result.  If the Company fails to obtain additional capital when
needed, it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly
seek bankruptcy protection.


CHRYSLER LLC: TRWE Escapes Defect Indemnity Suit
------------------------------------------------
Sean McLernon at Bankruptcy Law360 reports that an Oklahoma
federal judge on Wednesday tossed a suit seeking to force an auto
parts maker to indemnify DaimlerChrysler Corp. in a putative
vehicle defect class action that has been stayed by a bankruptcy
court, ruling TRW Automotive US LLC's obligation does not yet
exist.

                          About Chrysler

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand
vehicles and products.  Headquartered in Auburn Hills, Michigan,
Chrysler Group LLC's product lineup features some of the world's
most recognizable vehicles, including the Chrysler 300, Jeep
Wrangler and Ram Truck.  Fiat will contribute world-class
technology, platforms and powertrains for small- and medium-sized
cars, allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  Chrysler hired Jones Day, as lead counsel;
Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory
Group LLC, and Greenhill & Co. LLC, for financial advisory
services; and Epiq Bankruptcy Solutions LLC, as its claims agent.

As of Dec. 31, 2008, Chrysler had $39,336,000,000 in assets and
$55,233,000,000 in debts.  Chrysler had $1.9 billion in cash at
that time.

In connection with the bankruptcy filing, Chrysler reached an
agreement with Fiat SpA, the U.S. and Canadian governments and
other key constituents regarding a transaction under Section 363
of the Bankruptcy Code that would effect an alliance between
Chrysler and Italian automobile manufacturer Fiat.  Under the
terms approved by the Bankruptcy Court, the company formerly
known as Chrysler LLC on June 10, 2009, formally sold
substantially all of its assets, without certain debts and
liabilities, to a new company that will operate as Chrysler Group
LLC.  Fiat acquired a 20% equity interest in Chrysler Group as
part of the deal.

The U.S. and Canadian governments provided Chrysler with
$4.5 billion to finance its bankruptcy case.  Those loans were
repaid with the proceeds of the bankruptcy estate's liquidation.

The Debtor changed its corporate name to Old CarCo following the
sale.


CIF BARCELONETA: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: CIF Barceloneta, Corp.
        aka IHOP Barceloneta
        P.O. Box 1556
        Bayamon, PR 00960

Bankruptcy Case No.: 12-08570

Chapter 11 Petition Date: October 26, 2012

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A CURPILL, PSC LAW OFFICE
                  356 Calle Fortaleza
                  Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515
                  E-mail: cacuprill@cuprill.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/prb12-08570.pdf

The petition was signed by Mohammed Saber, president.


CLEAN HARBORS: S&P Puts 'BB+' CCR on Watch on Acquisition Pact
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating and all other ratings on Norwell, Mass.-based Clean
Harbors Inc. on CreditWatch with negative implications. "At the
same time, we placed our ratings, including our 'B+' corporate
credit rating, on Plano, Texas-based Safety-Kleen Systems Inc. on
CreditWatch with positive implications," S&P said.

                           Rationale

"The CreditWatch placement reflects the likelihood that Clean
Harbors Inc.'s financial risk profile could weaken beyond
expectations at the current rating, given our expectation that the
company will primarily fund the Safety-Kleen acquisition with
debt. While management has publicly stated that it will use more
than $400 million of existing cash on hand to fund a portion of
the transaction and that it intends to keep its reported debt-to-
EBITDA in the 2.5x area (under 3.0x at maximum), the company's pro
forma funds from operations (FFO)-to-debt ratio will likely fall
below the 30% mark we deem appropriate for the rating," S&P said.

"The CreditWatch placement also reflects our view that Safety-
Kleen's credit quality may improve as it becomes part of Clean
Harbors. The company will become part of a company with a larger
scope of operations and greater geographic and service diversity,"
S&P said.

"With roughly $2.2 billion in trailing-12-month revenues at June
30, 2012, Clean Harbors is one of the largest providers of
environmental services and the largest operator of nonnuclear
hazardous waste treatment facilities in North America. The
company's operations include the collection, transport, treatment,
and disposal of hazardous and industrial wastes; on-site
maintenance services, such as tank cleaning, decontamination,
remediation, and spill cleanup; high-pressure and chemical
cleaning, catalyst handling, decoking, material processing, and
lodging services to energy and industrial companies; and fluid
handling, downhole servicing, directional boring services to oil
and gas exploration, production, and power generation customers. A
key to resolving the CreditWatch will be assessing the
implications of the acquisition on Clean Harbors' competitive
position, growth strategy, and the company's track record of
balancing its growth objectives in accordance with prudent
financial policies," S&P said.

"The company expects the acquisition to close in the fourth
quarter of 2012 and the acquisition is subject to customary
regulatory approvals and closing conditions," S&P said.

                           CreditWatch

"We placed the ratings on Clean Harbors on CreditWatch with
negative implications and placed the ratings on Safety-Kleen on
CreditWatch with positive implications. We will monitor
developments relating to this transaction and will resolve the
CreditWatch listings once further details related to the
transaction become available. We intend to meet with management to
discuss a variety of topics related to the transaction, such as
integration risks, the pro forma capital structure, and
management's strategic objectives and financial policies. The
CreditWatch placements indicate the heightened risk that we will
lower Clean Harbors' ratings and raise Safety-Kleen's ratings
following our review of the transaction and implications for
credit quality," S&P said.

Ratings List
CreditWatch Action

Clean Harbors Inc.
                          To               From
Corporate credit rating   BB+/Watch Neg/-- BB+/Stable/--
Senior secured            BB+/Watch Neg    BB+
Recovery rating           4                4
Senior unsecured          BB+/Watch Neg    BB+
Recovery rating           4                4

Safety-Kleen Systems Inc.
                          To               From
Corporate credit rating   B+/Watch Pos/--  B+/Stable
Senior secured            BB-/Watch Pos    BB-
Recovery rating           2                2


CLEARWIRE CORP: Mount Kellett Owns 7.7% of Class A Shares
---------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Mount Kellett Capital Management LP disclosed that, as
of Nov. 1, 2012, it beneficially owns 53,188,166 shares of Class A
Common Stock of Clearwire Corporation representing 7.7% of the
shares outstanding.  A copy of the filing is available at:

                        http://is.gd/VqWwxt

                    About Clearwire Corporation

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

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

The Company's balance sheet at Sept. 30, 2012, showed $8.14
billion in total assets, $5.86 billion in total liabilities and
$2.28 billion in total stockholders' equity.

                           *     *     *

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

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

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


COMMONWEALTH BIOTECH: Fornova Claim Is Equitably Subordinated
-------------------------------------------------------------
Bankruptcy Judge Kevin R. Huennekens ruled that the claims of
Fornova Pharmaworld US Inc. is equitably subordinated to the valid
allowed claims of general unsecured creditors in the Chapter 11
case of Commonwealth Biotechnologies, Inc.  The Debtor filed a
complaint against Fornova, saying the claim was unfounded because
no business relationship existed between the Debtor and Fornova
and, as a result, no documentation existed in support of the
Claim.  The judge also noted that a purported trustee of the
Defendant made repeated attempts to circumvent the Court's
instruction that he retain counsel to represent the Defendant.

The lawsuit is, COMMONWEALTH BIOTECHNOLOGIES, INC. Plaintiff, v.
FORNOVA PHARMWORLD, INC. Defendant, Adv. Proc. No. 12-03038
(Bankr. E.D. Va.).  A copy of the Court's  Nov. 1 Memorandum
Opinion is available at http://is.gd/4JtZ2Nfrom Leagle.com.

                 About Commonwealth Biotechnologies

Based in Midlothian, Virginia, Commonwealth Biotechnologies, Inc.,
was a specialized life sciences outsourcing business that offered
cutting-edge expertise and a complete array of Peptide-based
discovery chemistry and biology products and services through its
wholly owned subsidiary Mimotopes Pty Limited.

Commonwealth Biotechnologies Inc. filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Va. Case No. 11-30381) on Jan. 20, 2011.
Judge Kevin R. Huennekens presides over the case.  Paula S. Beran,
Esq., at Tavenner & Beran, PLC, represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.

On April 7, 2011, the Bankruptcy Court approved the private sale
of Mimotopes for a gross sales price of $850,000.  The sale closed
on April 29, 2011.  Mimotopes was deconsolidated during the second
quarter of 2011.


COMPETITIVE TECHNOLOGIES: Carl O'Connell Named President and CEO
----------------------------------------------------------------
The Board of Directors of Competitive Technologies, Inc.,
appointed Carl O'Connell as President and Chief Executive Officer.
Mr. O'Connell replaces Johnnie D. Johnson, interim Chief Executive
Officer, who will continue serving as Chief Financial Officer and
Director of Investor Relations reporting to Mr. O'Connell.  The
appointments take effect Nov. 1, 2012.

Mr. O'Connell has a total 30 years of experience in the healthcare
field and 20 years as a leader in the medical device arena.  Prior
to joining Competitive Technologies Mr. O'Connell held executive
positions for top global medical device and fortune 500 companies.
He recently served as President and CEO for the US Healthcare
Division MedSurg for ITOCHU, a Japanese conglomerate, Vice
President of Global Marketing for Stryker Spine, and President of
Carl Zeiss Surgical, the market leader in optical digital
solutions for Neurosurgery, Spine, Ophthalmology, ENT and
Dentistry.  He is an experienced, driven executive with strong
marketing and sales experience.  Mr. O'Connell also has a proven
track record in commercializing medical technologies as well as
building effective and profitable sales and distribution
organizations.

Pursuant to the agreement, which was signed Oct. 25, 2012, Mr.
O'Connell will act as CEO and President for an initial trial term
of 60 days.  After meeting clearly defined and board approved
goals and objectives within the 60 days, Mr. O'Connell's
employment will be made permanent and he will be appointed to the
Board.  Annual salary is $250,000 during the trial period and
$300,000 thereafter, provided he meets the goals provided by the
Board.  Equity and cash bonus will be based on performance goals,
up to 100% of his base salary.  Mr. O'Connell will be granted one
million incentive stock options vesting over a five year period.

                   About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

After auditing the 2011 results, Mayer Hoffman McCann CPAs, in New
York, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has incurred operating losses since fiscal year 2006.

The Company reported a net loss of $3.59 million in 2011.  The
Company reported a net loss of $2.40 million on $163,993 of
product sales for the five months ended Dec. 31, 2010.

The Company's balance sheet at June 30, 2012, showed $4.66 million
in total assets, $7.65 million in total liabilities, and a
$2.99 million total shareholders' deficit.


COUSINS INT'L: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cousins International Food, Corp.
        aka Ihop Caguas
        P.O. Box 690
        Vega Alta, PR 00692

Bankruptcy Case No.: 12-08567

Chapter 11 Petition Date: October 26, 2012

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  CHARLES A CURPILL, PSC LAW OFFICE
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515
                  E-mail: cacuprill@cuprill.com

Scheduled Assets: $2,924,318

Scheduled Liabilities: $1,896,475

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/prb12-08567.pdf

The petition was signed by Mohammed Saber, president.


CROWN MEDIA: Reports $11.5 Million Net Income in Third Quarter
--------------------------------------------------------------
Crown Media Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to common stockholders of $11.49 million
on $77.05 million of net total revenue for the three months ended
Sept. 30, 2012, compared with net income attributable to common
stockholders of $163.20 million on $74.04 million of net total
revenue for the same period during the prior year.

The Company reported net income attributable to common
stockholders of $37.24 million on $247.56 million of net total
revenue for the nine months ended Sept. 30, 2012, compared with
net income attributable to common stockholders of $226.01 million
on $223.79 million of net total revenue for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2012, showed
$930.57 million in total assets, $667.83 million in total
liabilities and $262.74 million in total stockholders' equity.

"Crown Media saw a positive third quarter with solid increases in
EBITDA and advertising revenue," said Bill Abbott, President and
CEO of Crown Media Family Networks.  "During the third quarter,
our family-friendly programming continued to be of high value to
advertisers and viewers despite strong competition from the Summer
Olympics.  The September 8th premiere of Hallmark Channel original
movie, "Puppy Love", was the network's highest rated original
premiere for 2012 to-date while Hallmark Movie Channel's October
13th premiere of "The Seven Year Hitch" was the most watched
original premiere among women 25-54 in the network's history.  We
are confident in our ability to capitalize on the strength of our
brand during the upcoming holiday season and look forward to our
holiday programming schedule, and to achieving our fourth quarter
revenue goals."

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

                        http://is.gd/FyXlBQ

                         About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's senior secured credit facilities and the indenture
governing the Notes contain a number of covenants that impose
significant operating and financial restrictions on the Company,
including restrictions on its ability to, among other things,
incur additional debt or issue certain preferred shares, pay
dividends on or make distributions in respect of the Company's
capital stock or make other restricted payments, and make certain
payments on debt that is subordinated or secured on a junior
basis.

Any of these restrictions could limit the Company's ability to
plan for or react to market conditions and could otherwise
restrict corporate activities.  Any failure to comply with these
covenants could result in a default under the Company's senior
secured credit facilities and the indenture governing the Notes.
Upon a default, unless waived, the lenders under the Company's
senior secured credit facilities could elect to terminate their
commitments, cease making further loans, foreclose on the
Company's assets pledged to those lenders to secure its
obligations under the senior secured credit facilities and force
the Company into bankruptcy or liquidation.

                           *     *     *

As reported by the TCR on May 28, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Studio City,
Calif.-based cable network company Crown Media Holdings Inc. to
'B+' from 'B'.  "The upgrade reflects Crown Media's recent
operating performance, which achieved higher EBITDA and lower
leverage than our expectations," said Standard & Poor's credit
analyst Deborah Kinzer.

Crown Media carries a B2 Corporate Family Rating from Moody's
Investors Service.  Crown Media's B2 CFR reflects the company's
small size and niche market position among cable network
operators, concentration in two Hallmark-branded channels,
reliance on licensed third party content for a majority of its
programming, and high leverage.


CROWN MEDIA: To Offset $700-Mil. of NOLs Against Taxable Income
---------------------------------------------------------------
Crown Media Holdings, Inc., entered into a transaction designed to
enable it to access its net operating losses of approximately $700
million.  Because the Company is currently anticipated to generate
taxable income, the Company intends to offset these NOLs against
that income with the goal of reducing the Company's tax burden.

The Company was previously part of Hallmark Cards, Incorporated's
consolidated tax group for Federal income tax purposes, and was
restricted in its ability to utilize the NOLs that accumulated
prior to the Company joining the HC Tax Group.  As a result of the
Transaction, the Company will no longer be a member of the HC Tax
Group and may utilize the NOLs.

The Transaction included, among other things: (1)  the transfer on
Oct. 31, 2012, by Hallmark Cards of 40 million shares of the
Company's common stock to a German affiliate that is not part of
the HC Tax Group; (2) receipt of a private letter ruling from the
Internal Revenue Service in support of the Company's position that
as a result of the Transfer, it will no longer be part of the HC
Tax Group and those restrictions on its ability to utilize the
NOLs will no longer apply; and (3) the entry into an
acknowledgement and agreement with Hallmark Cards and HC Crown,
LLC, which was a condition to Hallmark's transfer of those shares.

The Agreement provides that: (1) consistent with the terms of the
existing Stockholders Agreement, dated June 29, 2010, among HCC,
Hallmark Cards and the Company, the Company will not impede future
transfers of the Company's common stock back to an affiliate of
Hallmark Cards; and (2) if a taxing authority determines that the
Transfer did not result in the Company no longer being a member of
the HC Tax Group, the Federal Tax Sharing Agreement dated
March 11, 2003, between Hallmark Cards and the Company, as
amended, will be deemed to have been continuously in effect.

As is the Company's policy with respect to material transactions
with Hallmark Cards, a special committee of independent directors
reviewed and approved the Transaction.  The special committee was
assisted in its review by outside legal counsel.

The summary of the terms of the Acknowledgement and Agreement is
available at http://is.gd/LT3pK3

                       About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

The Company's balance sheet at Sept. 30, 2012, showed $930.57
million in total assets, $667.83 million in total liabilities and
$262.74 million in total stockholders' equity.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's senior secured credit facilities and the indenture
governing the Notes contain a number of covenants that impose
significant operating and financial restrictions on the Company,
including restrictions on its ability to, among other things,
incur additional debt or issue certain preferred shares, pay
dividends on or make distributions in respect of the Company's
capital stock or make other restricted payments, and make certain
payments on debt that is subordinated or secured on a junior
basis.

Any of these restrictions could limit the Company's ability to
plan for or react to market conditions and could otherwise
restrict corporate activities.  Any failure to comply with these
covenants could result in a default under the Company's senior
secured credit facilities and the indenture governing the Notes.
Upon a default, unless waived, the lenders under the Company's
senior secured credit facilities could elect to terminate their
commitments, cease making further loans, foreclose on the
Company's assets pledged to those lenders to secure its
obligations under the senior secured credit facilities and force
the Company into bankruptcy or liquidation.

                           *     *     *

As reported by the TCR on May 28, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Studio City,
Calif.-based cable network company Crown Media Holdings Inc. to
'B+' from 'B'.  "The upgrade reflects Crown Media's recent
operating performance, which achieved higher EBITDA and lower
leverage than our expectations," said Standard & Poor's credit
analyst Deborah Kinzer.

Crown Media carries a B2 Corporate Family Rating from Moody's
Investors Service.  Crown Media's B2 CFR reflects the company's
small size and niche market position among cable network
operators, concentration in two Hallmark-branded channels,
reliance on licensed third party content for a majority of its
programming, and high leverage.


CROWN MEDIA: Hallmark Cards Owns 90.3% of Class A Shares
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Hallmark Cards, Incorporated, and its
affiliates disclosed that, as of Oct. 31, 2012, they beneficially
own 324,885,516 shares of Class A common stock of Crown Media
Holdings, Inc., representing 90.3% of the shares outstanding.  A
copy of the amended filing is available at http://is.gd/bXfxYH


                         About Crown Media

Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ:
CRWN) -- http://www.hallmarkchannel.com/-- owns and operates
cable television channels dedicated to high quality, broad appeal,
entertainment programming.  The Company currently operates and
distributes Hallmark Channel in both high definition (HD) and
standard definition (SD) to 90 million subscribers in the U.S.
Crown Media also operates a second 24-hour linear channel,
Hallmark Movie Channel, available in both HD and SD, which focuses
on family-friendly movies with a mix of classic theatrical films,
presentations from the acclaimed Hallmark Hall of Fame library,
original Hallmark Channel movies and special events.

The Company's balance sheet at Sept. 30, 2012, showed $930.57
million in total assets, $667.83 million in total liabilities and
$262.74 million in total stockholders' equity.

                        Bankruptcy Warning

According to the Form 10-K for the year ended Dec. 31, 2011, the
Company's senior secured credit facilities and the indenture
governing the Notes contain a number of covenants that impose
significant operating and financial restrictions on the Company,
including restrictions on its ability to, among other things,
incur additional debt or issue certain preferred shares, pay
dividends on or make distributions in respect of the Company's
capital stock or make other restricted payments, and make certain
payments on debt that is subordinated or secured on a junior
basis.

Any of these restrictions could limit the Company's ability to
plan for or react to market conditions and could otherwise
restrict corporate activities.  Any failure to comply with these
covenants could result in a default under the Company's senior
secured credit facilities and the indenture governing the Notes.
Upon a default, unless waived, the lenders under the Company's
senior secured credit facilities could elect to terminate their
commitments, cease making further loans, foreclose on the
Company's assets pledged to those lenders to secure its
obligations under the senior secured credit facilities and force
the Company into bankruptcy or liquidation.

                           *     *     *

As reported by the TCR on May 28, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Studio City,
Calif.-based cable network company Crown Media Holdings Inc. to
'B+' from 'B'.  "The upgrade reflects Crown Media's recent
operating performance, which achieved higher EBITDA and lower
leverage than our expectations," said Standard & Poor's credit
analyst Deborah Kinzer.

Crown Media carries a B2 Corporate Family Rating from Moody's
Investors Service.  Crown Media's B2 CFR reflects the company's
small size and niche market position among cable network
operators, concentration in two Hallmark-branded channels,
reliance on licensed third party content for a majority of its
programming, and high leverage.


DANA GAS: UAE Company Misses Payment on $920MM Islamic Bonds
------------------------------------------------------------
Nikhil Lohade, writing for The Source, reported that Dana Gas has
failed to repay a $920 million Islamic bond that came due
Wednesday, Oct. 31, arguably the first U.A.E. company to do so.
The report said Dana Gas had a three-day grace period to meet its
obligations after the bonds matured.

The report said the so-called sukuk holders include two large
asset management firms Blackrock Inc. of the U.S. and the U.K.'s
Ashmore Investment Management, part of Ashmore Group PLC.
According to the report, the bond holders could seek legal
recourse to retrieve the money that the company owes them.  And
that is what they are planning to do, according to a person
involved in the matter, the report said.

According to the report, the Sharjah-based energy company
acknowledged on Thursday its failure to repay the bond on
maturity, while noting that discussions are ongoing with the debt
holders to amend the terms of the sukuk and extend its maturity.

The report said Dana had about $141 million in cash at the end of
September and continues to be in talks with the governments in
Egypt and Iraq's Kurdistan region for about $570 million of late
payments.  Dana and the sukuk holders have been in talks over the
debt repayment for months.  The report said both are represented
by high profile advisers.


DANIEL MILES: Clawback Suit v. Landlord Survives Dismissal Bid
--------------------------------------------------------------
Bankruptcy Judge Margaret H. Murphy denied motions seeking
sanctions in and dismissal of a clawback lawsuit filed by the
Chapter 7 trustee in the liquidation case of Daniel J. Miles.

James C. Cifelli, the Chapter 7 Trustee, seeks to avoid allegedly
fraudulent transfers from the Debtor to Rame Properties, LLC, Rame
at Chattahoochee, LLC, Sharon Mualem, and "Moshe Avi Manoah" under
a residential lease and an amendment to that lease.  The
Defendants contend that Sharon Mualem and "Moshe Avi Manoah" are
inappropriate parties to the proceeding, and thus seek sanctions
against the Trustee.  They also argue, relying on Stern v.
Marshall, 131 S.Ct. 2594 (2011), that the Bankruptcy Court lacks
the constitutional authority to decide the case because such an
avoidance action is a proceeding adjudicable only by an Article
III court.

The Chapter 7 Trustee's complaint challenges three transfers of
$60,000, $20,000, and $60,000 from the Debtor to the Defendants in
October 2009, made as payments under a 2009 Lease for Residential
Property and an Amendment to Agreement for a residential property
located at 8395 Jett Ferry Road, Atlanta, Georgia.  The Lease was
for a term of 30 months.

Pursuant to 11 U.S.C. 365(d)(1), the Chapter 7 Trustee rejected
the Lease effective 60 days after the order for relief in the
Chapter 7 case, and challenged the payments made.

According to Judge Murphy, Stern should be narrowly interpreted to
limit the power of bankruptcy courts only in counterclaims against
a creditor, resolution of which is unnecessary to rule on the
proof of claim at issue in the bankruptcy case; and, even if Stern
did preclude the bankruptcy court from issuing a final judgment in
a fraudulent conveyance action, the lack of explicit authorization
in the Bankruptcy Code is not enough to preclude the court from
issuing proposed findings of fact and conclusions of law to the
district court.

The lawsuit is captioned, JAMES C. CIFELLI, Trustee, Plaintiff, v.
RAME PROPERTIES, LLC; RAME AT CHATTAHOOCHEE, LLC, SHARON MUALEM,
MOSHE AVI MANOAH, Defendants, Adv. Proc. No. 11-5707 (Bankr. N.D.
Ga.).  A copy of the Court's Oct. 29, 2012 Orders is available at
http://is.gd/aNL1CYfrom Leagle.com.

An involuntary Chapter 7 bankruptcy petition was filed against
Daniel J. Miles (Bankr. N.D. Ga. Case No. 09-92601) on Dec. 9,
2009.  On Dec. 17, 2009, an Order for Relief under Chapter 11 was
entered in connection with Mr. Mile's motion to convert the case
to Chapter 11.  On June 1, 2010, the case was re-converted to
Chapter 7.  James C. Cifelli was appointed as Chapter 7 Trustee.


DANIEL MILES: Clawback Suit v. Ex-Lover Survives Dismissal Bid
--------------------------------------------------------------
Bankruptcy Judge Margaret H. Murphy denied a request to dismiss
the lawsuit commenced by the Chapter 7 trustee of the bankruptcy
estate of Daniel J. Miles.

James C. Cifelli, the Chapter 7 Trustee, challenges two transfers
made by the Debtor to Nerissa Mursalim: (1) $6,000 transferred on
or about Sept. 3, 2009, and (2) an 11.27 carat weight brilliant
clear diamond in a platinum setting.  The Trustee's complaint
states that "Defendant contends that the Debtor transferred the
Ring to her in October 2007 as part of a marriage engagement,"
that the engagement was terminated in May 2008, and alleges that
the marriage was a sham designed to defraud the Debtor's
creditors.  The Trustee states that the Defendant sold the Ring to
East Coast Jewelry for $525,000 in October 2009, and subsequently
lent the Debtor a portion of the proceeds and invested a portion
in Marquise Investments, LLC, an entity for which the Debtor works
as a consultant.

Ms. Mursalim seeks dismissal of the complaint for lack of subject
matter jurisdiction, for failure to state a claim upon which
relief can be granted, and because the Bankruptcy Court lacks the
authority to adjudicate the claim under Stern v. Marshall, 131
S.Ct. 2594 (2011).  She has not filed a proof of claim to the
Debtor's estate, and states that she will demand a jury trial on
all claims raised by the Complaint.

Judge Murphy ruled that Stern and the Constitution do not preclude
the Bankruptcy Court from entering final judgment in a fraudulent
conveyance action.  Even if they did, however, the Bankruptcy
Court would retain the power to hear such cases and propose
findings of fact and conclusions of law to the District Court.  If
the Defendant properly demands a jury trial and does not consent
to such jury trial before the Bankruptcy Court, Judge Murphy said
the adversary proceeding will remain pending before the Bankruptcy
court until the case is ready for trial, at which time the
proceeding will be transferred to the District Court.  Moreover,
the Chapter 7 Trustee's complaint does state a claim upon which
relief may be granted.

The lawsuit is captioned, JAMES C. CIFELLI, Trustee, Plaintiff, v.
NERISSA MURSALIM, Defendant, Adv. Proc. No. 11-5705 (Bankr. N.D.
Ga.).  A copy of the Bankruptcy Court's Oct. 29, 2012 Order is
available at http://is.gd/Z5jrH3from Leagle.com.

An involuntary Chapter 7 bankruptcy petition was filed against
Daniel J. Miles (Bankr. N.D. Ga. Case No. 09-92601) on Dec. 9,
2009.  On Dec. 17, 2009, an Order for Relief under Chapter 11 was
entered in connection with Mr. Mile's motion to convert the case
to Chapter 11.  On June 1, 2010, the case was re-converted to
Chapter 7.  James C. Cifelli was appointed as Chapter 7 Trustee.


DEMUZIO CAPITAL: Court Orders $3MM Payment Over Forex Fraud
-----------------------------------------------------------
The U.S. Commodity Futures Trading Commission said Judge B. Lynn
Winmill of the U.S. District Court for the District of Idaho
entered a consent order for permanent injunction against defendant
Brad L. Demuzio and an order of default judgment against his
company, Demuzio Capital Management, LLC (DCM), both of Chubbuck,
Idaho, charged by the CFTC with operating a fraudulent $1.8
million commodity pool and foreign currency (forex) Ponzi scheme
(see CFTC Press Release 6229-12, April 12, 2012).

The consent order and order of default judgment (final orders)
impose a permanent injunction against Demuzio and DCM,
respectively, finding that the defendants violated the anti-fraud
provisions of the Commodity Exchange Act and failed to register
with the CFTC as Commodity Pool Operators (CPOs).  In addition to
the permanent injunction, the final orders each impose permanent
trading and registration bans against Demuzio and DCM and order
them to jointly pay restitution of $805,273.  In addition, under
terms of the final orders Demuzio is required to jointly pay a
$1 million civil monetary penalty, and DCM is ordered to jointly
pay a civil monetary penalty of $2,415,819.

The final orders find that from at least June 18, 2008 through
November 2011, Demuzio, through DCM, solicited and accepted
approximately $1.8 million from at least 16 investors to trade
forex through a pooled investment vehicle. The final orders find
that the defendants misappropriated investor funds to pay
Demuzio's personal expenses and sent emails to investors that
falsely represented that their principal remained intact and was
earning profits. The final orders also find that the defendants
acted as a CPO without being registered as such.

In a related criminal proceeding based on substantially the same
facts, Demuzio pleaded guilty in the U.S. District Court for the
District of Idaho to one count of wire fraud. Sentencing is
scheduled for November 5, 2012.

The CFTC appreciates the assistance of the U.S. Attorney's Office
for the District of Idaho and the Federal Bureau of Investigation.

CFTC Division of Enforcement staff members responsible for this
action are Lara Turcik, Christopher Giglio, Manal M. Sultan, Lenel
Hickson, Jr., Stephen J. Obie, and Vincent A. McGonagle.


DAFFY'S INC: GA Keen to Market High-Fashion Discount Stores
-----------------------------------------------------------
GA Keen Realty Advisors, a division of Great American Group, Inc.,
is marketing several world-class lease opportunities that offer
strategic retail locations in New York City and surrounding areas
and boroughs, along with three sites in northeastern New Jersey.

GA Keen Realty Advisors has been retained by Jericho Acquisitions
I, LLC and Aurora Capital Associates to market the remaining 11
former Daffy's high-fashion discount stores as part of a
bankruptcy lease auction, according to GA Keen Realty Advisors Co-
President Harold Bordwin.

"All sites are available at below-market lease rates and are in
strategic locations with flagship potential, which make these
properties desirable for retailers who want to make inroads into
New York City and its adjacent markets," Mr. Bordwin said.

The retail spaces range from 17,000 to 54,000 square feet in size
and are at the following locations:

- Route 1 and Route 9 North, Elizabeth, New Jersey
- 165 Route 4 West, Paramus, New Jersey (Paramus Place)
- 215 Route 46 West, Totowa, New Jersey (Totowa Shopping Center)
- 2146 Bartow Ave., Bronx, New York (Bay Plaza)
- 88-01 Queens Blvd., Elmhurst, New York (Queens Place)
- 1900 Northern Blvd., Manhasset, New York
- 335 Madison Ave. at 44th St., New York City
- 135 East 57th St., New York City
- 1775 Broadway at 57th St., New York City
- 229 West 43rd St., New York City
- 3 East 18th St., New York City

The bid deadline is Friday, Dec. 7 and an auction date is
currently set for Wednesday, Dec. 12.  All transactions are
subject to bankruptcy court approval.  "We have the ability to
transact prior to the bid deadline so we encourage all interested
parties to reach out to us immediately."  For more information
about the properties, contact Harold Bordwin at 646-381-9222 or
email daffys@greatamerican.com

Daffy's Inc., founded in 1961 and based in Secaucus, New Jersey,
was known for selling national fashion brands at up to 80 percent
off list prices.  A victim of a fiercely competitive landscape
that had already claimed rivals Syms and Filene's Basement, the
company announced it was going out of business in July.

* Disclosure-Pursuant to an Order dated August 8, 2012, of the
United States Bankruptcy Court presiding over the Chapter 11 case,
Case #12-13312( MG) In Re Daffy's Inc., Daffy's was authorized to
sell certain assets to Jericho Acquisition l, LLC including but
not limited to its interest in certain real property leases.
Jericho has retained GA Keen Realty Advisors, LLC and Keen Realty,
LLC to conduct an auction in order to sell these real property
leases acquired from Daffy's.

GA Keen Realty Advisors provides real estate analysis, valuation
and strategic planning services, brokerage, M&A, auction services,
lease restructuring services and real estate capital market
services.  For more information, contact GA Keen Realty Advisors
at (646) 381-9222 or visit
http://www.greatamerican.com/services/real_estate/real_estate.html

                    About Great American Group

Great American Group (OTCBB: GAMR) -- is a provider of asset
disposition and auction solutions, advisory and valuation
services, capital investment, and real estate advisory services
for an extensive array of companies.  The corporate headquarters
is located in Woodland Hills, Calif. with additional offices in
Atlanta, Boston, Charlotte, N.C., Chicago, Dallas, New York, San
Francisco and London.

                        About Daffy's Inc.

Secaucus, New Jersey-based Daffy's Inc., a 19-store chain, off-
price retailer of designer fashions for women, men, children, and
the home, located in the New York metropolitan area and
Philadelphia, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-13312) on Aug. 1, 2012, with a plan to shutter the
business and pay off creditors in full.  A copy of the Plan is
available at:

     http://bankrupt.com/misc/Daffys_Chapter_11_Plan.pdf

The Debtor has an Asset Purchase, Assignment and Support
Agreement, dated as July 18, 2012, with Marcia Wilson, The Wilson
2003 Family Trust, and Jericho Acquisitions I LLC, pursuant to
which the Debtor's leasehold interests will be sold to Jericho
Acquisitions I LLC through the Plan.

The Debtor has hired Gordon Brothers Retail Partners, LLC and
Hilco Merchant Resources LLC to liquidate the Debtor's inventory.

The Debtor estimates that the proceeds received from the
liquidation of its inventory and the sale of its leasehold
interests will exceed at least $60 million to satisfy
approximately $37 million in claims.  Cost of administering the
chapter 11 case will not exceed approximately $5 million (after
certain expenses are reimbursed pursuant to the Purchase
Agreement).  Accordingly, the Debtor believes that the disposition
of the Debtor's principal assets will generate more than
sufficient cash to pay all holders of Allowed Claims (as such term
is defined in the Plan) in full, with interest, thus rendering all
classes under the Plan unimpaired.

The Debtor has filed its schedules, disclosing $51,106,469 in
total assets and $36,646,856 in total liabilities.

Bankruptcy Judge Martin Glenn presides over the case.  The Debtor
is represented by Andrea Bernstein, Esq., and Debra A. Dandeneau,
Esq., at Weil, Gotshal & Manges LLP as counsel.  Donlin, Recano &
Company, Inc., serves as claims and notice agent.

The Debtor's case is being funded by a $10 million postpetition
financing with Vim-3, L.L.C., Vimwilco, L.P., and Marcia Wilson,
as successor to Vim Associates, as guarantors; and Wells Fargo,
National Association, as DIP lender.  The DIP loan consists of
$2.5 million in new money loans available on a revolving basis;
and the roll up of $6.2 million of existing prepetition debt.

Counsel for the DIP Lender are Donald E. Rothman, Esq., and
Nathan C. Pagett, Esq., at Riemer & Braunstein LLP.

Gordon Brothers and Hilco Merchant Resources are represented by
Curtis, Mallet-Prevost, Colt & Mosle LLP

Jericho Acquisition is represented by Brad Eric Scheler, Esq., at
Fried, Frank, Harris, Shriver & Jacobson LLP.

Marcia Wilson is represented by Dana B. Cobb, Esq., at Beattie
Padovano, LLC.


DEWEY & LEBOEUF: Creditors Want Ex-Partners Committee Dissolved
---------------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that the official
committee of unsecured creditors on Tuesday joined Dewey & LeBoeuf
LLP in asking a New York bankruptcy judge to dissolve the official
committee of former partners in the case, arguing its continued
existence is too expensive as well as unnecessary.

The unsecured creditors committee claims the former partners
committee is dedicated to promoting the interests of a subset of
its intended constituents -- Dewey retirees -- as opposed to
former partners, and is not even essential to properly represent
those interests, according to Bankruptcy Law360.

Bankruptcy Law360 also reports that Dewey & LeBoeuf again pressed
the bankruptcy judge to disband the former partners' committee,
arguing there is no justification for the "extraordinary remedy"
of a second statutory committee in the case.

Bankruptcy Law360 relates that the bankrupt law firm claims the
U.S. Trustee in the action has failed to explain why the former
partners committee is necessary or appropriate, either when it was
originally appointed or now.

                        About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.


DIGITAL DOMAIN: Faces Questions Over Bankruptcy Settlement
----------------------------------------------------------
Peg Brickley at Dow Jones' DBR Small Cap reports that a federal
bankruptcy watchdog and private equity investor Palm Beach Capital
say Digital Domain Media Group is back in the special effects
business, but not in a good way.

                       About Digital Domain

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

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

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

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

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

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

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


DUNES MOTEL: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Dunes Motel, Inc.
        40 Lake Belleuve, #100
        Bellevue, WA 98005

Bankruptcy Case No.: 12-20811

Chapter 11 Petition Date: October 25, 2012

Court: U.S. Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

Debtor's Counsel: Dallas W. Jolley, Jr., Esq.
                  4707 S. Junett Street, Suite B
                  Tacoma, WA 98409
                  Tel: (253) 761-8970
                  E-mail: dallas@jolleylaw.com

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

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

A copy of the Company's list of its two largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/wawb12-20811.pdf

The petition was signed by Gregory S. Tift, president.


EAST COAST: Case Summary & 17 Unsecured Creditors
-------------------------------------------------
Debtor: East Coast Capital Investment, LLC
        dba East Coast Capital Investments, LLC
        260 Westward Drive, #202
        Miami Springs, FL 33166

Bankruptcy Case No.: 12-35532

Chapter 11 Petition Date: October 25, 2012

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Richard R. Robles, Esq.
                  LAW OFFICES OF RICHARD R. ROBLES, P.A.
                  905 Brickell Bay Drive, #228
                  Miami, FL 33131
                  Tel: (305) 755-9200
                  E-mail: rrobles@roblespa.com

Scheduled Assets: $1,100

Scheduled Liabilities: $5,703,121

A copy of the Company's list of its 17 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flsb12-35532.pdf

The petition was signed by William A. Ugarte, managing member.


EASY FINANCING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Easy Financing Corporation
        6804 Holabird Avenue
        Dundalk, MD 21222-1745

Bankruptcy Case No.: 12-29443

Chapter 11 Petition Date: October 25, 2012

Court: U.S. Bankruptcy Court
       District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Stephen B. Gerald, Esq.
                  WHITEFORD, TAYLOR & PRESTON
                  7 St. Paul Street, Suite 1400
                  Baltimore, MD 21202
                  Tel: (410) 347-8700
                  E-mail: sgerald@wtplaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/mdb12-29443.pdf

The petition was signed by Matthew A. Hornung, president.


EDIETS.COM INC: Signs Definitive Merger Agreement with ASTV
-----------------------------------------------------------
eDiets.com, Inc., has signed a definitive merger agreement under
which eDiets.com will become a wholly-owned subsidiary of As Seen
On TV, Inc. (OTCQB: ASTV), a direct response marketing company and
owner of AsSeenOnTV.com, in a stock-for-stock transaction valued
at approximately $13 million based on the closing per share price
of ASTV's common stock on Oct. 30, 2012.

Under the terms of the agreement, ASTV will issue 19,077,252
shares of its common stock in exchange for all of the issued and
outstanding shares of eDiets common stock.  Based on the number of
shares that eDiets expects to have outstanding at the effective
date of the merger, the Company expects that each eDiets.com
stockholder will receive 1.2667 shares of ASTV common stock for
each share of eDiets.com common stock.

"The combination of eDiets and As Seen on TV will bring together
what we believe to be the strongest team of direct response talent
in the industry and a product line with significant growth
potential," said Kevin Richardson, Chairman of eDiets.com.  "We
are excited to benefit from As Seen On TV's extensive marketing
infrastructure, including new potential marketing channels,
customer database and celebrity contacts and believe that they
have the depth and experience needed to realize the potential of
our fresh-prepared diet meal delivery service.  We trust our
stockholders will share our enthusiasm for the prospects of this
exciting combination."

The boards of directors of both companies have approved the
agreement and the eDiets.com Board of Directors has recommended
that eDiets.com's stockholders approve the merger.  Upon receipt
of stockholder approval and consummation of the anticipated
merger, eDiets.com will become a wholly-owned subsidiary of As
Seen On TV, Inc., and will continue to be operated by its current
management team, including Kevin Richardson, Chairman of
eDiets.com, and Jennifer Hartnett, President and Chief Executive
Officer.

The closing of the merger is subject to customary closing
conditions, including approval of the transaction by eDiet.com's
stockholders.  Subject to satisfaction or waiver of these
conditions, eDiets.com anticipates that the merger will close
during the first quarter of 2013.

Under the terms of the merger agreement, the Company may solicit
superior proposals from third parties for a period of 30 calendar
days continuing through Nov. 30, 2012.  It is not anticipated that
any developments will be disclosed with regard to this process
unless the Company's Board of Directors makes a decision with
respect to a potential superior proposal.  There are no guarantees
that this process will result in a superior proposal.

                            About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs.  eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com

Following the 2011 results, Ernst & Young LLP, in Boca Raton,
Florida, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses, was not
able to meet its debt obligations in the current year and has a
working capital deficiency.

The Company's balance sheet at June 30, 2012, showed $1.99 million
in total assets, $4.26 million in total liabilities, all current,
and a $2.26 million total stockholders' deficit.

                         Bankruptcy Warning

On Aug. 10, 2012, the Company entered into a letter of intent with
As Seen On TV, Inc., a direct response marketing company, whereby
ASTV agreed to acquire all of the Company's outstanding shares of
common stock in exchange for 16,185,392 newly issued shares of
ASTV common stock, representing an acquisition price of
approximately $0.80 per share of the Company's common stock.
Under the Letter of Intent, all of the Company's other outstanding
securities exercisable or exchangeable for, or convertible into,
the Company's capital stock would be deemed converted into, and
exchanged for securities of ASTV on an as converted basis
immediately prior to the record date of the acquisition.

Both before and after consummation of the transactions described
in the Letter of Intent, and if those transactions are never
consummated, the continuation of the Company's business is
dependent upon raising additional financial support.

"In light of our results of operations, management has and intends
to continue to evaluate various possibilities to the extent these
possibilities do not conflict with our obligations under the
Letter of Intent," the Company said in its quarterly report for
the period ended June 30, 2012.  "These possibilities include:
raising additional capital through the issuance of common or
preferred stock, securities convertible into common stock, or
secured or unsecured debt, selling one or more lines of business,
or all or a portion of the our assets, entering into a business
combination, reducing or eliminating operations, liquidating
assets, or seeking relief through a filing under the U.S.
Bankruptcy Code."


EDISON MISSION: Incurs $162 Million Net Loss in Third Quarter
-------------------------------------------------------------
Edison Mission Energy filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $162 million on $340 million of operating revenues for the
three months ended Sept. 30, 2012, compared with net income of
$33 million on $437 million of operating revenues for the same
period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $348 million on $1 billion of operating revenues, in
comparison with a net loss of $19 million on $1.27 billion of
operating revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

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

                        http://is.gd/CNzn5m

                        About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

As of Dec. 31, 2010, EME's subsidiaries and affiliates owned or
leased interests in 39 operating projects with an aggregate net
physical capacity of 10,979 MW of which EME's pro rata share was
9,852 MW.  At Dec. 31, 2010, EME's subsidiaries and affiliates
also owned four wind projects under construction totaling 480 MW
of net generating capacity.

The Company reported a net loss of $1.07 billion in 2011, compared
with net income of $163 million in 2010.

                        Bankruptcy Warning

At June 30, 2012, EME, and its subsidiaries without contractual
dividend restrictions, had corporate cash and cash equivalents of
$879 million, which includes Midwest Generation's cash and cash
equivalents of $177 million.  EME and Midwest Generation's
previous revolving credit agreements have been terminated or
expired and no longer are sources of liquidity.  At June 30, 2012,
EME had $3.7 billion of unsecured notes outstanding, $500 million
of which mature in June 2013.

EME is currently experiencing operating losses due to lower
realized energy and capacity prices, higher fuel costs and lower
generation at the Midwest Generation plants.  Forward market
prices indicate that these trends are expected to continue for a
number of years.  As a result, EME expects that it will incur
further reductions in cash flow and losses in the current year and
in subsequent years.  A continuation of these adverse trends
coupled with pending debt maturities and the need to retrofit its
Midwest Generation plants to comply with governmental regulations
will exhaust EME's liquidity.  Consequently, EME will need to
consider all options available to it, including potential sales of
assets, restructuring, reorganization of its capital structure, or
conservation of cash that would be otherwise applied to the
payment of obligations.  EME has entered into non-disclosure and
engagement agreements with advisors representing certain of its
unsecured bondholders for the purpose of engaging in discussions
with those advisors and Edison International regarding EME's
financial condition.  Absent a restructuring of its obligations,
based on current projections, EME is not expected to have
sufficient liquidity to repay the $500 million debt obligation due
in June 2013.  As a result, EME may need to file for protection
under Chapter 11 of the U.S. Bankruptcy Code.

                           *     *     *

As reported by the TCR on July 4, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Edison Mission
Energy (EME) and its subsidiaries Midwest Generation LLC (Midwest
Gen) and Edison Mission Marketing & Trading Inc. (EMMT), to 'CCC'
from 'CCC+' based on greater refinance risk in 2013 due to lower
cash flow over the medium term and reduced liquidity and greater
potential for corporate restructuring.

In the April 26, 2012, edition of the TCR, Fitch Ratings has
lowered Edison Mission Energy (EME) and Midwest Generation LLC's
(MWG) long-term Issuer Default Ratings (IDRs) to 'CC' from 'B-'.
The lower IDRs for EME and MWG reflect the challenges to the
companies' future solvency and liquidity caused primarily by a
prolonged decline in historic and forward power price curves,
rising operating and capital costs due to environmental
regulations and an unsustainably high debt burden.

The Troubled Company Reporter said on April 14, 2012, that
Moody's Investors Service downgraded EME's Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) to Ca from Caa2.

"The rating action reflects the high probability of a default over
the next several months as the capital structure appears likely to
be restructured in light of expected weak cash flow, environmental
capital requirements, and upcoming debt maturities," said A.J.
Sabatelle, Senior Vice President at Moody's.  "The rating action
recognizes comments by EME's management in its recent SEC
quarterly filings concerning the increased default prospects for
EME and its subsidiary MWG, and factors in Moody's recovery
prospects for security holders at EME and MWG in a default
scenario," added Sabatelle.


EDISON MISSION: May File for Bankruptcy Protection
--------------------------------------------------
Mark Chediak at Bloomberg News reports that Edison International's
Edison Mission Energy unit may not make a $97 million bond
interest payment on Nov. 15, which would require the unit to file
for Chapter 11 bankruptcy protection, Edison Chief Executive
Officer Ted Craver said during a conference call Nov. 1.

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

As of Dec. 31, 2010, EME's subsidiaries and affiliates owned or
leased interests in 39 operating projects with an aggregate net
physical capacity of 10,979 MW of which EME's pro rata share was
9,852 MW.  At Dec. 31, 2010, EME's subsidiaries and affiliates
also owned four wind projects under construction totaling 480 MW
of net generating capacity.

The Company reported a net loss of $1.07 billion in 2011, compared
with net income of $163 million in 2010.

The Company's balance sheet at June 30, 2012, showed $8.25 billion
in total assets, $6.59 billion in total liabilities and $1.66
billion in total equity.

                        Bankruptcy Warning

At June 30, 2012, EME, and its subsidiaries without contractual
dividend restrictions, had corporate cash and cash equivalents of
$879 million, which includes Midwest Generation's cash and cash
equivalents of $177 million.  EME and Midwest Generation's
previous revolving credit agreements have been terminated or
expired and no longer are sources of liquidity.  At June 30, 2012,
EME had $3.7 billion of unsecured notes outstanding, $500 million
of which mature in June 2013.

EME is currently experiencing operating losses due to lower
realized energy and capacity prices, higher fuel costs and lower
generation at the Midwest Generation plants.  Forward market
prices indicate that these trends are expected to continue for a
number of years.  As a result, EME expects that it will incur
further reductions in cash flow and losses in the current year and
in subsequent years.  A continuation of these adverse trends
coupled with pending debt maturities and the need to retrofit its
Midwest Generation plants to comply with governmental regulations
will exhaust EME's liquidity.  Consequently, EME will need to
consider all options available to it, including potential sales of
assets, restructuring, reorganization of its capital structure, or
conservation of cash that would be otherwise applied to the
payment of obligations.  EME has entered into non-disclosure and
engagement agreements with advisors representing certain of its
unsecured bondholders for the purpose of engaging in discussions
with those advisors and Edison International regarding EME's
financial condition.  Absent a restructuring of its obligations,
based on current projections, EME is not expected to have
sufficient liquidity to repay the $500 million debt obligation due
in June 2013.  As a result, EME may need to file for protection
under Chapter 11 of the U.S. Bankruptcy Code.

                           *     *     *
In August 2012, Moody's Investors Service downgraded the long-term
ratings of Edison Mission Energy and its subsidiary, Midwest
Generation Company, LLC (MWG), including EME's senior unsecured
notes to Ca from Caa3 and EME's Corporate Family Rating (CFR) and
Probability of Default Rating (PDR) to Ca from Caa2.  The rating
outlook for EME and MWG is negative.

"The rating action reflects the high probability of a default over
the next several months as the capital structure appears likely to
be restructured in light of expected weak cash flow, environmental
capital requirements, and upcoming debt maturities," said A.J.
Sabatelle, Senior Vice President at Moody's. "The rating action
recognizes comments by EME's management in its recent SEC
quarterly filings concerning the increased default prospects for
EME and its subsidiary MWG, and factors in Moody's recovery
prospects for security holders at EME and MWG in a default
scenario," added Sabatelle.


ELPIDA MEMORY: Tokyo District Court Picks Micron as Buyer
---------------------------------------------------------
Michael Bathon at Bloomberg News reports that the Tokyo District
Court picked Micron Technology Inc. as the buyer for Elpida Memory
Inc. to revive the bankrupt Japanese chipmaker, dismissing an
alternative plan put forward by bondholders.

According to the report, the court said creditors must vote on a
reorganization plan that includes the Micron offer by Feb. 26,
Elpida said in a statement Oct. 31.  Boise, Idaho-based Micron
offered 200 billion yen ($2.5 billion) in July to take over
Elpida.  Bondholders challenged the deal, calling it "severely
detrimental."  "This is an important step forward in the
reorganization process," Micron Chief Executive Officer Mark
Durcan said in a separate statement.  The transaction, which
remains subject to creditors' approval as well as court and
regulatory approvals in other countries, is expected to close in
the first half of 2013, the company said.

The report relates that Micron's purchase of Tokyo-based Elpida
may help the U.S. company vie with industry leader Samsung
Electronics Co. while giving it greater control over supply gluts
that have caused it to report losses amid falling prices.  The
deal doubles the U.S. company's share of the global market for
dynamic random access memory, the most widely used memory chips in
personal computers, to about 24%.

The Bloomberg report discloses that Micron, the largest U.S. maker
of computer memory chips, won approval from the Tokyo District
Court in May to negotiate to buy Elpida's entire business after
the Japanese company held two bidding rounds.  Some of Elpida's
creditors had urged the Tokyo court to reject Micron's takeover
and presented an alternative plan in August.

                        About Elpida Memory

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

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

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


EME HOMER: Incurs $180 Million Net Loss in Third Quarter
--------------------------------------------------------
EME Homer City Generation L.P. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $180 million on $122 million of total operating
revenues for the three months ended Sept. 30, 2012, compared with
net income of $5 million on $158 million of total operating
revenues for the same period a year ago.

The Company incurred a net loss of $290 million on $300 million of
total operating revenues for the nine months ended Sept. 30, 2012,
compared with a net loss of $38 million on $410 million of total
operating revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$1.08 billion in total assets, $1.72 billion in total liabilities,
and a $641 million partners' deficit.

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

                        http://is.gd/WjbZ3x

                         About Homer City

Homer City, Pennsylvania-based EME Homer City Generation L.P., is
a Pennsylvania limited partnership with Chestnut Ridge Energy
Company as a limited partner with a 99.9 percent interest and
Mission Energy Westside Inc. as a general partner with a
0.1 percent interest.  Both Chestnut Ridge Energy and Mission
Energy Westside are wholly owned subsidiaries of Edison Mission
Holdings Co., a wholly owned subsidiary of EME.  EME is an
indirect wholly owned subsidiary of Edison International.

EME Homer City was formed for the purpose of acquiring, owning and
operating three coal-fired electric generating units and related
facilities located in Indiana County, Pennsylvania with an
aggregate capacity of 1,884 MW, which Homer City collectively
refers to as the "Homer City plant," for the purpose of producing
electric energy.  Homer City acquired the Homer City plant on
March 18, 1999, and completed a sale-leaseback of its facilities
to third parties in December 2001.

Certain divestitures of Homer City's leasehold interest in the
plant are subject to consent rights of the holders of the secured
lease obligation bonds issued in connection with the original
sale-leaseback transaction.  GECC is currently engaged in
discussions and has reached an agreement in principle on a non-
binding restructuring term sheet with certain of the holders of
the secured lease obligation bonds regarding amendments to the
terms of the 8.137% Senior Secured Bonds due 2019 and the 8.734%
Senior Secured Bonds due 2026, each issued by Homer City Funding
LLC.

"Even though an agreement in principle has been reached with
certain holders of the secured lease obligation bonds, that
agreement may not be approved by the secured lease obligation
bondholders as required under the operative documents to
effectuate the necessary modifications to the terms of the bonds.
If an agreement to modify the terms of the bonds is not approved
and consummated, then it is possible that Homer City could become
the subject of bankruptcy proceedings," the Partnership said in
its quarterly report for the period ended June 30, 2012.

The Company reported a net loss of $686 million in 2011, compared
with net income of $27 million in 2010.

PricewaterhouseCoopers LLP, in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2011.  The indepdendent
auditors noted that the Partnership does not expect to generate
sufficient capital from operations necessary to meet its
obligations, which raises substantial doubt on its ability to
continue as a going concern.


FIRST FINANCIAL: Closing of Sale Agreement Extended to Nov. 14
--------------------------------------------------------------
First Federal Savings Bank of Elizabethtown, Inc., First Financial
Service Corporation's banking subsidiary, and First Security Bank
of Owensboro, Inc., the banking subsidiary of First Security,
Inc., agreed to extend the termination date of their Branch
Purchase Agreement from Oct. 31, 2012, to Nov. 14, 2012.  The
Agreement provides for the sale of First Federal's four retail
banking offices in Louisville, Kentucky to First Security.

The sale of First Federal's Louisville branches is subject to
First Security obtaining regulatory approvals, raising sufficient
capital to meet any condition for such regulatory approval, and
other customary closing conditions.

The extension is intended to give the parties an additional two
weeks to attempt to negotiate an amendment to the agreement that
gives First Security additional time to complete its capital raise
and meet the closing conditions on terms satisfactory to First
Federal.

                       About First Financial

Elizabethtown, Kentucky-based First Financial Service Corporation
is the parent bank holding company of First Federal Savings Bank
of Elizabethtown, which was chartered in 1923.  The Bank serves
six contiguous counties encompassing central Kentucky and the
Louisville metropolitan area, through its 17 full-service banking
centers and a commercial private banking center.

As reported in the TCR on April 9, 2012, Crowe Horwath LLP, in
Louisville, Ky., audited the Company's financial statements for
2011.  The independent auditors said that the Company has recently
incurred substantial losses, largely as a result of elevated
provisions for loan losses and other credit related costs.  "In
addition, both the Company and its bank subsidiary, First Federal
Savings Bank, are under regulatory enforcement orders issued by
their primary regulators.  First Federal Savings Bank is not in
compliance with its regulatory enforcement order which requires,
among other things, increased minimum regulatory capital ratios.
First Federal Savings Bank's continued non-compliance with its
regulatory enforcement order may result in additional adverse
regulatory action."

The Company's balance sheet at June 30, 2012, showed
$1.192 billion in total assets, $1.143 billion in total
liabilities, and stockholders' equity of $48.5 million.

In its 2012 Consent Order with the FDIC and KDFI, the Bank agreed
to achieve and maintain a Tier 1 capital ratio of 9.0% and a total
risk-based capital ratio of 12.0% by June 30, 2012.  "At June 30,
2012, we were not in compliance with the Tier 1 and total risk-
based capital requirements.  We notified the bank regulatory
agencies that the increased capital levels would not be achieved
and anticipate that the FDIC and KDFI will reevaluate our progress
toward achieving the higher capital ratios at Sept. 30, 2012."


FIRST MARINER: Reports $7.9 Million Net Income in Third Quarter
---------------------------------------------------------------
1st Mariner Bancorp reported net income of $7.92 million on $11.91
million of total interest income for the three months ended
Sept. 30, 2012, compared with a net loss of $7.96 million on
$11.67 million of total interest income for the same period during
the prior year.

The Company reported net income of $15.41 million on
$34.70 million of total interest income for the nine months ended
Sept. 30, 2012, compared with a net loss of $26.26 million on
$35.51 million of total interest income for the same period a year
ago.

The Company's balance sheet at Sept. 30, 2012, showed
$1.29 billion in total assets, $1.30 billion in total liabilities,
and a $8.76 million total stockholders' deficit.

Mark A. Keidel, 1st Mariner's chief executive officer, said, "Our
positive momentum in earnings continued as we experienced
improvements in operating results across all segments of operating
performance measures.  A record number of mortgage originations
during the quarter and for the first nine months of 2012 drove a
110% increase in non-interest income in the third quarter of 2012.
While mortgage led the way in operating performance improvement
for the third quarter, we also experienced higher net interest
income, lower charge offs and credit related expenses, and reduced
operating expenses."

Mr. Keidel added, "Along with the improved financial performance,
1st Mariner successfully consolidated administrative units in its
Canton headquarters in the third quarter which will reduce future
occupancy costs and recently completed a successful conversion of
its data processing platform that will enhance customer
capabilities and improve back office efficiencies.  These
initiatives required extraordinary commitment and skill from our
employees, and lay the groundwork for improved customer service
and lower operating costs."

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

                        http://is.gd/uNCdB8

                        About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.

"Quantitative measures established by regulation to ensure capital
adequacy require the [First Mariner] Bank to maintain minimum
amounts and ratios of total and Tier I capital to risk-weighted
assets, and of Tier I capital to average quarterly assets," the
Company said in the filing.  "As of March 31, 2011, the Bank was
"under-capitalized" under the regulatory framework for prompt
corrective action."

For the year ended Dec. 31, 2011, Stegman & Company, in Baltimore,
Maryland, expressed substantial doubt about the Company's ability
to continue as a going concern.  The independent auditors noted
that the Company continued to incur significant net losses in
2011, primarily from loan losses and costs associated with real
estate acquired through foreclosure.  The Company has insufficient
capital per regulatory guidelines and has failed to reach capital
levels required in the Cease and Desist Order issued by the
Federal Deposit Insurance Corporation in September 2009.

                         Bankruptcy Warning

As of Dec. 31, 2011, the Bank's and the Company's capital levels
were not sufficient to achieve compliance with the higher capital
requirements the Company was required to have met by June 30,
2010.  The failure to meet and maintain these capital requirements
could result in further action by the Company's regulators.

In the September Order, the FDIC and the Commissioner directed the
Bank to raise its leverage and total risk-based capital ratios to
6.5% and 10%, respectively, by March 31, 2010 and to 7.5% and 11%,
respectively, by June 30, 2010.  The Company did not meet these
requirements.  The Company has been in regular communication with
the staffs of the FDIC and the Commissioner regarding efforts to
satisfy the higher capital requirements.

First Mariner currently does not have any material amounts of
capital available to invest in the Bank and any further increases
to the Company's allowance for loan losses and operating losses
would negatively impact the Company's capital levels and make it
more difficult to achieve the capital levels directed by the FDIC
and the Commissioner.

Because the Company has not met all of the capital requirements
set forth in the September Order within the prescribed timeframes,
the FDIC and the Commissioner could take additional enforcement
action against the Company, including the imposition of monetary
penalties, as well as further operating restrictions.  The FDIC or
the Commissioner could direct us to seek a merger partner or
possibly place the Bank in receivership.  If the Bank is placed
into receivership, the Company would cease operations and
liquidate or seek bankruptcy protection.  If the Company were to
liquidate or seek bankruptcy protection, First Mariner does not
believe that there would be assets available to holders of the
capital stock of the Company.


GARLOCK SEALING: Wants Asbestos Claimants Barred From Injury Case
-----------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that Garlock Sealing
Technologies LLC asked a North Carolina bankruptcy court Tuesday
to deny asbestos claimants' request to intervene in its suit
accusing a woman of fraudulently winning a $1.5 million Kentucky
state court verdict over her husband's asbestos exposure.

                       About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in state
and federal courts across the country.  The Company says majority
of pending asbestos actions against it is stale and dormant --
almost 110,000 or 88% were filed more than four years ago and more
than 44,000 or 35% were filed more than 10 years ago.

Garlock said in the Disclosure Statement that all asbestos claims
must be paid in full.  Full payment enables the plan to allow
continued ownership by parent EnPro Industries Inc.

The Plan will create a trust to fund payment to present and future
asbestos claimants.  For currently existing claims, the trust will
have insurance proceeds plus cash from Garlock together with a
promise from EnPro to provide up to $30 million over time.  For
future claims, the trust will receive $60 million from Garlock
plus a secured promise by Garlock to supply an additional
$140 million.  The promise will be secured by 51% of Garlock's
stock.


GATEHOUSE MEDIA: Incurs $9.4 Million Net Loss in Third Quarter
--------------------------------------------------------------
Gatehouse Media, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $9.41 million on $120.79 million of total revenues for the
three months ended Sept. 30, 2012, compared with a net loss of
$5.16 million on $125.02 million of total revenues for the three
months ended Sept. 25, 2011.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $25.65 million on $365.39 million of total revenues,
in comparison with a net loss of $28.42 million on $374.95 million
of total revenues for the nine months ended Sept. 25, 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$480.43 million in total assets, $1.30 billion in total
liabilities, and a $829.10 million total stockholders' deficit.

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

                         http://is.gd/jmL3tM

                       About GateHouse Media

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

The Company reported a net loss of $22.22 million for the year
ended Jan. 1, 2012, a net loss of $26.64 million for the year
ended Dec. 31, 2010, and a net loss of $530.61 million for the
year ended Dec. 31, 2009.

                        Bankruptcy Warning

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

There can be no assurance that the Company's business will
generate cash flow from operations or that future borrowings will
be available to the Company in amounts sufficient to enable it to
pay its indebtedness or to fund our other liquidity needs.
Currently the Company does not have the ability to draw upon its
revolving credit facility which limits its immediate and short-
term access to funds.  If the Company is unable to repay its
indebtedness at maturity the Company may be forced to liquidate or
reorganize its operations and business under the federal
bankruptcy laws.


GENERAL MOTORS: Dist. Court Rejects Employee's Retaliation Claim
----------------------------------------------------------------
District Judge David M. Lawson granted, in part, and denied, in
part, General Motors LLC's motion for summary judgment in an
employee compensation lawsuit.  Patricia Kienzle alleges in a
complaint filed in District Court that from July 2009 to January
2010, General Motors paid her less money for doing the same work
as male supervisors and the male engineers that she managed.  In
an amended complaint, she also alleges that male supervisors she
worked with harassed her, that managers and company human
resources representative ignored her complaints of harassment, and
that managers retaliated against her when she complained.  Ms.
Kienzle bases her complaints of discrimination and retaliation on
Title VII of the Civil Rights Act of 1964, Michigan's counterpart
legislation, and the Equal Pay Act.

Ms. Kienzle has been working at GM since 1983, first, at its
Ypsilanti facility, then at the Pontiac facility, both in
Michigan.

The Court heard oral argument on GM's motion on Oct. 25, 2012, and
has concluded that the plaintiff has offered sufficient evidence
on her Equal Pay Act and disparate treatment claims to survive
summary judgment, but she has failed to do so on her retaliation
claims.

Accordingly, the Court ruled that the plaintiff's claims of
retaliation under Title VII of the Civil Rights Act of 1964 and
Michigan's Elliott-Larsen Civil Rights Act in the amended
complaint are dismissed with prejudice.  The motion is denied in
all other respects.

The lawsuit is captioned, PATRICIA A. KIENZLE, Plaintiff, v.
GENERAL MOTORS, LLC, Defendant, Case No. 11-11930 (E.D. Mich.).  A
copy of the Court's Oct. 29 Opinion and Order is available at
http://is.gd/pDL1ZFfrom Leagle.com.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

General Motors Corp. and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31, 2011.


GRAY TELEVISION: Reports $15.8 Million Net Income in 3rd Quarter
----------------------------------------------------------------
Gray Television, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $15.87 million on $102.87 million of revenue for the three
months ended Sept. 30, 2012, compared with net income of
$1.98 million on $76.51 million of revenue for the same period
during the prior year.

The Company reported net income of $30.23 million on
$278.24 million of revenue for the nine months ended Sept. 30,
2012, compared with net income of $1.46 million on $222.46 million
of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$1.27 billion in total assets, $1.11 billion in total liabilities,
$13.19 million in series D perpetual preferred stock, and
$149.94 million in total stockholders' equity.

"We are pleased with our operating results for the third quarter
of 2012.  Our period over period increase in revenue for the third
quarter was primarily due to increases in political advertising
revenue and retransmission consent revenue.  In addition, our
local advertising, national advertising, internet advertising and
other revenue also increased," the Company said in a press
release.

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

                        http://is.gd/jewl3e

                       About Gray Television

Formerly known as Gray Communications System, Atlanta, Georgia-
based Gray Television, Inc., is a television broadcast company.
Gray currently operates 36 television stations serving 30 markets.
Each of the stations are affiliated with either CBS (17 stations),
NBC (10 stations), ABC (8 stations) or FOX (1 station).  In
addition, Gray currently operates 38 digital second channels
including 1 ABC, 4 Fox, 7 CW, 16 MyNetworkTV and 1 Universal
Sports Network affiliates plus 8 local news/weather channels and 1
"independent" channel in certain of its existing markets.

                           *     *     *

As reported by the TCR on Sept. 26, 2012, Moody's Investors
Service upgraded Gray Television, Inc.'s Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) each to B3 from
Caa1.  The upgrades reflect Moody's expectations for the company
to benefit from strong political revenue demand through November
2012 resulting in improved credit metrics combined with
management's commitment to reduce leverage.

In the April 9, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Atlanta,
Ga.-based TV broadcaster Gray Television Inc. to 'B' from 'B-'.

"The 'B' rating reflects company's still-high debt leverage and
weak discretionary cash flow, as well as our expectation that the
company will maintain adequate headroom with its financial
covenants in the absence of any further tightening of covenant
thresholds.  The stable rating outlook reflects our expectation
that Gray will maintain lease-adjusted debt to average trailing-
eight-quarter EBITDA below 7.5x.  We also expect the company to
generate modest positive discretionary cash flow in 2012," S&P
said.


GROUPON INC: SEC Completes Review Over Financial Restatement
------------------------------------------------------------
The Wall Street Journal's Shira Ovide reports that the Securities
and Exchange Commission said in a letter dated Oct. 4 and released
Friday by Groupon Inc. that the agency has completed its review of
Groupon's filings.  The SEC this summer began pressing Groupon to
disclose more details on revenue from its new business lines and
on reasons behind the daily-deal site's financial revision this
spring.  The Oct. 4 letter says the SEC still can take action
later against Groupon.

On March 30, 2012, Groupon announced it would revise its fourth
quarter, 2011 financial results.  The revision, the company said,
would include a reduction in revenue and an increase in operating
expenses.  Groupon also noted, "In conjunction with the completion
of the audit of Groupon's financial statements for the year ended
December 31, 2011 by its independent auditor, Ernst & Young LLP,
the Company included a statement of a material weakness in its
internal controls over its financial statement close process in
its Annual Report on Form 10-K for year ended December 31, 2011."

Following the announcement, Groupon's stock declined sharply,
losing nearly 17% of its value on April 2, 2012, closing at
$15.27.

Groupon, certain of its officers and directors, and the
underwriters of its IPO, are facing various securities class-
action lawsuits alleging violation of the federal securities laws
by issuing false and misleading statements to investors.

WSJ notes Groupon shares, which for months have traded well off
their November initial public offering price of $20, on Nov. 2
touched an all-time low of $3.68.  Groupon's stock price ended
trading Friday at $3.83, down 5% on the day.

                        About Groupon Inc.

Chicago-based Groupon Inc. (NASDAQ: GRPN)-- http://www.groupon.com
-- features a daily deal on the best stuff to do, eat, see and buy
in 48 countries around the world.  Groupon works with selected
business partners to create a win-win proposition for business and
consumers, delivering more than 1,000 daily deals globally.


GUITAMMER COMPANY: Had $261,600 Net Loss in Third Quarter
---------------------------------------------------------
The Guitammer Company reported a net loss of $261,592 on $555,115
of revenues for the three months ended Sept. 30, 2012, compared
with a net loss of $221,995 on $179,272 of revenues for the same
period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $840,705 on $1.6 million of revenues, compared with a net
loss of $666,263 on $1.2 million of revenues for the same period
of 2011.

The increase in net loss for the nine months ended Sept. 30, 2012,
was caused by the increase of approximately $307,000 of non-cash
expenses.

The Company's balance sheet at Sept. 30, 2012, showed $1.1 million
in total assets, $3.1 million in total liabilities, and a
stockholders' deficit of $2.0 million.

"The Company has incurred net losses, negative cash flows from
operating activities, and has an accumulated deficit of
approximately $7.7 million at Sept. 30, 2012.  In addition, at
Sept. 30, 2012, the Company had a cash balance of $216,069 and
working capital deficiency of approximately $1.5 million.  The
Company has relied upon cash from its financing activities to fund
its ongoing operations as it has not been able to generate
sufficient cash from its operating activities in the past and
there is no assurance it will be able to do so in the future.
Unless the Company can obtain additional cash resources, these
factors raise substantial doubt about the Company's ability to
continue as a going concern."

Friedman LLP, in East Hanover, New Jersey, following its audit of
the Company's consolidated financial statements for the year ended
Dec. 31, 2011, said that the Company's accumulated deficit and
lack of capital raise substantial doubt about its ability to
continue as a going concern.

A copy of the Form 10-Q is available at http://is.gd/pyu7VY

Westerville, Ohio-based The Guitammer Company is involved in the
design and distribution of a low frequency audio transducer
branded as the original ButtKicker(R) products.  The Company,
sells its products internationally.


HARVARD ANNE: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: Harvard Anne, LLC
        3130 West Harvard Street
        Santa Ana, CA 92704

Bankruptcy Case No.: 12-22434

Chapter 11 Petition Date: October 25, 2012

Court: U.S. Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Scott C. Clarkson

Debtor's Counsel: Solomon A. Cheifer, Esq.
                  LAW OFFICE OF SOLOMON A. CHEIFER
                  1101 California Avenue, Suite 100
                  Corona, CA 92881
                  Tel: (951) 520-6979
                  Fax: (951) 880-0893
                  E-mail: solomon@cheiferlaw.com

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

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

A copy of the Company's list of its two unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/cacb12-22434.pdf

The petition was signed by Mark Louvier, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Trimco Finish, Inc.                   12-14331            04/05/12


HOSTESS BRANDS: Judge Approves Settlements With Seven Unions
------------------------------------------------------------
Rachel Feintzeig at Dow Jones' Daily Bankruptcy Review reports
that a bankruptcy judge approved settlement agreements that
Hostess Brands Inc. struck with seven of its 12 unions, a group
that consensually -- if reluctantly -- agreed to fresh labor deals
and deep concessions.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Debtor-affiliates that filed
separate Chapter 11 petition are IBC Sales Corporation, IBC
Trucking LLC, IBC Services LLC, Interstate Brands Corporation, and
MCF Legacy Inc.  Hostess Brands disclosed assets of $982 million
and liabilities of $1.43 billion as of Dec. 10, 2011.  Debt
includes $860 million on four loan agreements.  Trade suppliers
are owed as much as $60 million.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).  Ripplewood
Holding LLC, after providing $130 million to finance the plan,
obtained control of IBC's business following the prior
reorganization.  Hostess Brands is privately held.  The new owners
pursued new Chapter 11 cases to escape from what they called
"uncompetitive and unsustainable" union contracts, pension plans,
and health benefit programs.

In 2011, Hostess retained Houlihan Lokey to explore sales of its
smaller assets and individual brands.  Houlihan Lokey oversaw the
sale of Mrs. Cubbison's to Sugar Foods Corporation for
$12 million, but was unable to sell any of Hostess' core assets.
Judge Robert D. Drain oversees the case.  Hostess has hired Jones
Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

An official committee of unsecured creditors has been appointed in
the case.  The committee selected New York law firm Kramer Levin
Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein
head the legal team for the committee.


IMPERIAL CAPITAL: FDIC Appeal on Directors Probe Ruling Nixed
-------------------------------------------------------------
Carolina Bolado at Bankruptcy Law360 reports that U.S. District
Judge Cathy Ann Bencivengo has dismissed an appeal from the
Federal Deposit Insurance Corp., as the receiver for Imperial
Capital Bancorp Inc., of a bankruptcy court's ruling allowing the
unsecured creditors committee to investigate claims against the
directors and officers of the bankrupt bank.  In an order filed
Oct. 24, Judge Bencivengo dismissed the FDIC's appeal without
prejudice after both parties in the dispute had jointly asked to
end the appeal, according to Bankruptcy Law360.

                      About Imperial Capital

La Jolla, California-based Imperial Capital Bancorp, Inc., filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No.
09-19431) on Dec. 18, 2009.  Gary E. Klausner, Esq., Eve H.
Karasik, Esq., and Gregory K. Jones, Esq., at Stutman, Treister &
Glatt, P.C., in Los Angeles, serves as the Debtor's bankruptcy
counsel.  FTI Consulting Inc. serves as its financial advisor.
The Company disclosed $40.4 million in assets and $98.7 million in
liabilities.

Tiffany L. Carroll, the U.S. Trustee for Region 15, appointed
three members to the official committee of unsecured creditors in
the Debtor's case.  David P. Simonds, Esq., and Christina M.
Padien, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Los
Angeles, represents the Committee as counsel.

The ankruptcy Court last month confirmed Imperial Capital's Second
Amended Chapter 11 Plan of Reorganization proposed by the Debtors
and HoldCo Advisors.


INDIANAPOLIS DOWNS: Judge Okays $500-Mil. Sale to Rival Centaur
---------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that a Delaware
bankruptcy judge on Wednesday approved the $500 million sale of
Indianapolis Downs LLC to cross-state rival Centaur Holdings LLC
but said he was not close to ruling on the confirmation of the
horse track and casino's contested Chapter 11 plan.

Bankruptcy Law360 relates that track chairman and CEO Ross Mangano
-- the head of several family trusts collectively known as the
"Oliver parties" -- had questioned the integrity of the sale
process, especially Centaur's negotiations to resolve tax issues
with the state of Indiana.

                     About Indianapolis Downs

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

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

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

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


INFUSYSTEM HOLDINGS: Leap Tide Discloses 6.3% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Leap Tide Capital Management, LLC, and Jan Loeb
disclosed that, as of Oct. 22, 2012, they beneficially own
1,383,313 shares of common stock of InfuSystem Holdings, Inc.,
representing 6.33% of the shares outstanding.  A copy of the
filing is available for free at http://is.gd/fmCNiq

                     About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

After auditing the Company's 2011 financial statements, Deloitte &
Touche LLP, in Detroit, Michigan, said that the possibility of a
change in the majority representation of the Board and consequent
event of default under the Credit Facility, which would allow the
lenders to cause the debt of $24.0 million to become immediately
due and payable, raises substantial doubt about the Company's
ability to continue as a going concern.

The Company reported a net loss of $45.44 million in 2011,
compared with a net loss of $1.85 million in 2010.

The Company's balance sheet at June 30, 2012, showed $74.72
million in total assets, $35.52 million in total liabilities and
$39.20 million in total stockholders' equity.


INSPIRATION BIOPHARMACEUTICALS: Seeks to Sell Assets in Ch. 11
--------------------------------------------------------------
Inspiration Biopharmaceuticals Inc. has commenced a voluntary
reorganization case pursuant to Chapter 11's provisions of the
U.S. Bankruptcy Code.  Inspiration's Chapter 11 case was filed on
Oct. 30, 2012 with the U.S. Bankruptcy Court in Boston,
Massachusetts (Bankr. D. Mass. Case No. 12-18687).

With this filing, Inspiration is seeking to have the Bankruptcy
Court's approval on detailed bidding and auction procedures for
the sale of its assets to a third party purchaser.  Inspiration's
assets are notably comprised of commercial rights(1) to OBI-1, a
recombinant porcine factor VIII (rpFVIII) for the treatment of
hemophilia A with inhibitors and IB1001, a recombinant factor IX
(rFIX) for the treatment of hemophilia B. Through its $200 million
of convertible bonds, Ipsen is Inspiration's only senior secured
creditor.

Ipsen has agreed to include its hemophilia assets in the sale
process under certain conditions.  Ipsen's assets are comprised of
commercial rights(2) to OBI-1 and IB1001 as well as its OBI-1
industrial facility in Milford (Boston, MA).

In connection with the proposed asset sale, Inspiration and Ipsen
will jointly mandate an investment bank for the transaction.

Marc de Garidel, Chairman and Chief Executive Officer of Ipsen,
said "The Chapter 11 filing and the proposed asset sale reflect
the efforts by both Inspiration and Ipsen to find the best path to
develop and commercialize their product candidates.  Both
companies will now strive to find the best partner to provide both
patients and the medical community with new therapeutic
solutions."  Marc de Garidel added:  "The first nine months sales
of 2012, with all three specialty franchises up double digit, once
more highlight the pertinence of the Group's strategy of focus.
These solid fundamentals associated to external growth and
partnering opportunities allow us to confirm our 2020 ambition of
doubling sales and tripling recurring adjusted EBIT."

Under the Chapter 11 procedure, Ipsen has agreed to provide
Inspiration with so-called: "Debtor-in-Possession financing" (DIP)
for an amount of up to $18.3 million assuming certain conditions
are met.  It is anticipated that the DIP financing will be
sufficient to enable Inspiration and Ipsen to successfully achieve
the sale to a third party purchaser.

On the basis of available information, Ipsen's related impairment
could result in the depreciation of part or all of the hemophilia-
related assets on Ipsen's balance sheet for a total non-cash and
non-recurring amount of around 120 million euros after tax (mainly
composed of the convertible bonds, the Milford manufacturing site
and the DIP financing).  The ultimate charge will depend on the
results of the auction process and the bankruptcy court's
determination of the proceeds distribution to creditors therein.

                       Partnership Agreement

In January 2010, Inspiration entered into a strategic agreement
with Ipsen, leveraging the combined expertise and resources of the
two companies, to develop a broad portfolio of hemophilia products
and two products in phase III.  IB1001, an investigational
intravenous recombinant factor IX (rFIX) therapy for the treatment
and prevention of bleeding episodes in people with hemophilia B
and OBI-1 an investigational intravenous recombinant porcine
factor VIII (rpFVIII) therapy for the treatment of patients with
i) acquired hemophilia A and ii) congenital hemophilia A who have
developed inhibitors against human FVIII.

In August 2011, Ipsen and Inspiration announced the extension of
their agreement to create a hemophilia business unit structure
that will act as the exclusive sales organization for all
hemophilia products commercialized under the Inspiration brand in
Europe.

In July 2012 Inspiration announced that IB1001 was placed on
clinical hold by the Food and Drug Administration (FDA).

On 21 August 2012, Ipsen and Inspiration renegotiated their 2010
partnership.  This agreement aimed to establish an effective
structure whereby Ipsen gained commercial rights in key
territories. Inspiration remains responsible for the world-wide
development of OBI-1 and IB1001.  Ipsen paid a bridging facility
for an amount of $30 million providing both Inspiration with time
to secure independent third party financing and Ipsen with time to
assess potential ways forward.

On 31 August 2012, Ipsen paid Inspiration $7.5 million and
received a warrant for 15% of Inspiration's equity.

Ipsen had agreed to pay Inspiration an additional $12.5 million if
Inspiration had raised third party financing by the contractual
deadline of 30 September 2012.  Inspiration did not manage to
raise external funding by this contractual deadline.

                            About Ipsen

Ipsen -- http://www.ipsen.com/-- is a global specialty-driven
pharmaceutical company with total sales exceeding EUR1.1 billion
in 2011.  Ipsen's ambition is to become a leader in specialty
healthcare solutions for targeted debilitating diseases.  Its
development strategy is supported by four franchises: neurology /
Dysport(R), endocrinology / Somatuline(R), uro-oncology /
Decapeptyl(R) and hemophilia.  Moreover, the Group has an active
policy of partnerships.  Ipsen's R&D is focused on its innovative
and differentiated technological platforms, peptides and toxins.
In 2011, R&D expenditure totaled more than EUR250 million, above
21% of Group sales.  The Group has total worldwide staff of close
to 4,500 employees.  Ipsen's shares are traded on segment A of
Euronext Paris (stock code:IPN)(isin code:FR0010259150) and
eligible to the "Service de Reglement Differe" ("SRD").  The Group
is part of the SBF 120 index.  Ipsen has implemented a Sponsored
Level I American Depositary Receipt (ADR) program, which trade on
the over-the-counter market in the United States under the symbol
IPSEY.

               About Inspiration Biopharmaceuticals

Inspiration Biopharmaceuticals develops recombinant blood
coagulation factor products for the treatment of hemophilia.
Inspiration is represented by Harold B. Murphy of Murphy & King.
It indicated total assets of more than $100 million on its Chapter
11 petition.


INVESTOR 2006: Case Summary & 9 Unsecured Creditors
---------------------------------------------------
Debtor: Investor 2006 LLC
        5414 1st Avenue South
        Seattle, WA 98108

Bankruptcy Case No.: 12-20804

Chapter 11 Petition Date: October 25, 2012

Court: U.S. Bankruptcy Court
Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: M. Wayne Boyack, Esq.
                  LAW OFFICES OF M. WAYNE BOYACK
                  1370 Stewart Street, #106
                  Seattle, WA 98109
                  Tel: (206) 625-1212
                  E-mail: wayneb@boyacklawoffice.com

Scheduled Assets: $2,002,900

Scheduled Liabilities: $2,473,140

A copy of the Company's list of its nine largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/wawb12-20804.pdf

The petition was signed by Rajbir Singh, president.


J&J HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: J&J Holdings HCC, L.P.
        c/o Rudov & Stein, P.C.
        100 First Avenue, Suite 500
        Pittsburgh, PA 15222

Bankruptcy Case No.: 12-25293

Chapter 11 Petition Date: October 26, 2012

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Jeffery A. Deller

Debtor's Counsel: David K. Rudov, Esq.
                  RUDOV & STEIN
                  First and Market Building
                  100 First Avenue, Suite 500
                  Pittsburgh, PA 15222
                  Tel: (412) 281-7300
                  Fax: (412) 281-7305
                  E-mail: drudov@rudovstein.com

Scheduled Assets: $2,440,000

Scheduled Liabilities: $3,248,546

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/pawb12-25293.pdf

The petition was signed by F. Daniel Caste, authorized
representative of Limrick, LP.


JEFFERSON 28K: Case Summary & 2 Unsecured Creditors
---------------------------------------------------
Debtor: Jefferson 28K G3 Murrieta LLC
        29995 Technology Drive Ste 304
        Murrieta, CA 92563

Bankruptcy Case No.: 12-34131

Chapter 11 Petition Date: October 26, 2012

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Scott C. Clarkson

Debtor's Counsel: Bill Parks, Esq.
                  LAW OFFICES OF BILL PARKS
                  316 S Melrose Dr
                  Vista, CA 92081
                  Tel: (760) 806-9293

Scheduled Assets: $1,400,000

Scheduled Liabilities: $1,081,900

A copy of the Company's list of its two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/cacb12-34131.pdf

The petition was signed by Edward A. Shepherd, manager.


JERRY'S NUGGET: Can Use Cash Collateral Thru Entry of Final Order
-----------------------------------------------------------------
In a second interim order dated Oct. 2, 2012, the U.S. Bankruptcy
Court for the District of Nevada authorized Jerry's Nugget, Inc.,
and Spartan Gaming LLC to continue using cash collateral and
disputed cash collateral determined to be cash collateral in
accordance with the terms of the Interim Order (ECF No. 83 dated
Aug. 31, 2012) through the entry of the Court's final order on the
motion.

Pursuant to the Interim Order, among others, US Bank and CM
Capital are granted replacement liens on all existing and
hereafter acquired property and assets of Debtors, to the same
extent and in the same validity, priority and enforceability as
held by U.S. Bank and CM Capital pre-petition.  Unless the Court
otherwise orders, Debtors' right to assert, and US Bank's right to
dispute that the JNI Cash on Hand, the JNI Deposit Accounts, the
JNI Postpetition Cash, the SG Deposit Accounts, and the SG
Postpetition Cash (collectively, "Debtors' Cash") do not
constitute cash collateral are reserved and preserved, pending the
final hearing on the motion.

             About Jerry's Nugget and Spartan Gaming

Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought
Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in
Las Vegas, Vegas, on Aug. 13, 2012.  Stamis family-owned Jerry's
Nugget has a 9.1-acre casino property in North Las Vegas.  The
property consists of 87,187 square feet of building area and
24,511 square feet of casino floor space, with 630 slot and video
poker machines and 9 table games.  Jerry's Nugget also contains a
sports book, a keno area, and a small live pit.  There are two
restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous
Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite.
Net revenues totaled $22.5 million, including $15.3 million in
gaming revenue, in the year ended Dec. 31, 2011.  Spartan Gaming
owns 12 parcels of real property in Nevada.  Two of the parcels
provide parking access for Jerry's Nugget.

Judge Mike K. Nakagawa presides over the case.  Lawyers at Gordon
Silver, in Las Vegas, serve as the Debtors' counsel.  Jerry's
Nugget estimated assets and debts of $10 million to $50 million.
Jerry's Nugget said its current going concern value is at least $8
million.  Spartan Gaming estimated $1 million to $10 million in
assets and debts.  The petitions were signed by Jeremy Stamis,
president.

In its schedules, the Debtors disclosed $12,378,944 in assets and
$10,771,442 in liabilities as of the Petition Date.


LE-NATURE'S INC: Marshall Files $184MM Suit Over Inflated Price
---------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that the Marshall
Group Inc. on Wednesday hit Krones AG with a lawsuit over its 2005
sale of bottling equipment to the now-bankrupt Le-Nature's Inc.,
saying Krones intentionally overpriced and lied about the
$184 million transaction for the purpose of furthering Le-Nature's
fraud scheme.

Marshall served as the syndication agent for the deal, bringing in
financial institutions to purchase participation interest in the
synthetic lease financing of the fallen beverage company's Phoenix
plant.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- made bottled waters, teas, juices
and nutritional drinks.  Its brands included Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

On Oct. 27, 2006, the Delaware Chancery Court appointed Kroll
Zolfo Cooper, Inc., as custodian of Le-Nature's, placing it in
charge of management and operations.  Within several days, Kroll
uncovered massive fraud at Le-Nature's.  On Nov. 1, 2006, Steven
G. Panagos, a Kroll managing director, filed an affidavit with the
Delaware Chancery Court setting forth the evidence of the
financial fraud he had discovered at Le-Nature's.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the Company (Bankr. W.D. Pa. Case No.
06-25454) on Nov. 1, 2006.  Kroll converted the proceedings from
Chapter 7 to Chapter 11.

On Nov. 6, 2006, two of Le-Nature's subsidiaries, Le-Nature's
Holdings Inc., and Tea Systems International Inc., filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code.

The Debtors' cases were jointly administered.  The Debtors'
schedules filed with the Court showed $40 million in total assets
and $450 million in total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC,
represented the Debtors in their restructuring efforts.  The Court
appointed R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl,
Esq., Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D.
Scharf, Esq., and Debra Grassgreen, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub LLP, represented the Chapter 11
Trustee.  David K. Rudov, Esq., at Rudov & Stein, and S. Jason
Teele, Esq., and Thomas A. Pitta, Esq., at Lowenstein Sandler PC,
represented the Official Committee of Unsecured Creditors.  Edward
S. Weisfelner, Esq., Robert J. Stark, Esq., and Andrew Dash, Esq.,
at Brown Rudnick Berlack Israels LLP, and James G. McLean, Esq.,
at Manion McDonough & Lucas, represented the Ad Hoc Committee of
Secured Lenders.  Thomas Moers Mayer, Esq., and Matthew J.
Williams, Esq. at Kramer Levin Naftalis & Frankel LLP, represented
the Ad Hoc Committee of Senior Subordinated Noteholders.

On July 8, 2008, the Bankruptcy Court issued an order confirming
the liquidation plan for Le-Nature's.


LEHMAN BROTHERS: Demands Giants' Compliance With Subpoenas
----------------------------------------------------------
Lehman Brothers Holdings Inc. asked Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to force
Giants Stadium LLC to comply with the subpoenas it issued against
the company.

The move comes after Giants Stadium asked the bankruptcy court to
quash the subpoenas, saying they were served to "harass" the
company and to further delay the prosecution of its claims
against Lehman.

The first subpoena was served in July 2011, which required Giants
Stadium to give testimony while the second subpoena issued early
this year required the company to turn over documents related to
a swap deal with Lehman.

In a court filing, Richard Slack, Esq., at Weil Gotshal & Manges
LLP, in New York, said Lehman has not yet completed its
investigation of Giants Stadium's claims and that continuing the
investigation is necessary after Giants Stadium increased the
amount of its claims from $301 million to as much as $585
million.

Mr. Slack said the investigation taken to date concerned the
initial $301 million claim only.  "Lehman has been afforded no
opportunity to take discovery of the new $585 million claim," he
said.

The Lehman lawyer denied Giants Stadium's allegation that the
subpoenas were served to harass the company, saying they merely
seek information related to the amended claims and the sale of
Giants Stadium's claims to another company.

A court hearing is scheduled for Nov. 14.  Objections are due by
Nov. 8.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LEHMAN BROTHERS: LBI Proposes Claims Settlement Procedures
----------------------------------------------------------
The trustee liquidating Lehman Brothers Holdings Inc.'s brokerage
is seeking court approval to implement procedures governing the
filing of objections to and the settlement of general creditor
claims.

Approximately 9,000 general creditor claims, and 4,500 customer
claims that have been reclassified as general creditor claims
were filed against the Lehman brokerage.  The parent company and
its European affiliate are so far the largest general creditors
of the brokerage, according to a court filing.

James Giddens, the court-appointed trustee, has reached an
agreement in principle with the administrators of Lehman Brothers
International (Europe) to settle $38 billion in claims, and
finalized an agreement with Lehman Brothers Finance AG's
liquidators to resolve almost $6 billion in claims.

In February, the trustee reached an agreement in principle with
the Lehman parent and some of its affiliates to settle more than
$70 billion in claims.

James Kobak, Jr., Esq., at Hughes Hubbard & Reed LLP, in New
York, said the proposed procedures will reduce costs and will
"streamline the general creditor claim reconciliation process."

The procedures, however, won't be applied to general creditor
claims filed by affiliates of the Lehman brokerage, the Lehman
trustee's lawyer also said.

The procedures are detailed in the proposed order, which can be
accessed for free at http://is.gd/bJbKKb

A court hearing to consider approval of the procedures is
scheduled for Nov. 14.  Objections are due by Nov. 7.

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LEHMAN BROTHERS: LBI Assets at $25.955 Billion as of Sept. 30
-------------------------------------------------------------
The court-appointed trustee of Lehman Brothers Holdings Inc.'s
brokerage has filed an interim report in connection with the
liquidation of the brokerage under the Securities Investor
Protection Act.

The 25-page report, which covers the period April 21 to
October 24, 2012, noted these accomplishments in the past six
months:

     * Reached an agreement in principle with Lehman Brothers
       International (Europe) to resolve all claims between
       Lehman Brothers Inc. and LBIE totaling approximately $38
       billion.  The October 4, 2012 agreement in principle is
       subject to drafting and execution of a final and binding
       agreement, and court approval.  However, effective
       immediately, and regardless of the outcome of further
       drafting, the agreement in principle caps the maximum
       recovery each of LBI and LBIE can make from the other's
       estate from the claims asserted.

     * Negotiated and achieved settlements in principle with
       Lehman Brothers Bankhaus AG, Lehman Brothers Luxembourg
       S.A. and Lehman Brothers Finance AG to resolve claims
       totaling more than $7 billion, and continued to advance
       settlement negotiations with other international
       affiliates.  The settlements in principle are subject to
       negotiation, execution of final and binding agreements,
       and court approval.

     * Continued to work toward consummating the settlement in
       principle with LBHI and certain of its affiliates to
       resolve all claims between the estates.

     * Continued to litigate the approximately $7 billion dispute
       with Barclays Capital Inc. that is currently on appeal in
       the United States Court of Appeals for the Second Circuit
       and will materially impact the assets available in the
       estate for distribution to claimants.

     * Negotiated with non-affiliated claimants the withdrawal of
       more than $120 million in customer claims.

     * Won a favorable ruling from the Court confirming that
       claims for soft dollar commission credits are not customer
       claims under SIPA.

     * Initiated a comprehensive review and reconciliation of all
       general creditor claims to determine the validity and
       actual allowed amounts of such claims, and filed two
       omnibus objections to general creditor claims as well as a
       motion for approval of general creditor objection
       procedures and settlement procedures.

The trustee disclosed that as of September 30, 2012, the
brokerage's assets under his control are worth $25.955 billion,
composed of $395 million of total cash and cash equivalents, and
$25.56 billion worth of securities.

A full-text copy of the report is available without charge
at http://bankrupt.com/misc/LBHI_LBI8thReport.pdf

                       About Lehman Brothers

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

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

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

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

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

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

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

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  Lehman is set to make its first payment to creditors
under its $65 billion payout plan on April 17, 2012.


LEHMAN BROTHERS: Has $14.3 Billion in Restricted Cash at Sept. 30
-----------------------------------------------------------------
Michael Bathon at Bloomberg News reports that defunct Lehman
Brothers Holdings Inc. and its affiliates had $14.3 billion in
restricted cash on Sept. 30, including $10.9 billion of reserves
for claims, according to a federal court filing in Manhattan.

According to the report, free cash and investments totaled almost
$11 billion.  The claim reserves include $5.8 billion held for
disputed amounts, Lehman said.  The former investment bank plans
two payments to creditors every year.  The last payment was
Oct. 1.

Lehman has said it intends to raise $53 billion through 2016 or
so, to pay an average of 18 cents on the dollar on final claims of
$300 billion.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


MG FORGE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: MG Forge Construction, LLC
        125 Pompton Plains Crossroads
        Wayne, NJ 07470

Bankruptcy Case No.: 12-35817

Chapter 11 Petition Date: October 25, 2012

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Stuart Gold, Esq.
                  MANDELBAUM SALSBURG ET. AL.
                  155 Prospect Avenue
                  West Orange, NJ 07052
                  Tel: (973) 736-4600
                  Fax: (973)325-7467
                  E-mail: sgold@msgld.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb12-35817.pdf

The petition was signed by Eugene J. Merlino, president.


MGM RESORTS: Incurs $181.1 Million Net Loss in Third Quarter
------------------------------------------------------------
MGM Resorts International reported a net loss attributable to the
Company of $181.15 million on $2.25 billion of revenue for the
three months ended Sept. 30, 2012, compared with a net loss
attributable to the Company of $123.78 million on $2.23 billion of
revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss attributable to the Company of $543.86 million on
$6.86 billion of revenue, in comparison with net income
attributable to the Company of $3.22 billion on $5.55 billion of
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$27.83 billion in total assets, $18.56 billion in total
liabilities, and $9.26 billion in total stockholders' equity.

"Our third quarter operating results are reflective of a
challenging consumer environment, but we had some bright spots
with strong results from MGM Grand Las Vegas and The Mirage and
record third quarters from MGM China and CityCenter," said Jim
Murren, Chairman and CEO of MGM Resorts International.  "We have
achieved a great milestone with MGM China by accepting the formal
land concession agreement and look forward to continuing to make
progress towards a second resort and casino in Macau.  Meanwhile,
early fourth quarter trends are improving at our domestic resorts
and forward convention booking pace is showing growth in 2013 and
is further accelerating into 2014."

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

                        http://is.gd/Rj1H5M

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.

                        Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said that any default under the senior credit facility or the
indentures governing the Company's other debt could adversely
affect its growth, its financial condition, its results of
operations and its ability to make payments on its debt, and could
force the Company to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MICROVISION INC: Amends Last Year's 10-K to Include Opinion
-----------------------------------------------------------
MicroVision, Inc., filed on Oct. 30, 2012, Amendment No. 1 on Form
10-K/A to amend its annual report on Form 10-K for the fiscal year
ended Dec. 31, 2011, as originally filed with the Securities and
Exchange Commission on March 9, 2012.   The report of the
independent auditors attached to the 2011 Form 10-K did not
include an opinion on the financial statement schedule, presented
on page 53 in the 2011 Form 10-K.  This amendment corrects that
inadvertent omission.

A copy of the Form 10-K/A is available at http://is.gd/IVTBMW

A copy of the 2011 Form 10-K is available at http://is.gd/f0nZaM

PricewaterhouseCoopers LLP, in Seattle, Washington, noted that the
Company has suffered recurring losses from operations and has a
net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.

The Company reported a net loss of $35.8 million on $5.6 million
of total revenue in 2011, compared with a net loss of
$47.5 million on $4.7 million of total revenue in 2010.

The Company's balance sheet at Dec. 31, 2011, showed $23.9 million
in total assets, $13.1 million in total liabilities, and
stockholders' equity of $10.8 million.

                         About MicroVision

Redmond, Wash.-based MicroVision, Inc., provides the patented
PicoP(R) display technology platform designed to enable next
generation display capabilities for consumer devices and vehicle
displays.  The company's PicoP display technology uses highly
efficient laser light sources which can create vivid images with
high contrast and brightness.

The Company reported a net loss of $14.8 million on $3.0 million
of total revenue for the six months ended June 30, 2012, compared
with a net loss of $18.2 million on $2.3 million of total
revenue for the same period of 2011.

The Company's balance sheet at June 30, 2012, showed
$20.7 million in total assets, $9.2 million in total
liabilities, and stockholders' equity of $11.5 million.


MILLER BROS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Miller Bros Wallpaper Company
        dba Miller Bros Paint
            Miller Bros Paint & Decorating
            Miller Bros Paint & Wallpaper
        P.O. Box 12210
        Cincinnati, OH 45212

Bankruptcy Case No.: 12-15725

Chapter 11 Petition Date: October 25, 2012

Court: U.S. Bankruptcy Court
       Southern District of Ohio (Cincinnati)

Judge: Beth A. Buchanan

Debtor's Counsel: Philomena S. Ashdown, Esq.
                  STRAUSS & TROY
                  The Federal Reserve Building
                  150 East Fourth Street, Fourth Floor
                  Cincinnati, OH 45202-4018
                  Tel: (513) 621-2120
                  E-mail: psashdown@strausstroy.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ohsb12-15725.pdf

The petition was signed by Victor Wells, president and sole
shareholder.


MISSION NEWENERGY: Grant Thornton Raises Going Concern Doubt
------------------------------------------------------------
Mission NewEnergy Limited filed on Oct. 30, 2012, its annual
report on Form 20-F for the fiscal year ended June 30, 2012.

Grant Thornton Audit Pty Ltd, in Perth, Australia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred operating cash outflows of A$4.9 million during the year
ended June 30, 2012, and, as of that date, the consolidated
entity's total liabilities exceeded its total assets by
A$24.4 million.

The Company reported a net loss of A$6.1 million on A$38.3 million
of revenue in fiscal 2012, compared with a net loss of
$21.7 million on A$16.4 million of revenue in fiscal 2011.

Revenue increased by A$21.9 million (133%) from A$16.4 million in
fiscal 2011 to A$38.3 million in fiscal 2012 principally as a
result of an increase in biofuel sales (increased A$13.8 million
from A$13.5 million in fiscal 2011 to A$27.3 million in fiscal
2012) and other revenue (increased A$8.2 million from
A$ 2.8 million in 2011 to A$11.0 million in 2012).  The Company's
refinery operated for approximately six months in fiscal 2012 and
approximately three months in 2011.

The Company's balance sheet at June 30, 2012, showed
A$10.7 million in total assets, A$35.1 million in total
liabilities, resulting in an equity deficiency of A$24.4 million.

A copy of the Form 20-F is available at http://is.gd/JqwTx9

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

At this point in time, due to failure of material obligations by
PTPN111, the Joint Venture in Indonesia has been terminated.  The
Company is reviewing its position in the Joint Venture in
Indonesia and expects that this will result in either the
continuation of the project of the sale of its equity interests.


MISSION WEST: To Liquidate, Sell Properties to DivcoWest, TPG
-------------------------------------------------------------
Hui-Yong Yu at Bloomberg news reports that Mission West Properties
Inc., a California real estate investment trust that put itself up
for sale in December, agreed to sell certain property assets to a
venture of closely held DivcoWest and TPG Real Estate.  The joint
venture will pay about $400 million in cash and assume $398
million of debt and other obligations, Cupertino, California-based
Mission West said in a statement.  Some of the company's operating
partnerships will retain other assets and liabilities with an
approximate net value of $525 million.

According to the report, Mission West said it plans to liquidate
after it completes these transactions by year-end.  The company
said shareholders and owners of operating partnership units that
choose to redeem their stakes will receive a distribution of $9.20
to $9.28 a share in cash, though the final amount might be less.

The Bloomberg report discloses that the distribution estimate
includes the sales proceeds and the final 2012 dividend.  Mission
West owns and manages 101 research and development properties,
most in Silicon Valley, totaling about 7.6 million rentable square
feet (706,000 square meters).  The company began exploring a sale
late last year to take advantage of growing investor interest in
commercial real estate.  DivcoWest is a San Francisco-based real
estate investment firm founded in 1993.  TPG Real Estate is a unit
of the TPG Capital private equity firm started by David Bonderman
and James Coulter.


NAVISTAR INTERNATIONAL: To Close Garland Truck Plant
----------------------------------------------------
Navistar International Corporation intends to close its Garland,
Texas, truck manufacturing operation as part of its efforts to
reduce costs and optimize its manufacturing footprint.  Navistar
intends to cease operations at the Garland facility by the first
half of 2013.

"Closing a facility is always difficult because of its impact on
the many great people who've been part of our company," said Troy
Clarke, Navistar president and chief operating officer.  "But the
fact is that Navistar has too much manufacturing capacity in North
America and we must take quick action to improve our business and
position the company for long-term success."

The Garland facility currently employs 900 salaried, hourly and
third party temporary workers.

"We understand that these decisions affect employees and the
community," Clarke added.  "We will treat people with respect and
provide support to help them with their transitions."

Truck volume now produced at Garland will transition to other
North America operations that currently build similar models
beginning in January 2013.

Once completed, the Garland closure is expected to reduce
Navistar's operating costs by $25-$35 million annually.  The
Company will record a fourth-quarter 2012 charge, primarily for
employee separation benefits, which is not expected to exceed $10
million on a pre-tax basis.  As the closure plan is implemented
during the 2013 fiscal year, the company expects to record certain
pre-tax charges, primarily related to accelerated depreciation and
other related items, ranging from $30-$50 million dependent upon
determination of fair value. Navistar projects this action will be
cash flow positive in year one.

                    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.


NEWPAGE CORP: Asks Judge's Approval for $850MM Exit Financing
-------------------------------------------------------------
BankruptcyData.com reports that NewPage Corp. filed with the U.S.
Bankruptcy Court a motion for approval to enter into an exit
financing commitment letter with Goldman Sachs Lending Partners,
JPMorgan Chase Bank and Barclays Bank.  The funding is comprised
of a $500 million term loan facility and a $350 million revolving
facility.  The reorganized Debtors will use the proceeds to fund
distributions under the Plan, including repayment of claims
arising under the D.I.P. financing facility and a cash
distribution to the first lien noteholders, payment of cash
distributions pursuant to the settlements embodied in the Plan and
funding the reorganized Debtors' post-emergence working capital
needs.  The revolving facility will be used to fund letters of
credit post-emergence. The funding would bear interest at Base
Rate plus 6.00% or adjusted Eurodollar Rate plus 7.00%.

The Court scheduled a Nov. 6, 2012 hearing on the matter.

                        About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.


NORTHERN TIER: Moody's Rates $275MM Senior Secured Notes 'B1'
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Northern Tier
Energy LLC's (NTE) proposed $275 million senior secured notes due
2020. The notes are being co-issued by Northern Tier Finance
Corporation. NTE's B1 Corporate Family Rating, SGL-3 Speculative
Grade Liquidity Rating and stable rating outlook remain unchanged.
The proposed notes, in addition to roughly $31 million of cash on
the balance sheet, will be used to repurchase NTE's existing 10.5%
Senior Secured Notes due 2017.

Rating Assignments:

    $275 Million Senior Secured Notes due in 2020, Rated B1
    (LGD 4, 50%)

Moody's current ratings for Northern Tier Energy LLC are:

    Corporate Family Rating of B1

    Probability of Default Rating of B1

    10.5% Senior Secured Regular Bond, B1

    Speculative Grade Liquidity Rating, SGL-3

Ratings Rationale

NTE's B1 Corporate Family Rating reflects the company's single
refinery asset risk and relatively small scale, particularly
compared to its largest regional competitor, the inherent
volatility and capital intensity of the refining sector, and the
excess cash payouts and inherent event risk associated with its
MLP corporate structure. The rating is supported by the St. Paul
Park refinery's proven operational track record and favorable
geographic location. NTE's refinery has access to heavily
discounted Bakken and Canadian crude oils and is well positioned
within a product short region, resulting in record strong margins
since 2011. Moody's believes that NTE's crude sourcing
differentials will continue to remain supportive, but will begin
to narrow over the next several years as increased take away
capacity comes on stream. The Corporate Family Rating also
benefits modestly from NTE's integrated owned/operated retail
network through which NTE sells more than 50% of its gasoline
production.

Under Moody's Loss Given Default Methodology, the B1 rating on the
senior secured notes reflects both the overall probability of
default of NTE, to which Moody's has assigned at B1 Probability of
Default Rating and a Loss Given Default of LGD 4, 50%. In addition
to the senior secured notes, NTE has an undrawn $300 million
committed credit facility, subject to a borrowing base. The senior
secured notes have a first lien against the PP&E of NTE, while the
credit facility has a first lien on working capital assets. As a
result of the senior notes having discreet assets as collateral
and the view that the refinery should provide sufficient value for
the note holders, even in the event of distress, the notes are
rated in line with the Corporate Family Rating. Nevertheless,
Moody's views consider the asset recovery for the secured notes to
be inferior to that of NTE's credit facility and have thus
incorporated a deficiency assumption for recovery in its loss
given default analysis for the notes ratings.

The stable outlook assumes that NTE will continue to demonstrate
consistent operating performance and remain moderately leveraged.
The stable outlook also assumes that all future acquisitions and
major growth capital expenditures are adequately funded with
equity.

This single asset risk and MLP business model limits ratings
upside given that any unforeseen prolonged downtime and the
company's high payout model could have a significant impact on
sufficient cash flow to service debt and capital needs. A
modestly-levered acquisition of another refinery might add the
operational diversity and scale that would allow an upgrade to be
considered.

The ratings could be downgraded if leverage materially rises or
liquidity weakens (including cash balances materially declining)
due to a prolonged period of unplanned downtime, debt funding of
an acquisition, capital spending requirement or distribution, or a
prolonged period of margin softness.

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

Northern Tier Energy, LLC is a wholly-owned subsidiary of Northern
Tier Energy LP, and is headquartered in Ridgefield, CT.


NORTHERN TIER: S&P Gives 'BB-' Rating on New Senior Secured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue rating
and '2' recovery rating to Northern Tier Energy LLC's
(B+/Stable/--) new senior secured notes due 2020. The company
intends to use proceeds from the notes to pay down its existing
10.5% senior secured notes due 2017. Pro forma for the issuance,
S&P expects the company's debt to EBITDA ratio will be below 2x
during the next year; however, there could be some volatility in
these cash flows depending on market conditions.

Ridgefield, Conn.-based independent downstream energy company
Northern Tier Energy engages in refining, retail, and pipeline
operations in the PADD II region of the U.S.  The company's main
assets include the St. Paul Park Refinery, a retail network of
SuperAmerica brand convenience stores, and a 17% equity interest
in Minnesota Pipeline.

Ratings List

Northern Tier Energy LLC
Corporate credit rating             B+/Stable/--

Ratings Assigned
Senior secured notes                BB-
Recovery rating                     2


NOVA FINANCIAL: Capital Woes Spur Chapter 7 Liquidation
-------------------------------------------------------
Ama Sarfo at Bankruptcy Law360 reports that just days after the
Pennsylvania Department of Banking and Securities closed Nova
Financial Holdings Inc., the bank on Tuesday filed for Chapter 7
bankruptcy in Pennsylvania federal court, citing its inability to
raise capital as the basis for its liquidation.

The bank's Chapter 7 petition estimated up to $100,000 in assets
and over $10 million in liabilities, owed to up to 49 creditors.
As recently as June 30, the bank had about $483 million in assets,
according to the Federal Deposit Insurance Corp., Bankruptcy
Law360 says.

NOVA Financial is a registered bank holding company and is subject
to regulation and supervision by the Board of Governors of the
Federal Reserve System.


ORIENTAL TRADING: Berkshire to Buy Toy Retailer for $500MM
----------------------------------------------------------
Matt Wirz, writing for The Wall Street Journal, reports that
Berkshire Hathaway Inc., run by Warren Buffett, said it agreed to
buy Oriental Trading Co., a mail-order toy and novelty retailer
owned by private-equity firm KKR & Co. and a group of other
investors.  According to WSJ, a person with knowledge of the deal
said Berkshire agreed to pay about $500 million for the business.

WSJ reports that, according to two people with knowledge of the
matter, Berkshire's purchase values the company at about seven
times earnings, allowing KKR to double its initial investment in
Oriental Trading's loans.

WSJ notes as recently as 2006, Oriental Trading was valued at
about $1 billion, when Carlyle Group LP paid about $750 million to
buy a 75% stake from Brentwood Associates.  Shortly after that
deal, Oriental Trading's sales began to slip and, by early 2009,
it had missed financial performance targets required under its
loan agreements, according to Moody's Investors Service.

WSJ relates the Berkshire deal is expected to close at the end of
November pending antitrust clearance, according Berkshire's press
statement.

WSJ recounts Oriental Trading's shareholders began exploring a
sale earlier this year, hiring Lazard Ltd. to run the process.
After an auction failed to yield a buyer, Berkshire stepped in
with a compelling offer, one person close to the deal said.

              About Oriental Trading & OTC Holdings

Omaha, Nebraska-based OTC Holdings Corporation sought Chapter 11
protection (Bankr. D. Del. Case No. 10-12636) on Aug. 25, 2010.
Affiliates OTC Investors Corporation (Bankr. D. Del. Case No.
10-12637), Oriental Trading Company, Inc. (Bankr. D. Del. Case No.
10-12638), Fun Express, Inc. (Bankr. D. Del. Case No. 10-12639),
and Oriental Trading Marketing, Inc. (Bankr. D. Del. Case No.
10-12640), also filed separate Chapter 11 petitions.  The Debtors
disclosed $463 million in assets and $757 million in liabilities
as of the Chapter 11 filing.

Richard Hahn, Esq., My Chi To, Esq., Jae-Sun Chung, Esq., Huyue
Angela Zhang, Esq., and Jessica Katz, Esq., at Debevoise &
Plimpton LLP, represented the Debtors.  Joel A. Waite, Esq., and
Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor,
served as the Debtors' local counsel.  Jefferies & Company, Inc.,
acted as the Debtors' financial advisor.  Protiviti, Inc., served
as the Debtors' restructuring consultant.  Kurtzman Carson
Consultants LLC acted as the Debtors' claims agent.

The Official Committee of Unsecured Creditors' counsel was
represented by Ashby & Geddes, P.A.

Oriental Trading won confirmation of its reorganization plan on
Dec. 16, 2010.  OTC was able to confirm the plan following a
settlement between first- and second-lien lenders.  The plan gave
the new stock plus cash or a new $200 million second-lien note to
senior lenders owed $403 million.  Second lien lenders were to
receive five-year warrants for 5% of the stock based on a $422
million enterprise value.  They would also receive five-year
warrants for 4.5% based on a $447 million enterprise value. First-
lien lenders provided $1.1 million for unsecured creditors with
$6.8 million in claims.

On Feb. 14, 2011, Oriental Trading announced its exit from
bankruptcy, having reduced its debt by nearly 70%.


PACER MANAGEMENT: Wants Access to Cash Collateral Until Jan. 11
---------------------------------------------------------------
Pacer Management of Kentucky, LLC ("PM") and Pacer Health
Management Corporation of Kentucky ("PHM") ask the Bankruptcy
Court for authorization to continue using cash collateral of the
cash collateral creditors through the week ending Jan. 11, 2013.
The Debtors also seek authorization to continue paying adequate
protection payments to the U.S. Internal Revenue Service.
Additionally, the Debtors request a carve-out from cash collateral
in order to pay legal and accounting fees and U.S. Trustee fees.
The Debtors request a monthly carve-out of $40,000 for such
professional fees pending confirmation of a plan.

As adequate protection for any diminution in the value of the cash
collateral creditors' interests in the cash collateral, the
Debtors propose to continue the existence of the replacement
liens, subject only to the lien in favor of the postpetition
lenders on the DIP Lender's collateral and any valid and
enforceable, perfected and non-avoidable liens of other secured
creditors.

                      About Pacer Management

Pacer Management of Kentucky, LLC, and Pacer Health Management
Corporation of Kentucky filed voluntary Chapter 11 petitions
(Bankr. E.D. Ky. Case Nos. 12-60410 and 12-60411) on March 27,
2012.  Cumberland-Pacer, LLC also filed for Chapter 11 (Bankr.
E.D. Ky. Case No. 12-60412) also filed a separate petition on the
same day.  Pacer Management estimated up to $50 million in assets
and debts.

The Debtors lease the assets and real property to operate the
hospital from Knox County, Kentucky and Knox Hospital Corporation.
According to court filings, the lessors in 2009 filed suit against
Pacer Health and others in the Knox Circuit Court alleging a
breach of the Lease Agreement but the suit was later resolved.
Under the deal, CP was substituted as lessee.

CP is a Kentucky limited liability company established by Dr.
Satyabrata Chatterjee and Dr. Ashwini Anand to purchase the stock
of Pacer Holdings of Kentucky, Inc., which owned 100% of the stock
of Pacer Health and 60% of the stock of Pacer Management.  CP,
which previously owned 40% of the stock of Pacer Management,
became the sole owner of Pacer Management following the
transaction.

In October 2011, the county notified CP it was in default under
the lease agreement.  The parties negotiated numerous extensions
of time to cure the alleged defaults, most recently until 12:01
a.m. on March 29, 2012.  Prior to expiration of the most recent
extension, the Lessors again filed suit in the Knox Circuit Court
on March 20, 2012 seeking to have the Lease Agreement terminated
and requesting entry of a restraining order against CP, PHM and
PM, among others.

On March 20, 2012, the Knox Circuit Court issued a restraining
order which precluded the Debtors from spending hospital funds
other than for ordinary operating expenses, among other things.

A March 22, 2012 report by The Associated Press said that county
officials and the hospital board have agreed to terminate the
facility's lease with the Debtors.  The group then agreed to sign
with another management company that will keep the hospital open
and prepare it to be sold, according to the report.

The Debtors filed for Chapter 11 protection to retain control of
the Hospital.  The Debtors said they seek to continue operating
the Hospital pursuant to the terms of the Lease Agreement and
preserve their option to purchase the Hospital.

Judge Joseph M. Scott, Jr. presides over the case.  Lawyers at
DelCotto Law Group PLLC, in Lexington, Ky., serve as the Debtors'
counsel.  Craig Morgan, the Debtors' CEO, has been appointed by
the Court as the individual responsible for performing the duties
of the Company as a Debtor in possession.  Mr. Morgan signed the
bankruptcy petitions.

Dr. Satyabrata Chatterjee, one of the DIP lenders, is represented
by Dinsmore & Shohl, LLP.  Dr. Ashwini Anand has teamed up with
Dr. Chatterjee to provide the DIP loan.

An Official Committee of Unsecured Creditors has been appointed
and reconstituted by the United States Trustee in the Chapter 11
cases, but has not been active.  No trustee or examiner has been
appointed, although a patient care ombudsman has been appointed.


PEREGRINE FINANCIAL: Chapter 7 Trustee to Subpoena Auditor
----------------------------------------------------------
Megan Stride at Bankruptcy Law360 reports that the bankruptcy
trustee charged with liquidating Peregrine Financial Group Inc.
won court approval Wednesday to subpoena the firm's onetime
auditor, as well as two other entities that had "significant
business dealings" with the fallen brokerage firm that the trustee
wants to investigate.

U.S. Bankruptcy Judge Carol A. Doyle granted Chapter 7 trustee Ira
Bodenstein's subpoena bid, which the trustee said he would use to
obtain documents and possibly conduct examinations of Halyard
Capital Advisors LLC, Out Structure LLC and former Peregrine
auditor Jeannie Veraja-Snelling of Veraja-Snelling, according to
Bankruptcy Law360.

                    About Great American Group

Great American Group -- http://www.greatamerican.com/ -- is a
leading provider of asset disposition and auction solutions,
advisory and valuation services, capital investment, and real
estate advisory services for an extensive array of companies.  A
trusted strategic partner at every stage of the business
lifecycle, Great American Group efficiently deploys resources with
sector expertise to assist companies, lenders, capital providers,
private equity investors and professional service firms in
maximizing the value of their assets.  The company has in-depth
experience within the retail, industrial, real estate, healthcare,
energy and technology industries.  The corporate headquarters is
located in Woodland Hills, Calif. with additional offices in
Atlanta, Boston, Charlotte, N.C., Chicago, Dallas, New York, San
Francisco and London.

                     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: Prices $250 Million of Senior Unsecured Notes
-----------------------------------------------------------------
Corning Incorporated, a subsidiary of Pittsburgh Corning Corp.,
has priced $250 million aggregate principal amount of senior
unsecured notes at a coupon of 1.45%.  The notes will mature on
Nov. 15, 2017.  Subject to customary closing conditions, the
transaction is expected to close on Oct. 31, 2012.  A portion of
the net proceeds of the offering will be used to fund the purchase
of the debt securities subject to the tender offer and the
redemptions announced by the company, and any excess net proceeds
will be used for general corporate purposes.

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC
served as joint book-running managers and underwriters for the
offering.  The offering of the notes is being made only by means
of a prospectus and a related prospectus supplement, copies of
which may be obtained by contacting: Citigroup Global Markets
Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, Telephone: (800) 831-9146; or J.P. Morgan
Securities LLC, 383 Madison Avenue, New York, NY, 10179, Attn:
Investment Grade Syndicate Desk, (212) 834-4533. An electronic
copy of the prospectus supplement and the accompanying prospectus
will also be available on the website of the Securities and
Exchange Commission at http://www.sec.gov.

The offering is being made pursuant to an effective automatic
shelf registration statement filed with the Securities and
Exchange Commission on Dec. 1, 2011.

                      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.


POWERWAVE TECHNOLOGIES: John Clendenin to Retire as Director
------------------------------------------------------------
John L. Clendenin notified the Board of Directors of Powerwave
Technologies, Inc., that he is retiring from the Board of the
Company effective Dec. 17, 2012, and that he will not stand for
re-election at the Company's 2012 Annual Meeting of Shareholders
scheduled for Dec. 17, 2012.

In connection with the decision of Mr. Clendenin to not stand for
re-election, on Oct. 29, 2012, the Board approved an amendment to
the bylaws of the Company to decrease the number of authorized
directors from eight to seven.  The amendment to the Bylaws will
be effective on Dec. 17, 2012.  The Bylaws provide that the number
of directors may be increased or decreased from time to time by an
amendment to the Bylaws, but that the number of directors will not
be less than four nor more than nine.

                    About Powerwave Technologies

Powerwave Technologies, Inc., headquartered in Santa Ana, Calif.,
is a global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at July 1, 2012, showed
$232.55 million in total assets, $363.67 million in total
liabilities, and a shareholders' deficit of $131.12 million.

According to the quarterly report for the period ended July 1,
2012, the Company has experienced significant recurring net losses
and operating cash flow deficits for the past four quarters.  The
Company's ability to continue as a going concern is dependent on
many factors, including among others, its ability to raise
additional funding, and its ability to successfully restructure
operations to lower manufacturing costs and reduce operating
expenses.


QUANTUM CORP: Peter Feld Discloses 15.9% Equity Stake
-----------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Peter A. Feld and his affiliates disclosed that, as of
Oct. 25, 2012, they beneficially own 41,234,935 shares of common
stock of Quantum Corporation representing 15.9% of the shares
outstanding.  A copy of the filing is available for free at:

                         http://is.gd/omsiLQ

                         About Quantum Corp.

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

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

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


QUANTUM CORP: Prices $60-Mil. of 4.50% Convertible Senior Notes
---------------------------------------------------------------
Quantum Corp. priced a private placement of $60 million aggregate
principal amount of 4.50% Convertible Senior Subordinated Notes
due 2017 to be issued to qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as
amended.  The company has granted the initial purchaser of the
notes an over-allotment option to purchase up to an additional $10
million aggregate principal amount of notes for a period of 30
days from Oct. 26, 2012.

The notes will be Quantum's unsecured senior subordinated
obligations and will bear interest semiannually at a rate of 4.50%
per annum.  The notes will be convertible, at the option of the
holders, into shares of the Company's common stock at an initial
conversion rate of 607.1645 shares per $1,000 principal amount of
notes.  At the initial conversion rate, the notes will be
convertible into shares of common stock at a conversion price of
approximately $1.65 per share, representing a conversion premium
of approximately 35 percent over the last reported sale price of
the Company's common stock on Oct. 25, 2012, which was $1.22 per
share.  The conversion rate will be adjusted for certain dilutive
and concentrative events and will be increased upon conversion in
connection with certain corporate transactions.  The notes are
convertible at any time prior to the close of business on the
business day immediately preceding the maturity date of the notes.
The holders of the notes will have the ability to require Quantum
to repurchase the notes in whole or in part for cash in the event
of a fundamental change.  In that case, the repurchase price would
generally be 100 percent of the principal amount of the notes plus
any accrued and unpaid interest.

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

A copy of the Indenture governing the Notes is available at:

                        http://is.gd/DnoJaC

                        About Quantum Corp.

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

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

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


REALOGY CORP: Incurs $33 Million Net Loss in Third Quarter
----------------------------------------------------------
Realogy Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $33 million on $1.28 billion of net revenues for the three
months ended Sept. 30, 2012, compared with a net loss of $27
million on $1.15 billion of net revenues for the same period
during the prior year.

The Company reported a net loss of $249 million on $3.46 billion
of net revenues for the nine months ended Sept. 30, 2012, compared
with a net loss of $285 million on $3.16 billion of net revenues
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $7.35
billion in total assets, $9.09 billion in total liabilities and a
$1.74 billion total deficit.

"Our revenue and EBITDA were strong in the third quarter, with
revenue up 11% compared to the same period in 2011 and EBITDA
increasing 14%," said Richard A. Smith, chairman, chief executive
officer and president of Realogy.  "The early-stage housing market
recovery that we spoke of in the first two quarters of the year
continued in the third quarter of 2012.  Once again, we
experienced strong year-over-year gains in homesale units and
average home sale price as the housing market continued its
recovery."

Realogy also announced the appointment of Michael J. Williams to
its Board of Directors.  Most recently, Williams was president and
chief executive officer of Fannie Mae from April 2009 to June
2012, managing the company during the period of conservatorship as
it dealt with the many challenges presented by the worst housing
market downturn in U.S. history.  "We are pleased to welcome Mike
to our Board as an independent director," said Smith.  "Mike's
more than 21 years in the housing industry, expert knowledge of
the mortgage finance industry and practical regulatory experience
will add substantial value to our Board."

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

                        http://is.gd/9tboVc

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

The Company reported a net loss of $439 million in 2011, a net
loss of $97 million in 2010, and a net loss of $260 million in
2009.

                           *     *     *

In the Oct. 9, 2012, edition of the TCR, Moody's Investors Service
upgraded certain debt ratings of Realogy, Inc., including the
Corporate Family to Caa1, Probability of Default and senior
unsecured to Caa2 and senior subordinated to Caa3.  The rating
upgrades incorporate Moody's view that Realogy is positioned to
benefit as the number of residential home sales and the average
price of each transaction in the U.S. are expected to continue to
grow modestly through 2013.

As reported by the TCR on Oct. 15, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B' from 'CCC' and removed it, along with all related issue-level
ratings, from CreditWatch, where it was placed with positive
implications Sept. 28, 2012.

"The action follows the completion of the company's IPO of its
common stock.  Concurrent with and in addition to the IPO, Realogy
converted $1.9 billion in convertible debt to common stock," S&P
said.


RONNIE SWIFT: Court Rejects Plan That Protects Non-Debtor
---------------------------------------------------------
Bankruptcy Judge Timothy J. Mahoney denied confirmation of Ronnie
E. Swift's Chapter 11 plan, which purports to protect a non-debtor
co-obligor -- his spouse -- from creditor actions to collect on
the debt from the co-obligor through state law procedures.  Judge
Mahoney said there is no authority in the Bankruptcy Code or the
case law that allows a Chapter 11 individual debtor to provide
those protections.

The judge also noted that the ballot summary shows that out of the
13 classes, only one class, Class 11 -- which consists of any and
all allowed secured claims wherein the collateral is something
other than or in addition to real estate -- voted to accept the
plan.  Since no other class accepts the Plan, it appears that the
plan is not proposed in good faith as required by 11 U.S.C. Sec.
1129(a)(3), the judge said.

The Plan drew objections from:

     -- U.S. Bank National Association, as trustee, on behalf of
the holders of the Structured Asset Investment Loan Trust Mortgage
Pass-Through Certificates, Series 2006-3, c/o Select Portfolio
Servicing, Inc.;

     -- U.S. Bank National Association as trustee successor in
interest to Wachovia Bank, N.A. as trustee for Chase Funding Loan
Acquisition Trust (Chase CFLAT 2004-AQ1 2004-AQ1); and

     -- The Bank of New York Mellon Trust Company, National
Association, f/k/a The Bank of New York Trust Company, N.A. as
successor to JPMorgan Chase Bank N.A., as Trustee, by GMAC
Mortgage, L.L.C

Select Portfolio holds a note signed only by the Debtor's spouse.
The note is secured by a deed of trust executed by both the Debtor
and his spouse and the real estate in question is owned by the
Debtor and his spouse as joint tenants with rights of
survivorship.  The note principal balance on the petition date was
less than the value of the property.  The Select Portfolio claim
is dealt with in Class 10 of the plan.  That class does not
specifically identify the Select Portfolio claim, but includes it
with other allowed secured claims which are not specifically
identified by the claim holder.

The treatment of the claims in Class 10 is such that principal
balances will be paid, together with simple annual interest is at
the rate of 5.50% amortized over a 30-year period of time.  The
Debtor proposes that he will be responsible for taxes and
insurance on the property and there will be no escrow.

Select Portfolio contends the proposal to pay principal plus
simple interest on the over-secured claim does not give Select
Portfolio the right to collect attorney fees and other costs up to
the value of the collateral as provided in 11 U.S.C. Sec. 506(b).
Select Portfolio objects that its claim has been placed in Class
10 with others which are not similar in violation of Sec. 1122(a).
The treatment violates a good faith requirement of Sec. 1129(a)(3)
because it deprives Select Portfolio of its right to vote as a
class, and deprives it of its contractual rights.  Select
Portfolio further argues that since the Debtor is not a party to
the note, he has no ability to modify the note.

U.S. Bank objects to the plan, first because the property which is
its collateral is the homestead of the Debtor and his spouse.
Under Sec. 1129(b)(5), the Debtor is prohibited from modifying the
note.  Nevertheless, the Debtor has failed to make seven post-
petition payments and the bank believes no plan should be
confirmed until the post-petition delinquencies are cured.
Additionally, the contract between the bank and the Debtor and his
spouse provides for pre-petition attorney fees incurred through
collection efforts and the plan totally ignores that obligation,
thereby modifying the contract.  Finally, U.S. Bank suggests that
an inability to make post-petition payments on this note indicates
a lack of feasibility.

GMAC holds a note with a principal balance of $61,387 as of March
2011, and a payoff of $73,297 as of the date of the hearing.  The
value of the real estate securing the note is $65,000.  The plan
proposes to pay only the principal and not pay any amounts
accruing above the principal up to the value of $65,000.  GMAC
also objects to being placed in Class 10 with other secured
claims.  It also asserts that providing for a stay of any actions
against the Debtor's spouse, a co-signer on the debt, is bad
faith.

GMAC objects that the plan proposes to extend the term of the
promissory note for 30 years beyond the last payment date of Nov.
1, 2032.  It also objects to that provision in the plan that the
Debtor will be responsible for taxes and insurance because, on
this particular note, there is private mortgage insurance and if
the Debtor does not have his own PMI policy, the creditor would
need to escrow the account in order to adequately protect the
parties' interest.

GMAC also objects that since the Debtor's spouse is obligated on
the note and the deed of trust and has not filed a bankruptcy
case, confirmation of the plan modifying the note would also
modify GMAC's ability to enforce its rights against the non-debtor
spouse and, therefore, such plan is not proposed in good faith.
GMAC also objects to the stay prohibiting actions against the non-
debtor obligor.

Donna Rothlisberger as Trustee of the Donna Rothlisberger
Revocable Trust objected to the Plan.  The Rothlisberger objection
was settled on the record at the hearing on the objections.

According to Judge Mahoney, the Plan provision that puts two or
more secured claims in Class 10 is improper.  Each secured
creditor has rights and collateral that are substantially
different from one another.  Placing them together violates Sec.
1122.  Judge Mahoney also noted that the Debtor is not current on
his post-petition obligations concerning his homestead.  Not only
does that raise feasibility issues, but it simply does not conform
to the statutory obligation of 11 U.S.C. Sec. 1129(b)(5) which
prohibits modification of that type of obligation.  In addition,
the Plan ignores contractual obligation on the homestead note to
provide for pre-petition attorney fees for the creditor.
Moreover, there is no evidence of feasibility of the Plan.
Apparently, no payments have been made on the non-homestead notes
since the petition date and there is no evidence that the Debtor
has the ability to make any such payments.

A copy of the Court's Nov. 1 Order is available at
http://is.gd/Cd5cWYfrom Leagle.com.

Ronnie E. Swift filed an individual Chapter 11 case (Bankr. D.
Neb. Case No. 11-80717) on March 24, 2011.


RESURRECTION CATHOLIC: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Resurrection Catholic Missions of the South, Inc.
        dba Resurrection Catholic School
        dba Resurrection Catholic Church
        2815 Forbes Drive
        Montgomery, AL 36110

Bankruptcy Case No.: 12-32856

Chapter 11 Petition Date: October 26, 2012

Court: United States Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Michael A. Fritz, Sr., Esq.
                  FRITZ HUGHES & HILL, LLC
                  1784 Taliaferro Trail, Suite A
                  Montgomery, AL 36117
                  Tel: (334) 215-4422
                  Fax: (334) 215-4424
                  E-mail: bankruptcy@fritzandhughes.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/almb12-32856.pdf

The petition was signed by Father Manuel Williams.


RONALD PHILLIPS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Ronald Frank Phillips
                dba EMU Composting
                dba EMU Topsoil
                aka Ron Phillips
               Gloria Jean Phillips
               22244 Port Gamble Rd
               Poulsbo, WA 98370

Bankruptcy Case No.: 12-20832

Chapter 11 Petition Date: October 26, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: David Carl Hill, Esq.
                  LAW OFFICE OF DAVID CARL HILL
                  2472 Bethel Rd SE Ste A
                  Port Orchard, WA 98366
                  Tel: (360) 876-5015
                  E-mail: bankruptcy@hilllaw.com

Scheduled Assets: $2,873,681

Scheduled Liabilities: $2,469,718

A copy of the Joint Debtors' list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/wawb12-20832.pdf


ROOMSTORE INC: Sleepy's, Longroad Vie for Mattress Discounters
--------------------------------------------------------------
Marie Beaudette and Rachel Feintzeig at Dow Jones' DBR Small Cap
reports that mattress giant Sleepy's Inc. will battle private
equity firm Longroad Asset Management LLC at an upcoming auction
for the equity in Mattress Discounters, in which defunct furniture
retailer RoomStore Inc. holds a 65% stake.

                       About RoomStore Inc.

With more than $300 million in net sales for its fiscal year
ending 2010, Richmond, Virginia-based RoomStore, Inc., was one of
the 30 largest furniture retailers in the United States.
RoomStore also offers its home furnishings through Furniture.com,
a provider of Internet-based sales opportunities for regional
furniture retailers.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  At the time of the filing, the Company operated a chain
of 64 retail furniture stores, including both large-format stores
and clearance centers in eight states: Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Florida, Alabama, and
Texas.  It also had five warehouses and distribution centers
located in Maryland, North Carolina, and Texas that service the
Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 80 mattress stores (as of Nov. 30, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the MDG stake after MDG's second bankruptcy in
2008.  MDG sought Chapter 11 relief on Sept. 10, 2008 (Bankr. D.
Md. Case Nos. 08-21642 and 08-21644). It filed the first Chapter
11 bankruptcy on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330),
and emerged on March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC serve as the Debtor's bankruptcy
counsel.  Kaplan & Frank, PLC, serves as local counsel.  FTI
Consulting, Inc., serves as the Debtor's financial advisors and
consultants. American Legal Claims Services, LLC, serves as its
notice and claims agent. Lucy L. Thomson of Alexandria, Virginia,
was appointed as consumer privacy ombudsman.

RoomStore filed a plan of liquidation in June 2012 that provides
for the sale of inventory and remaining assets to generate
sufficient cash to pay secured and unsecured creditors in full.

RoomStore's balance sheet at Nov. 30, 2011, showed $59.57 million
in total assets, $57.75 million in total liabilities, and
stockholders' equity of $1.82 million. The Debtor disclosed
$44,624,007 in assets and $34,746,919 in liabilities as of the
Chapter 11 filing. The petition was signed by Stephen Girodano,
president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.  The Creditors
Committee tapped Hunton & Williams LLP as its counsel.


SAN BERNARDINO: Says It Chopped $29 Million From Deficit
--------------------------------------------------------
Phil Milford at Bloomberg News reports that bankrupt San
Bernardino, California, officials said in a status report released
Nov. 2 that they've eliminated about $29 million from the city's
budget deficit, and are making progress "toward fiscal stability."

According to the report, city administrators also asked a U.S.
bankruptcy judge supervising their Chapter 9 case in Riverside to
set a status conference within 45 days to help resolve objections
to their decision to seek court supervision.  "The city has made
expenditure reductions that substantially reduce its staggering
$48.5 million budget deficit," resulting in "a remaining projected
budget deficit of about $16.03 million for the current fiscal
year," wrote City Attorney Paul Glassman the eight-page report.

The report relates that he said city staff "are diligently
working" to develop a plan for a balanced budget for this fiscal
year.  Among the cost savings were budget cuts, "revenue offsets"
and "adjusted net transfers," according to court papers.  The city
also said it saved money by deferring payments to the California
Public Employees' Retirement System, apparently the city's biggest
creditor.

The Bloomberg report discloses that in the status report, the city
said that without court protection from creditors, it wouldn't be
able to pay employees, and service debt for police cruisers, fire
engines, or garbage trucks to protect the health and safety of its
citizens.

                        About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joins two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SAN BERNARDINO, CA: To Defer CalPERS Payments Amid Ch. 9 Woes
-------------------------------------------------------------
Sindhu Sundar at Bankruptcy Law360 reports that the City of San
Bernardino, Calif., will defer a part of its payments to the
California Public Employees' Retirement System in efforts to
reduce costs as it negotiates through a roughly $46 million budget
shortfall amid mounting obligations to its creditors, the bankrupt
city said Monday.

                       About San Bernardino

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joins two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SHAMROCK-HOSTMARK: Plan Filing Period Extended Until Jan. 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extended Shamrock-Hostmark Princeton, LLC's exclusive periods to
file a plan of reorganization and to solicit acceptances of that
plan until Jan. 31, 2013, and April 1, 2013.  This is the first
extension of the Debtors' exclusive periods.

General Electric Capital Corporation, as senior secured lender,
had objected to the extension of the exclusive periods.  GECC said
the case is neither large no complex.  "There is one asset and one
secured creditor.  The aggregate amount of unsecured clams listed
in the Debtor's schedules is less than $500,000.  It is not clear
whether the Debtor even has any employees."

Further, GECC said, the Debtor has made no progress toward
formulating or negotiating a plan.

                      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.


SHARP CORP: Faces Material Doubt on Survival After Wider Loss
-------------------------------------------------------------
Mariko Yasu and Naoko Fujimura at Bloomberg News reports that
Sharp Corp., the world's worst performing major stock, said there
was "material doubt" about its ability to survive after
forecasting a record $5.6 billion full-year loss on falling demand
for its display panels.

According to the report, the net loss will probably be JPY450
billion in the year ending March 31, the Osaka-based TV maker said
in a statement Oct. 31, scrapping its earlier projection for a
JPY250 billion loss.  The new forecast compares with the JPY296
billion loss average of 17 analyst estimates compiled by
Bloomberg.

The report relates that Sharp has failed to win a planned 67
billion-yen investment from Taiwan's Foxconn Technology Group and
has had difficulty selling commercial paper as it burns through
cash.  The company said its loss for the six months ended Sept. 30
was "huge," stemming from falling prices for liquid-crystal-
display panels, delays at an LCD factory and declining sales in
Japan and China.  The company's warning echoes that made by
chipmaker Elpida Memory Inc. before it filed for bankruptcy in
February.  "Sharp is in a desperate situation as it tries to deal
with short-term funding problems," said Ichiro Takamatsu, a fund
manager at Tokyo-based Bayview Asset Management, which oversees
150 billion yen.  "It doesn't have a long-term vision except for
its plan to sell more small- and mid-sized LCDs."

                        Foxconn Partnership

The report notes that Sharp follows Panasonic Corp. in predicting
losses worse than analysts estimated after losing ground to
Samsung Electronics Co. in TVs.  In contrast, Sony Corp.
reiterated its forecast for a first annual profit in five years
after slashing costs, exiting panel ventures and trimming its TV
lineup.  "Sharp is in circumstances in which material doubt about
its assumed going concern is found," the company said in a
statement to the Tokyo Stock Exchange.  The company's turnaround
plan includes seeking voluntary retirements, cutting salaries,
selling assets and reducing capital investments, it said.  Japan's
largest maker of liquid crystal displays also is considering
several partnerships as talks with Foxconn continue, President
Takashi Okuda said.  "I seriously take to heart that we had to add
that comment," Mr. Okuda said.  "We will revive our earnings and
trust from investors as soon as possible.  We will show that with
a result."  Sharp fell 1.7% to 169 yen at the close in Tokyo
trading before the announcement.  The stock has plunged 75% this
year, the worst performer among more than 1,600 companies in the
MSCI World Index.

                        Sony, Panasonic

The report relays that Panasonic, Japan's second-biggest TV maker,
said Oct. 31 it expected a 765 billion-yen full-year net loss, or
30 times bigger than analysts had estimated, citing restructuring
costs and falling demand for its products.  Osaka-based Panasonic
said it won't pay a dividend for the first time since 1950 because
of an "urgent need" to improve its financial position.  Sony,
Japan's biggest consumer-electronics exporter, kept its full-year
net-income forecast unchanged at 20 billion yen even as it
unexpectedly posted a seventh straight quarterly loss on slumping
demand for Bravia TVs and Cyber-shot cameras.  Operating loss at
the home-entertainment unit, which includes the TV operations,
shrank to 15.8 billion yen in the quarter ended Sept. 30 compared
with 41.8 billion yen a year earlier, Sony said in a statement.

The company is ahead of its plan to turn around the TV business,
Chief Executive Officer Kazuo Hirai said in October.  Tokyo-based
Sony has halved the number of Bravia models sold in the U.S. and
Japan to a combined 39 from 79.

                       'Drastic Measures'

According to Bloomberg, Sharp widened its full-year forecast for
operating loss for LCDs to JPY132 billion from JPY105 billion,
saying it took a 53.5 billion-yen write down on its large LCD
inventory and sales of small LCDs fell below estimates.  Global TV
demand is expected to remain little changed in 2013 after
shipments of all TV types declined more than 4% this year,
researcher DisplaySearch said.  Sharp also posted a 61 billion-yen
charge on deferred tax assets and took a 30.1 billion-yen write
down on equipment for solar-panel production.  "Sharp must take
drastic measures or else banks will give up on it," said Makoto
Kikuchi, chief executive officer at Myojo Asset Management Japan
Co., a Tokyo-based hedge fund advisory firm.

                         About Sharp Corp.

Based in Osaka, Japan, Sharp Corporation (TYO:6753) --
http://sharp-world.com/-- manufactures and sells
electronic telecommunication devices, electronic machines and
components.

As reported in the Troubled Company Reporter-Asia Pacific on
Sept. 4, 2012, Standard & Poor's Ratings Services lowered to
'BB+' its long-term corporate credit and senior unsecured debt
ratings on Sharp Corp. and its overseas subsidiaries, Sharp
Electronics Corp. and Sharp International Finance (U.K.) PLC. "At
the same time, we lowered our short-term ratings on the companies
to 'B' from 'A-2'. We kept Sharp's long- and short-term ratings
on CreditWatch with negative implications," S&P said.

"Sharp's liquidity position is weakening, in Standard & Poor's
view. Internal cash flow remains weak, and financial market
conditions for the company have deteriorated. The company has
forecast an expected JPY250 billion net loss for fiscal 2012
(ending March 31, 2013), exceeding its budgeted depreciation
expense of JPY200 billion. As of June 30, 2012, Sharp had a high
dependence on short-term borrowings. It had JPY336 billion in
short-term debt and JPY362 billion in commercial paper. In recent
weeks, the company has faced unfavorable financial market
conditions, as evidenced by a recent rise in spreads on credit
default swaps, which has added to its difficulty in issuing new
commercial paper. Weak internal cash flow has forced the company
to repay its commercial paper primarily with bank borrowings.
Because its current liquidity needs exceed sources, we view
Sharp's liquidity position as 'less than adequate.' Under our
ratings criteria, we assign an issuer credit rating no higher
than 'BB+' to a company with 'less than adequate' liquidity," S&P
said.


SINCLAIR BROADCAST: Posts $26.3-Mil. Net Income in 3rd Quarter
--------------------------------------------------------------
Sinclair Broadcast Group, Inc., reported net income of
$26.35 million on $260.48 million of total revenues for the three
months ended Sept. 30, 2012, compared with net income of
$19.33 million on $181.04 million of total revenues for the same
period during the prior year.

For the nine months ended Sept. 30, 2012, the Company reported net
income of $85.55 million on $736.81 million of total revenues, in
comparison with net income of $52.93 million on $552.51 million of
total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$2.24 billion in total assets, $2.29 billion in total liabilities
and a $52.38 million total stockholders' deficit.

"We are very pleased with our results for the third quarter, which
were driven by increased advertising spending by the political and
automotive categories, as well as higher retransmission revenues,"
commented David Smith, President and CEO of Sinclair.  "Despite
increased demand for air-time by politicians and political action
groups, the core business showed solid growth.  On a same station
basis, excluding political, net broadcast revenues grew 6.9% in
the third quarter."

"We continue to reinvest in the Company's long term growth, having
recently entered into an agreement to buy the non-license assets
of KBTV, the FOX affiliate in the Beaumont/Port Arthur, Texas
market, where we also own the CBS station.  We also entered into
an agreement to sell our ABC station, WLAJ, in Lansing, Michigan
as part of our on-going portfolio evaluation in which we identify
pockets of opportunity as well as non-strategic markets."

Mr. Smith continued, "In an extraordinary, value-creation action
and in anticipation of a potential increase in dividend tax rates
in 2013, the Board of Directors decided to return approximately
$81.2 million of value to our shareholders in the form of a $1.00
per share special cash dividend, in addition to our regular $0.15
per share quarterly dividend."

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

                        http://is.gd/iQmau5

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company said in the Form 10-Q for the quarter ended March 31,
2012, that any insolvency or bankruptcy proceeding relating to
Cunningham, one of its LMA partners, would cause a default and
potential acceleration under a Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of the Company's
seven LMAs with Cunningham, which would negatively affect the
Company's financial condition and results of operations.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


SMILE BRANDS: Moody's Cuts CFR/PDR to 'B3'; Outlook Negative
------------------------------------------------------------
Moody's Investors Service downgraded Smile Brands Group, Inc.'s
Corporate Family and Probability of Default Ratings to B3 from B2,
its $240 million senior secured rating to B1 from Ba3, and its $35
million revolving credit facility to B1 from Ba3. The rating
outlook is negative. The rating action is due to a deterioration
in the company's EBITDA, cash flow, and credit metrics and Moody's
belief that Smile Brands will be unable to restore metrics to
levels appropriate to a B2 rating over the near to intermediate-
term. The downgrade also reflects the recent deterioration in the
company's internal and external liquidity sources.

"The downgrade reflects our view that credit metrics are weak for
the prior B2 rating, and are unlikely to improve to levels
appropriate for a B2 over the near term," said Daniel Gon‡alves,
Analyst at Moody's Investors Service. "We believe the company's
continued aggressive de novo strategy and the challenging consumer
spending environment are the prevailing factors that will
constrain Smile Brands' earnings and cash flow," continued
Gon‡alves.

Following is a summary of Moody's rating actions.

Ratings downgraded:

Smile Brands Group, Inc.

  Corporate Family Rating to B3 from B2

  Probability of Default Rating to B3 from B2

  $35 million senior secured first lien revolving credit facility
  to B1 (LGD 3, 31%) from Ba3 (LGD 3, 32%)

  $240 million senior secured first lien term loan to B1 (LGD3,
  31%) from Ba3 (LGD3, 32%)

The rating outlook is negative.

Ratings Rationale

Smile Brand's B3 Corporate Family Rating reflects the company's
relatively small size, high financial leverage, weak interest
coverage, and negative free cash flow due to the company's
aggressive growth strategy. Also constraining the rating is the
limited availability under the company's external liquidity
sources, and the high proportion of patient out-of-pocket
expenses, exposing the company to economic cycles and consumer
spending patterns. The ratings also incorporate Moody's
expectation of continued expansion activity over the intermediate-
term, a strategy that the rating agency expects to continue to
constrain profitability margins and free cash flow.

The ratings are supported by Smile Brands' strong market position
as the largest dental service organization (DSO) in the U.S.,
maintaining leading competitive positions in many of its large
markets. Ratings are also supported by the company's ability to
reduce growth if necessary, which would allow it to generate
positive free cash flow that could be used to reduce debt.

The negative rating outlook reflects Moody's expectation that the
company's key credit metrics will remain weak, that the consumer
spending environment will remain challenging, and availability
under the company's liquidity sources will remain limited over the
next twelve-to-eighteen months.

The ratings could be downgraded if the company's key credit
metrics or liquidity profile further deteriorates. In addition,
the ratings could be lowered if the company engages in material
debt-financed acquisitions.

Given the Smile Brands' weak credit metrics and constrained
liquidity, a rating upgrade in the near to intermediate term is
unlikely. Over the longer term, ratings could be upgraded if the
company can demonstrate revenue and EBITDA growth such that debt
to EBITDA approaches 5.5 times, free cash flow to debt is
sustained above 2%, and EBITDA minus capital expenditures to
interest expense is maintained above 1.0 times.

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

Headquartered in Irvine, California, Smile Brands Group Inc. is a
leading dental service organization ("DSO") in the United States.
Through its owned subsidiaries and affiliated professional
corporations (PCs), the company provides comprehensive business
support services, non-clinical personnel, facilities and equipment
to more than 1,100 dentists and hygienists practicing in over 359
offices nationally. Smile Brands' primary equity sponsor is Welsh,
Carson, Anderson & Stowe ("WCAS"). For the twelve months ended
June 30, 2012, the company had revenues of $499 million.


SOLYNDRA LLC: Approval of Bankruptcy Plan Faces Appeal by IRS
-------------------------------------------------------------
Karen Gullo at Bloomberg News reports that a bankruptcy judge's
decision to approve Solyndra LLC's plan to exit court protection
was appealed by the Internal Revenue Service.  The agency notified
U.S. Bankruptcy Judge Mary Walrath in Wilmington, Delaware, of the
appeal in a court filing Nov. 1.

According to the report, Judge Walrath approved the plan over
government objections last month.  Under the plan, Solyndra, the
failed solar-panel maker that received a $535 million U.S. Energy
Department loan guarantee before going bankrupt, will be
liquidated.  Its parent, 360 Degree Solar Holdings Inc., will exit
court protection with so called net operating loss carry forwards
of as much as $975 million, which it may use against future
income, according to court papers.  The potential tax breaks may
be as much as $341 million.

The Bloomberg report discloses that the IRS objected, arguing the
plan couldn't be approved because its principal purpose was to
allow 360 Degree investors Argonaut Ventures I LLC and Madrone
Partners LP to avoid taxes.  Judge Walrath rejected the IRS's
challenge, saying at an Oct. 22 hearing that tax avoidance "has to
be the primary, most important part of the plan, and I just don't
see that here."

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.


SPEIGHT FAMILY: Case Summary & 2 Unsecured Creditors
----------------------------------------------------
Debtor: Speight Family Partnership, LLLP
        1440 State Highway 248, Suite Q
        Branson, MO 65616

Bankruptcy Case No.: 12-61950

Chapter 11 Petition Date: October 25, 2012

Court: U.S. Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  DAVID SCHROEDER LAW OFFICES, P.C.
                  1524 East Primrose Street, Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  E-mail: bk1@dschroederlaw.com

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

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

A copy of the Company's list of its two unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/mowb12-61950.pdf

The petition was signed by Robert Speight, managing partner.


SPORTS AUTHORITY: Moody's Rates $630MM Sr. Sec. Term Loan 'B3'
--------------------------------------------------------------
Moody's Investors Service revised the outlook for The Sports
Authority Inc. to stable from negative and assigned a B3 rating to
its proposed $630 million senior secured term loan. All other
existing ratings including the B3 corporate family rating and the
B3 probability of default rating were affirmed.

The change in outlook to stable from negative was based on the
reduction of future interest expense pro forma for the refinancing
combined with management's strategic initiatives to improve store
efficiencies. "The dollar-for-dollar refinancing is leverage
neutral but improves the company's interest coverage," stated
Moody's Analyst Mariko Semetko. As the refinancing is
anniversaried over the coming year, EBITA/interest expense will
likely improve to a mid-one-times range, a level more consistent
with the B3 corporate family rating. Historically, EBITA/interest
expense hovered around 1.0 time. In addition, the company has been
lowering inventory levels, which will reduce the risk of markdowns
and associated margin declines, a factor that will be particularly
key as the company enters its peak winter selling season. Last
winter, the company had to take markdowns as a result of unusually
warm weather combined with high inventory levels.

The improvements in interest coverage will not be sufficient to
change the corporate family rating, as The Sport Authority's
debt/EBITDA remains high at 6.7 times as of July 28, 2012. Moody's
expects the company to maintain good liquidity, reflecting
expectations for positive free cash flow, the absence of near term
debt maturities and availability under its amended $650 million
ABL revolver (unrated by Moody's).

The ratings are contingent upon the transaction closing as
proposed, and the receipt and review of final documentation.

The following rating has been assigned:

  - Proposed $630 million senior secured term loan due 2019 at B3
    (LGD4, 54%)

The following ratings have been affirmed:

  - Corporate family rating at B3

  - Probability of default rating at B3

The following will be withdrawn upon closing of the refinancing:

  - $295 million term loan due 2017 at B3 (LGD3, 44%)

Ratings Rationale

The Sports Authority's B3 corporate family rating reflects the
company's high debt leverage, the highly competitive sports retail
environment, and the company's weak same store sales growth. At
the same time, the company's well-recognized brand name, national
footprint, management initiatives to reduce costs and improve
store efficiencies, and good liquidity profile support its rating.

The stable outlook reflects Moody's expectations that the company
will continue to implement cost control initiatives and
disciplined inventory management to minimize markdowns, while
maintaining good liquidity. The stable outlook also incorporates
expectations for flat-to-low single digit same store sales growth.

Ratings could be downgraded if debt/EBITDA is sustained at or
above 7.0x or EBITA/interest expense remains at or below 1.0x.
Further, any deterioration in liquidity may result in a downgrade.

Given the company's substantial balance sheet leverage and
inconsistent track record of same store sales growth, an upgrade
is unlikely in the near term. However, over the longer term,
sustained same store sales growth, improvement in operating
performance and ongoing deleveraging could have positive rating
implications. Specifically, ratings could be upgraded if
debt/EBITDA approaches 5.5 times and EBITA/interest expense is
sustained above 1.5 times.

The principal methodology used in rating The Sports Authority,
Inc. was the Global Retail Industry Methodology published in June
2011. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

The Sports Authority, Inc., under The Sports Authority and S.A.
Elite banners, is a full-line sporting goods retailer operating
over 470 stores in 43 states. Revenues for the twelve months ended
July 28, 2012 were approximately $2.7 billion. The company is
owned by private equity firm Leonard Green & Partners, L.P.


SUBMARINA, INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Submarina, Inc.
        4801 Woodway Drive, Suite 300E
        HOUSTON, TX 77056

Bankruptcy Case No.: 12-22097

Chapter 11 Petition Date: October 25, 2012

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Matthew L. Johnson, Esq.
                  MATTHEW L. JOHNSON & ASSOCIATES, P.C.
                  8831 W. Sahara Avenue
                  Las Vegas, NV 89117
                  Tel: (702) 471-0065
                  Fax: (702) 471-0075
                  E-mail: shari@mjohnsonlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb12-22097.pdf

The petition was signed by Bruce N. Rosenthal, president and CEO.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Kerensa Investment Fund 1, LLC        11-24352            09/09/11


SURF'S WILMINGTON: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Surf's Wilmington, LLC
        dba Surfs Bar and Grille
        24 Merchants Way, Suite 208
        Colts Neck, NJ 07722

Bankruptcy Case No.: 12-07630

Chapter 11 Petition Date: October 25, 2012

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER FRIESEN CHEEK, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@ofc-law.com

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

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

A copy of the Company's list of its 19 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nceb12-07630.pdf

The petition was signed by W. Benjamin Minton, member/manager of
Coastal Restaurant Associates, LLC.

Affiliates that filed separate Chapter 11 petitions:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Promenade Partners, LLC              12-01485             02/27/12
The Shops at Promenade, LLC          11-02000             03/16/11


T3 MOTION: Receives Delisting Notice From NYSE MKT
--------------------------------------------------
T3 Motion, Inc., disclosed that the Company received a notice
dated Oct. 26, 2012, from the NYSE MKT Staff indicating that the
Company was not in compliance with the Exchange's continued
listing standards.

Specifically, the Company is not in compliance with Section
1003(a)(iv) in that it has sustained losses which are so
substantial in relation to its overall operations or its existing
financial resources or its financial condition has become so
impaired that it appears questionable, in the opinion of the
Exchange, as to whether the Company will be able to continue
operations and/or meet its obligation as they mature.  As a
result, the Company's securities are subject to being delisted
from the Exchange pursuant to Section 1009 of the Company Guide.

T3 Motion, Inc. has been operating under a Plan of Compliance
accepted by the Exchange on Aug. 10, 2012, that originally allowed
the Company until Nov. 20, 2012, to regain compliance with the
deficiencies noted above.  During this period, the Company has
been subject to periodic review by Exchange Staff, and was
informed of the requirement to make progress consistent with the
Plan or to regain compliance with the continued listing standards
of the Exchange by the end of the Extension Date.  In the Oct. 26,
2012, notice, however, the Company was informed of the Staff's
determination that the Company had not made progress consistent
with the Plan and failed to present a reasonable basis to conclude
that the Company could regain compliance with the Exchange's
listing standards.  Accordingly, the Company's securities are
subject to immediate delisting proceedings.

T3 Motion, Inc. appreciates the time given to the Company to cure
its deficiencies, and has informed NYSE MKT of its intention to
pursue the right of appeal and request a hearing pursuant to
Sections 1203 and 1009(d) of the Exchange's Company Guide.  There
can be no assurance that the Company's request for continued
listing will be granted at this hearing.  In the event the
Company's appeal is unsuccessful, the Company expects that its
common stock will trade on OTC-BB following any official delisting
from NYSE MKT.

After review of the available options, the Company's board of
directors concluded that current negotiations for investment
capital would, if consummated quickly, provide sufficient capital
to put T3 Motion, Inc. in compliance with the Exchange's listing
standards and allow T3 Motion, Inc. to retain its NYSE MKT
listing.  The marginal costs of the appeal and of continuing
ongoing negotiations create a positive cost/benefit tradeoff.
However, there can be no guarantee of finalizing a transaction or,
if such a transaction is completed, of retaining the Exchange
listing even if the Company improves its financial condition.  In
any scenario, T3 Motion, Inc. intends to remain as a fully
reporting, current SEC filer with transparent accounting and
proper corporate governance.

The Company will continue to update its stockholders on its
progress, including, but not limited to, the status of its NYSE
MKT listing.  The Company's trading symbol will bear the "BC"
indicator until the Company is either delisted or regains
compliance with the Exchange's continued listing requirements.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.

The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.

The Company's balance sheet at June 30, 2012, showed $2.85 million
in total assets, $3.31 million in total liabilities and a $451,781
total stockholders' deficit.


THINKFILM LLC: Judge Denies Bid to Withdraw Film Library Suit
-------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that U.S. District Judge
Philip S. Gutierrez on Friday refused to withdraw from bankruptcy
court a derivative lawsuit accusing film producer and financier
David Bergstein of fraudulently transferring a valuable film
library beyond the reach of his bankrupt companies' creditors.

Bankruptcy Law360, citing an order filed with the court, relates
that Judge Gutierrez denied as untimely defendant Library Asset
Acquisition Company Ltd.'s bid to withdraw reference from the
bankruptcy court.

                        About Thinkfilm LLC

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 bankruptcy
against the companies on March 17, 2010 -- CT-1 Holdings LLC
(Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr.
C.D. Calif. Case No. 10-19929); Capitol Films Development LLC
(Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D.
Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif.
Case No. 10-19912).  Judge Barry Russell presides over the cases.
The Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Judge Barry Russell formally declared David Bergstein's ThinkFilm
LLC and Capitol Films Development bankrupt on Oct. 5, 2010.

Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


THERAPEUTIC SOLUTIONS: PLS CPA Raises Going Concern Doubt
---------------------------------------------------------
Therapeutic Solutions International, Inc., filed on Oct. 31, 2012,
its annual report on Form 10-K for the fiscal year ended Dec. 31,
2011.

PLS CPA, A Professional Corp., in San Diego, expressed substantial
doubt about Therapeutic Solutions' ability to continue as a going
concern.  The independent auditors noted that under the New
License Agreement the Company's rights to sell Anterior Midpoint
Stop Appliances to the US market (81% of total revenue) will
expire at the end of 2012.

The Company reported a net loss of $970,699 on $1.7 million of net
revenues in 2011, compared with a net loss of $7,657 on $nil
revenue for the period Sept. 21, 2010, to Dec. 31, 2010.

The Company's balance sheet at Dec. 31, 2011, showed $3.5 million
in total assets, $3.2 million in total liabilities, and a
stockholders' deficit of $302,383.

A copy of the Form 10-K is available at http://is.gd/9ZgpqS

Oceanside, Calif.-based Therapeutic Solutions International, Inc.,
manufactures and sells AMPSA Products to licensed dentists.

The AMPSA Products are FDA cleared for the prophylactic treatment
of medically diagnosed migraine pain as well as migraine
associated tension-type headaches, by reducing their signs and
symptoms through reduction of trigeminally innervated muscular
activity.

AMPSA Products are either fitted chairside by licensed dentists or
produced and sold on a semi-custom basis by dental laboratories.
AMPSA Products are made of polycarbonate plastic and are designed
to fit over either the upper or lower front incisor teeth and
protect teeth, muscles and joints by significantly suppressing
parafunctional muscle contraction.




TITAN PHARMACEUTICALS: Files New Drug Application for Probuphine
----------------------------------------------------------------
Titan Pharmaceuticals, Inc., announced the submission of a New
Drug Application to the U.S. Food and Drug Administration for the
investigational product Probuphine for the maintenance treatment
of opioid dependence in adult patients.  Probuphine, a novel,
subdermal implant, is the first long-acting product designed to
deliver six months of the drug buprenorphine hydrochloride
following a single treatment.  The NDA has been submitted under
Section 505(b)(2) of the Food, Drug and Cosmetic Act and
references the approved sublingual tablet formulations of
buprenorphine. U.S. sales of daily dosed sublingual formulations
containing buprenorphine indicated for the treatment of opioid
dependence were approximately $1.3 billion in 2011.

"We are extremely pleased to submit this NDA, including our
request for a Priority Review of Probuphine, following the
successful manufacture of the first commercial scale batch in the
new production facility," said Sunil Bhonsle, president of Titan.
"Not only does this key milestone mark a significant step forward
for Titan and our shareholders but, most importantly, we believe
that Probuphine, if approved, will provide an important treatment
option for patients and physicians."

                    About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals, Inc.,
is a biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

Following the 2011 results, OUM & Co. LLP, in San Francisco,
California, expressed substantial doubt about Titan
Pharmaceuticals' ability to continue as a going concern.  The
independent auditors noted that the Company's cash resources will
not be sufficient to sustain its operations through 2012 without
additional financing, and that the Company also has suffered
recurring operating losses and negative cash flows from
operations.

Titan Pharmaceuticals' balance sheet at June 30, 2012, showed
$10.05 million in total assets, $33.04 million in total
liabilities and a $22.99 million total stockholders' deficit.


TK1 INVESTMENTS: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------
Debtor: TK1 Investments, LLC
        855 Trosper Rd. S.W. #108-105
        Olympia, WA 98512

Bankruptcy Case No.: 12-47303

Chapter 11 Petition Date: October 26, 2012

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Brian D. Lynch

Debtor's Counsel: Brian L. Budsberg, Esq.
                  BUDSBERG LAW GROUP PLLC
                  1115 W Bay Dr., Suite 201
                  Olympia, WA 98502
                  Tel: (360) 584-9093
                  E-mail: paralegal@budsberg.com

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

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

A copy of the Company's list of its two largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/wawb12-47303.pdf

The petition was signed by Kevin Turner, managing member.


TONI BRAXTON: Case Trustee Sues Ex-Husband to Recoup $53,490
------------------------------------------------------------
TMZ reports that the bankruptcy trustee overseeing Toni Braxton's
bankruptcy estate has filed a lawsuit alleging Ms. Braxton
fraudulently transferred $53,490 to her estranged husband, Keri
Lewis, in order to avoid paying back creditors in her bankruptcy
case.  TMZ relates that, according to new docs filed in Ms.
Braxton's ongoing bankruptcy case, Mr. Lewis received the 5-figure
sum after Toni's money was already earmarked to repay creditors.

Toni Braxton filed for Chapter 7 bankruptcy in 2010, claiming she
owed between $10 million and $50 million in debts.


TRANS-LUX CORP: Reports $739,000 Net Income in Second Quarter
-------------------------------------------------------------
Trans-Lux Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $739,000 on $6.84 million of total revenues for the three
months ended June 30, 2012, compared with a net loss of $1.63
million on $5.09 million of total revenues for the same period
during the prior year.

The Company reported a net loss of $931,000 on $12.47 million of
total revenues for the six months ended June 30, 2012, compared
with a net loss of $3.30 million on $10 million of total revenues
for the same period a year ago.

The Company's balance sheet at June 30, 2012, showed $25.05
million in total assets, $22.11 million in total liabilities and
$2.94 million in total stockholders' equity.

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

                        http://is.gd/3VNpOS

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

The Company reported a net loss of $1.42 million in 2011, compared
with a net loss of $7.03 million in 2010.


USEC INC: Reports $4.5 Million Net Income in Third Quarter
----------------------------------------------------------
USEC Inc. reported net income of $4.5 million on $570.5 million of
total revenue for the three months ended Sept. 30, 2012, compared
with a net loss of $6.9 million on $374.5 million of total revenue
for the same period during the prior year.

The Company reported a net loss of $116.3 million on $1.49 billion
of total revenue for the nine months ended Sept. 30, 2012,
compared with a net loss of $44.7 million on $1.20 billion of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$3.76 billion in total assets, $3.11 billion in total liabilities,
and $652.2 million in stockholders' equity.

"I am pleased to report crisp execution in the third quarter of
the RD&D program and the multi-party contract that has extended
enrichment activities at the Paducah Gaseous Diffusion Plant,"
said John K. Welch, USEC president and chief executive officer.

"We reported better financial results year over year with an
improved gross profit, and finished the quarter with a cash
balance just over $300 million.  We reiterated our guidance for
2012 and expect to finish the year with a cash balance exceeding
$200 million," Welch noted.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair shareholders' ability to sell or purchase our common stock.
As of September 30, 2012, we had $530 million of convertible notes
outstanding.  A "fundamental change" is triggered under the terms
of our convertible notes if our shares of common stock are not
listed for trading on any of the NYSE, the American Stock
Exchange, the NASDAQ Global Market or the NASDAQ Global Select
Market.  Our receipt of a NYSE continued listing standards
notification ... did not trigger a fundamental change.  If a
fundamental change occurs under the convertible notes, the holders
of the notes can require us to repurchase the notes in full for
cash.  We do not have adequate cash to repurchase the notes.  In
addition, the occurrence of a fundamental change under the
convertible notes that permits the holders of the convertible
notes to require a repurchase for cash is an event of default
under our credit facility.  Accordingly, our inability to maintain
the continued listing of our common stock on the NYSE or another
national exchange would have a material adverse effect on our
liquidity and financial condition and would likely require us to
file for bankruptcy protection."

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

                        http://is.gd/Wahxou

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

                        http://is.gd/Eb7JsC

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

The Company reported a net loss of $540.70 million in 2011,
compared with net income of $7.50 million in 2010.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.

In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.


VALENCE TECHNOLOGY: Seeks 60-Day Plan-Filing Extension
------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that Valence
Technology Inc. is seeking a 60-day extension to file a plan to
exit Chapter 11 protection as it works to line up bankruptcy-exit
financing.

                     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.


VELTEX CORPORATION: Awarded Damages in Utah State Court Matter
--------------------------------------------------------------
Veltex Corporation, in a long and successful series of legal
victories, today announced efficacious results from the Company's
litigation in the State of Utah, re Veltex Corporation v Lee G.
Scharf, Case No. 08-0907145 and in the U.S. Bankruptcy Court in
Los Angeles, California in re Veltex Corporation vs Lee George
Scharf, case 2:09-bk-03558-PC.

Utah State Judge, the Honorable Kate A. Toomey, after an
evidentiary hearing awarded Veltex monetary damages against former
Veltex Receiver Lee George Scharf of South Redondo Beach,
California. Mr. Scharf filed bankruptcy in Los Angeles, California
and attempted to discharge his debt obligations to the
corporation.  Veltex filed suit in the United States Bankruptcy
Court to block this attempt.

U.S. Bankruptcy Judge, the Honorable Peter H. Carroll, handed down
Summary Judgment in favor of Veltex Corporation and against Lee G.
Scharf.  The court awarded $57,167 plus interest beginning from
Jan. 4, 2012 and continuing.  Provisions providing time for
appeals by the defendant have now lapsed in both forums.

James Jacob, President and CEO, and major shareholder, stated
"Veltex shareholders can be assured that this Board of Directors
and management has the same verve and energy as we had from the
beginning to recover, protect and maximize the value of any and
all assets belonging to the corporation.  We continue to explore
all opportunities available to us and are working diligently to
secure the corporation's rights on all fronts.  Veltex continues
to work closely with law enforcement officials in perusing other
individuals or corporations who assisted in the wrongful transfer
of assets away from the company and to secure their return."

In late March of this year a United States District Court in
California handed down one of the largest awards ever in the
Central District of California, more than $102 million, in favor
of Veltex Corporation.  The judgment continues to carry interest
in favor of Veltex.  Several defendants in that matter have
settled with Veltex under strict confidentiality agreements.  That
case was filed in the United States District Court, Central
District of California (Western Division - Los Angeles) entitled,
Veltex Corporation vs. Javeed Azziz Matin et al, case number 2:10-
cv-01746-ABC-PJW.  The case alleged damages from 22 individual and
corporate defendants.  The litigation which had been followed
closely by legal scholars outlined a massive fraudulent conveyance
and transfer count wherein millions of dollars of corporate assets
were stolen by the defendants.

Veltex will update shareholders with developments as progress
warrants on legal matters.

Veltex Corporation, incorporated in Utah September 17, 1987, is a
public holding corporation which maintains its corporate
headquarters in Chicago, Illinois.  The company's common shares
trade OTC Markets under the symbol VLXC.


VERTIS COMMUNICATIONS: Wins Court OK for Auction Procedures
-----------------------------------------------------------
Vertis Holdings, Inc., said Nov. 1 it achieved the next key
milestones in its Chapter 11 case and sale process by obtaining
the Bankruptcy Court's approval of the procedures through which it
will evaluate any competing offers for its businesses to ensure it
receives the highest and best offer.  The Court also issued final
orders giving the Company access to $150 million in new financing
obtained in conjunction with the filing as well as the authority
to maintain its client programs, pay employees' wages and benefits
and otherwise operate its business as usual.  These motions had
been approved on an interim basis on Oct. 12, 2012.

"We are very pleased with the continued momentum of our Chapter 11
case, which has given us all of the tools we need to provide our
clients with consistently high levels of quality and service - and
meet all of our delivery deadlines - as we work to achieve our
financial and operational objectives," said Gerald Sokol, Jr.,
Chief Executive Officer.  "We are confident we are on the right
path and look forward to efficiently completing these next key
milestones to establish continuity, financial stability and
continued business investment for our clients and employees."

Vertis previously announced on Oct. 10, 2012, that it had signed
an agreement with Quad/Graphics through which Quad/Graphics will
acquire substantially all of the assets comprising Vertis'
businesses for $258.5 million, which includes the payment of
approximately $88.5 million for current assets that are in excess
of normalized working capital requirements.  Vertis simultaneously
filed voluntary petitions for Chapter 11 relief to complete the
sale as efficiently as possible while maintaining continuity for
its clients and employees.  As part of the sale through the
Chapter 11 case, Vertis and its advisors will evaluate any
competing bids that may be submitted in order to ensure it
receives the highest and best offer.  The procedures approved
today by the Bankruptcy Court require any competing bidders to
submit their offers in accordance with the approved procedures by
Nov. 23, 2012, in order to be considered.

Vertis has the support of its lenders with respect to the sale to
Quad/Graphics and currently anticipates the transaction will be
approved by the Bankruptcy Court during the fourth quarter of 2012
and close in the first quarter of 2013, pending the receipt of
customary regulatory approvals.  Vertis and Quad/Graphics will
continue to operate separately and independently until regulatory
approval is received and the sale closes.

                     Objections to Asset Sale

Lance Duroni at Bankruptcy Law360 reports that Vertis Holdings
Inc. on Wednesday fired back at unsecured creditors who are
challenging the company's bankruptcy financing and plan to auction
its assets, claiming their objections are merely "hold-up" tactics
to secure a cut from the sale.

Bankruptcy Law360 relates that in a reply brief filed in Delaware
bankruptcy court, Vertis said the objections from its official
committee of unsecured creditors could derail the carefully
negotiated auction process, for which Quad/Graphics Marketing LLC
has submitted a $258 million stalking horse bid.

                           About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.


WARNACO GROUP: Moody's Reviews 'Ba1' CFR/PDR for Downgrade
----------------------------------------------------------
Moody's Investors Service today placed all ratings of Warnaco
Group, Inc. on review for downgrade. LGD assessments are subject
to change.

The following ratings were placed on review for downgrade:

Warnaco Group Inc.

  Corporate Family Rating at Ba1

  Probability of Default Rating at Ba1

Warnaco Inc.

  $196 million term loan due 2018 at Ba1 (LGD 3, 46%)

Ratings Rationale

The review for downgrade reflects the execution of a definitive
agreement for Warnaco to be acquired by lower-rated PVH
Corporation (Ba2/Review for Downgrade). The cash-and-stock offer
valued Warnaco at approximately $2.9 billion. The transaction is
expected to close in early 2013. Moody's notes that the company's
rated term loan does contain a change-of-control provision thus
Moody's expects this loan will be refinanced in full at the time
of closing of the acquisition. Moody's review will focus on the
closing of the proposed transaction and, if not closed, the
company's ongoing financial policies.

The principal methodology used in rating Warnaco Group Inc. and
Warnaco Inc 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.

The Warnaco Group, Inc., headquartered in New York, New York
designs, sources, markets, licenses and distributes a broad line
of intimate apparel, sportswear and swimwear worldwide under a
variety of brands such as Calvin Klein, Speedo, Chaps, Warner's
and Olga.


WESTINGHOUSE SOLAR: Had $2.2-Million Net Loss in Third Quarter
--------------------------------------------------------------
Westinghouse Solar, Inc., reported a net loss of $2.2 million on
$838,446 of net revenue for the three months ended Sept. 30, 2012,
compared with a net loss of $744,913 on $3.4 million of net
revenue for the comparable period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $7.3 million on $4.5 million of net revenue, compared with
a net loss of $3.4 million on $8.1 million of net revenue for the
same period in 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$4.4 million in total assets, $5.6 million in total liabilities,
and a stockholders' deficit of $1.2 million.

A copy of the Form 10-Q is available at http://is.gd/kywsy7

Campbell, Calif.-based Westinghouse Solar, Inc., is a designer and
manufacturer of solar power systems and solar panels with
integrated microinverters.  The Company designs, markets and sells
these solar power systems to solar installers, trade workers and
do-it-yourself customers in the United States and Canada through
distribution partnerships, the Company's dealer network and retail
outlets.

                          *     *     *

As reported in the TCR on April 16, 2012, Burr Pilger Mayer, Inc.,
in San Francisco, California, expressed substantial doubt about
Westinghouse Solar's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
suffered significant operating losses and has negative
cash flow from operations.


WESTMORELAND COAL: S&P Raises CCR to 'B-' on Improved Liquidity
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Englewood, Co.-based Westmoreland Coal Co (WLB). to 'B-'
from 'CCC+'. The rating outlook is stable.

"At the same time, we raised the issue-level rating on WLB's $275
million senior secured notes due 2018 to 'B-' (the same as the
corporate credit rating) from 'CCC+'. The recovery rating remains
a '4', reflecting our expectation for average (30%-50%) recovery
for lenders under our default scenario," S&P said.

                           Rationale

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due
2018. Our assessment of WLB's business risk profile as
'vulnerable' and financial risk profile as 'highly leveraged' are
unchanged. We are revising our liquidity score to 'adequate' based
on the covenant relief and additional liquidity provided under the
company's new $20 million assetbased loan (ABL) facility from
'less than adequate.' Our outlook for the coal industry remains
negative because demand for domestic coal is still depressed due
to natural gas substitution and continued high inventories at
utilities following last year's unusually warm winter," S&P said.

"Our base-case scenario anticipates that WLB will produce around
22 million tons of coal in 2012 and generate EBITDA (including
adjustments for pension and asset retirement expenses) of about
$135 million. This EBITDA figure is higher than our earlier
projections due to better-thanexpected performance from the
company's recently acquired Kemmerer mine, which boasts
higher margins than its other mines. At year-end, we expect the
company's total debt to approximate $800 million, including $440
million in adjustments for pensions, asset retirement obligations,
and operating leases. We expect leverage at year end to be around
5.9x, with funds from operations (FFO)-to-debt of about 8%. In
2013, we expect EBITDA will grow modestly to about $145 million,
and that debt reductions in the form of required amortization and
excess cash flow payments will reduce total debt by about $30
million. These factors lead us to anticipate further improvements
in credit metrics by the end of 2013, with leverage around 5.3x
and FFOto-debt of about 10%," S&P said.

"WLB operates six coal mines in Montana, Texas, North Dakota, and
Wyoming, with 80% of its coal reserves concentrated in the Powder
River Basin (PRB). The company has about 486 million tons of
proven or probable coal reserves, a significant increase over the
past several years, and it estimates that its proven and probable
reserves will last 10 to 40 years. We believe that WLB, which has
about 80% of capacity in the northern PRB, is a high-cost coal
producer," S&P said.

"Despite the company's strategy of operating mines situated at or
near its electric utility customers, thus reducing transportation
costs, we estimate that it operates at cash costs well above $10
per ton--significantly higher than those of its larger competitors
in the region. The company also has significant customer
concentration. In 2012, we expect it will generate approximately
65% of total revenues from coal sales to five power plants,
leading to the risk that any mine disruptions or unexpected
customer outages could hurt profitability. However, nearly all of
WLB's production is sold under long-term contracts and provides
for sales to customers for periods of three to nine years. In our
view, these contracts somewhat limit customers' ability to switch
suppliers before their contracts expire and provides some
predictability to the company's revenue stream," S&P said.

"WLB also operates two coal-fired power-generating units with a
total capacity of 230 megawatts in North Carolina. The company
conducts its power operations through its subsidiaries
(collectively, ROVA). It purchases coal for ROVA under long-term
contracts from suppliers in Central Appalachia. The ROVA
facilities supply electricity to Dominion Virginia Power under
power purchase agreements extending through 2019 and 2020.
However, ROVA's coal supply agreements extend through 2014 and
2015 at prices substantially below current market rates.
Dominion is not obligated under the fixed-price purchase power
agreement to bear potentially significantly higher fuel costs. As
a result, WLB's ROVA facilities could incur substantial operating
losses starting in 2014. Although outside of the rating time
horizon, we have assumed a significant decline in revenue from the
ROVA facilities in 2015, no further revenue contributions in 2016,
and a $50 million charge in 2016 to account for any associated
losses," S&P said.

                          Liquidity

S&P regards WLB's liquidity as adequate, based on these
assumptions:

* Liquidity sources, which primarily consist of FFO generation
   and availability under the ABL facilities, will exceed uses by
   at least 1.2x over the next 12-18 months;

* Liquidity sources will continue to exceed uses, even if EBITDA
   were to decline by 15%; and

* Compliance with assumed financial maintenance covenants would
   likely survive a 15% drop in EBITDA.

"As of Sept. 30, 2012, WLB had total liquidity of $97 million,
consisting of $54 million in cash and $43 million in total
availability under its $20 million ABL at WLB due 2017 and its $25
million ABL at its subsidiary Westmoreland Mining LLC (WML) due
2013. The company recently amended covenant measures under its WML
subsidiary $110 million term loan due 2018 (unrated). WML's
required leverage ratio will now step down to 1.5x from the
current 2.25x in quarterly increments over the course of 2013, a
more gradual change than the previous requirement to step down to
1.5x as of year-end 2012. We expect that WLB will be able to
maintain at least a 15% EBITDA cushion under the new covenant
restrictions," S&P said.

"We anticipate that WLB will generate cash flow from operations of
around $59 million in 2012, which will cover its expected capital
expenditures of $26 million. We project the company will end the
year with about $44 million in cash, some of which will be used to
reduce debt under the company's required 75% excess cash flow
sweep. In 2013, we expect the company to produce free operating
cash flow in the range of $50 million to $55 million, after
capital spending of about $20 million," S&P said.

"WLB's debt maturities over the next several years are manageable.
Its notes and term loan debt are due in 2018. The company has not
paid dividends on its common stock for some time, and we don't
anticipate it will pay any common stock dividends in the
foreseeable future," S&P said.

                        Recovery Analysis

"We rate WLB's $275 million term loan 'B-' (same as the corporate
credit rating) with a recovery rating of '4', indicating our
expectation of average (30%-50%) recovery for bondholders in the
event of a payment default under our default scenario. Standard &
Poor's does not rate WML's term loan," S&P said.

                            Outlook

"The stable rating outlook reflects our expectation that, despite
headwinds in the coal industry, WLB will maintain a minimum 15%
EBITDA covenant cushion over the next 12 to 18 months while
continuing to improve its credit metrics," S&P said.

"A positive rating action is unlikely given the company's highly
leveraged financial profile (we expect debt-to-EBITDA of around 6x
in 2012) and vulnerable business profile. We could raise the
ratings if we expect the company to maintain leverage metrics
below 5x and FFO-to-debt above 12%. This could occur if the
company increases its mine diversity and production levels
without adding to its existing debt load," S&P said.

"We would consider a negative rating action if, as a result of
deterioration in operating performance during the next several
quarters, WLB's credit measures and liquidity position
deteriorated. This could include the financial covenant cushion
falling below our 15% EBITDA benchmark. This could occur if the
economic recovery takes longer than we expect, if the company
incurs greater-than-expected costs in association with its ROVA
contracts, or if coalpowered electricity consumption falls,
resulting in a decline in total coal volumes sold," S&P said.

Ratings List
Ratings Raised; Outlook Stable
                                To           From
Westmoreland Coal Co.
Corporate Credit Rating         B-/Stable/-- CCC+/Positive/--
Senior Unsecured                B-           C


WINN PROFESSIONAL: Case Summary & 12 Unsecured Creditors
--------------------------------------------------------
Debtor: Winn Professional Engineers and Constructors, LLC
        P.O. Box 2727
        Longview, TX 75606

Bankruptcy Case No.: 12-60882

Chapter 11 Petition Date: October 25, 2012

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Tyler)

Debtor's Counsel: Glen E. Patrick, Esq.
                  MCNALLY & PATRICK, LLP
                  100 E. Ferguson Street, Suite 400
                  Tyler, TX 75702
                  Tel: (903) 597-6301
                  Fax: (903) 597-6302
                  E-mail: gpoffice@suddenlinkmail.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 12 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/txeb12-60882.pdf

The petition was signed by Walter T. Winn, Jr., president.


XEBEX CORPORATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Xebex Corporation
        1938 Marydale
        Dallas, TX 75208

Bankruptcy Case No.: 12-36773

Chapter 11 Petition Date: October 26, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  E-mail: eric@ealpc.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txnb12-36773.pdf

The petition was signed by Scott N. Weinert, president.




* 2 Faegre Baker Lawyers Appointed to Bankruptcy Bench
------------------------------------------------------
Zach Winnick at Bankruptcy Law360 reports that Faegre Baker
Daniels partner James M. Carr and of counsel Thomas M. Lynch have
been appointed by Seventh Circuit Chief Judge Frank Easterbrook to
serve as federal bankruptcy judges, the firm announced Wednesday,
saying both attorneys will begin their 14-year terms in January
2013.

Bankruptcy Law360 relates that the announcements highlighted the
strength of the firm's bankruptcy and business law practices, as
the two attorneys prepare to fill out upcoming vacancies on the
federal bankruptcy bench in Illinois and Indiana.


* Canada August Bankruptcies Rise 4.5%, Superintendent Reports
--------------------------------------------------------------
Michael Bathon at Bloomberg News reports that bankruptcies in
Canada rose 4.5% in August from a month earlier, the Office of the
Superintendent of Bankruptcy said.  Bankruptcies fell 9.3% in
August from a year earlier, the Ottawa-based agency said in a
release posted on its Web site.


* Global Regulators to Cut List of Too-Big-To-Fail Banks to 28
--------------------------------------------------------------
Brian Parkin and Ben Moshinsky at Bloomberg News report that
according to a German government official, global regulators will
publish a list of 28 too-big-to-fail banks that must hold
additional capital.  That is one less than the 29 identified last
year.

According to the report, the list, which was set to be published
Nov. 1 in advance of a Nov. 4 meeting in Mexico of finance
officials from the world's biggest economies, the German official
told reporters in Berlin on condition of anonymity because the G-
20 negotiations are private.  The Financial Stability Board last
year published a list of 29 banks that should hold more capital
than required by other international agreements because of their
importance to the global financial system.  Citigroup Inc.,
JPMorgan Chase & Co., BNP Paribas SA, Royal Bank of Scotland Group
Plc, and HSBC Holdings Plc were provisionally earmarked to face
the top level of surcharges, set at 2.5% of risk-weighted assets.
"I think there is general agreement around the world that
increasing capital requirements has a negative effect on the
economy and delays the recovery," Simon Gleeson, financial
regulation partner at Clifford Chance LLP, said in a telephone
interview Nov. 1.

"It's a question of calibration."  The most likely bank to drop
off the updated list is Dexia SA, the Franco-Belgian lender that
is being broken up after losing access to unsecured funding, Karel
Lannoo, chief executive officer of the Centre for European Policy
Studies in Brussels, said last month.

                           G-20 Nations

The report relates the FSB said last year that regulators would
update the list on an annual basis, with each revision to be
published in November.  The FSB brings together central bankers,
regulators and government officials from G-20 nations to
coordinate financial rulemaking.

The report notes that the capital surcharges for systemic banks,
ranging from 1% to 2.5%, come on top of agreements by the Basel
Committee on Banking Supervision to more than triple the core
reserves that lenders have to hold against possible losses.  These
so-called Basel III rules are intended to apply to all
internationally active banks, and are scheduled to fully apply
from 2019.

The Bloomberg report discloses that large international lenders
would have faced a 374.1 billion euro shortfall ($484.4 billion)
in the capital needed to meet Basel III had it been in force at
the end of 2011, according to data published by the Basel group in
September.  The figure factors in the surcharges for globally
systemic banks.


* Jones Day, K&L Gates Attorneys Join Barnes & Thornburg
--------------------------------------------------------
Barnes & Thornburg LLP announced on Oct. 30, 2012, that Lindsey D.
G. Dates and Daniel J. Lawler have joined the firm's Chicago
office as partners in the Litigation and Healthcare Departments,
respectively. Previously, Dates worked in the Chicago office of
Jones Day and Lawler worked in the Chicago office of K&L Gates
LLP.

"Adding these highly regarded partners reflects and advances our
strategy to deepen our resources across a number of practice areas
in Chicago," said Mark Rust, managing partner of Barnes &
Thornburg's Chicago office. "We are pleased to have Lindsey and
Dan join our growing Chicago office."

Dates is a trial lawyer who represents global clients in high-
stakes litigation matters and focuses on commercial contract and
business tort litigation. His broad array of complex litigation
experience includes antitrust, intellectual property, product
liability, white collar criminal, commercial real estate, labor,
bankruptcy, and health care litigation matters.

Lawler has extensive experience representing healthcare providers
in regulatory proceedings before the Illinois Department of Public
Health, the Department of Healthcare and Family Services (f/k/a
Department of Public Aid), and the Illinois Health Facilities and
Services Review Board (IHFSRB). Most notably, Lawler represented
Centegra Health System in front of the IHFSRB on its Certificate
of Need (CON) application. The new Centegra Hospital-Huntley will
be one of only two new, non-replacement acute care hospitals in
the Chicago area in the last 30 years.

In addition, Lawler has litigated many cases on behalf of a
variety of providers in their disputes with managed care payors,
including the successful mediation of claims arising out of the
insolvency of independent practice associations (IPAs). He also
obtained for a number of providers the largest monetary judgment
to date against the Illinois HMO Guaranty Association following
the insolvency of an HMO.

"We look forward to Lindsey bringing a skill-set and forceful
intellect to Barnes & Thornburg. He will bolster the Litigation
Department's depth and ability to litigate a wide range of complex
litigation matters," said Bill McErlean, chair of Barnes &
Thornburg's Litigation Department. "Lindsey is a talented lawyer.
We are glad to have him on our team and are confident that he will
develop into one of the superb trial lawyers of his generation."

"Dan will be a true asset to the Healthcare Department as he
strengthens the firm's ability to handle healthcare litigation of
different kinds," added Rust, who also chairs the firm's national
Healthcare Department. "His experience working with Certificate of
Need issues will also be of great value to our clients."

Dates and Lawler are the latest lateral attorneys to join Barnes &
Thornburg as the firm continues the strategic expansion across the
country of its leading practice groups. Their arrivals come on the
heels of corporate attorney Bonita Hatchett joining the Chicago
office in August and environmental attorney Michael Elam joining
the Chicago office in July.


* BOND PRICING: For Week From Oct. 29 to Nov. 2, 2012
-----------------------------------------------------

  Company          Coupon   Maturity  Bid Price
  -------          ------   --------  ---------
AMBAC INC           6.150   2/7/2087     3.500
AES EASTERN ENER    9.000   1/2/2017     2.000
AES EASTERN ENER    9.670   1/2/2029     4.750
AGY HOLDING COR    11.000 11/15/2014    48.060
AHERN RENTALS       9.250  8/15/2013    66.000
ALION SCIENCE      10.250   2/1/2015    53.900
AM AIRLN PT TRST   10.180   1/2/2013    95.375
ARK OF SAFETY       8.000  4/15/2029     6.000
ATP OIL & GAS      11.875   5/1/2015    15.000
ATP OIL & GAS      11.875   5/1/2015    15.000
ATP OIL & GAS      11.875   5/1/2015    15.250
BUFFALO THUNDER     9.375 12/15/2014    35.000
CALIF BAPTIST       7.100   4/1/2014     4.500
CAPMARK FINL GRP    6.300  5/10/2017     2.000
CENTRAL EUROPEAN    3.000  3/15/2013    87.875
CHAMPION ENTERPR    2.750  11/1/2037     1.000
CVI-CALL11/12       9.000   4/1/2015   104.200
CVI-CALL11/12       9.000   4/1/2015   104.200
DIRECTBUY HLDG     12.000   2/1/2017    20.500
DIRECTBUY HLDG     12.000   2/1/2017    20.500
DOWNEY FINANCIAL    6.500   7/1/2014    58.125
DYN-RSTN/DNKM PT    7.670  11/8/2016    62.500
NGC CORP CAP TR     8.316   6/1/2027    13.000
EDISON MISSION      7.500  6/15/2013    48.500
EASTMAN KODAK CO    7.250 11/15/2013    10.375
EASTMAN KODAK CO    7.000   4/1/2017    12.250
EASTMAN KODAK CO    9.950   7/1/2018    10.750
EASTMAN KODAK CO    9.200   6/1/2021    10.000
ENERGY CONVERS      3.000  6/15/2013    40.000
FRIENDSHIP WEST     8.000  6/15/2024     9.100
FIBERTOWER CORP     9.000   1/1/2016    30.000
GLB AVTN HLDG IN   14.000  8/15/2013    35.363
GMX RESOURCES       5.000   2/1/2013    89.750
GMX RESOURCES       4.500   5/1/2015    49.000
GEOKINETICS HLDG    9.750 12/15/2014    43.200
GLOBALSTAR INC      5.750   4/1/2028    48.750
HAWKER BEECHCRAF    8.500   4/1/2015    19.500
HAWKER BEECHCRAF    8.875   4/1/2015    19.500
HAWKER BEECHCRAF    9.750   4/1/2017     0.250
HUTCHINSON TECH     8.500  1/15/2026    55.425
IBI GROUP INC       5.750  6/30/2017    10.010
KV PHARM           12.000  3/15/2015    50.375
LAMR-CALL11/12      6.625  8/15/2015   101.000
LEAP-CALL11/12     10.000  7/15/2015   105.000
LEHMAN BROS HLDG    1.000 10/17/2013    19.375
LEHMAN BROS HLDG    0.250 12/12/2013    19.375
LEHMAN BROS HLDG    0.250  1/26/2014    19.375
LEHMAN BROS HLDG    1.250   2/6/2014    19.375
LEHMAN BROS HLDG    1.000  3/29/2014    19.375
LEHMAN BROS HLDG    1.000  8/17/2014    19.375
LEHMAN BROS HLDG    1.000  8/17/2014    19.375
LEHMAN BROS INC     7.500   8/1/2026     7.000
LIFEPOINT CMNTY     8.400 10/20/2036     4.000
LIFECARE HOLDING    9.250  8/15/2013    36.854
MASHANTUCKET PEQ    8.500 11/15/2015     9.250
MASHANTUCKET PEQ    8.500 11/15/2015    15.750
MASHANTUCKET TRB    5.912   9/1/2021     9.250
METRO BAP CHURCH    8.400  1/12/2029     4.000
MF GLOBAL LTD       9.000  6/20/2038    59.100
MANNKIND CORP       3.750 12/15/2013    67.750
MRC-CALL11/12       9.500 12/15/2016   108.150
NEWPAGE CORP       10.000   5/1/2012     5.500
NEWPAGE CORP       11.375 12/31/2014    47.000
OVERSEAS SHIPHLD    8.750  12/1/2013    36.000
OVERSEAS SHIPHLD    8.125  3/30/2018    28.500
PLATINUM ENERGY    14.250   3/1/2015    40.000
PMI GROUP INC       6.000  9/15/2016    26.700
PMI CAPITAL I       8.309   2/1/2027     1.125
PENSON WORLDWIDE    8.000   6/1/2014    40.744
POWERWAVE TECH      3.875  10/1/2027    12.647
POWERWAVE TECH      3.875  10/1/2027    13.500
RESIDENTIAL CAP     6.500  4/17/2013    26.938
RESIDENTIAL CAP     6.875  6/30/2015    25.500
SCHOOL SPECIALTY    3.750 11/30/2026    58.500
SAVIENT PHARMA      4.750   2/1/2018    27.000
THQ INC             5.000  8/15/2014    56.861
TRAVELPORT LLC     11.875   9/1/2016    39.750
TRAVELPORT LLC     11.875   9/1/2016    42.000
TIMES MIRROR CO     7.250   3/1/2013    36.000
TRIBUNE CO          5.250  8/15/2015    35.050
TERRESTAR NETWOR    6.500  6/15/2014    10.000
TEXAS COMP/TCEH    10.250  11/1/2015    19.750
TEXAS COMP/TCEH    10.250  11/1/2015    14.920
TEXAS COMP/TCEH    10.250  11/1/2015    22.075
TEXAS COMP/TCEH    15.000   4/1/2021    27.000
TEXAS COMP/TCEH    15.000   4/1/2021    34.250
USEC INC            3.000  10/1/2014    42.000
VERSO PAPER        11.375   8/1/2016    49.400
WCI COMMUNITIES     6.625  3/15/2015     0.625



                            *********

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,
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is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
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                           *********

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

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

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

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                  *** End of Transmission ***