TCR_Public/121112.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 12, 2012, Vol. 16, No. 315

                            Headlines

1220 SOUTH OCEAN: Lenders Balk at Superpriority Claim for Swanson
50 BELOW: Emerald, Ari Network Acquire Duluth Web Assets
A123 SYSTEMS: Gets Court Approval to Hold Dec. 6 Asset Auction
A123 SYSTEMS: Wanxiang, Seimens & NEC to Compete With JCI
A123 SYSTEMS: Court Approves Bonus Program

A123 SYSTEMS: Taps Logan & Co. as Administrative Agent
A123 SYSTEMS: Taps Richards Layton as Bankruptcy Co-Counsel
A123 SYSTEMS: Taps Latham & Watkins as Bankruptcy Co-Counsel
A123 SYSTEMS: Wants Until Nov. 30 to File Schedules and SOFAs
A123 SYSTEMS: Gets Interim OK to Pay Critical Vendors

ADEPT TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
ALIMERA SCIENCES: Incurs $5.4-Mil. Net Loss in Third Quarter
ALLY FINANCIAL: DBRS Assigns 'BB(low)' Issuer & LT Debt Rating
AMERICA'S SUPPLIERS: Reports $169,500 Net Income in 3rd Quarter
AMERICAN AIRLINES: Asks Appeals Court to Stay Union Election

AMERICAN AIRLINES: Pilots to Vote on Tentative Contract
AMERICAN AIRLINES: October Traffic Down 3.7%
AMERICAN AIRLINES: Has Deal in Principle with Pilots' Union
AMERICAN PIPING: S&P Assigns 'B-' Prelim Corporate Credit Rating
AMERICAN SUZUKI: Proposes Protocol for Auto Dealer Agreements

AMERICAN SUZUKI: Has Green Light to Assume GE Financing Agreements
ANCHOR BANCORP: Incurs $12 Million Net Loss in Fiscal Q2
APOLLO MEDICAL: Extends Maturity of $1.2MM Conv. Notes to 2016
ARCAPITA BANK: Gets Court Approval of $125-Mil. Loan From Fortress
ASP HHI: S&P Gives 'B+' Corporate Credit Rating; Outlook Stable

ASPENBIO PHARMA: Incurs $2.5-Mil. Net Loss in Third Quarter
B&G FOODS: S&P Hikes Rating on $350MM Sr. Unsecured Notes to 'B'
BERNARD L. MADOFF: Fortress Buys $2 Billion in Claims
BION ENVIRONMENTAL: Incurs $2.4MM Net Loss in Fiscal 1st Quarter
CAESARS ENTERTAINMENT: Files Form 10-Q, Incurs $503MM Loss in Q3

CARA OPERATIONS: S&P Revises Outlook on 'BB-' CCR on High Leverage
CENTRAIS ELETRICAS: Brazilian Company Files Ch. 15 in N.Y.
CENTRAL EUROPEAN: Postpones Filing of Third Quarter Form 10-Q
CITY NATIONAL: Incurs $1.2 Million Net Loss in Second Quarter
CIRCLE ENTERTAINMENT: Borrows $75,000 from Directors, Officers

CLEARWIRE CORP: Crest Sends Letter About Clearwire and Sprint
COOPERLAND LLC: Voluntary Chapter 11 Case Summary
COPELAND VILLAGE: Case Summary & 10 Unsecured Creditors
CRADLE MT. SKI: Case Summary & 20 Largest Unsecured Creditors
CRESTWOOD MIDSTREAM: S&P Retains 'B-' Rating on $350MM Sr. Notes

CSD LLC: Has Green Light on $500,000 DIP Loan From Harber Entity
CSD LLC: Court Approves Hiring of Odyssey's Grant Lyon as CRO
DAVID KIRCHER: Apartment Sold to Capital Investment for $1.21MM
DAYTON POWER: S&P Cuts Corp. Credit Rating to 'BB'; Outlook Stable
DELCO OIL: Government to Re-Try Case Against Stephen Deluca

DETROIT COMMUNITY: S&P Affirms 'B+' Rating on Series 2005 Rev Bond
DETROIT DOWNTOWN: Fitch Keeps BB+ Ratings on Tax Bonds Serie 1998C
DEWEY & LEBOEUF: BoA Credit Buys $3.8 Million in Claims
DOLLAR THRIFTY: DBRS Assigns 'B(high)' Issuer Rating
EPICOR SOFTWARE: S&P Affirms 'B' Corporate Credit Rating

EQUINOX HOLDINGS: S&P Revises Outlook on 'B' CCR to Positive
EYES TO YOU: Case Summary & 4 Unsecured Creditors
FANNIE MAE: Reports $1.8 Billion Net Income in Third Quarter
FIFE PACKAGING: Files for Chapter 11 in New Hampshire
FIRST PLACE FINANCIAL: Meeting to Form Creditors' Panel on Nov. 9

FIRTH RIXSON: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
G&W INC.: Case Summary & 14 Unsecured Creditors
GEOKINETICS INC: Incurs $6.3 Million Net Loss in Third Quarter
GRAY TELEVISION: Increases Revenue Estimates for Fourth Quarter
HAMPTON ROADS: Incurs $4.8 Million Net Loss in Third Quarter

HARRISBURG, PA: Second Bite at Chapter 9 Bankruptcy Looms
HAWKER BEECHRAFT: To Lay Off 410 Employees in Four Locations
HICKMAN EQUIPMENT: RCMP Charges Four Former Executive of Fraud
HILLTOP FARMS: Case Summary & 5 Unsecured Creditors
INTELLICELL BIOSCIENCES: Myron Holubiak Joins Board of Directors

INTELLICELL BIOSCIENCES: Announces FDA Listing of N.Y. Facility
INTELLICELL BIOSCIENCES: Inks Exchange Pact with Two Investors
ISTAR FINANCIAL: Offering $475 Million of Senior Unsecured Notes
JAMES RIVER: Incurs $20.6 Million Net Loss in Third Quarter
LAKELAND DEVELOPMENT: Has Loeb & Loeb as Environmental Counsel

LAMOS MANAGEMENT: Case Summary & 5 Largest Unsecured Creditors
LAST MILE: Has Court OK to Hire Parentebeard as Tax Accountant
LAST MILE: Has Permission to Hire R.L. Hicks as Regulatory Counsel
LEVEL 3: Files Form 10-Q, Incurs $166MM Net Loss in Third Quarter
MECHANICAL PIPE: Case Summary & 20 Largest Unsecured Creditors

METEX MANUFACTURING: Files Second Bankruptcy Over Asbestos
MG FORGE CONSTRUCTION: Meeting to Form Creditors' Panel on Nov. 15
MGM RESORTS: Inks Employment Agreement With Chairman & CEO
MONITOR COMPANY: Case Summary & 30 Largest Unsecured Creditors
MORGANS HOTEL: Files Form 10-Q, Incurs $15.9-Mil. Net Loss in Q3

NEARTOWN STORAGE: Case Summary & 3 Unsecured Creditors
NEOGENIX ONCOLOGY: Equity Committee Taps Deloitte Fin'l as Advisor
NEOGENIX ONCOLOGY: Committee Can Hire Sands Anderson as Counsel
NEW ENERGY: Ethanol Producer to Sell Assets in Bankruptcy
NEW GOLD: S&P Rates New $500MM Senior Unsecured Notes 'BB-'

NEWPAGE CORP: To Set Rate on $850 Million Loan to Exit Bankruptcy
NORTHCORE TECHNOLOGIES: To Release 3rd Quarter Results Tomorrow
NTELOS HOLDINGS: S&P Gives 'BB-' Rating on $500-Mil. Term Loans
ODYSSEY DIVERSIFIED: Has Court OK to Hire William Maloney as CRO
ODYSSEY DIVERSIFIED: Has Nod to Hire Stichter Riedel as Counsel

OMTRON USA: Files for Bankruptcy Protection in Delaware
ONCOVISTA INNOVATIVE: Incurs $369,000 Third Quarter Net Loss
PATHEON INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg
PATRIOT COAL: Tannor Partners, Sierra Buy Claims
PICHONLINE: Eatery Files for Chapter 11 Bankruptcy Protection

PITT PENN: Wants to Hire Holtz Rubenstein as Accountant
PREMIUM INVESTMENT: Updated Case Summary & Creditors' Lists
PRESSURE BIOSCIENCES: Cole-Parmer to Distribute PBI Shredder SG3
PROSPECT MEDICAL: S&P Revises Ratings Outlook on 'B' CCR to Stable
PROVIDENT COMMUNITY: Incurs $12,000 Net Loss in Third Quarter

QUALITY DISTRIBUTION: Reports $8.8-Mil. Third Quarter Profit
RESIDENTIAL CAPITAL: GMAC Mortgage Sued by Mortgage Trustee
RMFC LLC: Case Summary & 20 Largest Unsecured Creditors
ROCHA DAIRY: Has Court's Nod to Hire Cooper Norman as Accountant
SINCLAIR BROADCAST: Files Form 10-Q, Posts $26.3MM Income in Q3

SOLYNDRA LLC: Plan of Reorganization Substantially Consummated
SOMERSVILLE PROFESSIONAL: Case Summary & 5 Unsecured Creditors
SPRINT NEXTEL: S&P Assigns 'B+' Rating on Senior Notes Due 2022
SPIRIT REALTY: Incurs $49.8 Million Net Loss in Third Quarter
SPRINT NEXTEL: Files Form 10-Q, Incurs $767-Mil. Net Loss in Q3

STRATUM HOLDINGS: Incurs $173,480 Net Loss in Third Quarter
TA PROPERTIES: Case Summary & 8 Unsecured Creditors
THERAKOS INC: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
TIGEREYE PROMOTIONS: Case Summary & 20 Largest Unsecured Creditors
TRAVELPORT HOLDINGS: Files Form 10-Q, Incurs $40MM Loss in Q3

TRIDENT MICROSYSTEMS: Brencourt Quits Equity Panel
TRIUS THERAPEUTICS: Files Form 10-Q, Incurs $17.7MM Loss in Q3
UNI-PIXEL INC: Incurs $2 Million Net Loss in Third Quarter
UNIVERSAL PAINTING: Case Summary & 20 Largest Unsecured Creditors
UPPER CRUST: Owes $850,000 in Back Wages to Employees

VERENIUM CORP: Incurs $5.2 Million Net Loss in Third Quarter
VILLAGIO PARTNERS: Marcel, Compass Hire Realty Partners
VILLAGIO PARTNERS: Hires Jimbo Homeyer as Real Estate Agent
VISCOUNT SYSTEMS: Incurs C$780,200 Net Loss in Third Quarter
VISUALANT INC: Wins Fourth Patent on ChromaID Technology

W3 HOLDINGS: S&P Keeps 'B-' Rating on Sr. Secured Credit Debt
WARNER MUSIC: Has $150MM Revolving, $600MM Term Loan Facilities
WARREN SAPP: Judge Rejects $2.1MM Bid for Windermere Home
WESCO DISTRIBUTION: S&P Gives 'B+' Rating on $605-Mil. Term Loan
WESTMORELAND COAL: Reports $5.3-Mil. Net Income in Third Quarter

ZOGENIX INC: Incurs $19.3 Million Net Loss in Third Quarter

* Delinquency Rate Has Largest Increase Since 2008

* BOND PRICING: For the Week From Nov. 5 to 9, 2012



                            *********

1220 SOUTH OCEAN: Lenders Balk at Superpriority Claim for Swanson
-----------------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports that New
Providence Capital and TD Bank, two major lenders in the
bankruptcy of a $74 million mansion in Palm Beach, have objected
to granting a super-priority claim to the project's developer, Dan
Swanson.

The report relates Mr. Swanson filed to put the mansion at 1220 S.
Ocean Blvd. and its development company into Chapter 11 bankruptcy
on Sept. 21.  His development company built the mansion on
speculation; so far it hasn't sold at the asking price of $74
million.  The project has about $24 million in debts.

The report says the mansion had been written up by The Wall
Street Journal, Huffington Post and other major news outlets.
Mr. Swanson and his company, West Palm Beach-based Addison
Development, have built many mansions and high-end homes in Palm
Beach County.

The report relates, according to county records, Mr. Swanson's
company paid $20.8 million for the 2.11-acre lot at 1220 S. Ocean
Blvd. in 2007.  Records said the built area is 24,369 square feet.
Amenities include an elevator, boat dock, patio, fountain and in-
ground pool.

According to the report, on Oct. 22, Mr. Swanson's attorneys
sought a judge's order granting Mr. Swanson a super-priority
administrative claim for his expenses, if he personally finances
maintenance and upkeep.  The lenders have objected to that plan,
saying Mr. Swanson's company should seek alternative financing
first.

The report says loans came from TD Bank at $16 million and $5.2
million, and from New Providence at $5.3 million and $1 million.

The report notes there's a hearing set on Nov. 15 in West Palm
Beach bankruptcy court to approve employment of Kaufman Rossin &
Co. as accountant and James McCann of Corcoran Group as real
estate broker.

                      About 1220 South Ocean

1220 South Ocean Boulevard, LLC, filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 12-32609) in its home-town in West Palm
Beach, Florida.  The Debtor disclosed $74 million in total assets
and $41.5 million in liabilities as of Sept. 7, 2012.

According to http://1220southocean.com/,1220 South Ocean is a
French-inspired waterfront estate homes and resort located in Palm
Beach.  Owned by real estate developer Dan Swanson, president of
Addison Development, 1220 South Ocean sits on 2.5 private and
secure acres of land, has 20,000 square feet of living plus an
additional 7,000 square feet of loggias, garages & guest house.
The resort is located four miles to Palm Beach International
Airport.  Mr. Swanson other developments include the Phipps
Estates in Palm Beach and Addison Estates at the Boca Hotel.

Judge Erik P. Kimball oversees the case.  Kenneth S. Rappaport,
Esq., at Rappaport Osbourne & Rappaport, in Boca Raton, Florida,
serves as counsel to the Debtor.


50 BELOW: Emerald, Ari Network Acquire Duluth Web Assets
--------------------------------------------------------
Northernland's Newscenter reports that a judge gave the green
light to two companies to buy the assets of the Duluth web and
marketing company 50 Below.

According to the report, Emerald Connect bid $3.5 million on
the financial division of the company.  ARI Network Service bid
$5 million on the retail division.

The report notes a third company, Dominion Enterprises from the
state of Virginia, serves as backup bidder.  According to court
records, Dominion filed an objection with the court saying the
sale process was flawed and they should have been selected as the
highest bidder as opposed to ARI Network.  Dominion bid $5.15
million.

According to the report, Roy W. Olivier, the president and CEO of
ARI Network, said he was meeting with 50 Below management and
employees Thursday to discuss potential future plans.  He said he
plans to invest in the Duluth office and have it be the center of
his company's automotive and sports division.

50 Below, which provides Internet marketing and web design
services, filed for Chapter 11 bankruptcy on Aug. 29, 2012,
claiming liabilities of about $12 million, including nearly
$8.8  million owed to the Internal Revenue Service, and another
$1 million to the Minnesota Department of Revenue.


A123 SYSTEMS: Gets Court Approval to Hold Dec. 6 Asset Auction
--------------------------------------------------------------
Carla Main at Bloomberg News reports that A123 Systems Inc. won
permission to sell its assets at a Dec. 6 auction where bidders
will include Johnson Controls Inc. and Wanxiang Group Co.  U.S.
Bankruptcy Judge Kevin Carey approved bidding procedures at a
hearing Nov. 8 in Wilmington, Delaware, overruling the U.S.
Trustee's objection to a $2.5 million breakup fee Johnson Controls
will get if it isn't the winner.  Johnson Controls also would get
$3 million for expenses.

According to the report, the proposed protections for Johnson
Controls will "enhance the process," not chill it, Judge Carey
said.  He scheduled a Dec. 11 hearing to approve the sale.  About
25 parties interested in A123 assets are under confidentiality
agreements, Timothy Pohl, a managing director of Lazard Ltd., told
the court.

The report relates that Siemens AG of Germany and Tokyo-based NEC
Corp. are among companies interested in bidding for A123 assets,
their lawyers said in court.  A123 filed for bankruptcy with plans
to sell its automotive-business assets to Milwaukee-based Johnson
Controls for about $125 million.  The company "continues to engage
in active discussions regarding strategic alternatives for its
grid, commercial, government and other operations, and has
received several indications of interest for these businesses,"
A123 said in a statement.

Bojan Guzina, an attorney representing Wanxiang American Corp., a
unit of the Chinese auto-parts maker, told Judge Carey that the
company presented a "qualified" bid to A123.

The report notes that Wanxiang is pursuing approval from the
Committee on Foreign Investment in the United States.  CFIUS, a
multiagency group led by the Treasury Department, reviews mergers
and acquisitions for national-security concerns when a takeover
may give a foreign owner control of a U.S. company.  While filings
are voluntary, the committee can begin its own review.  Wanxiang
America said it wanted to be the lead bidder for all of A123's
assets in the court-supervised auction.

Because of the stalking-horse baseline bid, "we have more parties
conducting diligence now by a significant margin than we did in
the out-of-court process," Mr. Pohl told the court.  Some
companies are interested in pieces of the business that Johnson
Controls isn't buying, he said.  Judge Carey also approved
incentive and retention plans for certain employees.

A123 lost three employees since a Nov. 5 hearing, bringing total
departures since the case was filed to 25, the company's lawyers
said.

                        About A123 Systems

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

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

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

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

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

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

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by William R. Baldiga,
Esq., at Brown Rudnick LLP, and Mark Minuti, Esq., at Saul Ewing
LLP.


A123 SYSTEMS: Wanxiang, Seimens & NEC to Compete With JCI
---------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reports that Judge Kevin Carey of the U.S. Bankruptcy
Court last week signed off on Johnson Controls Inc.'s $125 million
offer as the stalking horse, or lead bidder, for A123 Systems
Inc.'s transportation unit.

The report notes JCI will compete with China's Wanxiang Group
Corp., Germany's Siemens AG and Japan's NEC Corp. at the
bankruptcy auction on Dec. 6 at the Chicago office of the law firm
of Latham & Watkins, A123's lawyers.

According to the report, Wanxiang on the evening of Nov. 7
submitted a rival offer for all of A123's business, will be
considered a qualified bidder.

The report relates lawyers for both NEC and Siemens told Judge
Carey that they also were interested in bidding on A123's assets.
Siemens didn't indicate if it would bid on all of A123 or just
specific pieces, while NEC is specifically looking at A123's non-
auto assets.

The report notes a spokesman for Siemens said the company doesn't
comment on potential merger or acquisition activity.  A
spokeswoman for NEC couldn't be reached for comment.

Dow Jones also reports that Judge Carey will hold a sale hearing
for the afternoon of Dec. 11, more than three weeks later than JCI
initially had requested.  The sale extension is critical for
Wanxiang, which needs U.S. government approval before it can close
a deal for A123 Systems.  Specifically, Wanxiang needs approval
from the Committee on Foreign Investment in the United States,
which reviews deals that result in the control of a U.S. business
by a foreign company in cases where a deal could affect U.S.
national security interests.

                        About A123 Systems

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

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

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

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

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

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

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by William R. Baldiga,
Esq., at Brown Rudnick LLP; and Mark Minuti, Esq., at Saul Ewing
LLP.


A123 SYSTEMS: Court Approves Bonus Program
------------------------------------------
Patrick Fitzgerald, writing for Dow Jones' Daily Bankruptcy
Review, reports that Delaware Bankruptcy Judge Kevin Carey
approved A123 Systems Inc.'s bid to pay millions of dollars in
"incentive" bonuses to a handful of the battery matter's top
employees, most if not all of whom are insiders.

Dow Jones relates the U.S. Trustee, the government's bankruptcy
watchdog, had objected to the bonuses, noting that since A123
already has a $125 million offer on the table for just its
transportation business, the proposed bonus targets -- based on
$150 million total sale price -- amounted to little more than a
"layup" for the company's top brass.

Dow Jones says Judge Carey rejected that argument, saying the
incentive package seemed fair and reasonable.  He also signed off
on a separate retention plan and severance package covering the
battery maker's employees.

A123 proposes to pay up to $4.2 million in bonuses.

                        About A123 Systems

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

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

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

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

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

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

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by William R. Baldiga,
Esq., at Brown Rudnick LLP; and Mark Minuti, Esq., at Saul Ewing
LLP.


A123 SYSTEMS: Taps Logan & Co. as Administrative Agent
------------------------------------------------------
A123 Systems, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Logan & Company,
Inc., as administrative advisor.

The Debtors filed a separate application to employ Logan as claims
and noticing agent.

Logan, as administrative advisor, will, among other things:

   a) assist the Debtors in managing the claims reconciliation and
      objection process, flag for review by the Debtors those
      proofs of claim subject to possible procedural objections,
      those that are inconsistent with the schedules of assets and
      liabilities, and those that supersede scheduled liabilities,
      input the Debtors' objection determination in the claims
      database, and prepare exhibits for the Debtors' omnibus
      claims objections;

   b) provide balloting and solicitation services to the Debtors
      as proponents of a plan of reorganization, including
      assisting in the production of solicitation materials,
      tabulating creditor ballots on a daily basis, preparing
      voting results reports, drafting certification of voting
      results, and providing court testimony with respect to
      balloting, solicitation, and tabulation matters; and

   c) provide the Debtors with consulting and computer software
      support regarding the reporting and information management
      requirements of the bankruptcy administration process.

Prepetition, the Debtors paid Logan a retainer of $10,000.  The
Retainer was drawn upon by Logan in connection with prepetition
fees and expenses and subsequently replenished by the Debtors with
an additional $10,000.

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

                        About A123 Systems

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

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

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

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

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

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

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by William R. Baldiga,
Esq., at Brown Rudnick LLP, and Mark Minuti, Esq., at Saul Ewing
LLP.


A123 SYSTEMS: Taps Richards Layton as Bankruptcy Co-Counsel
-----------------------------------------------------------
A123 Systems, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Richards Layton &
Finger, P.A. as bankruptcy co-counsel under an evergreen retainer.

By separate application, the Debtors are also seeking to employ
Latham & Watkins, LLP as co-counsel.  Latham and RL&F have
discussed a division of responsibilities regarding the Debtors'
representation in the Chapter 11 cases.

Mark D. Collins, director at RL&F, tells the Court that
prepetition, the Debtors paid RL&F a total retainer of $150,000.

Mr. Collins assures the Court that RL&F is a "disinterested
person' as that term is defined in Section 101(14) of the
Bankruptcy Code.

                         About A123 Systems

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

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

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

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

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

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

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by William R. Baldiga,
Esq., at Brown Rudnick LLP, and Mark Minuti, Esq., at Saul Ewing
LLP.


A123 SYSTEMS: Taps Latham & Watkins as Bankruptcy Co-Counsel
------------------------------------------------------------
A123 Systems, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Latham & Watkins LLP
as bankruptcy co-counsel.

L&W has represented the Debtors since April 2011 on a variety of
general corporate and litigation matters.

The Debtors filed a separate application to employ Richards,
Layton & Finger, P.A., as co-counsel and conflicts counsel.  The
Debtors relate that each counsel will not duplicate the services
they provide to the Debtors because L&W and RLF will each have a
well-defined role.

Prepetition, the Debtors paid L&W $4,533,433.  Of the amount,
$3,712,445 was paid in the form of retainers applied to subsequent
invoices.  As of the Petition Date, $1,050,000 of the retainer
remained prior to a reduction for all prepetition invoices for
professional fees and expenses incurred but not billed prior to
the Petition Date.

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

                        About A123 Systems

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

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

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

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

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

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

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by William R. Baldiga,
Esq., at Brown Rudnick LLP, and Mark Minuti, Esq., at Saul Ewing
LLP.


A123 SYSTEMS: Wants Until Nov. 30 to File Schedules and SOFAs
-------------------------------------------------------------
A123 Systems, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend the deadline in filing their (a)
schedules of assets and liabilities; (b) schedules of executory
contracts and unexpired leases; and (c) statements of financial
affairs from Nov. 15 until Nov. 30, 2012.

The Debtors need more time to collect, prepare and complete the
schedules and statements.  The Debtors note that their advisors
must gather, review and assemble information from books, records
and documents related to thousands of transactions.

                        About A123 Systems

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

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

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

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

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

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

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by William R. Baldiga,
Esq., at Brown Rudnick LLP, and Mark Minuti, Esq., at Saul Ewing
LLP.


A123 SYSTEMS: Gets Interim OK to Pay Critical Vendors
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware,
authorized, on an interim basis, A123 Systems, Inc., et al., to
pay prepetition claims of certain critical vendors and service
providers.

                        About A123 Systems

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

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

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

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

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

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

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by William R. Baldiga,
Esq., at Brown Rudnick LLP, and Mark Minuti, Esq., at Saul Ewing
LLP.


ADEPT TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: ADEPT Technologies, LLC
        2865 Wall Triana Highway
        Huntsville, AL 35824

Bankruptcy Case No.: 12-83490

Chapter 11 Petition Date: October 31, 2012

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

Judge: Jack Caddell

Debtor's Counsel: Kevin D. Heard, Esq.
                  HEARD ARY, LLC
                  307 Clinton Ave. W., Suite 310
                  Huntsville, AL 35801
                  Tel: (256) 535-0817
                  Fax: (256) 535-0818
                  E-mail: kheard@heardlaw.com

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

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

The petition was signed by Brad Fielder, managing member.

Debtor's List of 20 Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
SBA-Colsen                                       $2,225,498
Attn: Bankruptcy
Department
#4 New York Plaza
17th Floor
New York, NY 10004

Internal Revenue Service                         $430,896
Attn: Bankruptcy
Department
P.O. Box 7346
Philadelphia, PA 19101-7346

SBA-Colsen                                       $135,610
Attn: Bankruptcy
Department
#4 New York Plaza
17th Floor
New York, NY 10004

SBA-Colsen                                       $135,610
Attn: Bankruptcy
Department
#4 New York Plaza
17th Floor
New York, NY 10004

First Volunteer                                  $129,536

Jonathan Engineered                              $119,437
Sol.

Weaver and Sons                                  $29,680

Quantitech                                       $24,410

TW Metals                                        $15,980

L. Miller                                        $12,465

O'Neal Steel                                     $11,393

Pro Machine                                      $9,200

R&D Tool Engineering                             $8,730

Bisco                                            $8,368

Copeland's                                       $7,730

Castle Metals                                    $7,413

Tool Source                                      $5,877

Optimal Consulting                               $5,700

Yarbrough Cable                                  $4,956

Ford Tool and                                    $4,483
Carbide Co.


ALIMERA SCIENCES: Incurs $5.4-Mil. Net Loss in Third Quarter
------------------------------------------------------------
Alimera Sciences, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $5.4 million for the three months ended
Sept. 30, 2012, compared with a net loss of $6.5 million for the
same period last year.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $14.5 million, compared with a net loss of $16.4 million
for the same period of 2011.

The Company does not expect the generation of revenue until 2013,
and does not expect to have positive cash flow from operations
until 2014.

The Company's balance sheet at Sept. 30, 2012, showed
$19.8 million in total assets, $8.0 million in total liabilities,
and stockholders' equity of $11.8 million.

A copy of the Form 10-Q is available at http://is.gd/MmQ4Zr

                      About Alimera Sciences

Alpharetta, Ga.-based Alimera Sciences, Inc., is a
biopharmaceutical company that specializes in the research,
development and commercialization of prescription ophthalmic
pharmaceuticals.  The Company is presently focused on diseases
affecting the back of the eye, or retina, because the Company
believes these diseases are not well treated with current
therapies and represent a significant market opportunity.

                           *     *     *

As reported in the TCR on April 5, 2012, Deloitte & Touche LLP, in
Atlanta, Georgia, expressed substantial doubt about Alimera
Sciences' ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that of the Company's recurring net
losses, negative cash flow from operations, accumulated deficit,
and current lack of a commercial product.


ALLY FINANCIAL: DBRS Assigns 'BB(low)' Issuer & LT Debt Rating
--------------------------------------------------------------
DBRS has commented on the 3Q12 results of Ally Financial Inc.
(Ally or the Company).  DBRS rates Ally's Issuer and Long-Term
Debt at BB (low).  The ratings remain Under Review - Developing
where they were placed on May 15, 2012.  For the quarter, Ally
reported net income of $384 million compared to a net loss of $898
million in the prior quarter.  DBRS notes that 2Q12 results were
impacted by a $1.2 billion charge related to the bankruptcy filing
of Residential Capital, LLC (ResCap).  Core pre-tax income (income
from continuing operations before taxes and origination issue
discount (OID) amortization expense), excluding ResCap related
items totaled $559 million compared to a core pre-tax income of
$533 million in 2Q12.

In an increasingly competitive marketplace, DBRS sees Ally's
underlying results as illustrating the strength of the overall
franchise underpinned by a strong U.S. auto finance business and a
growing direct bank franchise.  Results also benefited from solid
credit performance and asset yields that reflect a more
diversified origination mix.  Moreover, DBRS recognizes the
progress the Company has achieved in executing on its strategic
plan to simplify and streamline the business.  To this end, Ally
recently agreed to the sale of its Mexican insurance business as
well as its Canadian operations (both transactions are subject to
regulatory approval), which combined will result in an estimated
pre-tax gain on sale of $1.2 billion, further supporting capital
and liquidity.  Ally expects to announce plans for the remaining
international operations in Europe and Latin America in the near-
term and is currently evaluating alternatives for Ally Bank's
agency MSR portfolio and mortgage business lending operation.

Results were driven by a solid performance in the core auto
services business, improving earnings in Mortgage Operations and
good underlying trends in Insurance.  The North American
Automotive Finance segment reported pre-tax income of $510
million, 19% lower on a linked quarter basis.  Results were
impacted by normalization in provision for credit losses, which
increased QoQ as a reserve release in 2Q12 did not repeat.  Other
revenue declined on lower gains associated with whole loan sales
and off-balance sheet securitizations.  Positively, net financing
revenue improved on earning asset growth.  Net interest margin was
9 basis points (bps) lower QoQ at 2.06% as earning asset yields
were lower due to Ally holding higher cash balances ahead of
repayment of TLGP debt partially offset by a 4 bps reduction in
cost of funds.

In 3Q12, Ally's North American Auto Finance segment reported U.S.
consumer origination volumes of $9.6 billion.  Demonstrating
Ally's progress in successfully broadening its origination
channels diversified new dealers, used and lease origination
accounted for over 50% of total origination volumes, while GM and
Chrysler subvented business accounted for just 14%.  DBRS
considers the solid origination volumes as illustrating the
substantial strength of Ally's core U.S. auto finance franchise.
Moreover, DBRS views the loan origination volumes as evidencing
the Company's strong competitive position and the ability of the
Company to leverage its strong relationship with auto dealers.

For the quarter, the Mortgage Operations segment reported pre-tax
income from continuing operations of $354 million, up from $110
million in 2Q12.  Mortgage Operations include the Company's legacy
and originations servicing segments, but exclude ResCap.  Results
benefited from higher gain on sale revenue due to an increase in
refinance activity and a strong MSR hedge performance as the
increase in the value of the Company's hedges outpaced the decline
in the MSR asset.  Insurance reported pre-tax income of $33
million down from $43 million in 2Q12 due to an other than
temporary impairment in the investment portfolio which more than
offset lower weather related losses than in the prior quarter.
Importantly, the Dealer Products and Service business, (which
provides dealer-centric products such as extended service
contracts and floor plan insurance, and is a key product line for
Ally), wrote $285 million of premiums in 3Q12, the highest level
in four years.

Credit metrics were up slightly quarter-on-quarter but remain near
historic lows.  Within the $121.3 billion loan book, the net
charge-offs (NCOs) rate increased 13 basis points (bps) QoQ to a
very low 0.42%.  The modest increase reflects seasonality, large
recoveries in the commercial loan book in 2Q12 which did not
repeat, and normalization of loss rates in the retail loan book.
Delinquencies in the global auto book were up 16 bps from the
prior quarter at 1.39% owing to seasonal trends as delinquencies
remained near cyclical lows.  Provision for loan losses increased
to $116 million from $28 million in 2Q12 as notable reserve
releases in the prior quarter did not repeat and earning assets
continue to grow.  DBRS sees the reserve coverage as solid at
285.3% of NCOs.

Ally's leading direct bank is the foundation for the solid funding
profile.  Net deposits grew by 4% QoQ, or $1.7 billion to $42.0
billion.  Importantly, CD retention rates remain strong at over
90% and the average number of deposit accounts per customer at
1.95 demonstrates the strength of franchise.  At quarter-end the
Company's time to required funding was sound at over two years.
DBRS notes that the Company recently repaid $2.9 billion of TLGP
debt and intends to repay the remaining $4.5 billion of TLGP
before year-end.  Upon the repayment of the TLGP debt, the
Company's debt maturity schedule becomes more balanced.  During
3Q12, Ally completed nearly $6.3 billion of new secured and
unsecured funding, while launching its new Ally Retail Term Note
Program demonstrating the Company's broad and diversified access
to capital markets.

Capital remains stable as capital generation from earnings was
offset by growth in risk-weighted assets due to the solid growth
in auto originations.  At September 30, 2012, the Company's Tier 1
Capital ratio stood at 13.6%, essentially unchanged from 2Q12.
Risk weighted assets increased 2% sequentially to $150.3 billion.
DBRS notes that should the full sale of the Company's
international operations be completed, RWAs would decline
approximately $30 billion, further strengthening regulatory
capital ratios.  Tangible common equity increased $400 million QoQ
to $11.3 billion and as a result, the Company's tangible common
equity-to-tangible asset ratio improved 10 basis points to 6.2%.

The Under Review Developing reflects the ResCap bankruptcy filing
and DBRS's view that while there are medium-to longer-term
positives for Ally to this action from ResCap, DBRS is nonetheless
concerned that indirect and direct costs may exceed Ally's
estimates.  Moreover, DBRS notes that the bankruptcy plan may be
altered or delayed in the bankruptcy process.  Importantly, DBRS
notes that to date, ResCap's bankruptcy costs to Ally remain
within its initial estimates.  DBRS expects to conclude its review
at the end of the bankruptcy process which is expected by the
middle of 2013 at the latest.


AMERICA'S SUPPLIERS: Reports $169,500 Net Income in 3rd Quarter
---------------------------------------------------------------
America's Suppliers, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $169,564 on $4.86 million of net revenues for the
three months ended Sept. 30, 2012, compared with net income of
$215,728 on $4.91 million of net revenues for the same period
during the prior year.

The Company recorded net income of $221,567 on $12.16 million of
net revenues for the nine months ended Sept. 30, 2012, compared
with a net loss of $131,809 on $12.33 million of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$2.19 million in total assets, $1.93 million in total liabilities,
all current, and $259,768 in total shareholders' equity.

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

                        http://is.gd/nvYPYR

Scottsdale, Ariz.-based America's Suppliers, Inc., is an Internet-
based provider of general merchandise through its wholly owned
subsidiaries, DollarDays International, Inc., and
http://www.WowMyUniverse.com/


AMERICAN AIRLINES: Asks Appeals Court to Stay Union Election
------------------------------------------------------------
Carla Main at Bloomberg News reports that AMR Corp., the parent of
American Airlines, asked a U.S. appeals court to recall and stay
the mandate for an employee union election while the company goes
to the U.S. Supreme Court.

According to the report, AMR is seeking to stop passenger-service
agents from holding an election to determine whether they will
have a union at American Airlines.  AMR asked the U.S. Appeals
Court in New Orleans for a stay while it asks for a Supreme Court
review, and to shorten the time in which the National Mediation
Board and the AFL-CIO union federation may respond.  If the court
rejects that request, AMR also asked for a stay of the mandate at
least "for the limited time period during which American will seek
a stay in the Supreme Court."  The stay is need because the union
voting period is to run from Dec. 4 to Jan. 15, AMR said in court
papers.  "The representation election will be carried out before
the merits of this important issue can be reached" at the high
court unless the election is halted, AMR said.

The report relates AMR has argued that the mandate is improper
because of an insufficient showing of interest by the workers.
AMR won a victory in June when a federal district judge in Dallas
ruled that the National Mediation Board was improperly holding an
election by passenger-service agents because 50% hadn't shown a
desire for union representation.  The NMB and the Communications
Workers of America appealed, contending only 35% was required.

The Bloomberg report discloses that the appeals court in New
Orleans sided with the workers on Oct. 3, ruling that the NMB was
correct in using a 35% threshold.  AMR sought rehearing and lost
on Oct. 30.

The appeal is American Airlines Inc. v. National Mediation Board,
12-10680, U.S. Court of Appeals for the Fifth Circuit (New
Orleans).

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Pilots to Vote on Tentative Contract
-------------------------------------------------------
Mary Schlangenstein at Bloomberg News reports that AMR Corp.'s
American Airlines accepted a tentative contract proposal from its
pilots union this Nov. 9 that may move the company closer to
leaving bankruptcy.  The Allied Pilots Association board said in
an e-mailed statement that it will send the agreement in principle
to its 8,000 members for a ratification vote.  The APA agreed in
April to a conditional contract with suitor US Airways Group Inc.
should the carriers merge.

According to the report, pilots, who turned down a previous
proposal in August, are the lone labor group to reject concessions
negotiated with American to reduce labor costs the carrier said
helped push it into Chapter 11.  American wants a new pilot
contract before leaving court protection to assure creditors about
future labor costs as it operates on a stand-alone basis.  The
union designed its proposal "to provide our pilots with an
industry-standard contract for enabling American Airlines to
complete a successful restructuring and compete on a level playing
field with its network-carrier peers," according to the statement.

The report relates that while a pilot contract isn't required
before Fort Worth, Texas-based American presents its
reorganization plan to creditors and the bankruptcy court, the
airline said it preferred to reach one.  "We worked hard with the
APA's negotiating committee to structure an agreement that
addresses the priorities identified as most important to our
pilots," while remaining within the framework supported by the
unsecured creditors committee in the bankruptcy case, Bruce Hicks,
an airline spokesman, said in a statement.

The report notes that American and the APA failed to reach a
contract agreement in talks that began more than five years before
the carrier sought bankruptcy protection on Nov. 29.  The latest
round of negotiations began in the first week of October.  US
Airways, the fifth-biggest U.S. airline, hasn't made a formal bid
for No. 3 American because that carrier holds the exclusive right
to file a reorganization plan.  A combined airline would be the
world's largest by traffic.

The Bloomberg report discloses that American and Tempe, Arizona-
based US Airways have been exchanging confidential financial and
operational information to evaluate potential benefits of a merger
during bankruptcy.  American has said it which wants to consider
merging only after exiting court protection.  The pilots'
agreement, if approved by the APA board and union members, would
replace terms imposed by American to secure $315 million a year in
savings after a previous contract proposal was rejected on Aug. 8
by a 61% margin.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: October Traffic Down 3.7%
--------------------------------------------
AMR Corporation reported October 2012 consolidated revenue and
traffic results for its principal subsidiary, American Airlines,
Inc., and its wholly owned subsidiary, AMR Eagle Holding
Corporation.

Consolidated capacity and traffic were 3.4% and 3.7% lower year-
over-year respectively, resulting in a consolidated load factor of
82.3 percent, a decrease of 0.3 points versus the same period last
year.

International load factor increased 0.5 points to 81.3%, as
traffic decreased 0.6% on 1.2% less capacity.  The Pacific entity
recorded the highest year-over-year increase in load factor of 4.9
points, resulting in a load factor of 82.8% for the month of
October.

Domestic capacity and traffic were 5.0% and 6.0% lower year-over-
year, respectively, resulting in a domestic load factor of 84.0%,
0.9 points lower compared to the same period last year.

October's consolidated passenger revenue per available seat mile
(PRASM) increased an estimated 0.4% versus the same period last
year.  Absent the recent operational disruption that affected
bookings for October travel, PRASM would have been approximately
3.1% higher than in October 2011.  Separately, American Airlines
and American Eagle cancelled more than 2,000 flights as a result
of Hurricane Sandy; however, the impact on PRASM was not
significant.

"I'm proud of the spirit and resilience of our people, many of
whom have been displaced or suffered home or property damage
following Hurricane Sandy.  Under very challenging conditions,
they have worked diligently to restore our operations in the
Northeast and care for our customers," said Tom Horton, chairman
and CEO, AMR Corporation.

On a consolidated basis, the company boarded 8.8 million
passengers in October.

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

                        http://is.gd/wjhfnr

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Has Deal in Principle with Pilots' Union
-----------------------------------------------------------
The Allied Pilots Association and AMR Corp.'s management reached
an agreement in principle over the parties' labor dispute, the
pilots' union announced on its Web site Friday afternoon.

"This afternoon the APA Board of Directors voted to present AMR
management with a comprehensive counter-proposal. Management
responded by agreeing to APA's proposal. The APA Board of
Directors will proceed in compliance with policy-manual
requirements and vote to send the agreement-in-principle to the
membership as a tentative agreement for a ratification vote," APA
Communications Director Gregg Overman said.

"APA designed our comprehensive counter-proposal to provide our
pilots with an industry-standard contract while enabling American
Airlines to complete a successful restructuring and compete on a
level playing field with its network-carrier peers. The Board's
vote on the motion to present the comprehensive counter-proposal
was 13 for, two against and one absent.

"We will provide details of the new agreement-in-principle
shortly.

"Also [on Nov. 9], the Board received a closed-session briefing
from Jack Butler, who serves as the lead counsel for the Unsecured
Creditors' Committee.  In addition, Andrew Yearley of Lazard,
APA's financial adviser, addressed the Board."

Details of the deal weren't immediately disclosed, but earlier
union bulletins, according to The Wall Street Journal's Susan
Carey, suggested it will have a six-year duration, provide a date-
of-signing raise of 4%, and then two 2% annual raises, the mid-
contract adjustment and two more raises of 2%.  The Journal notes
the pilot's defined-benefit pension plan has been frozen, which
means no more company contributions will be made, but the pilots
will receive a 14% annual company contribution to a 401(k)
retirement plan.

WSJ notes AMR is seeking more than $300 million in annual savings
from the pilots.  If the pilots agree to the new deal in the
coming weeks, WSJ says AMR would be on course to reduce its annual
labor expenses by about $1 billion.

According to WSJ, a spokesman for American said the company is
pleased to have reached the agreement.  "We worked hard with the
APA's negotiating committee to structure an agreement that
addresses the priorities identified as the most important to our
pilots," he said, "while staying within the economic framework"
supported by AMR's creditors committee to ensure the company
successfully restructures.

In September, the Bankruptcy Court granted AMR's request to reject
its collective bargaining agreement with the pilots' union and
impose terms on the group.  WSJ recounts that that shortly after
that move, American's operations were snarled by a spike in pilot
sick calls and an increase in pilot maintenance write-ups, which
prompted the company to threaten legal action against the union.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN PIPING: S&P Assigns 'B-' Prelim Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B-'
corporate credit rating to St. Louis, Mo.-based American Piping
Products Inc. (APP) The outlook is stable.

"At the same time, we assigned our preliminary 'B-' issue-level
rating (same as the corporate credit rating) to the company's
proposed $100 million senior secured notes due 2017. We assigned a
preliminary recovery rating on the notes of '4', indicating our
expectation of average (30%-50%) recovery for bondholders in the
event of a payment default under our recovery scenario. The
company is selling the notes pursuant to Rule 144a without
registration rights," S&P said.

"The corporate credit rating takes into account our view of the
company's business risk profile as 'vulnerable' and its financial
risk profile as 'highly leveraged'," said credit analyst Gayle
Bowerman. "Our business risk profile for APP incorporates our view
of the company's small size and its position as a player in the
highly competitive metals distribution industry."

"Our stable rating outlook for APP reflects our view that the
company's operating performance will support credit metrics in
line with our expectations for the 'B-' corporate credit rating.
We anticipate that APP will generate leverage between 4x-5x and
FFO-to-debt of below 10% over the next 12-24 months. Our
assessment also takes into account the company's small size,
limited product portfolio, exposure to raw materials price
volatility, and participation in the competitive distribution
industry," S&P said.


AMERICAN SUZUKI: Proposes Protocol for Auto Dealer Agreements
-------------------------------------------------------------
American Suzuki Motor Corporation asks the Bankruptcy Court:

     -- for authority to enter into postpetition service and parts
agreements with existing automobile dealers to ensure continuity
of service and warranty repair work and sales of remaining
automobile inventory;

     -- to approve uniform procedures for the consensual rejection
of automobile dealer agreements and all ancillary agreements; and

     -- to allow dealers' claims, excluding prepetition claims for
warranty services; promotional, sales and incentive programs; and
holdbacks.

The Debtor said the Service and Parts Agreements will provide for
continuity of critical warranty and service repair work for the
benefit of owners of Suzuki automobiles and automobile dealers.
The Debtor also added that rejection procedures would allow
Settling Auto Dealers to liquidate claims, including those arising
from the rejection of Automobile Dealer Agreements on a cost
effective basis and avoid time consuming and expensive claims
litigation, subject to a reasonable notice and objection period.
Settling Auto Dealers also will avoid severe economic hardship by
receiving a significant portion of the liquidated claims through a
release and participation agreement with the Debtor's shareholder,
pursuant to which the Debtor's shareholder (or its designee) will
purchase a significant participation in the liquidated claim to
aid Settling Auto Dealers -- and the respective customers,
employees and vendors who rely on the Settling Auto Dealers -- in
their continued operations under
the Service and Parts Agreement.

The Debtor noted the wind down of its Automotive Division entails,
among other things, the rejection of all Automobile Dealer
Agreements because the Automobile Dealer Agreements are premised
on the Debtor's continuing sale of new automobiles beyond those in
inventory.   Since the Debtor is no longer going to sell new
automobiles after the sale of existing inventory, the Automobile
Dealer Agreements are no longer necessary.  The Debtor, however,
wants to ensure that the tens of thousands of customers who still
use Suzuki vehicles will have access to service and enjoy the
benefits of warranty agreements provided to them. Thus, the Debtor
needs to enter into new agreements providing for the continued
provision of service and parts by dealers.

The Debtor also said its parent, Suzuki Motors Corp. or its
designee will provide a cash payment equal to roughly 50% of the
total Settling Dealer Liquidated Claim of Settling Auto Dealers
who execute and return the agreements by no later than Nov. 30,
2012, and solely a subordination of SMC's prepetition secured
claims to the Settling Dealer Liquidated Claim (i.e. no
Participation Payment) for Settling Auto Dealers who execute and
return such agreements after Nov. 30, 2012, but before Dec. 28,
2012.

The Participation Payment is to be paid by SMC (or its designee)
as soon as practicable after the Debtor's receipt of an executed
Letter Agreement, Service and Parts Agreement and the
Participation Payment.  In exchange for the payment and other
consideration set forth in the Participation Agreement, SMC (or
its designee) will be entitled to receive a distribution payable
from the estate, whether under a plan of reorganization or
otherwise, on account of the Settling Dealer Liquidated Claim of
the applicable Settling Auto Dealer.  SMC (or its designee) will
receive the distribution after the Settling Auto Dealer receives
the difference between the Settling Dealer Liquidated Claim and
the Participation Payment.  The amount of the distribution will
not exceed the Participation Agreement.  Pursuant to the
Participation Agreement, Settling Auto Dealers will instruct the
Debtor to pay the distribution to SMC (or its designee) directly.

There are roughly 35 existing service/parts only dealerships,
which do not sell automobiles.  All will be offered the new
Service and Parts Agreement in place of their existing one.  These
dealers are not the subject of the proposed Dealer Settlement
Procedures and will not be affected by the offers being made.

                       About American Suzuki

Established in 1986, American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States.  American Suzuki wholesales virtually all of its inventory
through a network of independently owned and unaffiliated
dealerships located throughout the continental  United States.
The dealers then market and sell the Suzuki Products to retail
customers.  Suzuki Motor Corp., the 100% interest holder in the
Debtor, manufacturers substantially all of the Suzuki products.
American Suzuki has 295 employees.  There are approximately 220
automotive dealerships, over 900 motorcycle/ATV dealerships, and
over 780 outboard marine dealerships.

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.  SMC is not included in the
Chapter 11 filing.

Bankruptcy Judge Catherine E. Bauer signed an order Oct. 6
reassigning the case to Judge Scott Clarkson.  ASMC's legal
advisor on the restructuring is Pachulski Stang Ziehl & Jones LLP,
and its financial advisor is FTI Consulting, Inc.  Nelson Mullins
Riley & Scarborough LLP is serving as special counsel on
automobile dealer and industry issues.  Further, ASMC has proposed
the appointment of Freddie Reiss, Senior Managing Director at FTI
Consulting, as Chief Restructuring Officer, and has also added two
independent Board members to assist it through this period.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, Inc.,
is the claims and notice agent.  The Debtor has retained Imperial
Capital, LLC as investment banker.

SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern
LLP.


AMERICAN SUZUKI: Has Green Light to Assume GE Financing Agreements
------------------------------------------------------------------
Bankruptcy Judge Scott C. Clarkson granted American Suzuki Motor
Corporation permission to assume a Vendor Agreement dated Oct. 31,
2005, as amended, with GE Commercial Distribution Finance
Corporation; a Claims Agreement dated July 16, 2007, with GE; and
an Amended and Restated Consumer Direct Financing Program
Agreement dated March 15, 2011, as amended, with GE Capital Retail
Bank (formerly known as GE Money Bank).

Prior to the bankruptcy, the Debtor's authorized dealers purchased
certain Suzuki-brand products, including motorcycles and all-
terrain vehicles, from the Debtor through floor financing provided
by GE.  In addition, GE Capital Retail Bank offers financing to
consumer purchasers of certain Suzuki-brand products at the
dealership level as set forth in the GE Consumer Agreement.  The
Debtor said the continued provision of dealer and consumer
financing by the Finance Companies is essential to the Debtor's
business operations.  Absent the Finance Companies continuing to
provide such financing and other arrangements postpetition, many
of the Debtor's dealers and customers would be unable to finance
the purchase of Suzuki vehicles and products distributed by the
Debtor and the Debtor's flow of revenue would be substantially
harmed.

The Debtor believes it is current with respect to its monetary
obligations under the GE Agreements, except for obligations that
may be due in October and part of November 2012.  To satisfy the
cure and adequate assurance requirements of 11 U.S.C. Section
365(b)(1), the Debtor has consented to the payments of the Finance
Companies' reasonable legal fees and expenses incurred in
connection with the negotiation of their postpetition relationship
with the Debtor.

Pursuant to the Court's order, notwithstanding the assumption of
the GE Agreements, the Finance Companies will have the right to
terminate any or all of the GE Agreements if the Debtor has failed
to either confirm a plan of reorganization that is acceptable to
the Finance Companies or gain approval of a sale of substantially
all the Company's assets to a buyer that is acceptable to the
Finance Companies, which sale includes such acceptable buyer's
assumption of the obligations under the GE Agreements on terms
acceptable to the Finance Companies, by March 29, 2013.  The
Termination Right may be exercised by the Finance Companies in
their sole discretion by filing a notice of termination with the
Court at any time after March 29, 2013, and delivering the same to
the Debtor.

                       About American Suzuki

Established in 1986, American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States.  American Suzuki wholesales virtually all of its inventory
through a network of independently owned and unaffiliated
dealerships located throughout the continental  United States.
The dealers then market and sell the Suzuki Products to retail
customers.  Suzuki Motor Corp., the 100% interest holder in the
Debtor, manufacturers substantially all of the Suzuki products.
American Suzuki has 295 employees.  There are approximately 220
automotive dealerships, over 900 motorcycle/ATV dealerships, and
over 780 outboard marine dealerships.

American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers.  SMC is not included in the
Chapter 11 filing.

Bankruptcy Judge Catherine E. Bauer signed an order Oct. 6
reassigning the case to Judge Scott Clarkson.  ASMC's legal
advisor on the restructuring is Pachulski Stang Ziehl & Jones LLP,
and its financial advisor is FTI Consulting, Inc.  Nelson Mullins
Riley & Scarborough LLP is serving as special counsel on
automobile dealer and industry issues.  Further, ASMC has proposed
the appointment of Freddie Reiss, Senior Managing Director at FTI
Consulting, as Chief Restructuring Officer, and has also added two
independent Board members to assist it through this period.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, Inc.,
is the claims and notice agent.  The Debtor has retained Imperial
Capital, LLC as investment banker.

SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern
LLP.


ANCHOR BANCORP: Incurs $12 Million Net Loss in Fiscal Q2
--------------------------------------------------------
Anchor Bancorp Wisconsin Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss available to common equity of $12.05 million on
$26.04 million of total interest income for the three months ended
Sept. 30, 2012, compared with a net loss available to common
equity of $19.59 million on $32.99 million of total interest
income for the same period during the prior year.

Anchor Bancorp recorded a net loss available to common equity of
$15.47 million on $53.03 million of total interest income for the
six months ended Sept. 30, 2012, compared with a net loss
available to common equity of $27.74 million on $69.11 million of
total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$2.66 billion in total assets, $2.70 billion in total liabilities
and a $36.03 million total stockholders' deficit.

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

                         http://is.gd/OpgNvr

                        About Anchor Bancorp

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a
registered savings and loan holding company incorporated under the
laws of the State of Wisconsin.  The Company is engaged in the
savings and loan business through its wholly owned banking
subsidiary, AnchorBank, fsb.

Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank fsb,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision.  The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.  The
Corporation and the Bank continue to consult with the successors
to the OTS, Federal Reserve, the the Office of the Comptroller of
the Currency and Federal Deposit Insurance Corporation on a
regular basis concerning the Corporation's and Bank's proposals to
obtain outside capital and to develop action plans that will be
acceptable to federal regulatory authorities, but there can be no
assurance that these actions will be successful, or that even if
one or more of the Corporation's and Banks proposals are accepted
by the Federal regulators, that these' proposals will be
successfully implemented.  While the Corporation's management
continues to exert maximum effort to attract new capital,
significant operating losses in fiscal 2009, 2010 and 2011,
significant levels of criticized assets and low levels of capital
raise substantial doubt as to the Corporation's ability to
continue as a going concern.  If the Corporation and Bank are
unable to achieve compliance with the requirements of the Orders,
or implement an acceptable capital restoration plan, and if the
Corporation and Bank cannot otherwise comply with those
commitments and regulations, the OCC or FDIC could force a sale,
liquidation or federal conservatorship or receivership of the
Bank.

The Company reported a net loss of $36.73 million on
$127.25 million of total interest income for the fiscal year ended
March 31, 2012, a net loss of $41.17 million on $166.46 million of
total interest income for the year ended March 31, 2011, and a net
loss of $176.91 million on $217.08 million of total interest
income for the year ended March 31, 2010.

McGladrey LLP, in Madison, Wisconsin, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended March 31, 2012.  The independent auditors noted
that all of the subsidiary bank's regulatory capital amounts and
ratios are below the capital levels required by the cease and
desist order.  The subsidiary bank has also suffered recurring
losses from operations.  Failure to meet the capital requirements
exposes the Corporation to regulatory sanctions that may include
restrictions on operations and growth, mandatory asset
dispositions, and seizure of the subsidiary bank.  In addition,
the Corporation's outstanding balance under the Amended and
Restated Credit Agreement is currently in default.  These matters
raise substantial doubt about the ability of the Corporation to
continue as a going concern.


APOLLO MEDICAL: Extends Maturity of $1.2MM Conv. Notes to 2016
--------------------------------------------------------------
Apollo Medical Holdings, Inc., entered into an agreement with all
of the holders of its $1,250,000 10% subordinated convertible
notes that mature on Jan. 31, 2013, to modify certain terms of the
Notes as follows:

   (i) The maturity date of the Notes is extended to Jan. 31,
       2016;

  (ii) the term of the 1,250,000 warrants convertible into the
       Company's common shares issued as part of the original
       offering is extended to July 31, 2016;

(iii) the Notes conversion rate is fixed at $0.11485 per common
       share, which is equivalent to each $100 of par value of
       Note being convertible into 870.70 common shares, until
       Jan. 31, 2016; and

  (iv) the Warrant's exercise price is fixed at $0.11485 per
       common share of the Company.

The Company also agreed to issue to each Note holder one warrant
to purchase one common share of the Company for the price of $0.45
per share for each $2.50 of par value of Notes owned, which is the
equivalent of 40 shares for each $100 of par value of Notes owned.

                        About Apollo Medical

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

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

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

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


ARCAPITA BANK: Gets Court Approval of $125-Mil. Loan From Fortress
------------------------------------------------------------------
Nick Brown at Reuters reports that Arcapita Bank gained court
approval on Nov. 7, 2012, for a $125 million bankruptcy loan from
Fortress Investment Group, believed to be the first such loan
consistent with sharia, Islamic law.

According to Reuters, the loan, approved by Judge Sean Lane in
U.S. Bankruptcy Court in White Plains, New York, will fund
Arcapita as it tries to restructure debt after filing for
bankruptcy in March.  The report notes the hearing was delayed two
hours as Arcapita, its creditors and Fortress negotiated over the
price of the deal, Dennis Dunne, Esq., a lawyer for Arcapita's
creditors' committee, told the judge.

The report says the loan was originally set at $100 million, but
Mr. Dunne said the committee pushed to raise it.

The report relates Judge Lane's approval brings some closure to
what has been a difficult attempt by Arcapita to obtain bankruptcy
funding.

The report recounts that Arcapita in September sought a $150
million loan from Silver Point Capital, but creditors balked at
its high commitment fees and terms that would have given Silver
Point broad authority to back out of the deal.

The report relates the Fortress agreement, which can be increased
to the same $150 million, lowers commitment fees, allows Arcapita
to shop for better terms from other lenders, and limits the
circumstances under which Fortress can terminate the loan.

According to Reuters, Arcapita in a court filing said it believes
the bankruptcy loan is the first ever to comply with sharia, which
prohibits borrowing money with interest.  The so-called murabahah
structure effectively treats the matter as a sale, incorporating a
profit margin and exit fee instead of interest.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., later filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.
Falcon Gas is an indirect wholly owned subsidiary of Arcapita that
previously owned the natural gas storage business NorTex Gas
Storage Company LLC.  In early 2010, Alinda Natural Gas Storage I,
L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas
Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.)
acquired the stock of NorTex from Falcon Gas for $515 million.
Arcapita guaranteed certain of Falcon Gas' obligations under the
NorTex Purchase Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group has roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.


ASP HHI: S&P Gives 'B+' Corporate Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to ASP HHI Intermediate Holdings Inc. (HHI). The
rating outlook is stable. "We also assigned our 'B+' issue-level
rating to HHI's $580 million senior secured credit facility,
consisting of a $75 million senior secured revolver (unfunded at
close) and a $505 million term loan B. We also assigned this debt
our recovery rating of '3', indicating our expectation of
meaningful (50% to 70%) recovery for lenders in the event of a
payment default," S&P said.

"The ratings on HHI incorporate the multiple industry risks facing
automotive suppliers, including volatile demand, high fixed costs,
intense competition, and severe pricing pressures. The ratings
also incorporate HHI's acquisition by American Securities through
a recapitalization, repaying existing debt," S&P said.

HHI has a reported strong market position as a manufacturer of
highly engineered metal forgings and machined components, wheel
bearings, and powdered metal engine and transmission components
for automotive and industrial customers. Standard & Poor's views
this as sustainable because of the limited number of competing
assets.

"We estimate the ratio of debt to EBITDA at about 4x pro forma at
June 30, 2012, including our adjustment to add the net present
value of operating leases to debt," said Standard & Poor's credit
analyst Nishit Madlani. "But we assume HHI's financial policies
will remain aggressive, given the private-equity ownership and the
possibility that the company may pursue additional targeted
acquisitions or, eventually, distributions to shareholders."


ASPENBIO PHARMA: Incurs $2.5-Mil. Net Loss in Third Quarter
-----------------------------------------------------------
AspenBio Pharma, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.5 million on $6,240 of sales for the
three months ended Sept. 30, 2012, compared with a net loss of
$3.1 million on $22,381 of sales for the corresponding period a
year ago.

The Company incurred a net loss of $6.7 million on $40,756 of
sales for the nine months ended Sept. 30, 2012, compared with a
net loss of $8.7 million on $175,019 of sales for the
corresponding period of 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$14.8 million in total assets, 6.0 million in total liabilities,
and stockholders' equity of $8.8 million.

As reported in the TCR on April 16, 2012, GHP Horwath, P.C., in
Denver, Colorado, expressed substantial doubt about AspenBio
Pharma's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from operations.

A copy of the Form 10-Q is available at http://is.gd/yoaKZ3

Castle Rock, Colo.-based AspenBio Pharma, Inc., is advancing
products that address unmet human diagnostic and animal health
therapeutic needs.  AspenBio was formed in August 2000 as a
Colorado corporation to produce purified proteins for diagnostic
applications.

The Company's primary focus is on advancing AppyScore(TM), its
human diagnostic test to aid in the risk management of acute
appendicitis, toward commercialization.


B&G FOODS: S&P Hikes Rating on $350MM Sr. Unsecured Notes to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level ratings
on B&G Foods Inc.'s $350 million senior unsecured notes due 2018
one notch to 'B' from 'B-'. "We revised the recovery rating to
'5', indicating our expectations for modest (10% to 30%) recovery
in the event of a payment default, from '6', reflecting the
company's decrease in priority obligations from debt amortization.
Simultaneously, we raised the preliminary ratings for senior
unsecured debt on B&G's shelf registration for debt securities to
'B' from 'B-'," S&P said.

"The 'B+' corporate credit rating on B&G Foods remains unchanged,
as do the 'BB' issue-level ratings on the company's senior secured
credit facilities. The recovery rating on the senior secured
credit facilities remains '1', indicating our expectation for very
high (90% to 100%) recovery in the event of a payment default,"
S&P said.

"The rating actions follow our review of our issue-level ratings
on B&G Foods' senior secured credit facilities and unsecured notes
following the company's purchase of New York Style and Old London
brands from Chipita America for $62.5 million and $120 million
equity offering," said Standard & Poor's credit analyst Bea Chiem.

"The ratings on B&G Foods Inc. reflect our view of the company's
'aggressive' financial risk profile and 'weak' business risk
profile. The company's aggressive financial risk profile reflects
its high debt burden and history of debt-financed acquisitions.
Key credit factors considered in the company's weak business risk
profile are its participation in highly competitive end markets
within the packaged food industry and limited geographic diversity
(majority in North America), yet well-recognized brands with good
market positions and generally favorable operating margins," S&P
said.

RATINGS LIST

B&G Foods Inc.
Corporate credit rating        B+/Stable

                                To               From
Senior unsecured notes due 2018 'B'              'B-'
  Recovery rating               '5'              '6'
Senior unsecured debt           'B' (prelim.)    'B-'(prelim.)


BERNARD L. MADOFF: Fortress Buys $2 Billion in Claims
-----------------------------------------------------
Carla Main at Bloomberg News reports that Fortress Credit Corp.
bought more than $2 billion in claims on Bernard L. Madoff's
defunct brokerage from Rye Select Broad Market Fund LP, according
to filings in federal court in Manhattan.

According to the report, Rye, which settled a lawsuit by the
Madoff trustee related to the Ponzi scheme, also assigned
unspecified additional amounts of each of the two claims to
Fortress that it was granted under the settlement agreement, the
filings said.  Many Madoff claims that trade are recorded in court
with the parties' names blacked out.

The bankruptcy case is In re Securities Investor Protection Corp.
v. Bernard L. Madoff Securities, LLC, 08-bk-1789, U.S. Bankruptcy
Court, Southern District of New York (Manhattan).

                      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.


BION ENVIRONMENTAL: Incurs $2.4MM Net Loss in Fiscal 1st Quarter
----------------------------------------------------------------
Bion Environmental Technologies, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $2.45 million on $0 of revenue for
the three months ended Sept. 30, 2012, compared with a net loss of
$3.83 million on $0 of revenue for the same period a year ago.

The Company reported a net loss applicable to the Company's common
stockholders of $7.35 million on $0 of revenue for the year ended
June 30, 2012, compared with a net loss applicable to the
Company's common stockholders of $7.54 million on $0 of revenue
for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$8.26 million in total assets, $9.72 million in total liabilities,
$19,900 million in Series B Redeemable Convertible Preferred
stock, and a $1.47 million total deficit.

The Company is currently not generating revenue and accordingly
has not generated cash flows from operations.  The Company does
not anticipate generating sufficient revenues to offset operating
and capital costs for a minimum of two to five years.  While there
are no assurances that the Company will be successful in its
efforts to develop and construct its Projects and market its
Systems, it is certain that the Company will require significant
funding from external sources.  Given the unsettled state of the
current credit and capital markets, there is no assurance the
Company will be able to raise the funds it needs on reasonable
terms.

GHP Horwath, P.C., in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended June 30, 2012.  The independent auditors noted
that the Company has not generated revenue and has suffered
recurring losses from operations which raise substantial doubt
about its ability to continue as a going concern.

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

                        http://is.gd/dF296J

                      About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).


CAESARS ENTERTAINMENT: Files Form 10-Q, Incurs $503MM Loss in Q3
----------------------------------------------------------------
Caesars Entertainment Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $503.4 million on $2.19 billion of net
revenues for the quarter ended Sept. 30, 2012, compared with a net
loss of $173.4 million on $2.18 billion of net revenues for the
same period during the prior year.

Caesars recorded a net loss of $1.02 billion on $6.57 billion of
net revenues for the nine months ended Sept. 30, 2012, compared
with a net loss of $471.3 million on $6.46 billion of net revenues
for the same period a year ago.

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

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

                        http://is.gd/cxns7c

                    About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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


CARA OPERATIONS: S&P Revises Outlook on 'BB-' CCR on High Leverage
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Cara
Operations Ltd. to negative from stable. At the same time,
Standard & Poor's affirmed it ratings on the company, including
its 'BB-' long-term corporate credit rating on Cara.

"We base the outlook revision on our view of the company's higher
debt levels, elevated leverage, and weak interest coverage brought
about by reduced earnings from franchise operations amid weaker
restaurant-level performance," said Standard & Poor's credit
analyst Donald Marleau. "We believe that Cara's earnings will
remain under pressure from weak same-restaurant-sales performance
in its core Ontario market, while earnings from conversions wane
and new franchise stores - predominantly in western Canada - begin
to contribute more meaningfully in 2013," Mr. Marleau added.

"The ratings on Cara reflect what Standard & Poor's views as the
company's aggressive financial risk profile, with high debt
leverage and thin cash flow coverage. That said, we believe the
company has a fair business risk profile, with a relatively
attractive portfolio of restaurant banners in Canada. The
privately held company does not release its financial statements
publicly," S&P said.

"Cara is a 129 year-old, family-owned company that operates and
franchises five restaurant brands in Canada. It has narrowed its
focus meaningfully in recent years, selling noncore holdings and
shifting the strategic and operating position for its remaining
restaurant brands. Cara emphasizes a franchise model for its new
locations and for lower-check brands, maintains corporate
ownership of some restaurants in higher-check brands, while
centralizing key support functions," S&P said.

"The negative outlook reflects our concerns that Cara's weaker
profitability could increase its already high debt leverage,
potentially affecting its compliance with tight financial
covenants ahead of the maturity of its revolving credit facility
in December 2013. We could lower the ratings if persistently weak
earnings in 2013 increase fully adjusted leverage meaningfully
above 7x as the company continues to shift its business model,
with the attendant risks for cost reductions and operational
disruptions. Moreover, downward pressure on the rating would
likely ensue from reported EBITDA interest coverage below 2x,
which we believe would indicate a discretionary cash burn and
higher prospective debt service costs," S&P said.

"On the other hand, we could revise the outlook to stable if
earnings rebound, lowering fully adjusted debt leverage to about
6.0x and supporting adequate liquidity. In addition, we expect a
scenario of ratings stability and improving earnings should
translate into about 3.5x reported interest coverage and
potentially contribute to debt reduction from discretionary cash
flow," S&P said.


CENTRAIS ELETRICAS: Brazilian Company Files Ch. 15 in N.Y.
----------------------------------------------------------
Centrais Eletricas do Para SA, a Brazilian utility know as Celpa
that was acquired this month by Equatorial Energia SA, filed for
Chapter 15 bankruptcy protection in New York (Bankr. S.D.N.Y. Case
No. 12-14568).

Dawn McCarty at Bloomberg News reports that the company, based in
Belem, Brazil, estimated both debt and assets of more than
$1 billion in documents filed in U.S. Bankruptcy Court in
Manhattan.

Celpa is asking the U.S. court to recognize the proceeding pending
before the Thirteenth Civil Court of Belem, State of Para, as a
"foreign main proceeding," according to court papers.

The report relates that Celpa filed for bankruptcy protection in
Brazil in February after a four-year freeze on rates pushed up
debt to about 2.3 billion reais.

The Bloomberg report discloses that Celpa distributes electricity
to 7.4 million people in 143 municipalities in the northern
Brazilian state of Para, the company said in the February filing.


CENTRAL EUROPEAN: Postpones Filing of Third Quarter Form 10-Q
-------------------------------------------------------------
In accordance with its reporting obligations with the Warsaw Stock
Exchange, Central European Distribution Corporation filed a
current report with the WSE via the ESPI system to disclose that
the filing date of its Form 10-Q for the quarterly period ended
Sept. 30, 2012, which had been expected to be filed on Nov. 9,
2012, will be postponed.  The report indicated that the new filing
date will be disclosed as soon as possible.

                            About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

Ernst & Young Audit sp. z o.o., in Warsaw, Poland, expressed
substantial doubt about Central European's ability to continue as
a going concern, following the Company's results for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that
certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.

The Company's balance sheet at June 30, 2012, showed $1.86 billion
in total assets, $1.68 billion in total liabilities, $29.55
million in temporary equity, and $158.10 million in total
stockholders' equity.

                             Liquidity

Certain credit and factoring facilities are coming due in 2012,
which the Company expects to renew.  Furthermore, the Company's
Convertible Senior Notes are due on March 15, 2013.  The Company's
current cash on hand, estimated cash from operations and available
credit facilities will not be sufficient to make the repayment of
principal on the Convertible Notes and, unless the transaction
with Russian Standard Corporation is completed the Company may
default on them.  The Company's cash flow forecasts include the
assumption that certain credit and factoring facilities that are
coming due in 2012 will be renewed to manage working capital
needs.  Moreover, the Company had a net loss and significant
impairment charges in 2011 and current liabilities exceed current
assets at June 30, 2012.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

The transaction with Russian Standard Corporation is subject to
certain risks, including shareholder approval which may not be
obtained.  The Company's 2012 Annual Meeting of Stockholders,
which was postponed due to the need to restate the Company's
financial statements, is expected to be held as soon as
practicable.  The Company believes that if the transaction is
completed as scheduled, the Convertible Notes will be repaid by
their maturity date, which would substantially reduce doubts about
the Company's ability to continue as a going concern.

                           *     *     *

As reported by the TCR on Aug. 10, 2012, Standard & Poor's Ratings
Services kept on CreditWatch with negative implications its 'CCC+'
long-term corporate credit rating on U.S.-based Central European
Distribution Corp. (CEDC), the parent company of Poland-based
vodka manufacturer CEDC International sp. z o.o.

"The CreditWatch status reflects our view that uncertainties
remain related to CEDC's ongoing accounting review and that
CEDC's liquidity could further and substantially weaken if there
was a breach of covenants which could lead to the acceleration of
the payment of the 2016 notes, upon receipt of a written notice
of 25% or more of the noteholders," S&P said.

In the Oct. 9, 2012, edition of the TCR, Moody's Investors Service
has downgraded the corporate family rating (CFR) and probability
of default rating (PDR) of Central European Distribution
Corporation (CEDC) to Caa2 from Caa1.


"The downgrade reflects delays in CEDC securing adequate
financing to repay its US$310 million of convertible notes due
March 2013 which are increasing Moody's concerns that the
definitive agreement for a strategic alliance between CEDC and
Russian Standard Corporation (Russian Standard) might not
conclude at the current terms," says Paolo Leschiutta, a Moody's
Vice President - Senior Credit Officer and lead analyst for CEDC.


CITY NATIONAL: Incurs $1.2 Million Net Loss in Second Quarter
-------------------------------------------------------------
City National Bancshares Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $1.22 million on $3.11 million of
total interest income for the three months ended June 30, 2012,
compared with a net loss of $1.11 million on $4.05 million of
total interest income for the same period a year ago.

City National recorded a net loss of $1.86 million on $6.45
million of total interest income for the six months ended June 30,
2012, compared with a net loss of $2.67 million on $8.13 million
of total interest income for the same period during the prior
year.

The Company reported a net loss of $3.67 million in 2011, a net
loss of $7.45 million in 2010, and a net loss of $7.82 million in
2009.

The Company's balance sheet at June 30, 2012, showed
$331.17 million in total assets, $313.41 million in total
liabilities, and $17.75 million in total stockholders' equity.

"The Corporation recorded a net loss of $1.9 million for the 2012
first half and a net loss of $3.7 million for fiscal 2011.  These
financial results and the failure of the Bank to comply with the
Consent Order with the OCC, and the actions that the OCC may take
as a result thereof, raise substantial doubt about the
Corporation's and the Bank's ability to continue as going concerns
through the end of 2012."

KPMG LLP, in Short Hills, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
period ended Dec. 31, 2011.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
entered into a consent order with the Office of the Comptroller of
the Currency that raise substantial doubt about its ability to
continue as a going concern.

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

                        http://is.gd/JoYEFR

                  About City National Bancshares

Newark, New Jersey-based City National Bancshares Corporation is a
New Jersey corporation incorporated on Jan. 10, 1983.  City
National Bank, a wholly-owned subsidiary of CNBC, is a national
banking association chartered in 1973 under the laws of the United
States of America and has one subsidiary, City National
Investments, Inc., an investment company which holds, maintains
and manages investment assets for CNB.  CNB provides a wide range
of retail and commercial banking services through its retail
branch network, although the primary focus is on establishing
commercial and municipal relationships.


CIRCLE ENTERTAINMENT: Borrows $75,000 from Directors, Officers
--------------------------------------------------------------
On Nov. 7, 2012, certain of the directors, executive officers and
greater than 10% stockholders of Circle Entertainment Inc. made
unsecured demand loans to the Company totaling $75,000, bearing
interest at the rate of 6% per annum.

The Company intends to use the proceeds from the Loans to fund
working capital requirements and for general corporate purposes.
Because certain of the directors, executive officers and greater
than 10% stockholders of the Company made the Loans, a majority of
the Company's independent directors approved the transaction.

                      About Circle Entertainment

New York City-based Circle Entertainment Inc. has been pursuing
the development and commercialization of its new location-based
entertainment line of business since Sept. 10, 2010, which has and
will continue to require significant capital and financing.  The
Company does not currently generate any revenues from this new
line of business.  The Company has no long-term financing in place
or commitments for such financing to develop and commercialize its
new location-based entertainment line of business.

As reported in the TCR on March 30, 2012, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about
Circle Entertainment's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company
has limited available cash, has a working capital deficiency and
will need to secure new financing or additional capital in order
to pay its obligations.

The Company's balance sheet at June 30, 2012, showed $7 million in
total assets, $16.50 million in total liabilities, and a
$9.50 million total stockholders' deficit.


CLEARWIRE CORP: Crest Sends Letter About Clearwire and Sprint
-------------------------------------------------------------
Crest Financial Limited, an investment firm based in Houston, sent
a letter to Mount Kellett Capital Management LP regarding issues
related to the rights and economic position of the minority
shareholders of Clearwire Corporation (NASDAQ: CLWR) in light of
Clearwire's relationship with Sprint Nextel Corporation (NYSE: S)
and Clearwire's liquidity issues related to the Clearwire's build-
out program.

The text of the letter is as follows:

November 6, 2012

VIA FACSIMILE AND COURIER

Mr. Jonathan Fiorello
Chief Operating Officer
Mount Kellett Capital Management LLP
623Fifth Avenue
18th Floor
New York, New York 10022

Dear Mr. Fiorello:

Crest Financial Limited, a Houston-based investment company, is a
long-term investor in Clearwire Corporation.  Crest, with its
affiliates, currently owns 45,756,898 Class A shares of the
Company, or approximately 6.62% of the Company's outstanding Class
A stock.

We have read the November 1, 2012 letter that you sent to the
Company.  Crest also has been monitoring the recent developments
associated with the Plan of Merger and Agreement between Sprint
Nextel Corporation, the Company's dominant shareholder, and
Softbank Corporation.  It appears that the Softbank-Sprint merger
may not be in the Company's best interest and may threaten the
interests of the Company's minority shareholders.  Your letter
expressed many of the concerns we have in this regard, and we
commend you for sending it.

By way of background, Crest and its affiliates have a long history
of investing in the spectrum that Clearwire currently holds.  In
1996, the FCC awarded to Digital & Wireless, a Crest affiliate,
licenses providing rights to frequencies in 19 markets in a BTA
auction.  In June of 2004, Clearwire Corporation, then still a
privately-held corporation, acquired these licenses from Digital &
Wireless.  As part of the consideration for this sale, Crest
received a significant number of Clearwire Corporation shares.
Since that sale, Crest and its affiliates have continued to
purchase shares in Clearwire, thus evidencing our belief in the
value of Clearwire's assets and, just as important, Clearwire's
business plan for monetizing these assets.

Unfortunately, the Company finds itself with insufficient capital
to build out its facilities to realize the full value of the
spectrum capacity that it holds.  Like you, Crest would expect
that, if the members of the Company's Board were intent on
discharging their fiduciary duties, they would take immediate
action to bolster the Company's liquidity.

In addition to the sale of excess spectrum that you proposed in
your letter, Crest believes that immediate steps to raise capital
through the offering and sale of additional common shares would be
among the steps a board of directors, acting in the best interests
of all shareholders, would pursue.  Proceeds from such an
offering, together with proceeds from the sale of a portion of the
Company's excess spectrum to a third party or parties, would
ensure a successful build-out of the Company's network and bolster
the Company's position as it renegotiates the lease of its
spectrum to Sprint.  And the additional and immediate network
investment facilitated by a successful share offering would likely
increase the value of Clearwire's assets and thus the sale price
for any excess spectrum.

It is Crest's view that this sale of additional shares can be done
quickly and successfully for the good of the Company, its
shareholders and the public at large.  Indeed, Crest would
consider participating in such an offering.

There are a number of reasons why a public offering and sale of
shares, in addition to the sale of its excess spectrum, should be
pursued.  First, the value of the Company's assets, which the
Softbank-Sprint proposal and the Company's own disclosures
confirm, would easily support such an offering.  Second, the
proceeds from the sale of shares would provide the Company with
the capital necessary to push ahead with its build-out strategy
during the period it is working to complete its sale of excess
spectrum.  Third, raising capital from investors other than the
dominant shareholder, or at least pro rata with it, would prevent
what has amounted to a creeping tender offer that Sprint has said
is its intention with regard to the Company -- to wit, the buying
of shares of strategic investors whenever it gets a chance.
Finally, the Company has recently experienced success in raising
capital, specifically through sales of its common shares to the
public utilizing its Sales Agreement with Cantor Fitzgerald &
Company.  There is no reason why these efforts should not
continue.  Indeed, it is unclear why the Company abruptly ended
that arrangement near the end of July notwithstanding the success
CF&Co. experienced in selling the Company's common shares under
that arrangement.

Crest also is concerned that recent actions (or inactions) of the
Company's Board may not be in the best interests of either the
Company or its minority shareholders.  Like you, we also expect
that the members of the Company's Board will continue to perform
the fiduciary duties that each owes to the Company and its
shareholders.  Crest is concerned that Softbank and Sprint are
positioning themselves to obtain the exclusive benefit from the
Company's valuable spectrum and assets through the Merger
Agreement at the expense and to the detriment of the Company and
its minority shareholders.  While Sprint acquired enough shares to
further cement its control of the Company (50.8%) just days after
the Merger Agreement was announced, Sprint and Softbank have
stated publicly that their transaction "does not require Sprint to
take any actions involving Clearwire other than those set forth in
agreements Sprint has previously entered into with Clearwire and
certain of its shareholders."  Odder still is the value placed on
the shares purchased by Sprint in that transaction: $2.00 per
share of Class A stock and $13.98 per share of Class B stock.  The
Class A shares were valued at their original price.  But the Class
B shares received a significant premium; Class B shares were
issued at $7.33 per share.  We think this higher valuation for the
Class B shares is intended to unfairly benefit Class B
shareholders and at the expense of Class A shareholders, including
Crest and you.

In light of this, Crest believes that compliance with its
fiduciary duties under these circumstances would require a
properly functioning Board to take a variety of actions to
mitigate the danger of Sprint improperly using its status as the
controlling shareholder to oppress the rights and economic
position of minority shareholders.  For example, it could assess
the impact on the Company and its public shareholders of the
Softbank-Sprint merger as well as subsequent events and public
statements, review all other dealings with Sprint, and establish
defensive measures to enhance the ability of independent directors
to ensure full value for minority shareholders.  One area of
inquiry could be the Equityholders Agreement of 2008 and,
specifically, the standstill agreement that prohibits Sprint from
"any direct or indirect acquisition of any Common Stock."  The
standstill agreement contains an exception to protect minority
shareholders -- namely, that Sprint can only make an offer for
100% of the Company's shares, and only if the offer is approved by
independent, unaffiliated members of the Company's Board and by a
majority of minority voting shares.

Any or all of these steps would strengthen the Board's ability to
prevent any future offer by Sprint to purchase the Company or its
assets at a distressed or undervalued price.

From day one, Crest has seen its investment in the Company as a
way to facilitate the completion of a world-class network that
could challenge the extant duopoly in the wireless communications
industry, bring real competition and innovation to the
marketplace, and benefit consumers of mobile telecommunications.
These goals, which we are sure will be the focus of the Federal
Communications Commission's approval process, can be achieved only
if the Company's spectrum and assets are managed for the benefit
of all stakeholders and not just for shareholders with temporary
or untoward advantage and dominance.

We believe that, properly managed, the Softbank-Sprint merger
proposal presents an opportunity to benefit not only the interests
of all shareholders, but also the public interest.  Improperly
managed, the merger could harm minority shareholders and the
public at large. Crest will continue to monitor the Company's
progress and is eager to engage the Company on any relevant
matters.

Thank you.

Sincerely yours,
/s/ David K. Schumacher
David K. Schumacher
General Counsel
Crest Financial Limited

                    About Clearwire Corporation

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

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

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

                           *     *     *

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

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

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


COOPERLAND LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Cooperland, LLC
        1320 Pearl St Ste 102
        Boulder, CO 80302-5287

Bankruptcy Case No.: 12-32327

Chapter 11 Petition Date: October 30, 2012

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Jeffrey Weinman, Esq.
                  WEINMAN & ASSOCIATES, P.C.
                  730 17th St., Suite 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  E-mail: jweinman@epitrustee.com

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

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

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

The petition was signed by Scott Sarbaugh, general manager.


COPELAND VILLAGE: Case Summary & 10 Unsecured Creditors
-------------------------------------------------------
Debtor: Copeland Village Shopping Center LLC
        Suite 688
        3300 Buckeye Road
        Atlanta, GA 30341

Bankruptcy Case No.: 12-77264

Chapter 11 Petition Date: November 1, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Wendy L. Hagenau

Debtor's Counsel: David G Bisbee, Esq.
                  LAW OFFICE OF DAVID G. BISBEE
                  2929 Tall Pines Way
                  Atlanta, GA 30345
                  Tel: (770) 939-4881
                  Fax: (770) 783-8595
                  E-mail: bisbeed@bellsouth.net

Scheduled Assets: $3,597,004

Scheduled Liabilities: $3,427,249

A copy of the Company's list of its 10 unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/ganb12-77264.pdf

The petition was signed by Gideon Levy, manager.


CRADLE MT. SKI: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cradle Mt. Ski & Skate, Inc.
        aka Function 4 Sports
        1854 E. Market St.
        Harrisonburg, VA 22801

Bankruptcy Case No.: 12-51439

Chapter 11 Petition Date: November 1, 2012

Court: United States Bankruptcy Court
       Western District of Virginia (Harrisonburg)

Debtor's Counsel: Dale A. Davenport, Esq.
                  HOOVER PENROD PLC
                  342 South Main Street
                  Harrisonburg, VA 22801
                  Tel: (540) 433-2444
                  E-mail: ddavenport@hooverpenrod.com

Scheduled Assets: $334,064

Scheduled Liabilities: $1,436,801

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/vawb12-51439.pdf

The petition was signed by Melanie Ledford, secretary, treasurer.


CRESTWOOD MIDSTREAM: S&P Retains 'B-' Rating on $350MM Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said its 'B-' issue rating and
'5' recovery rating on Crestwood Midstream Partners L.P.'s notes
remains unaffected by Crestwood's intention to increase its
existing senior-secured notes due 2019 to $350 million from $200
million. "The partnership plans to use proceeds to repay
borrowings under its revolving credit facility. Crestwood is a
midstream energy partnership that specializes in the gathering,
processing, and transportation of natural gas and natural gas
liquids," S&P said.

"Our corporate credit rating on Crestwood is 'B-', and the outlook
is stable. As of Sept. 30, 2012, Crestwood had about $533 million
in debt," S&P said.

Ratings List

Rating Unchanged
Crestwood Holdings LLC
Corporate Credit Rating                           B-/Stable/--

Ratings Unchanged
Crestwood Midstream Partners L.P.
Crestwood Midstream Finance Corp.
$350 mil 7.75% senior unsecured notes due 2019   B-
  Recovery Rating                                 4


CSD LLC: Has Green Light on $500,000 DIP Loan From Harber Entity
----------------------------------------------------------------
Tim O'Reiley, writing for Las Vegas Review-Journal, reports that
U.S. Bankruptcy Court Judge Bruce Markell on Nov. 5 approved an
interim financing for CSD LLC, the entity that was redeveloping
entertainer Wayne Newton's estate into a theme park and museum.

As reported by the Troubled Company Reporter on Oct. 29, 2012, CSD
LLC sought authorization to borrow up to $500,000, on an interim
basis, to fund working capital and other corporate purposes of the
Debtor in the ordinary course of its business.  The Debtor's
prepetition secured lender, Neva Lane Acceptance, LLC, is related
to Texas businessman Lacy Harber, has agreed to provide the
postpetition financing.  Neva Lane is owed in excess of $2.2
million as of the Petition Date.

Review-Journal reports Mr. Harber has put about $59 million in to
the project, buying Mr. Newton's Casa de Shenandoah estate,
adjacent property and paying for renovations.  But he has since
decided to bring the project to a close.

Review-Journal notes CSD is aiming for a bankruptcy auction of the
property early next year.  In addition, the report says, the two
sides at least hinted at the possibility of trying to settle their
differences instead of continuing with a grinding and expensive
court battle.  However, no mediation has been agreed to at this
point.

According to the TCR report, the DIP financing will be unsecured.
Interest rate will be Prime plus 1% per annum.  No
transaction/bank fees will be collected.  The maturity date of the
DIP financing will be the earliest of: (a) Nov. 12, 2013, at 5:00
p.m., (b) the effective date of a confirmed plan of liquidation
for the Borrower, and (c) the date on which the Bankruptcy Court
approves the extension of any other credit facility to the Debtor.

The TCR also reported that creditors Carson Wayne Newton, Kathleen
McCrone Newton and Sacred Land, LLC, have object to the Debtor's
Emergency DIP Financing Motion, citing:

   1. The Debtor fails to disclose in its motion that Newton holds
      "by far the largest single unsecured claims against the
      estate, estimated in excess of $19 million, based on the
      Debtor's and its insiders' fraud and breaches of duties to
      Newton."

   2. The Debtor fails to disclose that the bankruptcy case was
      filed only after the state court on Oct. 11, 2012, issued
      its Order against the Debtor and its insiders to Show Cause,
      at a hearing scheduled for Oct. 22, why they should not be
      held in contempt of the state court's Temporary Restraining
      Order issued June 7, 2012.  According to Newton, the TRO
      ordered the Debtor to continue to pay for the feed and care
      of Newton's 51 Arabian horses until a preliminary injunction
      hearing is concluded.

   3. The motion seeks approval of financing to pay legal fees
      which exceed the normal and customary rate for similar
      services in Las Vegas, Nevada, legal fees which are subject
      to court approval only after the emergency period will end
      and which are anticipated to be performed by professionals
      whose applications for employment have not been approved by
      the Bankruptcy Court, and further seeks to pay, on an
      emergency and interim basis, expenses for which no emergency
      exists.

Newton, et al., are represented by:

          J. Stephen Peek, Esq.
          Mona L. Burton, Esq.
          Bryce K. Kunimoto, Esq.
          Robert J. Cassity, Esq.
          HOLLAND & HART LLP
          9555 Hillwood Drive, 2nd Floor
          Las Vegas, NV 89134

                           About CSD LLC

Las Vegas, Nev.-based CSD, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 12-21668) on Oct. 12, 2012, estimating
$50 million to $100 million in assets and $10 million to
$50 million in debts.  The petition was signed by Steven K.
Kennedy, manager of CSD Management, LLC, manager.

The Debtor owns 37.82 acres of land, seven houses, and an
equestrian facility, all located at 6629 S. Pecos Road, Las Vegas,
Nevada.  The Debtor purchased the property from Mr. Wayne Newton
and his wife, Kathleen, for $19.5 million to develop and operate a
museum/tourist attraction honoring the life and career of Wayne
Newton.  Situated on the purchased property is the current home of
the Newtons, known as "Casa de Shenandoah", which was to be used
to showcase Wayne Newton's memorabilia.  The museum remains
unopened.  DLH, LLC, which holds a 70% interest in the Debtor,
contributed nearly $60 million towards development of the museum.
DLH is a Nevada limited liability company, and its members are
Lacy Harber and Dorothy Harber.

Plans called for contributing $2 million toward the construction
of a new home for Mr. Newton on the acreage.  The new home hasn't
been built, so Mr. Newton still lives in the existing home, paying
minimal rent.

While the Debtor has made substantial expenditures towards the
development of the Newton Museum, the Debtor and the Newtons have
been involved in certain disputes regarding the development of the
museum.  The Debtor in May 2012 filed a lawsuit in Nevada state
court for fraud, civil conspiracy, and breach.  The Newtons filed
counterclaims.  Because of the deteriorating relationship of the
parties, it appears that it is no longer feasible for the parties
to move forward with the development of the museum.

On Aug. 9, 2012, the Debtor's committee members held an emergency
meeting and voted to dissolve the Debtor.  Though the Debtor has
sought approval in the state court proceedings to dissolve, that
matter is not scheduled to be heard until May 2013.

Because the Debtor is out of money and options, and because the
Debtor's prepetition secured lender, Neva Lane Acceptance, LLC, is
unwilling to lend any additional funds to the Debtor on a
prepetition basis, the majority of the committee members voted in
favor of the bankruptcy filing.  Although the Debtor is out of
cash, it claims that it has substantial equity in its property.

The Debtor has decided that a sale of the Debtor's property
pursuant to Section 363 of the Bankruptcy Code, followed by the
filing of a plan of liquidation, is the Debtor's best option for
maximizing the value of the property and maximizing the return to
the Debtor's creditors and interest holders.

James D. Greene, Esq., at Greene Infuso, LLP, in Las Vegas,
represents the Debtor.  The Debtor's CRO is Odyssey Capital Group,
LLC.


CSD LLC: Court Approves Hiring of Odyssey's Grant Lyon as CRO
-------------------------------------------------------------
Tim O'Reiley, writing for Las Vegas Review-Journal, reports that
U.S. Bankruptcy Court Judge Bruce Markell on Nov. 5 authorized CSD
LLC, the entity that was redeveloping entertainer Wayne Newton's
estate into a theme park and museum, to employ Grant Lyon,
managing partner of Odyssey Capital Group in Phoenix, as chief
restructuring officer.  The CRO will keep operations going for the
coming months but at a greatly reduced level from the past two
years.

As reported by the Troubled Company Reporter on Oct. 29, 2012, the
CRO will (i) serve as the Debtor's consultant and control person
with respect to reorganization related matters; (ii) evaluate
strategic alternatives available to the Debtor and work with
Debtor counsel during the bankruptcy process; and (iii) be
responsible for managing professionals and consultants retained by
the Debtor.

Odyssey's compensation will consist of:

   a. A monthly advisory fee of $30,000; and

   b. A minimum transaction completion fee of $200,000 payable
      upon consummation of any (a) recapitalization or
      restructuring and/or (b) disposition (equity, assets or
      businesses) transaction.  To the extent Odyssey successfully
      markets the property of the estate and a non-affiliate of
      DLH, LLC, purchases the property for an amount in excess of
      million at auction or otherwise, Odyssey will be entitled to
      a Completion incentive fee of 1.25% of the amount of the
      sale price that exceeds $20 million.

The first Monthly Fee will be due and payable on the date of the
Engagement Agreement.  In addition, a working retainer of $30,000
is also due as of the date of the Agreement.  This Retainer will
be deducted from the Completion Fee, or the Completion Incentive
Fee upon the successful completion of a Transaction.

                           About CSD LLC

Las Vegas, Nev.-based CSD, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 12-21668) on Oct. 12, 2012, estimating
$50 million to $100 million in assets and $10 million to
$50 million in debts.  The petition was signed by Steven K.
Kennedy, manager of CSD Management, LLC, manager.

The Debtor owns 37.82 acres of land, seven houses, and an
equestrian facility, all located at 6629 S. Pecos Road, Las Vegas,
Nevada.  The Debtor purchased the property from Mr. Wayne Newton
and his wife, Kathleen, for $19.5 million to develop and operate a
museum/tourist attraction honoring the life and career of Wayne
Newton.  Situated on the purchased property is the current home of
the Newtons, known as "Casa de Shenandoah", which was to be used
to showcase Wayne Newton's memorabilia.  The museum remains
unopened.  DLH, LLC, which holds a 70% interest in the Debtor,
contributed nearly $60 million towards development of the museum.
DLH is a Nevada limited liability company, and its members are
Lacy Harber and Dorothy Harber.

Plans called for contributing $2 million toward the construction
of a new home for Mr. Newton on the acreage.  The new home hasn't
been built, so Mr. Newton still lives in the existing home, paying
minimal rent.

While the Debtor has made substantial expenditures towards the
development of the Newton Museum, the Debtor and the Newtons have
been involved in certain disputes regarding the development of the
museum.  The Debtor in May 2012 filed a lawsuit in Nevada state
court for fraud, civil conspiracy, and breach.  The Newtons filed
counterclaims.  Because of the deteriorating relationship of the
parties, it appears that it is no longer feasible for the parties
to move forward with the development of the museum.

On Aug. 9, 2012, the Debtor's committee members held an emergency
meeting and voted to dissolve the Debtor.  Though the Debtor has
sought approval in the state court proceedings to dissolve, that
matter is not scheduled to be heard until May 2013.

Because the Debtor is out of money and options, and because the
Debtor's prepetition secured lender, Neva Lane Acceptance, LLC, is
unwilling to lend any additional funds to the Debtor on a
prepetition basis, the majority of the committee members voted in
favor of the bankruptcy filing.  Although the Debtor is out of
cash, it claims that it has substantial equity in its property.

The Debtor has decided that a sale of the Debtor's property
pursuant to Section 363 of the Bankruptcy Code, followed by the
filing of a plan of liquidation, is the Debtor's best option for
maximizing the value of the property and maximizing the return to
the Debtor's creditors and interest holders.

James D. Greene, Esq., at Greene Infuso, LLP, in Las Vegas,
represents the Debtor.  The Debtor's CRO is Odyssey Capital Group,
LLC.


DAVID KIRCHER: Apartment Sold to Capital Investment for $1.21MM
---------------------------------------------------------------
Ben Freed at AnnArbor.com reports that a court appointed
bankruptcy agent sold the multi-family apartment complex known as
Eastern Highlands, the largest property of David Kircher, for
$1.21 million to Capital Investment Company, LLC, of Ann Arbor,
Michigan.  The sale closed on Nov. 7, 2012.

According to the report, the property at 1266 LeForge Road in
Ypsilanti Township was subject to an investigation in 2004 that
led to Mr. Kircher being sentenced to a 5-year prison term for
pumping raw sewage from the complex into the Huron River.  Only 47
of the 128 units at the complex are inhabitable.  Some have been
completely stripped down to their studs, while others are "shells"
that need significant work.

The report notes Colliers International Ann Arbor agent Brendan
Cavenderr, who along with Jim Chaconas represented Douglass
Ellman, the US Bankruptcy Court Trustee, said that there was a lot
of interest in the property from across the country.

The report says Colliers also is representing Mr. Ellman in the
sale of the remaining Kircher properties that are being managed as
part of his Chapter 11 bankruptcy proceedings.  Brendan Cavender
said the total value of closed homes is approximately $1.5
million, with several more due to close in the coming weeks.  Mr.
Kircher's debt has been reported at approximately $2.7 million.

The report adds Capital Investment Company declined to discuss its
plans for development of the property.

David Kircher owns 36 properties in Ypsilanti and Ypsilanti
Township, Michigan, which are valued at roughly $5.6 million.  Of
those, 10 are owned by Mr. Kircher's Acme Building Company, and
around 10 Ypsilanti Township properties are headed to tax
foreclosure this month.  Annarbor.com reports Mr. Kircher's only
income is listed as $2,100 monthly from rental revenue, but he
listed a net income of negative $2,608.

Annarbor.com also reports Mr. Kircher is serving his term in state
prison in Jackson for illegally diverting raw sewage into the
Huron River via a public sewer from the Eastern Highlands
apartment complex he owned.  Ypsilanti Township officials
discovered Mr. Kircher was dumping sewage there in 2004.  The
report adds Mr. Kircher holds $2.7 million in debt.

Mr. Kircher filed for Chapter 11 protection (Bankr. E.D. Mich.
Case No. 12-42718) on Feb. 8, 2012.  On March 7, on motion of the
Debtor, the Court ordered the appointment of a Chapter 11 Trustee.
Douglas Ellmann was so appointed on March 19.

In July 2012, Bankruptcy Judge Thomas J. Tucker converted Mr.
Kircher's case to a liquidation under Chapter 7 of the Bankruptcy
Code after the Debtor failed to adhere to a court order requiring
him to submit an amended combined plan and disclosure statement by
June 28.


DAYTON POWER: S&P Cuts Corp. Credit Rating to 'BB'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on DPL Inc. and subsidiary Dayton Power & Light Co. (DP&L)
two notches, to 'BB' from 'BBB-', and removed them from
CreditWatch negative. The outlook is stable.

"At the same time, we lowered our issue rating on DPL's senior
unsecured debt to 'BB' from 'BB+'. We assigned a recovery rating
of '5', indicating our expectation that lenders would receive
modest (10% to 30%) recovery of principal in a default. We also
lowered our issue rating on DP&L's senior secured debt two
notches, to 'BBB-' from 'BBB+'. We revised the recovery rating on
the senior secured debt to '1', reflecting high (90% to 100%)
recovery, from '1+'. All debt issue ratings have also been removed
from CreditWatch negative," S&P said.

"Standard & Poor's ratings on DPL Inc. reflect the company's
consolidated credit profile, which includes its association with
the weaker credit quality of its parent, The AES Corp. (BB-
/Stable/--). DPL is the holding company for regulated electric
utility DP&L. The ratings also reflect DPL's 'strong' business
risk profile and its "aggressive" financial risk profile, as
defined in our criteria," S&P said.

"We view DPL and DP&L's business risk profiles as 'strong' based
on the increased competition among Midwest energy retail providers
and the expected growth of the unregulated retail business," said
Standard & Poor's credit analyst Matthew O'Neill. "In addition, we
expect competition to increase because of lower wholesale
electricity prices, which will materially reduce DPL's profit
margins."

"Our ratings on DPL and DP&L are higher than our rating on parent
AES, as structural protections (a separateness agreement, an
independent director, and debt limitations and covenants) provide
some insulation to the subsidiaries," S&P said.

Liquidity is "adequate" under Standard & Poor's corporate
liquidity methodology.

The stable rating outlook on DPL reflects Standard & Poor's
baseline forecast that consolidated adjusted FFO to debt will be
about 8% to 10% over the next 12 to 18 months. Significant risks
to the forecast include increasing competition from lower
electricity prices that could materially lower DPL's profit
margins and a weaker economy than we currently expect.

"We could lower the ratings if FFO to debt is consistently lower
than 8% or the business risk profile weakens as a result of the
disproportionate growth of the competitive energy business.
Conversely, we could raise the ratings if FFO to debt consistently
strengthens to greater than 15% on a sustained basis, which we
would expect to result mostly from higher electricity prices and
an improved economy," S&P said.


DELCO OIL: Government to Re-Try Case Against Stephen Deluca
-----------------------------------------------------------
Carole Donoghue at CSP Daily News reports that a federal judge has
declared a mistrial in the fraud case against Florida marketer
Stephen Deluca after a jury said it could not reach a verdict on
33 counts of fraud filed against him.

According to the report, a spokesperson for the U.S. Attorney's
Office in Tampa, Florida, said the government will re-try the case
against Mr. Deluca.  Prosecutors are seeking the forfeiture of $18
million in cash or assets.  If convicted on all counts, Mr. Deluca
could face up to 20 years in prison.

The report says Mr. Deluca, a former president of the Petroleum
Marketers Association of America, was indicted on 32 counts of
wire fraud and one count of conspiracy in April last year.  The
federal charges came after a private finance firm, CapitalSource
LLC, accused him of using fake invoices to inflate the value of
inventory and accounts receivable used to secure lines of credit
for his company, Deland, Fla.-based Delco Oil Inc.

The report relates Mr. Deluca was the sole shareholder of Delco,
which filed Chapter 11 and was eventually forced into liquidation.
He also filed for Chapter 7 personal bankruptcy after
CapitalSource obtained a court order requiring him to repay
$21.56 million.

In that case, Mr. Deluca listed 59 pages of liabilities totaling
$32.85 million and assets valued at $1.13 million.  He also noted
15 lawsuits had been filed against him and his wife.  Secured
creditors in his bankruptcy case reported claims of more than
$24.76 million, according to documents at the time.

The report says the U.S. alleged in its indictment that the fraud
scheme began in at least August 2002 and continued to around
October 2006.  After signing a $6 million loan agreement with Bank
of America, Mr. Deluca used $5.33 million of the money the very
next day to pay off a loan from a Dallas-based Guaranty Business
Corp., which is now out of business.  A month later he got another
$1.64 million from BofA, secured by two pieces of real estate.
After that, he borrowed $14 million from Wachovia, and used some
of it to pay off BofA, prosecutors claimed.

The report relates Richard Hill, the former Delco comptroller, was
a key witness in both the civil and criminal cases.  Mr. Hill said
he and Mr. Deluca manipulated Delco's accounting system to create
phony documentation to back up claims of inventory value, creating
two separate sets of books.  Mr. Hill said the inventory figures
reported to CapitalSource were seven to eight times greater than
Delco's actual maximum storage capacity.  He told investigators
that he acted only on Deluca's orders, and that his job was to
"cover [Deluca's] ass."

The report says Mr. Deluca maintained he knew nothing of the fraud
scheme.  The report, citing court documents, relates Mr. Deluca
said he only discovered what had been going on when Mr. Hill took
a vacation in November 2006, and then immediately reported the
problems to CapitalSource and the local sheriff.  According to Mr.
Deluca, the entire scheme was Mr. Hill's idea.  Mr. Hill was such
"a clever and determined embezzler" that he was able to deceive
auditors, loan officers and four different lenders, Mr. Deluca
said in submissions to the court.

According to the report, Mr. Deluca in June tried to get the
federal charges against him dismissed, citing the time it had
taken the government to bring the case to court.  Four Delco
employees who could have testified on his behalf had died, he
noted.  His plea was rejected by the court.

Delco Oil Inc. was a motor fuel distributor headquartered in
DeLand, Florida.  Delco was placed in Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 06-03241).  Richard R. Thames, Esq., at
Stutsman Thames & Markey, P.A., represented the Debtor in the
Chapter 11 case.  In its chapter 11 petition, the Debtor estimated
both assets and debts to be between $1 million and $100 million.
On Dec. 1, 2006, the case was converted to a Chapter 7 liquidation
and Aaron Cohen was appointed as the Interim Chapter 7 Trustee.


DETROIT COMMUNITY: S&P Affirms 'B+' Rating on Series 2005 Rev Bond
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
rating on Detroit Community Schools, Mich.'s series 2005 public
school academy revenue bonds and removed the rating from
CreditWatch with negative implications. The outlook is stable.

"The removal of the rating from CreditWatch reflects our view of
the renewal of the school's charter for a one-year term that
expires June 2013," said Standard & Poor's credit analyst Avanti
Paul.

The 'B+' rating reflects S&P's view of the school's:

    "New management team, which we anticipate will begin to turn
    around the school's operations," S&P said;

    Good relationship with the charter authorizer, as evidenced by
    the authorizer's willingness to extend the charter and
    negotiate a plan for improvement;

    Balanced operating results that generate sufficient 1.1x debt
    service coverage, which we anticipate will continue;

    Manageable maximum annual debt service burden;

    Adequate and growing unreserved general fund balance; and

    Limited capital needs and lack of plans to issue debt in the
    near term.


DETROIT DOWNTOWN: Fitch Keeps BB+ Ratings on Tax Bonds Serie 1998C
------------------------------------------------------------------
Fitch Ratings has affirmed the ratings on the following bonds
issued by the Detroit Downtown Development Authority, MI (DDA or
district):

  -- Tax increment refunding bonds (Development Area No. 1
     projects), series 1998A affirmed at 'BBB-';

  -- Tax increment bonds (Development Area No. 1 projects), series
     1998B (taxable) affirmed at 'BBB-';

  -- Tax increment bonds (Development Area No. 1 projects), series
     1998C (junior lien) affirmed at 'BB+'.

The Rating Outlook on all bonds is revised to Stable from
Negative.

Security

Bonds are secured by a pledge of all tax increment revenues
captured by Development Area No. 1.

Key Rating Drivers

OUTLOOK CONSIDERATIONS: Pledged tax increment revenue has dropped
in recent years but is projected to remain sufficient, despite
appeal-related AV declines.  Appeal rebates may cause coverage to
dip temporarily in 2012 and/or 2013, but over the longer term,
Fitch expects senior lien coverage to remain at or near 1.4 times
(x) and junior lien coverage to remain at or near 1.2x until the
junior lien debt matures in 2018.

WEAK COVERAGE, PARTICULARLY FOR SUB LIEN: Fitch expects very
narrow coverage for subordinate lien bonds but at least somewhat
better protection for senior lien bondholders.

UNCERTAINTY OF APPEAL SETTLEMENT: An appeal related to the
district's largest taxpayer -- General Motors Co. (GM) -- has been
settled.  The settlement involves both a reduction of the
property's value and a refund of taxes previously paid.  The
timing of the refund by the DDA and the impact of the reduction on
future pledged tax increment revenue remains unclear although the
county estimates $0.5 to $0.6 million, but a significant effect on
2012 and/or 2013 revenues is likely.

HIGH TAXPAYER CONCENTRATION: The largest taxpayer represents 22%
of taxable value (TV) prior to the appeal settlement, and the top
10, representing 51%, are largely related to the automobile
industry.

IMPORTANT COMMERCIAL HUB: The district encompasses the core of
downtown Detroit, including many key commercial assets.

IMPROVED AUTO MANUFACTURING PROSPECTS: The health of the U.S.
automobile industry is improving, as evidenced by Fitch's recent
upgrades of the Issuer Default Ratings of both GM and Ford Motor
Co. (Ford).

What Could Trigger A Rating Action

OVERALL TAX BASE EROSION: Fitch expects flat to slowly declining
TV going forward after incorporating the impact of the GM appeal
settlement.  More than a modest annual decline could result in a
lower rating.

Credit Profile

The DDA was formed in 1976 to promote economic development in
downtown Detroit. Development Area No. 1 is comprised of 615
acres, roughly coterminous with the downtown business district and
represents about 7% of the city's TV.  In addition to the GM-owned
Renaissance Center, the district includes one of the city's three
casinos, stadiums for the Detroit Lions and Detroit Tigers, and
development along the city's waterfront.  The captured value
(incremental TV above the base) is moderate at 250% of total TV.

Impact of GM Appeal On Pledged Revenue

The recent settlement of an appeal by GM, whose headquarters at
the Renaissance Center is the largest contributor to TV, will
resolve some uncertainty about the direction of the tax base and
pledged revenue.  The settlement reduces GM's tax payments over
the past three years and the TV from which future tax payments are
derived. The 2011 taxable valuation, the last to be adjusted,
declined 23% from the pre-appeal level.  Prior year adjustments
were more moderate.

Tax Base Concentration and Weak Economic Environment

The rating also reflects the project area's high tax base
concentration, with the 10 largest taxpayers making up 32% of
captured value.  In addition to GM at 22%, several taxpayers are
office buildings that rely for occupancy to some extent on the
auto industry.  Prospects for the industry have improved.  Fitch
recently upgraded both GM (to 'BB+', Outlook Stable from 'BB',
Outlook Positive) and Ford (to 'BB-', Outlook Stable from 'BB+',
Outlook Positive).

The city's economic indicators continue to be exceptionally
weak despite apparent auto industry improvement, including an
unemployment rate of 19.6% in August 2012, down from 20.8% in
August 2011.  Both the labor force and employment declined,
although the number of jobs in the metropolitan area increased
slightly.  City income and poverty figures are quite weak.  The
2010 census showed a surprisingly large drop in population to
713,777, a 25% decline from the 2000 census.

Declining Pledged Revenues

Coverage from pledged revenue has been declining, consistent with
Fitch's expectations.  Coverage of maximum annual debt service is
expected to drop to 1.29x for combined senior and subordinate debt
in fiscal 2012 from 1.48x in fiscal 2009.  Fiscal 2012 coverage of
senior lien bonds alone is expected to be slightly stronger at
1.42x.

Fitch is concerned about the future direction of pledged revenue
given the decline in coverage and the uncertain impact of the GM
appeal settlement.  Fitch's estimate of fiscal 2013 combined
coverage is just 1.12x (assuming full repayment of GM's refund)
and 1.23x in fiscal 2014 assuming no other captured value or tax
increment revenue changes.  The bonds' standard debt service
reserve accounts are cash-funded, providing some protection on a
shorter-term basis.  Subordinate bonds mature in fiscal 2018,
leaving somewhat improved coverage thereafter until senior lien
bonds mature in fiscal 2028.


DEWEY & LEBOEUF: BoA Credit Buys $3.8 Million in Claims
-------------------------------------------------------
These notices of transfers of claims were made Thursday in the
Chapter 11 case of Dewey & LeBoeuf LLP, to wit:

A. Claim No. 904

Transferee                   Bank of America Credit Products, Inc.
Transferor                   LexisNexis, a division of Reed
                             Elsevier Inc.
Scheduled Amount of Claim    $3,520,328.30
Transfer Date                Oct. 15, 2012
Docket Entry                 623 (11/08/12)

B. Claim No. 905

Transferee                   Bank of America Credit Products, Inc.
Transferor                   Matthew Bender & Company, Inc.
Scheduled Amount of Claim    $146,748.67
Transfer Date                Oct. 15, 2012
Docket Entry                 624 (11/08/12)

C. Claim No. 906

Transferee                   Bank of America Credit Products, Inc.
Transferor                   Portfolio Media, Inc.
Scheduled Amount of Claim    $139,225.00
Transfer Date                Oct. 15, 2012
Docket Entry                 625 (11/08/12)

                      About Dewey & LeBoeuf

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

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

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

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

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

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

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

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


DOLLAR THRIFTY: DBRS Assigns 'B(high)' Issuer Rating
----------------------------------------------------
DBRS, Inc. has commented on the 3Q12 results of Dollar Thrifty
Automotive Group, Inc. (DTAG or the Company).  DBRS's Issuer
Rating for DTAG is B (high).  The ratings remain Under Review with
Positive Implications, where they were placed on August 28, 2012.
For the quarter, DTAG reported net income of $55.5 million
compared to $66.6 million in 3Q11 while corporate adjusted EBITDA
of $98.2 million in the quarter was 16% lower than a year ago.
The lower results reflect merger-related expenses of $5.7 million
compared to no such expenses a year ago and $5.2 million in gains
on sale of risk-vehicles as compared to $17.4 million in 3Q11.

Despite a tepid U.S. economy, DTAG's solid quarterly results were
underpinned by expanding rental volumes driven by increasing
leisure travel demand as consumer confidence strengthens.
Moreover, DBRS views DTAG's results as demonstrating that the
benefits of the Company's focus on improving operational
efficiencies and profitable transaction channels are being
captured.

Vehicle rental revenue grew 2% year-on-year (y-o-y) to $442.3
million as rental demand increased, and improved fleet utilization
largely offset the softening in price.  In the quarter,
transaction days increased 7.1%, illustrating that demand
continues to recover from the recession while pricing (revenue per
day) was lower by 5.1% YoY, reflecting the competitive
marketplace.  Despite the average rental fleet expanding 6%
compared to 3Q11, fleet utilization was 84.7%, up from 83.9% a
year ago, illustrating good fleet management.  In DBRS's view,
DTAG's results evidence management's continued focus on cost
containment.  Excluding merger-related expenses, direct vehicle,
operating expenses and SG&A expenses declined to 57.4% of revenues
compared to 58.1% a year ago.  Margins remain solid.  Corporate
adjusted EBTIDA margin stood at 21.3% in 3Q12.

As expected, given the significant fleet refresh cycle completed
by DTAG in 1H12, fleet costs were higher YoY.  For 3Q12, vehicle
depreciation per unit increased 32% to a still historically low
$246 per month.  The higher per unit fleet cost reflects the
aforementioned lower gains on sale of risk vehicles despite the
disposal of a comparable number of risk vehicles as in 3Q11.  The
lower gains on sale are the result of the Company's ongoing
refinement to base depreciation rates designed to lower gains and
reduce volatility in fleet costs.  Further, the YoY increase
reflects a sizeable number 2010 model year vehicles which were in
the fleet in 3Q11, and at the end of their useful lives, required
minimal depreciation in the year ago period as the residual values
were higher than the net book value of the cars.

DBRS views DTAG's liquidity and funding profile as well-managed.
To this end, available liquidity at quarter end totaled $1.1
billion, including cash, restricted cash and capacity available
under the revolving credit facility.  Demonstrating prudent
management, this solid liquidity position has been achieved
despite DTAG's investment in its fleet increasing by $410 million
since year-end 2011 owing to the fleet refresh cycle and seasonal
investment in the fleet.  DBRS notes that the Company expects the
investment in fleet to be substantially reduced through the
remainder of 2012 resulting in an increase in cash, further
supporting its liquidity profile.  At September 30, 2012, tangible
net worth was $725 million and the Company had no corporate debt
outstanding.

The Under Review with Positive Implications reflects the announced
agreement by the Company to be acquired by the higher-rated Hertz
Corporation (Hertz).  DBRS rates Hertz BB, at the issuer level.
Under the terms of the definitive agreement, at closing DTAG will
be become a wholly-owned subsidiary of Hertz.  Additionally, Hertz
will assume, or refinance DTAG's fleet debt.  The proposed
transaction is also subject to customary closing conditions,
DTAG's shareholder approval, and regulatory approvals.


EPICOR SOFTWARE: S&P Affirms 'B' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Epicor Software Corp. The outlook is stable.

"We assigned our 'CCC+' issue-level rating and '6' recovery rating
to the $340 million holding company (holdco) senior discount notes
due 2017 issued by the parent company of Epicor Software Corp.,
Eagle Midco Inc. Epicor will use the proceeds for a distribution
to the sponsor. The '6' recovery rating indicates that lenders can
expect a negligible (0% to 10%) recovery of principal in the event
of a payment default," S&P said.

"At the same time, we are affirming the 'B+' issue-level rating on
Epicor's senior secured credit facility. Its recovery rating
remains at '2', indicating that lenders can expect a substantial
(70% to 90%) recovery of principal in the event of a payment
default. Additionally, we are affirming the 'CCC+' issue-level
rating on the company's senior unsecured notes. Their recovery
rating remains at '6' indicating that lenders can expect a
negligible (0% to 10%) recovery of principal in the event of a
payment default," S&P said.

"The rating on Epicor reflects Standard & Poor's view of the
company's highly recurring revenue base from its ERP software
maintenance and services, and consistently positive free operating
cash flow (FOCF) generation. We view the company's business risk
profile as 'weak,' primarily characterized by its competition with
much larger and more diversified software firms. We view the
company's financial risk profile as 'highly leveraged.' The
company has an aggressive financial policy as demonstrated by its
high leverage level of about 7x, pro forma for the discount notes
issuance, up from about 6.1x on June 30, 2012, pro forma for the
purchase accounting adjustment from the Activant merger in May
2011," S&P said.

Epicor is a midtier ERP solutions provider that focuses on the
manufacturing, retail, distribution, and services verticals;
however, it is still subject to industry cyclicality, especially
in the retail and housing-related end markets. The company
announced the acquisition of Solarsoft Business Systems in
September 2012, which we expect to strengthen Epicor's product
offerings in midmarket ERP, specializing in the manufacturing and
distribution verticals. We anticipate the company's organic
revenue growth over the next year to be in the low-single-digit
percentage area year over year, as organic growth from its ERP
solutions to midsize businesses is partly offset by retail and
housing-related end markets feeling the constraints of ongoing
high unemployment and falling consumer confidence," S&P said.

"The outlook is stable, reflecting good revenue visibility from
high recurring revenue and consistent positive FOCF. Although we
consider an upgrade unlikely over the next two years, we could
raise the ratings if organic revenue growth accelerates, improving
EBITDA margin above the mid-20% area such that leverage falls to
the low-5x area," S&P said.

"If revenue declines or profitability deteriorates because of
intense competition or loss of leadership position in the
midmarket ERP market, resulting in inability to modestly reduce
leverage as we expect, we could consider a rating downgrade," S&P
said.


EQUINOX HOLDINGS: S&P Revises Outlook on 'B' CCR to Positive
------------------------------------------------------------
Standard & Poor's Ratings Services revised the 'B' rating outlook
on New York, N.Y.-based Equinox Holdings Inc. to positive from
stable. The rating is affirmed.

"At the same time, we assigned the company's proposed $100 million
revolver due 2017 and the proposed $500 million first-lien term
loan due 2019 our 'B' issue-level rating, with a recovery rating
of '3', indicating our expectation for meaningful (50% to 70%)
recovery for lenders in the event of a payment default," S&P said.

"We also assigned Equinox's proposed $200 million second-lien term
loan due 2020 our 'CCC+' issue-level rating, with a recovery
rating of '6', indicating our expectation for negligible (0% to
10%) recovery for lenders in the event of a payment default.
Equinox expects to use the proceeds to refinance it existing
senior notes and highly accretive pay-in-kind (PIK) notes at the
holding company level," S&P said.

"The rating outlook revision to positive reflects our expectation
that Equinox may drive an improvement in operating lease-adjusted
debt to EBITDA to about 6x by 2014, which would be in line with a
one-notch higher rating," said Standard & Poor's credit analyst
Ariel Silverberg.

"We expect credit measure improvement from a combination of
significant EBITDA growth over the next two years and the
elimination of highly accretive PIK debt at the holding company
level (which we historically included in our measure of Equinox's
consolidated debt leverage). We believe Equinox can achieve solid
EBITDA growth through new memberships and increases in ancillary
services at existing clubs and anticipated club openings that are
a part of the company's ongoing aggressive club expansion plan.
While we believe the investments required to open new clubs will
likely weigh on consolidated EBITDA margin until new clubs have
built their membership bases to a threshold sufficient to absorb
operating costs (which typically takes approximately 12 months at
Equinox), we believe recently opened clubs will continue to ramp
to full capacity and result in increased EBITDA. Furthermore, even
though the company's club expansion plan will result in higher
operating lease debt over the next few years (and higher overall
adjusted debt levels), the elimination of highly accretive PIK
notes following the proposed refinancing transaction will support
leverage reduction and an increase in total lease-adjusted
interest coverage over time," S&P said.

"Our 'B' corporate credit rating reflects our assessment of
Equinox's financial risk profile as 'highly leveraged' and our
assessment of the company's business risk profile as 'weak,'
according to our criteria," S&P said.

"The positive rating outlook reflects our expectation that
continued EBITDA growth may drive an improvement in credit
measures that we believe could support a one-notch higher rating
over the intermediate term. We will consider higher ratings if we
are confident operating lease-adjusted debt to EBITDA will improve
to about 6x by 2014, and we believe management will size future
expansion plans in a leverage neutral manner," S&P said.

"We could consider an outlook revision to stable if EBITDA growth
is meaningfully less than we currently anticipate, resulting in an
expectation that adjusted leverage would be sustained above 6x
over the long term, or if adjusted interest coverage weakens to
the mid-1x area," S&P said.


EYES TO YOU: Case Summary & 4 Unsecured Creditors
-------------------------------------------------
Debtor: Eyes to You, Inc.
        a New Mexico corporation
        dba Bishop Optical
        dba Perfect Optical
        1500 S. 2nd St.
        Gallup, NM 87301

Bankruptcy Case No.: 12-13987

Chapter 11 Petition Date: October 30, 2012

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: David T. Thuma

Debtor's Counsel: Michael K. Daniels, Esq.
                  P.O. Box 1640
                  Albuquerque, NM 87103-1640
                  Tel: (505) 246-9385
                  Fax: (505) 246-9104
                  E-mail: mdaniels@nm.net

Scheduled Assets: $637,091

Scheduled Liabilities: $1,043,136

A copy of the Company's list of its four unsecured creditors is
available for free at http://bankrupt.com/misc/nmb12-13987.pdf

The petition was signed by Tanni Irwin, president.


FANNIE MAE: Reports $1.8 Billion Net Income in Third Quarter
------------------------------------------------------------
Federal National Mortgage Association filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $1.81 billion on $31.66 billion of
total interest income for the three months ended Sept. 30, 2012,
compared with a net loss of $5.08 billion on $35.79 billion of
total interest income for the same period during the prior year.

Fannie Mae recorded net income of $9.65 billion on $98.62 billion
of total interest income for the nine months ended Sept. 30, 2012,
compared with a net loss of $14.44 billion on $109.68 billion of
total interest income for the same period a year ago.

Fannie Mae's balance sheet at Sept. 30, 2012, showed
$3.22 trillion in total assets, $3.22 trillion in total
liabilities and $2.41 billion in total equity.

"We are seeing signs of sustained improvement in housing and our
actions to support the housing recovery have generated strong
financial results in 2012," said Timothy J. Mayopoulos, president
and chief executive officer.  "Fannie Mae's priorities are well
aligned with the public interest.  Our financial condition has
improved markedly.  We have paid the Treasury $8.7 billion in 2012
and our expected ability to pay taxpayers is growing.  We continue
to fund the mortgage market, assist homeowners in distress, and
lay the foundation for a better housing finance system."

"We reported strong revenue for the first nine months of 2012 and
expect to report annual net income for the first time since 2006,"
said Susan McFarland, executive vice president and chief financial
officer.  "The improvement in our financial condition was driven
primarily by a substantial reduction in credit expense due, in
large part, to higher home prices and a reduction in seriously
delinquent loans.  We continue to focus on foreclosure prevention
solutions to reduce delinquencies and to keep homeowners in their
homes."

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

                         http://is.gd/3r7SvI

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

                         http://is.gd/WeGCFI

                           About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

Fannie Mae has been under conservatorship, with the Federal
Housing Finance Agency acting as conservator, since September 6,
2008.  As conservator, FHFA succeeded to all rights, titles,
powers and privileges of the company, and of any shareholder,
officer or director of the company with respect to the company and
its assets.  The conservator has since delegated specified
authorities to Fannie Mae's Board of Directors and has delegated
to management the authority to conduct day-to-day operations.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9% of its common
stock, and Treasury has made a commitment under a senior preferred
stock purchase agreement to provide Fannie with funds under
specified conditions to maintain a positive net worth.

Fannie Mae reporte a net loss of $16.85 billion in 2011, a net
loss of $14.01 billion in 2010, and a net loss of $72.02 billion
in 2009.


FIFE PACKAGING: Files for Chapter 11 in New Hampshire
-----------------------------------------------------
New Hampshire Business Review notes that Fife Packaging LLC filed
on Oct. 17, 2012, for Chapter 11 bankruptcy protection in the
Bankruptcy Court in New Hampshire, listing assets of less than
$50,000, and liabilities of between $100,000 and $500,000.  The
report notes the case is in process of being dismissed at the
request of the Debtor.


FIRST PLACE FINANCIAL: Meeting to Form Creditors' Panel on Nov. 9
-----------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, was
slated to hold an organizational meeting on November 9, 2012, at
11:00 a.m.in the bankruptcy case of First Place Financial Corp.
The sole purpose of the meeting was to form a committee or
committees of unsecured creditors in the Debtors' case.

The meeting was to be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington, DE 19801

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.


FIRTH RIXSON: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Firth Rixson (Cyprus) Ltd. The outlook is stable.
"At the same time, we are assigning our 'B+' issue rating and '2'
recovery rating to the proposed $800 million secured credit
facility, which consists of a $120 million revolver and a $680
million term loan. The borrowers on the new facility will be
indirect subsidiaries, JFB Firth Rixson Inc. and FR Acquisitions
Corp. (Europe) Ltd. U.K. The '2' recovery rating indicates our
expectation of substantial (70%-90%) recovery in the event of
payment default," S&P said.

"Our ratings on Firth Rixson reflect our expectations that
leverage (debt to EBITDA) will remain high after the proposed
transaction, with only modest improvement likely in the next 12
months because of limited free cash flow," said Standard & Poor's
credit analyst Christopher DeNicolo. "We believe revenues and
earnings will show solid growth over the next year because of the
strength in commercial aerospace market and the contribution from
new projects. We assess the company's business risk profile as
'fair,' reflecting its position as a leading provider of rings and
forgings for aircraft engines, good customer and geographic
diversity, high barriers to entry, and efficient operations. We
assess the company's financial risk profile as 'highly leveraged'
based on the company's high debt leverage and very aggressive
financial policy. We assess liquidity as 'adequate' under our
criteria," S&P said.

"The company, which is majority owned by private equity firm Oak
Hill Capital Partners, plans to use the proceeds from the new
facility and a $150 million equity infusion to refinance existing
debt and provide liquidity to support capital projects to expand
capacity and new forging capabilities, as well as buyout some
operating leases. Debt to EBITDA will remain essentially unchanged
after the proposed transaction, as the balance sheet will be
unchanged, but it is very high at more than 8.5x. Part of the
reason the leverage is so high is that a portion of what the
company classifies as equity, including the new investment, is in
the form of preferred stock and proceeds from holdco notes, both
of which have interest that is paid in kind (PIK). We consider the
preferred stock as debt, as it is owned primarily by Oak Hill. If
these instruments were considered equity, debt to EBITDA would
still be high at above 6x. Other fully adjusted credit protection
measures will also be weak with funds from operations (FFO) to
debt below 10% and EBITDA interest coverage of 1x. We expect
modest improvement over the next 12-24 months because of growing
earnings, primarily as a result of the strength in the commercial
aerospace market. However, we don't expect material debt paydown
in that period, as free cash flow will be a use of more than 30
million in fiscal 2013 (ended Sept. 30, 2013) and about breakeven
in fiscal 2014 because of large capital expenditures," S&P said.

"Firth Rixson is a leading global supplier of highly engineered
rings, forgings, and specialist metal products primarily to the
aerospace market (70% of sales), as well as industrial gas turbine
and marine (9%), off-highway (8%), oil and gas (3%), mining (2%),
and other markets (8%). The company operates in three segments:
rings (57% of sales), which manufactures complex seamless and
flash-butt welded rings in various metals; forgings (27%), which
manufactures nickel, titanium, and steel closed die and extrusion
forgings; and metals (16%), which produces cast and wrought
superalloys, as well as rolled and forged long products. Firth
Rixson has operations in the U.S., U.K., Hungary, and China," S&P
said.

"For the aerospace market, the company primarily provides products
for aircraft engines used on commercial widebodies (39% of
aerospace sales) and narrowbodies (34%), as well as military
aircraft (16%) and business jets (11%). The commercial aerospace
market is currently in a cyclical upturn, and the major aircraft
and engine manufacturers are increasing production significantly
to work down huge order backlogs. The company's customer base is
fairly well diversified for an aerospace supplier, with the top 10
customers comprising about 40% of sales. The three largest
customers are the leading aircraft engine manufacturers, General
Electric, Pratt & Whitney, and Rolls Royce, all at less than 10%
of sales each," S&P said.

"Firth Rixson has a 60% share of the global market for seamless
ring forgings used in aircraft engines and a leading position in
manufacturing disks used in small aircraft engines. Its primary
competitor in rings and forgings is Precision Castparts Corp.
(PCC, A-/Stable/A-1), as well as some smaller competitors. The
industry has fairly high barriers to entry because of the high
capital costs to acquire or build forges, which can cost tens of
millions of dollars each. In addition, 70% of the company's
aerospace work is under long-term agreements, providing near-term
revenue visibility. However, this can also limit the ability of
the company to gain new work on existing engines, unless the
incumbent is not performing, making gaining on positions on new
engines vital to expanding market share. Firth Rixson has
positions on all of the major engines for popular narrowbody and
widebody aircraft, including the new Boeing 787. The company is
investing a significant amount to expand its forging capabilities
and capacity for producing disks for larger engines and other
products. The company has efficient operations, and its EBITDA
margins are fairly high at about 18%. However, this is much lower
than the 25% margins in the forging division of PCC," S&P said.

"The outlook is stable. Although revenues and earnings are likely
to see solid growth because of the strength of the commercial
aerospace market and new projects coming on line, credit measure
are likely to remain weak and only improve modestly over the next
12-24 months, as large capital investments limit free cash flow,
and therefore debt reduction. We do not expect to raise the
ratings in the next 12 months, but we could if cash flow and debt
reduction is greater than we expect, resulting in debt to EBITDA
(including the holdco notes and preferred stock treated as debt)
below 5.5x. We are also unlikely to lower the ratings but could if
earnings and cash flow do not improve as we expect, or if adverse
developments cause us to revise our liquidity assessment to "less
than adequate."


G&W INC.: Case Summary & 14 Unsecured Creditors
-----------------------------------------------
Debtor: G&W, Inc.
        dba Kwik Kar Lube & Tune on Clark Road
        dba Kwik Kar Lube & Tune on Duncanville
        P.O. Box 110772
        Carrollton, TX 75011

Bankruptcy Case No.: 12-36999

Chapter 11 Petition Date: November 3, 2012

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Mark I. Agee, Esq.
                  4115 N. Central Expressway
                  Dallas, TX 75204
                  Tel: (214) 320-0079
                  Fax: (214) 320-2966
                  E-mail: Mark@DallasBankruptcyLawyer.com

Scheduled Assets: $546,841

Scheduled Liabilities: $2,373,779

A copy of the Company's list of its 14 unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/txnb12-36999.pdf

The petition was signed by Wayne R. Michaels, president.


GEOKINETICS INC: Incurs $6.3 Million Net Loss in Third Quarter
--------------------------------------------------------------
Geokinetics Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $6.30 million on $141.69 million of revenue for the three
months ended Sept. 30, 2012, compared with a net loss of
$42.10 million on $206.05 million of revenue for the same period a
year ago.

Geokinetics recorded a net loss of $56.99 million on
$439.97 million of revenue for the nine months ended Sept. 30,
2012, compared with a net loss of $110.31 million on
$539.23 million of revenue for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2012, showed
$415.71 million in total assets, $590.79 million in total
liabilities, $90.72 million in mezzanine equity, and a
$265.80 million total stockholders' deficit.

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

                        http://is.gd/Iga12T

                         About Geokinetics

Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services.  These geophysical services include
acquisition of 2D, 3D, time-lapse 4D and multi-component seismic
data surveys, data processing and integrated reservoir geosciences
services for customers in the oil and natural gas industry, which
include national oil companies, major international oil companies
and independent oil and gas exploration and production companies
worldwide.

                           *     *     *

In December 2011, Standard & Poor's Ratings Services lowered its
corporate credit and senior secured ratings on Houston-based
Geokinetics Holdings Inc. (Geokinetics) to 'CCC-' from 'CCC+'. The
outlook is negative.

"The ratings on Geokinetics reflect the company's 'weak' liquidity
(as our criteria define the term), burdensome debt obligations,
underperformance relative to seismic data peers over the last
year, its operation in the highly volatile seismic data industry,
the cancelable nature of contracts that results in unpredictable
earnings and cash flows, and the overhang of the litigation and
reputational risk related to the liftboat incident in Southern
Mexico on Sept. 9, 2011 that resulted in four fatalities. We
consider its financial risk to be "highly leveraged" and its
business risk to be 'vulnerable' (as defined in our criteria),"
S&P said.


GRAY TELEVISION: Increases Revenue Estimates for Fourth Quarter
---------------------------------------------------------------
Gray Television, Inc., announced an increase in its record revenue
estimates for the three-month period ending Dec. 31, 2012.

On Oct. 31, 2012, Gray issued guidance relating to certain
expected fourth quarter 2012 operating results.  Through Nov. 6,
2012, the Company has earned significantly more political
advertising revenue than previously anticipated.  Accordingly the
Company is updating its guidance relating to certain operating
results for the fourth quarter of 2012.

The updated political advertising revenue estimates for the fourth
quarter of 2012 would represent new record levels for a fourth
quarter; the previous actual record was $33.1 million in 2010.
For the year ending Dec. 31, 2012, the Company anticipates total
political advertising revenue to range between $85 million and $86
million, compared to its previous annual record political
advertising revenue of $57.6 million in 2010.  The Company also
currently anticipates that its total annual revenue for 2012 will
exceed $400 million, compared to its previous annual record
revenue of $346.1 million in 2010.

Based on the Company's current forecasts, the Company believes
that its fourth quarter of 2012 local advertising revenue,
excluding political advertising revenue, will decrease from the
fourth quarter of 2011 by approximately 3%.  The Company currently
believes its fourth quarter of 2012 national advertising revenue,
excluding political advertising revenue, will decrease from the
fourth quarter of 2011 by approximately 7%.  These modest declines
in local and national revenue were anticipated and reflect the
record demand that political advertisers have placed on the
Company's units of commercial time the Company has available for
sale during the fourth quarter of 2012.

Consistent with the guidance issued on Oct. 31, 2012:

   * The Company anticipates its fourth quarter of 2012 internet
     revenue, excluding political advertising revenue, will
     increase from the fourth quarter of 2011 by approximately 11%
     to 12%;

   * The Company anticipates its fourth quarter of 2012
     retransmission consent revenue will increase from the fourth
     quarter of 2011 by approximately 71% to approximately $8.5
     million; and

   * The Company estimates its base consulting revenue will be
     $0.6 million for the fourth quarter of 2012.  As of Nov. 8,
     2012, the Company is unable to estimate incentive consulting
     revenue, if any, in the fourth quarter of 2012.

The anticipated increase in broadcast operating expenses for the
fourth quarter 2012 compared to the fourth quarter of 2011 is due
primarily to anticipated increases in compensation expense,
programming expense and national sales commission expense.

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

                        http://is.gd/FuW8yH

                       About Gray Television

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

                           *     *     *

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

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

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


HAMPTON ROADS: Incurs $4.8 Million Net Loss in Third Quarter
------------------------------------------------------------
Hampton Roads Bankshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $4.83 million on $19.93 million of total interest
income for the three months ended Sept. 30, 2012, compared with a
net loss of $26.49 million on $24.44 million of total interest
income for the same period during the prior year.

Hampton Roads incurred a net loss of $17.16 million on
$62.20 million of total interest income for the nine months ended
Sept. 30, 2012, compared with a net loss of $76.82 million on
$77.91 million of total interest income for the same period a year
ago.

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

The Company's balance sheet at Sept. 30, 2012, showed
$2.07 billion in total assets, $1.88 billion in total liabilities
and $187.96 million in total shareholders' equity.

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

                        http://is.gd/mfXzvJ

                   About Hampton Roads Bankshares

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

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

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


HARRISBURG, PA: Second Bite at Chapter 9 Bankruptcy Looms
---------------------------------------------------------
Tara Leo Auchey, writing for Today's The Day Harrisburg, notes
that the law that prohibits the city Harrisburg from filing for
Chapter 9 municipal bankruptcy expires Nov. 30.  The bar was
originally set to end June 30, but was later extended five more
months.

Today's The Day Harrisburg also relates the City's receiver,
William Lynch, has been very overt about his desire to have the
threat of Chapter 9 municipal bankruptcy at his disposal.  The
report says, over the past few months, the Office of the Receiver
has embarked on an aggressive strategy of monetizing the City's
assets, the Incinerator and the parking system; working with the
City's elected officials to raise the Earned Income Tax on
residents of Harrisburg; and mediating with the unions there by
isolating the City's creditors -- Dauphin County and the bond
insurer Assured Guaranty.

"This approach is especially significant in regard to dealing with
AGM.  If the Receiver can declare that all has reasonably been
done by the City to develop and execute a recovery plan to the
satisfaction of the State, then that leaves the 'big guy' -- as
the Receiver's financial advisor Steven Goldfield called AGM --
standing alone as the last one to get on board or not.  This is
when the tool of Chapter 9 becomes integral," Ms. Auchey reports.

The report also relates that the PA Speaker of the House, Sam
Smith, and House Majority Leader, Mike Turzai, have declared that
the issue of disallowing municipal bankruptcy wouldn't be
addressed again this year.  Mr. Smith stated the PA Legislature
will do "nothing legislative" to maintain the ban on Chapter 9.

                  About Harrisburg, Pennsylvania

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

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

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

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

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

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

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

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

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

Mr. Unkovic resigned as receiver March 30, 2012.


HAWKER BEECHRAFT: To Lay Off 410 Employees in Four Locations
------------------------------------------------------------
Molly McMillin at The Wichita Eagle reports that Hawker Beechcraft
plans to cut about 410 jobs in four locations, including dozens of
jobs in Wichita, Kansas.

According to the report, the company has begun the process of
closing three Hawker Beechcraft Services facilities -- in Little
Rock, Arkansas; San Antonio, Texas; and Mesa, Arizona -- as it
plans to emerge from Chapter 11 bankruptcy as a smaller, stand-
alone company called Beechcraft Corp.  The closures will affect
about 240 employees at the facilities.

The report notes Hawker will cut about 170 jobs in Wichita and at
its Little Rock Completions Center, where the company is
completing the final Hawker Beechcraft jets for customer delivery.
More than half of the 170 job cuts will be at the completions
center, the company said.  It did not give a specific number for
cuts in Wichita.

The report says, so far this year, Hawker Beechcraft has issued
layoff notices to 1,021 Wichita employees, according to the
KansasWorks Web site.

                      About Hawker Beechcraft

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

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan of reorganization.

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

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

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

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

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

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

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors.  The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WJS the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.


HICKMAN EQUIPMENT: RCMP Charges Four Former Executive of Fraud
--------------------------------------------------------------
Vocm.com reports that a decade-long investigation into the
bankruptcy of Hickman Equipment Limited has resulted in charges
laid against four former top executives.

The report relates the RCMP Commercial Crime Section have charged
Hubert Hunt, who was the general manager, William Parsons, Vice
President Sales, Gary Hillyard, Chief Financial Officer and John
King, the sales manager.  They all face 16 counts of fraud,
conspiracy to commit fraud, falsification of books and documents
and false prospectus to defraud.  Messrs. Hunt and Parsons face
one additional count of false prospectus to induce a person to
advance money.

The report notes all four men will make their first court
appearance on December 4.

Hickman Equipment was a John Deere dealership, and one of the
Hickman Group of Companies owned by the Hickman family.  It filed
for Chapter 11 bankruptcy in March 2002. According to Vocm.com,
the bankruptcy totaled about $113 million.


HILLTOP FARMS: Case Summary & 5 Unsecured Creditors
---------------------------------------------------
Debtor: Hilltop Farms, LLC
        48514 US Highway 14
        Elkton, SD 57026

Bankruptcy Case No.: 12-40768

Chapter 11 Petition Date: November 2, 2012

Court: United States Bankruptcy Court
       District of South Dakota (Southern (Sioux Falls))

Judge: Charles L. Nail, Jr.

Debtor's Counsel: Laura L. Kulm Ask, Esq.
                  GERRY & KULM ASK, PROF LLC
                  P.O. Box 966
                  Sioux Falls, SD 57101-0966
                  Tel: (605) 336-6400
                  Fax: (605) 336-6842
                  E-mail: ask@sgsllc.com

Scheduled Assets: $13,119,051

Scheduled Liabilities: $13,507,689

The petition was signed by Wilhelmus Reuvekamp, manager.

Debtor's List of Five Largest Unsecured Creditors:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
't Werkel BV, Inc.        Trade debt             $1,893,762
c/o Peter Kleinreesink
Badweg 26
7004 GV Doetinchem
Netherlands

CHS, Inc.                 Trade debt             $440,000
P.O. Box 1098
Tracy, MN 56175

Hilltop Dairy, LLP        Trade debt             $339,400
48514 US Hwy 14
Elkton, SD 57026

Woods, Fuller,            Trade debt             $11,831
Shultz & Smith, PC

First Bank & Trust Visa   Trade debt             $1,915
Card Processing Center


INTELLICELL BIOSCIENCES: Myron Holubiak Joins Board of Directors
----------------------------------------------------------------
IntelliCell BioSciences, Inc., announced that Myron Z. Holubiak
has joined the IntelliCell Board of Directors.  Mr. Holubiak is an
accomplished biotech and pharmaceutical senior executive with over
30 years of industry experience including directing Roche
Laboratories, a $2.8 billion dollar company with over 3,500
employees, as its President.  Mr. Holubiak also serves as director
for Ventrus BioSciences, Inc., and Chairman of the Board for
BioScrip, Inc.

IntelliCell's Chairman and CEO, Dr. Steven Victor, stated, "Our
Company is very pleased to announce today that Myron Holubiak is
joining our Board of Directors.  He is bringing a wealth of
industry experience and accomplishments to our executive team.  I
look forward to working with him to assist IntelliCell in its
growth strategies as the Company continues its thought leadership
role as a preeminent Regenerative Medicine organization."

Mr. Holubiak said, "The decades of scientific research into
regenerative medicine is now showing dramatic results and
fulfilling the promise we all had hoped for.

"Dr. Victor's pioneering efforts in the advancement of the science
and his innovations in the use of ultrasonic cavitation is now
setting the standard for the harvest of autologous stromal
vascular fractions that are demonstrating promise in clinical
efficacy.

"I am pleased to join the board of IntelliCell.  The company is
committed to far reaching clinical research in the treatment of
osteoarthritis, diabetic ulcers, bone and dermal conditions where
regenerative processes are desperately needed.

"I look forward to participating in the growth of IntelliCell at
such an exciting time."

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at June 30, 2012, showed $3.76 million
in total assets, $6.97 million in total liabilities and a $3.20
million in total stockholders' deficit.


INTELLICELL BIOSCIENCES: Announces FDA Listing of N.Y. Facility
---------------------------------------------------------------
IntelliCell BioSciences, Inc., has been notified according to the
FDA validation registration number 3009842420, that its new
facility located at 460 Park Avenue, New York, NY 10022 is now
registered to recover, process, package, store, and label human
cells and tissue products (HCT/P's) such as the IntelliCell
autologous stromal vascular fraction cellular product.  In the
registration notification, FDA acknowledged that the IntelliCell
process is to be covered under regulations for tissue products.
The HCT/P regulations are described in 21 CFR section 1271.10.

IntelliCell's Chairman and CEO, Dr. Steven Victor, stated "Our
Company is very pleased to announce today that our new cellular
processing facility has now been registered to process an
individual's own tissue for the purpose of acquiring their stem
and regenerative cells for use in regenerative medicine.  The
IntelliCell processing technology is designed to allow physicians
to treat their patients during a same day and same procedure basis
much the same way that bone marrow transplants and IVF treatments
are performed today.  This is a significant step for the Company
as it continues its mission to be a leading regenerative medicine
company.  We look forward to continuing to work with FDA as we
prepare a number of clinical studies for disease states with high
unmet clinical needs."

Robert Sexauer, EVP of Clinical Development stated, "We can now
begin to move forward with our plans for in-human clinical studies
such as lower limb ischemia by applying to Institutional Review
Boards (IRB's) with study protocols and laboratory processes that
will be compliant with the federal and state regulations.  By
operating under regulations for 21 CFR 1271.10 regulations,
similar to autologous tissue transplants, we may be able to
prepare a number of regenerative medicine projects and we look
forward to working with FDA to meet any and all requirements."

                   About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at June 30, 2012, showed $3.76 million
in total assets, $6.97 million in total liabilities and a $3.20
million in total stockholders' deficit.


INTELLICELL BIOSCIENCES: Inks Exchange Pact with Two Investors
--------------------------------------------------------------
Between Nov. 5 and Nov. 6, 2012, Intellicell Biosciences, Inc.,
entered into an exchange agreement with two investors who
participated in the Company's series E preferred stock private
placement pursuant to which the Series E Preferred Investors
holding an aggregate of 125 shares of the Company's series E
convertible preferred stock, par value $0.01 per share, agreed to
exchange their Preferred Stock for (i) an aggregate of 833,334
shares of the Company's Common Stock and (ii) a five-year warrant
to purchase an aggregate of 416,667 shares of Common Stock at an
exercise price of $0.45 per share.  The Series E Preferred Stock
Investors also provided their consent to allow the Company to take
all actions necessary to cancel the Preferred Stock which will
include the filing of a Withdrawal of Designation with the
Secretary of State of Nevada.  As of Nov. 8, 2012, the Company has
not filed any documents with the Nevada Secretary of State.

The new securities issued to the Series E Preferred Stock
Investors were issued in accordance with Section 3(a)(9) under the
Securities Act of 1933, as amended.

                  About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

The Company has incurred losses since inception resulting in an
accumulated deficit of $43,079,590 and a working capital deficit
of $3,811,024 as of March 31, 2012, respectively.  However, if the
non-cash expense related to the Company's change in fair value of
derivative liability and stock based compensation is excluded then
the accumulated deficit amounted to $4,121,538.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at June 30, 2012, showed $3.76 million
in total assets, $6.97 million in total liabilities and a $3.20
million in total stockholders' deficit.


ISTAR FINANCIAL: Offering $475 Million of Senior Unsecured Notes
----------------------------------------------------------------
iStar Financial Inc. filed with the U.S. Securities and Exchange
Commission a free writing prospectus relating to the offering of
$300 million of 7.125% senior unsecured notes due 2018.

iStar is also offering $175 million of 3.00% convertible senior
notes due 2016.

Joint bookrunners of both offerings are Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Barclays Capital Inc. and J.P. Morgan
Securities LLC.

The company will use the net proceeds from the offerings to
refinance existing indebtedness.

Copies of the free writing prospectuses are available for free at:

                         http://is.gd/2hQTMF
                         http://is.gd/tJbz9p

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

The Company reported a net loss of $25.69 million in 2011,
compared with net income of $80.20 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $6.94
billion in total assets, $5.52 billion in total liabilities,
$14.20 million in redeemable non-controlling interests, and
$1.40 billion in total equity.

                           *     *     *

In March 2012, Fitch affirmed the company's 'B-' issuer default
rating.  The IDR affirmation is based on a manageable debt
maturity profile of the company, pro forma for the recently-
consummated secured financing that extends certain of the
company's debt maturities, relieving the overhang of significant
unsecured debt maturities in 2012 and 2013.  While this 2012
financing does not reduce the amount of total debt outstanding,
the company's debt maturity profile is more manageable over the
next two years, with only 48% of debt maturing pro forma, down
from 61%.  Given the mild improvement in commercial real estate
fundamentals and value stabilization, the company's loan and real
estate owned portfolio performance will likely improve going
forward, which should increase the company's ability to repay
upcoming indebtedness.

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial Inc.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


JAMES RIVER: Incurs $20.6 Million Net Loss in Third Quarter
-----------------------------------------------------------
James River Coal Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $20.55 million on $288.10 million of total revenue for
the three months ended Sept. 30, 2012, compared with a net loss of
$3.73 million on $303.85 million of total revenue for the same
period a year ago.

The Company reported a net loss of $61.97 million on
$867.44 million of total revenue for the nine months ended
Sept. 30, 2012, compared with a net loss of $10.54 million on
$820.47 million of total revenue for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$1.28 billion in total assets, $947.34 million in total
liabilities and $341.87 million in total shareholders' equity.

Peter T. Socha, Chairman and chief executive officer commented:
"We are very pleased to have the uncertainty of the U.S.
presidential election behind us.  We believe that this issue
caused a temporary slowdown in economic growth both in the United
States and globally.  The slowdown in growth, combined with warm
weather last winter, has contributed to an unusually weak market
for thermal and metallurgical coal.  Hopefully, this condition
will be corrected shortly.

"Despite the soft coal markets, we continue to be pleased with the
performance of our mine operations team.  They made a series of
adjustments to their operating plans in response to the current
markets.  In the financial area, we decided to take the
opportunity to reduce our debt at very advantageous market prices
due to external events.  We believe that we were able to
successfully balance our desire for a strong and liquid balance
sheet with a window of opportunity that was available to us."

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

                        http://is.gd/77C3lI

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

The Company reported a net loss of $39.08 million in 2011,
compared with net income of $78.16 million in 2010.

                           *     *     *

As reported by the TCR on Nov. 9, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Richmond, Va.-
based James River Coal Co. to 'SD' (selective default) from
'CCC+'.

"The rating actions follow James River's announcement that it had
repurchased approximately $61 million of its senior and
convertible notes in the third quarter and in October 2012," said
credit analyst Megan Johnston

In April 2012, Moody's Investors Service affirmed the company's B3
corporate family rating (CFR) and SGL-3 speculative grade
liquidity rating, indicating an adequate liquidity position.  The
B3 CFR is principally constrained by a high cost position, high
leverage, meaningful decrease in thermal coal prices, and
likelihood of margin compression in thermal coal business as
existing contracts roll off over the next year. The ratings also
consider relatively high thermal coal inventories and generally
stagnant coal demand at the power utilities.


LAKELAND DEVELOPMENT: Has Loeb & Loeb as Environmental Counsel
--------------------------------------------------------------
Lakeland Development Company seeks permission from the U.S.
Bankruptcy Court for the Central District of California to employ
Loeb & Loeb LLP as special environmental counsel, nunc pro tunc to
the petition date.

The Debtor and its predecessor-in-interest affiliate Powerine Oil
Company were named in litigation by the U.S. Environmental
Protection Agency regarding various Superfund Sites near the
Debtor's property.  A Consent Decree was entered in the U.S.
District Court requiring the Debtor to pay $1,450,000 in certain
payments.  The Debtor made all but the last of those payments.
However, the Consent Decree contained Stipulated Penalties of
$5,000 per day for every day that the payment was late.  At
present, the EPA claims that its claim is approximately
$6,960,000.

The Debtor retained Loeb to deal with the environmental law issues
over eight years ago, and the Debtor, by its counsel Loeb, is
currently in negotiations with the EPA regarding this liability.
Loeb has been involved in negotiations to resolve certain
remaining disputes involving EPA for the past four years.
According to the Debtor, these negotiations are practically
complete.  A settlement agreement between the Debtor and the EPA
has been drafted but is not yet executed by the proper officials
of the EPA.  The Debtor seeks to employ Loeb for the limited
purpose of finalizing the agreement with the EPA.  The agreement
would benefit the Debtor's estate and its creditors by resolving
an outstanding issue so that the Debtor may proceed with
administering its estate and formulating its plan.

Loeb would not duplicate the bankruptcy work done by the Debtor's
other professionals, and would only do specialized environmental
work.

Albert Cohen, the attorney currently expected to be principally
responsible for the case, will be paid $700 per hour.

Loeb is currently a large, unsecured creditor.  On July 3, 2012,
Loeb filed an unsecured proof of claim in the Debtor's estate in
the total amount of $306,448.21, representing Loeb's unpaid fees
and costs incurred for pre-petition services rendered to the
Debtor.  Loeb does not agree to waive this claim.

The Debtor proposes that it be permitted to pay Loeb, without a
prior application to the Court, 100% of the fees and disbursements
incurred up to $10,000 per month.

Lance N. Jurich, a partner at Loeb, attests to the Court that the
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                     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.


LAMOS MANAGEMENT: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lamos Management Services, LLC
        dba L'Jua's Restaurant
        P.O. Box 3268
        Albany, GA 31706

Bankruptcy Case No.: 12-11652

Chapter 11 Petition Date: November 4, 2012

Court: United States Bankruptcy Court
       Middle District of Georgia (Albany)

Judge: James D. Walker Jr.

Debtor's Counsel: Je'Nita Nakia Lane, Esq.
                  J. LANE LAW GROUP, P.C.
                  P.O. Box 1843
                  Albany, GA 31702
                  Tel: (229) 886-1073
                  Fax: (888) 694-6777
                  E-mail: jlanelaw@gmail.com

Scheduled Assets: $1,334,950

Scheduled Liabilities: $306,594

A copy of the Company's list of its five largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/gamb12-11652.pdf

The petition was signed by LaJuana Woods, owner/manager.


LAST MILE: Has Court OK to Hire Parentebeard as Tax Accountant
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized Last Mile Inc., also known as Sting Communications,
to employ ParenteBeard LLC as accountant.  The professional
services that ParenteBeard will provide to the Debtor include the
preparation of the Debtor's federal and Pennsylvania state tax
returns for the year 2011.

                          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.


LAST MILE: Has Permission to Hire R.L. Hicks as Regulatory Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized Last Mile Inc., also known as Sting Communications,
to employ R.L. Hicks & Associates as regulatory counsel for the
purpose of advising the Debtor in connection with the transfer of
licenses.

As reported by the Troubled Company Reporter on Sept. 13, 2012,
the retention is limited to providing services to the Debtor with
respect to transferring the Licenses to First Telecom Services,
LLC, or another successful bidder for the Debtor's assets.  The
Debtor agreed on Aug. 17, 2012, to a form of Asset Purchase
Agreement with FTS and filed a motion seeking approval of the sale
of substantially all of the Debtor's assets to FTS.  Among the
requirements of the APA is the transfer by the Debtor of its
licenses from the Pennsylvania Public Utility Commission.

                          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.


LEVEL 3: Files Form 10-Q, Incurs $166MM Net Loss in Third Quarter
-----------------------------------------------------------------
Level 3 Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $166 million on $1.59 billion of revenue for the
three months ended Sept. 30, 2012, compared with a net loss of
$207 million on $927 million of revenue for the same period a year
ago.

Caesars reported a net loss of $366 million on $4.76 billion of
revenue for the nine months ended Sept. 30, 2012, compared with a
net loss of $593 million on $2.75 billion of revenue for the same
period during the prior year.

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

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

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

                         http://is.gd/rTZiRO

                    About Level 3 Communications

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

                           *     *     *

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

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

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


MECHANICAL PIPE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mechanical Pipe & Supply, LP
        3062 Sidco Dr
        Nashville, TN 37204

Bankruptcy Case No.: 12-10092

Chapter 11 Petition Date: November 1, 2012

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Elliott Warner Jones, Esq.
                  Warner Jones, Esq.
                  EMERGE LAW, PLC
                  1600 Division Street, Suite 675
                  Nashville, TN 37203
                  Tel: (615) 916-5264
                  E-mail: elliott@emergelaw.net
                          warner@emergelaw.net

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
is available for free at http://bankrupt.com/misc/tnmb12-10092.pdf

The petition was signed by Philip Cannady, president.


METEX MANUFACTURING: Files Second Bankruptcy Over Asbestos
----------------------------------------------------------
Dawn McCarty at Bloomberg News reports that Metex Manufacturing
Corp., formerly known as Kentile Floors Inc., filed for bankruptcy
protection (Bankr. S.D.N.Y. Case No. 12-14554) to cope with
asbestos product liability claims.

This is Metex's second bankruptcy filing since 1992.

According to the report, the company, which manages two industrial
facilities in New Jersey, estimated assets and debt of more than
$100 million each in Chapter 11 documents filed in U.S. Bankruptcy
Court in Manhattan.  Metex faces about 6,000 active asbestos
claims tied to Kentile, according to court papers.

The report relates that planned insurance settlements, including a
trust, "will provide the best and fairest opportunity for all
asbestos personal injury claimants," Anthony Miceli, president of
Great Neck, New York-based Metex, said in court papers.

The report notes that Kentile traced its roots to the late 1800s,
when it began manufacturing cork tile.  Until the mid-1980s,
Kentile used asbestos, a type of mineral which can cause lung
disease when the fibers are inhaled, in some tiles.  The company
"experienced severe difficulties" when it could no longer use
asbestos, according to court papers.

The Bloomberg report discloses that Kentile sought Chapter 11
bankruptcy protection in 1992 while facing about 20,000 asbestos
claims.  The company changed its name to Metex in 1998, according
to court papers.


MG FORGE CONSTRUCTION: Meeting to Form Creditors' Panel on Nov. 15
------------------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on Nov. 15, 2012, at 1:30 p.m. in
the bankruptcy case of MG Forge Construction, LLC.  The meeting
will be held at:

         United States Trustee's Office
         One Newark Center
         1085 Raymond Blvd.
         21st Floor, Room 2106
         Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

MG Forge Construction, LLC, filed a Chapter 11 petition (Bankr. D.
N.J. Case No. 12-35817) on Oct. 25, 2011 in Newark, New Jersey.
Stuart Gold, Esq., at Mandelbaum Salsburg et al., serves as
counsel to the Debtor.  The Debtor estimated up to $50,000 in
assets and up to $50 million in liabilities.


MGM RESORTS: Inks Employment Agreement With Chairman & CEO
----------------------------------------------------------
MGM Resorts International entered into an employment agreement
with James J. Murren, Chairman of the Board and Chief Executive
Officer of the Company.  The Employment Agreement provides for a
term until Dec. 31, 2016, and a minimum base salary of $2,000,000
per year.

The Employment Agreement also provides for a target bonus for each
of fiscal years 2013-2016 equal to 200% of Mr. Murren's base
salary, up to a maximum bonus of 175% of the target bonus.

The Company also entered into technical equity award amendments
with Mr. Murren.

Pursuant to these Equity Award Amendments and the Employment
Agreement, Mr. Murren will be a participant under the Company's
COC Policy.

The Company also amended and restated its Change of Control Policy
for Executive Officers to effect certain technical amendments.
The benefits available under the COC Policy have not been
modified.

The Company also entered into a Memorandum Agreement re: Changes
to Severance and Change of Control Policies with each of Daniel J.
D'Arrigo, Executive Vice President, Chief Financial Officer and
Treasurer; William J. Hornbuckle IV, Chief Marketing Officer; and
Corey I. Sanders, Chief Operating Officer.  The COC Agreements
provide that the Other Participants will be eligible for benefits
under the COC Policy, in addition to Mr. Murren.

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

                        http://is.gd/As9LvT

                         About MGM Resorts

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

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

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

                        Bankruptcy Warning

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

                           *     *     *

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

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

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

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


MONITOR COMPANY: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Lead
Debtor: Monitor Company Group Limited Partnership
        aka Monitor Company Group LP
        aka Monitor Group
        aka Monitor
        aka Monitor Company
        Two Canal Park
        Cambridge, MA 02141

Bankruptcy Case No.: 12-13042

Affiliates that simultaneously sought Chapter 11 protection:

     Debtor                               Case No.
     ------                               --------
     Global Business Network LLC          12-13043
     Monitor Company Group
       International Holdings LLC         12-13044
     TMC Investors LLC                    12-13045
     Monitor Company Intl., LLC           12-13047
     Monitor Group Government
     Services, LLC                        12-13048
     Monitor Group Foreign Government
       Services, LLC                      12-13049
     Monitor Company Asia Pacific, LLC    12-13050
     Monitor Company Services, LLC        12-13051
     Monitor Company Latin America, LLC   12-13052
     New Strategic Oxygen, LLC            12-13053
     MONITOR GROUP CIS LLC                12-13054
     Mast Services LLC                    12-13055
     Marketspace, LLC                     12-13056
     Monitor International, Inc.          12-13057
     Monitor Federal Government
       Services LLC                       12-13058
     Doblin Inc.                          12-13059
     Monitor Institute, LLC               12-13060
     Monitor Group Mexico LLC             12-13061
     Market2customer LLC                  12-13062

Type of Business: Monitor Company Group LP is a global consulting
                  firm headquartered in Cambridge, Massachusetts.
                  The firm advises for-profit, sovereign, and non-
                  profit clients in growing their businesses and
                  economies and furthering their charitable
                  purposes.

                  Web site: http://www.monitor.com/

Chapter 11 Petition Date: Nov. 7, 2012

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Christopher S. Sontchi

Debtors'
Counsel:    David B. Stratton, Esq.
            James C. Carignan, Esq.
            PEPPER HAMILTON LLP
            Hercules Plaza
            1313 Market Street, Suite 5100
            Wilmington, DE 19899-1709
            Tel: (302) 777-6500
            Fax: 302-421-8390
            E-mail: strattond@pepperlaw.com
                      carignaj@pepperlaw.com

Debtors'
Bankruptcy
Counsel:    ROPES & GRAY LLP

Debtors'
Financial
Advisor:    CARL MARKS ADVISORY GROUP LLC

Debtors'
Claims and
Noticing
Agent:      EPIQ BANKRUPTCY SOLUTIONS, LLC

Lead Debtor's
Estimated Assets: $100 million to $500 million

Lead Debtor's
Estimated Debts:  $100 million to $500 million

The petitions were signed by Bansi Nagji, president.

Debtors' Consolidated List of Their 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
RBS CITIZENS, NA                   Unsecured Notes    $4,261,658
870 Westminster Street RWR110
Providence, RI 02903
Tel: (401) 456-7000
Fax: (401) 455-5279

REALTY ASSOCIATES IOWA CORP.       Rent               $1,599,116
Spaulding & Slye LLC
PO Box 202776
Dallas, TX 75320

INTEGREON                          Trade              $1,066,697
2016 Paysphere Circle
Chicago, IL 60674
E-mail: info@integreon.com

REED HOLDEN                        Unsecured Note       $917,080
648 Lowell Rd
Concord, MA 01742
Fax: (978) 405-0050
E-mail: cholden@holdenadvisor.com

CAPITAL IQ, INC                    Trade                $247,500
CC: Standard & Poor's
2542 Collection Center Dr.
Chicago, IL 60693
Fax: (212) 438-8710
E-mail: client_support@spcapitaliq.com

BRYAN CAVE LLP                     Professional         $210,963
PO Box 503089                      Services
St. Louis, MO 63150-3089
Fax: (313) 259-2020
E-mail: rlnewark@bryancave.com

PORTLAND PR LTD                    Trade                $194,730
1 Red Lion Court
London
EC4A 3EB
United Kingdom
Fax: (020) 7842-0145
E-mail: info@portland-communications.com

GERSON LEHRMAN GROUP               Trade                $109,000

CAMBRIA CONSULTING                 Professional         $103,500
One Bowdoin Square                 Services
Boston, MA 02114
E-mail: info@cambriaconsulting.com

ERNST & Young, LLP                 Professional          $84,900
                                   Services

MA ASH GROUP LLC                   Trade                 $73,493

VHA                                Trade                 $62,233

HRG                                Trade                 $54,447
Attn: Accounts Receivable-
Corporate
370 King St., West
PO Box 32, Suite 700
Toronto, ON
Canada M5V 1J9
E-mail: info.na@HRGworldwide.com

140 BW LLC                         Rent                  $51,789

CELGENE                            Trade                 $50,470

DIXON, WENDY                       Trade                 $50,000

PENTAGRAM DESIGN INC               Trade                 $48,336
204 Fifth Avenue
New York, NY 10010
Fax: (212) 532-0181
E-mail: info@pentagram.com

CITY OF CAMBRIDGE                  Taxes                 $48,216
Tax Collector's Office
795 Massachusetts Ave
Cambridge, MA 02139
Tel: (617) 349-4343
E-mail: rreardon@cambridgema.gov

YOUNGHOON PARK                     Trade                $44,949
Johnson at Cornell University
Ithaca, NY 14853-6201
Tel: (607) 255-3217
Fax: (607) 254-4590
E-mail: yp34@cornell.edu

SEYFARTH SHAW LLP                  Professional         $44,681
131 South Dearborn                 Services
Suite 2400
Chicago, IL 60603-5577
Fax: (312) 460-7000
E-mail: drowland@seyfarth.com

SODEXO                             Trade                $44,116
9801 Washington Blvd.
Gaithersburgh, MD 20878
E-mail: businessandindustry.usa@sodexo.com

SHIRKY, CLAY                       Trade                $43,500
3 Washington Square Village
APT. 15M
New York, NY 10012
E-mail: clay.shirk@nyu.edu

FEDERAL INSURANCE CO               Insurance            $43,336
15 Mountain View Road
Warren, NJ 07059
Fax: (908)903-2027
E-mail: info@chubb.com

KASSUM, JEMAL                      Trade                $43,324

INSIGHT                            Trade                $42,824
P.O. Box 731069
Dallas, Texas 75373-1069
E-mail: CR16@insight.com

GOODWIN PROCTER LLP                Professional     $41,916
                                   Services

PFIZER, INC.                       Trade                $37,897

KIMBALL, KRISTI                    Trade                $37,500

FAZIO, FRANCESCO                   Trade                $37,293
355 E. Ohio
Apt 2702
Chicago, IL 60611
E-mail: Francesco_Fazeo@monitor.com

STERN EXECUTIVE SEARCH             Professional         $35,000
5317 Shirley Ave.                  Services
Tarzana, CA 91356
E-mail: tom@sternexec.com


MORGANS HOTEL: Files Form 10-Q, Incurs $15.9-Mil. Net Loss in Q3
----------------------------------------------------------------
Morgans Hotel Group Co. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $15.95 million on $44.03 million of total revenues
for the three months ended Sept. 30, 2012, compared with a net
loss of $25.61 million on $46.68 million of total revenues for the
same period a year ago.

The Company recorded a net loss of $43.96 million on
$135.12 million of total revenues for the nine months ended
Sept. 30, 2012, compared with a net loss of $70.29 million on
$155.29 million of total revenues for the same period during the
prior year.

The Company reported a net loss of $87.95 million in 2011, a net
loss of $83.64 million in 2010, and a net loss of $101.60 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed $577.02
million in total assets, $702.21 million in total liabilities,
$6.39 million in redeemable noncontrolling interest and a $131.58
million total deficit.

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

                        http://is.gd/94Wdxc

                     About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.


NEARTOWN STORAGE: Case Summary & 3 Unsecured Creditors
------------------------------------------------------
Debtor: Neartown Storage, L.P.
        dba Neartown Mini-Storage
        P.O. Box 7445
        Houston, TX 77248-7445

Bankruptcy Case No.: 12-38129

Chapter 11 Petition Date: November 3, 2012

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  ROGERS & ANDERSON, PLLC
                  1415 North Loop West, Ste 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: brogers@ralaw.net

Scheduled Assets: $2,611,165

Scheduled Liabilities: $2,620,497

A copy of the Company's list of its three unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/txsb12-38129.pdf

The petition was signed by Randall D. Klein, Jr., president of
general partner.


NEOGENIX ONCOLOGY: Equity Committee Taps Deloitte Fin'l as Advisor
------------------------------------------------------------------
The Official Committee of Equity Security Holders in the Neogenix
Oncology, Inc. bankruptcy case sought and obtained authorization
from the Hon. Thomas J. Catliota of the U.S. Bankruptcy Court for
the District of Maryland to retain Deloitte Financial Advisory
Services, LLP, as financial advisor, nunc pro tunc to Aug. 10,
2012.

Deloitte Financial will, among other things:

      a) assist the Committee in understanding the business and
         financial impact of various operational, financial, and
         strategic restructuring alternatives on the Debtor;

      b) advise the Committee in connection with its negotiations
         and due diligence efforts with other parties relating to
         a potential sale;

      c) assist the Committee in its analysis of the Debtor's
         financial restructuring process, including its review of
         the Debtor's development of plans of reorganization and
         related disclosure statements;

      d) assist the Committee in its review and analysis of
         potential contingency plans to reflect the impact of
         restructuring alternatives on the Debtor; and

      e) provide advice and recommendations designed to assist the
         Committee in its analysis regarding the refinement of
         Debtor's cash management and cash flow forecasting
         process.

Deloitte Financial will be paid at these hourly rates:

         Partner/Principal/Director          $460
         Senior Manager                      $380
         Manager                             $300
         Senior Associate                    $260
         Associate and Jr. Staff             $220
         Administrative                      $100

Narendra Ganti, a partner at Deloitte Financial, attested to the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                      About Neogenix Oncology

Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11
petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in
Greenbelt with a deal to sell the assets to Precision Biologics
Inc., absent higher and better offers.

Founded in December 2003, Neogenix is a clinical stage, pre-
revenue generating, biotechnology company focused on developing
therapeutic and diagnostic products for the early detection and
treatment of cancer.  Neogenix, which has 10 employees, says it
its approach and portfolio of three unique monoclonal antibody
therapeutics -- mAb -- hold the potential for novel and targeted
therapeutics and diagnostics for the treatment of a broad range of
tumor malignancies.

Thomas J. McKee, Jr., Esq., at Greenberg Traurig, LLP, in McLean,
Virginia, serves as counsel.  Kurtzman Carson Consultants LLC is
the claims and notice agent.

The Debtor estimated assets of $10 million to $50 million and
debts of $1 million to $10 million.

W. Clarkson McDow, Jr., U.S. Trustee for Region 4, appointed seven
members to the committee of equity security holders.


NEOGENIX ONCOLOGY: Committee Can Hire Sands Anderson as Counsel
---------------------------------------------------------------
The Official Committee of Equity Security Holders in the Neogenix
Oncology, Inc., bankruptcy case sought and obtained permission
from the Hon. Thomas J. Catliota of the U.S. Bankruptcy Court for
the District of Maryland to retain Sands Anderson PC as legal
counsel, effective Aug. 8, 2012.

Sands Anderson will, among other things:

      a. assist, advise, and represent the Committee in its
         consultations with the Debtor regarding the
         administration of this case;

      b. assist, advise, and represent the Committee in evaluating
         the Debtor's respective assets, liabilities, overall
         financial condition, and the operation of their financial
         affairs, including, but not limited to, investigating the
         extent and validity of liens, and participating in and
         reviewing any proposed asset sales, asset dispositions,
         financing arrangements, and cash collateral issues;

      c. assist, advise, and represent the Committee in any manner
         relevant to reviewing and determining the Debtor's
         respective rights and obligations under unexpired leases
         and executory contracts, and promissory notes;

      d. assist, advise, and represent the Committee in Debtor's
         proposed 11 U.S.C. Sec. 363 sale; and

      e. assist, advise, and represent the Committee in its
         participation in the negotiation, formulation, and
         drafting of a plan of liquidation or reorganization.

Sands Anderson will be paid at these hourly rates:

         Roy M. Terry, Jr.                  $365
         William A. Gray                    $365
         Peter M. Pearl                     $310
         John C. Smith                      $270
         Elizabeth L. Gunn                  $255
         Eric C. Howlett                    $205
         Stephanie M. Ryan                  $135
         Shareholders                    $350-$365
         Counsel                         $270-$330
         Associates                      $195-$255
         Legal Assistants/Paralegals     $125-$150

Roy M. Terry, Jr., a counsel at Sands Anderson, attested to the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                      About Neogenix Oncology

Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11
petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in
Greenbelt with a deal to sell the assets to Precision Biologics
Inc., absent higher and better offers.

Founded in December 2003, Neogenix is a clinical stage, pre-
revenue generating, biotechnology company focused on developing
therapeutic and diagnostic products for the early detection and
treatment of cancer.  Neogenix, which has 10 employees, says it
its approach and portfolio of three unique monoclonal antibody
therapeutics -- mAb -- hold the potential for novel and targeted
therapeutics and diagnostics for the treatment of a broad range of
tumor malignancies.

Thomas J. McKee, Jr., Esq., at Greenberg Traurig, LLP, in McLean,
Virginia, serves as counsel.  Kurtzman Carson Consultants LLC is
the claims and notice agent.

The Debtor estimated assets of $10 million to $50 million and
debts of $1 million to $10 million.

W. Clarkson McDow, Jr., U.S. Trustee for Region 4, appointed seven
members to the committee of equity security holders.


NEW ENERGY: Ethanol Producer to Sell Assets in Bankruptcy
---------------------------------------------------------
David McLaughlin at Bloomberg News reports that New Energy Corp.,
the operator of an ethanol plant in South Bend, Indiana, filed for
bankruptcy protection (Bankr. N.D. Ind. Case No. 12-33866) with
plans to sell its assets.

According to the report, New Energy owes $33 million under a loan
from the U.S. Energy Department, which "requested" that the
company conduct a sale in bankruptcy, New Energy said in papers
filed Nov. 9 in U.S. Bankruptcy Court in South Bend.  New Energy
said it was unable to find a buyer for the ethanol plant before
the bankruptcy.  The plant can produce annually 100 million
gallons of ethanol, which is sold to oil refiners that blend it
with gasoline, according to court papers.

The Bloomberg report discloses that President Russell Abarr said
in an interview on Nov. 6 that the company was idling the facility
as a supply glut, tepid demand and high corn prices in the
aftermath of the worst U.S. drought since the 1950s cut profit.

New Energy estimated assets of as much as $50 million and debts as
high as $100 million.


NEW GOLD: S&P Rates New $500MM Senior Unsecured Notes 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to New Gold Inc.'s US$500 million
senior unsecured notes.

"A '3' recovery rating indicates our expectation of meaningful
(50%-70%) recovery in a default scenario. We expect the notes will
rank equally with all of New Gold's existing and future unsecured
and unsubordinated indebtedness," S&P said.

"We assume that the proceeds of the notes will be used to advance
the company's growth aspirations rather than for any major
shareholder-friendly initiatives," S&P said.

"At the same time, Standard & Poor's affirmed its ratings on New
Gold, including its 'BB-' long-term corporate credit rating. The
outlook is stable," S&P said.

"The ratings on New Gold reflect what we view of the company's
limited operating diversity, exposure to volatile metals prices,
and short reserve lives at its gold mines," said Standard & Poor's
credit analyst George Economou. "These risks are counterbalanced
by what we consider the company's attractive first-quartile cost
position, low political risk, and expected double-digit growth
rates in gold production," Mr. Economou added.

New Gold operates four gold mines in Canada, the U.S., Mexico, and
Australia, and holds interests in several development projects in
British Columbia and Chile.

"The stable outlook reflects our view that New Gold's expanding
production profile at declining cash costs should support
financial flexibility and credit measure generation in the next
12-18 months. Under our base case assumptions, we expect New Gold
to generate fully adjusted debt to EBITDA of about 2x and an FFO
to debt of close above 40%, with increasing free cash flow in the
second half of 2012 as New Afton growth capital spending
subsides," S&P said.

"We could lower the rating if unexpected operational disruptions,
higher costs, or weaker metals prices compress the company's gold
margins while credit measures deteriorate sustainably with an
adjusted debt to EBITDA of more than 3.5x and an adjusted FFO to
debt below 25%," S&P said.

"We could consider a positive rating action if New Gold continues
to enhance its operating profile by adding producing assets that
optimize cash flow diversity and reserve life, while maintaining
its significant financial risk profile," S&P said.


NEWPAGE CORP: To Set Rate on $850 Million Loan to Exit Bankruptcy
-----------------------------------------------------------------
Carla Main at Bloomberg News reports that NewPage Corp. set the
interest rate it will pay on $850 million of loans backing its
exit from bankruptcy, according to a person with knowledge of the
transaction.

According to the report, a $500 million six-year covenant-lite
term loan, will pay interest at 6.75 percentage points to 7
percentage points more than the London interbank offered rate,
said the person, who asked not to be identified because the
information is private.  Libor, a rate banks say they can borrow
in dollars from each other, will have a 1.25% floor.

The report relates that NewPage is proposing to sell the loans at
98 cents on the dollar, the person said, reducing proceeds for the
company and increasing the yield to investors.  Covenant-lite debt
doesn't carry typical lender protection such as financial-
maintenance requirements.  The company won't be able to refinance
the debt during the first year, then can do so at 102 cents on the
dollar in the second year and at 101 cents in the third year,
according to the person.

The report notes Goldman Sachs Group Inc., JPMorgan Chase & Co.,
Barclays Plc and Wells Fargo & Co. are arranging the term portion
and commitments are due Nov. 15, the person said.  The Miamisburg,
Ohio-based company is also seeking a $350 million five-year asset-
based revolving credit line which is being arranged by JPMorgan
Chase & Co., according to the person.

According to Bloomberg, pricing on the revolver will be initially
at 2 percentage points more than Libor, the person said.  Lenders
will be paid a 37.5 basis-point fee on any unused portions and are
being offered fees of 50 basis points for commitments of at least
$35 million and 37.5 basis points for lending under $35 million,
according to the person.

The Bloomberg report discloses that the U.S. Bankruptcy Court in
Wilmington, Delaware, approved the disclosure statement explaining
NewPage's exit plan and scheduled a confirmation hearing to
approve the plan for Dec. 13, NewPage said in a statement.

                        About NewPage Corp

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

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

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

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

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

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

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

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

An affiliate, Newpage Wisconsin System Inc., disclosed
$509,180,203 in liabilities in its schedules.


NORTHCORE TECHNOLOGIES: To Release 3rd Quarter Results Tomorrow
---------------------------------------------------------------
Northcore Technologies Inc. announced that it is scheduled to
release its financial results for the third quarter of 2012 on
Tuesday, November 13 following the close of the markets.

                    About Northcore Technologies

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a loss and comprehensive loss of
C$3.93 million in 2011, compared with a loss and comprehensive
loss of C$3.03 million in 2010.

The Company's balance sheet at June 30, 2012, showed
C$3.49 million in total assets, C$852,000 in total liabilities,
and C$2.64 million in shareholders' equity.


NTELOS HOLDINGS: S&P Gives 'BB-' Rating on $500-Mil. Term Loans
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating  and `4' recovery rating to Waynesboro, Va.-based regional
wireless carrier NTELOS Holdings Corp. (NTELOS; BB-/Stable/--)
subsidiary NTELOS Inc.'s $150 million term loan A due 2015 and its
$350 million term loan B due 2019. Proceeds will refinance the
approximately $460 million outstanding on the current term loan
which matures in 2015.

"At the same time, we withdrew our `BB-' rating on NTELOS Inc.'s
$475 million senior secured credit facility due 2019, the earlier-
anticipated financing that has been supplanted by the new term
loans. The recovery rating of '4' indicates our expectation for
average (30% to 50%) recovery of principal in the event of a
payment default. The $35 million revolving credit facility will
be terminated as part of the refinancing," S&P said.

Ratings List
NTELOS Holdings Corp.
Corporate Credit Rating                    BB-/Stable/--

Ratings Assigned
NTELOS Inc.
$150 Mil. Term Loan A Due 2015             BB-
    Recovery Rating                         4
$350 Mil. Term Loan B Due 2019             BB-
    Recovery Rating                         4

Ratings Withdrawn
                                            To      From
NTELOS Inc.
$475 Mil. Credit Fac. Due 2019              N.R.    BB-
   Recovery Rating                          N.R.    4


ODYSSEY DIVERSIFIED: Has Court OK to Hire William Maloney as CRO
----------------------------------------------------------------
Odyssey Diversified VI, LLC, and its affiliates obtained
permission from the U.S. Bankruptcy Court to employ William
Maloney of Bill Maloney Consulting as chief restructuring officer,
nunc pro tunc to the Petition Date.  Mr. Maloney, will among other
things, review the Debtors' status and provide recommendations as
to the restructuring strategy and assist the Debtors and
negotiations with creditors.

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: Has Nod to Hire Stichter Riedel as Counsel
---------------------------------------------------------------
Odyssey Diversified VI, LLC and its affiliates obtained
authorization from the U.S. Bankruptcy Court to employ Stichter,
Riedel, Blain & Prosser, P.A, as counsel, nunc pro tunc to the
Petition Date.

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.


OMTRON USA: Files for Bankruptcy Protection in Delaware
-------------------------------------------------------
Omtron USA, which bought poultry producer Townsends Inc. out of
bankruptcy last year, has filed for bankruptcy protection (Bankr.
D. Del. Case No. 12-13076).

Dawn McCarty at Bloomberg News reports that Siler City, North
Carolina-based company estimated assets and debt of $10 million to
$50 million each in Chapter 11 documents filed Nov. 9 in U.S.
Bankruptcy Court in Wilmington, Delaware.  Omtron joins Zacky
Farms LLC, a Fresno, California-based poultry producer, that filed
for bankruptcy in October with plans to sell itself to pay
creditors owed as much as $100 million.  The closely held company
blamed the filing on heavy debt and soaring feed costs in papers
filed in U.S. Bankruptcy Court in Sacramento, California.

The report relates the North Carolina operations of Townsends were
closed in 2011 by Omtron Ltd., which bought the processing plants,
feed mills and hatcheries for about $24.9 million when Townsends
was in bankruptcy.

The Bloomberg report discloses that Townsends Inc., a family-owned
chicken and egg producer based in Georgetown, Delaware, filed for
Chapter 11 bankruptcy on Dec. 19, 2010, listing about $131 million
in assets and about $127 million in debt as of Dec. 5.  In
February 2011, Townsends won court approval to sell virtually all
of its assets to Peco Foods Inc. and Omtron Ltd. for about $76.4
million. Peco, based in Tuscaloosa, Alabama, bought Townsends'
Arkansas operations for about $51.4 million.

ONCOVISTA INNOVATIVE: Incurs $369,000 Third Quarter Net Loss
------------------------------------------------------------
Oncovista Innovative Therapies, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $368,999 on $0 of revenue for the
three months ended Sept. 30, 2012, compared with a net loss of
$278,197 on $0 of revenue for the same period during the prior
year.

The Company reported a net loss of $1.27 million on $0 of revenue
for the nine months ended Sept. 30, 2012, compared with a net loss
of $1.59 million on $0 of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $884,660 in
total assets, $2.23 million in total liabilities, all current, and
a $1.34 million total deficit.

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

                        http://is.gd/6L6rEs

OncoVista Innovative is a biopharmaceutical company developing
targeted anticancer therapies by utilizing tumor-associated
biomarkers.  The Company's product pipeline is comprised of
advanced (Phase I/II) and early (Phase I) clinical-stage
compounds, late preclinical drug candidates and early preclinical
leads.

In its report on OncoVista's financial statements for the year
ended Dec. 31, 2011, GHP Horwath, P.C., in Denver, Colo., said
that Company has suffered recurring losses and negative cash flows
from operations that raise substantial doubt about the Company's
ability to continue as a going concern.


PATHEON INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Neg
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Research Triangle Park, N.C.-based pharmaceutical
contract manufacturer Patheon Inc. following the company's
announcement that it will issue new debt to fund an acquisition
and to repay existing debt. The rating outlook remains negative.

"At the same time, we assigned the company's proposed new senior
secured credit facilities (consisting of a $565 million term loan
B and $85 million revolver) our 'B+' issue-level rating with a
recovery rating of '4', indicating our expectation for average
(30% to 50%) recovery in the event of a payment default," S&P
said.

"We continue to view the company's financial risk profile as
'aggressive,' despite the increase in debt. While we measure pro
forma leverage at 5.4x, pro forma for the acquisition debt and
inclusion of EBITDA from Banner, but excluding pro forma cost
savings or acquisition synergies, we expect that leverage will
decline to the low-4x range by the end of fiscal-year 2013. Free
cash flow is expected to be positive. We continue to view the
business profile as 'weak,' which reflects the company's
inconsistent but improving operating performance in the
competitive and highly fragmented pharmaceutical contract
manufacturing business, as well as the company's need to integrate
Banner's operations following the acquisition," S&P said.

"While the Banner acquisition adds some scale, we do not believe
that the improvement in scale alone warrants a stronger business
risk score," said Standard & Poor's credit analyst Shannan Murphy.

"Patheon's new management has been successful in rationalizing
capacity and signing new business, and in leveraging revenue
growth into gross margin improvement. While these improvements
have allowed Patheon to generate modest positive free cash flow in
the second half of 2012, we still expect full-year discretionary
cash flow to be negative due to heavy consulting spending in the
first half of the year. Pro forma the acquisition and debt
refinancing, adjusted leverage is about 5.4x, inconsistent with
our assessment of an aggressive financial risk profile. However,
we expect Patheon to reduce leverage to the low-4x level over the
next year and to generate funds from operations to total debt in
the low double digits in fiscal-year 2013 and modestly positive
free cash flow after about $55 million in expected capital
spending. This expectation reflects our belief that the company
will generate mid-single-digit pro forma revenue growth in fiscal-
year 2013, and that EBITDA margins will expand about 250 basis
points next year, resulting in 2013 EBITDA of more than $140
million. This largely reflects the full-year impact of the
operational improvements realized in the second half of fiscal-
year 2012," S&P said.


PATRIOT COAL: Tannor Partners, Sierra Buy Claims
------------------------------------------------
These notices of transfers of claims were made Thursday in the
Chapter 11 cases of Patriot Coal Corporation, et al., to wit:

A. Debtor Eastern Associated Coal, LLC

Transferee                    Tannor Partners Credit Fund, LP
Transferor                    PGS & Associates LLC
Amount of Claim               $11,874.00
Claim #                       Not Disclosed
Transfer Date                 Oct. 25, 2012
Docket Entry                  1527 (11/08/12)

B. Debtor Remington, LLC

Transferee                    Sierra Liquidity Fund, LLC
Transferor                    Johnson Industries, Inc.
Amount of Claim               $17,590.97
Claim #                       Not Disclosed
Transfer Date                 Oct. 8, 2012
Docket Entry                  1532 (11/08/12)

C. Debtor Remington, LLC

Transferee                    Sierra Liquidity Fund, LLC
Transferor                    Johnson Industries, Inc.
Amount of Claim               $21,147.86
Claim #                       Not Disclosed
Transfer Date                 Oct. 8, 2012
Docket Entry                  1533 (11/08/12)

D. Debtor Remington, LLC

Transferee                    Sierra Liquidity Fund, LLC
Transferor                    Johnson Industries, Inc.
Amount of Claim               $21,151.94
Claim #                       400
Transfer Date                 Oct. 8, 2012
Docket Entry                  1534 (11/08/12)

E. Black Stallion Coal Company LLC

Transferee                    Tannor Partners Credit Fund, LP
Transferor                    Irwin Mine & Tunneling Supply
Amount of Claim               $235
Claim #                       Not disclosed
Transfer Date                 Sept. 27, 2012
Docket Entry                  1538 (11/08/12)

                         About Patriot Coal

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

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

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

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

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


PICHONLINE: Eatery Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
James Mulcahy at Zagat.com reports Terrance Brennan's Picholine
has filed for Chapter 11 protection.  The fine-dining restaurant
recently remodeled, and apparently needs funding to pay its
landlord and vendors.  The report relates court documents say the
eatery owes over $100,000.


PITT PENN: Wants to Hire Holtz Rubenstein as Accountant
-------------------------------------------------------
Pitt Penn Holding Co., Inc., et al., seek permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Holtz
Rubenstein Reminick LLP as accountant, nunc pro tunc to Aug. 10,
2012.

Holtz Rubenstein will, among other things, prepare certain federal
and state income tax returns and prepare audited financial
statements.

Holtz Rubenstein will be paid at these hourly rates:

      Partners          Audit, Tax and Consulting   $450-$500

      Directors         Audit                          $450
                        Tax Consulting                 $490

      Senior Managers   Audit                       $320-$375
                        Tax                         $400-$450
                        Consulting                  $350-$450

      Managers          Audit                       $240-$290
                        Tax                         $235-$300
                        Consulting                  $230-$335

      Seniors           Audit                       $160-$250
                        Tax                         $160-$275
                        Consulting                  $160-$230

      Semi-Seniors      Audit                          $150
                        Tax                            $150

      Entry                                            $140
      Para                                          $170-$225
      Support                                       $140-$300

Andrew J. Vuono, an accountant at Holtz Rubenstein, attests to the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                    About Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.


PREMIUM INVESTMENT: Updated Case Summary & Creditors' Lists
-----------------------------------------------------------
Lead Debtor: Premium Investment Properties, LLC
             2325 Atlanta Hwy.
             Cumming, GA 30040

Bankruptcy Case No.: 12-23737

Chapter 11 Petition Date: October 30, 2012

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtors' Counsel: Brian C. Near, Esq.
                  THE NEAR LAW FIRM
                  3690 Holcomb Bridge Rd., Suite B
                  Norcross, GA 30092
                  Tel: (770) 242-0850
                  Fax: (404) 521-4167
                  E-mail: nearlawfirm@hotmail.com

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

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
Dave's World, Inc.                     12-23738
  Assets: not indicated
  Debts: $1,000,001 to $10,000,000
Dave's World Hwy 9, LLC                12-23740
  Assets: not indicated
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Rajeshwar D. Sharma, president and
managing member.

A. A copy of Premium Investment's list of its eight unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ganb12-23737.pdf

B. A copy of Dave's World's list of its three unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ganb12-23738.pdf

C. A copy of Dave's World Hwy 9's list of its three unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ganb12-23740.pdf


PRESSURE BIOSCIENCES: Cole-Parmer to Distribute PBI Shredder SG3
----------------------------------------------------------------
Pressure BioSciences, Inc., and Cole-Parmer have signed a Supplier
Agreement, under which Cole-Parmer will distribute the PBI
Shredder SG3 System and processing tubes on a non-exclusive basis.
Cole-Parmer sent out a press release announcing the introduction
of the PBI Shredder SG3 System for sample preparation and
analytical testing.  The press release is as follows:

Achieve better sample integrity and longer DNA with the new PBI
Shredder SG3 from Cole-Parmer.  Ideal for the extraction of DNA,
RNA, protein, mitochondria, and small molecules, the device
creates a closed system in which to safely prepare samples.  It is
also portable for easy and efficient field collection.

Its closed system operates by using pressure, which forces the
sample against the lysis plate in the tubes for low-shear cell
disruption.  The resulting samples exceed the yields of those
derived from traditional labor-intensive methods such as manual
mortar and pestle preparation.  The samples also offer better
integrity than bead beating methods.  Higher reproducibility and
lower cost in sample preparation make this efficient new device a
standout option for research labs, forensics, cryogenics, medical
diagnostics, and more.  It also offers full chain-of-custody
tracking from collection to testing.

The PBI Shredder SG3 System is easy to use and compatible with lab
buffers and reagents already present on most labs.  Its heavy-duty
driver features long-lasting rechargeable lithium batteries for
uninterrupted operation.  A three-position setting level enables
users to create a standard for reproducible results among various
operators.  Unique polypropylene shredder tubes create a closed
system for sample collection, preparation, storage, and
transporting.  This design prevents sample cross-contamination and
ensures safety in processing hazardous materials.  Tubes are also
available with a metal lysis disk for harder sampler processing,
such as seeds or ticks.

For more information on the PBI Shredder SG3 System for sample
prep and analytical testing, call 800-323-4340 or visit
ColeParmer.com/19523.

Cole-Parmer has been a leading global source of laboratory and
industrial fluid handling products, instrumentation, equipment,
and supplies since 1955.  The Company's product lines, including
popular brand names such as Masterflex, Oakton, and more, are sold
through company-owned customer channel outlets and a strong
network of international dealers.  The Company also features an
ISO-17025-accredited metrology lab for instrument calibration and
repair.  Cole-Parmer responds with excellence to customer needs,
and offers application expertise and technical support.  For more
information, contact Cole-Parmer, 625 East Bunker Court, Vernon
Hills, IL 60061. In the US, call 800-323-4340.  International
customers, call 847-549-7600.  Visit the Company at
www.coleparmer.com

                    About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

As reported in the TCR on March 2, 2012, Marcum LLP, in Boston,
Massachusetts, expressed substantial doubt about Pressure
Biosciences' ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has had recurring net
losses and continues to experience negative cash flows from
operations.

The Company's balance sheet at June 30, 2012, showed $1.79 million
in total assets, $2.60 million in total liabilities and a $811,955
total stockholders' deficit.


PROSPECT MEDICAL: S&P Revises Ratings Outlook on 'B' CCR to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Los Angeles, Calif.-based Prospect Medical Holdings Inc. to stable
from positive. "We also affirmed the 'B' corporate credit rating,"
S&P said.

"The issue-level rating on the senior secured notes is 'B-' (one
notch below the corporate credit rating), with a recovery rating
of '5', indicating our expectation for modest (10% to 30%)
recovery in the event of payment default," S&P said.

"The ratings on Prospect Medical Holdings Inc. reflect the
company's 'vulnerable' business risk profile (based on our
criteria). The company has a relatively undiversified business
portfolio, a concentration of risk in a small number of hospitals,
and a significant exposure to third-party reimbursement risk," S&P
said.

"We consider the financial risk profile as 'aggressive,'
reflecting our expectation for pro forma leverage of about 4.5x
and that it will remain above 4x through 2013," said Standard &
Poor's credit analyst David Peknay.

"This measure incorporates the inherent risks associated with the
company's reliance on the various provider tax and
disproportionate share payment programs that could have a large
impact on Prospect's financial risk profile. Prospect owns and
operates seven hospitals, five of which are in southern
California, and a medical group business," S&P said.

"The ratings reflect our expectation of an estimated 20% increase
in revenue in fiscal-year 2012. This estimate includes a partial
year of the Nix Health Care System operations (acquisition closed
Feb. 1, 2012), an adjustment for an accounting change for the
provision for bad debts, our expectation for Medicare and Medicaid
disproportionate share payments, gross receipts from the provider
fee program in California, and receipts from the new program
replacing the Upper Payment Limit Program in Texas. We expect
Prospect to recognize a significant amount of revenue from these
sources in the fourth quarter of fiscal-year 2012. We expect these
events to be the major catalysts driving EBITDA up to about $100
million for 2012, compared with $60 million in 2011. We expect the
resultant leverage of about 3x and about $10 million to $15
million of free cash flow after capital expenditures," S&P said.

"For 2013, we expect total revenue to increase about 8%. This
measure includes the impact of a full year of the operations of
Nix. We expect some improvement in patient volume as a result of
operational improvements and new service offerings at the Brotman
facility, coupled with minimal rate increases to support a 3% to
4% organic growth rate of its hospital business. With the Nix
acquisition completed, we do not expect Prospect to make any
additional acquisitions in the next year, but believe the company
will focus on integrating Nix and on further improving the
financial performance of Brotman Medical Center. We expect
Prospect's EBITDA margin will be about 15% in 2013, about the same
level as what we expect for 2012. We expect the new debt issued
in the first fiscal quarter of 2013 to cause leverage to increase
to about 4.5x," S&P said.


PROVIDENT COMMUNITY: Incurs $12,000 Net Loss in Third Quarter
-------------------------------------------------------------
Provident Community Bancshares, Inc., recorded a net loss to
common shareholders of $12,000 on $1.89 million of net interest
income for the three months ended Sept. 30, 2012, compared with a
net loss to common shareholders of $121,000 on $2.17 million of
net interest income for the same period during the prior year.

Provident incurred a net loss to common shareholders of $189,000
on $5.65 million of net interest income for the nine months ended
Sept. 30, 2012, compared with a net loss to common shareholders of
$237,000 on $6.46 million of net interest income for the same
period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$354.44 million in total assets, $341.52 million in total
liabilities and $12.92 million in shareholders' equity.

Dwight V. Neese, president and CEO, said, "During the third
quarter, our financial performance improved but was still affected
by the continued decline in real estate values in the markets we
serve.  Our results reflect the positive outcome of proactive
measures that were taken earlier to deal with uncertain market
conditions.  As a result, our increased capital levels, higher
underwriting standards and profitable core banking operation all
contributed to an improved quarter.  We continue to take a very
conservative approach on all aspects of managing our loan
portfolio, especially collateral valuations.  We also believe that
we have aggressively identified and dealt with our problem loans
and believe that the steps that we have taken will enable us to
better manage our loan portfolio.  We believe that our actions are
appropriate in the face of the current economic environment."

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

                        http://is.gd/aqpHc2

                     About Provident Community

Rock Hill, South Carolina-based Provident Community Bancshares,
Inc., is the bank holding company for Provident Community Bank,
N.A.  Provident Community Bancshares has no material assets or
liabilities other than its investment in the Bank.  Provident
Community Bancshares' business activity primarily consists of
directing the activities of the Bank.

The Bank's operations are conducted through its main office in
Rock Hill, South Carolina and seven full-service banking centers,
all of which are located in the upstate area of South Carolina.
The Bank is regulated by the Office of the Comptroller of the
Currency, is a member of the Federal Home Loan Bank of Atlanta and
its deposits are insured up to applicable limits by the Federal
Deposit Insurance Corporation.  Provident Community Bancshares is
subject to regulation by the Federal Reserve Board.

The Company reported a net loss of $190,000 on net interest income
of $8.5 million for 2011, compared with a net loss of
$13.8 million on net interest income of $8.4 million for 2010.
Total non-interest income was $3.3 million for 2011, as compared
to $3.5 million for 2010.

                           Consent Order

On Dec. 21, 2010, Provident Community Bank, N.A. entered into a
stipulation and consent to the issuance of a consent order with
the Office of the Comptroller of the Currency.

At Dec. 31, 2011, the Bank met each of the capital requirements
required by regulations, but was not in compliance with the
capital requirements imposed by the OCC in its Consent order.

The Bank is required by the consent order to maintain Tier 1
capital at least equal to 8% of adjusted total assets and total
capital of at least 12% of risk-weighted assets.  However, so long
as the Bank is subject to the enforcement action executed with the
OCC on Dec. 21, 2010, it will not be deemed to be well-capitalized
even if it maintains the minimum capital ratios to be well-
capitalized.  At Dec. 31, 2011, the Bank did not meet the higher
capital requirements required by the consent order and is
evaluating alternatives to increase capital.


QUALITY DISTRIBUTION: Reports $8.8-Mil. Third Quarter Profit
------------------------------------------------------------
Quality Distribution, Inc., reported net income of $8.86 million
on $222.07 million of total operating revenues for the three
months ended Sept. 30, 2012, compared with net income of
$6.18 million on $199.29 million of total operating revenues for
the same period a year ago.

The Company recorded net income of $44.36 million on
$626.72 million of total operating revenues for the nine months
ended Sept. 30, 2012, compared with net income of $17.95 million
on $567.20 million of total operating revenues for the same period
during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$513.05 million in total assets, $532.79 million in total
liabilities and a $19.74 million total shareholders' deficit.

"Our third quarter proved to be a real challenge, with the highly
unusual circumstance whereby all three of our segments reported
lower than expected results.  Based on what we see today,
especially with the impact of Hurricane Sandy in the Northeast,
our fourth quarter will be equally challenging," said Gary Enzor,
chief executive officer.  "Despite these issues, we anticipate
improved year-over-year performance in all of our segments in
2013.  Given that we now have an excellent footprint in the energy
space, our plans over the near-term are to optimize our existing
and recently acquired operations, as well as generate free cash
flow to reduce debt."

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

                         http://is.gd/kwgPC6

                     About Quality Distribution

Quality Distribution, LLC, and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida.  The
company is a transporter of bulk liquid and dry bulk chemicals.
The company's 2010 revenues are approximately $686 million.
Apollo Management, L.P., owns roughly 30% of the common stock of
Quality Distribution, Inc.

The Company reported net income of $23.43 million in 2011,
compared with a net loss of $7.40 million in 2010.

                        Bankruptcy Warning

In its Form 10-K for 2011, the Company noted that it had
consolidated indebtedness and capital lease obligations, including
current maturities, of $307.1 million as of Dec. 31, 2011.  The
Company must make regular payments under the New ABL Facility and
its capital leases and semi-annual interest payments under its
2018 Notes.

The New ABL Facility matures August 2016.  However, the maturity
date of the New ABL Facility may be accelerated if the Company
defaults on its obligations.  If the maturity of the New ABL
Facility or such other debt is accelerated, the Company does not
believe that it will have sufficient cash on hand to repay the New
ABL Facility or such other debt or, unless conditions in the
credit markets improve significantly, that the Company will be
able to refinance the New ABL Facility or such other debt on
acceptable terms, or at all.  The failure to repay or refinance
the New ABL Facility or such other debt at maturity will have a
material adverse effect on the Company's business and financial
condition, would cause substantial liquidity problems and may
result in the bankruptcy of the Company or its subsidiaries.  Any
actual or potential bankruptcy or liquidity crisis may materially
harm the Company's relationships with its customers, suppliers and
independent affiliates.


RESIDENTIAL CAPITAL: GMAC Mortgage Sued by Mortgage Trustee
-----------------------------------------------------------
Steven Church at Bloomberg News reports that GMAC Mortgage LLC, an
affiliate of bankrupt Residential Capital LLC, withheld monthly
loan payments due to investors and charged excessive rates for
insurance, a trustee for mortgage holders claimed in a lawsuit.

According to the report, in a suit filed in U.S. Bankruptcy Court
in Manhattan, American Residential Equities LLC accused GMAC of
failing to properly service pools of mortgage loans bought by
investors and of driving up the price of insurance on mortgaged
properties in order to collect "kickbacks."  "GMAC has unjustly
enriched itself at the expense of ARE, and should be required to
disgorge those wrongful gains," American Residential said in its
complaint.

The report notes that Susan Fitzpatrick, ResCap's communications
director, declined to comment, saying the company hadn't yet seen
the lawsuit.  American Residential is the trustee for investors
who bought pools of non-performing mortgages and hired GMAC to
service the loans, including trying to collect monthly payments
from borrowers and foreclosing when necessary.

The Bloomberg report discloses that American Residential claimed
that GMAC conspired with Balboa Insurance Co. to charge excessive
rates for so-called forced-place insurance, which is placed on
properties when a borrower fails to pay insurance.  In return for
placing the insurance with Balboa, GMAC received a kickback,
according to the complaint.  Deanna Lewis, a spokeswoman for
Balboa, said the company couldn't immediately comment because it
hadn't seen the lawsuit.  American Residential is seeking an
unspecified amount of damages.

                     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).


RMFC LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: RMFC, LLC
        265 Parkside Drive
        Suite 200
        Colorado Springs, CO 80910

Bankruptcy Case No.: 12-32441

Chapter 11 Petition Date: October 30, 2012

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Ave., Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.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/cob12-32441.pdf

The petition was signed by Paul C. Magarelli, manager.


ROCHA DAIRY: Has Court's Nod to Hire Cooper Norman as Accountant
----------------------------------------------------------------
Rocha Dairy, LLC, sought and obtained permission from the U.S.
Bankruptcy Case for the District of Idaho to employ Scott E. Plew,
CPA, CVA, and his associates of the accounting firm of Cooper
Norman as accountants.

The Debtors previously filed an application to employ Daniel S.
Deagle, CPA, of the accounting firm of Deagle and Ames Co., which
application was granted and a court order authorizing his
employment was entered on Sept. 1, 2011.  Because of the nature of
their business and operations, and current circumstances, the
Debtors then sought to employ Scott E. Plew, CPA, CVA, and his
associates of the accounting firm of Cooper Norman, as their
accountants.

Cooper Norman will, among other things:

  (a) establish a compatible bookkeeping system which complies
      with the order of the Court in relationship to accounting
      procedures;

  (b) prepare and file the Debtors' income tax returns for current
      and previous years, and prepare any returns required to be
      filed during the pendency of this Chapter 11 bankruptcy; and

  (c) perform other accounting services necessary or required by
      the Debtors in the operation of its business to ensure
      compliance with the operating guidelines established for a
      Chapter 11 bankruptcy.

Cooper Norman will be paid an hourly rate of $200 per hour for
accounting services and tax preparation, and $75 per hour for
bookkeeping, data entry and payroll services, plus out-of-pocket
expenses such as telephone toll charges, mileage, and other
necessary expenses related thereto.

Cooper Norman is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                        About Rocha Dairy

Based in Wendell, Idaho, Rocha Dairy LLC, aka Rocha Farms, filed
for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. Case No. 11-
40836) on May 25, 2011.  Judge Jim D. Pappas presides over the
case.  Lawyers at Robinson, Anthon & Tribe serve as bankruptcy
counsel to the Debtor.  In its petition, the Debtor estimated
$10 million to $50 million in assets and $1 million to $10 million
in debts.


SINCLAIR BROADCAST: Files Form 10-Q, Posts $26.3MM Income in Q3
---------------------------------------------------------------
Sinclair Broadcast Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $26.35 million on $260.48 million of total revenues
for the three months ended Sept. 30, 2012, compared with net
income of $19.33 million on $181.04 million of total revenues for
the same period a year ago.

The Company reported net income of $85.55 million on
$736.81 million of total revenues for the nine months ended
Sept. 30, 2012, compared with net income of $52.93 million on
$552.51 million of total revenues for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2012, showed
$2.24 billion in total assets, $2.29 billion in total liabilities,
and a $52.38 million total deficit.

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

                        http://is.gd/jY5w0D

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

The Company said in the Form 10-Q for the quarter ended March 31,
2012, that any insolvency or bankruptcy proceeding relating to
Cunningham, one of its LMA partners, would cause a default and
potential acceleration under a Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of the Company's
seven LMAs with Cunningham, which would negatively affect the
Company's financial condition and results of operations.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments.  Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG.  The Speculative Grade Liquidity Rating remains
unchanged at SGL-2.  The rating outlook is now stable.


SOLYNDRA LLC: Plan of Reorganization Substantially Consummated
--------------------------------------------------------------
Carla Main at Bloomberg News reports that Solyndra LLC gave formal
notice that its reorganization plan was confirmed and
substantially consummated.  The amended joint Chapter 11 plan
became effective Nov. 7, according to a court filing that fixed
Jan. 13 as the professional fee bar date and Dec. 7 as the bar for
administrative claims.

According to the report, the Internal Revenue Service failed to
stop Solyndra from implementing the Chapter 11 plan that the
bankruptcy court approved in an Oct. 22 confirmation order.  A
U.S. district judge in Delaware Nov. 5 refused to enjoin
consummation of the plan while the IRS appeals confirmation.  The
IRS contended the plan never should have been confirmed because
the "principal purpose is tax avoidance."

The appeal is U.S. v. Solyndra LLC (In re Solyndra LLC), 12-01380,
U.S. District Court, District of Delaware (Wilmington).

                        About Solyndra LLC

Founded in 2005, Solyndra LLC was a U.S. manufacturer of solar
photovoltaic solar power systems specifically designed for large
commercial and industrial rooftops and for certain shaded
agriculture applications.  The Company had 968 full time employees
and 211 temporary employees.  Solyndra has sold more than 500,000
of its panels since 2008 and generated cumulative sales of over
$250 million.

Fremont, California-based Solyndra and affiliate 360 Degree Solar
Holdings Inc. sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 11-12799) on Sept. 6, 2011.  Solyndra is at
least the third solar company to seek court protection from
creditors since August 2011.

Judge Mary F. Walrath presides over the Debtors' cases.  The
Debtors are represented by Pachulski Stang Ziehl & Jones LLP as
legal adviser.  AlixPartners LLP serves as noticing claims and
balloting agent.  Imperial Capital LLC serves as the company's
investment banker and financial adviser.  The Debtors also tapped
former Massachusetts Governor William F. Weld, now with the law
firm McDermott Will & Emery, to represent the company in
government investigations and related litigation.  BDO Consulting,
a division of BDO USA, LLP, as financial advisor and BDO Capital
Advisors, LLC, serves as investment banker for the creditors'
panel.

The Official Committee of Unsecured Creditors of Solyndra LLC has
tapped Blank Rome LLP as counsel and BDO Consulting as financial
advisors.

In October 2011, the Debtors hired Berkeley Research Group, LLC,
and designated R. Todd Neilson as Chief Restructuring Officer.

Solyndra owed secured lenders $783.8 million, including
$527.8 million to the U.S. government pursuant to a federal loan
guarantee, and held assets valued at $859 million as of the
Petition date.  The U.S. Federal Financing Bank, owned by the U.S.
Treasury Department, is the Company's biggest lender.

When they filed for Chapter 11, the Debtors pursued a two-pronged
strategy to effectuate either a sale of their business to a
"turnkey" buyer who may acquire substantially all of Solyndra's
assets or, if the Debtors were unable to identify any potential
buyers, an orderly liquidation of the assets for the benefit of
their creditors.

Solyndra did not receive acceptable offers to buy the business as
a going concern.  Two auctions late last year brought in a total
of $8 million.  A three-day auction in February generated another
$3.8 million.  An auction in June generated $1.79 million from the
sale of 7,200 lots of equipment.

Solyndra filed a liquidating plan at the end of July and scheduled
a hearing on Sept. 7 for approval of the explanatory disclosure
statement.  The Plan is designed to pay 2.5% to 6% to unsecured
creditors with claims totaling as much as $120 million. Unsecured
creditors with $27 million in claims against the holding company
are projected to have a 3% dividend.


SOMERSVILLE PROFESSIONAL: Case Summary & 5 Unsecured Creditors
--------------------------------------------------------------
Debtor: Somersville Professional Plaza, LLC
        2400 Sycamore Dr., #39
        Antioch, CA 94509

Bankruptcy Case No.: 12-48822

Chapter 11 Petition Date: October 30, 2012

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Roger L. Efremsky

Debtor's Counsel: Mark A. McLaughlin, Esq.
                  LAW OFFICES OF MCLAUGHLIN AND WILDMAN
                  3012 Lone Tree Way #300
                  Antioch, CA 94509
                  Tel: (925) 754-2622
                  E-mail: nmclaug226@sbcglobal.net

Scheduled Assets: $1,112,050

Scheduled Liabilities: $2,384,910

A copy of the Company's list of its five unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/canb12-48822.pdf

The petition was signed by Peter C. Pappas, president.


SPRINT NEXTEL: S&P Assigns 'B+' Rating on Senior Notes Due 2022
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '3' recovery rating to Overland Park, Kan.-based
wireless carrier Sprint Nextel Corp.'s proposed senior notes due
2022 (undetermined amount). "We have placed the proposed notes on
CreditWatch with positive implications. The '3' recovery rating
indicates expectations for meaningful (50% to 70%) recovery in the
event of payment default. We expect the company to use net
proceeds to repay upcoming maturities, primarily at the Nextel
Communications Inc. subsidiary," S&P said.

"The ratings on Sprint Nextel, including the 'B+' corporate credit
rating, remain on CreditWatch where they were placed with positive
implications on Oct. 15, 2012.  Sprint Nextel has agreed to sell a
70% stake in itself to Japan-based SoftBank Corp. for about $20
billion and the companies expect the transaction to close in the
second quarter of 2013. We will resolve the CreditWatch listing at
that point, though we would expect to provide more clarity on the
ultimate ratings outcome as the companies make available more
information on financial policy and strategic direction," S&P
said.

"The ultimate corporate credit rating on Sprint Nextel will depend
on several factors, including our assessment of its stand-alone
credit profile under SoftBank ownership, our view of the strategic
relationship between Sprint Nextel and SoftBank, and the corporate
credit rating of SoftBank, which is also on CreditWatch (BBB/Watch
Neg/--)," S&P said.

"We don't expect to revise our assessment of Sprint Nextel's
business risk, which we currently view as 'fair,' because the
transaction is unlikely to offer any meaningful synergies since
the two companies operate in different geographic markets, nor
will it alter the competitive dynamics of the U.S. wireless
market, which is currently dominated by the larger and more
profitable AT&T and Verizon Wireless. The business benefits of the
transaction would likely only occur over time, in terms of cost
savings on handsets and network equipment, and as a result of
greater financial flexibility allowing consistently higher
investment in the business," S&P said.

"Still, we believe Sprint Nextel's financial risk profile, which
we view as 'highly leveraged,' would benefit from an $8 billion
cash infusion from SoftBank, which could be used to help fund its
network upgrade and accelerate its rollout of fourth generation
(4G) services under the Long Term Evolution (LTE) standard, make
acquisitions, as well as potentially deleverage its balance sheet.
Without the Softbank infusion, our base-case scenario incorporated
the expectation that Sprint Nextel would need to raise at least
$4.5 billion through 2015 to fund free operating cash flow
deficits and to refinance upcoming maturities. The Softbank
transaction potentially alleviates this funding need," S&P said.

"An important factor in our analysis would be the degree of
extraordinary financial support we would expect from the higher-
rated SoftBank in a stress scenario at Sprint Nextel. While we do
not expect to equalize the ratings of the two companies, we could
impute some degree of extraordinary support, which could lead to a
higher rating on Sprint Nextel than it would receive on a stand-
alone basis," S&P said.

Ratings List
Sprint Nextel Corp
Corporate Credit Rating             B+/Watch Pos

New Rating
Sprint Nextel Corp.
Proposed Senior Notes Due 2022     B+/Watch Pos
  Recovery Rating                   3


SPIRIT REALTY: Incurs $49.8 Million Net Loss in Third Quarter
-------------------------------------------------------------
Spirit Realty Capital, Inc., reported a net loss of $49.85 million
on $70.67 million of total revenues for the quarter ended
Sept. 30, 2012, compared with a net loss of $21.22 million on
$68.96 million of total revenues for the same period during the
prior year.

The Company reported a net loss of $71.04 million on
$211.05 million of total revenues for the nine months ended Sept.
30, 2012, compared with a net loss of $45.55 million on
$205.12 million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed
$3.20 billion in total assets, $1.98 billion in total liabilities,
and $1.22 billion in total stockholders' equity.

Mr. Thomas H. Nolan, Jr., chief executive officer, stated, "We are
pleased to have completed the Company's initial public offering.
The Company is poised to build on its strengths of prudent
portfolio underwriting and management to provide its stockholders
with stable, quality earnings.  As we conclude 2012, we are
optimistic that our improved balance sheet and extensive
experience and leadership in the triple net industry will enable
us to continue to capitalize on our pipeline of investment
opportunities as we work to create value for our stockholders."

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

                        http://is.gd/Pw4bTp

                       About Spirit Finance

Spirit Finance Corporation, headquartered in Phoenix, Arizona, is
a REIT that acquires single-tenant, operationally essential real
estate throughout United States to be leased on a long-term,
triple-net basis to retail, distribution and service-oriented
companies.

                           *     *     *

As reported by the TCR on Feb. 16, 2012, Standard & Poor's Ratings
Services affirmed its 'CCC+' corporate credit rating on Spirit
Finance Corp and the Company's 'CCC+' issue-level rating on the
company's term loan.

In the Sept. 15, 2011, edition of the TCR, Moody's Investors
Service affirmed the corporate family rating of Spirit Finance
Corporation at Caa1.

"This rating action reflects Spirit's consistent compliance with
its term loan covenants throughout the downturn (despite
relatively thin cushion at certain times), as well as the recent
debt paydown which, in Moody's view, will help Spirit remain in
compliance within the stated covenant limits going forward."


SPRINT NEXTEL: Files Form 10-Q, Incurs $767-Mil. Net Loss in Q3
---------------------------------------------------------------
Sprint Nextel Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $767 million on $8.76 billion of net operating
revenues for the three months ended Sept. 30, 2012, compared with
a net loss of $301 million on $8.33 billion of net operating
revenues for the same period during the prior year.

Sprint incurred a net loss of $3 billion on $26.34 billion of net
operating revenues for the nine months ended Sept. 30, 2012,
compared with a net loss of $1.58 billion on $24.95 billion of net
operating revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $48.97
billion in total assets, $40.47 billion in total liabilities and
$8.50 billion in total shareholders' equity.

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

                         http://is.gd/IObNQB

                         About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

                            *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


STRATUM HOLDINGS: Incurs $173,480 Net Loss in Third Quarter
-----------------------------------------------------------
Stratum Holdings, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $173,480 on $709,669 of total revenues for
the three months ended Sept. 30, 2012, compared with a net loss of
$100,748 on $738,760 of total revenues for the same period last
year.

For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $429,170 on $2.2 million of revenues, compared with
net income of $2.8 million on $2.3 million of total revenues for
the same period of 2011.

Income from discontinued operations, net of income taxes, was zero
for the nine months ended Sept. 30, 2012, versus net income of
$3.1 million for the nine months ended Sept. 30, 2011.  The
Company sold the outstanding capital stock of its Canadian Energy
Services subsidiary, Decca, to a private company in June 2011.

The Company's balance sheet at Sept. 30, 2012, showed
$8.3 million in total assets, $6.1 million in total liabilities,
and stockholders' equity of $2.2 million.

The Company has reported net losses from continuing operations in
the last two years and presently has a working capital deficit in
the amount of $3.1 million.  "These factors, among others,
indicate that the Company may be unable to continue as a going
concern for a reasonable period of time."

A copy of the Form 10-Q is available at http://is.gd/999ieY

Houston, Tex.-based Stratum Holdings, Inc., is a holding company
whose operations are presently focused on the domestic exploration
& production business.  In that business, the Company's wholly-
owned subsidiaries, CYMRI, L.L.C., and Triumph Energy, Inc., own
working interests in approximately 60 producing oil and gas wells
in Texas and Louisiana, with net production of approximately 700
MCF equivalent per day.

                           *     *     *

As reported in the TCR on March 30, 2012, MaloneBailey LLP, in
Houston, expressed substantial doubt about Stratum Holdings'
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has losses from
continuing operations and has a working capital deficit.




TA PROPERTIES: Case Summary & 8 Unsecured Creditors
---------------------------------------------------
Debtor: TA Properties, Inc.
        dba Granger Travel Plaza
        1301 W. Grandview Ave
        Sunnyside, WA 98944

Bankruptcy Case No.: 12-04660

Chapter 11 Petition Date: October 30, 2012

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Frank L Kurtz

Debtor's Counsel: Paul H Williams, Esq.
                  LAW OFFICE OF PAUL H. WILLIAMS
                  P.O. Box 123
                  Yakima, WA 98907
                  Tel: (509) 453-4799
                  Fax: (509) 575-3622
                  E-mail: phwatlaw@yahoo.com

Scheduled Assets: $1,702,000

Scheduled Liabilities; $4,730,652

A copy of the Company's list of its eight unsecured creditors is
available for free at http://bankrupt.com/misc/waeb12-04660.pdf

The petition was signed by Jaspal Sohi, president.


THERAKOS INC: S&P Gives 'B' Corp. Credit Rating; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Raritan, N.J.-based
health care research company Therakos Inc. its 'B' corporate
credit rating.

"At the same time, we assigned the $245 million first-lien debt
(which includes an undrawn $35 million revolving credit facility)
our 'B' issue-level rating with a recovery rating of '3',
indicating meaningful (50% to 70%) recovery in the event of a
payment default. We also assigned the $80 million second-lien
debt our 'CCC+' issue-level rating with a recovery rating of '6'
(0% to 10% recovery expectation)," S&P said.

"The ratings on Therakos Inc. overwhelmingly reflect a 'weak'
business risk profile, exhibited by the company's limited scale
and heavy reliance on one therapy--extracorporeal electrophoresis
(ECP)--for all of its revenues," said Standard & Poor's credit
analyst Michael Kaplan.

"The ratings also reflect our expectation that Therakos will
operate with a 'highly leveraged' financial risk profile for at
least the next couple of years. Therakos manufactures and
distributes the only integrated systems (2nd generation XTS and
3rd generation CellEx) for providing ECP, a second-line therapy
used to treat several orphan disease states arising from immune
system imbalances. Therakos, founded in 1986, is being carved out
of Johnson & Johnson as an independent operation," S&P said.

"The weak business profile considers the company's small revenue
base, with only about $130 million in annual revenues. The company
will remain relatively small and susceptible to currently
unforeseen changes in disease treatment protocols, and their level
of reimbursement provided to their customers by third-party
payors. The company will heavily rely on the sale of its kits that
provide for proprietary equipment to process the blood of patients
outside their bodies by photoactivating a drug (UVADEX) with
ultraviolet light. Offsets to the company's small scale and
limited growth prospects include the company's entrenched niche
position, with its proprietary instruments installed in more than
325 centers, which are about evenly divided in the U.S. (60% of
revenues) and other countries (40%). The company provides for
recurring revenues over periods that could approximate six months,
largely from the sale of its highly profitable kits. Still, we
believe that the company's margins, which now exceed 40%, will be
pressured by unanticipated costs as an independent operation, and
industry price pressure beyond 2013. We compare Therakos' business
profile to that of Ikaria, reflecting a similar niche medical
business that, though it generates high margins, is vulnerable
to unexpected adverse changes in its narrow therapeutic focus,"
S&P said.


TIGEREYE PROMOTIONS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Tigereye Promotions, LLC
        dba Tigereye Design
        1000 Progress St.
        Greenville, OH 45331

Bankruptcy Case No.: 12-35020

Chapter 11 Petition Date: October 30, 2012

Court: United States Bankruptcy Court
       Southern District of Ohio (Dayton)

Judge: Lawrence S. Walter

Debtor's Counsel: David L. Mikel, Esq.
                  Paul H. Shaneyfelt, Esq.
                  DUNGAN & LEFEVRE CO., LPA
                  210 West Main Street
                  Troy, OH 45373-3240
                  Tel: (937) 339-0511
                  E-mail: dlmecf@dunganattorney.com
                          pshaneyfelt@dunganattorney.com

Scheduled Assets: $587,749

Scheduled Liabilities: $2,130,589

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ohsb12-35020.pdf

The petition was signed by Monica Baltes, president.


TRAVELPORT HOLDINGS: Files Form 10-Q, Incurs $40MM Loss in Q3
-------------------------------------------------------------
Travelport Limited filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $40 million on $489 million of net revenue for the three months
ended Sept. 30, 2012, compared with a net loss of $26 million on
$509 million of net revenue for the same period during the prior
year.

The Company reported a net loss of $72 million on $1.54 million of
net revenue for the nine months ended Sept. 30, 2012, compared
with net income of $256 million on $1.57 billion of net revenue
for the same period a year ago.

Travelport's balance sheet at Sept. 30, 2012, showed $3.35 billion
in total assets, $4.38 billion in total liabilities and a $1.02
billion in total deficit.

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

                        http://is.gd/d8t6qF

                     About Travelport Holdings

Travelport Holdings is the direct parent of Travelport Limited, is
a broad-based business services company and a leading provider of
critical transaction processing solutions to companies operating
in the global travel industry.  With a presence in 160 countries
and approximately 3,500 employees, Travelport is comprised of the
global distribution system (GDS) business, which includes the
Galileo and Worldspan brands and its Airline IT Solutions
business, which hosts mission critical applications and provides
business and data analysis solutions for major airlines.

Travelport also owns approximately 48% of Orbitz Worldwide (NYSE:
OWW), a leading global online travel company.  Travelport is a
private company owned by The Blackstone Group, One Equity
Partners, Technology Crossover Ventures, and Travelport
management.

Travelport Holdings Limited is a holding company with no direct
operations.  Its principal assets are the direct and indirect
equity interests it holds in its subsidiaries, including
Travelport Limited.

                          *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.


TRIDENT MICROSYSTEMS: Brencourt Quits Equity Panel
--------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
filed an amended notice in Bbankruptcy Court to disclose that
Brencourt Credit Opportunities LP has voluntarily resigned its
membership in the Official Committee of Trident Microsystems, Inc.
Equity Security Holders.  The committee is now down to two
members:

     1. Barry A. Shaw Sr.
        Att: Barry Alex Shaw Jr.
        210 14th Ave S.
        Jacksonville Beach, FL 32250
        Tel: 904-866-9112
        Fax: 904-677-7799

     2. Toan Tran
        22 W. Washington St.
        Chicago, IL 60602
        Tel: 312-696-6419
        Fax: 312-696-60011

                    About Trident Microsystems

Sunnyvale, California-based Trident Microsystems, Inc., currently
designs, develops, and markets integrated circuits and related
software for processing, displaying, and transmitting high quality
audio, graphics, and images in home consumer electronics
applications such as digital TVs, PC-TV, and analog TVs, and set-
top boxes.  The Company has research and development facilities in
Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and
Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and
Hyderabad, India; Austin, Texas; and Sunnyvale, California. The
Company has sales offices in Seoul, South Korea; Tokyo, Japan;
Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego,
California; Mumbai, India; and Suresnes, France. The Company also
has operations facilities in Taipei and Kaoshiung, Taiwan; and
Hong Kong, China.

Trident Microsystems and its Cayman subsidiary, Trident
Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4,
2011.  Trident said it expects to shortly file for protection in
the Cayman Islands.

Judge Christopher S. Sontchi presides over the case.  Lawyers at
DLA Piper LLP (US) serve as the Debtors' counsel.  FTI Consulting,
Inc., is the financial advisor.  Union Square Advisors LLC serves
as the Debtors' investment banker.  PricewaterhouseCoopers LLP
serves as the Debtors' tax advisor and independent auditor.
Kurtzman Carson Consultants is the claims and notice agent.

Trident had $310 million in assets and $39.6 million in
liabilities as of Oct. 31, 2011.  The petition was signed by David
L. Teichmann, executive VP, general counsel & corporate secretary.

Pachulski Stang Ziehl & Jones LLP represents the Official
Committee of Unsecured Creditors.  The Committee tapped to retain
Fenwick & West LLP as its special tax and claims counsel, Imperial
Capital, LLC, as its investment banker and financial advisor.

Dewey & LeBoeuf initially represented the statutory committee of
equity security holders.  After Dewey's own bankruptcy filing,
Proskauer Rose LLP took over as lead counsel.  The equity
committee also has tapped Campbells as Cayman Islands counsel, and
Quinn Emanuel Urquhart & Sullivan, LLP as conflicts counsel.

The consolidated balance sheet contained in a regulatory filing
listed assets of $236.8 million and total liabilities of
$112.8 million as of Sept. 30, 2012.

For the nine months ended Sept. 30, revenue was $238 million,
resulting in a $113.2 million operating loss and a $106.1 million
net loss.


TRIUS THERAPEUTICS: Files Form 10-Q, Incurs $17.7MM Loss in Q3
--------------------------------------------------------------
Trius Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
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 a year ago.

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 during the prior year.

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.

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

                         http://is.gd/lI2Acp

                      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.


UNI-PIXEL INC: Incurs $2 Million Net Loss in Third Quarter
----------------------------------------------------------
Uni-Pixel, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.04 million on $0 of revenue for the three months ended
Sept. 30, 2012, compared with a net loss of $1.87 million on $731
of revenue for the same period during the prior year.

Uni-Pixel recorded a net loss of $6.12 million on $74,124 of
revenue for the nine months ended Sept.30, 2012, compared with a
net loss of $6.69 million on $190,297 of revenue for the same
period a year ago.

The Company reported a net loss of $8.57 million in 2011 compared
to a net loss of $3.82 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed $16.39
million in total assets, $103,588 in total liabilities and $16.29
million in total shareholders' equity.

Cash and cash equivalents totaled $15.4 million at Sept. 30, 2012,
as compared to $7.2 million at Dec. 31, 2011.  The increase in
cash was primarily due to a $12.3 million, net, equity raise
completed in the third quarter of 2012.

"During the third quarter we made substantial progress towards
commercializing UniBoss and Diamond Guard across four key areas:
qualifying multiple touch controllers with UniBoss, building out
our downstream supply chain for UniBoss-based touch screens,
establishing high-volume production capacity with Diamond Guard,
and shoring up our balance sheet," said UniPixel president and
CEO, Reed Killion.

"We took another major step towards commercialization this month
with our collaboration with N-trig, provider of the DuoSense? pen
and multi-touch user interface.  We qualified functional
prototypes that integrate N-trig's Duo Sense controller with the
UniBoss pro-cap multi-touch sensor film.  The performance increase
over ITO proved significant in touch sensitivity and active pen
based precision.

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

                        http://is.gd/0vmxtu

                       About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.


UNIVERSAL PAINTING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Universal Painting Corporation
        2234 Old Tampa Highway
        Lakeland, FL 33815

Bankruptcy Case No.: 12-16802

Chapter 11 Petition Date: November 1, 2012

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

Debtor's Counsel: Christopher C. Todd, Esq.
                  MCINTYRE, PANZARELLA, THANASIDES, ET AL
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  E-mail: chris@mcintyrefirm.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/flmb12-16802.pdf

The petition was signed by John P. Aldrich, president.


UPPER CRUST: Owes $850,000 in Back Wages to Employees
-----------------------------------------------------
Jenn Abelson at Boston.com reports that Upper Crust owes employees
about $850,000 in back wages and damages, according to court
records filed by the US Department of Labor.

The report relates a federal investigation of pay practices at
Upper Crust between April 2009 and January 2011 found the company
violated minimum-wage and overtime laws and failed to pay 67
employees roughly $425,000 during that period.

The report notes Upper Crust owes an equal amount in damages, as
well as $37,000 in civil penalties, according to the proof of
claim filed in US Bankruptcy Court in Massachusetts.

The government notified Upper Crust founder Jordan Tobins of its
findings in August 2011 and spent more than a year trying to come
to an agreement with the chain on payments and penalties.  But the
business, with 176 employees, sought bankruptcy protection in
October after facing persistent labor problems, financial
troubles, and ownership disputes, according to the report.

The report notes the Labor Department's claim makes it the largest
unsecured creditor in the bankruptcy proceedings.  It is the
second time the federal agency has sanctioned the company in
recent years.

The report says employees eventually took their complaints to the
Department of Labor, which first investigated in 2009 and ordered
Upper Crust to pay workers nearly $350,000 in overtime.

The report notes Mr. Tobins and other executives then allegedly
devised a plan to take back the money by reducing employees' wages
or firing them if they refused to return the federally mandated
compensation.  That prompted a 2010 class-action lawsuit filed by
five former employees, as well as a second Labor Department
investigation.

The report says the Labor Department, which determined Upper Crust
owed workers about $850,000 in back wages and damages, will detail
its claims in lawsuits it plans to file against the corporate
entities and individual executives, Fitzgerald said.

According to the report, Shannon Liss-Riordan, an attorney who
filed the class-action suit on behalf of former Upper Crust
workers, said she will continue pursuing claims for employees who
were allegedly forced to choose between keeping their jobs or
keeping their payments for back wages.  Ms. Liss-Riordan said she
is not surprised by the Labor Department's finding.  "This company
has repeatedly shown its disregard for the laws protecting workers
and their wages," she said.

The report adds Upper Crust, which defaulted on a TD Bank loan in
late September, said it owes at least $3.4 million to creditors,
including more than $500,000 to ZVI Construction Co. in Brookline,
about $235,000 to a food distributor, and $230,000 to a former
Massachusetts attorney general, Thomas F. Reilly, who represented
the business after leaving office, according to a list filed last
month with the Bankruptcy Court.  The state Department of Revenue
says Upper Crust has not paid an estimated $843,000 in meals taxes
from the last year.

Upper Crust Pizza LLC, the operator of upscale pizza restaurants
in Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 12-18134) on Oct. 9, 2012, in Boston on Oct. 4, 2012.
John C. Elstad, Esq., at Murphy & King, P.C., in Boston, serves
as counsel.  The Debtor listed assets and liabilities of at least
$1 million.


VERENIUM CORP: Incurs $5.2 Million Net Loss in Third Quarter
------------------------------------------------------------
Verenium Corporation recorded a net loss attributed to the Company
of $5.25 million on $10.26 million of total revenue for the three
months ended Sept. 30, 2012, compared with net income attributed
to the Company of $5.79 million on $18.41 million of total revenue
for the same period during the prior year.

The Company reported net income attributed to the Company of
$22.38 million on $43.18 million of total revenue for the nine
months ended Sept. 30, 2012, compared with net income attributed
to the Company of $8.14 million on $46.94 million of total revenue
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $48 million
in total assets, $14.44 million in total liabilities and $33.55
million in stockholders' equity.

"During the third quarter we made some important steps forward
with our manufacturing investment program; however, the downtime
experienced in manufacturing due to these upgrades combined with
the continued unfavorable market conditions in corn ethanol, made
this a challenging quarter financially," said James Levine,
president & chief executive officer at Verenium.  "Despite the
impact on our margins this period, we remain confident that the
enhancements we are making now in our manufacturing platform, as
well as our high-performance product portfolio, our current
Product Pipeline and our strategy for diversifying our revenue
through products for new end markets, will support our growth in
the future."

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

                        http://is.gd/ZBddkE

                        About Verenium Corp

San Diego, Calif.-based Verenium Corporation is an industrial
biotechnology company that develops and commercializes high
performance enzymes for a broad array of industrial processes to
enable higher productivity, lower costs, and improved
environmental outcomes.  The Company operates in one business
segment with four main product lines: animal health and nutrition,
grain processing, oilfield services and other industrial
processes.

                        Bankruptcy Warning

"Based on our current cash resources and 2012 operating plan, our
existing cash resources may not be sufficient to meet the cash
requirements to fund our planned operating expenses, capital
expenditures and working capital requirements beyond Dec. 31,
2012, without additional sources of cash.  If we are unable to
raise additional capital, we will need to defer, reduce or
eliminate significant planned expenditures, restructure or
significantly curtail our operations, sell some or all our assets,
file for bankruptcy or cease operation," the Company said in its
quarterly report for the period ended June 30, 2012.

                           Going Concern

Ernst & Young LLP, in San Diego, California, expressed substantial
doubt about Verenium's ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011.  The independent auditors noted that the Company has
incurred recurring operating losses, has a working capital deficit
of $637,000 and has an accumulated deficit of $600.8 million at
Dec. 31, 2011.


VILLAGIO PARTNERS: Marcel, Compass Hire Realty Partners
-------------------------------------------------------
Debtors Marcel Construction and Maintenance, Ltd. and Compass Care
Holdings, Ltd. have asked the U.S. Bankruptcy Court for permission
to employ Janet Maass with Century 21 Realty Partners as real
estate agent to act as its real estate agent and assist in the
marketing, negotiation and leasing of commercial real properties.

The Debtor also sought entry of an order approving the assumption
of:

  (i) the Commercial Real Estate Listing Agreement Right to Lease
      at Marcel's commercial real property located at 19784 and
      19786 Highway 105 West, Montgomery, Texas 77356.

(ii) the Commercial Real Estate Listing Agreement Right to Lease
      at Compass' commercial real property located at 18315, 18321
      and 18323 W. Lake Houston Parkway, Humble, Texas 77346.

To the best of the Marcel and Compass' knowledge and belief, the
Agent has no connections with Marcel or Compass's creditors, any
other party in interest, their respective attorneys and
accountants, the United States Trustee, or any person employed in
the Office of the United States Trustee.

                  About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed separate
Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 12-35928,
12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston
on Aug. 6, 2012.

The Debtors are engaged primarily in the business of owning and
operating commercial retail shopping centers and offices.  The
Debtors' commercial real properties are located in and around the
Houston Metropolitan area, including Katy, Humble and The
Woodlands.

The petitions were signed by Vernon M. Veldekens, CEO for The
Marcel Group.

The Marcel Group -- http://www.themarcelgroup.com/-- is an
integrated commercial real estate firm specializing in
development, construction, design, engineering, master planning,
leasing and property management.

Village Partners, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated assets and debts of at least
$10 million.  It says that a real property in Katy, Texas, is
worth $24.6 million.

The affiliated debtors are Compass Care Holdings Ltd., Cinco
Office VWM, Greens Imperial Center, Inc., Marcel Construction &
Maintenance, Ltd., Tidwell Properties, Inc., and Research-New
Trails Partners, Ltd.

Bankruptcy Judge Marvin Isgur presides over the cases.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


VILLAGIO PARTNERS: Hires Jimbo Homeyer as Real Estate Agent
-----------------------------------------------------------
Villagio Partners Ltd has asked the U.S. Bankruptcy Court for
permission to employ Jimbo Homeyer at Keller Williams as its real
estate agent to assist in the marketing, negotiation and leasing
of commercial real property located at 22756, 22758, 22760, 22762
and 22764 Westheimer Parkway, Katy, Texas 77450

The Debtor also sought permission to assume a Commercial Real
Estate Listing Agreement Right to Lease in connection with the
Property.

To the best of the Debtor's knowledge and belief, the Agent has no
connections with Marcel or Compass's creditors, any other party in
interest, their respective attorneys and accountants, the United
States Trustee, or any person employed in the Office of the United
States Trustee.

                  About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed separate
Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 12-35928,
12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston
on Aug. 6, 2012.

The Debtors are engaged primarily in the business of owning and
operating commercial retail shopping centers and offices.  The
Debtors' commercial real properties are located in and around the
Houston Metropolitan area, including Katy, Humble and The
Woodlands.

The petitions were signed by Vernon M. Veldekens, CEO for The
Marcel Group.

The Marcel Group -- http://www.themarcelgroup.com/-- is an
integrated commercial real estate firm specializing in
development, construction, design, engineering, master planning,
leasing and property management.

Village Partners, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated assets and debts of at least
$10 million.  It says that a real property in Katy, Texas, is
worth $24.6 million.

The affiliated debtors are Compass Care Holdings Ltd., Cinco
Office VWM, Greens Imperial Center, Inc., Marcel Construction &
Maintenance, Ltd., Tidwell Properties, Inc., and Research-New
Trails Partners, Ltd.

Bankruptcy Judge Marvin Isgur presides over the cases.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


VISCOUNT SYSTEMS: Incurs C$780,200 Net Loss in Third Quarter
------------------------------------------------------------
Viscount Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss and comprehensive loss of C$780,294 on C$858,128 of
sales for the three months ended Sept. 30, 2012, compared with a
net loss and comprehensive loss of C$325,852 on C$903,477 of sales
for the same period during the prior year.

The Company reported a net loss and comprehensive loss of C$2.32
million on C$2.62 million of sales for the nine months ended
Sept. 30, 2012, compared with a net loss and comprehensive loss of
C$2.94 million on C$2.66 million of sales for the same period a
year ago.

The Company reported a net loss of C$2.9 million on C$3.5 million
million of revenues for 2011, compared with a net loss of
C$1.3 million on C$3.9 million of revenues for 2010.

The Company's balance sheet at Sept. 30, 2012, showed C$1.08
million in total assets, C$3.44 million in total liabilities and a
C$2.35 million total stockholders' deficit.

"The Company's bank credit facility was suspended on December 30,
2011 due to the bank's assessment of the Company's financial
position.  Management has determined that the Company will need to
raise a minimum of $500,000 by way of new debt or equity financing
to continue normal operations for the next twelve months.
Management has been actively seeking new investors and developing
customer relationships, however a financing arrangement has not
yet completed.  Short-term loan financing is anticipated from
related parties, however there is no certainty that loans will be
available when required.  These factors raise substantial doubt
about the ability of the Company to continue operations as a going
concern."

Following the 2011 results, Dale Matheson Carr-Hilton Labonte LLP,
in Vancouver, Canada, expressed substantial doubt about Viscount
Systems' ability to continue as a going concern.  The independent
auditors noted that the Company has an accumulated deficit of
C$5,769,027 and has reported a loss of C$2,883,304 for the year
ended Dec. 31, 2011.

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

                        http://is.gd/J0ngS4

                       About Viscount Systems

Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer,
developer and service provider of access control security
products.


VISUALANT INC: Wins Fourth Patent on ChromaID Technology
--------------------------------------------------------
Visualant, Inc., received its fourth patent on its ChromaID
technology that uses an exclusive Spectral Pattern Matching
technique.  The latest patent further validates the Company's
vision to introduce more efficient security and authentication
methods into the marketplace, and comes shortly after Visualant
and its investment partner Sumitomo Precision Products Co., Ltd.,
showcased a prototype of its Cyclops 6 ChromaID hand-held scanner
in Japan last month.

Future devices embedded with ChromaID technology can read and
record natural chromatic markers by structuring light onto a
substance, through a liquid or gas, or off a surface.  Once
scanned, the technology captures the reflected light in a simple
Photodiode and provides a unique ChromaID profile.  The ChromaID
profile can be matched against existing databases to identify,
detect, or diagnosis markers invisible to the human eye.

Visualant Founder and CEO Ron Erickson believes ChromaID
technology will usher in new angles to protect consumer assets,
currencies, chemical products and even civil liberties on a
massive scale by bringing the power of spectral analysis from the
lab and into the field.  Erickson states, "Our technology adds
another authentication layer to tools used by government and
industrial entities who grapple with the identification and
security challenges that impact our society at large."

ChromaID technology was developed in conjunction with renowned
research scientists, Drs. Tom Furness and Brian Schowengerdt.
Together, they have forged a unique proprietary approach to
mapping color at the photon level and using that mapping as a
basis for authentication and diagnostics.  In conjunction with the
stellar work being done in the lab, the company continues to
pursue an aggressive patent strategy to protect its unique
intellectual property.

Drs. Furness and Schowengerdt and their laboratory development
team brought a generation of experience to the Visualant SPM
development process.  Dr. Furness is known in many circles as the
"Father of Virtual Reality."  Dr. Schowengerdt is an
internationally renowned leader in the field of color perception.

The patent issued by the United States Office of Patents and
Trademarks is US Patent No. 8,285,510 B2 and is entitled "Method,
Apparatus and Article To Facilitate Distributed Evaluation of
Object Using Electromagnetic Energy."

Ron Erickson, Visualant Founder and CEO, stated, "It's an honor to
now hold four patents covering our ChromaID technology.  We expect
more patents to be issued as we build the intellectual property
foundation for Visualant's business and move into the marketplace
with diverse applications of our SPM technology."

                       About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant reported a net loss of $2.39 million for the year ended
Sept. 30, 2011, compared with a net loss of $1.14 million during
the previous year.

The Company's balance sheet at June 30, 2012, showed $6.84 million
in total assets, $7.03 million in total liabilities, $28,350 in
noncontrolling iterest, and a $220,669 total stockholders'
deficit.

The Company anticipates that it will record losses from operations
for the foreseeable future.  As of June 30, 2012, the Company's
accumulated deficit was $13.1 million.  The Company has limited
capital resources, and operations to date have been funded with
the proceeds from private equity and debt financings.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.  The audit report prepared by the
Company's independent registered public accounting firm relating
to the Company's financial statements for the year ended Sept. 30,
2011, includes an explanatory paragraph expressing the substantial
doubt about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

The Securities Purchase Agreement dated June 17, 2011, with
Ascendiant Capital Partners, LLC, will terminate if the Company's
common stock is not listed on one of several specified trading
markets (which include the OTCBB and Pink Sheets, among others),
if the Company files protection from its creditors, or if a
Registration Statement on Form S-1 or S-3 is not effective.

If the price or the trading volume of the Company's common stock
does not reach certain levels, the Company will be unable to draw
down all or substantially all of its $3,000,000 equity line of
credit with Ascendiant.

The maximum draw down amount every 8 trading days under the
Company's equity line of credit facility is the lesser of $100,000
or 20% of the total trading volume of the Company's common stock
for the 10-trading-day period prior to the draw down multiplied by
the volume-weighted average price of the Company's common stock
for that period.  If the Company stock price and trading volume
decline from current levels, the Company will not be able to draw
down all $3,000,000 available under the equity line of credit.

"If we are not able to draw down all $3,000,000 available under
the equity line of credit or if the Securities Purchase Agreement
is terminated, we may need to restructure our operations, divest
all or a portion of our business, or file for bankruptcy," the
Company said in its quarterly report for the period ended June 30,
2012.


W3 HOLDINGS: S&P Keeps 'B-' Rating on Sr. Secured Credit Debt
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Houston-based W3 Holdings Inc.'s (W3) senior secured credit
facilities to '3', indicating its expectation of meaningful (50%
to 70%) recovery in the event of a payment default, from '4'. The
issue-level rating on W3's senior secured credit facilities
remains 'B-'.

"The improved recovery rating reflects a higher estimated
emergence value for W3 due to improved market conditions that we
expect will support a sustained higher value for the company," S&P
said.

"The 'B-' corporate credit rating and stable outlook on W3
incorporate the company's aggressive financial leverage and its
narrow business focus and small scale in the fragmented market for
safety equipment and maintenance services. W3 derives
approximately 50% of its revenue from the upstream energy market,
30% from the downstream energy market, and about 15% from the
petrochemical market. The ratings also reflect W3's adequate near-
term liquidity, its low capital spending requirements, the low
volatility of demand for its products and services, and its
diversified customer base," S&P said.

RATINGS LIST
W3 Holdings Inc.
Corporate credit rating      B-/Stable/--

Recovery Rating Revised
                              To          From
Senior secured               B-          B-
   Recovery rating            3           4


WARNER MUSIC: Has $150MM Revolving, $600MM Term Loan Facilities
---------------------------------------------------------------
WMG Acquisition Corp. entered into a credit agreement for a senior
secured revolving credit facility with Credit Suisse AG, as
administrative agent, and the other financial institutions and
lenders on Nov. 1, 2012 ("closing date").

Warner Music Group is the borrower under the Revolving Credit
Facility.  The Revolving Credit Facility provides for up to
$150,000,000 and includes a $50,000,000 letter of credit sub-
facility.

The final maturity of the Revolving Credit Facility will be five
years from the Closing Date.

The loans under the Revolving Credit Agreement bear interest at
Revolving Borrower's election at a rate equal to (i) the rate for
deposits in the currency in which the applicable borrowing is
denominated in the London interbank market (adjusted for maximum
reserves) for the applicable interest period, plus 3.50% per
annum, or (ii) the base rate, which is the highest of (x) the
corporate base rate established by the administrative agent from
time to time, (y) the overnight federal funds rate plus 0.50% and
(z) the one-month Revolving LIBOR Rate plus 1.0% per annum, plus,
in each case, 2.50% per annum.

On the Closing Date, Warner Music Group entered into a credit
agreement for a senior secured term loan credit facility with
Credit Suisse AG, as administrative agent, and the other financial
institutions and lenders.

The Term Loan Credit Facility provides for term loans thereunder
in an amount of up to $600,000,000. The Term Loan Credit Facility
also permits the Term Loan Borrower to add one or more incremental
term loan facilities of up to $300,000,000 plus a certain amount
depending on a senior secured indebtedness to EBITDA ratio
included in the Term Loan Credit Facility.

The Term Loan Credit Facility will mature on Nov. 1, 2018.

On the Closing Date, Warner Music Group also terminated its
existing Credit Agreement, dated as of July 20, 2011, among Warner
Music Group, Credit Suisse AG, as administrative agent, and the
other financial institutions and lenders.

A complete copy of the Form 8-K disclosure is available at:

                        http://is.gd/Y7KZvx

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

The Company reported a net loss of $60 million on $1.40 billion of
revenue for the six months ended March 31, 2012.  The Company
reported a net loss of $206 million on $2.86 billion of revenue
for the combined 12 months ended Sept. 30, 2011, following a net
loss of $145 million on $2.98 billion of revenue for the fiscal
year ended Sept. 30, 2010.

The Company's balance sheet at June 30, 2012, showed $5.16 billion
in total assets, $4.20 billion in total liabilities and
$961 million in total equity.


WARREN SAPP: Judge Rejects $2.1MM Bid for Windermere Home
---------------------------------------------------------
WESH TV's WESH.com in Orlando, Florida, reports a $2.1 million bid
made on the former house of Warren Sapp in Windermere, Fla., has
been rejected by a judge, according to Fisher Auction Co., which
is conducting the sale.  WESH.com says a bankruptcy trustee made
the recommendation to reject the bid, and the auction company is
now working on securing a higher offer.  There will not be another
auction, according to Fisher's public relations representative.

WESH reports the winning bid was made at auction by international
fitness expert Brenda Dykgraff.  Ms. Dykgraff lives in the
neighborhood and bought it as an investment.

The U.S. Bankruptcy Court in Fort Lauderdale, Florida, scheduled
an auction for Mr. Sapp's home on Nov. 1.  Bill Rochelle, the
bankruptcy columnist for Bloomberg News, reported that the top bid
was $2.1 million, plus a so-called buyer's premium of $200,000.
Aside from the bankruptcy trustee, Mr. Sapp's former wife, and the
mortgage lender on Mr. Sapp's home also objected to the sale,
according to Bloomberg.  The mortgage lender is owed $2.1 million.

According to Bloomberg, Mr. Sapp and his then-wife purchased the
Windermere home in late 2005 for $4.1 million.  It is assessed for
$3.4 million.  The bank obtained an appraisal for $3.9 million.

                         About Warren Sapp

Warren Sapp, a retired defensive lineman for the Oakland Raiders
and the Tampa Bay Buccaneers of the National Football League,
filed for bankruptcy under Chapter 7 (Bankr. S.D. Fla. Case No.
12-17819) in March 2012, saying he owes creditors $6.7 million and
has assets of $6.5 million.  Mr. Sapp has more than $4.1 million
in annuities and retirement accounts.  He claims that $4.7 million
in annuities, retirement accounts and other property are exempt
assets he can retain despite bankruptcy.

Filings in bankruptcy court say Mr. Sapp's average monthly income
is $115,900 and his average monthly expenses are $111,200,
including $60,500 in monthly alimony and child support payments.
He owes $876,000 to a former wife for alimony and child support,
not including child support payments owed to three other women,
according to court filings.


WESCO DISTRIBUTION: S&P Gives 'B+' Rating on $605-Mil. Term Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and '5' recovery rating to WESCO Distribution Inc.'s
proposed $605 million senior secured term loan and WDCC
Enterprises Inc.'s proposed CAD$150 million senior secured term
loan. "The recovery rating of '5' reflects our expectation for
modest recovery prospects (10%-30%) in the event of a payment
default. WESCO Distribution and WDCC are wholly owned subsidiaries
of WESCO International Inc. (WESCO, BB-/Positive/--). The
companies will use the proceeds to fund WESCO's CAD$1.14 billion
acquisition of EECOL Electric (not rated)," S&P said.

"The facilities are guaranteed by WESCO and, respectively for the
U.S. dollar and Canadian dollar loans, by WESCO Distribution's
U.S. subsidiaries and WDCC's and WESCO's existing Canadian
subsidiaries, excluding certain unrestricted subsidiaries. The
facilities are secured on a second-lien basis by the current
assets of the companies and on a first-lien basis by other fixed
assets," S&P said.

RATINGS LIST

WESCO International Inc.
Corporate Credit Rating                  BB-/Positive/--

New Ratings

WESCO Distribution Inc.
$605 mil sr secd term loan due 2019      B+
  Recovery Rating                         5

WDCC Enterprises Inc.
CAD$150 mil sr secd term loan due 2019   B+
  Recovery Rating                         5


WESTMORELAND COAL: Reports $5.3-Mil. Net Income in Third Quarter
----------------------------------------------------------------
Westmoreland Coal Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $5.35 million on $161.33 million of revenue for the
three months ended Sept. 30, 2012, compared with net income of
$1.57 million on $132.44 million of revenue for the same period
during the prior year.

Westmoreland Coal incurred a net loss of $8.51 million on
$441.41 million of revenue for the nine months ended Sept. 30,
2012, compared with a net loss of $25.07 million on
$372.35 million of revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2012, showed $971.15
million in total assets, $1.22 billion in total liabilities and a
$252.74 million total deficit.

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

                         http://is.gd/NOmcXX

                       About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company reported a net loss of $36.87 million in 2011, a net
loss of $3.17 million in 2010, and a net loss of $29.16 million
in 2009.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."


ZOGENIX INC: Incurs $19.3 Million Net Loss in Third Quarter
-----------------------------------------------------------
Zogenix, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $19.28 million on $8.45 million of total revenue for the three
months ended Sept. 30, 2012, compared with a net loss of $22.03
million on $10.39 million of total revenue for the same period
during the prior year.

Zogenix reported a net loss of $46.74 million on $34.83 million of
total revenue for the nine months ended Sept. 30, 2012, compared
with a net loss of $60.19 million on $29.67 million of total
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2012, showed $91.30
million in total assets, $78.01 million in total liabilities and
$13.28 million in total stockholders' equity.

Roger Hawley, chief executive officer of Zogenix, stated, "The
next several months represent key developments for the Company's
products.  Our team continues to drive SUMAVEL DosePro
prescription growth while devoting time to support the product
launch with the Mallinckrodt sales force.  Following the close of
their fiscal year end in September, the Mallinckrodt team has
scaled up promotion efforts on the brand and are excited to have
the opportunity to introduce the unique benefits of SUMAVEL
DosePro to their customers."  Hawley continued, "During the
quarter, we strengthened the Company through an equity offering
and debt repayment while also making significant progress on our
product pipeline and planning the commercialization of Zohydro
ER."

Stephen J. Farr, Ph.D., president and chief operating officer of
Zogenix, said, "We continue to believe we are well positioned for
the FDA Advisory Committee meeting for Zohydro ER next month and
the potential FDA approval in March, followed by the commercial
launch planned for late in the second quarter of 2013.  The Relday
open-label, safety and pharmacokinetic (PK) trial is ongoing and
we remain on track to complete the study by year-end 2012.  These
important upcoming milestones provide potential opportunities with
strategic commercialization partners for Zohydro ER and Relday."

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

                        http://is.gd/xRazQN

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, Calif., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations
and lack of sufficient working capital.

The Company reported a net loss of $83.90 million in 2011, a net
loss of $73.56 million in 2010, and a net loss of $45.88 million
in 2009.


* Delinquency Rate Has Largest Increase Since 2008
--------------------------------------------------
Carla Main at Bloomberg News reports that the mortgage delinquency
rate in September increased 7.7% from August, the largest monthly
increase since 2008, Lender Processing Services said in its
September issue of Mortgage Monitor.

"September 2012 was notable in its short duration of business days
and virtually all transactional or operational metrics we observed
declined in volume for the month," Herb Blecher, senior vice
president at LPS Applied Analytics, said in the Mortgage Monitor.

"Foreclosure starts, foreclosure sales, delinquent cures and loan
prepayments all dropped from their August levels."

The Bloomberg report discloses that states with the highest
percentage of non-current loans are Florida, Mississippi, New
Jersey, Nevada and Louisiana, LPS said.  States with lowest
percentage of non-current loans are Montana, Alaska, South Dakota,
Wyoming and North Dakota


* BOND PRICING: For the Week From Nov. 5 to 9, 2012
---------------------------------------------------

  Company            Coupon   Maturity   Bid Price
  -------            ------   --------   ---------
AES EASTERN ENER      9.000   1/2/2017     4.375
AES EASTERN ENER      9.670   1/2/2029     4.875
AGY HOLDING COR      11.000 11/15/2014    47.000
AHERN RENTALS         9.250  8/15/2013    66.000
ALION SCIENCE        10.250   2/1/2015    54.500
AM AIRLN PT TRST     10.180   1/2/2013    95.375
AM AIRLN PT TRST     10.320  7/30/2014    65.000
AMBAC INC             6.150   2/7/2087     4.200
AMER GENL FIN         4.750 11/15/2012    99.500
ARK OF SAFETY         8.000  4/15/2029     6.000
ATP OIL & GAS        11.875   5/1/2015    14.625
ATP OIL & GAS        11.875   5/1/2015    14.625
ATP OIL & GAS        11.875   5/1/2015    13.750
BUFFALO THUNDER       9.375 12/15/2014    35.000
CALIF BAPTIST         7.100   4/1/2014     4.500
CAPMARK FINL GRP      6.300  5/10/2017     2.000
CENTRAL EUROPEAN      3.000  3/15/2013    81.000
CHAMPION ENTERPR      2.750  11/1/2037     1.000
DAL-CALL11/12         9.500  9/15/2014   104.500
DAL-CALL11/12         9.500  9/15/2014   106.500
DAL-CALL11/12        12.250  3/15/2015   108.500
DIRECTBUY HLDG       12.000   2/1/2017    20.500
DIRECTBUY HLDG       12.000   2/1/2017    20.500
DOWNEY FINANCIAL      6.500   7/1/2014    58.125
DYN-RSTN/DNKM PT      7.670  11/8/2016     4.875
EASTMAN KODAK CO      7.000   4/1/2017    10.170
EASTMAN KODAK CO      7.250 11/15/2013    10.000
EASTMAN KODAK CO      9.200   6/1/2021     8.230
EASTMAN KODAK CO      9.950   7/1/2018    10.875
EDDIE BAUER HLDG      5.250   4/1/2014     1.050
EDISON MISSION        7.500  6/15/2013    46.000
ENERGY CONVERS        3.000  6/15/2013    39.500
FIBERTOWER CORP       9.000   1/1/2016    30.000
FRIENDSHIP WEST       8.000  6/15/2024     9.100
GEOKINETICS HLDG      9.750 12/15/2014    45.500
GLB AVTN HLDG IN     14.000  8/15/2013    30.000
GLOBALSTAR INC        5.750   4/1/2028    48.750
GMAC LLC              7.000 11/15/2012   100.100
GMAC LLC              7.875 11/15/2012   100.000
GMX RESOURCES         4.500   5/1/2015    45.050
GMX RESOURCES         5.000   2/1/2013    89.750
HAWKER BEECHCRAF      8.500   4/1/2015    19.500
HAWKER BEECHCRAF      8.875   4/1/2015    19.500
HUTCHINSON TECH       3.250  1/15/2026    93.510
HUTCHINSON TECH       8.500  1/15/2026    58.000
IBI GROUP INC         5.750  6/30/2017  #N/A N/A
JAMES RIVER COAL      4.500  12/1/2015    46.920
LEHMAN BROS HLDG      0.250 12/12/2013    19.375
LEHMAN BROS HLDG      0.250  1/26/2014    19.375
LEHMAN BROS HLDG      1.000 10/17/2013    19.375
LEHMAN BROS HLDG      1.000  3/29/2014    19.375
LEHMAN BROS HLDG      1.000  8/17/2014    19.375
LEHMAN BROS HLDG      1.000  8/17/2014    19.375
LEHMAN BROS HLDG      1.250   2/6/2014    19.375
LEHMAN BROS INC       7.500   8/1/2026     7.000
LIFECARE HOLDING      9.250  8/15/2013    36.854
LIFEPOINT CMNTY       8.400 10/20/2036     4.000
MANNKIND CORP         3.750 12/15/2013    67.750
MASHANTUCKET PEQ      8.500 11/15/2015     9.250
MASHANTUCKET PEQ      8.500 11/15/2015    15.750
MASHANTUCKET TRB      5.912   9/1/2021     9.250
METRO BAP CHURCH      8.400  1/12/2029     4.000
MF GLOBAL LTD         9.000  6/20/2038    59.100
NEWPAGE CORP         10.000   5/1/2012     5.500
NEWPAGE CORP         11.375 12/31/2014    50.500
NEXTEL COMMUNIC       7.375   8/1/2015   100.000
NGC CORP CAP TR       8.316   6/1/2027    13.000
OVERSEAS SHIPHLD      8.125  3/30/2018    28.310
OVERSEAS SHIPHLD      8.750  12/1/2013    35.060
PENSON WORLDWIDE      8.000   6/1/2014    41.139
PLATINUM ENERGY      14.250   3/1/2015    40.000
PMI CAPITAL I         8.309   2/1/2027     1.125
PMI GROUP INC         6.000  9/15/2016    29.500
POWERWAVE TECH        3.875  10/1/2027    10.000
POWERWAVE TECH        3.875  10/1/2027    10.000
RESIDENTIAL CAP       6.500  4/17/2013    25.750
RESIDENTIAL CAP       6.875  6/30/2015    25.500
SAVIENT PHARMA        4.750   2/1/2018    20.250
SCHOOL SPECIALTY      3.750 11/30/2026    53.000
TERRESTAR NETWOR      6.500  6/15/2014    10.000
TEXAS COMP/TCEH      10.250  11/1/2015    17.000
TEXAS COMP/TCEH      10.250  11/1/2015    20.500
TEXAS COMP/TCEH      10.250  11/1/2015    18.750
TEXAS COMP/TCEH      15.000   4/1/2021    34.250
TEXAS COMP/TCEH      15.000   4/1/2021    30.000
THQ INC               5.000  8/15/2014    23.375
TIMES MIRROR CO       7.250   3/1/2013    36.000
TOUSA INC             7.500  1/15/2015     0.250
TRAVELPORT LLC       11.875   9/1/2016    38.375
TRAVELPORT LLC       11.875   9/1/2016    37.250
TRIBUNE CO            5.250  8/15/2015    34.550
USEC INC              3.000  10/1/2014    41.000
VERSO PAPER          11.375   8/1/2016    46.500



                            *********

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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