TCR_Public/121108.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, November 8, 2012, Vol. 16, No. 311

                            Headlines

1279 N.A.: Voluntary Chapter 11 Case Summary
ABE'S OF MAINE: Electronics Retailer Files in Brooklyn
ADINO ENERGY: Exploration Inks $2.9 Sale Pact With Broadway
ALT HOTEL: Judge Confirms 2nd Modified Reorganization Plan
AMERICAN APPAREL: Had $59.1 Million Net Sales in October

ARIGATO JAPANESE: Case Summary & 20 Largest Unsecured Creditors
ATP OIL: Committee Wants to Pursue Fraudulent Conveyance Claims
AURORA DIAGNOSTICS: S&P Raises CCR to 'BB-'; Outlook Negative
AUTOTRADER GROUP: Bitauto Investment No Impact on Moody's Ba3 CFR
BACK YARD: Plan Gives 100% of New Equity to DIP Lenders

BALL GROUND: Nine Firms Submit Bids to Conduct Forensic Audit
BAYSHORE REDMONT: Case Summary & 20 Largest Unsecured Creditors
BERNARD L. MADOFF: Trustee Details Status of Estate on Sept. 30
BIG ISLAND CARBON: Hawaiian Charcoal Maker Files Chapter 11
BLACK PRESS: S&P Cuts CCR to ' B-' on Weak Operating Performance

BOMBADIER RECREATIONAL: S&P Affirms 'B+' CCR on Debt Refinancing
CAGLE'S INC: Court Confirms Amended Plan of Liquidation
CEDAR FAIR: 56% Distribution Increase No Impact on 'Ba3' CFR
CHINA TEL GROUP: Unregistered Securities Sales Exceed Threshold
CLEAR CHANNEL: Fitch Rates $2.72-Bil. Senior Unsecured Notes 'BB-'

COMSTOCK MINING: Amends Employment Agreement with CEO and Pres.
CONFIE SEGUROS: S&P Assigns 'B-' Counterparty Credit Rating
CONKLING MARINA: Bankruptcy Filing Averted Foreclosure
CONTINENTAL RESOURCES: S&P Alters Outlook on 'BB+' CCR to Positive
CONVERGYS CORP: Fitch Holds 'BB+' Rating on Junior Sub. Debentures

DAIS ANALYTIC: Inks License & Supply Agreement With MG Energy
DALLAS ROADSTER: Can Employ Terrence Leung as Accountant
DALLAS ROADSTER: Files Amended Schedules of Assets & Liabilities
DEAN FOODS: Fitch Raises Issuer Default Rating to 'B+'
DENSITY INC: Case Summary & 18 Largest Unsecured Creditors

DIGITAL DOMAIN: Suspending Filing of Reports with SEC
DISCOVER FINANCIAL: Fitch to Issue 'B+' Preferred Stock Rating
DYNEGY INC: To Repay Units' $325 Million Term Loans
EMPIRE RESORTS: Option to Lease EPT Property Extended to Feb. 20
ENDO HEALTH: S&P Affirms 'BB' Corp. Credit Rating; Outlook Stable

FAIRWAY OUTDOOR: Fitch Rates $72-Mil. Class B Notes at 'BB-sf'
FASTLANE HOLDING: S&P Assigns 'B' CCR on TPG Acquisition
FIBERTOWER CORP: District Court Dismisses FCC's Appeal
FNB UNITED: Incurs $4.7 Million Net Loss in Third Quarter
GENERAL MOTORS: Fitch Assigns 'BB+' Issuer Default Rating

GLENDALE INVESTORS: Files for Chapter 11 Bankruptcy Protection
GOODMAN GLOBAL: S&P Affirms 'B+' Corp. Credit Rating; Off Watch
GRAYMARK HEALTHCARE: Shareholders OK Reverse Stock Split
GWF ENERGY: Moody's Rates $202.9MM Secured Credit Facility 'Ba2'
HMK MATTRESS: Moody's Sas Hurricane Modestly Credit Positive

INFUSYSTEM HOLDINGS: To Issue Q3 Financial Results on Nov. 14
INTERCORP RETAIL: Fitch Lifts Issuer Default Rating to 'BB'
INTERPUBLIC GROUP: Fitch Rates Perpetual Preferred Stock 'BB+'
JOHN HENRY: S&P Affirms 'B' Corporate Credit Rating
JONES LANG: Moody's Assigns '(P)Ba1' Preferred Shelf Rating

LAKELAND DEVELOPMENT: To Use Cash Collateral to Pay Legal Fees
LAST MILE: Can Access $10MM DIP Loan From GLC Leveraged Capital
LDK SOLAR: Names New CEO, Appoints 5 Additional Directors
LON MORRIS: Jacksonville Wants to Recover Rodeo Arena
LOWER BUCKS: Plans to Close Cardiac Rehabilitation Unit

LUDLOW GARAGE: Case Summary & 4 Unsecured Creditors
MDU COMMUNICATIONS: Two New Directors Appointed to Board
MECHANICAL PIPE: Files for Chapter 11 Bankruptcy Protection
METROPOLITAN HEALTH: S&P Puts 'B+' Counterparty Rating on Watch
MINOR FAMILY: Court Thwarts Bid for Chapter 7 Conversion

MMM SO GOOD: Owner of Sweet and Savory Restaurant Files Chapter 11
MPG OFFICE: Reports $95 Million Net Income in Third Quarter
MUNCIE PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
NEW ENGLAND BUILDING: Files Modification to Second Amended Plan
NEXTWAVE WIRELESS: Incurs $55.6 Million Net Loss in 3rd Quarter

NORTHWEST PARTNERS: Hearing on Turnover Motion Reset to Jan. 16
OCEAN PACIFIC: Voluntary Chapter 11 Case Summary
ODYSSEY DIVERSIFIED: Has Interim Access to Cash Collateral
ODYSSEY DIVERSIFIED: Can Access $500,000 DIP Facility
OMNICOMM SYSTEMS: Incurs $4.4 Million Net Loss in Third Quarter

OSMOSE HOLDINGS: Moody's Lowers Corp. Family Rating to 'B2'
PATIENT SAFETY: Incurs $185,400 Net Loss in Third Quarter
PENNFIELD CORP: Can Use Fulton's Cash Collateral Through Nov. 10
PENNFIELD CORP: Wants Access to $2MM DIP Financing From Carlisle
PENNFIELD CORP: Can Implement Key Employee Incentive Plan

PEREGRINE FIN'L: Customers Have More Time for Filing Claims
PINNACLE AIRLINES: Flight Attendants Approve CBA Concessions
PMI GROUP: Unsecured Creditors Allow Insurance Unit to Use NOLs
PREMIER PAVING: Can Use Wells Fargo's Cash Collateral Until Dec. 1
QUALTEQ INC: Sold for $51.2 Million to Valid USA

QUIGLEY CO: Hurricane Sandy Extends Voting Deadline by 2 Weeks
RED F MARKETING: Averts Liquidation; To Reorganize in Chapter 11
REEVES DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
RESIDENTIAL CAPITAL: U.S., Ally Objecting to Ocwen's Acquisition
RR DONNELLEY: Fitch Withdraws 'BB' IDR & Negative Outlook

RR DONNELLEY: S&P Alters Outlook on 'BB' CCR to Negative
SAN BERNARDINO, CA: To Face Another Hearing Dec. 21
SASSAFRAS VALLEY: Case Summary & Largest Unsecured Creditor
SBMC HEALTHCARE: Transwestern to Assist in Seeking DIP Financing
SHUANEY IRREVOCABLE: Bank Objects to Disclosure Statement

SPARRER SAUSAGE: Can Use First American Bank's Cash Collateral
SPECTRUM BRANDS: S&P Assigns 'B' Rating on C$100-Mil. Term Loan
SPORT DIVER: Owner Mum on Reason for Chapter 11 Bankruptcy
ST. CATHERINE'S MEDICAL: Trustee Goes After Hospital Owner
TEMPUR-PEDIC INT'L: S&P Assigns 'BB-' Corp. Credit Rating

TOPTV: South African Pay-TV Files for Bankruptcy
TOWN SPORTS: Moody's Affirms 'B1' CFR; Outlook Remains Stable
TRIUS THERAPEUTICS: Incurs $17.7 Million Net Loss in 3rd Quarter
VANN'S INC: Court Approves $4.5MM Sale to McMagic Partners
VERTIS HOLDINGS: Wins Approval of DIP Loan, Bidding Protocol

VIVISOURCE LABORATORIES: Case Summary & Creditors List
WALTER ENERGY: S&P Lowers CCR to 'B+' on Higher Leverage
WESTERN BIOMASS: Case Summary & 20 Largest Unsecured Creditors
WILLIAM LYON HOMES: S&P Assigns 'B-' CCR & Debt Ratings
WPACES: S&P Cuts Rating on $7.45-Mil. Revenue Bonds to 'BB+'

* Uncertainty of Enforceability of Orders From Another Country

* Manhattan Bankruptcy Court's Operations Affected by Sandy
* Storm Forces Stroock to Move Into Kirkland's Manhattan Office
* Moody's Says Casinos, Utilities to Suffer After Hurricane

* New Gaming Facilities in Ohio to Hit Neighboring Casinos
* Weiland Gets "First-Tier Ranking" as Boutique Bankruptcy Firm

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1279 N.A.: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: 1279 N.A. LLC
        c/o PORTES LLP
        645 Fifth Avenue, Suite 1200
        New York, NY 10022

Bankruptcy Case No.: 12-20013

Chapter 11 Petition Date: October 31, 2012

Court: U.S. Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

Debtor's Counsel: Marlon Portes, Esq.
                  PORTES LLP
                  645 Fifth Avenue, Suite 1200
                  New York, NY 10022
                  Tel: (347) 387-1929

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Robert Sherr, managing member.


ABE'S OF MAINE: Electronics Retailer Files in Brooklyn
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Abe's of Maine Camera Exchange, an electronics
retailer based in Edison, New Jersey, filed a Chapter 11
reorganization petition (Bankr. E.D.N.Y. Case No. 12-47723) on
Nov. 5 in Brooklyn, New York, disclosing assets of $3.5 million
and debt totaling $11.5 million.

The company sells cameras, televisions, small appliances, and
electronics equipment on the Internet, attempting to attract
customers with "aggressive pricing," according to a court filing.
The company currently has "very limited inventory."

The company intends to use bankruptcy either to attract a new
investor or sell the business.

Secured lender TD Bank is owed $1.5 million. Another $2.25 million
is owed to secured lender De Lage Landen Financial Services Inc.
The company said that De Lage may not have made proper filings to
have entirely enforceable security interests.  There is also about
$5.2 million in unsecured debt owing to suppliers.


ADINO ENERGY: Exploration Inks $2.9 Sale Pact With Broadway
-----------------------------------------------------------
Adino Energy Corporation and Adino Exploration, LLC, a wholly
owned subsidiary of the Company, entered into an Asset Purchase
and Sales Agreement with Broadway Resources, LLC.  The Agreement
provides that Exploration has agreed to sell all of its rights,
title and interest to its oil and gas leases located in Coleman
and Runnels Counties, Texas.  The purchase price paid by Broadway
was $2,921,616, which includes a cash payment of $811,825 and the
elimination of Adino and Exploration debts in the amount of
$2,109,791.

The Company's Chairman and Chief Financial Officer have an
ownership interest in the Buyer.  Exploration's members approved
the sale of assets and the terms of the Agreement as being fair
and reasonable.

In evaluating the sale of Exploration's assets, including the
determination of an appropriate purchase price paid, Exploration
considered a variety of factors, including the estimated future
net oil reserves of the oil and gas leases, comparable sales of
other oil and gas leases in the area, and the value of the
equipment sold.

On Oct. 31, 2012, Shannon McAdams, the Company's chief financial
officer, resigned his employment with the Company and with Adino
Exploration, LLC.

A copy of the Asset Purchase & Sale Agreement is available at:

                        http://is.gd/1F1WUG

                        About Adino Energy

Based in Houston, Texas, Adino Energy Corporation (OTC BB: ADNY)
-- http://www.adinoenergycorp.com/-- through its wholly owned
subsidiary Intercontinental Fuels, LLC, specializes in fuel
terminal operations for retail, wholesale, and governmental
suppliers.

In its audit report for the 2011 results, M&K CPAS, PLLC, in
Houston, Texas, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has suffered recurring losses from
operations and maintains a working capital deficit.

The Company previously reported a net loss of $1.31 million in
2011, compared with a net loss of $277,802 in 2010.

The Company's balance sheet at June 30, 2012, showed $2.13 million
in total assets, $4.95 million in total liabilities, and a
$2.82 million total stockholders' deficit.


ALT HOTEL: Judge Confirms 2nd Modified Reorganization Plan
----------------------------------------------------------
Hayley Kaplan at The Deal reports that Judge A. Benjamin Goldgar
of the U.S. Bankruptcy Court for the Northern District of Illinois
in Chicago confirmed ALT Hotel LLC's second modified
reorganization plan.  The plan must go effective by no later than
Jan. 18, or the hotel will be sold through auction procedures
outlined in the plan.

According to the report, the Debtor reached a settlement regarding
the treatment of its senior lender's claim in the plan.  The
senior lender DiamondRock Allerton Owner LLC, an affiliate of
lodging REIT DiamondRock Hospitality Co., had a disputed $71
million claim.

"This settlement allows DiamondRock to receive a meaningful return
on its original distressed debt investment in the Allerton Hotel,"
Mark W. Brugger, DiamondRock Hospitality's CEO, said in an Oct. 31
statement released by the lender, according to The Deal.  "We look
forward to generating a strong cash yield from our investment in
the Allerton Hotel mortgage debt."

The report recounts DiamondRock had objected to ALT's previous
plan, asserting that the previous plan paid ALT's junior lenders
before it.  The lender also objected to the treatment of its claim
under the old plan.  The revised plan settled the objection.

According to The Deal, under the second plan, filed Oct. 29, all
creditors will be repaid in full over time, including DiamondRock,
and all outstanding litigation between ALT and the lender will be
settled.  Administrative and priority tax claims will be paid in
full in cash on the effective date.

The report says, through the settlement, DiamondRock will have an
allowed $71 million secured claim.  After a $5 million principal
payment, which will be paid in cash on the plan's effective date,
the balance of the lender's claim will be amended and restated
into a new loan agreement between the parties.  The $66 million
loan will accrue interest at 5.5% per annum, which will be payable
monthly for a period of four years from the plan's effective date,
when the loan will mature.  The loan can be extended by one year
if ALT pays a 1% extension fee of the principal balance of the
loan. The lender will retain its liens and security interests on
ALT's property.

The report relates other secured claims, if any, will be
reinstated on the effective date of the plan.  General unsecured
creditors will receive half of what they are owed on the plan's
effective date and the other half six months later.  The latter
portion of the claims would accrue 5% per annum interest.  It was
unspecified what the unsecured creditors are owed.  Hotel Allerton
Mezz LLC, the Debtor's sole equity holder, will retain its
interest.

The report relates if ALT fails to pay DiamondRock the $5 million
by Jan. 18, the plan would not go effective and the hotel would be
sold in Chapter 11.  An auction for the hotel would occur no later
than Feb. 28 and a hearing to approve the sale would occur no
later than March 15.  DiamondRock would be allowed to credit-bid
the full amount of its claim and ALT would not be permitted any
further exclusivity extensions for purposing or soliciting
alternative Chapter 11 plans.

The Deal notes that prior to the bankruptcy, the Debtor had two
loan tranches -- $69 million held by DiamondRock and a one-time
$10 million mezzanine loan held by Hotel Allerton Mezz.  It does
not appear that Hotel Allerton Mezz will recover anything under
the new plan.

                       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 APPAREL: Had $59.1 Million Net Sales in October
--------------------------------------------------------
American Apparel, Inc., announced preliminary sales for the month
ended Oct. 31, 2012, and reported that total net sales on a
preliminary basis increased 5% to $59.1 million when compared to
the month ended Oct. 31, 2011.  Between the same periods,
comparable retail and online sales on a preliminary basis
increased an estimated 5% and wholesale net sales increased an
estimated 17%, while the Company estimates retail stores suffered
an approximate 5% reduction in comparable sales from weather
related store closures.

The following delineates the components of the increases for each
of the four months ended Oct. 31, 2012, when compared to the
corresponding months and quarter of the prior year:

                             July    August  September   October*
Comparable Store Sales        20%      27%      14%         3%
Comparable Online Sales       26%      20%      18%        27%
Comparable Retail & Online    21%      26%      14%         5%
Wholesale Net Sales            6%      12%       1%        17%

*Preliminary, subject to adjustment

"October has historically been one of our strongest months based
on the significant uptick in sales we experience for Halloween,"
said Dov Charney, chief executive officer and Chairman of the
Board of American Apparel, Inc.  "Like all other retailers, we
were blindsided by Sandy, and with greater New York being our
largest market, we estimate we lost in excess of $1.5 million in
retail sales due to the storm.  Our hearts go out to the victims,
and we will be distributing, with the help of our own staff, tens
of thousands of garments including socks, T-shirts, thermals, and
sweatshirts to those most deeply affected.  As the preeminent US
manufacturer of apparel we are grateful to be in a position to
assist in relief efforts, as we did with Hurricane Katrina and at
other times of need.  We are thankful that our employees came
through the storm without injury.  We also thank our employees who
worked tirelessly to re-open over 25 stores in the region as
quickly as they did.  At this time our business is substantially
back on track in the region.  So far in November retail sales are
showing signs of strength and we anticipate this trend will
continue.  Online and wholesale both had a strong October, and I
am confident our positive momentum will continue into the Holiday
selling season."

                      About American Apparel

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

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

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

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

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


ARIGATO JAPANESE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Arigato Japanese Steak House, LLC.
        fdba Arigato Japanese Steak House, Inc.
         dba Arigato Japanese Steak House
        3600 66th Street North
        St. Petersburg, FL 33710

Bankruptcy Case No.: 12-16665

Chapter 11 Petition Date: October 31, 2012

Court: U.S. Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Lynn Welter Sherman, Esq.
                  ADAMS AND REESE, LLP
                  101 East Kennedy Boulevard, Suite 4000
                  Tampa, FL 33602
                  Tel: (813) 402-2880
                  E-mail: lynn.sherman@arlaw.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/flmb12-16665.pdf

The petition was signed by Dale Del Bello, Jr., managing member.


ATP OIL: Committee Wants to Pursue Fraudulent Conveyance Claims
---------------------------------------------------------------
Hayley Kaplan at The Deal reports that ATP Oil & Gas Corp.'s
official committee of unsecured creditors is seeking standing in
the bankruptcy of the oil and gas property developer so that it
can prosecute certain fraudulent conveyance claims it believed
occurred before the company filed for Chapter 11.

According to the report, Judge Marvin Isgur of the U.S. Bankruptcy
Court for the Southern District of Texas in Houston will weigh the
panel's request on Nov. 15.  The creditors committee filed a
motion on Oct. 31, seeking leave, standing and authority to pursue
certain fraudulent claims on behalf of the ATP's estate.

The report relates the unsecured creditors alleged that over the
past four years, ATP and certain unnamed counterparties entered
into transactions where royalty, net profit and other similar
interests in certain offshore oil and gas leases that were owned
by the Debtor were cancelled.  The committee said the transfers of
certain valuable APT assets and royalty interests occurred during
a time when ATP was insolvent and didn't have much capital.  The
counterparties knew or should have known the transactions would
have increased ATP's insolvency, the committee alleged.  As a
result, the panel reasons, the transactions should be probed.

The report notes the committee believes Diamond Offshore Co.,
which is involved in an adversary proceeding with ATP, was one of
the counterparties involved in the transfers with Debtor.  Diamond
sued ATP on Oct. 2 in the Houston, alleging ATP has been hoarding
cash owed to the drilling contractor.

                          About ATP Oil

Houston, Tex.-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Opportune LLP is the financial advisor
and Jefferies & Company is the investment banker.  Kurtzman
Carson Consultants LLC is the claims and notice agent.  Filings
with the Bankruptcy Court and claims information are available at
http://www.kccllc.net/atpog

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.


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

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

"We affirmed our 'B' corporate credit rating on Aurora, although
we have lowered our near-term expectations for profit margins and
cash flow generation. We also revised the outlook to negative from
stable, reflecting the increased likelihood, in our view, that
Aurora's cost-reduction initiatives will not offset intensifying
market pressures," S&P said.

"The ratings on Aurora Diagnostics Holdings LLC, a provider of
anatomic pathology (AP) diagnostic services, reflect the company's
'vulnerable' business risk profile and 'highly leveraged'
financial risk profile (according to our criteria)," S&P said.

"We believe Aurora has curbed its appetite for acquisitions and is
now focusing on organic growth, efficiency improvements, and cost
cutting," said Standard & Poor's credit analyst Gail Hessol. "We
have lowered our near-term expectations for Aurora's profit
margins and cash flow generation," she continued.

"Management recently implemented staff reductions and is taking
other cost-cutting actions that we believe could save about $5
million per year, but this will be partly offset by IT investments
and higher costs to retain pathologists," S&P said.

"In our view, Aurora has 'adequate' liquidity, as defined in our
criteria. Its business has relatively low capital requirements,"
S&P said.

"Our rating outlook on Aurora is negative, reflecting our reduced
confidence in Aurora's fundamental earning power and ability to
generate cash flow. We believe Aurora may require some incremental
borrowing in 2012 and 2013 to meet its earn-out requirements, but
we expect the company to resume generating cash in 2014. We would
consider lowering the rating if the EBITDA margin continues to
fall and we believe Aurora is unlikely to generate cash in 2014.
We could also lower the rating if the loan covenant cushion
tightened below 10%, although we do not expect this to happen,"
S&P said.

"We would consider revising the outlook to stable if profit
margins stabilize or improve, we believe they can be sustained,
and Aurora is generating cash after earn-out payments," S&P said.


AUTOTRADER GROUP: Bitauto Investment No Impact on Moody's Ba3 CFR
-----------------------------------------------------------------
Moody's Investors Service said that AutoTrader Group, Inc.'s
(AutoTrader) Ba3 Corporate Family Rating and stable outlook remain
unchanged following its announced investment in Bitauto, an
internet content and marketing services provider for the Chinese
auto industry. AutoTrader acquired a 21.8% stake in the Chinese
company, and Moody's expects it to fund a portion of the
transaction by borrowing under its $400 million revolving credit
facility.

While the acquisition will increase debt-to-EBITDA leverage
moderately, on a pro-forma basis, Moody's believes that
AutoTrader's leverage will be sustained at or below the 4.0x level
consistent with Moody's expectation for its Ba3 rating. Moody's
believes the acquisition is opportunistic for AutoTrader and is a
strategic fit for the company. It complements AutoTrader's core
businesses and allows for future growth opportunities in one of
the fastest growing auto markets in the world.

AutoTrader's ratings were assigned by evaluating factors Moody's
believes are relevant to the credit profile of the issuer, such as
i) the business risk and competitive position of the company
versus others within its industry, ii) the capital structure and
financial risk of the company, iii) the projected performance of
the company over the near to intermediate term, and iv)
management's track record and tolerance for risk. These attributes
were compared against other issuers both within and outside of
AutoTrader 's core industry and AutoTrader 's ratings are believed
to be comparable to those of other issuers of similar credit risk.

AutoTrader Group, Inc., with its headquarters in Atlanta, GA, is
the Internet's leading automotive classifieds marketplace and
consumer information website. AutoTrader is controlled by Cox
Enterprises, Inc. (Baa2 senior unsecured).


BACK YARD: Plan Gives 100% of New Equity to DIP Lenders
-------------------------------------------------------
Jamie Mason at The Deal reports that Judge Peter J. Walsh of the
U.S. Bankruptcy Court for the District of Delaware in Wilmington
will consider approval of the disclosure statement explaining Back
Yard Burgers Inc.'s plan of reorganization on Dec. 5.

According to the report, under the plan, filed Oct. 31, Back Yard
Burgers would swap its $2.9 million DIP loan from its major equity
holders, Pharos Capital Partners II LP and Pharos Capital Partners
II-A LP, for 100% of the reorganized stock.  The equity holders
are affiliates of Dallas private equity firm Pharos Capital Group
LLC.

The report relates the chain received interim access to use
$700,000 of the DIP loan on Oct. 19.  The final DIP and cash
collateral hearing is scheduled for Nov. 8.

According to the report, holders of Back Yard Burgers' senior
secured prepetition debt would receive under the plan a
restructured senior secured note.  Back Yard Burgers owes more
than $8.87 million to an affiliate of alternative investment
management firm Harbert Management Corp.  The prepetition debt was
set to mature on Nov. 5, 2013, and was priced at 17% per annum.

According to The Deal, the restructured $6 million senior secured
note would be priced at 5% per annum from the plan's effective
date until Jan. 31, 2014.  After that, pricing would increase to
8.5% per annum.  The Deal says it was unclear from court filings
when the note would mature.

The report relates, under the plan, Back Yard Burgers would repay
its administrative and other priority claims in full in cash on
the plan's effective date, while priority tax claims would be
repaid in full over a period of five years.  Other priority claims
would be reinstated with the reorganized company or paid in full
in cash.  General unsecured creditors and prepetition equity
holders would be wiped out.

                      About Back Yard Burgers

Back Yard Burgers -- http://backyardburgers.com/-- operates and
franchises more than 150 quick-service restaurants in 20 states,
primarily in markets throughout the Southeast region of the United
States.  Back Yard Burgers Inc. and three of its affiliates sought
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-12882 to
12-12885) on Oct. 17, 2012, with a pre-negotiated restructuring
plan that has the support of both the Company's majority owner and
secured lender.  The debtor-affiliates are BYB Properties, Inc.,
Nashville BYB, LLC, and Little Rock Back Yard Burgers, Inc.
Attorneys at Greenberg Traurig serve as bankruptcy counsel.  Saul
Ewing LLP is the conflicts counsel.  GA Keen Realty Advisors is
the real estate advisor.  Rust Consulting/Omni Bankruptcy is
the claims and notice agent.  Back Yard Burgers estimated up to
$10 million in assets and at least $10 million in liabilities.


BALL GROUND: Nine Firms Submit Bids to Conduct Forensic Audit
-------------------------------------------------------------
Kristal Dixon at Woodstock-TowneLakePatch reports that nine firms
have submitted proposals to conduct forensic audit into the
financials of Ball Ground Recycling.

According to the report, both the Cherokee County Commission and
Resource Recovery Development Authority, made up of the five
commissioners, held a meeting last week for updates.

The report relates County Manager Jerry Cooper said the proposals
include "a broad range of pricing, experience and qualifications."
Mr. Cooper noted he and District Attorney Garry Moss, along with
some members of the grand jury, will review the proposals and
narrow the nine down to a short list.  The report relates Mr.
Cooper hopes he will be ready to make a proposal to the county
commission during its Nov. 20 meeting.

According to the report, County Commission Chairman Buzz Ahrens
said he's been reviewing the proposals and noted that none were
from Cherokee County.  The county last month took the first step
with requesting proposals and stated they wouldn't accept
proposals from firms in Cherokee County or any firms that had any
dealings with Ball Ground Recycling owner Jimmy Bobo or any of his
other companies.

                         About Ball Ground

Based in Canton, Georgia, Ball Ground Recycling, LLC, a wood
recycling company, filed for Chapter 11 protection (Bankr. N.D.
Ga. Case No. 12-63101) on May 25, 2012.  Judge Margaret Murphy
presides over the case.  Ragsdale, Beals, Seigler, Patterson &
Gray LLP serves as the Debtor's counsel.  The Debtor scheduled $0
in assets, and $2,422,921 in liabilities.


BAYSHORE REDMONT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bayshore Redmont, Inc.
        dba The Redmont Hotel
        2101 Fifth Avenue North
        Birmingham, AL 35203

Bankruptcy Case No.: 12-05168

Chapter 11 Petition Date: October 31, 2012

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Birmingham)

Judge: Thomas B. Bennett

Debtor's Counsel: Steven D. Altmann, Esq.
                  NAJJAR DENABURG, P.C.
                  2125 Morris Avenue
                  Birmingham, AL 35203
                  Tel: (205) 250-8466
                  E-mail: saltmann@najjar.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/alnb12-05168.pdf

The petition was signed by James W. Lewis, Jr., president.


BERNARD L. MADOFF: Trustee Details Status of Estate on Sept. 30
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities Inc. was holding $5.39 billion in cash and securities
on Sept. 30, after having made $3.7 billion in distributions to
customers.

According to the report, Trustee Irving Picard so far has fully
paid more than 1,000 customer accounts, representing half of all
claims, according to a report filed on Nov. 5 with the U.S.
Bankruptcy Court in Manhattan.  Mr. Picard can't distribute the
remainder of his holdings on account of appeals and unresolved
lawsuits.

The report relates that the trustee so far has recovered
$9.2 billion, including $115 million recovered between April 1 and
Sept. 30, the period covered in his 80-page report.  The Madoff
liquidation so far cost the Securities Investor Protection Corp.
$1.43 billion, including $795 million advanced for payment of
customer claims of as much as $500,000 each.  The remaining $637
million went for administrative and professional costs, so
customers don't end up bearing the expenses of the liquidation. If
customers eventually are fully paid, SIPC may recover some of its
advances and expenses.

The report relates that Mr. Picard has received $1.7 billion in
non-customer claims.  He has no non-customer property that could
be used for payment of the claims.  Again, if customer claims are
fully satisfied, there is a theoretical chance of some
distribution toward non-customer claims.

For payment toward customer claims, the trustee has recovered
$9.2 billion, or about half of customer claims.  The $9.2 billion
doesn't include $2 billion forfeited to the U.S. government that
ultimately will be distributed to customers.

In other Madoff news, Bloomberg reports, Walter Noel and other
individuals associated with Fairfield Greenwich Group agreed to
fund $80.3 million to settle claims of investors in their feeder
funds.  Last year, Mr. Picard made his settlement with the
Fairfield funds themselves.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.)

The SIPA Trustee has said that as of March 31, 2012, through
prepetition litigation and other settlements, he has successfully
recovered, or reached agreements to recover, more than $9 billion
-- over 50% of the principal lost in the Ponzi scheme by those who
filed claims -- for the benefit of all customers of BLMIS.
The liquidation has so far has cost the Securities Investor
Protection Corp. $1.3 billion, including $791 million to pay a
portion of customers' claims.

Mr. Picard has so far made only one distribution in October of
$325 million for 1,232 customer accounts.  Uncertainty created by
the appeals has limited Mr. Picard's ability to distribute
recovered funds.  Outstanding appeals include the $5 billion
Picower settlement and the $1.025 billion settlement.


BIG ISLAND CARBON: Hawaiian Charcoal Maker Files Chapter 11
-----------------------------------------------------------
Big Island Carbon LLC, the developer of a process to make
activated charcoal from macadamia nut shells, filed a petition for
Chapter 7 liquidation (Bankr. D. Del. Case No. 12-13023) on
Nov. 5.

Based in Kailua-Kona, Hawaii, the company didn't file at home.
Instead, Big Island filed the liquidating bankruptcy in
Delaware.

The company disclosed assets of $23.5 million and liabilities
totaling $16.8 million, mostly secured.

The company is controlled by a fund affiliated with Denham Capital
Management LP of Short Hills, New Jersey, according to a court
filing and data compiled by Bloomberg. A Denham affiliate
is also a secured creditor owed $11.4 million.


BLACK PRESS: S&P Cuts CCR to ' B-' on Weak Operating Performance
----------------------------------------------------------------
As Standard & Poor's Ratings Services previously announced, S&P
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," said Standard & Poor's credit analyst Lori
Harris.

"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 in 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.

"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.

"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 in the near term. 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.


BOMBADIER RECREATIONAL: S&P Affirms 'B+' CCR on Debt Refinancing
----------------------------------------------------------------
As Standard & Poor's Ratings Services previously announced, it
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.

"The ratings on BRP reflect Standard & Poor's view of the
company's weak business risk profile and aggressive financial risk
profile. 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," said Standard & Poor's
credit analyst Lori Harris. "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,," Ms. Harris added.

"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.

"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.


CAGLE'S INC: Court Confirms Amended Plan of Liquidation
-------------------------------------------------------
The Bankruptcy Court entered an order confirming the Amended and
Restated Plan of Liquidation of CGLA Liquidation, Inc. (formerly
known as Cagle's, Inc.) and its wholly-owned subsidiary CF
Liquidation, Inc. (formerly known as Cagle's Farms, Inc.) on
Oct. 19, 2012.  In accordance with the terms of the Confirmation
Order, the Record Date is Nov. 6, 2012.  Therefore, any transfer
of Claims or Interests made after the Record Date of Nov. 6, 2012,
will not be recognized by the Liquidating Agent for purposes of
making distributions under the Plan.

On May 8, 2012, the Company filed a Form 15 terminating its
registration under Section 12(g) of the Securities Exchange Act of
1934.  Although the Company's reporting obligations have been
terminated, the Company is voluntarily filing this Form 8-K in
accordance with Section 8.5 of the Plan.

On Sept. 6, 2012, the Debtors filed an Amended and Restated Plan
of Liquidation with the Bankruptcy Court.  The Plan provides for
the liquidation of the Debtors, and specifies the classification
and treatment of "Claims" and "Interests" under the Plan.  The
Plan provides for a liquidating agent to direct and oversee the
Debtors' business activities, conduct the final liquidation and
distribution of the estates and conduct the wind-up of the
Debtors' affairs, in accordance with the Plan.  A copy of the
Amended Plan is available for free at http://is.gd/WGxtbl

"Claim" means a claim against one of the Debtors (or both of
them), whether or not asserted, as defined in section 101(5) of
the Bankruptcy Code.

"Interests" mean the equity interests in the Debtors, including
the Existing Securities and the common stock of Cagle's and
Cagle's Farms, and any options, warrants, puts, calls,
subscriptions or other similar rights or other agreements,
commitments, or outstanding securities obligating either of the
Debtors to issue, transfer, purchase, redeem, or sell any shares
of capital stock or other equity securities, any claims arising
out of any appraisal or dissenter's rights, any claims arising
from rescission of a purchase, sale or other acquisition of any
common stock or other equity security (or any right, claim, or
interest in and to any common stock or equity security) of either
of the Debtors, and any claims for damages or any other relief
arising from any such purchase, sale, or other acquisition of such
common stock or other equity security.

"Record Date" means the date established in the Confirmation Order
for determining the identity of Holders of Claims and Interests
entitled to Distributions under the Plan.

On Sept. 25, 2012, Cagle's, Inc. filed an amendment to its
articles of incorporation changing its name to CGLA Liquidation,
Inc., and Cagle's Farms, Inc., filed an amendment to its articles
of incorporation changing its name to CF Liquidation, Inc.

                           About Cagle's

Cagle's Farms (NYSE: CGL.A) -- http://www.cagles.net/-- engages
in the production, marketing, and distribution of fresh and frozen
poultry products in the United States.

Cagle's Inc. and its wholly owned subsidiary Cagle's Farms filed
on Oct. 19, 2011, voluntary petitions for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 11-80202 and
11-80203).  Paul K. Ferdinands, Esq., at King & Spalding, in
Atlanta, Georgia, serves as counsel.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  Kurtzman Carson LLC serves as
their claims, noticing, and balloting agent.

In its schedules, Cagle's Inc. disclosed $82.0 million in assets
and $55.3 million in liabilities as of the Petition Date.

The Official Committee of Unsecured Creditors is represented by
McKenna Long & Aldridge LLP and Lowenstein Sandler as counsel.
J.H. Cohn LLP serves as its financial advisors.

The bankruptcy court approved the sale of the business for not
less than $69.5 million to an affiliate of Koch Foods Inc., a
chicken processor based in Park Ridge, Illinois.


CEDAR FAIR: 56% Distribution Increase No Impact on 'Ba3' CFR
------------------------------------------------------------
Moody's Investors Service said Cedar Fair, L.P.'s (Cedar Fair)
announced increase in its annual distribution to $2.50 from $1.60
per unit in conjunction with its third quarter earnings release
does not affect the company's ratings, including its Ba3 Corporate
Family Rating (CFR), or stable rating outlook, but the use of cash
is aggressive and credit negative for a company that is dependent
on cyclical discretionary consumer spending.

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

Cedar Fair, headquartered in Sandusky, Ohio, is a publicly traded
Delaware master limited partnership (MLP) formed in 1987 that owns
and operates 11 amusement parks, seven water parks (six outdoor
and one indoor) and hotels in North America. Properties are
located in the U.S. and Canada and include Cedar Point (OH), Kings
Island (OH), Knott's Berry Farm (CA), and Canada's Wonderland
(Toronto). In June 2006, Cedar Fair, L.P. completed the
acquisition of Paramount Parks, Inc. (Paramount Parks) from a
subsidiary of CBS Corporation for a purchase price of $1.24
billion. Cedar Fair's revenue for the 12 months ended September
2012 was approximately $1.1 billion.


CHINA TEL GROUP: Unregistered Securities Sales Exceed Threshold
---------------------------------------------------------------
Since its most recent report filed on any of Forms 8-K, 10-K or
10-Q, VelaTel Global Communications, Inc., formerly known as China
Tel Group Inc. has made sales of unregistered securities, namely
shares of the Company's Series A common stock and warrants
granting the holder a right to acquire Shares.  The aggregate
number of Shares sold exceeds 5% of the total number of Shares
issued and outstanding as of the Company's latest filed Report, on
Form 10-K filed on Sept. 20, 2012.

On Sept. 20, 2012, the Company had issued 2,097,848 Shares and
2,097,848 Warrants to each of James Shaw, Steven O. Smith and Ann
Stowell in partial payment of a line of credit promissory note in
favor of Weal Group, Inc., and partially assigned to James Shaw,
Steven O. Smith and Ann Stowell.  The prior Form 8-K erroneously
stated that this sale of Shares resulted in principal reduction of
$144,731 in notes payable of the Company, and payment of accrued
interest of $13,236.  Instead, the reported sale of Shares
resulted in principal reduction of $150,000 in notes payable of
the Company, and payment of accrued interest of $7,967.

On Sept. 27, 2012, the Company issued 1,062,802 Shares and
1,062,802 Warrants to Isaac Organization, Inc., in partial payment
of a promissory note in the amount of $500,000 due June 30, 2012.
Each Warrant grants the holder the right to buy one Share, has an
exercise price of $0.0207, and has an exercise term of three
years.  This sale of Shares resulted in a principal reduction of
$22,000 in notes payable of the Company, and payment of $0 of
accrued interest.  Also on Sept. 27, 2012, the Company and Isaac
entered into an amendment of the same promissory note whereby the
allocation of a previous partial payment between principal and
interest was revised, such that the issuance on Sept. 13, 2012, of
1,153,961 Shares and 1,153,961 Warrants previously reported on
Form 8-K filed Sept. 14, 2012, resulted in a principal reduction
of $31,849 in notes payable of the Company and payment of $0 of
accrued interest, instead of $5,000 principal reduction and
$26,849 of accrued interest previously reported.  There was no
change in the total value of the Shares or Warrants previously
issued as a result of this amendment of the promissory note.

On Oct. 4, 2012, the Company issued 714,286 Shares to Frost &
Sullivan in full payment for professional services rendered to the
Company pursuant to an independent contractor agreement for
investor relations and public relations services between the
Company and Frost & Sullivan.  This sale of Shares resulted in a
reduction of $15,000 in accounts payable of the Company.

On Oct. 22, 2012, the Company issued 5,331,505 Shares and
5,331,505 Warrants to Weal Group, Inc., in partial payment of a
line of credit promissory note of up to $1,052,631 in favor of
Weal Group, Inc.  Each Warrant grants the holder the right to buy
one Share, has an exercise price of $0.01708, and has an exercise
term of three years.  This sale of Shares resulted in a principal
reduction of $91,062 in notes payable of the Company, and payment
of $0 of accrued interest.

On Oct. 22, 2012, the Company issued 2,883,669 Shares and
2,883,669 Warrants to David S. McEwen in partial payment of a line
of credit promissory note of up to $1,052,631 in favor of David S.
McEwen.  Each Warrant grants the holder the right to buy one
Share, has an exercise price of $0.01708, and has an exercise term
of three years.  This sale of Shares resulted in a principal
reduction of $49,253 in notes payable of the Company, and payment
of $0 of accrued interest.

On Oct. 9, 2012, the Company issued 4,800,000 Shares to Ironridge
Global IV, Ltd.  The Third Issuance was pursuant to an Order for
Approval of Stipulation for Settlement of Claims between the
Company and Ironridge, in settlement of $1,367,693 of accounts
payable of the Company which Ironridge had purchased from certain
creditors of the Company, in an amount equal to the Assigned
Accounts, plus fees and costs.

Ironridge demonstrated to the Company's satisfaction that it was
entitled to an Additional Issuance, and that following the Third
Issuance Ironridge will own less than 9.99% of the total shares
then outstanding.

As of Oct. 22, 2012, and immediately following the issuances
described above, the Company has 58,247,115 shares of its Series A
common stock outstanding, with a par value of $0.001, and
10,000,000 shares of its Series B common stock outstanding, with a
par value of $0.001.

                           About China Tel

Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services.  Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services.  ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.

After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.

The Company reported a net loss of $21.79 million in 2011,
compared with a net loss of $66.62 million in 2010.

The Company's balance sheet at June 30, 2012, showed $15.91
million in total assets, $20.01 million in total liabilities and a
$4.09 million total stockholders' deficiency.


CLEAR CHANNEL: Fitch Rates $2.72-Bil. Senior Unsecured Notes 'BB-'
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR2' rating to Clear Channel
Worldwide Holdings, Inc.'s (CCWW) proposed $2.725 billion senior
unsecured 10-year notes maturing 2022.  In addition, Fitch has
downgraded CCWW's subordinated notes by one notch to 'B/RR4' from
'B+/RR3', based on the higher amount of unsecured debt above these
notes from the company's announced unsecured notes issuance and
tender.  Fitch has affirmed CCWW's 'B' Issuer Default Rating
(IDR), and the 'CCC' IDR and security ratings of CCWW's parent
Clear Channel Communications, Inc. (Clear Channel).

CCWW will issue two tranches of notes in a single transaction
under separate indentures: $735.75 million Series A and $1.989
billion Series B.  The Series B notes are subject to certain more
restrictive covenants (limitations on asset sales, limitation on
restricted payments, limitations on restricted subsidiaries) to
which CCWW will be bound as long as the Series B notes are
outstanding.  The Series B notes cannot be redeemed without a
concurrent Series A redemption. CCWW will use the proceeds to
tender for the existing $2.5 billion of 2017 unsecured notes.
Fitch estimates the tender will cost the company approximately
$2.7 billion, including the early-tender premium.

The notes will be guaranteed by the same entities that guarantee
the existing unsecured and subordinated notes -Clear Channel
Outdoor Holdings, Inc. (CCOH), Clear Channel Outdoor, Inc. (CCO),
and certain of CCOH domestic subsidiaries that house the majority
of the company's domestic outdoor operations. The international
operations are not part of the guarantee. The notes will be
callable beginning 2017.

Upon the occurrence of a change of control, CCWW will be required
to make an offer to repurchase the bonds at 101%.  A change of
control occurs in the event of i) CCWW is no longer a wholly-owned
subsidiary of CCOH; ii) CCOH becomes a wholly owned subsidiary of
Clear Channel; iii) a sale of all or substantially all of CCOH
assets to persons other than a Permitted Holder (private equity
owners, management, Clear Channel); iv) the acquisition of a
majority of the voting stock of CCOH by persons other than
Permitted Holders; iv) certain changes to the Board of Directors.

Although the issuance has not yet priced, Fitch expects the
interest rate on the notes will be materially below the 9.25% on
the existing unsecured notes, which was CCOH's first issuance in
December 2009 in tighter market conditions.  Fitch estimates the
transaction could reduce interest expense by around $50 million.

The transaction will moderately increase leverage at CCOH. Total
and senior leverage as defined by CCWW's bond indentures were 6.1x
and 3.3x, respectively, at Sept. 30; Fitch estimates this
transaction will cause these metrics to increase approximately
0.2x.

In line with Fitch's expectations, the issuance and tender will
increase CCOH's flexibility to issue debt-funded dividends.  The
new notes subject CCWW to a 7.0x total leverage test and 5.0x
senior leverage test for incremental debt and debt-funded
dividends.  The unsecured notes that are being tendered allow 6.5x
total and 3.25x senior leverage for incremental debt and 6.0x
total and 3.0x senior leverage for debt-funded dividends.  As a
result, Fitch estimates that the transaction will provide
approximately $500 million of additional debt-funded dividend
capacity.  Importantly, the company does not immediately have this
flexibility.  While Clear Channel recently amended its cash flow
credit facilities to allow 7.0x leverage at CCWW (from 6.5x), the
outstanding asset-based lending (ABL) facility contains the 6.5x
covenant.  As a result, this facility will need to be amended or
refinanced before CCOH can take leverage up to 7.0x.  Fitch
expects this to occur within the next 12 months.  The ratings on
CCWW incorporated Fitch's expectations that leverage would migrate
towards 7x, as Clear Channel sought to extract cash from this
entity via debt-funded dividends.

CCOH's Recovery Ratings reflect Fitch's expectation that
enterprise value would be maximized as a going concern.  Fitch
stresses outdoor EBITDA by 15%, which Fitch views as a sustainable
post bankruptcy EBITDA, and applies a 7x valuation multiple.
Fitch estimates the enterprise value would be $3.7 billion.  This
indicates 100% recovery for the unsecured notes.  However, Fitch
notches the debt up only two notches from the IDR given the
unsecured nature of the debt.  In Fitch's analysis, the
subordinated notes recover 42%, indicating 'RR4'.  Prior to the
announced transactions, Fitch estimated recovery in the 51%-70%
range, indicating 'RR3'.  Significant additional debt above these
notes could result in further downgrades.

The transaction has no impact on Clear Channel's ratings or
recovery analysis.  Nonetheless, the transaction is a moderate
positive for Clear Channel's ability to address its maturities, as
it increases the amount of debt-funded dividends that CCOH will be
able to issue to its parents over the medium term.  In addition to
the aforementioned $500 million of incremental capacity, CCOH can
make a one-time $500 million cash dividend to its shareholders.

Fitch affirms Clear Channel and its subsidiaries as follows:

Clear Channel

  -- Long-term IDR at 'CCC';
  -- Senior secured term loans and senior secured revolving credit
     facility (RCF) at 'CCC/RR4';
  -- Senior secured priority guarantee notes at 'CCC/RR4';
  -- Senior unsecured LBO notes at 'CC/RR6';
  -- Senior unsecured legacy notes at 'C/RR6'.

CCWW

  -- Long-Term IDR at 'B';
  -- Senior unsecured notes at 'BB-/RR2'.

Fitch has downgraded the following rating:

  -- CCWW Senior subordinated notes to 'B/RR4' from 'B+/RR3'.


COMSTOCK MINING: Amends Employment Agreement with CEO and Pres.
---------------------------------------------------------------
Comstock Mining Inc. and its Chief Executive Officer and
President, Corrado DeGasperis, entered into an amendment to the
employment agreement of Mr. DeGasperis, originally dated as of
April 21, 2010.

The Amendment extended the vesting schedule for equity awards
contemplated by the Employment Agreement, so that initial vesting
for those awards will not occur prior to Jan. 1, 2014, except
under limited circumstances such as a termination without cause,
upon death or disability, or in connection with a change of
control of the Company.

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

The Company reported a net loss of $11.61 million in 2011,
compared with a net loss of $60.32 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$35.40 million in total assets, $16.47 million in total
liabilities and $18.92 million in total stockholders' equity.


CONFIE SEGUROS: S&P Assigns 'B-' Counterparty Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' long-term
counterparty credit rating to Confie Seguros Holding II Co. "We
also rated the company's proposed $252 million senior secured
first-lien term loan B facility maturing six years from the
facility closing date, and its committed $75 million senior
secured first-lien revolving credit facility expected to mature
five years from the close of the facility 'B-'. In addition, we
rated the company's $110 million senior secured second-lien term
loan facility maturing in six and one-half years from the facility
close 'CCC'," S&P said.

"We have assigned a recovery rating of '3', representing
meaningful (50%-70%) recovery expectations to the pending first-
lien secured credit facilities. A recovery rating of '3' does not
provide any support notching to the underlying issue rating. We
also assigned a recovery rating of '6' to the second-lien secured
term loan facility, which provides potential debt holders a
negligible (0%-10%) expectation of recovery in a default
scenario," S&P said.

"The corporate credit rating on Confie Seguros reflects its high
leverage and weak financial flexibility in respect to its fixed-
charge coverage requirements," said Standard & Poor's credit
analyst Marc Cohen. "The company's operating performance--
specifically, its sustained profitability--same-store/organic
policy growth rates, revenue composition, and historically robust
cash-flow generation capabilities from EBITDA partially offset the
weaknesses. Although the company has diversified its commission-
based revenues in recent years, we view the high revenue
concentration by a limited number of insurance carriers as a
weakness, despite Confie Seguros's ability to retain advanced
commissions on more than 90% of policies written, and its current
relationship with 50 carriers that maintain nonstandard auto
insurance risk portfolios."

"The rating also considers the success Confie Seguros has
demonstrated in acquiring targeted competitor agencies and growing
its enterprise by attaining scale and operating efficiencies. We
believe historical EBITDA generation and prospective earnings from
recent acquisition initiatives will allow the company to delever
effectively its debt obligations from its internal free cash-flow
generation (excluding future acquisitions)," S&P said.

"We believe that Confie Seguros maintains a compelling competitive
peer advantage. Although the company has an undiversified
insurance offering -- limiting itself to nonstandard personal auto
policies -- we view the niche expertise that the company has
created in regards to the dynamics of its unique customer base as
a clear positive for Confie Seguros. Its dominance in the personal
lines subsector (fifth-largest independent personal lines agency)
and its leading position in the number of store fronts (the
primary distribution channel for nonstandard auto offerings) are
also competitive advantages. Finally, we view the company's
ability to extract higher commissions than competitors as a
compelling strength to its business profile," S&P said.

"The stable outlook reflects our view that Confie Seguros will
continue its growth strategy and opportunistically implant store
locations (via acquisitions or self-build agency stores) in
strategic locations. We view the continued expansion in Texas and
other underserved geographic locations in the U.S. as a
significant competitive advantage for the company," S&P said.

"We could lower the ratings during the next 12 months if the
company does not meet our expectations, is not disciplined or
successful in its acquisition strategy, or incurs additional debt
that is not supported by prospective operating earnings.
Conversely, if the company's operating performance significantly
exceeds our expectations, resulting in lower leverage and higher
financial flexibility, we would consider raising the rating within
the next 12-24 months. This would be demonstrated by total
adjusted leverage (including the perpetual preferred units) of
6.0x or less and adjusted EBITDA fixed-charge coverage of 2.0x or
above," S&P said.


CONKLING MARINA: Bankruptcy Filing Averted Foreclosure
------------------------------------------------------
NWCN.com reported that the owners of Conkling Marina and Resort on
Lake Coeur d'Alene near Worley, Idaho, filed for Chapter 11
bankruptcy early in October ahead of a scheduled auction of the
resort.

Conkling Marina & Resort -- http://www.conklingresort.com/-- is a
211 boat slip moorage in Worley, Idaho.  The report noted the
marina was scheduled to be auctioned off on Oct. 12, 2012.

According to the report, boaters who moor their boats there have
wondered if they should pay hundreds of dollars to claim a spot
for the 2013 summer.  Oct. 15 was the deadline for people to put a
$400 deposit down on a boat slip for next summer.  However,
there's no guarantee the current owners will still own the
property next year.  There's the potential boaters would have to
pay a new owner on top of what they've already shelled out.


CONTINENTAL RESOURCES: S&P Alters Outlook on 'BB+' CCR to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Oklahoma
City-based Continental Resources Inc. (Continental) to positive
from stable. "At the same time, we affirmed our 'BB+' corporate
credit rating on the company," S&P said.

"The senior unsecured rating remains 'BB+'. The recovery rating
remains '3', indicating our expectation of meaningful (50% to 70%)
recovery in the event of a payment default," S&P said.

"The positive outlook on Continental reflects that we could raise
the corporate credit rating if the company continues to increase
production and reserves while maintaining a conservative capital
structure and moves closer toward spending within its cash flows,"
S&P said.

"The ratings reflect our assessment of the company's 'fair'
business risk and 'significant' financial risk. The ratings on
Continental incorporate its strong reserve replacement
performance, solid production growth, and the expectation that
Continental will continue to grow its reserve base, which
totaled 610 million barrels of oil equivalent as of mid-year 2012.
In addition, given the current price of hydrocarbons, it is highly
favorable that the company's reserves are focused on oil and its
gas assets are generally liquids rich. The ratings on the company
also reflect its participation in the competitive and highly
cyclical oil and gas industry, its aggressive capital spending
program, and its geographically concentrated reserve base," S&P
said.

"We view Continental's financial risk as significant. To forecast
credit protection measures, Standard & Poor's uses a price
assumption for West Texas Intermediate oil (WTI) of $85 per barrel
(bbl) for the remainder of 2012, $80/bbl in 2013, and $75/bbl
thereafter. Our assumption for Henry Hub natural gas is $2.50 per
thousand cubic feet (Mcf) for the remainder of 2012, $3.00/Mcf in
2013, and $3.50/Mcf thereafter. We have also assumed a $10/bbl
negative differential for WTI to reflect our expectations of
realizations in the Bakken and a $1.25/Mcf premium for Henry Hub
natural gas to reflect the realizations that the company receives
on its liquids rich gas. We expect annual production to increase
by 33% in 2013 to 48 million barrels of oil equivalent (boe) and
25% in 2014 to 60 million boe. We expect total production to
consist of approximately 70% oil in 2013 and 2014. Considering
Continental's hedges, we forecast EBITDA to be $2.5 billion and
$2.7 billion in 2013 and 2014, respectively," S&P said.

"As of June 30, 2012, Continental had approximately $2.3 billion
of total debt, resulting in a healthy debt to EBITDA of 1.5x and
funds from operations (FFO) to debt of 61%. Capital spending
should approximate $3.4 billion and $3.5 billion for 2013 and
2014, respectively. We believe the company could outspend
internally generated cash flow by approximately $1.1 billion and
$900 million in 2013 and 2014. We estimate the company will
maintain a conservative leverage of approximately 1.5x over the
next two years, which is strong for the current rating category,"
S&P said.

"We consider Continental's business risk to be fair. As of June
30, 2012, the company had reserves of approximately 610 million
boe of which approximately 40% is proved developed and 65% is oil,
with a very long reserve life--approaching 20 years--based on mid-
year 2012 reserves and second-quarter 2012 production. On a proved
developed reserve basis, Continental's reserve life is
approximately seven years. Reserves are geographically
concentrated, with more than 58% of proved reserves in the low
risk Bakken field at year-end 2011. With almost one million net
acres, Continental has the leading leasehold position in the
Bakken. A key area of growth for the company is the liquids-rich
Anadarko Woodford--specifically the SCOOP (South Central Oklahoma
Oil Province), which is a Southward extension of the Anadarko
Woodford," S&P said.

"Reserve replacement has been favorable for Continental, with a
very strong 2009 to 2011 three-year average from all sources of
771%. The vast majority of reserve replacement growth has been
organic. We expect the company to continue focusing on growing
organically in the Bakken and the SCOOP play in the Anadarko
Woodford," S&P said.


CONVERGYS CORP: Fitch Holds 'BB+' Rating on Junior Sub. Debentures
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Convergys Corporation as
follows:

  -- Long-term Issuer Default Rating (IDR) at 'BBB-';
  -- Revolving credit facility (RCF) at 'BBB-';
  -- Junior subordinated convertible debentures at 'BB+';
  -- Short-term IDR at 'F3';
  -- Commercial paper (CP) at 'F3'.

The Rating Outlook is Stable.

Approximately $425 million of debt is affected by Fitch's action,
including Convergys' undrawn $300 million credit facility.

Convergys' ratings and Stable Outlook reflect:

  -- Strong liquidity and financial flexibility provided by a net
     cash position ($602 million), undrawn revolving credit ($300
     million), an accounts receivable (A/R) securitization
     facility ($150 million), consistent free cash flow (FCF) and
     no significant debt maturities until 2029 ($125 million).

  -- Improved financial performance of Customer Management (CM).

  -- Significant recurring revenue base (90% - 92% of total
     revenue) from long-term CM contracts (2-3 years) partially
     offset by fluctuations in call volumes with existing clients.

  -- Long-term customer relationships and high switching costs for
     existing CM clients to in-source the process.

  -- Solid credit metrics with total leverage (total
     debt/operating EBITDA), pro forma for the divestiture of the
     Information Management (IM) business, below 1 times (x) and
     interest coverage (operating EBITDA/interest expense)
     exceeding 16x in the latest 12 months (LTM) ended Sept. 30,
     2012.

Fitch believes leverage will remain below 1x through at least 2014
based on the company's strong liquidity position and consistent
FCF, which should provide adequate internal funding for
acquisitions and/or share repurchases.

Credit concerns center on:

  -- The lack of revenue diversification as Convergys' customer
     base is highly concentrated by customer and industry.  The
     three largest clients, AT&T (23.6%), DirecTV (12.4%) and
     Comcast (12.4%), accounted for 48.4% of total revenue in the
     nine months ended Sept. 30, 2012 compared with 41.7% and
     46.8% in the corresponding year-ago period with and without
     the IM business, respectively.  As a result, the
     communications industry accounted for nearly 61% of total
     revenue in this period. Fitch believes client concentration
     is partially offset by multiple programs within each
     customer.

  -- The limited revenue growth outside of Convergys' top three
     clients. Fitch estimates revenue associated with the top
     three clients increased 7.8% in the nine months ended Sept.
     30, 2012 but only 1.5% outside of the top three clients.

  -- The substantial and increasing currency market risk exposure
     as a greater portion of CM services delivery costs are
     incurred offshore, primarily in the Philippines and India,
     for contracts denominated in U.S. dollars.  This risk is
     mitigated by currency hedges, primarily through the use of
     forward contracts.

  -- The sustainability of call volumes given the uncertain
     macroeconomic environment.

Fitch believes the sale of IM is credit neutral as the loss of
diversification and increased client concentration is offset by:

  -- The greater management focus on the larger and less volatile
     CM business;

  -- A stronger liquidity position as remuneration received from
     the sale of the IM business exceeded expectations;

  -- The sale had minimal effect on credit protection measures
     since a portion of the proceeds was utilized to reduce debt.

In the second quarter of 2012, Convergys exercised a $55 million
purchase option for a previously leased (capital lease) office
complex in Orlando, Florida.

  -- IM lacked the necessary scale to effectively compete against
     larger competitors, such as Amdocs and its financial
     performance was increasingly volatile due to the loss of
     recurring revenue from data processing contracts with AT&T
     and Sprint;

Convergys' strong financial flexibility is supported by $729
million of cash as of Sept. 30, 2012 (approximately 75% located in
U.S.), an undrawn $300 million RCF and $150 million A/R
securitization facility expiring in March 2015 and June 2014,
respectively.  The company also generates consistent FCF supported
by CM's significant recurring revenue base.

Financial covenants in the credit agreement include a minimum
interest coverage ratio of 4x on a trailing 12 months basis and
maximum leverage of 3x until Dec. 31, 2012 and 2.75x thereafter.
The company has ample cushion with respect to the both financial
covenants given total pro forma leverage of 0.5x and interest
coverage of 16x based on Fitch's estimates.

On May 16, 2012, Convergys closed the sale of its IM business to
NEC Corporation for approximately $461 million in cash, equating
to an EBITDA multiple of approximately 8x.  IM provided convergent
billing and business support system (BSS) solutions and services
to the telecom and cable industries.

IM accounted for $329 million, or nearly 15%, of Convergys' total
revenue and $57 million, or 22%, of total EBITDA in 2011.  Profits
from the IM business deteriorated significantly in the past five
years primarily due to loss of the two aforementioned data
processing contracts.  The loss of recurring revenue from these
contracts also increased the volatility of the IM business, with
financial results largely dependent on new sales of perpetual
contract licenses and associated services.

As of Sept. 30, 2012, total debt was $127.5 million, primarily
consisting of:

  -- $125 million of 5.75% junior subordinated convertible
     debentures due 2029; and
  -- $2.2 million of capital lease obligations.

What Could Trigger A Rating Action

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

  -- The loss of any key customer(s), including AT&T, DirecTV and/
     or Comcast Corporation; and
  -- Significant debt-financed acquisitions and/or share
     repurchases.

Positive: Upside movement in the ratings is unlikely in the
absence of further customer and industry diversification.


DAIS ANALYTIC: Inks License & Supply Agreement With MG Energy
-------------------------------------------------------------
Dais Analytic Corporation and MG Energy LLC entered into a License
and Supply Agreement, effective Oct. 26, 2012, pursuant to which
the Company licensed certain intellectual property and
improvements thereto to MG Energy, for use in the manufacture and
sale of energy recovery ventilators and certain other HVAC systems
for installation in commercial, residential or industrial
buildings in North America and South America.  MG Energy also
agreed to purchase its requirements of the Company's moisture
transfer material from the Company for MG Energy's use, pursuant
to the terms and conditions of the Agreement.

Energy recovery ventilators are mechanical equipment, of which an
energy recovery ventilator air to air exchanger core is a
component, that assists in the recovery of energy from the exhaust
air expelled by an HVAC system for the purpose of pre-conditioning
the incoming outdoor air's components prior to supplying the
conditioned air to a residential or commercial building, either
directly or as part of an air-conditioning system.

Under the Agreement, MG Energy has agreed to retire the
US$2,000,000 Secured Promissory Note, dated July 13, 2012,
including all interest accrued thereon, issued by the Company to
Michael Gostomski, who assigned the Secured Promissory Note.  This
retirement is nonrefundable and noncreditable.  MG Energy has also
agreed to pay a royalty on the net sales price on products sold
using the Company's intellectual property.

A copy of the License Agreement is available for free at:

                        http://is.gd/fIsC5z

                        About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Cross, Fernandez & Riley LLP, in
Orlando, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses since
inception and has a working capital deficit and stockholders'
deficit of $3.22 million and $4.90 million at Dec. 31, 2011.

The Company reported a net loss of $2.33 million in 2011,
compared with a net loss of $1.43 million in 2010.

The Company's balance sheet at June 30, 2012, showed $1.16 million
in total assets, $5.81 million in total liabilities and a $4.64
million total stockholders' deficit.


DALLAS ROADSTER: Can Employ Terrence Leung as Accountant
--------------------------------------------------------
The Bankruptcy Court has authorized IEDA Enterprise, Inc., and
Dallas Roadster, Limited, to employ Terrence K. Leung as
accountant, nunc pro tunc to the Petition Date.

Mr. Leung has been the Debtors' certified professional accountant
(CPA) since 1998, over which time Mr. Leung has provided general
accounting services, including bookkeeping and tax return and
financial statement preparation.  The Debtor has selected Mr.
Leung to continue to provide the Debtor with accounting services
because of Mr. Leung's familiarity with Debtor and his
demonstrated ability to perform such services.

The terms of Mr. Leung's employment are that Mr. Leung will serve
as the Debtors' accountant at the hourly rate of $200.

Mr. Leung has provided consultation to the Debtors post-petition
and has assisted in the preparation of monthly operating reports
and monthly budgets.  However, the Debtors' previous counsel,
Robert DeMarco, apparently overlooked the necessity of seeking
approval of Mr. Leung's employment within 30 days after he began
providing services to the Estate.

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

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster estimated $10
million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DALLAS ROADSTER: Files Amended Schedules of Assets & Liabilities
----------------------------------------------------------------
Dallas Roadster Ltd. filed with the Bankruptcy Court for the
Eastern District of Texas amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,197,550
  B. Personal Property             6,209,919
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,600,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $954,517
                                 -----------      -----------
        TOTAL                     $9,407,469       $4,554,517

            About Dallas Roadster and IEDA Enterprises

Dallas Roadster Ltd. owns and operates an auto dealership with
locations in both Richardson and Plano, Texas.  IEDA Enterprises,
Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster estimated $10
million to $50 million in assets.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DEAN FOODS: Fitch Raises Issuer Default Rating to 'B+'
------------------------------------------------------
Fitch Ratings has upgraded the secured bank credit facility and
senior unsecured debt ratings of Dean Foods Company (Dean; NYSE:
DF) and the senior unsecured debt rating of Dean Holding Company
as follows:

Dean Foods Company (Parent)

  -- Issuer Default Rating (IDR) to 'B+' from 'B';
  -- Secured bank credit facility to 'BB+/RR1' from 'BB/RR1';
  -- Senior unsecured debt to 'BB-/RR3' from 'B-/RR5'.

Dean Holding Company (Operating Subsidiary)

  -- IDR to 'B+' from 'B';
  -- Senior unsecured debt to 'BB-/RR3' from 'B-/RR5'.

Fitch has also placed the ratings on Rating Watch Positive.

At June 30, 2012, Dean had $3.6 billion of total debt, down from
$3.8 billion at March 31, 2012.

Rating Rationale:

The upgrade and Positive Rating Watch are due to Dean's focus on
debt reduction and Fitch's view that further deleveraging is
possible following the spin-off of The WhiteWave Food Co. (NYSE:
WWAV) and potential divestiture of Morningstar. Increased
profitability at Dean's Fresh Dairy Direct (FDD) operation, which
is comprised mostly of fluid milk, has also contributed to
improvement in the firm's credit profile.  While raw milk costs
have increased because of the recent spike in corn prices, Fitch
believes this inflation can be partially offset by price
realization, operating efficiency, and relative volume
performance.

During 2011, FDD represented 74% of Dean's $13.1 billion of sales
and 54% of its $645 million of operating income excluding
corporate expenses.  WhiteWave-Alpro represented 16% of sales and
31% of operating income excluding corporate expenses, and
Morningstar represented the remaining 10% and 15%, respectively.

On Oct. 31, 2012, $282 million of net proceeds from the IPO of a
13% ownership stake in WWAV together with approximately $885
million of borrowings under WWAV's $1.35 billion secured credit
facilities funded a $1.2 billion distribution to Dean through the
repayment of an inter-company note.  Dean used the proceeds from
WWAV to repay all outstanding loans under its term loans due April
2, 2014.  Dean intends to affect a tax-free spin-off of all or a
portion of its approximate 87% ownership interest in WWAV no
earlier than the expiration of the 180-day lockup period following
the closing of the IPO.  Until the spin-off, Dean will still
consolidate WWAV.  According to an Oct. 17, 2012 S-1 filing, WWAV
generated $2.0 billion of sales and $236.6 million of EBITDA
during 2011.

On Sept. 26, 2012, Dean announced that it was exploring the sale
of its Morningstar business.  Morningstar produces and sells items
such as cultured dairy products, ice cream mixes, coffee creamers,
aerosol whipped toppings, and blended iced beverages to retailers
and foodservice providers nationwide.  During 2011, Morningstar
generated approximately $1.3 billion of sales and $122 million of
EBITDA.  Fitch believes Dean could sell this business at 6x to 8x
EBITDA resulting in significant additional cash that might be used
for debt reduction.

Pro forma leverage and FCF expectations following the spin-off of
WhiteWave and potential divestiture of Morningstar are fundamental
to Fitch's analysis.  Fitch anticipates that Dean will generate
approximately $10 billion of annualized sales, $500 million of
EBITDA and could have less than $1.5 billion of total debt as a
pure play traditional dairy business.  Fitch also expects Dean's
traditional dairy business FCF generation to exceed $100 million
annually as interest expense declines and capital expenditures are
reduced to reflect the needs of its standalone FDD operations.

Dean's ratings consider FDD's mid-single digit operating margin,
volatile earnings profile, excess milk processing capacity for the
industry, and gradual declines in category volumes.  These
negatives are balanced against Dean's conservative financial
policies along with its market share leadership and national
direct store delivery capabilities, which Fitch views as
competitive advantages.

Credit Statistics:

For the LTM period ended June 30, 2012, total debt-to-operating
EBITDA was 4.1x, down from 5.3x at Dec. 31, 2010, and operating
EBITDA-to-gross interest expense was 3.6x, up from 3.1x.  LTM FCF
was $206.1 million, modestly lower than the company's $263 million
annual average over the past five years, excluding the debt-
financed $15/share special dividend in 2007.

In August 2012, Dean expected its leverage ratio, as defined by
its credit agreements, to decline to approximately 3.5 times (x)
if WWAV's IPO and debt raise closed by the end of 2012.  Fitch
believes total debt-to-operating EBITDA can approximate 3.0x
following the spin-off of WWAV and divestiture of Morningstar.

Recovery Ratings:

The 'BB+/RR1' rating on Dean's secured debt reflects Fitch's view
that recovery prospects for these obligations would be outstanding
at 91% - 100% if the firm filed for bankruptcy.  The debt is
secured by a perfected interest in substantially all of Dean's
assets.  The 'BB-/RR3' unsecured rating is due to Fitch's opinion
that bondholder recovery would be good at 51% - 70% in a
distressed situation.  Recovery prospects for unsecured
bondholders could improve further following the spin-off of
WhiteWave and potential additional debt reduction with the
proceeds from the sale of Morningstar.

Liquidity, Maturities, and Financial Covenants:

Fitch views Dean's liquidity as adequate.  At June 30, 2012, the
firm had $60.4 million of cash, $1.2 billion available under its
secured revolver, and $185 million under its receivables-backed
facility.  Dean's $1.3 billion revolver expires April 2, 2014 and
its $600 million on-balance sheet receivables-backed facility
matures on Sept. 25, 2013.  Dean voluntarily reduced the size of
its revolver to $1 billion on Oct. 31, 2012.

Scheduled maturities of long-term debt at June 30, 2012 were
$103.5 million in 2012, $376.2 million in 2013, and $1 billion in
2014.  These maturities consisted mainly of term loans and
balances outstanding under the revolver and receivables-backed
facility.

Financial maintenance covenants in Dean's credit facility
currently include maximum total and senior secured leverage
ratios.  The calculation excludes up to $100 million of
unrestricted cash and adjusts for charges and non-recurring items
therefore bank leverage ratios are modestly lower than those
calculated by Fitch.

The total leverage covenant is currently 5.5x, stepping down to
5.25x on March 31, 2013 and 4.5x on Sept. 30, 2013.  The senior
secured leverage restriction of 3.75x, steps down to 3.5x on March
31, 2013.  Dean is also bound by a minimum interest coverage
requirement of 2.75x which steps up to 3.0x on March 31, 2013.
Dean reported total leverage and senior secured leverage, as
calculated by its credit agreement, of 3.96x and 2.79x,
respectively at June 30, 2012, which indicates EBITDA cushion in
excess of 20%.

What Could Trigger A Rating Action

Future developments that may, individually or collectively, lead
to a positive rating action include:

  -- Total debt-to-operating EBITDA in the mid-3.0x range or lower
     and continued good FCF generation post the spin-off of WWAV
     and divestiture of Morningstar could result in additional
     upgrades;

  -- Continued structural improvement in Dean's FDD business and a
     rational wholesale pricing environment are also critical
     factors surrounding future rating upgrades.

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

  -- A sustained period of materially higher than expected
     leverage; such that total debt-to-operating EBITDA
     consistently exceeds 4.5x, could trigger a downgrade in
     Dean's existing ratings;

  -- Negative FCF generation, additional step downs in FDD's
     profitability due to lower gross profit and/or wholesale
     pricing concessions could influence future downgrades in
     ratings.


DENSITY INC: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Density, Inc.
        543 Second Street, Suite 104
        Macon, GA 31201

Bankruptcy Case No.: 12-53125

Chapter 11 Petition Date: October 31, 2012

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  KATZ, FLATAU, POPSON AND BOYER, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478)742-6481
                  E-mail: wjboyer_2000@yahoo.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 18 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/gamb12-53125.pdf

The petition was signed by Miller L. Heath, III, CFO/CEO.


DIGITAL DOMAIN: Suspending Filing of Reports with SEC
-----------------------------------------------------
Digital Domain Media Group, Inc., filed with the U.S. Securities
and Exchange Commission a Form 15 to voluntarily deregister its
common stock and suspend its reporting obligations with the SEC.
As of Nov. 2, 2012, there were only 51 holders of the Company's
common shares.

                       About Digital Domain

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

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

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

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

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

The company disclosed assets of $205 million and liabilities
totalling $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.


DISCOVER FINANCIAL: Fitch to Issue 'B+' Preferred Stock Rating
--------------------------------------------------------------
Fitch Ratings expects to rate Discover Financial Service's
(Discover) $500 million of senior unsecured notes 'BBB'.  The
notes will be issued in association with a debt exchange for a
like amount of Discover Bank's 8.70% subordinated debt maturing in
2019.  The new notes will have a coupon of 3.85% and will mature
in November 2022.

Fitch does not consider the transaction to be a coercive debt
exchange.  Instead, Fitch believes the issuance is an attempt to
improve funding costs in the attractive capital markets
environment and rationalize the bank's capital position under new
Basel III guidelines.

Rating Drivers and Sensitivities

Discover's Stable Rating Outlook reflects the expectation for
earnings consistency, moderate portfolio growth, peer-superior
asset quality, and the maintenance of strong liquidity and risk-
adjusted capitalization.  While Discover will reduce capital
ratios to its targeted range over time, Fitch expects the bank to
do this in a prudent manner.

Increased revenue diversity, proven competitive positioning and
credit performance in non-card loan categories over time, enhanced
funding flexibility and/or further clarity on regulatory and
legislative issues, particularly as it relates to the student loan
sector, could support positive rating momentum.

Conversely, a negative rating action could be driven by a decline
in earnings performance, resulting from a decrease in market share
or credit deterioration, a weakening liquidity profile,
significant reductions in capitalization, and legislative and/or
regulatory changes that alter the earnings prospects of the credit
card and student loan businesses.

Negative rating momentum could also be driven by an inability of
Discover to maintain its competitive position and earnings
prospects in an increasingly digitized payment landscape.  While
the company is focused on strategic acquisitions and alliances to
expand its online and mobile capabilities, competition from
technology companies and social networks, with access to
significant consumer data, is expected to intensify.

Discover is a leading credit card issuer and electronic payments
company that authorizes, processes, and guarantees the settlement
of cardholder transactions on the Discover, PULSE, and Diners Club
networks, and extends credit on a revolving basis to Discover
cardholders.  The company had $59.2 billion in loan receivables at
Aug. 31, 2012 and its stock is listed on the NYSE under the ticker
symbol DFS.

Fitch expects to assign the following rating:

Discover Financial Services

  -- Senior Unsecured Debt 'BBB'.

Existing ratings for Discover are as follows:

Discover Financial Services

  -- Long-term Issuer Default Rating (IDR) 'BBB';
  -- Short-term IDR 'F2';
  -- Viability Rating 'bbb';
  -- Senior debt 'BBB';
  -- Preferred Stock 'B+'
  -- Support '5'; and
  -- Support Floor 'NF'.

Discover Bank

  -- Long-term IDR 'BBB';
  -- Short-term IDR 'F2';
  -- Viability Rating 'bbb';
  -- Short-term Deposits 'F2';
  -- Long-term Deposits 'BBB+';
  -- Subordinated Debt 'BBB-';
  -- Support '5'; and
  -- Support Floor 'NF'.

The Rating Outlook is Stable.


DYNEGY INC: To Repay Units' $325 Million Term Loans
---------------------------------------------------
Ben Fox Rubin, writing for Dow Jones Newswires, reports that
Dynegy Inc. on Tuesday said it provided notification to its
lenders of its intent to repay $325 million of Dynegy Power LLC
and Dynegy Midwest Generation LLC term loans.

Dow Jones also reports that Dynegy Inc. unveiled lower third-
quarter loss as the power company's gas segment posted stronger
results, though its coal business continued to struggle.  Dynegy
reported a loss of $41 million compared with a year-ago loss of
$129 million.  Revenue grew 2.1% to $477 million.

                           About Dynegy

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

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

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

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

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

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

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

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

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

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


EMPIRE RESORTS: Option to Lease EPT Property Extended to Feb. 20
----------------------------------------------------------------
The option agreement, by and between Monticello Raceway
Management, Inc., a wholly-owned subsidiary of Empire Resorts,
Inc., and EPT Concord II, LLC, originally entered into on Dec. 21,
2011, was further amended by a letter agreement between the
Parties, dated Oct. 31, 2012.  Pursuant to the Option Agreement,
EPT granted MRMI a sole and exclusive option to lease certain EPT
property located in Sullivan County, New York, pursuant to the
terms of a lease negotiated between the parties.

Pursuant to the Letter Agreement, MRMI and EPT agreed to extend
the option exercise period from Jan. 21, 2013, to Feb. 20, 2013.
In addition, the Parties agreed to extend the date by which they
would enter into a master development agreement with respect to
the EPT Property from Nov. 1, 2012, to Nov. 30, 2012.  Except for
these amendments, the Option Agreement remains unchanged and in
full force and effect.

A copy of the Letter Agreement is available for free at:

                        http://is.gd/oEfjaJ

On Nov. 6, 2012, the Company held its 2012 Annual Meeting of
Stockholders in New York for the purposes of electing six
directors to serve on the Board of Directors of the Company for a
one year term that expires at the 2013 annual meeting of
stockholders or until their respective successors are elected and
qualified or until their earlier resignation or removal.  The
newly elected directors are Emanuel R. Pearlman, Joseph A.
D'Amato, Nancy A. Palumbo, Gregg Polle, James Simon and Au Fook
Yew.

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

The Company reported a net loss of $24,000 in 2011, compared with
a net loss of $17.57 million in 2010.

The Company's balance sheet at June 30, 2012, showed
$52.83 million in total assets, $27.10 million in total
liabilities, and $25.73 million in total stockholders' equity.


ENDO HEALTH: S&P Affirms 'BB' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Chadds Ford, Penn.-based diversified health care
company Endo Health Solutions Inc. The outlook is stable.

"At the same time, we raised our issue-level rating on the
company's senior unsecured notes to 'BB' (the same as the
corporate credit rating) from 'BB-'," said Standard & Poor's
credit analyst Michael Berrian. "We revised our recovery
rating on this debt to '4', indicating average (30% to 50%)
recovery for noteholders in the event of a payment default, from
'5' (10% to 30% recovery expectation)."

"Our issue-level rating and recovery rating on the company's
senior secured debt remain unchanged at 'BBB-' and '1'," S&P said.

"We raised our issue-level and our recovery rating on Endo's
unsecured notes following the company's voluntary and mandatory
secured term loan B payments of more than $600 million since
acquiring American Medical Systems (AMS) in June 2011. The
decrease in secured debt results in improved recovery prospects
for the holders of the company's $900 million senior unsecured
notes due in 2019 and 2022," S&P said.

"The corporate credit rating on Endo reflects the company's
'significant' financial risk profile (according to our criteria),
which incorporates leverage of about 3.2x as of Sept. 30, 2012.
Leverage has improved, from more than 4x in the prior year period,
because of mandatory and optional debt repayments made over the
past year. We believe Endo has only a 'fair' business risk
profile, given franchise and product concentrations," S&P said.


FAIRWAY OUTDOOR: Fitch Rates $72-Mil. Class B Notes at 'BB-sf'
--------------------------------------------------------------
Fitch Ratings has assigned the following ratings to Fairway
Outdoor Funding, LLC secured billboard revenue notes,
series 2012-1:

  -- $10,000,000 class A-1* 'A-sf'; Outlook Stable;
  -- $175,000,000 class A-2 'A-sf'; Outlook Stable;
  -- $72,000,000 class B 'BB-sf'; Outlook Stable.

* Variable funding note.

The transaction represents a securitization in the form of notes
backed by approximately 10,095 outdoor advertising sites with
19,956 billboard faces.


FASTLANE HOLDING: S&P Assigns 'B' CCR on TPG Acquisition
--------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' corporate credit
rating to Fastlane Holding Co. Inc. and withdrew the 'B+' rating
on FleetPride Corp., the formerly rated entity. The outlook is
stable. "At the same time, we assigned a 'B' issue-level rating
and '4' recovery rating to the company's proposed $425 first-lien
term loan, and a 'CCC+' issue-level rating and '6' recovery rating
to the company's proposed $200 million second-lien term loan.
Subsidiary FPC Holdings Inc. is issuing the debt. The '4' recovery
rating indicates our expectation for average (30%-50%) recovery in
a default scenario. A '6' recovery rating indicates our
expectation for negligible recovery (0%-10%)," S&P said.

"Our rating on The Woodlands, Texas-based Fastlane reflects
Standard & Poor's view of the company's financial risk profile as
now 'highly leveraged.' The debt financing arising from the
acquisition by private equity firm TPG Capital L.P., will increase
Fastlane's leverage significantly and cause the company's
credit metrics to fall outside of our expectations for a 'B+'
corporate credit rating (leverage at or below 5x)," said Standard
& Poor's credit analyst Lawrence Orlowski.

"On Oct. 9, 2012, TPG announced that it was acquiring the company
from Investcorp S.A. and minority partner Ridgemont Equity
Partners.  The financing for the merger will consist of $150
million asset-based revolving credit facility that expires in
2017, a $425 million first-lien term loan that expires in 2019,
and a $200 million second-lien term loan that expires in 2020,"
S&P said.

"We believe demand for heavy-duty truck parts will continue rising
in North America, in part because of a modest recovery in the
economy and the historically high average age of the truck fleets,
which increases the need for maintenance and replacement parts.
Moreover, as revenue has increased, profitability has expanded
through the company's ability to control operating costs. We
expect adjusted EBITDA margins will exceed 11% in 2012 and that
free cash flow will be positive," S&P said.

The ratings on private-equity-owned Fastlane also reflect its
"weak" business risk profile, given its exposure to the cycles of
the general economic conditions in the United States; a fiercely
competitive pricing environment; and its narrow scope of
operations. "Fastlane is the largest independent distributor of
aftermarket heavy-duty truck and trailer parts in the U.S. We
believe its revenues are more than 4.5x those of its next-largest
competitor, but its market share is still only about 4% of the
very fragmented market," S&P said. Fastlane is the only truck
parts distributor with a substantial national presence and
comprehensive product offering, serving many customers in diverse
end markets. This offers some protection if adverse circumstances
hurt a single customer or market segment.

"We view Fastlane pricing power as improving because management
has taken actions to improve pricing discipline across its network
of stores and to expand its private label business. Fastlane has a
diverse supplier base: The largest supplier provides no more than
7% of its cost of goods sold. Still, the company's narrow scope
and small size relative to its overall market make it vulnerable
to downturns in the business cycle," S&P said.

"We estimate the long-term annual growth rate for the replacement
parts industry will be about 2.5%, helped by the nondiscretionary
nature of parts replacement and expectations for continued growth
in ton-miles driven," S&P said. "However, we believe the gradually
aging truck fleets in the U.S. could help support strong
replacement sales, but only if freight tonnage continues to
improve, allowing shippers to use more of their existing
equipment," S&P said.

"Aftermarket demand for heavy-duty truck parts historically has
been more stable than demand for original-equipment vehicles.
Revenue is generally predictable because demand follows the size
of the installed truck base, which is large, and the number of
ton-miles driven, which depends on the country's economic health.
In September 2012, the seasonally adjusted truck tonnage index
increased 0.4% sequentially and 2.4% year over year," S&P said.

"Net sales were $227.8 million in the quarter ended June 30, 2012,
up 10.3% from the same quarter one year ago. Incremental sales
from nine businesses acquired since Jan. 1, 2011, contributed
$13.9 million in revenue, while organic revenue rose because of a
3.7% rise in same-store sales. In second-quarter 2012, the gross
margin was 35%, compared with 35.1% one year earlier," S&P said.

S&P believes Fastlane has 'adequate' sources of liquidity to cover
its needs in the near term, even in the event of unforeseen EBITDA
declines.  S&P's assessment of the company's liquidity
incorporates these expectations and assumptions:

-- S&P expects Fastlane's sources of liquidity, including cash
    and facility availability, to exceed uses by 1.2x or more over
    the next 12 to 18 months.

-- S&P expects net sources to remain positive, even if EBITDA
    declines more than 15%.

-- Because of the company's good conversion of EBITDA to
    discretionary cash flow, S&P believes it could absorb low-
    probability, high-impact shocks.

"Liquidity sources included cash and equivalents of $36.2 million
as of June 30, 2012. We estimate availability under the new $150
million asset-based revolving credit facility to be about $135
million. We expect Fastlane to generate positive free cash flow in
2012 and to continue using a large portion of its free cash flow
for debt reduction and acquisitions. Under the ABL revolving
credit facility, there is a springing minimum fixed charge
coverage ratio of 1x if excess availability and cash in certain
accounts fall below the greater of either 10% of the less, or the
borrowing base and the total commitment, and $10 million. Under
the first-lien and second-lien term loans, there are no financial
covenants. Debt maturities are minimal until late 2017 and beyond.
The asset-based lending (ABL) revolver expires in November 2017,
the $425 million term loan expires in November 2019, and the $200
million second-lien term loan expires in May 2020," S&P said.

"Our rating outlook on Fastlane is stable. We expect demand for
truck parts to move in line with economic activity. However, we
are concerned that economic growth will slow somewhat in 2013.
Furthermore, as a result of the refinancing relating to the TPG
acquisition, we expect leverage to be above 5x on a sustained
basis, in line with our expectations for the 'B' rating," S&P
said.

"We could raise the rating if leverage were to move below 5x on a
sustained basis. Stronger-than-expected economic growth could
contribute to more miles driven and, therefore, more robust demand
for heavy-duty truck parts. Moreover, a slower pace of
acquisitions could mean that the company would be less likely to
use its revolving credit facility to fund such activities and
therefore would reduce leverage in the future. Additionally, we
would be unlikely to raise the rating above a 'B+' as long as the
company remains controlled by a financial sponsor because of our
assumption that financial policies will remain focused on
returning capital to the owners," S&P said.

"We could lower the ratings if demand begins to fall again rather
than stabilize, if pricing becomes depressed, or if operational
inefficiencies arise that significantly weaken the company's
credit measures. For instance, we could lower the ratings if we
believe debt to EBITDA will move above 6x on a sustained basis or
if the covenant cushion erodes. This could occur if revenue were
flat and gross margins moved below 34% in 2013. We could also
lower the ratings if the company begins to use cash in its
operations because of lower demand, instead of generating cash by
managing working capital, or if the company were to add debt to
pay a dividend to its financial sponsor," S&P said.

RATINGS LIST

New Ratings

Fastlane Holding Co. Inc.
Corporate Credit Rating          B/Stable/--

FPC Holdings Inc.
$425 mil. first-lien term loan   B
  Recovery Rating                 4
$200 mil. second-lien term loan  CCC+
  Recovery Rating                 6

Ratings Withdrawn
                                  To            From
FleetPride Corp.
Corporate Credit Rating          NR            B+/Stable/--


FIBERTOWER CORP: District Court Dismisses FCC's Appeal
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FiberTower Corp. won another victory over the U.S.
Federal Communications Commission.  The FCC took the position it
terminated some of the company's frequency licenses because they
hadn't been developed.

According to the report, U.S. Bankruptcy Judge D. Michael Lynn
wrote an opinion in October explaining why he had power to stop
termination of the FCC licenses.  The FCC appealed on Oct. 9.

On Nov. 6, U.S. District Judge John McBryde in Fort Worth, Texas,
threw out the FCC's attempted appeal.  Judge McBryde said the FCC
was attempting to appeal from a preliminary injunction.  He said
that the injunction wasn't the final ruling in the dispute and
didn't give rise to an automatic right to appeal.  Judge McBryde
also decided not to exercise discretion and allow an appeal even
though the preliminary injunction didn't end the dispute.

The report notes that Judge Lynn's injunction has the effect of
preserving the licenses for FiberTower while the regulatory
process works its way forward.  In ruling for FiberTower, Judge
Lynn didn't reach the question of whether the FCC properly could
terminate the licenses.  Judge Lynn ruled that he had power under
bankruptcy law to halt license termination until FiberTower
completes the regulatory and appellate process aimed at preserving
ownership of the licenses.

Judge Lynn, the report relates, said the validity of the licenses
entails decisions to be made by the FCC and the federal courts
where FiberTower can appeal if it loses.

                   About FiberTower Corporation

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

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

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

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

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

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

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

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

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


FNB UNITED: Incurs $4.7 Million Net Loss in Third Quarter
---------------------------------------------------------
FNB United Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $4.71 million on $19.20 million of total interest income for
the three months ended Sept. 30, 2012, compared with a net loss of
$13.93 million on $13.35 million of total interest income for the
same period during the prior year.

The Company reported a net loss of $33.71 million on
$59.63 million of total interest income for the nine months ended
Sept. 30, 2012, compared with a net loss of $106.61 million on
$44.01 million of total interest income for the same period a year
ago.

FNB United reported a net loss of $137.31 million in 2011, a net
loss of $131.82 million in 2010, and a net loss of $101.69 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$2.23 billion in total assets, $2.13 billion in total liabilities,
and $106.87 million in total shareholders' equity.

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

                        http://is.gd/6Vg6Tz

                         About FNB United

Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank
holding company for CommunityOne Bank, N.A., and the bank's
subsidiary, Dover Mortgage Company.  Opened in 1907, CommunityOne
Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38
communities throughout central, southern and western North
Carolina.  Through these subsidiaries, FNB United offers a
complete line of consumer, mortgage and business banking services,
including loan, deposit, cash management, wealth management and
internet banking services.


GENERAL MOTORS: Fitch Assigns 'BB+' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has assigned a rating of 'BBB-' to General Motors
Holdings LLC's (GM Holdings) new secured revolving credit
facilities.  GM Holdings is a wholly-owned subsidiary of General
Motors Company (GM).  The Issuer Default Rating (IDR) for both GM
and GM Holdings is 'BB+' and the Rating Outlook for both is
'Stable'.

The new secured revolving credit facilities have replaced GM
Holdings' existing $5 billion secured revolver that matures in
2015.  The new facilities total $11 billion and comprise two
revolvers: a $5.5 billion three-year facility and a $5.5 billion
five-year facility.  Unlike the current credit facility, under
which GM Holdings is the sole borrower, General Motors Financial
Company, Inc. (GMF) and certain foreign subsidiaries are co-
borrowers on the three-year facility.  Most of the terms and
conditions of the facilities are similar to the existing revolver,
including a liquidity covenant that requires GM to maintain
consolidated cash and credit facility availability of $4 billion,
including cash and credit facility availability of $2 billion at
GM's domestic subsidiaries.

The new credit facilities are secured by collateral consisting of
nearly all of the domestic tangible and intangible assets of GM
and the facilities' subsidiary guarantors.  In addition, 100% of
the capital stock of the first-tier domestic subsidiaries of GM
and the subsidiary guarantors and 65% of the capital stock of
first-tier foreign subsidiaries of GM and the subsidiary
guarantors is also pledged as collateral for the facilities.  The
facilities contain a borrowing base covenant that could limit
their availability if the value of the borrowing base falls below
$11 billion.  A collateral release provision calls for the lenders
to release the collateral upon the company's request if GM's IDR
(or its equivalent) is rated 'BBB-' (or its equivalent) or higher
from at least two of the three largest U.S. rating agencies,
including Fitch.

The new credit facilities improve GM's financial flexibility by
increasing the company's available liquidity by $6 billion, while
the five-year facility ensures that the company will have at least
$5.5 billion of revolver availability for two years beyond the
expiration of the current revolver.  Also, by adding GMF as a co-
borrower on the three-year facility, GM has provided its captive
finance subsidiary with additional liquidity that could be
utilized if GMF is the successful bidder for some of Ally
Financial, Inc.'s (Ally) non-U.S. operations.  Although GM has not
borrowed from the existing facility since it was established in
October 2010, Fitch believes the company may seek to borrow on the
new facilities from time to time, particularly if GMF is the
successful bidder for the Ally operations.

Fitch's rating of 'BBB-' on the new credit facilities is one notch
above GM Holdings' IDR of 'BB+', reflecting the substantial
collateral coverage securing them.  According to Fitch's notching
criteria, 'BBB-' is the highest security rating possible for an
issuer with an IDR of 'BB+'.

GM's ratings reflect the automaker's positive free cash flow
generating capability, very low leverage, strong liquidity
position, reduced (but still heavy) pension obligations and
improved product portfolio.  The company continues to keep a
relatively low level of automotive debt on its balance sheet,
while maintaining a strong liquidity position, which would provide
it with substantial financial flexibility in the event of another
severe auto industry downturn.  GM is also the most globally
diverse of the Detroit Three, with a strong presence in China and
other emerging markets, which would further help to shield the
company from a regionally focused downturn.

Despite its strengthened financial position, GM continues to face
a number of headwinds.  Profitability continues to lag the
company's strongest competitors as it works to improve the
efficiency of its manufacturing and product development processes.
European losses, in particular, are likely to weigh on GM's
results for several more years.  At the same time, the underfunded
status of GM's pension plans will remain high, even after
defeasing U.S. salaried retiree obligations.

The Stable Outlook on GM, GM Holdings and GMF reflects Fitch's
expectation that the ratings are not likely to be upgraded in the
near term.  However, Fitch could consider a positive rating action
over the longer term if GM's margins, particularly in North
America, rise to the level of its strongest competitors and if the
financial performance of its European operations stabilizes.  Also
factored into any positive rating action would be a demonstrated
ability to at least maintain both market share and net pricing in
the company's key global markets.  Continued progress on reducing
pension liabilities will also be a key driver of any positive
rating action.  Fitch will look for GM to maintain a sustained
automotive liquidity position of around $25 billion, including
both cash and revolver availability over the intermediate term.

Fitch could consider a negative rating action if a very severe
downturn significantly weakens GM's liquidity position.  However,
Fitch has incorporated into the current ratings the effect that a
downturn would likely have on the company's credit profile, and GM
appears to be generally well positioned to withstand the pressures
of a steep decline in demand.  Fitch could also consider a
negative rating action if management deviates from its plan to
maintain a strong balance sheet, either by increasing automotive
debt or allowing automotive liquidity to fall below $25 billion
for an extended period of time.  Problems with operational
execution or a significant decline in market share could also lead
to a negative action.

GM's automotive free cash flow (including preferred dividends)
will be pressured in 2012 as a result of an estimated $2.6 billion
in cash needed to fully fund and transfer the U.S. salaried
pension plan to a group annuity plan.  Excluding these cash costs,
however, Fitch expects adjusted free cash flow in 2012 to be
significantly higher than the 2011 level, even with a roughly $2
billion increase in projected capital spending.  Over the
intermediate term, Fitch expects capital spending to run at a
higher rate than recent historical levels as the company
accelerates investments in new products and operational
efficiency.  In general, though, Fitch expects strengthening
market conditions in North America to support free cash flow over
the next several years and more than offset cash burn in Europe
tied to restructuring costs and the region's weak automotive
market.

As noted above, in August, GMF announced that it had entered a bid
for a portion of the international assets that Ally plans to
divest.  A number of other parties have also entered bids for
these assets, and it is too soon to know if GMF will be successful
in acquiring any of them.  The amount of GMF's bid has not been
disclosed.  Fitch believes GMF is a logical bidder for these
assets as 97% of Ally's international new vehicle dealer inventory
financing and 82% of Ally's international new vehicle auto
financing was for GM dealers and customers as of year-end 2011.
Fitch notes that if it is successful in acquiring the assets, the
size of GMF's balance sheet could more than double.

GMF's ratings are linked to GM, given the finance subsidiary's
strategic importance to the parent and Fitch's assessment of
implicit and explicit support that is currently provided and/or
would be expected to be provided by the parent in times of
financial distress.  However, because a large portion of GMF's
originations are related to non-GM dealers, Fitch believes GMF
does not currently meet the definition of a 'core' subsidiary as
outlined in Fitch's criteria report titled "Rating FI Subsidiaries
and Holding Companies" (Aug. 10. 2012).  As a result, GMF's IDR is
one notch below that of its parent, GM.  GMF's ratings also
reflect its established market position in the auto finance
sector, seasoned management team, strong asset quality, improved
operating performance, enhanced liquidity profile, demonstrated
funding flexibility and favorable leverage relative to other rated
captive finance companies.

Fitch maintains the following ratings on GM and its subsidiaries:

GM

  -- Long-term IDR at 'BB+';
  -- Preferred stock rating at 'BB-';
  -- Rating Outlook Stable.

GM Holdings

  -- Long-term IDR at 'BB+';
  -- Secured revolving credit facilities at 'BBB-';
  -- Rating Outlook Stable.

GMF

  -- Long-term IDR at 'BB';
  -- Senior unsecured debt at 'BB';
  -- Rating Outlook Stable.


GLENDALE INVESTORS: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Amir Kurtovic at St. Louis Business Journal reports that Glendale
Investors LLC, a local firm tied to a failed Arizona real estate
development, has filed for Chapter 11 bankruptcy, citing nearly
$9 million in liabilities and less than $8,000 in assets.

The report says Mitchell Wexler and Mike Towerman, two officials
of the St. Louis-based TriStar Properties development firm, are
Glendale Investors' registered agents.

The report notes the bankruptcy filing disclosed Glendale
Investors has a $8.6 million loan from BMO Harris Bank tied to
properties in Glendale, Arizona.


GOODMAN GLOBAL: S&P Affirms 'B+' Corp. Credit Rating; Off Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit ratings on Houston-based heating and air conditioner maker
Goodman Global Inc., and removed the rating from CreditWatch with
positive implications, where it was placed on Aug. 30, 2012. The
outlook is stable. "Subsequently, we withdrew all ratings,
including our 'B+' corporate credit rating on Goodman Global, at
the company's request," S&P said.

"The ratings withdrawal follows the completed acquisition of
Goodman global by unrated Daikin Industries Ltd., on Nov. 2, 2012.
Daikin is a major Japanese manufacturer of heating and air
conditioning products. All of Goodman Global's rated debt was
repaid at transaction close and as a result, we have also
withdrawn the issue-level and recovery ratings on Goodman's
outstanding senior secured revolving credit and bank term loans,"
S&P said.

RATINGS LIST

Ratings Affirmed; Off Watch
                             To             From
Goodman Global Inc.
Corporate credit rating     B+/Stable/--   B+/Watch Pos/--
Senior secured              BB
   Recovery rating           1
Senior secured              B+
   Recovery rating           3
Senior secured              B-
   Recovery rating           6

Ratings Withdrawn
Goodman Global Inc.
Corporate credit rating     NR             B+/Stable/--
Senior secured              NR             BB
   Recovery rating           NR             1
Senior secured              NR             B+
   Recovery rating           NR             3
Senior secured              NR             B-
   Recovery rating           NR             6


GRAYMARK HEALTHCARE: Shareholders OK Reverse Stock Split
--------------------------------------------------------
Graymark Healthcare, Inc.'s 2012 special meeting of shareholders
was held on Nov. 5, 2012, at which the shareholders approved an
amendment of the Company's Restated Certificate of Incorporation
to effect a reverse stock split.

                     About Graymark Healthcare

Graymark Healthcare, Inc., headquartered in Oklahoma City, Okla.,
provides care management solutions to the sleep disorder market.
As of June 30, 2012, the Company operated 107 sleep diagnostic and
therapy centers in 10 states.

The Company's balance sheet at June 30, 2012, showed $20.8 million
in total assets, $23.2 million in total liabilities, and a
stockholders' deficit of $2.4 million.

                        Going Concern Doubt

As of June 30, 2012, the Company had an accumulated deficit of
approximately $42.3 million and reported a net loss of
approximately $7.2 million for the six months then ending.  In
addition, the Company used approximately $2.4 million in cash from
operating activities from continuing operations during the six
months ending June 30, 2012.

Historically, management has been able to raise the capital
necessary to fund the operation and growth of the Company, but
the Company can give no assurance that it will be successful in
raising the necessary capital to fund the Company's operations.

During the three months ended June 30, 2012, the Company did not
maintain the minimum cash balance required under the Company's
loan agreement with Arvest Bank.  In addition, the Company did not
make the required principal and interest prepayment due to Arvest
Bank on June 30, 2012.

Furthermore, the Company is not currently in compliance with the
minimum bid price requirement for continued listing on The NASDAQ
Capital Market.  Under a notice received from NASDAQ, the Company
had until June 18, 2012, to regain compliance.  The Company
received a notice of delisting on June 19, 2012.  The Company
filed an appeal and went before a hearing with NASDAQ on July 26,
2012.  If the Company is delisted from NASDAQ, that will be an
event of default under the Company's loan agreement with Arvest
Bank.  Historically, the Company has been successful in obtaining
default waivers from Arvest Bank, but there is no assurance that
Arvest Bank will waive any future defaults.  Given that the
Company is not in compliance with certain covenants under the loan
agreement with Arvest Bank, the associated debt has been
classified as current on the accompanying consolidated condensed
balance sheets.

"These uncertainties raise substantial doubt regarding the
Company's ability to continue as a going concern," the Company
said in its quarterly report for the period ended June 30, 2012.
"The consolidated condensed financial statements do not include
any adjustments that might be necessary if the Company is unable
to continue as a going concern."


GWF ENERGY: Moody's Rates $202.9MM Secured Credit Facility 'Ba2'
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to GWF Energy
Holdings LLC's (Holdings) $202.9 million senior secured credit
facility. The facility consists of an approximate $173.5 term loan
B (HoldCo loan) maturing in December 2018, a $24.4 million letter
of credit facility, and a $5 million revolving credit facility.
The revolver and the LC facility each mature in December 2017. The
rating outlook is stable. The HoldCo loan will be secured by 100%
of the equity interests in Holdings and, to the extent not pledged
to secure the OpCo debt referred to below, the equity interests in
Holdings' subsidiaries.

Ratings Rationale

Proceeds from the term loan along with approximately $171 million
in equity from the sponsor, Highstar Capital IV L.P., will
principally be used to acquire a portfolio of three generating
assets totaling 530 MW of generating capacity from affiliates of
Harbert Power, LLC. The remaining use of proceeds will cash fund
an $8.5 million, six-month debt service reserve and pay
transaction fees and expenses.

According to Moody's analyst, Charles Berckmann, "The assigned Ba2
rating reflects highly predictable cash flows from well-structured
tolling arrangements with an investment grade off-taker with
virtually no fuel-supply risk and a pass-through of greenhouse gas
costs balanced against substantial leverage and ongoing structural
subordination from a material level of amortizing operating
company debt." Specifically, approximately $294.5 million of
existing project level, amortizing debt (OpCo debt) will be
assumed at acquisition close and will remain ahead of Holdings
debt through the life of the term loan. Total consolidated debt at
financial close is expected to be $468 million.

The term loan financing benefits from the existence of three
discrete tolling agreements between Pacific Gas and Electric
Company (PG&E; A3 stable) and each of the three generating assets,
the Tracy facility, a converted 334 megawatt (MW) natural gas-
fired combined cycle power plant, and two 98 MW peaking
facilities, the Henrietta and Hanford plants. As indicated by
Berckmann, "with over 80% of cash flows derived from the recently
converted Tracy facility, plant concentration risk has increased.
This risk is mitigated by the robust historical performance of the
plants, the fact that the original design incorporated combined
cycle capability for the Tracy facility; and the existence of a
modest $5 million liquidity reserve which is available for
repairs, if needed, during the first year of operations".
Berckmann further notes that modest cash flows from Hanford and
Henrietta could help support debt service through a modest outage
at Tracy. The Ba2 rating also reflects a portfolio that is
resilient to various downside scenarios with key consolidated
credit metrics that generally score in the Ba range given the
preponderance of amortizing debt in the consolidated capital
structure.

Notwithstanding these credit strengths, the Ba2 rating recognizes
the highly leveraged balance sheet at Holdings following
acquisition close, the degree of structural subordination between
the Holdings term loan and the OpCo debt (predicated on a 1.2x
restricted payments test), and the expected refinancing risk that
will arise as required amortization payments are back-end loaded.

The term loan benefits from typical project finance features such
as a cashflow waterfall of accounts administered by a collateral
agent, an independent director, separateness covenants, no asset
sale provisions, limited additional indebtedness, and a cash
funded six month debt service reserve. In addition to the minimum
1% required amortization typically seen in most Term Loan B
financings, the financing documents required that the greater of
75% of the annual excess cash flow and an amount necessary to
achieve a targeted debt balance be applied to Holdings principal
repayment. The Tracy, Henrietta, and Hanford plants along with
their associated contracts comprise the primary components of the
OpCo collateral package, with the Holdings debt being secured by a
first security interest in the stock of Holdings and, to the
extent not pledged to secure the OpCo debt, the stock of Holdings'
subsidiaries. In Moody's view, refinancing risk is largely
mitigated and recovery prospects are largely enhanced by the
amortizing nature of the OpCo debt fortified by the contractual
nature of the cash flows which extends four year beyond the 2018
maturity of the HoldCo term loan maturity.

The generating facilities consist of one 334 MW, GE 7EA combined
cycle plant (the Tracy facility) and two 98 MW, GE LM 6000 peaking
facilities (the Hanford and Henrietta facilities) . The assets are
located in the San Joaquin Valley region in California. All of the
assets have at least nine years of operating history and will be
run by the existing operational staff pursuant to long-term
operations and maintenance agreements.

The stable rating outlook reflects reliable and predictable cash
flows from PG&E and Moody's expectations of strong operating
performance of the assets.

The rating is unlikely to be revised upward in the near-term.
Substantial reduction in either the OpCo or HoldCo loan that
results in noticeable improvement in credit metrics could lead to
upward rating pressure.

The rating could face downward pressure should the combined cycle
plant face operational difficulty resulting in trapping cash at
the OpCo level or should the offtaker's rating experience a multi-
notch downgrade.

GWF Energy Holdings LLC (Holdings) is a holding company created by
Highstar for the purposes of issuing debt to acquire the
portfolio. The assets are held in Highstar's Fund IV, an
approximately $2 billion fund with a focus on mid-stream and power
sectors. The fund also owns the Star West Generation portfolio
rated Ba3 by Moody's.

The principal methodology used in this rating was Power Generation
Projects published in December 2008.


HMK MATTRESS: Moody's Sas Hurricane Modestly Credit Positive
------------------------------------------------------------
Moody's Investors Service said that Hurricane Sandy will be
slightly credit positive for HMK Mattress Holdings LLC, the
ultimate parent of mattress retailer Sleepy's, LLC (together,
"Sleepy's"), but will have no rating impact. Given the Northeast
and Mid-Atlantic geographic concentration of Sleepy's stores, some
of company's stores may have experienced extended closures,
property and inventory damages, and supply disruptions. "These
negatives will likely be more than offset by increased sales in
the months following the hurricane given that many residents will
need to replace their water-damaged mattresses," stated Marko
Semetko, an Analyst at Moody's.

As reported by the Troubled Company Reporter on June 8, 2012,
Standard & Poor's Ratings Services assigned a 'B-' corporate
credit rating to Hicksville, N.Y.-based HMK Mattress Holdings LLC.
S&P said that the outlook is stable.

Sleepy's, headquartered in Hicksville, NY, is a specialty retailer
of conventional and specialty mattresses, operating over 800
stores in the Northeast and Mid-Atlantic of the United States.
Banners include Sleepy's, Better Bedding, 1800mattress.com, and
Mattress Giant. It also delivers mattresses through its websites.
Additionally, it provides fulfillment services for Internet retail
sites such as Walmart.com, amazon.com, sears.com and sells
wholesale to hotels and colleges. Revenues are over $800 million.


INFUSYSTEM HOLDINGS: To Issue Q3 Financial Results on Nov. 14
-------------------------------------------------------------
InfuSystem Holdings, Inc., will issue results for the third
quarter 2012 on Wednesday, Nov. 14, 2012, following the market
close.

The Company will conduct a conference call for investors on
Thursday, Nov. 15, 2012, at 9:00 a.m. Eastern Time to discuss
third quarter performance and results.  To participate in this
call, please dial in toll-free (888) 895-5479 and use the
confirmation number 33635260.

A replay of the call will be available via the Company's Web site
for 30 days following the call at:

                http://www.infusystem.com/investors

                     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.


INTERCORP RETAIL: Fitch Lifts Issuer Default Rating to 'BB'
-----------------------------------------------------------
Fitch Ratings has upgraded the ratings of Intercorp Retail Inc.
(Intercorp) and Intercorp Retail Trust (IRT) as follows:
Intercorp Retail Inc.'s (Intercorp):

  -- Foreign currency Issuer Default Rating (IDR) to 'BB' from
     'BB-';

  -- Local currency IDR to 'BB' from 'BB-'.

Intercorp Retail Trust (IRT):

  -- Foreign currency IDR to 'BB' from 'BB-';

  -- USD300 million senior guaranteed notes due in 2018 to 'BB'
     from 'BB-'.

IRT, a fully owned subsidiary of Intercorp, is a trust formed
under the laws of the Cayman Islands solely to issue the
guaranteed notes.

Fitch Ratings has also upgraded the ratings of Interproperties
Holding (Interproperties) as follows:

Interproperties:

  -- Foreign currency IDR to 'BB' from 'BB-';

  -- Local currency IDR to 'BB' from 'BB-'.

Interproperties Finance Trust (IFT):

  -- Foreign currency IDR to 'BB' from 'BB-';

  -- Local currency IDR to 'BB' from 'BB-';

  -- USD185 million senior secured notes to 'BB' from 'BB-'.

IFT is a trust constituted under the laws of the Cayman Islands
solely to issue the secured notes.  The notes are structured as if
they were senior secured obligations of Interproperties.

The Rating Outlook for Intercorp, IRT, Interproperties and IFT is
Stable.  The ratings of these companies have been linked through
Fitch's parent and subsidiaries rating criteria.

The upgrades reflect the enhancement of Intercorp's capital
structure and liquidity following a USD460 million initial equity
public offering (IPO) by its subsidiary InRetail Peru Corp.
(InRetail) during October.  Most of the proceeds from this IPO
will be used by Interproperties, which is a real estate subsidiary
of InRetail, to develop shopping centers.  These malls will
provide the real estate platform for Intercorp's supermarket and
retail pharmacy operations to further enhance their strong
business positions.

Supermarket & Pharmacy Retail Segments Main Cash Flow Drivers:

Intercorp's supermarkets and retail pharmacies have strong market
positions and solid brand recognition.  Supermercados Peruanos
(SPSA) represents approximately 50% of Intercorp's consolidated
EBITDA during the LTM ended Sept. 30, 2012, while Inkafarma
accounts for an additional 34%.  These businesses represent the
primary sources of funding for the repayment of the USD300 million
senior guaranteed notes due in 2018 that were issued by IRT.  On a
combined basis, these two business divisions have an adjusted
gross leverage ratio of 4.1x.

SPSA is the second largest supermarket chain in Peru, with an
estimated 35% market share.  As of Sept. 30, 2012, SPSA operated
78 stores throughout the country with a total LTM EBITDA of USD74
million.  It opened 11 of these stores during the past year.
Inkafarma is the leading pharmaceutical retailer in Peru with an
estimated market share of around 45% market. Inkafarma operated
505 stores throughout the country and had an EBITDA of USD49
million during the LTM ended Sept. 30, 2012.  Approximately 90 of
its stores were opened during the last year.

Shopping Center Business's Credit Profile Incorporated:

During August 2012, Intercorp completed a corporate restructuring
that incorporated the shopping center business under its
subsidiary InRetail Real Estate Corp.  This transaction was viewed
as positive for Intercorp's credit quality.  InRetail Real Estate
Corp. has a very strong business position in Peru's shopping
center industry though its ownership stake in 10 shopping centers,
and the management of three shopping centers owned by third-
parties.  These malls provide the company with relatively stable
and predictable cash flows and have low working capital
requirements.  Business risk is lowered by lease revenues that are
predominately fixed in nature and also provide for the pass-
through of ongoing maintenance and operating expenses.

The development of the shopping center business is a central
component in Intercorp's business strategy of expanding its retail
formats.  The expected business growth in Intercorp's retail
operations ensures high occupancy levels for its shopping centers.
As of Sept. 30, 2012, the company maintains approximately 275
thousand square meters of total owned gross leasable area (GLA).
It has an additional 226 thousand GLA under construction with
completion schedules that vary throughout 2013-2014.

Adequate Leverage, Solid Liquidity:

Intercorp's total consolidated adjusted debt was USD682 million as
of June 30, 2012.  The company's total on-balance debt of USD455
million was composed primarily of bank loans, public debt, and
financial leasing, while its off-balance debt of USD227 million
was related to operating lease obligations.  For the last 12
months ended June 30, 2012, Intercorp had a total adjusted debt-
to-EBITDAR ratio of 4.8x.

On a pro-forma basis, considering the IPO plus this corporate
restructuring, the company's gross adjusted and net adjusted
leverage ratios are estimated at 5.6x an 2.5x, respectively.  The
incorporation of the shopping center businesses added
approximately USD30 million of EBITDA and about USD272 million of
additional debt.  About USD350 million of the USD460 million IPO
will be used to fund shopping center expansion activities.


Factors Constraining the Ratings:

Limited geographic diversification, businesses under development,
and competition are credit factors that constrain the ratings.
All of the company's operations are in Peru. Competition is
increasing in the formal retail sector, as key competitors are
also implementing significant capex plans to consolidate their
market positions.  Negatively factored in the ratings are the weak
credit profiles of Intercorp's home improvement, department
stores, and retail-oriented credit card businesses.  Most of these
businesses are still in the development phase and generate either
a low or negative amount of EBITDA.  The cash flow generation from
these businesses relative to Intercorp's consolidated EBITDA is
not expected to materially change during the next 12 months.

Favorable Business Outlook:

Intercorp is expected to continue to benefit from Peru's strong
retail industry fundamentals and further integration of its retail
and real estate operations.  Peru's favorable economic environment
has led to increases in disposable income, which in turn has
boosted retail sales growth.  Low penetration levels support
expectations for continued growth in the formal retail sector,
with Peru's informal market still accounting for 75% to 80% of the
sector, versus approximately 50% on average for the region.
Furthermore, there is a limited supply of gross leasable area
(GLA) in the shopping centers, and, therefore, an inadequate
supply of space to meet the demands of the main retailers.  The
ratings reflect the view that the company will continue to benefit
from the country's positive business environment as the Peruvian
economy is forecasted to post growth rates of 5.8% and 6.2% during
2012 and 2013, respectively, after growing by 6.9% and 8.8% in
2011 and 2010.

Fitch's base case results in consolidated revenue growth rates of
approximately 12% and 22% for Intercorp during 2012 and 2013.
These projections included the shopping centers.  Intercorp's 2013
EBITDA margin is forecast to be about 10%, while its gross
adjusted leverage (Total Adjusted Debt/ EBITDAR)and net adjusted
leverage (Total Adjusted Net Debt/ EBITDAR)ratios are projected to
be approximately 4.5x and 3.7x, respectively, at the end of 2013.

Rating Drivers:

Positive Rating Actions: Intercorp's ratings could be positively
affected by significant improvement in its cash flow generation
and credit metrics.  An upgrade is not likely to occur, however,
until the company completes its capex plan and reverses its
negative free cash flow trends.  Other considerations will include
an improvement in the cash flow generated by its department
stores, home improvement stores, and credit card operations.

Negative Rating Actions: A rating downgrade could be triggered by
a decline in the Peruvian macroeconomic environment in which the
company operates, and/or delays in the execution of the capex
plan.  The ratings incorporated the expectation that the company
will develop its growth strategy organically; M&A activity is not
factored in the ratings.




INTERPUBLIC GROUP: Fitch Rates Perpetual Preferred Stock 'BB+'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BBB' rating to Interpublic Group of
Companies' (IPG) proposed senior unsecured notes issuance due 2017
and 2023.  The proceeds are expected to be used to fund the
redemption of its $200 million 4.75% convertible notes due 2023
and its $600 million 10% senior unsecured notes.

This transaction prefunds 2013 note redemptions.  Fitch recognizes
that the proposed transaction is expected to be leverage neutral
over the next 12 months and will benefit equity shareholder (by
reducing the risk of equity dilution).  The call of the 4.75%
convertible notes will eliminate the potential conversion of the
notes into shares.  The 4.75% notes may be redeemed at par on or
after March 15, 2013, and the 10% notes may be redeemed at 105% of
the principal on or after July 15, 2013.  Initially, pro forma
September 2012 unadjusted gross leverage is expected to be 3 times
(x).  However, Fitch expects leverage to declines over the next 12
months, as the company completes its note redemptions.

IPG will issue the senior notes under the indenture dated March 2,
2012 (and supplemental indentures thereto).  The notes will rank
pari passu with the bank credit facility and the other senior
unsecured notes.

Proposed terms are similar to previously issued senior notes.
Terms include:

  -- A limitation on liens (excluding standard carve-outs), with
     permitted lien basket of up to 15% of consolidated net worth
     (Fitch estimates the basket at approximately $425 million);
  -- An obligation of IPG to repurchase the notes at 101% upon a
     change of control and rating trigger (as defined);
  -- Cross acceleration or payment default on debt greater than
     $50 million.

IPG has guided to positive organic growth in 2012, which
incorporates 2% to 3% in organic headwind due to business losses
in 2011.  The company stated, as of year to date September 2012,
IPG is in a net new business win position.  Fitch expects IPG to
continue to grow its EBITDA margins over time and reach
competitive levels over the next few years.

Fitch views IPG's liquidity as solid, supported by a cash balance
of $1.2 billion.  Fitch believes liquidity would still be
considered sufficient if the cash balance declined to between $500
million and $1 billion.  However, Fitch expects IPG to maintain
sufficient liquidity to handle seasonal working-capital swings.
Fitch calculates free cash flow (FCF) as of the last twelve months
September 2012 at break-even, driven primarily by working capital
swings.

In addition to the $1.2 billion cash balance, IPG's liquidity is
also supported by $984 million of availability under its $1
billion bank credit facility due 2016.  Near-term maturities
(excluding the redemption of the 4.75% convertible notes) include
$350 million in senior notes due 2014.

In late February, IPG announced an additional $300 million share
repurchase authorization and maintained the current dividend
level.  The rating incorporates Fitch's belief that the company
will deploy liquidity, including FCF, towards share repurchases
and acquisitions in a disciplined manner.

The ratings reflect Fitch's expectation that IPG will manage
unadjusted gross leverage at a level around or below 2.5x.  Fitch
calculates LTM September 2012 unadjusted gross leverage at 2.1x.
Total debt at September 2012 was $1.8 billion.  This includes $111
million related to IPG's $221.5 million perpetual preferred stock,
which receive 50% equity credit under Fitch's hybrid criteria.

The ratings also reflect IPG's position in the industry as one of
the largest global advertising holding companies, its diverse
client base, and the company's ample liquidity.  While advertising
is a cyclical industry, Fitch recognizes IPG and its global
advertising agency holding companies (GHC) peers have reduced
exposure to U.S. advertising cycles, by diversifying into
international markets and marketing services businesses.  In
addition, the risk of revenue cyclicality is balanced by the
scalable cost structures of IPG and the other GHCs.

What Could Trigger A Rating Action:

Positive: A public commitment by the company to maintain gross
unadjusted leverage below 2.0x, coupled with peer-level EBITDA
margins, could warrant upgrade consideration.

Negative: Fitch is comfortable with management's willingness and
ability to maintain its 'BBB' rating. However, a change in the
company's posture toward maintaining adequate bondholder
protection over the near and long term could affect the rating
negatively.

Fitch currently rates IPG as follows:

IPG

  -- Issuer Default Rating 'BBB';
  -- Senior unsecured notes (including convertibles) 'BBB';
  -- Bank credit facility 'BBB';
  -- Cumulative convertible perpetual preferred stock 'BB+'.


JOHN HENRY: S&P Affirms 'B' Corporate Credit Rating
---------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on New York-based Multi Packaging Solutions Inc. The
outlook is stable.

"At the same time, we assigned our 'B' issue-level rating to John
Henry Holdings Inc.'s proposed $30 million senior secured
revolving credit facility due 2017 and $330 million term loan B
due 2019 with recovery ratings of '3', indicating our expectation
of a meaningful (50% to 70%) recovery in the event of a payment
default. We also assigned our 'CCC+' issue-level ratings to the
proposed $60 million second-lien term loan due 2020 with recovery
ratings of '6', indicating our expectation for a negligible (0% to
10%) recovery in the event of a payment default," S&P said.

"The company's proposed refinancing includes $420 million in
senior secured facilities, which it will use to repay about $180
million in existing debt, redeem about $173 million in preferred
equity, fund a $37 million dividend, and pay $13 million in fees
and expenses," explained credit analyst Danny Krauss. "Our ratings
on MPS reflect the company's relatively narrow scope of
operations, limited customer and geographic diversity, and
competition from larger and financially stronger companies."

"The stable outlook reflects our expectations that modestly
improving earnings and continued free cash flow generation will
enable the company to maintain adequate liquidity and credit
metrics appropriate for the rating. Our expectations for stable-
to-improving operating performance are based on Standard & Poor's
outlook for continued modest U.S. economic growth in 2013. We also
expect that management will use leverage prudently in its
acquisitive growth strategy," S&P said.

"Based on our scenario forecasts, we could raise the ratings if
organic revenues grow by about 10%, combined with a 200 basis
points improvement in EBITDA margins, leading to the ratio of FFO-
to-total debt rising above15% on a sustainable basis. To consider
a higher rating, we would also need further insight into the
company's very aggressive financial policies, including the
potential for large debt-funded acquisitions or dividends," S&P
said.

"However, we could lower the ratings if free cash flow turns
negative for an extended period of time, causing liquidity to
decline meaningfully. This could occur if EBITDA margins drop more
than 200 basis points from our baseline expectations, along with
some weakness in volume trends. Such a scenario could result in
FFO-to-total debt dropping below 8%. We could also lower the
ratings if financial policy decisions or growth spending result in
debt leverage increasing to above 7x," S&P said.

Rating List

Ratings Affirmed
Multi Packaging Solutions Inc.
Corp Credit Rating                  B/Stable/--

New Ratings
John Henry Holdings Inc.
Senior Secured
$30 mil revolver due 2017           B
Recovery Rating                    3
$330 mil 1st lien term  due 2019    B
Recovery Rating                    3
$60 mil 2nd lien term due 2020      CCC+
  Recovery Rating                   6


JONES LANG: Moody's Assigns '(P)Ba1' Preferred Shelf Rating
-----------------------------------------------------------
Moody's assigned a Baa2 senior unsecured rating to Jones Lang
LaSalle's [NYSE: JLL] proposed senior unsecured bond offering and
affirmed the company's issuer rating at Baa2. Moody's also
assigned the following shelf ratings: senior unsecured at (P)Baa2;
subordinated at (P)Baa3; junior subordinated at (P)Baa3; and,
preferred shelf at (P)Ba1. The rating outlook remains stable.
Jones Lang LaSalle announced on Nov. 6 its plans to issue $250
million unsecured bonds due 2022. The proceeds will be used for
general corporate purposes, including repayment of its bank credit
facility.

Ratings Rationale

According to Moody's, the ratings are based on JLL's sound global
position in the real estate services and investment management
industries, diversified revenue streams, strong cash flow
generation, and moderate levels of debt. The ratings also
recognize the company's partial reliance on transaction-oriented
business lines which are volatile and correlated with economic and
real estate cycles.

The bond, issued by Jones Lang LaSalle Inc., will be effectively
subordinated to all existing and future indebtedness and other
liabilities of their subsidiaries, including its existing bank
facility and deferred business acquisition obligations. Even with
the technical subordination of the bonds to JLL's other debt
obligations, Moody's believes a Baa2 rating is supported by ample
cushion in its bank covenants, low levels of total debt and strong
cash flow generation. Moody's indicated that leverage (Debt to
EBITDA on a trailing-twelve basis) in excess of 2.5X, which would
most likely result from a reduction in cash flow, will place
downward rating pressure on the company's ratings.

Jones Lang LaSalle continues to run its business prudently through
uncertain global market conditions by managing its operating
expenses through its largely variable cost structure. JLL also
continues to reduce its leverage (total debt/trailing 12 month
recurring EBITDA) which declined to 2.2X at 3Q12 from 2.9X at
3Q11, which included the funding of its King Sturge acquisition.

The stable rating outlook reflects Moody's expectation that JLL
will continue to run its business prudently with low debt levels,
sustain debt below 2.0X through market cycles, and maintain
positive free cash flow.

Moody's indicated that a rating upgrade would be supported by
growth in annuity-like businesses closer to 60% of total revenues
on a sustainable basis, as well as stronger market share in JLL's
main business lines. Factors that could result in a downgrade
include materially higher level of ownership interests in its co-
investment activities, another highly leveraged, strategic
transaction that would alter the company's conservative capital
strategy (debt to EBITDA in excess of 2.5X), erosion in market
leadership, or revenue generated from transaction-based businesses
exceeding 60%.

The following rating was assigned with a stable outlook:

  Jones Lang LaSalle Incorporated -- Proposed Senior Unsecured
  Debt at Baa2; Senior Unsecured Debt Shelf at (P)Baa2;
  Subordinated Shelf at (P)Baa3; Junior Subordinated Shelf at
  (P)Baa3; Preferred Stock Shelf at (P)Ba1

The following rating was affirmed with a stable outlook:

  Jones Lang LaSalle Incorporated -- Issuer Rating at Baa2

Moody's last rating action with respect to Jones Lang LaSalle was
on September 27, 2012 when Moody's affirmed the rating at Baa2
with a stable outlook.

Jones Lang LaSalle Incorporated [NYSE: JLL] is a leading global
real estate services and money management firm, serving property
owners, investors and occupiers in more than 1000 locations in 70
countries. At September 30, 2012, Jones Lang LaSalle had $4.1
billion in book assets and $1.9 billion in book equity.

Jones Lang LaSalle's rating was assigned by evaluating factors
Moody's believes are relevant to the credit profile of the issuer,
such as i) the business risk and competitive position of the
company, ii) the capital structure and financial risk of the
company, iii) the projected performance of the company over the
near to intermediate term, and iv) management's track record and
tolerance for risk. These attributes were compared against other
issuers both within and outside of Jones Lang LaSalle's core
industry and the company's ratings are believed to be comparable
to those of other issuers of similar credit risk.


LAKELAND DEVELOPMENT: To Use Cash Collateral to Pay Legal Fees
--------------------------------------------------------------
Lakeland Development Company asks the Bankruptcy Court for
permission to use cash which may be collateral of 12345 Lakeland
LLC to pay the approved fees and costs of Richard T. Baum and
Glickfeld Fields & Jacobson.

12345 Lakeland LLC has expressed its non-consent to the use of the
cash collateral for the payment of professional fees and costs
incurred in connection with the bankruptcy.

As of Sept. 30, 2012, the Debtor had cash of $570,179 in the bank.
This is more than double the amount the Debtor projected in May
that it would have on hand on Aug. 24, 2012, and twice the amount
that the Debtor projected it would have on hand on Sept. 30, 2012.
The Debtor's budget set aside $120,960 for administrative costs
through Sept. 30, 2012, and the fee applications, if approved and
full payment is directed, seek payment of $113,912, or less than
the budgeted amount.  Even after this payment, the Debtor said it
has $166,341 more than it projected it would have on hand in
seeking use of cash collateral.

The Debtor contends that the increased amount of cash which it
holds over projections provides 12345 Lakeland LLC with adequate
protection of its interests.  Notwithstanding the foregoing, the
Debtor does not concede that 12345 Lakeland LLC has any interest
in its cash since the cash is not the product of rents, issues or
profits derived from use of the land upon which 12345 Lakeland LLC
has a security interest.

The hearing on the Debtor's request is scheduled for Nov. 14,
2012, at 10:00 a.m.

                     About Lakeland Development

Santa Fe Springs, California-based Lakeland Development Company is
a privately held subsidiary in a family of companies headed by
Energy Merchant Corp.  Lakeland owns the real property located at
12345 Lakeland Road, Santa Fe Springs, California.  The real
property is composed of 10 parcels totaling roughly 55 acres.

Lakeland filed a Chapter 11 petition (Bankr. C.D. Calif. Case No.
12-25842) in Los Angeles on May 4, 2012.  Judge Richard M. Neiter
presides over the case.  Lawrence M. Jacobson, Esq., at Glickfeld,
Fields & Jacobson LLP, and The Law Offices of Richard T. Baum,
Esq., serve as the Debtor's counsel.  The petition was signed by
Michael Egner, chief financial officer.


LAST MILE: Can Access $10MM DIP Loan From GLC Leveraged Capital
---------------------------------------------------------------
The Bankruptcy Court has authorized Last Mile Inc. to borrow up to
$10,000,000 under DIP financing agreements with GLC Leveraged
Capital Advisors, LLC.

The proceeds of the DIP Facility will be used, in each case in a
manner consistent with the terms and conditions of the DIP
Financing Agreement, and in accordance with the Budget solely (a)
to pay off debt to a prior lender, (b) for working capital and
general corporate purposes, and (c) for payment of costs of
administration of the bankruptcy case.

                          About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Kenneth A. Rosen, Esq., Jeffrey A. Kramer, Esq., and
Thomas A. Pitta, Esq., at Lowenstein Sandler PC, in New York,
represent the Debtor as counsel.  In its schedules, the Debtor
disclosed $11,757,058 in assets and $23,300,655 in liabilities.

Tracy Hope Davis, the United States Trustee for Region 2, pursuant
to 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured
creditors to serve on the Official Committee of Unsecured
Creditors of Last Mile Inc., aka Sting Communications.  Halperin
Battaglia Raicht, LLP, serves as counsel for the Committee.


LDK SOLAR: Names New CEO, Appoints 5 Additional Directors
---------------------------------------------------------
LDK Solar Co., Ltd., said that Xingxue Tong has been appointed
Chief Executive Officer of LDK Solar, effective immediately.
Xiaofeng Peng will continue to serve as Chairman of the Board of
the Company.  Mr. Tong currently serves as President, Chief
Operating Officer and a director of LDK Solar.

"In light of the continued challenging environment for solar
companies, I have determined that I can best serve the company by
focusing my time on guiding LDK Solar's strategic direction and
developing partner and other key relationships," stated Xiaofeng
Peng, Chairman of LDK Solar.  "I am confident that during his
tenure at LDK Solar, Xingxue has developed in-depth operational
expertise that will be valuable in the role of CEO and will ensure
a smooth transition.  We believe that by separating the roles of
the Chairman and CEO, along with adding additional highly
experienced members to the Board, we will enhance our corporate
governance and better position the Company."

"I am pleased to assume the role of CEO and look forward to
working with Chairman Peng and the team on navigating the near-
term industry challenges while continuing to build a foundation
for growth for LDK Solar," said Xingxue Tong, President and CEO of
LDK Solar.

Mr. Tong joined LDK Solar in January 2007.  Mr. Tong has over 15
years of experience in managing operations of companies in the
solar industry, and is a senior engineer at the professor level.
Prior to joining LDK Solar, Mr. Tong served as general manager for
south-east Asia business development at GT Solar in the United
States.  He was the executive president of commerce at CSI in 2004
and served as vice general manager of an affiliate of Tianwei
Yingli from 1999 to 2004.  Mr. Tong received an executive Master
of Business Administration degree from the Cheung Kong Graduate
School of Business in 2011, a diploma in industrial economic
management from Renmin University of China in 1988 and a diploma
in English from Hebei University in 1998.

The Company also announced the appointment of Mr. Ceng Wang, Mr.
Shian Wu, Mr. Zhibin Liu, Mr. Hongjiang Yao and Mr. Xuezhi Liu to
its board of directors.  The board of directors has designated Mr.
Wang and Mr. Wu independent directors.

The nominating and corporate governance committees of the board of
directors of LDK Solar consist of the following four directors:
Dr. Maurice Ngai, Dr. Junwu Liang, Mr. Xiaofeng Peng, and Mr.
Zhibin Liu.

There is no change to the composition of the audit committee and
compensation committee of the board of directors of LDK Solar.

Mr. Ceng Wang currently serves as the chief strategic advisor of
China Shenfei Group, with extensive experience in corporate
restructuring, merger and acquisition and investment and
financing.  Prior to that, Mr. Wang served as the president and
CEO of China Shenfei Group from April 2010 to March 2012.  Mr.
Wang has held various management positions at Pudong Development
Bank and Bank of China.  Mr. Wang has also served as the financial
consultant of the People's Government of Xinyu, Jiangxi since
November 2010.  In addition, he has provided training services to
the senior management of various foreign commercial banks based in
China, and served as an industry expert and project consultant to
foreign investment banks.

Mr. Shian Wu currently serves as the president of Jiangxi Yuzhou
Scientific and Technological Institute.  In addition, Mr. Wu has
been teaching at Jiangxi University of Finance and Economics since
1982, when he graduated from the school with a bachelor's degree
in trading and economics.  Since 1993, he has received a special
government allowance from the PRC State Council and was awarded an
honorary doctorate degree by the New York Institute of Technology
in 2005.  Mr. Wu is also member of the Standing Committee of the
People's Congress of Jiangxi Province, a vice chairman of the
Education, Science, Culture and Health Committee of the People's
Congress of Jiangxi Province, a second grade professor and a
doctoral supervisor of Jiangxi University of Finance and
Economics.

Mr. Zhibin Liu has served as the chairman of the board and the
general manager of Xinyu State-owned Asset Management Co., Ltd.,
since April 2007.  He received a college degree from Yichun Normal
College with a major in Chinese language and literature in 1981
and a bachelor's degree from Party School of the Central Committee
of C. P. C. with a major in economics and management.

Mr. Hongjiang Yao has served as the board secretary of Xinyu Iron
& Steel Joint Stock Company since February 2008.  Prior to that,
he served as the general manager of Xinhua Joint Stock Company
from January 2000 to February 2009.  Mr. Yao received a bachelor's
degree from Beijing Institute of Steel and Iron with a major in
steel rolling, and a graduate degree from Huazhong University of
Science and Technology with a major in management science.

Mr. Xuezhi Liu currently serves as the vice president of Hi-tech
Wealth Investment and Developing Co., Ltd.  Prior to that, he was
the general manager of Hainan Prefecture Hi-tech Wealth
Photovoltaic Electricity Co., Ltd., from April 2011 to March 2012
and the general manager of Zhongheng Technology (Tangshan)
Caofeidian Co., Ltd., from September 2009 to April 2011. Mr.
Xuezhi also served as the general manager of Tangshan Sub-branch
of Huatai Property and Casualty Insurance Joint Stock Co., Ltd.
from August 2006 to September 2009.  He received a bachelor's
degree from Chengdu Institute of Telecommunication Engineering
with a major in electrical machinery.

Mr. Xiaofeng Peng, Chairman of LDK Solar, expressed his warmest
welcome to the new members of the LDK Solar Board.  "LDK Solar's
newest board members are esteemed professionals with broad
experience in finance and technology.  We are pleased to have them
serve on our Company's Board and believe that their collective
experiences will strengthen the board by providing a more balanced
composition and hence, valuable insight and guidance from a wider
perspective," Mr. Peng said.

                          About LDK Solar

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

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

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

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


LON MORRIS: Jacksonville Wants to Recover Rodeo Arena
-----------------------------------------------------
Katy Stech, writing for Dow Jones' Daily Bankruptcy Review,
reports that officials of Jacksonville, Texas, are seeking to take
back the rodeo arena adjacent to Lon Morris College, which was
deeded to the college in 2009.

The report notes Jacksonville leaders are trying to make sure the
rodeo grounds are not being sold as part of the sale of the
college's assets.  According to the report, letting the college's
bankruptcy attorneys sell the arena to a stranger has folks
worried that they could lose access the spot that's hosted the
annual Tops in Texas Rodeo, the treasured Texas pastime.

The report relates city officials point to fine print in the 2009
deal that says if the college gives away the arena before spending
at least $250,000 on improvements, the city can take it back.
City manager Mo Raissi said that Lon Morris officials never
enclosed the arena with a roof like they promised.

                     About Lon Morris College

Lon Morris College was founded in 1854 as a not-for-profit
religiously affiliated two-year degree granting institution.  Over
the past 158 years, the College has impacted the lives of
countless members of the local Jacksonville community in Texas.

Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough
endowments to pay teachers, vendors and creditors.  In May 2012,
the Debtor missed two payrolls and vendor payables, utilities, and
long term debt were also past due.  From a headcount of 1,070 in
2010, enrolments have been down to 547 in 2012.  The president of
the College has resigned, as have members of the board of
trustees.

Judge Bill Parker oversees the case.  Bridgepoint Consulting LLC's
Dawn Ragan took over management of the College as chief
restructuring officer.  Attorneys at Webb and Associates, and
McKool Smith P.C., serve as counsel to the Debtor.  Capstone
Partners serves as financial advisor.

According to its books, on April 30, 2012, the College had roughly
$35 million in assets, including $11 million in endowments and
restricted funds, and $18 million in funded debt and $2 million in
trade and other liabilities.  The Debtor disclosed $29,957,488 in
assets and $15,999,058 in liabilities as of the Chapter 11 filing.

Amegy Bank is represented in the case by James Matthew Vaughn,
Esq., at Porter Hedges LLP.


LOWER BUCKS: Plans to Close Cardiac Rehabilitation Unit
-------------------------------------------------------
Jo Ciavaglia at Phillyburbs.com reports that Lower Bucks
Hospital's top executive has confirmed that the hospital will
close its cardiac rehabilitation unit by the end of the month and
said more changes involving patient services are likely.

The report relates redevelopment authority Director Robert White
said the elimination of services doesn't violate the
lease/purchase agreement between Prime Healthcare Services and the
Bucks County Redevelopment Authority, because that document
doesn't dictate how the for-profit Prime runs the hospital.

The report notes Prime leases the hospital building and property,
which is owned by the redevelopment authority.

According to the report, under a separate asset purchase
agreement, the California-based hospital chain is only required to
continue operating Lower Bucks Hospital as a community hospital
with an "open and accessible" emergency department for at least
five years, Mr. White said.

The report notes the closure of the cardiac rehab unit is expected
to impact three employees, who might be able to transfer to other
positions, Lower Bucks Hospital CEO Peter Adamo said.  The news
closure follows Thursday's announcement that 30 hospital employees
were being laid off.

The report relates Mr. Adamo said every area of the hospital is
under scrutiny for potential savings, cuts or elimination, and
low-volume and expensive services that patients can find elsewhere
-- such as open heart surgery -- could be eliminated.

Lower Bucks Hospital is a non-profit hospital based in Bristol,
Pennsylvania.  The Hospital is licensed to operate 183 beds.
Together with affiliates Advanced Primary Care Physicians and
Lower Bucks Health Enterprises, Inc., Lower Bucks owns a 36-acre
campus with several medical facilities.  The Hospital's emergency
room serves 30,000 patients annually.  For the fiscal year ending
June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Pa. Case No. 10-10239) on Jan. 13, 2010.  The Hospital's
affiliates -- Lower Bucks Health Enterprises, Inc, and Advanced
Primary Care Physicians -- also filed Chapter 11 petitions.
Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP,
in Philadelphia, assist the Hospital in its restructuring effort.
Donlin, Recano & Company, Inc., is the Hospital's claims and
notice agent.  The Debtors tapped Zelenkofske Axelrod LLC for tax
preparation services.  The Hospital estimated assets and
liabilities at $50 million to $100 million.

Regina Stango Kelbon, Esq., at Blank Rome LLP, in Philadelphia,
represents the Official Committee of Unsecured Creditors as
counsel.

The Bankruptcy Court confirmed the hospital operator's Chapter 11
plan in December 2011.  It emerged from bankruptcy in January
2012.  The Plan is centered around a settlement of the litigation
between LBH and The Bank of New York Mellon Trust Company, N.A.,
as bond trustee, regarding several issues, including whether the
Bond Trustee, on behalf of the holders of bonds, holds a secured
claim against LBH, as opposed to a claim that is secured.  General
unsecured creditors were to realize 18.5% recovery; bondholders
were to get 35% recovery.


LUDLOW GARAGE: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: Ludlow Garage, LLC
        6530 Hudson Parkway
        Cincinnati, OH 45213

Bankruptcy Case No.: 12-15863

Chapter 11 Petition Date: October 31, 2012

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

Judge: Burton Perlman

Debtor's Counsel: David A. Kruer, Esq.
                  DAVID KRUER & COMPANY, LLC
                  118 West Fifth Street, Suite E
                  Covington, KY 41011
                  Tel: (859) 291-7213
                  Fax: (859) 291-6513
                  E-mail: dkandco@fuse.net

Scheduled Assets: $1,576,770

Scheduled Liabilities: $1,007,701

A copy of the Company's list of its four unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ohsb12-15863.pdf

The petition was signed by Jack I. Brand, authorized member.


MDU COMMUNICATIONS: Two New Directors Appointed to Board
--------------------------------------------------------
Mr. John Edward "Ted" Boyle and Mr. Gregory L. Osborn, CPA, have
joined the Board of Directors of MDU Communications International,
Inc., effective Nov. 1, 2012.

Mr. Boyle has been nominated by the Board for a one-year term
subject to stockholder election at the Company's next Annual
General Meeting. Mr. Boyle previously served as a Company director
from 2000 through 2011 and as chairman from 2008 to 2011.

Mr. Boyle currently consults with several media companies
including RR Enterprises, the subscriber management system
developer, which he currently serves as CMO.  From 2008 to 2010
Mr. Boyle managed the marketing and sales of triple play services
at Summit Broadband in Orlando, Florida.  From 2006 to 2008, Mr.
Boyle oversaw the launch of cable VoIP telephony at Cable Bahamas
in Nassau.  From 2002 until 2006 he worked for 180 Connect Inc.,
North America's largest cable and satellite installation and
service contractor, and was the president of their $50M per annum
cable division.  From 1998 to 2001 he was the President and CEO of
Multivision (Pvt.) Ltd., the MMDS wireless cable television
provider for Sri Lanka.  From 1996 to 1997 Mr. Boyle was the
President and CEO of PowerTel TV, a Toronto based digital wireless
cable company.  As founding President and CEO of ExpressVu Inc.
(1994-1996), Mr. Boyle was responsible for taking Canada's first
Direct-to-Home satellite service from inception to launch.  Prior
to 1994, Mr. Boyle held executive positions with Tee-Comm
Electronics, Regional Cablesystems and Canadian Satellite
Communications (Cancom).  In addition to the Company, he currently
sits on the Board of Asian Television Network (SAT-TSX-V).

Mr. Osborn has been nominated by the Board for a one-year term
subject to stockholder election at the Company's next Annual
General Meeting.

Mr. Osborn is a certified public accountant and has served as
Chief Financial Officer of Video Display Corporation since 2007,
where he also sits as a director.  Prior to joining Video Display
Corporation he was involved in the mattress industry in various
capacities including controller and CFO.  Mr. Osborne is a
graduate of Georgia State University with a B.B.A. in accounting
and holds a Masters of Business Administration from the University
of New Orleans.  As referenced in a Schedule 13D filed with the
Securities and Exchange Commission on Sept. 11, 2012, Video
Display Corporation, along with Ronald Ordway, its Chairman and
Chief Executive Officer, and Jonathan Ordway, own or beneficially
control 33% of the outstanding voting stock of the Company.  Due
to Mr. Osborne's involvement as an officer and director of Video
Display Corporation, Mr. Osborne will not be considered an
independent director of the Company.

On Sept. 11, 2012, Ronald Ordway, Jonathan Ordway, Templar
Alliance Fund, LLC, and Ken Baritz, holders of approximately 36%
of the Company's outstanding voting stock, notified the Company of
their request that a Special Stockholder Meeting be held to remove
Richard Newman from the Board of Directors of the Company and of
their request that the Board nominate Ken Baritz to fulfill
Newman's remaining term on the Board.  Subsequent discussions with
Mr. Ronald Ordway resulted in his agreement to not oppose Mr.
Newman's continued service on the Board if the Board offered seats
to Mr. Boyle and Mr. Osborne.

With the addition of Mr. Boyle and Mr. Osborne to the Company's
Board of Directors, Mr. Ordway has agreed to drop his position of
requesting that a Special Stockholders Meeting be held and will
rely of the Board of Directors to do what is best in the interest
of Company stockholders going forward, including the proposed
merger with Multiband Corporation.

                             About MDU

Totowa, New Jersey-based MDU Communications International, Inc.,
is a national provider of digital satellite television, high-speed
Internet, digital voice and other information and communication
services to residents living in the United States multi-dwelling
unit ("MDU") market - estimated to include 26 million residences.

The Company's balance sheet at June 30, 2012, showed $21.2 million
in total assets, $33.2 million in total liabilities, and a
stockholders' deficit of $12.0 million.

"Our ability to continue to operate our business is substantially
dependent on our ability to raise additional capital in the near
term," the Company said in its quarterly report for the period
ended June 30, 2012.  "We are actively pursuing a number of
possible funding options, but there can be no assurance that these
efforts will be successful.  Our expected continued losses from
operations and the uncertainty about our ability to obtain
sufficient additional capital raise substantial doubt about our
ability to continue as a going concern."


MECHANICAL PIPE: Files for Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
AMM.com reports that Mechanical Pipe & Supply LP has filed for
Chapter 11 protection, listing metals and pipe suppliers among its
biggest unsecured creditors.  The Company estimated assets of
between $500,000 and $1 million, and liabilities of between
$1 million and $10 million.

Mechanical Pipe and Supply -- http://www.mechanicalpipe.com/--
provides PVF and industrial supplies.


METROPOLITAN HEALTH: S&P Puts 'B+' Counterparty Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' counterparty
credit rating on Metropolitan Health Networks Inc. (MDF) on
CreditWatch with positive implications. "At the same time, we
placed our 'BB-' senior secured debt rating on the company's
first-lien term loan and revolver and the 'B-' senior secured
debt rating on its second-lien term loan on CreditWatch with
positive implications," S&P said.

"The CreditWatch placement reflects MDF's anticipated acquisition
by a higher-rated entity, Humana Inc. (BBB/Positive/--), which
will likely result in a three-notch or greater upgrade once the
deal closes, depending on our application of our group methodology
criteria," said Standard & Poor's credit analyst Neal Freedman.
"We generally view acquisitions as no more than strategically
important, rather than core, within a new organization at least
during the first year or two after the acquired company is
operating in the group."

"We will likely upgrade the rating upon deal closing, which we
expect by the end of first-quarter 2013. In the meantime, we will
continue to monitor MDF's financial condition, as well as discuss
MDF's strategic group status with Humana's management team," S&P
said.

Ratings List

CreditWatch Action
                                     To                  From
Metropolitan Health Networks Inc.
Counterparty Credit Rating          B+/Watch Positive   B+/Stable

CreditWatch Action; Recovery Ratings Unchanged
                                     To                  From
Metropolitan Health Networks Inc.
Sr sec 1st-lien term loan           BB-/Watch Positive  BB-
  Recovery Rating                    2
Sr sec 2nd-lien ln                  B-/Watch Positive   B-
  Recovery Rating                    6


MINOR FAMILY: Court Thwarts Bid for Chapter 7 Conversion
--------------------------------------------------------
Bryan Mckenzie at The Daily Progress reported that a federal
bankruptcy judge last month thwarted a move by creditors to
convert a Chapter 11 reorganization of Halsey Minor's Landmark
Hotel into a Chapter 7 asset liquidation.

According to the report, representatives of general contractor
Clancy & Theys Construction Co. told Bankruptcy Judge William E.
Anderson that $6.25-million auction sale of the hotel to Atlanta
developer John Dewberry in June means that Minor no longer has a
business to reorganize.  Clancy & Theys holds a mechanic's lien of
more than $2 million on the hotel's skeletal structure.

The report said the creditors argued that moving the Minor Family
Hotel and Landmark bankruptcy into liquidation would hasten the
end of the court case and allow fair discovery and distribution of
other company assets through a federal bankruptcy trustee.

According to the report, financier Specialty Finance Group, which
has a claim of more than $13 million against Minor Family Hotels
for the Landmark, argued along with Minor's representative that
the case should remain a reorganization.

The report noted the June sale of the Landmark to Mr. Dewberry and
his Atlanta-based Deerfield Square Associates II, LLC is perhaps
the brightest spot since the March 2008 groundbreaking on the 100-
room, nine-story, $30-million hotel.  The hotel still looms
unfinished over downtown.

According to the report, Mr. Dewberry said construction is on hold
until his company finishes a South Carolina project.  The Landmark
likely will feature a European flavor of understated luxury as
opposed to opulence.

                       About Minor Family

Charlottesville, Virginia-based Minor Family Hotels, LLC, is the
owner of the Landmark Hotel project in downtown Charlottesville,
Virginia.  Minor Family filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Va. Case No. 10-62543) on September 1, 2010.
Benjamin Webb King, Esq., at Woods Rogers Hazlegrove, serves as
bankruptcy counsel.  Minor Family estimated assets and debts at
$10 million to $50 million in its Chapter 11 petition.

Minor Family Hotels filed for Chapter 11 protection to resolve
"burdensome" lawsuits that have delayed the hotel's construction.
Eight lawsuits have been filed in connection with the project.


MMM SO GOOD: Owner of Sweet and Savory Restaurant Files Chapter 11
------------------------------------------------------------------
Liz Biro, writing for Greater Wilmington Business Journal, reports
that Mmm So Good Ltd., owner of Sweet and Savory restaurant and
its new sister unit, The Pub at Sweet and Savory, filed for
Chapter 11 bankruptcy on Oct. 29, but the owner emphasized the
businesses are not closing.

According to the report, Shapiro's Mmm's voluntary petition listed
50-99 creditors owed between $1 million and $10 million.
Creditors holding Mmm So Good's 20 largest unsecured claims are
owed $1,021,490, while company assets total $100,000 to $500,000.

The report notes Robert Shapiro, the owner, described the filing
as a way to restructure debt acquired via development of The Pub
at Sweet and Savory, which opened in August at the former Kefi,
2012 Eastwood Road, next door to the original Sweet 'n' Savory,
1611 Pavilion Place.

The report relates Pub construction went over budget, and the
restaurant opened behind schedule.  Collateral-strapped Mmm So
Good did not qualify for a bank loan.

The report adds Mr. Shapiro's Mmm is the second Wilmington
restaurant to file for Chapter 11 bankruptcy protection in recent
weeks.  Surf's Bar and Grille, located at 5500 Market St., Suite
100 in the Promenade at North Market Shopping Center, filed for
bankruptcy on Oct. 25 to restructure back taxes it owed the state.


MPG OFFICE: Reports $95 Million Net Income in Third Quarter
-----------------------------------------------------------
MPG Office Trust, Inc., reported net income of $95 million on
$67.67 million of total revenue for the three months ended
Sept. 30, 2012, compared with net income of $30.36 million on
$73.04 million of total revenue for the same period during the
prior year.

The Company reported net income of $185.64 million on
$213.41 million of total revenue for the nine months ended Sept.
30, 2012, compared with net income of $129.05 million on
$215.64 million of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$1.86 billion in total assets, $2.59 billion in total liabilities
and $729.16 million total deficit.

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

                        http://is.gd/taIOR9

                      About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market.  MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.

The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow.  The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.

The Company reported net income of $98.22 million in 2011,
compared with a net loss of $197.93 million in 2010.


MUNCIE PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Muncie Properties, LLC
        502 E. Adams Street
        Muncie, IN 47305

Bankruptcy Case No.: 12-12958

Chapter 11 Petition Date: October 31, 2012

Court: U.S. Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch, III

Debtor's Counsel: Jeffrey M. Hester, Esq.
                  TUCKER HESTER, LLC
                  429 N. Pennsylvania Street, Suite 100
                  Indianapolis, IN 46204-1816
                  Tel: (317) 833-3030
                  Fax: (317) 833-3031
                  E-mail: jeff@tucker-hester.com

Scheduled Assets: $81,737

Scheduled Liabilities: $1,938,390

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/insb12-12958.pdf

The petition was signed by Scott Stonebraker, single member.


NEW ENGLAND BUILDING: Files Modification to Second Amended Plan
---------------------------------------------------------------
New England Building Materials LLC has filed with the Bankruptcy
Court a First Modification of its Second Amended Plan of
Reorganization dated Sept. 24, 2012.

Under the first modification filed Oct. 29, 2012, in full and
final satisfaction of the Allowed Secured Claim in Class Five, the
Debtor will restate and reaffirm its obligations to GSB under the
applicable note and mortgage, and will continue to make payments
on the same pursuant to the terms of the promissory note.  The
Class Five Claim will retain all security which currently secures
the Class Five Claim, and the promissory note will be secured by a
first priority mortgage in a certain condominium unit located in
Old Orchard Beach Maine and owned by the Debtor, such first
priority mortgage to be and remain subject only to any and all
liens held by the Town of Old Orchard Beach, Maine, securing
payment of real estate taxes lawfully assessed on or with respect
to such security.  The Class Five Claim is unimpaired under the
Plan and the holder of such Claim is not entitled to vote as a
class to accept or reject this Plan.

In full and final satisfaction of all Allowed Claims in Class 7,
the holders of the Allowed Claims will receive these payments:

    (a) The Debtor will pay $300,000 to the Liquidating Trust on
        the Effective Date.  The Initial Payment will be made by
        wire transfer of immediately available funds. The Initial
        Payment is not subject to reduction.

    (b) The Debtor will assign and transfer to the Liquidating
        Trust all of the Chapter 5 Causes of Action.  The
        Liquidating Trust will hold and administer the same, and
        will, in the discretion of the Liquidating Trustee, cause
        the same to be liquidated and will apply and disburse net
        proceeds thereof in accordance with the terms of the
        Liquidating Trust.

    (c) After the Confirmation Date, the Debtor will remit to the
        Liquidating Trust, on a monthly basis, 100%, but not more
        than $200,000 in the aggregate, of all amounts of cash
        received by the Debtor during the Remittance Period on
        account of and with respect to the liquidation and
        collection of accounts receivable of the Debtor generated
        by the Debtor's retail building supply business.

    (d) The Debtor will be obligated to pay and remit to the
        Liquidating Trust, during the Remittance Period, the
        aggregate sum of $200,000, and the Debtor will cause
        Pleasant River Lumber Company, an affiliate of Olim, and
        United Ventures, jointly and severally, to guaranty the
        payment and remittance.

    (e) At any time within ten business days following the
        Confirmation Date, the Committee will be entitled to
        propose, and to submit for approval by the Bankruptcy
        Court, upon appropriate notice and hearing, an alternative
        to the form of Liquidating Trust Agreement.

    (f) The Debtor will execute and deliver documents and
        agreements as will be necessary or appropriate in order to
        effectuate the terms of this Plan, and will be reasonably
        satisfactory to the Debtor, the Committee, the Liquidating
        Trust, and all other parties in interest.

                    About New England Building

Based in Sanford, Maine, New England Building Materials LLC,
fka Lavalley Lumber Company LLC and Poole Brothers, filed for
Chapter 11 bankruptcy (Bankr. D. Maine Case No. 12-20109) on
Feb. 14, 2012.  New England Building Materials is engaged in the
business of manufacturing and selling, at wholesale, Eastern White
Pine lumber and related products.  It was also engaged in the
business of selling lumber products at retail, through outlets in
Maine and Massachusetts, although, as of the bankruptcy filing
date, it has made the determination to cease retail activities.

Chief Judge James B. Haines Jr. presides over the case.  The
Debtor has obtained approval to hire Marcus, Clegg & Mistretta,
P.A., as counsel, and Windsor Associates as financial consultant.
The Official Committee of Unsecured Creditors has obtained
approval to retain Bernstein, Shur, Sawyer, and Nelson, P.A. as
counsel and Spinglass Management Group, LLC as a financial
consultant.

In its petition, the Debtor estimated $10 million to $50 million
in assets and debts.  The petition was signed by Richard I.
Thompson, chief financial officer.

William K. Harrington, the United States Trustee for the District
of Maine, appointed seven creditors to serve on the Official
Committee of Unsecured Creditors.


NEXTWAVE WIRELESS: Incurs $55.6 Million Net Loss in 3rd Quarter
---------------------------------------------------------------
Nextwave Wireless Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $55.59 million for the three months ended Sept. 29, 2012,
compared with a net loss of $69.45 million for the three months
ended Oct. 1, 2011.

The Company reported a net loss of $131.87 million for the nine
months ended Sept. 29, 2012, compared with a net loss of
$195.84 million for the nine months ended Oct. 1, 2012.

The Company's balance sheet at Sept. 29, 2012, showed
$444.13 million in total assets, $1.25 billion in total
liabilities, and a $808.66 million total stockholders' deficit.

                        Bankruptcy Warning

As of Sept. 9, 2012, the aggregate principal amount of the
Company's secured indebtedness was $1,146 million.  This amount
includes the Company's Senior Notes with an aggregate principal
amount of $153.4 million, the Company's Second Lien Notes with an
aggregate principal amount of $215.7 million and the Company's
NextWave and HoldCo Third Lien Notes with aggregate principal
amounts of $331.4 million and $445.5 million, respectively.  The
Company's current cash reserves are not sufficient to meet its
payment obligations under its Senior Notes, Second Lien Notes,
NextWave Third Lien Notes and HoldCo Third Lien Notes at their
current maturity dates.  Additionally, in the event of any
termination of the Merger Agreement, the Company will not be able
to consummate the sale of its wireless spectrum assets yielding
sufficient proceeds to retire this indebtedness at their currently
scheduled maturity dates.

"If we are unable to further extend the maturity of our Notes, or
identify and successfully implement alternative financing to repay
the Notes, the holders of our Notes could proceed against the
assets pledged to collateralize these obligations in the event the
Merger Agreement is terminated and our forbearance agreement
expires.  These conditions raise substantial doubt about our
ability to continue as a going concern.  Insufficient capital to
repay our debt at maturity would significantly restrict our
ability to operate and could cause us to seek relief through a
filing in the United States Bankruptcy Court," the Company said in
its quarterly report for the period ended Sept. 29, 2012.

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

                        http://is.gd/omqzuz

                      About Nextwave Wireless

NextWave Wireless Inc. (PINK: WAVE) is a holding company for
a significant wireless spectrum portfolio.  Its continuing
operations are focused on the management of its wireless spectrum
interests.  Total domestic spectrum holdings consist of
approximately 3.9 billion MHz POPs.  Its international spectrum
included in continuing operations include 2.3 GHz licenses in
Canada with 15 million POPs covered by 30 MHz of spectrum.

In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2011, Ernst & Young, said, "The
Company has incurred recurring operating losses and has a working
capital deficiency, primarily comprised of the current portion of
long term obligations of $142.0 million at Dec. 31, 2011, that
is associated with the maturity dates of its debt.  The Company
currently does not have the ability to repay this debt at
maturity.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern."


NORTHWEST PARTNERS: Hearing on Turnover Motion Reset to Jan. 16
---------------------------------------------------------------
Northwest Partners and Fannie Mae have agreed to continue the
hearing on Fannie Mae's motion for turnover or sequestration of
its cash collateral to Jan. 16, 2013, at 2:00 p.m.

As reported by the Troubled Company Reporter on Aug. 22, 2012,
Fannie Mae asked the Bankruptcy Court to order the turnover or
sequestration of its cash collateral presently held in Northwest
Partners' attorney's trust account.  Fannie Mae alleged that,
after receiving default letters, the Debtor transferred $60,000 of
the rents generated by the property to the Debtor's attorney in
violation of the loan documents.  Fannie Mae said its lien remains
attached to the $60,000 and, as such, those funds are Fannie Mae's
cash collateral.

                     About Northwest Partners

Northwest Partners owns the 268-unit Austin Crest Apartment in
Northwest Reno, Nevada.  It filed for Chapter 11 bankruptcy
(Bankr. D. Nev. Case No. 11-53528) on Nov. 17, 2011.  Judge Bruce
T. Beesley oversees the case.  The Debtor scheduled $13,513,361 in
assets and $14,135,158 in liabilities.  The petition was signed by
Robert F. Nielsen, president of IDN I, the Debtor's general
partner.

Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno,
Nev., represents the Debtor as counsel.  Attorneys at Snell &
Wilmer L.L.P., in Las Vegas, Nev., represent Fannie Mae as
counsel.


OCEAN PACIFIC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Ocean Pacific Development LLC
        19920 Highway 99, Suite E
        Lynnwood, WA 98036

Bankruptcy Case No.: 12-21050

Chapter 11 Petition Date: October 31, 2012

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

Judge: Karen A. Overstreet

Debtor's Counsel: Scott Peterson, Esq.
                  P.O. Box 911
                  Conway, WA 98238-0901
                  Tel: (206) 391-0372

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

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

The Company did not file a list of creditors together with its
petition.

The petition was signed by Paul Opie, manager.


ODYSSEY DIVERSIFIED: Has Interim Access to Cash Collateral
----------------------------------------------------------
Judge Catherine Peek McEwen has authorized Odyssey Diversified VI,
LLC, Odyssey Diversified VII, LLC, and Odyssey Diversified IX,
LLC, to access cash collateral, on an interim basis, including
cash deposit accounts and accounts receivable in accordance with
the budgets, so long as the aggregate of all expenses each week do
not exceed the amount in the budget by more than 10% on a
cumulative basis.

Any payment by the Debtors in excess of the Budget and the
Variance permitted in the Court's Order will constitute a default.
Upon such default, any party in interest will be entitled to seek
emergency relief from the Court to prohibit the further use of
Cash Collateral.

Odyssey Diversified VI, LLC, Odyssey Diversified VII, LLC, and
Odyssey Diversified IX, LLC, sought Chapter 11 protection (Bankr.
M.D. Fla. Case Nos. 12-12323 to 12-12325) on Aug. 10, 2012, in
Tampa, Florida.  Edward J. Peterson. Esq., at Tampa, Florida,
serves as counsel to the Debtors.  Diversified VI disclosed $549
in total assets and $24,884,004 in total liabilities in its
schedules of assets and liabilities.


ODYSSEY DIVERSIFIED: Can Access $500,000 DIP Facility
-----------------------------------------------------
Judge Catherine Peek McEwen has authorized Odyssey Diversified VI,
LLC, Odyssey Diversified VII, LLC, and Odyssey Diversified IX,
LLC, to borrow up to $500,000 from OC DIP, LLC, as DIP Lender.
The Debtor is also authorized to execute and deliver to the DIP
Lender a promissory note and to perform their obligations under
the DIP Loan Documents.  The DIP Loan will bear interest at 0% per
annum.

The DIP Loan will become due and payable upon the earlier to occur
of (i) one year from the entry by the Court of the Interim
Borrowing Order; (ii) the entry or an order providing for the
appointment of a trustee in these Chapter 11 cases; (iii) the
entry of an order providing for the dismissal of the Chapter 11
cases; (iv) the entry of an order providing for the conversion of
these Chapter 11 cases to cases under Chapter 7 of the Bankruptcy
Code; (v) confirmation of a plan of reorganization in these cases;
or (vi) the filing of any suit in any jurisdiction against the DIP
Lender or its officers, agents or representatives, including,
without limitation.

The DIP Loan Obligations will constitute claims against the
Debtors in their Chapter 11 cases which are administrative expense
claims having the highest administrative priority over any and all
administrative expenses.

Odyssey Diversified VI, LLC, Odyssey Diversified VII, LLC, and
Odyssey Diversified IX, LLC, sought Chapter 11 protection (Bankr.
M.D. Fla. Case Nos. 12-12323 to 12-12325) on Aug. 10, 2012, in
Tampa, Florida.  Edward J. Peterson. Esq., at Tampa, Florida,
serves as counsel to the Debtors.  Diversified VI disclosed $549
in total assets and $24,884,004 in total liabilities in its
schedules of assets and liabilities.


OMNICOMM SYSTEMS: Incurs $4.4 Million Net Loss in Third Quarter
---------------------------------------------------------------
OmniComm Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $4.41 million on $4.05 million of total revenues for
the three months ended Sept. 30, 2012, compared with net income of
$510,399 on $3.33 million of total revenues for the same period
during the prior year.

The Company reported a net loss of $6.24 million on $11.89 million
of total revenues for the nine months ended Sept. 30, 2012,
compared with a net loss of $4.38 million on $10 million of total
revenues for the same period a year ago.

OmniComm reported a net loss of $3.52 million in 2011, compared
with a net loss of $3.13 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.81 million in total assets, $30.21 million in total liabilities
and a $27.40 million total shareholders' deficit.

"The ability of the Company to continue in existence is dependent
on its having sufficient financial resources to bring products and
services to market for marketplace acceptance," the Company said
in its quarterly report for the period ended Sept. 30, 2012.  "As
a result of our historical operating losses, negative cash flows
and accumulated deficits for the period ending September 30, 2012
there is substantial doubt about the Company's ability to continue
as a going concern."

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

                        http://is.gd/kv1VgW

                       About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare
technology company that provides Web-based electronic data capture
("EDC") solutions and related value-added services to
pharmaceutical and biotech companies, clinical research
organizations, and other clinical trial sponsors principally
located in the United States and Europe.


OSMOSE HOLDINGS: Moody's Lowers Corp. Family Rating to 'B2'
-----------------------------------------------------------
Moody's Investors Service downgraded Osmose Holdings, Inc.'s
Corporate Family Rating ("CFR") to B2 from B1, affirmed the B2
Probability of Default Rating, and assigned B2 ratings to the
company's proposed first lien senior secured credit facilities.
These actions follow the company's announcement of a proposed
dividend recapitalization transaction. The rating outlook is
stable.

"The dividend recapitalization would increase debt leverage,
loosen protective covenants, and enable the company to pursue
acquisitions more aggressively than contemplated by the existing
B1 rating," said Moody's analyst Ben Nelson.

The proposed transaction increases funded debt to $315 million
from $255 million to facilitate a return of capital to the
company's private equity sponsor, which increases adjusted
financial leverage to the mid 4 times Debt/EBITDA area from the
mid 3 times area for the twelve months ended June 30, 2012. The
transaction also adds a $40 million committed delayed draw term
loan to fund a potential business acquisition. If unused during
the first three months, the delayed draw term loan facility will
terminate. Credit terms are expected to loosen considerably in the
new structure, including the elimination of financial maintenance
covenants (except for a new springing net senior secured leverage
ratio test that applies only to the revolving credit facility) and
greater flexibility to add additional pari passu and junior-
ranking debt. The rating downgrade acknowledges these factors and
provides management with more flexibility to pursue expansionary
activities.

The actions:

  Issuer: Osmose Holdings, Inc.

     Corporate Family Rating, Downgraded to B2 from B1

     Probability of Default Rating, Affirmed B2

     $45 million Senior Secured Revolving Credit Facility due
     2017, Assigned B2 (LGD4 53%)

     $315 million Senior Secured Term Loan B due 2018, Assigned
     B2 (LGD4 53%)

    $40 million Senior Secured Delayed Draw Term Loan due 2018,
    Assigned B2 (LGD4 53%)

Outlook, Stable

The assigned ratings are subject to Moody's review of final terms
and conditions of the proposed transaction, which is expected to
close in the fourth quarter. The company's existing bank debt
ratings will be withdrawn at closing.

Rating Rationale

The B2 CFR is constrained by modest size, challenging operating
conditions in the cyclical wood treatment business, and
expectations that an aggressive growth strategy could limit free
cash flow generation. In addition, notwithstanding the company's
hedging program, its exposure to fluctuations in copper prices in
its wood treatment business could create some volatility in
earnings and cash flow. The rating considers favorably the
company's good market positions, long-term contracts, relative
demand stability within the service businesses, and a good
liquidity position. The rating also incorporates Moody's
expectation that the private equity sponsor will provide
assistance in improving financial systems and risk management
policies.

The stable rating outlook assumes that Osmose will continue to
benefit from improvement in its services businesses, navigate
successfully challenging conditions in its wood preservation
business, and generate positive free cash flow over the next
twelve-to-eighteen months. While challenging business conditions
have pressured returns in the wood preservation business, the
segment has benefited from increased volumes contributing to
improved earnings, and the service businesses continue to perform
well.

Moody's could downgrade the CFR with expectations for leverage
above 5 times, negative free cash flow, or deterioration in the
company's liquidity position. An upgrade is unlikely in the near-
term; however, Moody's could upgrade the ratings with expectations
for leverage sustained below 4 times through economic cycles and a
commitment to more conservative financial policies.

The principal methodology used in rating Osmose Holdings, 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.

Osmose Holdings, Inc. is a provider of utilities and railroad
infrastructure services, and a manufacturer and marketer of wood
preservation chemicals. Osmose is owned by investment funds
managed by private equity sponsor Oaktree Capital Management, L.P.


PATIENT SAFETY: Incurs $185,400 Net Loss in Third Quarter
---------------------------------------------------------
Patient Safety Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $185,455 on $4.97 million of revenue for
the three months ended Sept. 30, 2012, compared with a net loss of
$228,128 on $2.18 million of revenue for the same period during
the prior year.

The Company reported a net loss of $2.01 million on $12.47 million
of revenue for the nine months ended Sept. 30, 2012, compared with
a net loss of $1.02 million on $6.72 million of revenue for the
same period a year ago.

Patient Safety reported a net loss of $1.89 million in 2011,
compared with net income of $2 million during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$19.98 million in total assets, $7.51 million in total liabilities
and $12.47 million in total stockholders' equity.

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

                        http://is.gd/DTjFI0

                About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.


PENNFIELD CORP: Can Use Fulton's Cash Collateral Through Nov. 10
----------------------------------------------------------------
The Hon. Bruce I. Fox has approved a stipulation between Pennfield
Corporation and Fulton Bank on the Debtor's futher use of the
bank's cash collateral.

Under the terms of the stipulation, the Debtors' authorization to
use cash collateral is extended to Nov. 10, 2012, to pay necessary
expenses in accordance with a budget.

Fulton Bank is granted postpetition replacement liens on the
Debtors' assets created or acquired after the Petition Date.

A further hearing on the use of cash collateral is scheduled for
Nov. 8, 2012, at 9:30 a.m.

Pennfield owes Fulton Bank:

     $5.95 million under a 2003 revolving credit facility,
     $750,000 under four letters of credit,
     $774,000 under a 2003 term loan, and
     $1.56 million under a 2004 letter of credit.

On Aug. 30, 2012, Pennfield also entered into a $950,000 new line
of credit with Fulton with Fulton.

The prepetition credit facilities are secured by Pennfield's
assets.

Pennfield said it has been in discussions with Fulton to reach a
consensual agreement on the Debtors' use of cash collateral, and
the adequate protection to be afforded to Fulton after the
petition date.  Pennfield said it is requesting court approval in
the event no agreement is reached.

Pennfield is seeking to sell its assets at auction.  Prior to
filing for bankruptcy, the Debtors entered into a sale agreement
with Carlisle Advisors LLC, which is buying substantially all of
the assets constituting the grain business.  Carlisle has agreed
to pay $15,600,000 for the assets, subject to higher and better
offers.  Carlisle also has agreed to provide a $2.0 million DIP
loan to the Debtors to finance the Chapter 11 pending the sale.

The Bankruptcy Court has scheduled the hearing on the motion to
sell substantially all of the assets for Nov. 28, 2012, at 9:30
a.m.

                          About Pennfield

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield Corp. estimated $10 million to $50 million in assets and
debts.  Pennfield Transport estimated under $1 million in assets
and debts.  The petition was signed by Arnold Sumner, president.


PENNFIELD CORP: Wants Access to $2MM DIP Financing From Carlisle
----------------------------------------------------------------
Pennfield Corporation and Pennfield Transport Company asks the
Bankruptcy Court for authority to obtain post-petition financing
from Carlisle Advisors LLC or one of its affiliates.

The Debtors have determined that it requires a postpetition credit
facility in amount of $2.0 million to meet its working capital
needs.  The DIP Term Sheet provides that the DIP Agent will make
postpetition loans to the Debtors up to an amount not to exceed
$2.0 million.

The material terms of the DIP Term Sheet are:

     A. DIP Loan: The Debtors may borrow and the DIP Agent will
        advance to the Debtors under the DIP Loan the aggregate
        amount not to exceed $2 million.  After an Event of
        Default, the DIP Agent's obligation to make Advances under
        the DIP Loan will terminate.

     B. Interest Rate: Interest will accrue at an annual rate of
        12%.  Upon the occurrence and during the continuation of
        any event of default by the Debtor, interest on the DIP
        Loan will be payable at 16%.

     C. Collateral: All obligations under the DIP Loan will be
        secured by valid, binding, enforceable and perfected liens
        that are junior to the Permitted Liens in all currently
        owned or hereafter acquired property of the Debtor except
        for Chapter 5 avoidance actions under the Bankruptcy Code.

     D. Use of Proceeds: The proceeds of the DIP Loan will be
        used to pay operating expenses and professional fees of
        the Debtor pursuant to the provisions of the DIP Term
        Sheet and the Interim and Final Orders.

     E. Priority Administrative Expense Claims: In accordance with
        Section 364(c)(1) of the Bankruptcy Code, the Debtors'
        obligations under the DIP Loan will constitute allowed
        administrative expense claims having priority over all
        other administrative expenses allowed under any provision
        of the Bankruptcy Code.

     F. Maturity Date: The earlier of December 31,2012, (ii) upon
        an event of default by Debtors, (iii) the closing date on
        the sale of the Debtors' Assets to the Purchaser;
        provided, however, that the DIP Loan will terminate on
        Nov. 30, 2012 unless prior to that date the Debtor have
        satisfied the Subsequent Advance Conditions Precedent
        referenced in the DIP Term Sheet.

     G. Events of Default: The events of default under the DIP
        Loan will include the failure of the Debtors to pay the
        DIP Agent under the terms of the DIP Loan and failure to
        observe or perform any of the terms of the DIP Term Sheet.

     H. Fees and Costs: The Debtors will pay the DIP Agent's
        reasonable fees and costs of its counsel in connection
        with the DIP Loan, the DIP Agent Fee equal to $30,000, the
        Origination Fee of .5% of the DIP Loan, and the Commitment
        Fee of 2.5% per annum on the average daily unused amount
        all of which will be payable on the Maturity Date.

                          About Pennfield

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield Corp. estimated $10 million to $50 million in assets and
debts.  Pennfield Transport estimated under $1 million in assets
and debts.  The petition was signed by Arnold Sumner, president.


PENNFIELD CORP: Can Implement Key Employee Incentive Plan
---------------------------------------------------------
The Hon. Bruce I. Fox of the Bankruptcy Court for the Eastern
District of Pennsylvania has authorized Pennfield Corporation to
implement a key employee incentive plan for middle level
management and salespeople.

The plan proposes to provide employees Nancy Buchanan, Tami Jones,
Scott Naylor and Andy Young, a maximum bonus of 20% of base salary
as of Dec. 31, 2011, or a more recent date if the individual has
been promoted to additional responsibilities in the interim.  As
to Jeff Katelan, a bonus of $10,000 is authorized as long as the
Debtor meets the customer receipts covenant and he is employed by
the Debtor on the earlier of Jan. 31, 2013.

                          About Pennfield

Pennfield Corporation and Pennfield Transport Company filed a
Chapter 11 petition (Bankr. E.D. Pa. Case No. 12-19430 and
12-19431) on Oct. 3, 2012, in Philadelphia.  Founded in 1919,
Pennfield is a Lancaster, Pennsylvania-based manufacturer of bulf
and bagged feeds for dairy, equine and other commercial and
backyard livestock. The company owns and operates three production
mills located in Mount Joy, Martinsburg, and South Montrose, in
Pennsylvania.

The Debtors filed for bankruptcy to sell their assets to Carlisle
Advisors, LLC, subject to higher and bettr offers.  Carlisle has
also agreed to provide a $2.0 million DIP Loan.

Judge Bruce I. Fox presides over the case.  Attorneys at
Maschmeyer Karalis P.C., in Philadelphia, serve as the Debtors'
bankruptcy counsel.  Skadden, Arps, Slate, Meagher & Flom LLP is
the special counsel.  Groom Law Group, Chartered, is the employee
benefits counsel.  AEG Partners LLC is the financial advisor.
Lakeshore Food Advisors, LLC, is the investment banker.

Pennfield Corp. estimated $10 million to $50 million in assets and
debts.  Pennfield Transport estimated under $1 million in assets
and debts.  The petition was signed by Arnold Sumner, president.


PEREGRINE FIN'L: Customers Have More Time for Filing Claims
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that customers of Peregrine Financial Group Inc. will have
an extra month to file claims.  The bankruptcy court in Chicago
made Nov. 16 the deadline for filing claims. So far, 5,100 have
been filed.

According to the report, the Peregrine trustee Ira Bodenstein said
there were 24,000 customers accounts.  The trustee is concerned
that many customers may have assumed there was no reason for
filing claims because parts of their account holdings were
transferred in bulk to another broker.

Because all customers must file claims even if part of their
accounts were transferred already, the trustee arranged a
Nov. 14 hearing so the bankruptcy judge can extend the claim-
filing deadline to Dec. 14.

At the same Nov. 14 hearing, the trustee will request authority to
distribute $4.65 million from the liquidation of Treasury
securities held in customer accounts.  Prior distribution
authorization didn't include the ability to distribute Treasury
securities.

The report relates the trustee already has distributed $123
million to futures customers from the $181 million in customer
property he collected. The distributions amount to 30% in cash, or
$111.75 million, for so-called 4d customers with commodity futures
and options accounts.  The distribution was 40%, or $11.3 million
in cash, for so-called 30.7 customers with accounts for trading
futures or options on foreign exchanges.  The upcoming
distributions of Treasury securities will be in the same
percentages depending on the nature of the accounts.

                     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.


PINNACLE AIRLINES: Flight Attendants Approve CBA Concessions
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that flight attendants from regional airline Pinnacle
Airlines Corp. ratified a six-year contract, with 71% of the
membership in favor of negotiated concessions, the union said in a
statement.  The contract will save the airline $6.4 million a
year, the union said.  Ratification of the contract headed off
Pinnacle's effort to have the bankruptcy court in Manhattan impose
concessions.

According to the report, the contract covers wages, retirement
benefits and work rules.  It will come into effect when similar
concessions become binding on other labor groups.  Last month,
Pinnacle conducted a hearing where the bankruptcy judge is being
asked to impose concessions on the pilots.  The judge is yet to
rule. Pinnacle's only other union, for dispatchers, previously
ratified a contract.

                      About Pinnacle Airlines

Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/--
a $1 billion airline holding company with 7,800 employees, is the
parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.;
and Colgan Air, Inc.  Flying as Delta Connection, United Express
and US Airways Express, Pinnacle Airlines Corp. operating
subsidiaries operate 199 regional jets and 80 turboprops on more
than 1,540 daily flights to 188 cities and towns in the United
States, Canada, Mexico and Belize.  Corporate offices are located
in Memphis, Tenn., and hub operations are located at 11 major U.S.
airports.

Pinnacle Airlines Inc. and its affiliates, including Colgan Air,
Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East
Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012.

Judge Robert E. Gerber presides over the case.  Lawyers at Davis
Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve
as the Debtors' counsel.  Barclays Capital and Seabury Group LLC
serve as the Debtors' financial advisors.  Epiq Systems Bankruptcy
Solutions serves as the claims and noticing agent.  The petition
was signed by John Spanjers, executive vice president and chief
operating officer.

Pinnacle Airlines' balance sheet at Sept. 30, 2011, showed $1.53
billion in total assets, $1.42 billion in total liabilities and
$112.31 million in total stockholders' equity.  Debtor-affiliate
Colgan Air, Inc. disclosed $574,482,867 in assets and $479,708,060
in liabilities as of the Chapter 11 filing.

Delta Air Lines, Inc., the Debtors' major customer and post-
petition lender, is represented by David R. Seligman, Esq., at
Kirkland & Ellis LLP.

The official committee of unsecured creditors tapped Morrison &
Foerster LLP as its counsel, and Imperial Capital, LLC, as
financial advisors.

Pinnacle has the exclusive right to propose a reorganization plan
until Jan. 25.


PMI GROUP: Unsecured Creditors Allow Insurance Unit to Use NOLs
---------------------------------------------------------------
L. Stephen Smith, Chief Executive Officer of The PMI Group, Inc.,
said in a regulatory filing dated Oct. 31 that TPG informed the
U.S. Bankruptcy Court for the District of Delaware, that it and
the Official Committee of Unsecured Creditors in TPG's Chapter 11
bankruptcy case have reached a settlement in principle with TPG
subsidiary PMI Mortgage Insurance Co. and the receiver for MIC,
with respect to certain economic issues that were in dispute among
the Parties.  The settlement remains subject to completion of
definitive documentation.

The general terms of the settlement are:

  1. With respect to the approximately $2.2 billion in net
     operating loss carryforwards at issue among the Parties, MIC
     will pay TPG $20 million for the exclusive use of $1 billion
     of such net operating loss carryforwards and TPG will have
     the use of the remaining $1.2 billion of net operating loss
     carryforwards.  MIC and TPG will remain consolidated in the
     tax group.  MIC will have the right to direct the use of its
     $1 billion in net operating losses. MIC will also have the
     right to direct the use of any net operating losses
     subsequently generated by MIC.  TPG and MIC will amend the
     tax sharing agreement and any other necessary documentation
     or filings among them to reflect this consensual arrangement.

  2. TPG is in the process of voluntarily terminating its pension
     plan.  It is expected that the underfunding of this plan upon
     termination would require a payment to the plan of
     approximately $15 million to $20 million.  TPG will pay the
     administrative fees and costs associated with continuing the
     standard termination and MIC will pay the funding shortfall.

  3. TPG has three reinsurance subsidiaries to which MIC and
     certain of its subsidiaries have ceded risk on mortgage pools
     or mortgages.  These reinsurance subsidiaries currently have
     approximately $82 million in cash. Under the proposed
     settlement, all of the risk at the reinsurance subsidiaries
     will be commuted for a payment to MIC of the cash in the
     reinsurance subsidiaries other than $32 million, which will
     remain for TPG's benefit.  Following completion of the
     settlement, TPG's reinsurance subsidiaries will no longer
     reinsure MIC or its subsidiaries.

  4. Both TPG and MIC have asserted an entitlement to the
     distribution on an allowed claim in the liquidation of
     Reliance Insurance Company in an approximate amount of $1.88
     million.  The Parties agreed that TPG will release its
     asserted claim to the distribution and MIC will own any right
     to that distribution.

  5. In connection with the sale in 2008 by MIC of its Australian
     operations to QBE Insurance Group Limited, both TPG and MIC
     have asserted an entitlement to a potential claim against QBE
     in the approximate amount of $2.5 million under the sale
     agreement with QBE.  The Parties agreed that MIC will release
     its asserted claim to any recovery from QBE with respect to
     that matter.

  6. The Parties will agree to a mutual waiver and release of any
     and all other claims, including the claims that MIC has filed
     against the TPG estate with the Bankruptcy Court.

  7. In addition, the Parties may include in the settlement other
     items, if they can reach agreement on them.

  8. The settlement is subject to approval by the Bankruptcy Court
     and the Superior Court of the State of Arizona in and for the
     County of Maricopa, in which MIC's rehabilitation proceeding
     is pending.

The regulatory filing says there can be no assurance that the
Parties will reach agreement on the definitive documents necessary
to complete the settlement or will receive the approvals of the
Bankruptcy Court and the Arizona Court that are necessary to
effectuate the settlement.

                       About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


PREMIER PAVING: Can Use Wells Fargo's Cash Collateral Until Dec. 1
------------------------------------------------------------------
The Bankruptcy Court has approved a stipulation between Premier
Paving Inc. and Wells Fargo on the Debtor's use of the bank's cash
collateral through Dec. 1, 2012.

As adequate protection for the Debtor's use of cash collateral:

     a. The Debtor will continue to provide such party with a
        replacement lien on all inventory, equipment, accounts and
        general intangibles generated by the Debtor post-petition
        to the extent that the use of cash collateral results in a
        decrease in the value of the secured party's interest in
        the property;

     b. The Debtor will continue to maintain adequate insurance
        coverage on all personal property assets and adequately
        insure against any potential loss;

     c. The Debtor will continue to provide weekly reports to
        Wells Fargo, in addition to all periodic reports and
        information filed with the Bankruptcy Court, including
        debtor-in-possession reports;

     d. The Debtor will only expend cash collateral pursuant to
        the Budget subject to reasonable fluctuation that results
        in a change of no more than 15% in net cash flow per
        month;

     e. The Debtor will pay all post-petition taxes;

     f. The Debtor will retain in good repair all collateral in
        which such party has an interest; and

     g. The Debtor will pay Wells Fargo $25,000 per month with the
        first payment having been due on June 30, 2012.

A copy of the cash collateral budget is available for free at:

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

                       About Premier Paving

Denver, Colorado-based Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  Lee M. Kutner, Esq., at Kutner Miller
Brinen, P.C., serves as the Debtor's counsel.  In its petition,
the Debtor estimated up to $50 million in assets and debts.  The
petition was signed by David Goold, treasurer.

The Official Unsecured Creditors Committee is represented by
Onsager, Staelin & Guyerson, LLC.


QUALTEQ INC: Sold for $51.2 Million to Valid USA
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Qualteq Inc. is being sold for $51.2 million to Valid
USA Inc.  The sale was approved Nov. 6 by the U.S. Bankruptcy
Court in Chicago.  There were no competing bids, so the auction
was canceled.  The purchase price includes $46.1 million in cash
plus the assumption of liabilities.  Lawsuits weren't sold to the
buyer.

                        About QualTeq Inc.

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

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

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

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

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

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


QUIGLEY CO: Hurricane Sandy Extends Voting Deadline by 2 Weeks
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hurricane Sandy accomplished what scores of dissident
creditors often fail to achieve when it comes to slowing progress
in a major bankruptcy reorganization.  The bankruptcy courthouse
in lower Manhattan was flooded in the hurricane a week ago.
According to the court clerk, the courthouse is closed
"indefinitely."

According to the report, creditors of Quigley Co., a non-operating
subsidiary of Pfizer Inc., were voting on a reorganization plan
designed for bringing an end to a Chapter 11 case more than eight
years old.  Ballots on the plan were due Nov. 16.  Acknowledging
disruption from the hurricane, Quigley is extending the voting
deadline by two weeks to Nov. 30.  The date for a hearing to
confirm the plan will be set at a status conference after the
votes are tallied.

The report notes that some abbreviated bankruptcy hearings are
being held by telephone conference call.  Others are being
postponed.  Some of the Manhattan bankruptcy judges are holding
court in White Plains or Brooklyn. Scheduling hearings is more
difficult because lawyers often had more than one hearing on the
same day. With hearings in courthouses more than 30 miles (48
kilometers) apart, that's no longer possible.

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuchm Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

In April 2011, the bankruptcy judge approved a plan-support
agreement with Pfizer and an ad hoc committee representing 30,000
asbestors claimants.

A May 20, 2011 opinion by District Judge Richard Holwell concluded
that Pfizer was directly liable for some asbestos claims arising
from products sold by its now non-operating subsidiary Quigley.


RED F MARKETING: Averts Liquidation; To Reorganize in Chapter 11
----------------------------------------------------------------
Ken Elkins, senior staff writer at Charlotte Business Journal,
reports that a federal bankruptcy judge has granted a request by
Red F Marketing to switch to a reorganization of its business from
an involuntary bankruptcy proceeding filed by Bridgetree Inc.

According to the report, Bridgetree had initially requested that
Red F be forced into liquidation in a petition filed Oct. 12 in
U.S. Bankruptcy Court in Charlotte.

The report notes Bridgetree is trying to collect a $4.2 million
award against Red F after a jury found the Charlotte marketing
company illegally took software belonging to Bridgetree.

The report relates Judge J. Craig Whitley allowed the case to be
transferred to a Chapter 11 case from Chapter 7.  The ruling
followed an Oct. 25 hearing during which attorneys for both sides
appeared.  The report adds the case remains a petition for an
involuntary bankruptcy.

The report recounts a federal-court jury in Charlotte on Aug. 10
found for Bridgetree following a two-week trial.  Bridgetree says
a former employee took software designed to predict when potential
customers will move from one residence to another and began
working for Red F.


REEVES DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Reeves Development Company, LLC
        2875 Derek Drive
        Lake Charles, LA 70607

Bankruptcy Case No.: 12-21008

Chapter 11 Petition Date: October 30, 2012

Court: U.S. Bankruptcy Court
       Western District of Louisiana (Lake Charles)

Judge: Robert Summerhays

Debtor's Counsel: Arthur A. Vingiello, Esq.
                  STEFFES, VINGIELLO & MCKENZIE, LLC
                  13702 Coursey Boulevard, Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998
                  E-mail: avingiello@steffeslaw.com

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

Scheduled Liabilities: $10,000,001 to $50,000,000

The petition was signed by Charles W. Reeves, Jr., managing
member.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
B B & T Bank                       --                   $4,478,000
P.O. box 580061
Charlotte, NC 28258-0061

Javiar Tovias                      --                     $699,107
P.O. Box 3012
San Juan, TX 78589

Metco                              --                     $395,277
P.O. Box 364
Junction, TX 76849

Ideal Steel                        --                     $363,787
1289 Smede Highway
Broussard, LA 70518

Ziese & Sons                       --                     $218,473

Lake Area Plumbing                 --                     $215,104

Air Comfort                        --                     $149,512

Ziese & Sons                       --                     $140,232

Yesco                              --                     $120,862

B & J, Inc.                        --                     $110,622

Baucum/Regal                       --                     $108,353

Lilly Construction                 --                     $106,359

Randy Goodloe                      --                      $80,639

Rojo Concrete                      --                      $70,292

C & S Concrete Construction        --                      $60,096

Sunbelt Rentals                    --                      $58,196

JR Schneider Construction          --                      $57,721

Air Comfort                        --                      $56,797

S & T Material                     --                      $55,936

Stevens Iron Works                 --                      $52,466


RESIDENTIAL CAPITAL: U.S., Ally Objecting to Ocwen's Acquisition
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that whether Ocwen Financial Corp. succeeds in buying the
loan-servicing business owned by Residential Capital LLC depends
on the resolution of objections filed by the U.S. government and
Ally Financial Inc., ResCap's parent company.

According to the report, the government and Ally both want the
bankruptcy judge to condition the sale on Ocwen's agreement to
carry out ResCap's part of a $25 billion settlement with the U.S.
and 49 states arising from the subprime loan crisis.

The hearing for approval of the sale is set for Nov. 19, according
to the report.

The report notes Ocwen along with Walter Investment Management
Corp. won the auction for the loan-servicing business with a bid
of $3 billion. They beat Fortress Investment Group LLC, the so-
called stalking-horse at the auction.

The $2.1 billion in third-lien 9.625% secured notes due 2015 last
traded on Nov. 2 for 103.5 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority. The $473.4 million of ResCap senior
unsecured notes due April 2013 last traded on Oct. 26 for 26.938
cents on the dollar, according to Trace.

                     About Residential Capital

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

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

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

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

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

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

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

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

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


RR DONNELLEY: Fitch Withdraws 'BB' IDR & Negative Outlook
---------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the Issuer Default
Ratings (IDR) and issue ratings of R.R. Donnelley & Sons Company.
Fitch has decided to discontinue the ratings, which are
uncompensated.

Fitch affirms and withdraws the following ratings:

  -- IDR at 'BB';
  -- Senior secured revolving credit facility at 'BBB-';
  -- Senior unsecured notes and debentures at 'BB'.

The Rating Outlook was previously Negative.


RR DONNELLEY: S&P Alters Outlook on 'BB' CCR to Negative
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating, as well as its other ratings, on Chicago-based R.R.
Donnelley & Sons Co. (RRD). "At the same time, we revised the
rating outlook to negative from stable. The company reported
weaker-than-expected results for the third quarter (ended Sept 30,
2012), with revenues declining 6.5% in part because of steep
declines for commercial printing and variable printing services,
which are economically sensitive. We see the risk that revenues
declines, which had been generally in the low single digits, could
accelerate, especially given the weak economic forecasts for 2013,
with the result that leverage will not decline to the upper-3x
area (currently 4.3x as of Sept 30, 2012), which is our target for
the current 'BB' rating," S&P said.

"Our ratings on RRD are predicated on the company's positive cash
flow generation (despite revenue declines), and the assumption
that leverage will decline to the high 3x area by the end of 2013,
provided that economic and pricing pressures do not worsen. We
regard the company's financial risk profile as 'significant'
(based on our criteria). Our 'fair' business risk profile reflects
RRD's market position and efficiencies associated with its
critical mass. The company faces secular declines in several of
its products and pricing pressure because of industry
overcapacity. We believe that these trends could cause RRD's
organic revenue to decline over the near and intermediate term,"
S&P said.

"The printing industry has steadily lost ground to electronic
distribution of content and online advertising. As a result, it
has been afflicted by overcapacity, chronic pricing pressure, and
the need to continuously take out costs. RRD is the largest
participant in the industry, with broad-based services that
address a variety of end markets. RRD's size confers important
efficiencies, the capacity to provide one-stop service to clients,
the ability to invest in leading technology, and the ability to
cope with pricing pressure more successfully than many of its
competitors. Nevertheless, several of its important end markets,
notably the magazine, retail inserts, directory, and book
businesses, are subject to long-term adverse fundamentals as well
as general economic cyclicality. In the third quarter, its
commercial printing business and variable printing businesses,
which are economically sensitive, experienced significant
declines. Industry volume shrinkage is likely to continue to
necessitate capacity downsizing and restructuring charges," S&P
said.

"Our base-case scenario incorporates our expectation that revenue
could decline at a low-single-digit percent rate for 2012 and
2013. We believe EBITDA will decline at a mid-single-digit percent
rate in 2012 and could decline at a more accelerated rate in 2013
because the company's ability to cut costs in line with revenue
decline is limited as a result of its high fixed costs. This would
cause EBITDA margin to decline to under 11%. We expect free cash
flow of about $450 million in 2012 and 2013 (even though 2013 will
benefit from a lower pension contribution)," S&P said.

"In the third quarter, revenue declined 6.5% (5.2% on an organic
basis). EBITDA, which we calculate including restructuring
charges, was flat, partially because these charges were lower. The
EBITDA margin widened to 11.3% in the 12 months ended Sept. 30,
2012, from 10.6% in the same period last year. RRD's leverage
(adjusted primarily for pension and lease obligations and
including restructuring charges) was 4.3x for the 12 months ended
Sept. 30, 2012. Leverage was above the adjusted debt-to-EBITDA
range of between 3x and 4x that we associate with a 'significant'
financial risk profile. Management reiterated in its Nov. 1
earnings call that it intends to maintain a leverage target of
2.5x to 3.0x, according to its calculations, which excludes
restructuring charges and pension and lease adjustments. This
corresponds to a 3.6x to 4.1x leverage figure based on our
methodologies. The company also stated that it intends to pay down
debt this year and next year. We expect leverage will be in the
low-4x area at the end of 2012 and could decline to the upper-3x
area in 2013, assuming the company pays back some debt with free
cash flow. Further weakening of the economy, coupled with
additional restructuring charges by the company, could cause us to
revise our leverage assumptions. The company converted about 20%
of EBITDA to discretionary cash flow at Sept. 30, 2012. We expect
the company to convert roughly 30% of EBITDA to discretionary cash
flow this year," S&P said.

RRD has 'adequate' liquidity, in S&P's view, to cover its needs
over the next 12 months, even with moderate unforeseen EBITDA
declines.  S&P's assessment of RRD's liquidity profile
incorporates these expectations and assumptions:

  -- S&P expects sources to cover uses by more than 1.2x for the
     upcoming 12 months.

  -- S&P believes sources minus uses would remain positive if
     EBITDA were to drop by 15%.

  -- Compliance with maintenance covenants would survive a 15%
     decline in EBITDA.

  -- S&P believes the company could absorb high-impact, low-
     probability impacts without refinancing.

"We expect RRD to generate positive discretionary cash flow of
roughly $450 million for the full year after annual capital
expenditures of roughly $200 million to $225 million, and dividend
payments of roughly $190 million. We expect the company to
generate about $300 million in discretionary cash flow in 2013,
benefiting from recent pension legislation that relaxes a
pension's sponsor's cash funding requirements, but offset by our
expectation of lower EBITDA. RRD does not have any significant
near-term maturities. The company had $767 million of availability
under its new (Oct. 15) $1.15 billion revolving credit facility
($344 million drawn). Covenants include a 3.75x total leverage
ratio and a 3.0x interest coverage covenant. In addition, the
company had $393 million of cash on its balance sheet as of Sept.
30, 2012," S&P said.

"The negative rating outlook reflects our concern that revenue
declines could accelerate from the historical 2.0%-2.5% rate,
resulting in leverage remaining above 4x (the high end of our
threshold for the current rating)," S&P said.

"We could lower the rating if we conclude that secular risks
facing the company have increased and could cause organic revenue
to decline at a brisker pace or that leverage will be chronically
above 4x with little prospect for improvement. This could occur if
revenue were to decline at a mid-single-digit percent rate and if
the company's EBITDA margin were to decline," S&P said.

"We could revise the outlook to stable if we become convinced that
leverage will decline to below 4x on a sustainable basis. This
could be achieved through the company using its free cash flow to
repay debt as we do not anticipate a resumption of organic revenue
and EBITDA growth in the next few years," S&P said.

Ratings List

Rating Affirmed; Outlook Revised
                            To                From
R.R. Donnelley & Sons Co.
Corporate credit rating    BB/Negative/--    BB/Stable/--

Ratings Affirmed
R.R. Donnelley & Sons Co.
Senior secured             BBB-
   Recovery rating          1
Senior unsecured           BB
   Recovery rating          4


SAN BERNARDINO, CA: To Face Another Hearing Dec. 21
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that San Bernardino, California, survived a hearing Nov. 5
and will face another test on Dec. 21 in U.S. Bankruptcy Court on
the question of whether it's entitled to remain in Chapter 9
municipal bankruptcy.

According to the report, the bankruptcy judge told the city to
continue work on a temporary budget resolving the $45.8 million
deficit existing when bankruptcy began in early August.

California Public Employees' Retirement System and city workers
are challenging the city's right to be in Chapter 9.

                        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 told the judge in a report that it has eliminated
$29.8 million of the $45.8 million budget deficit.


SASSAFRAS VALLEY: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: Sassafras Valley, LLC
        P.O. Box 8224
        Asheville, NC 28814

Bankruptcy Case No.: 12-10861

Chapter 11 Petition Date: October 31, 2012

Court: U.S. Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: H. Trade Elkins, Esq.
                  ELKINS LAW FIRM, PA
                  228 6th Avenue East, Suite 1B
                  Hendersonville, NC 28792
                  Tel: (828) 692-2205
                  Fax: (828) 692-8469
                  E-mail: trade@elkinslawfirm.net

Scheduled Assets: $1,300,065

Scheduled Liabilities: $787,388

The petition was signed by Carroll James Short, member/manager.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Reuben Caldwell Drilling, Inc.     Trade Debt ? Well        $4,932
351 New Leicester Highway
Asheville, NC 28806


SBMC HEALTHCARE: Transwestern to Assist in Seeking DIP Financing
----------------------------------------------------------------
The Bankruptcy Court for the Southern District of Texas has
authorized SBMC Healthcare, LLC, to expand the broker services
agreement with Eric Johnson of Transwestern Property Company SW
GP, L.L.C., doing business as Transwestern.

Prior to the Petition Date, Transwestern had been engaged to find
financing.  Those efforts were unsuccessful and, as a result, SBMC
had to shut down several of its hospital activities and, shortly
thereafter, SBMC filed for Chapter 11.

In order to be able to reach its goal of selling its hospital
property, the Broker services Transwestern is rendering to the
Debtor is expanded to services that include aiding the Debtor in
obtaining postpetition financing.  Without obtaining postpetition
financing, the Debtor said it cannot achieve maintaining the
Hospital until the sale of the facility.

The Bankruptcy Court has previously found that no conflict exists
with respect to the engagement of Transwestern.  Transwestern has
demonstrated that its employees are imminently qualified to aid
the Debtor, and, Transwestern has become recently involved in
aiding SBMC to obtain post petition financing.

The Debtor has evaluated the estate's available resources, and the
need for assistance in closing its property for sale in the
bankruptcy case.  The Debtor believes that expansion of
Transwestern's services is the best choice . Transwestern had
obtained a party willing to provide postpetition financing.  Under
the circumstances, the Debtor believes that the terms of the
proposed Contract are reasonable, prudent and ultimately
economical.

The Debtor owns approximately 22 acres of real property on which
is located three buildings and a hospital.  The property is the
Debtor's most significant asset around which the Debtor plans to
reorganize through a either sale or total lease or partial leases.

As reported in the Troubled Company Reporter on July 17, 2012,
Transwestern will assist the Debtor in brokering its property,
including facilities, for sale.

The Debtor said Mr. Johnson has received no compensation from the
Debtor.  Under the prior agreement, Transwestern is entitled to
commissions based on the ultimate sales price ranging from a total
commission of $350,000 (if price is below $9,999,999) to $500,000
(if price is above $20,000,000) for property sold to any
buyer.  Further, the commission is due even if the agreement
terminates so long as it is a buyer that Transwestern had
presented the property to prior to termination and the sale is
consummated.  The agreement also provides Transwestern with a
breakup fee of $25,000 if the property is not sold within the 120
day period and the agreement is not renewed.

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, Esq., at Marilee A. Madan, P.C., in Houston, Tex., is
the Debtor's general bankruptcy counsel.  Millard A. Johnson,
Esq., and Sara Mya Keith, Esq., at Johnson DeLuca, Kurisky &
Gould, P.C., in Houston, Tex., serve as the Debtor's special
bankruptcy counsel.  Judge Jeff Bohm presides over the case.


SHUANEY IRREVOCABLE: Bank Objects to Disclosure Statement
---------------------------------------------------------
Beach Community Bank has objected to the disclosure statement
explaining Shuaney Irrevocable Trust's plan of reorganization,
particularly the proposed valuation of assets and implementation
of the plan.

Beach is the single largest creditor of the Debtor.  Because of
the numerous financial statements and loan documents executed by
and between Beach and the Debtor, Beach said it is aware of facts
not disclosed by the Debtor in its Disclosure Statement which have
a bearing on whether the Debtor has provided information adequate
enough for a hypothetical and reasonable investor to make an
informed judgment about the Plan.

According to Yancey F. Langston, Esq., at Moore, Hill &
Westmoreland, P.A., the bank's counsel, the Debtor's plan depends,
in part, on the sale and liquidation of real estate over a five-
year period, revenue from B-Bonds over a five-year period, and
rental income from a commercial office building.  It is
represented that the revenue stream from the Bonds, the rental
income from the commercial office building, and the sale of the
real property, over a five-year period will fund 100% payment of
all of the Debtor's creditors.  Beach said it does not mean to
belabor the point but the anticipated revenue stream on the Bonds
has not been documented, the commercial office building has never
generated rental income anywhere near to the amount claimed going
forward, and the Debtor has failed to provide any factual support
for its opinion that the real property can and will be sold during
the five-year period.

Beach said that -- with the express intent to pay on the effective
date of the Plan all outstanding tax liabilities to the County Tax
Collectors to whom money is owed, and the Internal Revenue Service
which claim is at least $130,000 if not $245,000, and using the
Debtor's own numbers -- it does not appear that there will be any
funds available for any prorata distribution to unsecured
creditors on the effective date of the Plan.  If that is the case,
the unsecured creditors should be so advised.

With regard to the remaining payments to be made to unsecured
creditors, Mr. Langston said the Debtor has failed to provide a
timeline within which the property can or will be sold, the
minimum prices for which it will sell, and when distributions will
be made to the secured and unsecured creditors.  He said a pro
forma with a five-year projection of revenue and expenses is
absolutely essential in evaluating whether to vote for or against
the Debtor's proposed Plan.  Even disregarding Claim No. 12 filed
by Beach, the range of unsecured debt contemplated by the Debtor
is from approximately $2,500,000 to $4,000,000.  A more detailed
analysis of the projected income, expenses, and surplus funds
available for satisfaction of claims and interests is needed.  The
Disclosure Statement should clearly identify all assumptions made
in calculating the pro forma information and should set forth
those facts supporting all estimates.  Information regarding the
accounting and evaluation methods used in preparation of the
Disclosure Statement's financial exhibits should also be included.

In the absence of such a pro forma, it is very difficult to see
how, given the range of the amount of unsecured debt that might be
owed by the Debtor during the pendency of the five-year plan, the
Debtor's creditors are to be paid and whether they will be paid in
full with interest as represented by the Debtor.  The Debtor's
Disclosure Statement is also inadequate for failing to include a
liquidation analysis of its assets.

If the Debtor is unable to demonstrate how payment to the
unsecured creditors is to be made in full with interest, Mr.
Langston tells the Court the Plan in its current form violates the
absolute priority rule since the beneficiaries of the Debtor
retain their interest in the Debtor without adding any new value
in return.

Beach Community Bank is represented by:

         Yancey F. Langston, Esq.
         MOORE, HILL & WESTMORELAND, P.A.
         220 West Garden Street
         SunTrust Tower, 9th Floor
         Pensacola, FL 32591-3290
         Tel: (850) 434-3541
         Fax: (850) 435-7899

                About Shuaney Irrevocable Trust

Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed
for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on
Dec. 1, 2011.  The Debtor scheduled $20,996,723 in assets and
$19,625,890 in debts.   The Law Office of Mark Freund serves as
counsel to the Debtor.  Judge William S. Shulman presides over the
case.


SPARRER SAUSAGE: Can Use First American Bank's Cash Collateral
--------------------------------------------------------------
Hayley Kaplan at The Deal reports Judge Eugene R. Wedoff of the
U.S. Bankruptcy Court for the Northern District of Illinois in
Chicago approved Sparrer Sausage Co.'s interim cash collateral
use, for the 11th time, on Oct. 31.  The final cash collateral
hearing is scheduled for Dec. 18.  Sparrer Sausage will continue
to tap the cash of First American Bank, owed $2.97 million in
secured prepetition debt.

The report notes Sparrer Sausage is in the process of liquidating
its business, which includes its manufacturing facility on West
Ogden Avenue in downtown Chicago and a distribution center in
Cicero, Illinois, debtor counsel Jordan M. Litwin of Meltzer,
Purtill & Stelle LLC previously told The Deal Pipeline.

Sparrer Sausage Co. is a third-generation family business whose
brands include the Lil' Dudes line of sticks, bites and jerky. The
Company filed for Chapter 11 protection on Feb. 8, 2012 (Bankr.
N.D. Ill. Case No. 12-04289).  Judge Eugene R. Wedoff presides
over the case.  Forrest B. Lammiman, Esq., at Meltzer, Purtill &
Stelle LLC, represents the Debtor.  The Debtor estimated both
assets and debts of between $1 million and $10 million.


SPECTRUM BRANDS: S&P Assigns 'B' Rating on C$100-Mil. Term Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' senior secured
debt issue rating to Madison, Wis.-based global consumer products
company Spectrum Brands Inc.'s proposed $100 million Canadian
dollar term loan tranche within its $800 million term loan credit
facility. "The recovery rating is '3', which indicates our
expectation for meaningful (50% to 70%) recovery for lenders in
the event of a payment default or bankruptcy. Previously, the
company intended to issue an $800 million U.S. dollar term loan
credit facility, but it recently revised the terms of the credit
facility. The revised terms call for a $700 million U.S. dollar
term loan and a $100 million Canadian dollar term loan within the
term loan credit facility. The company intends to use the proceeds
to help fund the acquisition of the hardware and home improvement
group (HHI) of Stanley Black & Decker Inc.," S&P said

"All of our existing ratings on the company, including the 'B'
corporate credit rating, remain unchanged. Our rating outlook is
positive, which reflects our expectation that credit metrics will
strengthen over the next 12 months," S&P said.

"The corporate credit rating on Spectrum Brands reflect our view
that the company's business risk profile will modestly improve but
will remain within the 'weak' category following the proposed HHI
acquisition. HHI is a provider of residential locksets, builders'
hardware, and faucets under brand names including Kwikset, Weiser,
Baldwin, Stanley, National Hardware, and Pfister. The acquisition
will increase the company's scale and will increase both product
and customer diversification. Our business risk assessment takes
into account the company's participation in highly competitive
sectors and its exposure to volatile input costs. The strong
negotiating power of the company's concentrated retailer customer
base remains a key risk factor," S&P said.

"We continue to view the company's financial risk profile as
'highly leveraged,' given pro forma financial ratios that weaken
to levels indicative of this profile and our expectation that
financial policy will remain aggressive particularly with respect
to acquisitions," S&P said.

RATINGS LIST

Spectrum Brands Inc.
Corporate credit rating          B/Positive/--

Rating Assigned
Spectrum Brands Inc.
Senior secured
  C$100 mil. term loan            B
   Recovery rating                3


SPORT DIVER: Owner Mum on Reason for Chapter 11 Bankruptcy
----------------------------------------------------------
Andrew Dunn at Charlotte Observer reported that Wayne Moose, owner
of Sport Diver Inc., last month declined to say what led to the
company's bankruptcy filing.  "There's no problem with it," Mr.
Moose said.  "It's just a restructuring, is all it is."

The Observer reported that the bankruptcy filing noted a variety
of debts, including $2.2 million in mortgages on properties in
Charlotte and North Myrtle Beach, S.C., a $25,000 debt to a
Charlotte shirt company, a $24,000 balance on a US Airways credit
card, and taxes.

Charlotte, North Carolina-based Sport Diver Inc., founded in 1984,
trains people in scuba diving and leads excursions to places like
El Salvador, the Bahamas and Fiji.  Sport Diver, dba Paradise
Island Divers, filed for Chapter 11 bankruptcy (Bankr. W.D. N.C.
Case No. 12-32476) on Oct. 15, 2012.  Judge J. Craig Whitley
oversees the case.  Richard M. Mitchell, Esq., at Mitchell & Culp,
PLLC, serves as the Debtor's counsel.  In its petition, the Debtor
estimated under $50,000 in assets and under $10 million in
liabilities.  A copy of the Company's list of its 19 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ncwb12-32476.pdf The
petition was signed by Wayne Moose, president.


ST. CATHERINE'S MEDICAL: Trustee Goes After Hospital Owner
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy of Saint Catherine's Medical Center of
Fountain Springs should include the hospital building, not only
the company that operated the hospital, according to the Chapter 7
trustee for the operating company.

According to the report, the non-operating 107-bed hospital in
Ashland, Pennsylvania, survived only nine days in Chapter 11
before an appointed trustee won conversion of the case to
liquidation in Chapter 7.

The report relates that this week, the trustee initiated a lawsuit
in U.S. Bankruptcy Court in Wilkes-Barre, Pennsylvania, contending
the supposedly separate company owning the hospital building and
land is the "alter ego" of the hospital operator.

When the hospital was acquired in 2006, ownership of the hospital
land and building was transferred to a separate corporation.  The
trustee says there was "confusion" among creditors about whether
they were dealing with the owner of the land or the operator of
the hospital.

The complaint, the report relates, seeks to have the real estate
and building brought into the bankruptcy.  The trustee contends
there was no written leases for the hospital and no contract
specifying how the hospital operator would pay the expenses of the
real estate company.  The trustee also said that the real estate
company maintained no separate bank account.

The lawsuit is Schwab v. Saint Catherine Healthcare of
Pennsylvania LLC (In re Saint Catherine Hospital of Pennsylvania
LLC), 12-00298, U.S. Bankruptcy Court, Middle District of
Pennsylvania (Wilkes-Barre). The case is In re Saint Catherine
Hospital of Pennsylvania LLC, 12-02073, U.S. Bankruptcy Court,
Middle District of Pennsylvania (Wilkes-Barre).

In October, Bob Herman at Becker's Hospital Review, citing a
report from WNEP, said Saint Catherine Medical Center Fountain
Springs has put all of its assets up for auction after a federal
judge ordered the bankrupt hospital to liquidate all assets six
months ago.  That report noted that more than 50,000 items are up
for sale, and the hospital's bankruptcy trustee believes the
auction could raise roughly $200,000, which would go toward
creditor payment.

                 About Saint Catherine Hospitals

Saint Catherine Hospital of Indiana LLC --
http://www.saintcatherinehospital.com-- an acute-care hospital in
Charlestown, Indiana, filed for Chapter 11 protection June 19 in
New Albany, Indiana (Bankr. S.D. Ind. Case No. 12-91316).  Saint
Catherine Hospital of Indiana is a regional facility that performs
weight-loss surgery and other procedures.  The Debtor estimated
assets worth less than $10 million and debt exceeding $10 million.

A buyer has been located to purchase the operation while in
Chapter 11, according to a report by Bill Rochelle, the bankruptcy
columnist for Bloomberg News.  Mr. Rochelle also reports that, in
addition to losses from operations, bankruptcy was the result of a
lawsuit begun by the trustee for Saint Catherine Hospital of
Pennsylvania, which filed for bankruptcy reorganization in April
in Wilkes-Barre, Pennsylvania.  The Chapter 11 trustee in the
Pennsylvania hospital's case filed a lawsuit to recover $300,000
allegedly transferred to the Indiana institution.

Saint Catherine Hospital of Pennsylvania, LLC, dba Saint Catherine
Medical Center of Fountain Springs, filed a Chapter 11 petition
(Bankr. M.D. Pa. Case No. 12-02073) on April 9, 2012, estimating
under $50,000 in assets and debts.  It is a non-operating 107-bed
hospital in Ashland, Pennsylvania.  John H. Doran, Esq., at Doran
& Doran, P.C., in Wilkes-Barre, Pennsylvania, served as counsel.

Nine days after the bankruptcy filing, U.S. Bankruptcy Judge John
J. Thomas granted the request of the Chapter 11 trustee to convert
the Chapter 11 case of Saint Catherine Hospital of Pennsylvania to
a liquidation in Chapter 7.


TEMPUR-PEDIC INT'L: S&P Assigns 'BB-' Corp. Credit Rating
---------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB-' corporate
credit rating to Lexington, Ky.-based Tempur-Pedic International
Inc. The outlook is stable.

"At the same time, we assigned a 'BB' issue-level rating to
Tempur-Pedic's proposed $1.77 senior secured credit facilities,
consisting of a $350 million revolving credit facility and a $650
million term loan A due 2017, and a $770 million term loan B due
2019. The recovery rating is '2', indicating our expectation for
substantial  (70% to 90%) recovery for lenders in the event of a
payment default. We also assigned a 'B+' issue-level rating to
Tempur-Pedic's proposed $350 million senior unsecured notes due
2020, with a recovery rating of '5', indicating our expectation
for modest (10% to 30%) recovery in the event of default. All
ratings are subject to review upon receipt of final
documentation," S&P said.

"At the close of the transaction, we estimate Tempur-Pedic will
have about $1.95 billion in total debt outstanding," S&P said.

"The ratings on Tempur-Pedic International Inc. reflect our view
that the company will have a 'fair' business risk profile and an
'aggressive' financial risk profile following the pending
acquisition of Sealy Corp. Key credit factors in our assessment of
Tempur-Pedic's fair business risk profile include its portfolio of
well-recognized brands, its geographic diversification, and its
strong market position in the North American mattress industry.
Other key credit factors include its narrow business focus in a
highly competitive industry, exposure to raw material cost
volatility, and vulnerability to reduced discretionary spending in
an economic downturn," S&P said.

"Our view of Tempur-Pedic's financial profile reflects credit
measures following the transaction that we estimate will be in
line with the indicative ratios for an aggressive financial risk
profile, which includes adjusted leverage of 4x to 5x and funds
from operations (FFO) to total debt of 12% to 20%. We estimate
that pro forma for the proposed transaction, credit measures will
weaken given the substantial increase in debt, with adjusted
leverage of about 4.4x and FFO to total debt of about 10%. We
estimate leverage for Tempur-Pedic before this transaction was
close to 1.5x and FFO to total debt was more than 40% for the 12
months ended Sept. 30, 2012," S&P said.

On a combined basis, Tempur-Pedic and Sealy have grown revenues
over the past year as the companies have benefited from new
products, distribution gains, and strong consumer demand in the
specialty bedding segment. However, sales and profitability for
Tempur-Pedic have shown some weakness over the past six months,
with revenues declining 6.6% as a result of increased competition
in the North American market. Although S&P believes economic and
retail conditions remain somewhat uncertain and the industry will
experience some cost inflation over the near term, it believes
Tempur-Pedic's credit measures will strengthen as profitability
improves and the company repays debt.  S&P's forecast assumptions
include:

-- Low-single-digit revenue growth for 2013, reflecting a
    continued recovery in consumer bedding demand and
    contributions from new specialty bedding products for both
    Tempur-Pedic and Sealy.

-- EBITDA margins decline about 30 basis points in 2013,
    primarily reflecting spending on new products and promotions.
    Thereafter, S&P expects synergy benefits, a more favorable
    product mix, and volume leverage will lead to modest margin
    expansion starting in 2014.

-- Annual capital expenditures of about $61 million for 2013.

-- Discretionary free cash flow of about $145 million in 2013.

-- No share repurchases, as S&P expects free cash flow will be
    used for debt reduction.

Based on its forecast, S&P estimates that by the end of the fiscal
year ending December 2013, adjusted leverage could improve closer
to 4x and FFO to total debt should exceed 13%.

"Tempur-Pedic markets and manufactures proprietary viscoelastic
foam mattresses and pillows under the TEMPUR and Tempur-Pedic
brands. The acquisition of Sealy will broaden the company's
product line to include both inner-spring and foam mattresses
under the Sealy, Sealy Posturepedic, Stearns & Foster, and Optimum
brands. We believe the U.S. mattress industry, with an estimated
$6.8 billion of wholesale sales as of June 2012, is highly
competitive, with the top five manufacturers accounting for more
than 68% of the market, and the remaining portion of the market
being very fragmented. The combination of Tempur-Pedic and Sealy
provides the company with an estimated 30% share of the overall
wholesale bedding market, and close to 50% share of the specialty
bedding segment, which we believe improves its competitive
position and enhances its ability to secure floor space for new
products over the next year. In addition, we believe the combined
company has good international diversification, with close to a
third of revenue generated outside of the U.S. While the bedding
industry has historically demonstrated stability in various
economic environments, the most recent recession and weakness in
the housing industry caused unit declines for the industry overall
during 2009 and 2010. Industry growth resumed as the economy began
to recover in 2011, and has continued to improve during the first
nine months of 2012. Input cost inflation, especially for foam and
steel, has been a headwind for the industry over the past two
years, but we expect some moderation going forward due to a
slowing global economy," S&P said.

S&P believes Tempur-Pedic will have 'adequate' sources of
liquidity to meet its needs during the next 12 months.  It expects
Tempur-Pedic's sources of liquidity during this period will exceed
uses by more than 1.2x and that net sources will be positive, even
with a 15% drop in EBITDA. This is based on these information and
assumptions:

-- S&P estimates that immediately following the transaction the
    company will have close to $40 million in cash on its balance
    sheet.

-- S&P believes availability on its new $350 million revolving
    credit facility expiring 2017 and cash flow will be sufficient
    to meet working capital needs.

-- S&P ecpects financial maintenance covenants in the proposed
    credit facility will include maximum net leverage and minimum
    interest coverage ratio tests, with at least 20% EBITDA
    cushion over the next year.

-- The company will not have any significant debt maturities
    until 2017.

-- S&P believes Tempur-Pedic will generate more than $230 million
    of FFO over the next 12 months, more than sufficient to cover
    an estimated $61 million of annual capital spending.

-- S&P believes Tempur-Pedic has sound relationships with its
    banks and a satisfactory standing in the credit markets.

"The issue-level ratings on Tempur-Pedic's proposed $1.77 senior
secured credit facilities is 'BB', with a recovery rating of '2',
indicating our expectation for substantial  (70% to 90%) recovery
for lenders in the event of a payment default. The senior secured
credit facilities include a  $350 million revolving credit
facility due 2017, a $650 million term loan A due 2017, and a
$770 million term loan B due 2019. The issue-level rating on
Tempur-Pedic's proposed $350 million of senior unsecured notes due
2020 is 'B+', with a recovery rating of '5', indicating our
expectation for modest (10% to 30%) recovery in the event of
default," S&P said.

"The outlook for Tempur-Pedic is stable, reflecting our
expectation that the company will maintain adequate liquidity and
improve operating performance and cash flows over the near term,
while strengthening credit measures over the next year as
profitability improves and the company repays debt," S&P said.

"We could consider raising the ratings if the company is able to
strengthen its operating performance, repay debt, and improve
credit measures, including reducing leverage to below 3.5x and FFO
to total debt close to 20%. We estimate the company could achieve
these metrics by the end of 2014 in a scenario where sales
increased close to 10% while EBITDA margins improved about 100
basis points from the end of 2012, reflecting growth for new
higher-margin products and the realization of cost savings and
synergy benefits," S&P said.

"Alternatively, we could consider a lower rating if the company
experiences operating difficulties such that credit measures
deteriorate, resulting in leverage of more than 5x. We could also
consider a lower rating if the company's liquidity is materially
pressured or if the company pursues a more aggressive financial
policy, including debt-financed share repurchases," S&P said.

Ratings List

Ratings assigned

Tempur-Pedic International Inc.

Corporate credit rating              BB-/Stable/--
Senior secured
  $350 mil. revolver due 2017         BB
    Recovery rating                   2
  $650 mil. term loan A due 2017      BB
    Recovery rating                   2
  $770 mil. term loan B due 2019      BB
    Recovery rating                   2
Senior unsecured
  $350 mil. notes due 2020            B+
    Recovery rating                   5


TOPTV: South African Pay-TV Files for Bankruptcy
------------------------------------------------
C21Media.net reports TopTV, the South African pay-TV alternative
to MultiChoice's market-leading DStv, has filed for the equivalent
of Chapter 11 bankruptcy protection.

According to the report, owned and operated by Johannesburg-based
On Digital Media, TopTV has undergone a management shake-up this
year, with Eddie Mbalo taking over as interim CEO from incumbent
Vino Govender in February.

The report relates Mr. Mbalo has admitted two-year-old TopTV
"faced challenges and had made some mistakes" but promised "a new
beginning" for the company, which offers lower cost pay-TV to
mostly middle class South Africans.

The report says On Digital Media said it was seeking a "business
rescue" under section 129 of the Companies Act, which is the South
African equivalent of Chapter 11.  The move puts TopTV in the
hands of a government-approved business rescue practitioner who
has the job of turning around financially distressed companies in
the interests of all stakeholders and creditors.  On Digital Media
said this would "provide a protective bubble" and give it some
time to find a strategic equity partner.

TopTV offers pay-TV via satellite to South Africans, and has
carriage deals with the likes of Fox International Channels,
Disney and Discovery Networks.


TOWN SPORTS: Moody's Affirms 'B1' CFR; Outlook Remains Stable
-------------------------------------------------------------
Moody's Investors Service affirmed Town Sports International
Holdings, Inc.'s B1 corporate family rating and B2 probability of
default rating. Moody's also affirmed the Ba3 rating on Town
Sports International, LLC's (wholly-owned subsidiary of Town
Sports International Holdings, Inc. - collectively referred to as
"Town Sports") amended/expanded senior secured credit facility .
The speculative grade liquidity rating was affirmed at SGL-1. The
ratings outlook remains stable.

The rating action was prompted by the company's plan to pay an
approximately $92 million special dividend to shareholders that
will be funded with a $75 million incremental term loan and cash.
The company is seeking an amendment to the credit agreement that
will allow the transaction to occur.

Although the dividend is a credit negative, Moody's still expects
credit metrics to remain appropriate for the ratings. Pro forma
for the transaction, debt to EBITDA increases to 4.7 times from an
actual level of 4.4 times through the twelve months ended
September 30, 2012 (Moody's adjusted). In the press release dated
April 2, 2012, Moody's stated that the rating could be pressured
if leverage exceeded 5.0 times. The affirmation also reflects
Moody's expectation that modest earnings growth combined with debt
reduction will result in debt to EBITDA declining to 4.5 times
over the next 12 to 18 months. Moody's expects, however, some
short-term pressure on operating results owing to soft membership
trends and temporary operational disruptions at Town Sports'
Downtown Manhattan clubs stemming from the storm Sandy. Moody's
expects growth in personal training and price increases to offset
these pressures longer-term.

Ratings affirmed (LGD assessments and point estimates revised as
noted):

Town Sports International Holdings, Inc.

Corporate family rating at B1

Probability of default rating at B2

Speculative grade liquidity rating at SGL-1

Town Sports International, LLC

$50 million senior secured revolving credit facility due 2016 at
Ba3 (to LGD2, 25% from LGD2, 23%)

$330.7 million (upsized from $255.7 million) senior secured term
loan B due 2018 at Ba3 (to LGD2, 25% fromLGD2, 23%)

Rating Rationale

Town Sports' B1 corporate family rating is constrained by its high
financial leverage, modest interest coverage with EBITDA less
capex to interest below 2.0 times, modest scale, and exposure to
discretionary consumer spending trends. In addition, operating
performance is strongly tied to the economic health of the Mid-
Atlantic and Northeast markets it serves, more specifically the
New York City metro. The rating is supported by the company's
business position as a large-scale fitness club operator, a large
and growing membership base, and favorable long-term fundamentals
for the fitness industry.

The affirmation of the SGL-1 speculative grade liquidity rating
reflects Moody's expectation that Town Sports will maintain a very
good pro forma liquidity profile near-term, supported by positive
free cash flow generation and ample room under the financial
covenants governing the credit agreement.

The stable outlook reflects Moody's expectation that operating
performance will modestly improve over the next 12 to 18 months
and that free cash flow will remain positive due to limited
discretionary capital spending.

A ratings upgrade is unlikely in the near term given Town Sports
size and limited geographic diversification. Over the medium term,
a substantial expansion of the revenue base and geographic
diversification accompanied by significantly stronger credit
metrics could lead to an upgrade.

The ratings could be downgraded if there is pressure on
profitability such that debt to EBITDA is sustained above 5.0
times, EBITDA less capex coverage of interest expense falls to 1.5
times (excluding discretionary spending), and/or liquidity
materially weakens.

The principal methodology used in rating Town Sports International
Holdings, 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.

Town Sports International Holdings, Inc., through its wholly-owned
operating subsidiary Town Sports International, LLC, is one of the
leading owners and operators of fitness clubs in the Northeast and
Mid-Atlantic regions of the United States. Revenue for the twelve
months ended September 30, 2012 was $481 million.


TRIUS THERAPEUTICS: Incurs $17.7 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
Trius Therapeutics, Inc., reported a net loss of $17.68 million on
$5.97 million of total revenues for the three months ended
Sept. 30, 2012, compared with net income of $14.31 million on
$30.43 million of total revenues for the same period during the
prior year.

The Company reported a net loss of $39.70 million on $22.02
million of total revenues for the nine months ended Sept. 30,
2012, compared with a net loss of $5.73 million on $36 million of
total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $80.25
million in total assets, $18.90 million in total liabilities and
$61.34 million in total stockholders' equity.

At Sept. 30, 2012, Trius had cash, cash equivalents and
investments totaling $70.9 million.

As of Nov. 1, 2012, Trius had 39,406,671 shares outstanding.

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

                        http://is.gd/Gp4qaf

                      About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said it has incurred losses since its inception and it anticipates
that it will continue to incur losses for the foreseeable future.
As of Dec. 31, 2011, the Company had an accumulated deficit of
$95.4 million.  The Company has funded, and plan to continue to
fund, its operations from the sale of securities, through research
funding and from collaboration and license payments, including
payments under the Bayer collaboration.  However, the Company has
generated no revenues from product sales to date.


VANN'S INC: Court Approves $4.5MM Sale to McMagic Partners
----------------------------------------------------------
Ravalli Republic reports that U.S. Bankruptcy Court Judge John L.
Peterson has approved the sale of five Vann's retail stores to
Texas-based McMagic Partners LP.

The report notes Judge Peterson's approval of the motion clears
the way for the closing of the $4.5 million deal set to keep the
stores open.  McMagic will acquire the retail electronic and
appliance stores in Missoula, Hamilton, the Flathead Valley,
Billings and Bozeman.  McMagic is owned by a Florida-based company
that runs a chain of electronics stores in the Southwest,
according to the report.

The report relates Dick Samson, the bankruptcy trustee, testified
during a hearing Friday before Judge Peterson that the deal was
the best possible scenario for Vann's.  The trustee said
liquidation of the stores' inventory would result in almost
$1 million less to pay creditors.

According to the report, Mr. Samson said after the hearing he
believed Judge Peterson wanted more time to review specific
details of payment plans structured into the purchase agreement.
Any changes made by Judge Peterson shouldn't hold up the closing
of the sale on Nov. 5, 2012, Mr. Samson said.

According to the report, Mr. Samson said three potential buyers
had stepped forward during the process.  Two other backed out
and McMagic submitted a letter of intent to purchase Vann's on
Oct. 16.  The asset purchase agreement filed in court doesn't
guarantee employee retention.

The report notes a McMagic representative said the company plans
to retain employees, but couldn't say how many or who would be
retained.

                        About Vann's Inc.

Vann's Inc. -- http://www.vanns.com/-- a retailer of appliances
and consumer electronics with five stores in Montana, filed for
Chapter 11 protection (Bankr. D. Mont. Case No. 12-61281) in
Butte, Montana, on Aug. 5, 2012.  The Debtor also owns outdoor
clothing and sports products at http://www.bigskycountry.com/
Vann's is owned by an employee stock ownership plan trust.

Vann's Inc. disclosed assets of $17.6 million and liabilities of
$14.4 million.  Assets include $12.2 million cost-value of
inventory plus $1 million in current accounts receivable.  The
Company owes $4 million to First Interstate Bank.  It also owes
$4.8 million on an inventory loan from GE Commercial Distribution
Finance Corp.

Bankruptcy Judge John L. Peterson presides over the case.  Vann's
hired Perkins Coie LLP's Alan D. Smith, Esq., and Brian A.
Jennings, Esq., as counsel; and Hamstreet & Associates, LLC, as
turnaround and restructuring advisors.

GE Commercial Distribution Finance Corporation is represented by
Gary Vincent, Esq., at Husch Blackwell LLP, and the Law Offices of
John P. Paul, PLLC.  First Interstate Bank, the DIP Lender, is
represented by Benjamin P. Hursh, Esq., at Crowley Fleck PLLP.

The U.S. Trustee has formed a seven-member creditors committee.
The Committee is represented by Halperin Battagia Raicht, LLP, and
Ross Richardson.

The Court appointed Montana lawyer Richard J. Samson as trustee
for Vann's on Oct. 3.  The case was later converted to liquidation
in Chapter 7 on Oct. 26.


VERTIS HOLDINGS: Wins Approval of DIP Loan, Bidding Protocol
------------------------------------------------------------
Jamie Mason at The Deal reports that Judge Christopher S. Sontchi
of the U.S. Bankruptcy Court for the District of Delaware in
Wilmington approved on Nov. 1 procedures for the bidding, auction
and sale of Vertis Holdings Inc.'s assets. Judge Sontchi also
approved, on a final basis, the Debtor's $150 million DIP loan and
use of cash collateral.

Quad/Graphics Inc. will open the bidding with its $258.5 million
offer.  Pursuant to the bidding procedures, Quad/Graphics as
stalking horse will get an $8 million breakup fee and up to
$2.5 million in expense reimbursement if it didn't win the
auction.  According to The Deal, competing bidders must offer at
least $15.5 million more initially than the stalking-horse bidder
-- a $5 million overbid, plus the breakup fee and expense
reimbursement -- by Nov. 23 and provide a 10% deposit.

According to the report, if Vertis receives at least one qualified
rival offer, it will hold an auction Nov. 30, at which bids would
have to increase in increments of at least $5 million.  A sale
hearing is scheduled for Dec. 6, said the Debtor's counsel Jason
M. Madron of Richards, Layton & Finger PA, according to The Deal.

The report relates Vertis will fund operations through the sale
with the aid of the $150 million DIP from lenders led by GE
Capital Corp.  The loan includes a $20 million letter of credit
subfacility and a $25 million swing line subfacility.  GE Capital
Markets Inc. is the lead arranger and bookrunner.

According to The Deal, the DIP loan is priced at Libor plus 475
basis points or an index rate plus 375 basis points.  If the
Debtor defaulted on the DIP loan, the interest rate would increase
by 200 basis points.  The index rate is the highest of prime, 100
basis points over the federal funds rate and 100 basis points over
three-month Libor.

The report says the postpetition loan matures on the earliest of
Dec. 3, the closing of a sale of Vertis' assets or confirmation
of a Chapter 11 plan.  The DIP loan will repay the amount
outstanding on the Debtor's prepetition revolver.  The Debtor owed
$68.6 million on a prepetition revolver led by GE Capital, which
matures Nov. 19, 2014.

The report adds the DIP loan carries a 1.75% closing fee, a 4.75%
letter of credit fee and a 0.5% unused facility fee.  If the
Debtor wanted to extend the maturity date of the loan, it would
pay a 0.05% fee on the first extension, a 0.1% fee for the second
extension and a 0.15% fee for a third extension.  The loan has a
$1.5 million carve-out for professional fees.

                           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.


VIVISOURCE LABORATORIES: Case Summary & Creditors List
------------------------------------------------------
Debtor: ViviSource Laboratories, Inc.
        830 Winter Street
        Waltham, MA 02451
        Tel: (617) 401-4600

Bankruptcy Case No.: 12-18788

Chapter 11 Petition Date: October 31, 2012

Court: U.S. Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: William V. Sopp, Esq.
                  BURNS & LEVINSON LLP
                  125 Summer Street
                  Boston, MA 02110
                  Tel: (617) 345-3829
                  Fax: (617) 345-3299
                  E-mail: wsopp@burnslev.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 with the petition is available for free at:
http://bankrupt.com/misc/mab12-18788.pdf

The petition was signed by Andrew M. Slee, chief executive
officer.


WALTER ENERGY: S&P Lowers CCR to 'B+' on Higher Leverage
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Walter Energy Inc. to 'B+' from 'BB-'. "At the same
time, we lowered our rating on the company's senior secured bank
debt to 'B+' from 'BB-'. Our recovery rating on the secured bank
debt remains unchanged at '3' and indicates our expectation for
meaningful (50%-70%) recovery in the event of default. The outlook
remains negative," S&P said.

"The downgrade reflects our expectation that Walter Energy's
leverage will climb to about 5x next year due to sharply lower
metallurgical coal prices, as well as higher-than-expected
operating costs at its recently acquired Canadian mines," said
credit analyst Marie Shmaruk."These conditions caused the company
to write down all $1.1 billion of goodwill related to its 2011
acquisition of Western Coal Corp. and negotiate more flexibility
under restrictive leverage covenants governing its revolving
credit facility."

"The negative outlook reflects our view that Walter Energy's
leverage is likely to climb to about 5x EBITDA in 2012 and is
likely to remain at or above 5x into 2013. We would lower our
rating if leverage continues to rise and is sustained well above
5x. This could occur if met coal prices continue to deteriorate
because steel manufacturing further slows weaker-than-expected
global economic conditions," S&P said.


WESTERN BIOMASS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Western Biomass Energy LLC
        525 University Loop, #111
        Rapid City, SD 57701

Bankruptcy Case No.: 12-21085

Chapter 11 Petition Date: October 31, 2012

Court: U.S. Bankruptcy Court
       District of Wyoming (Cheyenne)

Debtor's Counsel: Stephen R. Winship, Esq.
                  WINSHIP & WINSHIP, PC
                  P.O. Box 548
                  Casper, WY 82602
                  Tel: (307) 234-8991
                  Fax: (307) 234-1116
                  E-mail: steve@winshipandwinship.com

Scheduled Assets: $2,885,146

Scheduled Liabilities: $35,367,502

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/wyb12-21085.pdf

The petition was signed by Thomas Bolan, manager.


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

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

                            OUTLOOK

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


WPACES: S&P Cuts Rating on $7.45-Mil. Revenue Bonds to 'BB+'
------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its rating to 'BB+'
from 'BBB-' on West Philadelphia Achievement Charter Elementary
School (WPACES), Pa.'s $7.45 million series 2011 revenue bonds
issued by the Philadelphia Authority for Industrial Development.

"The downgrade reflects our view of WPACES's weaker academic
performance compared with last year and current enrollment levels
that greatly exceed the charter cap, which the charter authorizer,
the School District of Philadelphia, is concerned with,
presenting, in our opinion, risk to future charter renewal," said
Standard & Poor's credit analyst Sharon Gigante. "Specifically,
the school reported lower test scores that did not meet adequate
yearly progress requirements and Standard & Poor's rating action
is a result of the authorizer's concern about academic performance
at the school," said Ms. Gigante.

Standard & Poor's expects this to be an ongoing challenge for the
next couple of years as the school works toward improving the
academic performance of its students and the authorizer view's the
academic performance of the school more favorably.

"While the school is legally able to exceed the enrollment cap,
the lack of a signed charter and the low academic performance
present a credit risk that demonstrate the characteristics of high
speculative-grade charter school. The school district does not
provide funding for students enrolled beyond the cap, forcing the
school to seek payment directly from the state, which leads to
funding uncertainty," S&P said.

"The rating and outlook also reflects Standard & Poor's view of
the general credit risks associated with all charter schools,
including the need for ongoing charter renewal by the school's
authorizer and maintenance of student enrollment at a level
sufficient to support debt service over the life of the bonds,"
S&P said.

"The stable outlook reflects Standard & Poor's view that the
school is demonstrating strong demand trends and adequate
financial performance, which should continue as long as the state
continues to fund payments directly to WPACES for students that
exceed the cap," S&P said.

Standard & Poor's believes a negative rating or outlook action is
possible if the school district continues to site concerns
regarding poor academic performance during the one- to two-year
outlook horizon. Standard & Poor's believes a positive rating or
outlook change is possible if the school's academic performance
improves so that it achieves improved academic performance
acceptable to the school district.


* Uncertainty of Enforceability of Orders From Another Country
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the notion that courts in one country will enforce
bankruptcy court orders from another country was dealt a blow by
the highest court in the U.K.

According to the report, in the next few weeks, the idea of
universalism in bankruptcy may be defeated a second time when the
U.S. Court of Appeals in New Orleans hands down a decision in a
case involving Mexican glassmaker Vitro SAB.

Mr. Rochelle notes that the U.K. decision doesn't bode well for
the trustee of Bernard L. Madoff Investment Securities Inc. in his
lawsuits to recover from foreign investors in the Ponzi scheme.
On the other hand, the English case may give comfort to the three
judges on the Fifth Circuit in New Orleans by bolstering the view
that refusing to enforce a Mexican reorganization in the U.S.
isn't a radical development in international bankruptcy law.

According to the report, the U.K. Supreme Court ruled on Oct. 24
that English courts won't enforce bankruptcy court judgments from
another country if the defendant wasn't present in that country
when the lawsuit began, didn't voluntarily consent to the
jurisdiction of the foreign court by participating in the case,
didn't defend the suit, and consequently was saddled with a so-
called default judgment.  It doesn't matter, according to the U.K.
court, that the foreign court believed it had jurisdiction over
the foreign defendant and the right to make a default judgment.

The U.K. ruling "will give rise to some uncertainty," according to
Dominic McCahill, an English lawyer with the London office of
Skadden, Arps, Slate, Meagher & Flom LLP.

The report notes that the U.K. opinion was the more remarkable
because it reversed a 2006 Privy Council decision called Cambridge
Gas written by now-retired Lord Leonard Hoffman, who was regarded
as the leading U.K. jurist on international bankruptcy law.  In
cases where the defendant wasn't present in the foreign country,
Cambridge Gas said that a foreign judgment in bankruptcy matters
would be enforced in the U.K. when civil judgments in
nonbankruptcy matters wouldn't.

Two cases were decided together by the U.K. Supreme Court.  One,
called Rubin v. Eurofinance SA, involved a $10 million default
judgment made by the U.S. Bankruptcy Court in Manhattan in a
fraudulent transfer suit against foreign defendants who didn't
defend the suit.

The English Chancery Division recognized the U.S. bankruptcy as
the so-called foreign main proceeding under U.K. law similar to
Chapter 15, the U.S. law governing multinational bankruptcy.
Nonetheless, the Chancery judge refused to enforce the default
judgment in the U.K. The U.K. Court of Appeal reversed, concluding
that the default judgment was enforceable.

Writing a 50-page, single-spaced opinion for the Supreme Court,
Lord Lawrence Collins surveyed a hundred years of U.K. law on
enforcement of foreign bankruptcy judgments.  He concluded that
the default judgment wouldn't be enforced under existing U.K. law
were it part of an ordinary civil suit.

Lord Collins stated the issue on appeal: "As a matter of policy
should the court, in the interests of universality of insolvency
proceedings, devise a rule for the recognition and enforcement of
judgments in foreign insolvency proceedings which is more
expansive, more favorable to liquidators, trustees in bankruptcy,
receivers and other fiduciaries and other office holders, than the
traditional common law rule embodied in the Dicey Rule, or should
it be left to legislation proceeded by any necessary
consultation?"

In a 4-1 decision, Lord Collins answered the question by saying
that enforcement of the foreign default bankruptcy judgment would
be a "radical departure from substantially settled law."  Changing
U.K. law in bankruptcy cases to enable enforcement of a foreign
default judgment requires legislative action, he said.  Lord
Collins said that the U.K. version of U.S. Chapter 15 on cross-
border bankruptcy has nothing to say about enforcement of default
judgments against defendants who weren't present in the foreign
country and didn't consent to the power of the foreign court.

Other than in matrimonial matters, the notion of "reciprocity has
not played a part in the recognition and enforcement of foreign
judgments," Lord Collins said.  Enforcing foreign default
judgments "would be only to the detriment of U.K. businesses
without any corresponding benefit."

In the U.K. Supreme Court, the companion case to Rubin was a
bankruptcy from Australia called New Cap Reinsurance Corp. v.
Grant, where the liquidators received a default judgment for
recovery of a payment made to a U.K. company shortly before
bankruptcy, the equivalent of a preference in U.S. law.  Lord
Collins ruled that the default judgment in New Cap was enforceable
in the U.K. because the defendant filed a proof of claim in the
Australian bankruptcy.  He said that the defendant "should not be
allowed to benefit from the insolvency proceeding without the
burden of complying with orders made in that proceeding."

Madoff trustee Irving Picard submitted a brief urging the
U.K. Supreme Court to enforce the default judgments.  Mr. Picard
has several suits that may be affected by the U.K. ruling.
Mr. Picard is seeking to enforce about $250 million in judgments
from Gibraltar against companies located in the Cayman Islands and
the British Virgin Islands.  Mr. Picard also has a $1.07 billion
default judgment from November 2010 against a so-called feeder
fund named Harley International (Cayman) Ltd.  The U.K. opinion
"makes life significantly harder for a trustee to follow the
money," Skadden's Mr. McCahill said in an interview.  The Madoff
trustee's spokeswoman declined to comment on the implications of
the U.K. decision for the collection of Mr. Picard's judgments.

In the Vitro case, the Court of Appeals in New Orleans is deciding
whether to uphold a ruling in June from a bankruptcy court in
Dallas refusing to enforce the glassmaker's reorganization plan
approved by a court in Mexico.  The appeal was argued on Oct. 3.

The Mexican government submitted papers to the New Orleans court
saying that failure to enforce the Mexican reorganization plan
"may substantially complicate further bankruptcy cooperation
between courts in the U.S. and Mexico."  The Mexican government
also said "the stakes for international bankruptcy cooperation are
incredibly high."

The U.K. ruling could have differing implications for Vitro.  From
one point of view, the U.K. decision could be seen as showing that
failure to enforce another country's bankruptcy judgment isn't so
revolutionary.  On the other hand, U.S. bondholders in the Vitro
case participated actively in the Mexican reorganization and lost.
Vitro could take the position that by the U.K.'s standard, the
Mexican reorganization should be enforced because the creditors
participated actively in Mexico and lost.  Lawyers for the Vitro
bondholders declined to comment.

By overruling the Cambridge Gas decision, the U.K. Supreme Court
has reopened the question of whether a foreign reorganization plan
will be enforced in the U.K. with respect to creditors or
shareholders who weren't present in the foreign country and didn't
participate in the bankruptcy.  The case may not be the end of
bankruptcy cooperation between the U.K. and the U.S. because "an
English court will recognize a discharge of a debt if it's
governed by U.S. law," Mr. McCahill said.

The U.K. decision is Rubin v. Eurofinance SA, 2011/0209, U.K.
Supreme Court. The Vitro appeal in the Circuit Court is
Vitro SAB de CV v. Ad Hoc Group of Vitro Noteholders (In re
Vitro SAB de CV), 12-10689, U.S. Court of Appeals for the Fifth


* Manhattan Bankruptcy Court's Operations Affected by Sandy
-----------------------------------------------------------
Joseph Checkler and Rachel Feintzeig, writing for Dow Jones' Daily
Bankruptcy Review, report that the U.S. Bankruptcy Court building
in Lower Manhattan remains paralyzed, forcing a scramble by judges
and lawyers to hold key hearings wherever they can find a
courtroom.

According to the report, the court, one of the country's
bankruptcy epicenters, on Monday took the rare step of issuing an
order allowing judges to go outside the Southern District of New
York to hold hearings.  The order cites "extraordinary damage and
disruption," "widespread power and utility outages," and
"extensive transportation problems" in the New York area.

The report relates judges are turning to open courthouses in
places like Brooklyn and White Plains, N.Y., where the buildings
fared better than the one downtown, to ensure that bankruptcy
proceedings -- which operate on a much faster track than most
other legal matters -- can go on.

"It is currently unclear when the United States Bankruptcy Court
in Manhattan will again be accessible," said the order, signed by
Chief Judge Cecelia G. Morris.

Judge Morris' order also noted that, "Current transportation
restrictions render it difficult and in some cases impossible for
individuals to travel to the Courthouse."

The report notes a spokesman for Consolidated Edison Inc. told Dow
Jones Newswires that power to the building was restored Monday.

The report also relates a spokeswoman for the U.S. Trustee's
office, the unit of the Justice Department that monitors
bankruptcy cases, said lawyers from its Manhattan offices were
working out of the Brooklyn office as well as other locations.

Dow Jones also reports that bankruptcy professionals, with an eye
on struggling companies that require swift action to stay afloat,
are using technology and ingenuity to keep cases on track.  From
orders that have popped up online even as courtroom doors remained
shut, to telephonic hearings that allowed key settlements to be
put into place, attorneys say the industry is banding together to
make sure their cases don't suffer because of Sandy.


* Storm Forces Stroock to Move Into Kirkland's Manhattan Office
---------------------------------------------------------------
Rachel Feintzeig, writing for Dow Jones' Daily Bankruptcy Review,
reports Stroock & Stroock & Lavan LLP just moved into two floors
in Kirkland & Ellis LLP's Midtown Manhattan space after Stroock's
downtown Manhattan office sustained damage from superstorm Sandy
that could take weeks to repair.

It's "kind of serendipity," Kirkland's Jonathan Henes said,
according to Dow Jones.  "We had the space; Stroock had the need.
The friendship that had been building up over the years just made
it easy to make it work."

Dow Jones relates Kirkland & Ellis has been collecting and
distributing clothes, blankets, food and batteries for its staff
that lost their homes to fires and flooding, in addition to
helping orchestrate the short-term deal for Stroock's
professionals to use space for as long as they need.  Other law
firms and businesses have provided Stroock with computers and
office equipment.

According to the report, Stroock's phone lines still aren't
functioning properly; some numbers are being answered by the
firm's Los Angeles office, and others don't go through at all.
The report says lawyers are hoping for clearance to climb the 30
or so flights to their offices sometime soon to retrieve files.
But in general, with the help of everything from the firm's backup
servers in New Jersey to iPads equipped with wireless Internet
access, it's been business as usual for Stroock.


* Moody's Says Casinos, Utilities to Suffer After Hurricane
-----------------------------------------------------------
Casinos in Atlantic City and electric utilities in New York and
New Jersey will be among the hardest-hit companies after Hurricane
Sandy, Moody's Investors Service says in a new report, while the
building, capital goods, consumer products and certain retail
sectors will all receive a boost from the storm.

"We expect Atlantic City casinos' earnings to drop by at least
25%, and they could decline by as much as 50%, in the next two
quarters," says Keith Foley, Senior Vice President and a co-author
of "Hurricane Sandy's Credit Impact." Gaming operators with just
one property in what was already an ailing market, such as Revel
Atlantic City and Marina District Finance Company, are most at
risk, he says.

Mid-Atlantic utilities Consolidated Edison, Jersey Central Power &
Light and Public Service Electric and Gas will see revenues go
down in the fourth quarter due to power outages and restoration
costs, Moody's says. These firms are likely to recover their
losses through mechanisms including customer rate increases,
albeit with some lag.

In the telecommunications sector, the hurricane will have the
biggest effect on wireline providers due to equipment replacement,
overtime pay and credits to customers for disrupted service.
Revenue will decline less than 1% in the fourth quarter, Moody's
says. On the wireless side, the loss of some cell towers will be
offset by increased data revenue, since people relied heavily on
their phones during the hurricane. The carrier most affected is
Verizon Communications.

Restaurants and media/entertainment companies will see minimal
revenue declines, since most Moody's-rated restaurants are large,
multi-regional or national chains. Local media in storm-affected
regions will feel a bigger impact than national media operators,
while cable operators and newspaper publishers were also hurt.
Cablevision Systems and The New York Times Company are among the
most affected.

"Building products companies, unsurprisingly, will benefit in the
aftermath of the storm, with some reporting stronger-than-usual
numbers in 2012's final quarter," says Vice President Peter Doyle.
Building materials companies in affected regions, such as New
Enterprise Stone and Lime, will see an uptick in demand over the
next few quarters.

Both manufacturers and renters of heavy machinery will see
increased demand for certain types of equipment. Similarly,
electrical-component suppliers and makers of roofing and
insulating materials, back-up generators and products used in
infrastructure replacement and repair will also receive a boost
from the storm.

Auto sales should rebound toward the end of 2012 and into 2013
after a post-hurricane dip, with a neutral to modestly favorable
impact on the earnings of General Motors, Ford and Chrysler. In
the tech sector, Cisco Systems, Juniper Networks, Hewlett-Packard
and Dell could benefit from spending on replacement equipment,
though the effect will be modest.

Consumer products firms and some retailers will see a slight
increase in sales, with home improvement retailers benefiting the
most from consumers shopping before and after the storm.
Discounters, supermarkets and drug stores will also receive a
boost, as will battery makers and manufacturers of household
appliances and furnishings.

Moody's research subscribers can access this report at
http://www.moodys.com/research/North-American-Corporations-and-
Electric-Utilities-Hurricane-Sandys-Credit-Impact--PBC_147036.


* New Gaming Facilities in Ohio to Hit Neighboring Casinos
----------------------------------------------------------
New gaming facilities could place Ohio among the top 10 commercial
gaming jurisdictions in the US next year, Moody's Investors
Service says in a new report, "Ohio Scores Early Win From Its Bet
on Casinos." Revenues from gaming are expected to be in the range
of $1.2 billion to $1.5 billion in 2013 as more facilities closer
to home draw Ohioans to the slots and table games.

"Three casinos and a racino have opened in Ohio since May this
year, introducing a large new gaming jurisdiction to the Midwest,"
says analyst and author of the report John Zhao. Within the next
two years, he adds, the state could have up to four land-based
casinos and seven racetracks with video lottery terminals. Ohio
has allowed casino gambling since last spring.

"Casinos in neighboring states that were previously the nearest
destination for gamblers from Ohio stand to lose a significant
amount of cross-border traffic," Zhao notes. Riverboat casino
operators in eastern Indiana are particularly exposed, as they
draw heavily from Ohio and face considerable competition in their
home state, he says, while operators in West Virginia will lose
customers to new facilities in Cleveland and Columbus at the same
time they face strong competition from Pittsburgh.

Among the companies that are most exposed are MTR Gaming Group
Inc., which operates in West Virginia and western Pennsylvania.
While it has benefitted from its new Scioto Downs racino in
Columbus, that now faces competition from Penn National Gaming
Inc.'s new casino in that city, while other operators are expected
to open two new racinos in Cleveland.

Pinnacle Entertainment Inc. is exposed through its riverboat
casino in Indiana, but its planned racino near Cincinnati should
help soften the impact.

"The early movers will be the big winners," Zhao says. "Early
entrants ROC Finance LLC and Penn National stand to gain the most
from the surge of new gaming revenue in Ohio as they build both
casinos and racinos in the state's largest cities." And the
biggest risk for those companies is cannibalization and
competition from more new gambling facilities.

Moody's research subscribers can access this report at

                     http://is.gd/j8VTk8


* Weiland Gets "First-Tier Ranking" as Boutique Bankruptcy Firm
---------------------------------------------------------------
Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP on Nov. 2
announced that it received for a third consecutive year a "First-
Tier Ranking" for bankruptcy and creditor-debtor rights/insolvency
and reorganization from U.S. News Media Group and Best Lawyers.
The ranking is based on a rigorous evaluation process that
includes a collection of client and lawyer evaluations, peer
review from leading attorneys in the field, and review of
additional information provided by law firms as part of the formal
submission process.  In addition, Jeffrey Golden, Evan Smiley and
Philip Strok were again selected as the "Best Lawyers in America"
for bankruptcy and creditor-debtor rights/insolvency and
reorganization.

As one of California's leading boutique insolvency firms, Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP is uniquely qualified to
represent business debtors, creditors, creditors' committees,
trustees, asset purchasers and other parties in the largest
bankruptcy cases throughout  the nation.  The firm also
specializes in out-of-court workouts where the chapter 11 process
is avoided.  The firm's attorneys are graduates of nationally
ranked law schools, and have served judicial clerkships to United
States Bankruptcy Judges, and/or apprenticed with major national
law firms.

"We are very excited again to be ranked among the top law firms in
the nation," said Lei Lei Wang Ekvall, partner with Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP.  "Our success stems from
the unique combination of services and expertise we bring to our
clients.  We offer the sophistication, experience, and scholastic
excellence of a large law firm with the efficient, hands-on
attitude and focus of a specialized boutique.  This has always
been a winning recipe for success at our firm, and the U.S. News'
Best Lawyers honor recognizes the firm as a national leader in
business reorganizations."

The U.S. News ? Best Lawyers "Best Law Firms" rankings, presented
in tiers, showcases more than 10,000 firms that are ranked
nationally within 170 metropolitan areas across the U.S. in 118
practice areas.  Achieving a first-tier ranking is a special
distinction that signals a unique combination of excellence and
breadth of expertise.  The rankings in their entirety are posted
online at http://bestlawfirms.usnews.com

                       About Weiland Golden

Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP --
http://www.wgllp.com-- is a 13-lawyer boutique firm in Costa
Mesa, Calif. that has confirmed chapter 11 plans for a wide
variety of businesses, and has effectively pursued remedies on
behalf of creditors in bankruptcy cases throughout the country.
Because of its expertise, Weiland Golden lawyers have been
uniquely situated to guide financially distressed businesses
through out-of-court workouts, and the chapter 11 process, if
necessary.  The firm's clients include medium to large companies
in diverse industries such as apparel, communications,
construction, electronics, energy, entertainment, finance,
leasing, hospitality, manufacturing, medical, municipalities,
pharmaceutical, real estate, restaurants, retailing, packaging,
plastics, software, technology, transportation and waste disposal.

                 About the U.S. News Media Group

The U.S. News Media Group is a multi-platform digital publisher of
news and analysis, which includes the monthly U.S. News & World
Report magazine, the digital-only U.S. News Weekly magazine,
http://www.usnews.comand http://www.rankingsandreviews.com
Focusing on Health, Money & Business, Education, and Public
Service/Opinion, the U.S. News Media Group has earned a reputation
as the leading provider of service news and information that
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journalism and its series of consumer guides that include rankings
of colleges, graduate schools, hospitals, health plans and more.

                        About Best Lawyers

Best Lawyers is the oldest and most respected peer-review
publication in the legal profession.  For over thirty years, the
company has helped lawyers and clients find legal counsel in
distant jurisdictions or unfamiliar specialties.  The 2013 edition
of The Best Lawyers in America includes 41,284 lawyers covering
all 50 states and the District of Columbia and is based on more
than 4.3 million detailed evaluations of lawyers by other lawyers.
Best Lawyers also publishes peer-reviewed listings of lawyers in
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legal markets.  Best Lawyers lists are excerpted in a wide range
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reaching an audience of more than 17 million readers.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
   Bankr. D. Ariz. Case No. 12-23477
      Chapter 11 Petition filed October 26, 2012

In re Robert Nichols
   Bankr. D. Ariz. Case No. 12-23476
      Chapter 11 Petition filed October 26, 2012

In re Pangea Biosciences, Inc.
   Bankr. D. Del. Case No. 12-12942
     Chapter 11 Petition filed October 26, 2012
         See http://bankrupt.com/misc/deb12-12942.pdf
         represented by: Ryan M. Ernst, Esq.
                         O'KELLY ERNST BIELLI & WALLEN, LLC
                         E-mail: rernst@oebwlegal.com

                                - and ?

                         Thomas D. Bielli, Esq.
                         O'KELLY ERNST BIELLI & WHALEN, LLC
                         E-mail: tbielli@oebwlegal.com

In re Gladys Nunez
   Bankr. D. D.C. Case No. 12-00714
      Chapter 11 Petition filed October 26, 2012

In re Douglas Price, P.A.
   Bankr. M.D. Fla. Case No. 12-16245
     Chapter 11 Petition filed October 26, 2012
         See http://bankrupt.com/misc/flmb12-16245.pdf
         represented by: Jeffrey R. Thibault, Esq.
                         TAMPA BAY BANKRUPTCY CENTER, P.A.
                         E-mail: jeffreyecf@tampabankruptcy.pro

In re Todd Palmer
   Bankr. M.D. Fla. Case No. 12-16265
      Chapter 11 Petition filed October 26, 2012

In re Budrias Groves, Inc.
   Bankr. S.D. Fla. Case No. 12-35596
     Chapter 11 Petition filed October 26, 2012
         See http://bankrupt.com/misc/flsb12-35596.pdf
         represented by: Jay T. Hollenkamp, Esq.
                         NEIL, GRIFFIN, TIERNEY, NEILL & MARQUIS
                         E-mail: jhollenkamp@neillgriffin.com

In re Robert Cunningham
   Bankr. M.D. Ga. Case No. 12-53075
      Chapter 11 Petition filed October 26, 2012

In re Kelvin Baler Precision Works, Inc.
   Bankr. D. N.H. Case No. 12-13289
     Chapter 11 Petition filed October 26, 2012
         See http://bankrupt.com/misc/nhb12-13289.pdf
         represented by: Eleanor Wm. Dahar, Esq.
                         VICTOR W. DAHAR PROFESSIONAL ASSOCIATION
                         E-mail: edahar@att.net

In re Hans-Jurgen Schmidt
   Bankr. D.N.J. Case No. 12-35928
      Chapter 11 Petition filed October 26, 2012

In re The Coffee Works, LLC
   Bankr. D.N.J. Case No. 12-35973
     Chapter 11 Petition filed October 26, 2012
         See http://bankrupt.com/misc/njb12-35973.pdf
         represented by: Gilbert W. Bates, Esq.
                         E-mail: gilwbates@earthlink.net

In re Mike Jost Excavating, Inc.
   Bankr. D.N.J. Case No. 12-35983
     Chapter 11 Petition filed October 26, 2012
         See http://bankrupt.com/misc/njb12-35983.pdf
         represented by: Rosemarie E. Matera, Esq.
                         KURTZMAN MATERA, P.C.
                         E-mail: law@kmpclaw.com

In re Julian Williams
   Bankr. E.D.N.Y. Case No. 12-47580
      Chapter 11 Petition filed October 26, 2012

In re Double HH, LLC
   Bankr. N.D.N.Y. Case No. 12-61987
     Chapter 11 Petition filed October 26, 2012
         See http://bankrupt.com/misc/nynb12-61987p.pdf
         See http://bankrupt.com/misc/nynb12-61987c.pdf
         represented by: Jeffrey A. Dove, Esq.
                         MENTER, RUDIN & TRIVELPIECE, P.C.
                         E-mail: jdove@menterlaw.com

In re John Seamon
   Bankr. N.D.N.Y. Case No. 12-61988
      Chapter 11 Petition filed October 26, 2012

In re Helados Chinos, Inc.
   Bankr. D.P.R. Case No. 12-08504
     Chapter 11 Petition filed October 26, 2012
         See http://bankrupt.com/misc/prb12-08504.pdf
         represented by: Ada M. Conde, Esq.
                         E-mail: condelawpr@gmail.com

In re MarKitchen, Inc. t/a Martini Kitchen & Bubble Bar
        fdba Imperial Corporation
        dba Martini Kitchen & Bubble Bar
   Bankr. E.D. Va. Case No. 12-36198
     Chapter 11 Petition filed October 26, 2012
         See http://bankrupt.com/misc/vaeb12-36198.pdf
         represented by: Kevette B. Elliott, Esq.
                         ELLIOTT LAW OFFICE
                         E-mail: attykbe@aol.com
In re Caleb Neira Rivera
   Bankr. D.P.R. Case No. 12-08577
      Chapter 11 Petition filed October 27, 2012

In re VEDLJ LLC
   Bankr. S.D.N.Y. Case No. 12-14438
     Chapter 11 Petition filed October 28, 2012
         See http://bankrupt.com/misc/nysb12-14438.pdf
         represented by: David H. Leventhal, Esq.
                         Law Office of David H. Leventhal
                         E-mail: david@dhllawfirm.com

In re M.A.P. Properties LLC
   Bankr. W.D.N.Y. Case No. 12-13310
     Chapter 11 Petition filed October 28, 2012
         See http://bankrupt.com/misc/nywb12-13310.pdf
         represented by: Matthew Allen Lazroe, Esq.
                         Law Office of Matthew Allen Lazroe
                         E-mail: lazroebankruptcy@gmail.com

In re Pickens Corporation
   Bankr. W.D.N.Y. Case No. 12-13325
     Chapter 11 Petition filed October 28, 2012
         See http://bankrupt.com/misc/nywb12-13325p.pdf
         See http://bankrupt.com/misc/nywb12-13325c.pdf
         represented by: James M. Joyce, Esq.
                         E-mail: jmjoyce@lawyer.com

In re Seneca/Park Corp.
   Bankr. W.D.N.Y. Case No. 12-13331
     Chapter 11 Petition filed October 28, 2012
         See http://bankrupt.com/misc/nywb12-13331p.pdf
         See http://bankrupt.com/misc/nywb12-13331c.pdf
         represented by: James M. Joyce, Esq.
                         E-mail: jmjoyce@lawyer.com

In re Casa International Inc.
   Bankr. D. Ariz. Case No. 12-23561
     Chapter 11 Petition filed October 29, 2012
         Filed pro se

   In re Sunrise Oil Inc.
      Bankr. D. Ariz. Case No. 12-23562
        Chapter 11 Petition filed October 29, 2012
            Filed pro se

In re Sam Abraham
   Bankr. D. Ariz. Case No. 12-23528
      Chapter 11 Petition filed October 29, 2012

In re Diamond Distribution LLC
   Bankr. C.D. Calif. Case No. 12-22561
     Chapter 11 Petition filed October 29, 2012
         See http://bankrupt.com/misc/cacb12-22561.pdf
         represented by: Charles W. Daff, Esq.
                         Law Offices of Charles W Daff
                         E-mail: cdaff@epiqtrustee.com

In re Jane McAllister
   Bankr. C.D. Calif. Case No. 12-19516
      Chapter 11 Petition filed October 29, 2012

In re N & H Investments LLC
   Bankr. N.D. Calif. Case No. 12-57774
     Chapter 11 Petition filed October 29, 2012
         See http://bankrupt.com/misc/canb12-57774.pdf
         represented by: Dan Q. Do, Esq.
                         Efficio Law Group
                         E-mail: dan.do@dolawgroup.com

In re House Of Carmel, Inc.
   Bankr. D. Colo. Case No. 12-32237
     Chapter 11 Petition filed October 29, 2012
         See http://bankrupt.com/misc/cob12-32237.pdf
         represented by: Michael J. Davis, Esq.
                         Archer Bay, P.A.
                         E-mail: mdavis@archerbay.com

In re Francis Griffith
   Bankr. S.D. Fla. Case No. 12-35826
      Chapter 11 Petition filed October 29, 2012

In re Robert Harris
   Bankr. S.D. Fla. Case No. 12-35852
      Chapter 11 Petition filed October 29, 2012

In re Sylvester Lockhart
   Bankr. S.D. Fla. Case No. 12-35813
      Chapter 11 Petition filed October 29, 2012

In re Craig Stasio
   Bankr. E.D. Mich. Case No. 12-63998
      Chapter 11 Petition filed October 29, 2012

In re Regency 2012, LLC
   Bankr. D. Nev. Case No. 12-22151
     Chapter 11 Petition filed October 29, 2012
         See http://bankrupt.com/misc/nvb12-22151.pdf
         represented by: Dustin A. Johnson, Esq.
                         Muckleroy Johnson
                         E-mail: dustin@muckleroyjohnson.com

In re Gemini, LLC
        dba Club Horizon
   Bankr. E.D. Pa. Case No. 12-20109
     Chapter 11 Petition filed October 29, 2012
         See http://bankrupt.com/misc/paeb12-20109p.pdf
         See http://bankrupt.com/misc/paeb12-20109c.pdf
         represented by: Kevin K. Kercher, Esq.
                         Law Office of Kevin K. Kercher, Esq, PC
                         E-mail: kevinkk@kercherlaw.com

In re Tadd Coates
   Bankr. W.D. Tex. Case No. 12-12415
      Chapter 11 Petition filed October 29, 2012

In re Awareness Center International Ministrtries, Inc.
   Bankr. E.D. Ark. Case No. 12-16298
     Chapter 11 Petition filed October 30, 2012
         See http://bankrupt.com/misc/areb12-16298.pdf
         represented by: Sheila F. Campbell, Esq.
                         SHEILA CAMPBELL, P.A.
                         E-mail: campbl@sbcglobal.net

In re Pradeep Amin
   Bankr. C.D. Calif. Case No. 12-34453
      Chapter 11 Petition filed October 30, 2012

In re Chyn King Inc.
        dba Joy Feast Chinese Restaurant
   Bankr. C.D. Calif. Case No. 12-46343
     Chapter 11 Petition filed October 30, 2012
         See http://bankrupt.com/misc/cacb12-46343.pdf
         represented by: James S. Yan, Esq.
                         LAW OFFICES OF JAMES S. YAN
                         E-mail: jsyan@msn.com

In re Louis Zirelli
   Bankr. E.D. Calif. Case No. 12-39145
      Chapter 11 Petition filed October 30, 2012

In re GB Enterprises LLC
   Bankr. E.D. Calif. Case No. 12-39177
     Chapter 11 Petition filed October 30, 2012
         Filed as Pro Se

In re Lailo Matias
   Bankr. N.D. Calif. Case No. 12-48788
      Chapter 11 Petition filed October 30, 2012

In re Paul Magarelli, MD, Ph.D.
   Bankr. D. Colo. Case No. 12-32442
      Chapter 11 Petition filed October 30, 2012

In re Yamileth Beepers Corporation
   Bankr. S.D. Fla. Case No. 12-35905
     Chapter 11 Petition filed October 30, 2012
         See http://bankrupt.com/misc/flsb12-35905.pdf
         represented by: Jason H. Weber, Esq.
                         XANDER LAW GROUP, P.A.
                         E-mail: jason@xanderlawgroup.com

In re Ultimate Transport, LLC
   Bankr. D. Idaho Case No. 12-02601
     Chapter 11 Petition filed October 30, 2012
         See http://bankrupt.com/misc/idb12-02601p.pdf
         See http://bankrupt.com/misc/idb12-02601c.pdf
         represented by: Randal J. French, Esq.
                         BAUER & FRENCH
                         E-mail: rfrench@bauerandfrench.com

In re Winners Sports Bar and Grill, Inc.
   Bankr. N.D. Ill. Case No. 12-43012
     Chapter 11 Petition filed October 30, 2012
         See http://bankrupt.com/misc/ilnb12-43012.pdf
         represented by: Milton A. Tornheim, Esq.
                         E-mail: matornh@yahoo.com

In re Bolt A Blok, Inc.
   Bankr. S.D. Ind. Case No. 12-12803
     Chapter 11 Petition filed October 30, 2012
         See http://bankrupt.com/misc/insb12-12803.pdf
         represented by: KC Cohen, Esq.
                         KC COHEN, LAWYER, PC
                         E-mail: kc@esoft-legal.com

In re Reeves Commercial Properties, LLC
   Bankr. W.D. La. Case No. 12-21009
     Chapter 11 Petition filed October 30, 2012
         See http://bankrupt.com/misc/lawb12-21009.pdf
         represented by: Arthur A. Vingiello, Esq.
                         STEFFES, VINGIELLO & MCKENZIE, LLC
                         E-mail: avingiello@steffeslaw.com

In re William Stephenson
   Bankr. E.D.N.C. Case No. 12-07745
      Chapter 11 Petition filed October 30, 2012

In re Pepperridge of Wildwood Condominium Owners' Association
   Bankr. S.D. Ohio Case No. 12-15818
     Chapter 11 Petition filed October 30, 2012
         See http://bankrupt.com/misc/ohsb12-15818.pdf
         represented by: Michael L. Baker, Esq.
                         ZIEGLER & SCHNEIDER, P.S.C.
                         E-mail: mlb@zslaw.com



                            *********

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

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

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

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

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

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

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

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

                           *********

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

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

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

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

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


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